<PAGE>
As filed with the Securities and Exchange Commission on April 9, 1999
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BANKBOSTON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------------------------------------------
<TABLE>
<S> <C>
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)
</TABLE>
1998 SHARED OPPORTUNITIES PROGRAM
(FULL TITLE OF THE PLAN)
---------------------------------
<TABLE>
<S> <C>
GARY A. SPIESS, ESQ. JANICE B. LIVA, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CLERK ASSISTANT GENERAL COUNSEL 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
</TABLE>
(NAMES, ADDRESSES AND TELEPHONE NUMBERS,
INCLUDING AREA CODES, OF AGENTS FOR SERVICE)
-------------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED UNIT (1) PRICE (1) REGISTRATION FEE (1)
- -----------------------------------------------------------------------------------------------------------
Common Stock, par value
$1.00 per share (2) 8,400,000 shares $42.65625 $358,312,500 $99,611
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</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 April 6, 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 April
1, 1999, Mr. Spiess had a direct or indirect interest in 94,799 shares of
Common Stock and had options to purchase an additional 130,264 shares, of
which options to purchase 64,027 shares will be exercisable within 60 days
after April 1, 1999.
-2-
<PAGE>
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, voting as a single class, 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 without further authorization of the Board. Directors and
officers of other subsidiaries and joint ventures and employees and agents of
the Corporation and any subsidiaries or joint ventures 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.
-3-
<PAGE>
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.
23(c) Consent of KPMG Peat Marwick 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.
-4-
<PAGE>
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 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.
-5-
<PAGE>
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 9th day of April, 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 AND APRIL 9, 1999
- ---------------------------------------------------- DIRECTOR (CHIEF
(CHARLES K. GIFFORD) EXECUTIVE OFFICER)
HENRIQUE DE CAMPOS MEIRELLES* PRESIDENT AND CHIEF APRIL 9, 1999
- ----------------------------------------------------- OPERATING OFFICER AND
(HENRIQUE DE CAMPOS MEIRELLES) DIRECTOR
VICE CHAIRMAN, CHIEF
SUSANNAH M. SWIHART* FINANCIAL OFFICER AND APRIL 9, 1999
- ---------------------------------------------------- TREASURER (CHIEF
(SUSANNAH M. SWIHART) FINANCIAL OFFICER)
ROBERT T. JEFFERSON* COMPTROLLER (CHIEF APRIL 9, 1999
- ---------------------------------------------------- ACCOUNTING OFFICER)
(ROBERT T. JEFFERSON)
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- -----
<S> <C> <C>
WAYNE A. BUDD* DIRECTOR APRIL 9, 1999
- -------------------------------------------
(WAYNE A. BUDD)
WILLIAM F. CONNELL* DIRECTOR APRIL 9, 1999
- -------------------------------------------
(WILLIAM F. CONNELL)
GARY L. COUNTRYMAN* DIRECTOR APRIL 9, 1999
- -------------------------------------------
(GARY L. COUNTRYMAN)
ALICE F. EMERSON* DIRECTOR APRIL 9, 1999
- -------------------------------------------
(ALICE F. EMERSON)
THOMAS J. MAY* DIRECTOR APRIL 9, 1999
- -------------------------------------------
(THOMAS J. MAY)
DONALD F. MCHENRY* DIRECTOR APRIL 9, 1999
- -------------------------------------------
(DONALD F. MCHENRY)
PAUL C. O'BRIEN* DIRECTOR APRIL 9, 1999
- -------------------------------------------
(PAUL C. O'BRIEN)
THOMAS R. PIPER* DIRECTOR APRIL 9, 1999
- -------------------------------------------
(THOMAS R. PIPER)
FRANCENE S. RODGERS* DIRECTOR APRIL 9, 1999
- -------------------------------------------
(FRANCENE S. RODGERS)
JOHN W. ROWE* DIRECTOR APRIL 9, 1999
- -------------------------------------------
(JOHN W. ROWE)
GLENN P. STREHLE* DIRECTOR APRIL 9, 1999
- -------------------------------------------
(GLENN P. STREHLE)
WILLIAM C. VAN FAASEN* DIRECTOR APRIL 9, 1999
- -------------------------------------------
(WILLIAM C. VAN FAASEN)
THOMAS B. WHEELER* DIRECTOR APRIL 9, 1999
- -------------------------------------------
(THOMAS B. WHEELER)
ALFRED M. ZEIEN* DIRECTOR APRIL 9, 1999
- -------------------------------------------
(ALFRED M. ZEIEN)
*BY: /s/ GARY A. SPIESS
- -------------------------------------------
(GARY A. SPIESS, ATTORNEY-IN-FACT)
</TABLE>
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<PAGE>
EXHIBIT 5
April 9, 1999
BankBoston Corporation
100 Federal Street
Boston, Massachusetts 02110
Re: BANKBOSTON CORPORATION'S REGISTRATION STATEMENT ON
FORM S-8 RELATING TO THE 1998 SHARED OPPORTUNITIES
PROGRAM
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 8,400,000 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 Shared Opportunities Program (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.
<PAGE>
BankBoston Corporation - 2 - April 9, 1999
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 21, 1999 on
our audits of the consolidated financial statements of BankBoston Corporation
and subsidiaries as of December 31, 1998 and 1997, and for each of the years
in the three-year period ended December 31, 1998 included in the
Corporation's 1998 Annual Report to Stockholders and in Exhibit 13 to the
Corporation's 1998 Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
------------------------------
Boston, Massachusetts
April 9, 1999
<PAGE>
Exhibit 23(c)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Fleet Financial Group, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of BankBoston Corporation dated April 9, 1999, of our report dated
January 20, 1999, with respect to the consolidated balance sheets of Fleet
Financial Group, Inc. and subsidiaries as of December 31, 1998 and 1997, and
the related consolidated statements of income, changes in stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1998, which report is incorporated by reference in the Annual
Report on Form 10-K of Fleet Financial Group, Inc. for the year ended
December 31, 1998.
Boston, Massachusetts
April 9, 1999
/s/KPMG Peat Marovick LLP
<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, Erich Schumann, 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 Shared Opportunities Program 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
/s/ CHARLES K. GIFFORD EXECUTIVE OFFICER AND APRIL 9, 1999
- ------------------------------------------------ DIRECTOR (CHIEF EXECUTIVE
(CHARLES K. GIFFORD) OFFICER)
/s/ HENRIQUE DE CAMPOS MEIRELLES PRESIDENT AND CHIEF
- ------------------------------------------------ OPERATING OFFICER AND APRIL 9, 1999
(HENRIQUE DE CAMPOS MEIRELLES) DIRECTOR
VICE CHAIRMAN, CHIEF
/s/ SUSANNAH M. SWIHART FINANCIAL OFFICER AND APRIL 9, 1999
- ------------------------------------------------ TREASURER (CHIEF FINANCIAL
(SUSANNAH M. SWIHART) OFFICER)
/s/ ROBERT T. JEFFERSON
- ------------------------------------------------ COMPTROLLER (CHIEF APRIL 9, 1999
(ROBERT T. JEFFERSON) ACCOUNTING OFFICER)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ WAYNE A. BUDD DIRECTOR APRIL 9, 1999
- ------------------------------------------
(WAYNE A. BUDD)
/s/ WILLIAM F. CONNELL DIRECTOR APRIL 9, 1999
- ------------------------------------------
(WILLIAM F. CONNELL)
/s/ GARY L. COUNTRYMAN DIRECTOR APRIL 9, 1999
- ------------------------------------------
(GARY L. COUNTRYMAN)
/s/ ALICE F. EMERSON DIRECTOR APRIL 9, 1999
- ------------------------------------------
(ALICE F. EMERSON)
/s/ THOMAS J. MAY DIRECTOR APRIL 9, 1999
- ------------------------------------------
(THOMAS J. MAY)
/s/ DONALD F. MCHENRY DIRECTOR APRIL 9, 1999
- ------------------------------------------
(DONALD F. MCHENRY)
/s/ PAUL C. O'BRIEN DIRECTOR APRIL 9, 1999
- ------------------------------------------
(PAUL C. O'BRIEN)
/s/ THOMAS R. PIPER DIRECTOR APRIL 9, 1999
- ------------------------------------------
(THOMAS R. PIPER)
/s/ FRANCENE S. RODGERS DIRECTOR APRIL 9, 1999
- ------------------------------------------
(FRANCENE S. RODGERS)
/s/ JOHN W. ROWE DIRECTOR APRIL 9, 1999
- ------------------------------------------
(JOHN W. ROWE)
/s/ GLENN P. STREHLE DIRECTOR APRIL 9, 1999
- ------------------------------------------
(GLENN P. STREHLE)
/s/ WILLIAM C. VAN FAASEN DIRECTOR APRIL 9, 1999
- ------------------------------------------
(WILLIAM C. VAN FAASEN)
/s/ THOMAS B. WHEELER DIRECTOR APRIL 9, 1999
- ------------------------------------------
(THOMAS B. WHEELER)
/s/ ALFRED M. ZEIEN DIRECTOR APRIL 9, 1999
- ------------------------------------------
(ALFRED M. ZEIEN)
</TABLE>
