<PAGE>
As filed with the Securities and Exchange Commission on February 5, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BANKBOSTON CORPORATION
(Exact name of registrant as specified in its charter)
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MASSACHUSETTS 04-2471221
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(Address of Principal Executive Offices) (Zip Code)
1998 STOCK OPTION PLAN FOR EMPLOYEES
OF BANCBOSTON ROBERTSON STEPHENS INC.
(Full title of the plan)
-----------------------
GARY A. SPIESS, ESQ. JANICE B. LIVA, ESQ.
Executive Vice President, Assistant General Counsel
General Counsel and Clerk and Assistant Clerk
BANKBOSTON CORPORATION BANKBOSTON CORPORATION
100 Federal Street 100 Federal Street
Boston, Massachusetts 02110 Boston, Massachusetts 02110
617-434-2870 617-434-8630
(Names, addresses and telephone numbers, including area codes,
of agents for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Securities to be Offering Price Offering Registration
to be Registered Registered Per Unit (1) Price (1) Fee (1)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share (2) 8,200,000 shares $35.5625 $291,612,500 $81,069
=========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) based on the average of the high and low prices
of the Common Stock on February 3, 1999, as reported on the
consolidated reporting system.
(2) Includes Preferred Stock Purchase Rights. Prior to the occurrence of
certain events, the Rights will not be exercisable or evidenced
separately from the Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
BankBoston Corporation (the "Corporation") hereby incorporates by
reference into this registration statement the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):
a. The Corporation's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
b. All other reports filed by the Corporation pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered
by the annual report referred to in (a) above;
c. The description of the Corporation's common stock (the "Common
Stock") contained in the Corporation's registration statement filed
under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description; and
d. The description of the Corporation's Preferred Stock Purchase Rights
contained in the Corporation's registration statement on Form 8-A
dated July 2, 1990, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered herein has been passed
upon for the Corporation by Gary A. Spiess, General Counsel of the Corporation,
100 Federal Street, Boston, Massachusetts 02110. Mr. Spiess is also an officer
of certain other subsidiaries of the Corporation. As of December 31, 1998,
Mr. Spiess had a direct or indirect interest in 90,823 shares of Common Stock
and had options to purchase an additional 96,264 shares, of which options to
purchase 64,027 shares will be exercisable within 60 days after December 31,
1998.
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Item 6. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the Massachusetts General Laws authorizes a
corporation to indemnify any director, officer, employee or other agent of the
corporation to whatever extent specified in or authorized by (a) the articles of
organization, (b) a by-law adopted by the stockholders or (c) a vote adopted by
the holders of a majority of the shares of stock entitled to vote on the
election of directors.
The Corporation's By-Laws provide indemnity to the Corporation's
directors and officers in such capacity or as directors or officers of a wholly-
owned subsidiary of the Corporation, and to directors of wholly-owned
subsidiaries of the Corporation, for liability resulting from judgments, fines,
expenses or settlement amounts incurred in connection with any action, including
an action by or in the right of the Corporation, brought against such person in
such capacity. Under Massachusetts law and the By-Laws, no indemnification may
be provided for any person with respect to any matter as to which he or she
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his or her action was in the best interest of the
Corporation or of such subsidiary. The By-Laws also provide that, with respect
to any matter disposed of by a compromise payment by such director or officer
pursuant to a consent decree or otherwise, no indemnification shall be provided
unless such indemnification shall be ordered by a court or such compromise shall
be approved as being in the best interest of the Corporation, after notice that
it involves such indemnification: (a) by a disinterested majority of the
directors then in office, (b) by a majority of the disinterested directors then
in office, provided that there has been obtained an opinion in writing of
independent counsel to the effect that such person appears to have acted in good
faith in the reasonable belief that his or her action was in the best interests
of the Corporation or (c) by the holders of a majority of the outstanding stock
at the time entitled to vote for directors, exclusive of any stock owned by any
interested director or officer. Under Massachusetts law, a court may uphold
indemnification in connection with a suit in which there is a recovery by or in
the right of the corporation.
The By-Laws also provide for indemnification for all other officers of
the Corporation's wholly-owned subsidiaries to the extent authorized by the
Board of Directors in each individual case, based on the same statutory standard
set forth in the preceding paragraph. Where such a person is wholly successful
in defending the claim, he or she shall be entitled to indemnification.
Directors and officers of other subsidiaries and employees and agents of the
Corporation and any subsidiaries may be indemnified as determined by the Board
from time to time.
In addition, as permitted by Section 67 of Chapter 156B of the
Massachusetts General Laws, the Corporation maintains liability insurance
covering directors and officers of the Corporation and its subsidiaries.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
5 Opinion of Gary A. Spiess, Esq., as to the validity of the
shares of Common Stock offered herein.
23(a) Consent of Gary A. Spiess, Esq. (included in Exhibit 5).
23(b) Consent of PricewaterhouseCoopers LLP
24 Power of Attorney of certain officers and directors.
Item 9. Undertakings.
The Corporation hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The Corporation hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the provisions described in Item 6, or otherwise, the
Corporation has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
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securities being registered, the Corporation will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the
5th day of February, 1999.
BANKBOSTON CORPORATION
By: /s/ Gary A. Spiess
-----------------------------------
(Gary A. Spiess)
(Executive Vice President, General
Counsel and Clerk)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman and Chief
CHARLES K. GIFFORD* Executive Officer (Chief February 5, 1999
- ---------------------------------- Executive Officer)
(Charles K. Gifford)
HENRIQUE de Campos MEIRELLES* President and Chief February 5, 1999
- ---------------------------------- Operating Officer and
(Henrique de Campos Meirelles) Director
SUSANNAH M. SWIHART* Vice Chairman, Chief February 5, 1999
- ---------------------------------- Financial Officer and
(Susannah M. Swihart) Treasurer (Chief Financial
Officer)
ROBERT T. JEFFERSON* Comptroller (Chief Accounting February 5, 1999
- ---------------------------------- Officer)
(Robert T. Jefferson)
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
WAYNE A. BUDD* Director February 5, 1999
- ----------------------------------
(Wayne A. Budd)
WILLIAM F. CONNELL* Director February 5, 1999
- ----------------------------------
(William F. Connell)
GARY L. COUNTRYMAN* Director February 5, 1999
- ----------------------------------
(Gary L. Countrymanl)
WILLIAM M.CROZIER, Jr.* Director February 5, 1999
- ----------------------------------
(William M. Crozier, Jr.)
ALICE F. EMERSON* Director February 5, 1999
- ----------------------------------
(Alice F. Emerson)
THOMAS J. MAY* Director February 5, 1999
- ----------------------------------
(Thomas J. May)
DONALD F. MCHENRY* Director February 5, 1999
- ----------------------------------
(Donald F. McHenry)
PAUL C. O'BRIEN* Director February 5, 1999
- ----------------------------------
(Paul C. O'Brien)
THOMAS R. PIPER* Director February 5, 1999
- ----------------------------------
(Thomas R. Piper)
FRANCENE S. RODGERS* Director February 5, 1999
- ----------------------------------
(Francene S. Rodgers)
- ---------------------------------- Director February , 1999
(John W. Rowe)
GLENN P. STREHLE* Director February 5, 1999
- ----------------------------------
(Glenn P. Strehle)
WILLIAM C. VAN FAASEN* Director February 5, 1999
- ----------------------------------
(William C. Van Faasen)
THOMAS B. WHEELER* Director February 5, 1999
- ----------------------------------
(Thomas B. Wheeler)
ALFRED M. ZEIEN* Director February 5, 1999
- ----------------------------------
(Alfred M. Zeien)
*By: /s/ GARY A. SPIESS
----------------------------------
(Gary A. Spiess, Attorney-in-Fact)
</TABLE>
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<PAGE>
EXHIBIT 5
February 5, 1999
BankBoston Corporation
100 Federal Street
Boston, Massachusetts 02110
Re: BankBoston Corporation's Registration Statement on Form S-8 Relating to
the 1998 Stock Option Plan for Employees of BancBoston Robertson
Stephens Inc.
As General Counsel of BankBoston Corporation (the "Corporation") and
BankBoston, N.A. (the "Bank"), I, and other attorneys in this office, have
participated with the Corporation, its officers and officers of the Bank in the
preparation for filing with the Securities and Exchange Commission (the
"Commission") of a Registration Statement on Form S-8 (the "Registration
Statement") covering 8,200,000 shares (the "Shares") of the Corporation's Common
Stock, par value $1.00 per share, which Shares may hereafter be acquired by
participants ("Participants") in the 1998 Stock Option Plan For Employees of
BancBoston Robertson Stephens Inc. (the "Plan"). In connection with filing the
Registration Statement, the rules and regulations of the Commission require my
opinion, in my capacity as General Counsel of the Corporation, on the matters
set forth below.
In rendering this opinion, I, and other attorneys in this office working
under my supervision, have examined and relied upon originals or copies,
certified or otherwise, of all such corporate records, documents, agreements or
other instruments of the Corporation, and have made such investigation of law
and have discussed with the officers of the Corporation and the Bank such
questions of fact as we have deemed necessary or appropriate. In rendering this
opinion, I have relied upon certificates and statements of officers and
directors of the Corporation and the Bank as to factual matters, and have
assumed the genuineness of all documents submitted as copies.
Based upon and subject to the foregoing, I am of the opinion that the Shares
will be, upon the issuance thereof pursuant to the terms of the Plan, legally
issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of my name in the Registration Statement under the
caption "Interests of Named Experts and Counsel."
Very truly yours,
/s/ Gary A. Spiess
Gary A. Spiess
General Counsel
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
To The Board of Directors
BankBoston Corporation
We consent to the incorporation by reference, in this registration statement of
BankBoston Corporation on Form S-8 of our report dated January 15, 1998 on our
audits of the consolidated financial statements of BankBoston Corporation and
Subsidiaries as of December 31, 1997 and 1996, and for each of the years in the
three-year period ended December 31, 1997 included in the Corporation's 1997
Annual Report to Stockholders and in Exhibit 13 to the Corporation's 1997 Annual
Report on Form 10-K.
The consolidated financial statements of BayBanks, Inc. for the year ended
December 31, 1995, prior to the restatement for the 1996 pooling of interests,
included in the 1995 restated consolidated financial statements were audited by
other auditors whose reports expressed unqualified opinions on those financial
statements. We audited the combination of the accompanying consolidated
statements of income, changes in stockholders' equity and cash flows for the
year ended December 31, 1995, after restatement for the 1996 pooling of
interests; in our opinion, such consolidated financial statements have been
properly combined on the basis described in Note 2 to the financial statements.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
February 5, 1999
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Power of
Attorney has been signed by the following persons in the capacities and on the
dates indicated. By so signing, each of the undersigned, in his or her capacity
as a director or officer, or both, as the case may be, of BankBoston Corporation
(the "Corporation"), does hereby appoint Charles K. Gifford, Henrique de Campos
Meirelles, Susannah M. Swihart, Kathleen M. McGillycuddy, Robert T. Jefferson
and Gary A. Spiess, and each of them severally, or if more than one acts, a
majority of them, his or her true and lawful attorneys or attorney to execute in
his or her name, place and stead, in his or her capacity as a director or
officer or both, as the case may be, of the Corporation, the Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission
(the "Commission") with respect to the shares of the Corporation's Common Stock,
par value $1.00 per share, to be issued pursuant to the Corporation's 1998 Stock
Option Plan for Employees of BancBoston Robertson Stephens Inc., and any and all
amendments to said Registration Statement and all instruments necessary or
incidental in connection therewith, and to file the same with the Commission.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of each of the undersigned, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises as fully
and to all intents and purposes as each of the undersigned might or could do in
person, hereby ratifying and approving the acts of said attorneys and each of
them.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman and Chief
Executive Officer and
Director (Chief February 5, 1999
/s/ Charles K. Gifford Executive Officer)
- ----------------------------------
(Charles K. Gifford)
President and Chief
/s/ Henrique de Campos Meirelles Operating Officer and February 5, 1999
- ---------------------------------- Director
(Henrique de Campos Meirelles)
Vice Chairman, Chief
Financial Officer and
/s/ Susannah M. Swihart Treasurer (Chief February 5, 1999
- ---------------------------------- Financial Officer)
(Susannah M. Swihart)
/s/ Robert T. Jefferson Comptroller (Chief February 5, 1999
- ---------------------------------- Accounting Officer)
(Robert T. Jefferson)
</TABLE>
