<PAGE>
As filed with the Securities and Exchange Commission on January 31, 2000
Registration No. 333-
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FLEET BOSTON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------------------------------------------
RHODE ISLAND 05-0341324
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
BANKBOSTON CORPORATION 1998 SHARED OPPORTUNITIES PROGRAM
BANKBOSTON CORPORATION 1996 SHARED OPPORTUNITIES PROGRAM
FLEET BOSTON CORPORATION 1996 LONG-TERM INCENTIVE PLAN
1998 STOCK OPTION PLAN FOR EMPLOYEES OF FLEETBOSTON ROBERTSON STEPHENS INC.
(FULL TITLES OF THE PLANS)
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<TABLE>
<S> <C>
WILLIAM C MUTTERPERL, ESQ. GARY A. SPIESS, ESQ.
EXECUTIVE VICE PRESIDENT, SECRETARY SENIOR VICE PRESIDENT, SENIOR DEPUTY GENERAL
AND GENERAL COUNSEL COUNSEL AND ASSISTANT SECRETARY
FLEET BOSTON CORPORATION FLEET BOSTON CORPORATION
ONE FEDERAL STREET 100 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110 BOSTON, MASSACHUSETTS 02110
617-346-4000 617-434-2870
</TABLE>
(NAMES, ADDRESSES AND TELEPHONE NUMBERS, INCLUDING AREA CODES, OF AGENTS FOR
SERVICE)
Copy to:
JANICE B. LIVA, ESQ.
DEPUTY GENERAL COUNSEL AND ASSISTANT SECRETARY
FLEET BOSTON CORPORATION
100 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
617-434-8630
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE PER AGGREGATE REGISTRATION FEE
TO BE REGISTERED REGISTERED SHARE (1) OFFERING PRICE (1) (1)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share (2) 42,000,000 shares $29.9375 $1,257,375,000 $331,947
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, based on the average of the high and low prices of the
Registrant's Common Stock as reported by the New York Stock Exchange on
January 25, 2000.
(2) Including preferred share purchase rights.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 complements Post-Effective
Amendment No. 1 on Form S-8 ("Amendment No. 1") to the Registration Statement on
Form S-4 (File No. 333-82433) of Fleet Boston Corporation (formerly Fleet
Financial Group, Inc.), a Rhode Island corporation (the "Registrant"). On
October 1, 1999, BankBoston Corporation, a Massachusetts corporation
("BankBoston") merged into the Registrant (the "Merger"), with the Registrant as
the surviving corporation in the Merger. Pursuant to the terms of the Merger,
all outstanding BankBoston employee and director stock options exercisable for
the common stock, par value $1.00 per share, of BankBoston ("BankBoston Common
Stock") were converted into stock options exercisable for the common stock, par
value $.01 per share, of the Registrant ("Fleet Boston Common Stock") based on a
formula described in the offering materials sent to the holders of such
BankBoston stock options. In addition, modifications were made to other
BankBoston stock plans to provide for the issuance of Fleet Boston Common Stock
in lieu of BankBoston Common Stock, as provided in the relevant plan; updated
offering materials were also sent to participants in those plans. The shares
related to certain stock plans of BankBoston were registered pursuant to
Amendment No. 1; the remainder of those shares are being registered pursuant to
this Registration Statement.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated by reference in this
Registration Statement:
(a) The Registrant's latest Annual Report filed on Form 10-K for the
fiscal year ended December 31, 1998;
(b) The Registrant's quarterly reports filed on Form 10-Q for the
quarters ended March 31, 1999, June 30, 1999 and September 30,
1999;
(c) The Registrant's current reports on Form 8-K filed February 1,
1999, March 17, 1999, April 2, 1999, April 20, 1999, May 14, 1999,
July 20, 1999, August 12, 1999, September 16, 1999, September 30,
1999, October 1, 1999, October 15, 1999, November 2, 1999,
November 19, 1999, November 22, 1999 (which included audited
supplemental consolidated financial statements reflecting the
merger of BankBoston Corporation into the Registrant, as well as
a Report of Independent Accountants), December 16, 1999 and
January 12, 2000;
(d) The description of the Registrant's common stock contained in a
Registration Statement filed by Industrial National Corporation
(predecessor to the Registrant) on Form 8-B dated May 29, 1970,
and any amendment or report filed for the purpose of updating such
description; and
(e) The description of the Preferred Share Purchase Rights contained
in the Registration Statement on Form 8-A dated November 29, 1990
(as amended by an Amendment to the Application on Form 8-A dated
September 6, 1991, a Form 8-A/A dated March 17, 1995 and a Form
8-A/A dated May 5, 1999).
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of common stock offered have been sold or which deregisters all
such shares then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K
-3-
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities offered hereby will be passed upon for
the Registrant by Edwards & Angell, LLP, 101 Federal Street, Boston,
Massachusetts 02110-1800. V. Duncan Johnson, a partner of Edwards & Angell, LLP,
is a director of Fleet Bank (RI), National Association, one of the Registrant's
wholly-owned subsidiaries, and beneficially owns 9,856 shares of Fleet Boston
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's By-laws provide for indemnification to the extent
permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law.
Such section, as adopted by the By-laws, requires the Registrant to indemnify
directors, officers, employees or agents against judgments, fines, reasonable
costs, expenses and counsel fees paid or incurred in connection with any
proceeding to which such director, officer, employee or agent or his legal
representative may be a party (or for testifying when not a party) by reason of
his being a director, officer, employee or agent, provided that such director,
officer, employee or agent shall have acted in good faith and shall have
reasonably believed (a) if he was acting in his official capacity that his
conduct was in the Registrant's best interest, (b) in all other cases that his
conduct was at least not opposed to its best interests, and (c) in the case of
any criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. The Registrant's By-laws provide that such rights to indemnification
are contract rights and that the expenses incurred by an indemnified person
shall be paid in advance of a final disposition of any proceeding, provided
however, that if required under applicable law, such person must deliver a
written affirmation that he has met the standards of care required under such
provisions to be entitled to indemnification and provides an undertaking by or
on behalf of such person to repay all amounts advanced if it is ultimately
determined that such person is not entitled to indemnification. With respect to
possible indemnification of directors, officers and controlling persons of the
Registrant for liabilities arising under the Securities Act of 1933 (the "Act")
pursuant to such provisions, the Registrant is aware that the Securities and
Exchange Commission has publicly taken the position that such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
A list of the exhibits included as part of this Registration Statement
is set forth in the Exhibit Index which immediately precedes such exhibits and
is hereby incorporated by reference herein.
ITEM 9. UNDERTAKINGS.
The Corporation hereby undertakes:
-4-
<PAGE>
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
i. To include any prospectus required by Section 10(a)(3)
of the Act;
ii. To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement (or the most recent
post-effective amendment thereto); and
iii. 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;
provided, however, that paragraphs i. and ii. shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the 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 Registrant hereby undertakes that, for purposes of determining any
liability under the 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 Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 6, or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant 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 Registrant 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 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
Registrant certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Boston, and the Commonwealth of Massachusetts, on
January 31, 2000.
FLEET BOSTON CORPORATION
By: /s/ TERRENCE MURRAY
------------------------------------
Terrence Murray
Chairman and Chief Executive Officer
Each person whose signature appears below hereby constitutes and
appoints the Chairman and Chief Executive Officer, the President and Chief
Operating Officer, the Vice Chairman and Chief Financial Officer, the Secretary
or the Senior Deputy General Counsel, or any of them, acting alone, as his true
and lawful attorney-in-fact, with full power and authority to execute in the
name, place and stead of each such person in any and all capacities and to file,
an amendment or amendments to the Registration Statement (and all exhibits
thereto) and any documents relating thereto, which amendments may make such
changes in the Registration Statement as said officer or officers so acting
deem(s) advisable.
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 January 31, 2000.
SIGNATURE TITLE
--------- -----
/S/ TERRENCE MURRAY Chairman, Chief Executive Officer and Director
- ----------------------------
Terrence Murray
/S/ CHARLES K. GIFFORD President, Chief Operating Officer and Director
- ----------------------------
Charles K. Gifford
/S/ ROBERT J. HIGGINS President of Commercial and Retail Banking
- ---------------------------- and Director
Robert J. Higgins
/S/HENRIQUE C. MEIRELLES President of Global Banking and Financial
- ---------------------------- Services and Director
Henrique C. Meirelles
/S/ EUGENE M. MCQUADE Vice Chairman and Chief Financial Officer
- ----------------------------
Eugene M. McQuade
/S/ ERICH SCHUMANN Senior Vice President and Chief Accounting
- ---------------------------- Officer
Erich Schumann
-6-
<PAGE>
SIGNATURE TITLE
--------- -----
/S/ JOEL B. ALVORD Director
- ----------------------------
Joel B. Alvord
/S/ WILLIAM BARNET, III Director
- ----------------------------
William Barnet, III
/S/ DANIEL P. BURNHAM Director
- ----------------------------
Daniel P. Burnham
/S/ PAUL J. CHOQUETTE, JR. Director
- ----------------------------
Paul J. Choquette, Jr.
/S/ JOHN T. COLLINS Director
- ----------------------------
John T. Collins
/S/ WILLIAM F. CONNELL Director
- ----------------------------
William F. Connell
/S/ GARY L. COUNTRYMAN Director
- ----------------------------
Gary L. Countryman
/S/ ALICE F. EMERSON Director
- ----------------------------
Alice F. Emerson
/S/ JAMES F. HARDYMON Director
- ----------------------------
James F. Hardymon
/S/ MARIAN L. HEARD Director
- ----------------------------
Marian L. Heard
/S/ ROBERT M. KAVNER Director
- ----------------------------
Robert M. Kavner
/S/ THOMAS J. MAY Director
- ----------------------------
Thomas J. May
/S/ DONALD F. MCHENRY Director
- ----------------------------
Donald F. McHenry
/S/ MICHAEL B. PICOTTE Director
- ----------------------------
Michael B. Picotte
/S/ THOMAS R. PIPER Director
- ----------------------------
Thomas R. Piper
-7-
<PAGE>
SIGNATURE TITLE
--------- -----
/S/ THOMAS C. QUICK Director
- ----------------------------
Thomas C. Quick
/S/ FRANCENE S. RODGERS Director
- ----------------------------
Francene S. Rodgers
/S/ JOHN W. ROWE Director
- ----------------------------
John W. Rowe
/S/ THOMAS M. RYAN Director
- ----------------------------
Thomas M. Ryan
/S/ PAUL R. TREGURTHA Director
- ----------------------------
Paul R. Tregurtha
-8-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
<S> <C>
5 Opinion of Edwards & Angell, LLP as to the legality of the shares of Fleet Boston
Common Stock offered herein.
23.1 Consent of Edwards & Angell, LLP (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney of certain officers and directors (included on pages 6 to 8)
</TABLE>
<PAGE>
EXHIBIT 5
January 31, 2000
Fleet Boston Corporation
One Federal Street
Boston, MA 02110
Re: FLEET BOSTON CORPORATION
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Fleet Boston Corporation (the
"Company") with the Securities and Exchange Commission on January 31, 2000 in
connection with the registration under the Securities Act of 1933, as amended,
of 42,000,000 shares of the Company's Common Stock, $.01 par value, including
the associated preferred share purchase rights (the "Common Stock"), reserved
for issuance under the BankBoston Corporation 1998 Shared Opportunities Program,
the BankBoston Corporation 1996 Shared Opportunities Program, the Fleet Boston
Corporation 1996 Long-Term Incentive Plan and the 1998 Stock Option Plan for
Employees of FleetBoston Robertson Setphens Inc. (collectively, the "Plans").
We have served as counsel for the Company and, as such, have assisted
in the organization thereof under the laws of the State of Rhode Island and are
familiar with all corporate proceedings since its organization. We have examined
the following documents and records:
1. The Restated Articles of Incorporation of the Company, as
amended;
2. The By-Laws of the Company, as amended;
3. The Plans;
4. All corporate minutes and proceedings of the Company relating
to the Plans and the issuance of the Common Stock being
registered under the Registration Statement; and
5. The specimen certificate of Common Stock.
<PAGE>
Fleet Boston Corporation
January 31, 2000
Page 2
We have also examined such further documents, records and proceedings
as we have deemed pertinent in connection with the issuance of said Common
Stock. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the completeness and authenticity of all
documents submitted to us as originals, and the conformity to the originals of
all documents submitted to us as certified, photostatic or conformed copies, and
the validity of all laws and regulations.
We are qualified to practice law in the State of Rhode Island and we do
not purport to express any opinion herein concerning any law other than the laws
of the State of Rhode Island and the federal law of the United States.
Based upon such examination, it is our opinion that the Common Stock
being registered by the Registration Statement, when issued and paid for as
contemplated by the Plans, will be legally issued, fully paid and
non-assessable.
V. Duncan Johnson, a partner of Edwards & Angell, is a director of
Fleet National Bank, a subsidiary of the Company, and beneficially owns 9,856
shares of Common Stock.
We hereby consent to the use of our name in and the use of this opinion
in connection with the Registration Statement and all amendments thereto.
Very truly yours,
EDWARDS & ANGELL, LLP
By: /s/ Laura N. Wilkinson
------------------------------------
Laura N. Wilkinson
Partner
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 22, 1999 relating to the
supplemental financial statements of Fleet Boston Corporation, which appears in
the Current Report on Form 8-K of Fleet Boston Corporation filed November 22,
1999.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
January 31, 2000
