As filed with the Securities and Exchange Commission on October 1, 1996.
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
WASHINGTON TRUST BANCORP, INC.
(Exact name of registrant as specified in its charter)
Rhode Island 05-0404671
(State of Incorporation) (IRS Employer Identification No.)
23 Broad Street, Westerly, Rhode Island 02891
(Address of principal executive offices) (zip code)
Washington Trust Bancorp, Inc. Amended and Restated
1988 Stock Option Plan
Washington Trust Bancorp, Inc. 1996 Directors' Stock Plan
(Full title of Plans)
Joseph J. Kirby
Chairman and Chief Executive Officer
Washington Trust Bancorp, Inc.
23 Broad Street, Westerly, Rhode Island 02891
(401)348-1200
(Name and address of agent for service)
Copies to:
Jayne M. Donegan, Esquire
Brown, Rudnick, Freed & Gesmer
One Providence Washington Plaza
Providence, Rhode Island 02903
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ------------------------- ------------------- ---------------------- ------------------------- ----------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered (2) share price registration fee
- ------------------------- ------------------- ---------------------- ------------------------- ----------------------
<S> <C> <C> <C> <C>
Common Share Purchase
Rights (1) 901,700 --- (3) --- (3) ---
Common Stock, $.0625 1,700 shares $41.00 (5) $69,700.00 $100.00
par value(4)
- ------------------------- ------------------- ---------------------- ------------------------- ----------------------
<FN>
(1) On August 15, 1996, the Board of Directors of the Corporation declared
a dividend of one common share purchase right (the "Rights") for each
share of Common Stock outstanding on September 3, 1996. The 901,700
Rights registered hereby represents one Right that may be issued in
connection with each share of Common Stock issuable upon exercise of
options granted or to be granted under the Corporation's Amended and
Restated 1988 Stock Option Plan and in connection with each share of
Common Stock issued under the Corporation's 1996 Directors' Stock Plan.
(2) Such presently indeterminable number of additional shares of Common
Stock and Rights are also registered hereunder as may be issued in the
event of a merger, consolidation, reorganization, recapitalization,
stock dividend, stock split or other similar change in Common Stock.
(3) The Rights are not separately transferable apart from the Common Stock,
nor are they exercisable until the occurrence of certain events.
Accordingly, no independent value has been attributed to the Rights.
(4) To be issued to certain Directors of the Corporation pursuant to the
Corporation's 1996 Directors' Stock Plan.
(5) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended, on
the basis of the average high and low prices for the Corporation's
Common Stock on September 27 , 1996, as reported by the Nasdaq Stock
Market.
</FN>
</TABLE>
===============================================================================
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement also incorporates by reference and serves as Post-Effective Amendment
No. 2 to Registration Statement No. 33-23048 on Form S-8, filed with respect to
the Common Stock issuable with respect to the Registrant's Amended and Restated
1988 Stock Option Plan; Registration Statement No. 33-23048 is also amended to
reflect that the number of shares registered thereunder has been increased to
900,000 as a result of a three-for-two stock split declared by the Board of
Directors of the Corporation which will become effective on October 15, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Corporation hereby incorporates by reference into this Registration
Statement the following documents:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (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 Rights which is contained in the
Corporation's Registration Statement on Form 8-A filed pursuant to Section 12 of
the Exchange Act on August 16, 1996, and Amendment No. 1 on Form 8-A/A thereto,
and all amendments thereto and reports filed for the purpose of updating such
description and the description of the Corporation's Common Stock which is
contained in its Registration Statement filed under the Exchange Act, including
all amendments and reports updating such description.
All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and 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 hereby 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 to be 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 subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Rights to be issued in connection with Common Stock
issuable upon exercise of the options granted or to be granted under the Amended
and Restated 1988 Stock Option Plan and the Common Stock to be issued under the
1996 Directors' Stock Plan has been passed upon for the Corporation by Brown,
Rudnick, Freed & Gesmer, One Providence Washington Plaza, Providence, Rhode
Island 02903.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation's By-laws provide for indemnification to the extent
permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law, as
amended. Such section, as adopted by the By-laws, requires the Corporation to
indemnify directors, officers, employees or agents against judgments, penalties,
fines, amounts paid in settlement and reasonable expenses, including attorneys'
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 Corporation's best
interests, (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 Corporation'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 delivers a written affirmation that he has met the
standards of care required under such provisions to be entitled to
indemnification. With respect to possible indemnification of directors, officers
and controlling persons of the Corporation for liabilities arising under the
Securities Act of 1933, as amended (the "Act") pursuant to such provisions, the
Corporation 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.
Number Description
4.1 Restated Articles of Incorporation of the Registrant --
Filed as Exhibit 3.(i) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.*
4.2 By-laws of the Registrant -- Filed as Exhibit 3.(ii) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990.*
4.3 Rights Agreement between the Registrant and The Washington
Trust Company dated as of August 15, 1996 (including Form of Right
Certificate attached thereto as Exhibit A) -- Filed as Exhibit 1
to the Registrant's Registration Statement on Form 8-A.
5 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Brown, Rudnick, Freed & Gesmer is included in their
legal opinion filed as Exhibit 5 hereof.
24 Power of Attorney (included on the signature page of this
Registration Statement).
99.1 The Registrant's Amended and Restated 1988 Stock Option Plan
-- Filed as Exhibit 10.4 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1994.*
99.2 Vote of the Board of Directors of the Corporation which constitutes
the Corporation's 1996 Directors' Stock Plan.
- --------------
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant 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 liability under the
Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Town of Westerly, State of Rhode Island, on September 30,
1996.
WASHINGTON TRUST BANCORP, INC.
By: Joseph J. Kirby
-------------------
Joseph J. Kirby
Chairman and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Joseph J. Kirby and David V. Devault and each of
them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Signature Title Date
Joseph J. Kirby Chairman and Chief Executive September 30, 1996
- ------------------- Officer and Director
Joseph J. Kirby (Principal Executive Officer)
David V. Devault Vice President and Chief September 30, 1996
- -------------------- Financial Officer (Principal
David V. Devault Financial and Accounting Officer)
Gary P. Bennett Director September 30, 1996
- -------------------
Gary P. Bennett
Larry J. Hirsch Director September 30, 1996
- --------------------
Larry J. Hirsch
Director September____, 1996
- --------------------
Mary E. Kennard
Director September____, 1996
- --------------------
Steven J. Crandall
Director September____, 1996
- -------------------
Richard A. Grills
Director September____, 1996
- -------------------------
James W. McCormick, Jr.
Victor J. Orsinger, II Director September 30, 1996
- -------------------------
Victor J. Orsinger, II
Director September____, 1996
- --------------------
James P. Sullivan
Neil H. Thorp Director September 30, 1996
- -----------------
Neil H. Thorp
Katherine W. Hoxsie Director September 30, 1996
- ---------------------
Katherine W. Hoxsie
Brendan P. O'Donnell Director September 30, 1996
- ----------------------
Brendan P. O'Donnell
Director September____, 1996
- ----------------------
Anthony J. Rose, Jr.
John C. Warren Director September 30, 1996
- -------------------
John C. Warren
EXHIBIT INDEX
Number Description Reference
4.1 Restated Articles of Incorporation of the Registrant -- Filed as
Exhibit 3.(i) to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.*
4.2 By-laws of the Registrant -- Filed as Exhibit 3.(ii) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990.*
4.3 Rights Agreement between the Registrant and The Washington Trust Company
dated as of August 15, 1996 (including Form of Right Certificate
attached thereto as Exhibit A) -- Filed as Exhibit 1 to the
Registrant's Registration Statement on Form 8-A.
5 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Brown, Rudnick, Freed & Gesmer is included in their legal
opinion filed as Exhibit 5 hereof.
24 Power of Attorney (included on the signature page of this Registration
Statement).
99.1 The Registrant's Amended and Restated 1988 Stock Option Plan -- Filed as
Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.*
99.2 Vote of the Board of Directors of the Corporation which constitutes
the 1996 Directors' Stock Plan.
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
(LOGO HERE) BROWN
RUDNICK
FREED &
GESMER
A Partnership of
Professional Corporations
ONE OLD STONE SQUARE
PROVIDENCE, RHODE ISLAND 02903
401-276-2600
FAX: 401-276-2601
Boston/Hartford
October 1, 1996
Washington Trust Bancorp, Inc.
23 Broad Street
Westerly, Rhode Island 02891
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
We are general counsel to Washington Trust Bancorp, Inc., a Rhode
Island corporation (the "Corporation"). We have been asked to deliver this
opinion in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of
a Registration Statement on Form S-8 (the "Registration Statement") relating to
1,700 shares of the Corporation's Common Stock, $.0625 par value (the "Shares")
and 901,700 Rights, as defined below. The Rights are issuable pursuant to that
certain Rights Agreement, dated as of August 15, 1996 (the "Rights Agreement"),
providing, in effect, for the delivery of a right (a "Right"), along with each
share of Common Stock issued by the Corporation.
The Shares are issuable pursuant to the Corporation's 1996 Directors'
Stock Plan (the "Directors' Plan"). Of the Rights, (i) 1,700 are issuable
pursuant to the Directors' Plan, and (ii) 900,000 are issuable upon exercise of
options granted or to be granted pursuant to the Corporation's Amended and
Restated 1988 Stock Option Plan (the "1988 Plan"). The Directors' Plan and the
1988 Plan are hereinafter referred to collectively as the Plans.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the following documents (collectively, the "Documents"):
1. A copy of the Restated Articles of Incorporation of the
Corporation as in effect on the date hereof;
2. A copy of the Bylaws of the Corporation as in effect on the date
hereof;
3. The corporate records of the Corporation relating to the
proceedings of the directors of the Corporation with regard to
the issuance of the Rights and the Shares;
4. Each of the Plans;
5. The Rights Agreement; and
6. The Registration Statement.
For purposes of this opinion we have assumed without any investigation
(1) the legal capacity of each natural person and (2) the genuineness of each
signature, the completeness of each document submitted to us as an original and
the conformity with the original of each document submitted to us as a copy.
Our opinion hereafter expressed is based solely upon (1) our review of
the Documents, (2) discussions with certain officers of the Corporation with
respect to the Documents, (3) discussions with those of our attorneys who have
devoted substantive attention to the matters contained herein and (4) such
review of published sources of law as we have deemed necessary.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued in accordance with the terms
of the applicable Plan, the Shares will be validly issued, fully paid and
nonassessable. The Rights have been duly authorized and, when issued in
accordance with the terms of the Rights Agreement, will be validly issued, fully
paid and nonassessable.
We express no legal opinion upon any matter other than those explicitly
addressed in the immediately preceding paragraph, and our express opinions
therein contained shall not be interpreted to be implied opinions upon any other
matter.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm wherever it appears in
the Registration Statement.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER, LTD.
By: Brown, Rudnick, Freed & Gesmer, a partner
By: Andrew M. Hodgkin
Andrew M. Hodgkin, a Member duly authorized
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Washington Trust Bancorp, Inc.:
We consent to the incorporation by reference in the Registration Statements on
Form S-8 of our report dated January 16, 1996, relating to the consolidated
balance sheets of Washington Trust Bancorp, Inc. and subsidiary (the
Corporation) as of December 31, 1995 and 1994, and the related consolidated
statements of income, changes in shareholders' equity and cash flows for each of
the years in the three year period ended December 31, 1995, which report appears
in the December 31, 1995 annual report on Form 10-K of Washington Trust Bancorp,
Inc. Our report indicates that the Corporation adopted a new method of
accounting for certain debt and equity securities effective January 1, 1994, and
a new method of accounting for income taxes effective January 1, 1993.
KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Providence, Rhode Island
October 1, 1996
WASHINGTON TRUST BANCORP, INC.
THE WASHINGTON TRUST COMPANY
MEETING OF THE BOARD OF DIRECTORS
VOTED: That, pursuant to the recommendation of the Executive Committee,
The Washington Trust Company (the "Bank") and Washington Trust
Bancorp, Inc. (the "Corporation") terminate the Outside
Directors' Retainer Continuation Plan (the "Directors' Plan")
and all benefits under the Directors' Plan, provided that all
retired Directors currently receiving payments pursuant to the
Plan will continue to receive such payments in accordance with
the terms and conditions of the Plan.
VOTED: That, pursuant to the further recommendation of the Executive
Committee, the Corporation, in consideration of the termination
of the Directors' Plan, adopt, and it hereby does adopt, the
Washington Trust Bancorp, Inc. 1996 Directors' Stock Plan (the
"1996 Plan") pursuant to which the Corporation shall issue to
each of its non-employee Directors that number of shares (the
aggregate number of shares to be issued, the "Shares") of common
stock of the Corporation, $.0625 par value (the "Common Stock"),
as shall be calculated by dividing (i) the amount that would be
payable to each such Director under the terms of the Directors'
Plan if it were to remain in effect, and if such Director were
to leave service as a Director effective September 30, 1996, and
if all other conditions for payment to each Director were
satisfied (as such amount shall be calculated by the Hay Group)
by (ii) the Average Stock Price. The "Average Stock Price" shall
be the average of the closing prices of the Common Stock as
reported by the Nasdaq Stock Market for each day during the
period beginning on January 1, 1996 and ending on September 30,
1996.
VOTED: That the Shares shall be issued to the Directors, effective as
of October 1, 1996, and that each Director shall notify the
Corporation as to whether he or she elects to receive Restricted
Stock or Common Stock without restrictions. "Restricted Stock"
shall be Common Stock which shall be forfeited to the
Corporation without payment of consideration to the Director in
the event that such Director resigns from the Board of Directors
without the approval of a majority of the the Board of Directors
(excluding the Director leaving the Board). The terms of such
restriction shall terminate on September 30, 1999.
VOTED: That the Chairman of the Board, President, Treasurer and
Secretary be, and they hereby are, authorized and directed to
issue on October 1, 1996 or as soon thereafter as practicable,
pursuant to the 1996 Plan, stock certificates for that number of
whole (i.e. not fractional), fully paid and non-assessable
shares of Common Stock or Restricted Stock of the Corporation to
which the Directors are entitled under these resolutions.
VOTED: That The Washington Trust Company, the Corporation's transfer
agent and registrar (the "Transfer Agent"), be, and it hereby
is, authorized and directed to issue and record on its transfer
books, stock certificates representing such shares of Common
Stock and Restricted Stock payable pursuant to the 1996 Plan and
register such stock certificates representing such shares of
Common Stock and Restricted Stock.
VOTED: That the proper officers of the Corporation be, and each of them
hereby is, authorized for and on behalf of the Corporation, to
execute personally or by attorney-in-fact and to cause to be
filed with the Securities and Exchange Commission such new
registration statement under the Securities Act of 1933, as
amended (the "Securities Act") as any such officer shall deem
necessary, for the registration of the Shares, and thereafter to
execute and cause to be filed any amended registration statement
or registration statements and amended prospectus or
prospectuses, or amendments or supplements to any of the
foregoing, and to cause such registration statements and any
amendments thereto to become effective in accordance with the
Securities Act of 1933, as amended (the "Securities Act"), and
the General Rules and Regulations of the Securities and Exchange
Commission thereunder.
VOTED: That the Chairman of the Board and Chief Executive Officer of
the Corporation be, and he hereby is, appointed as agent for
service of the Corporation with respect to said new registration
statement with all the powers and functions specified in the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Act.
VOTED: That the proper officers of the Corporation be, and each of them
acting singly hereby is, authorized, in the name and on behalf
of the Corporation, to take all such actions and to execute all
such documents as they may deem necessary or appropriate in
connection with the issuance of the Shares in order to comply
with the Securities Act and the Securities Exchange Act of 1934,
as amended.
VOTED: That the Corporation apply to the Nasdaq National Market to list
thereon the Shares authorized by these resolutions and that the
appropriate officers of the Corporation be, and each of them
hereby is, authorized and directed to take such action on behalf
of the Corporation as such officers may deem necessary and
appropriate to effect the listing of such Shares on the Nasdaq
National Market, including the execution of a listing
application therefore.
VOTED: That the Chairman of the Board, President and Treasurer of the
Corporation be, and each of them hereby is, authorized and
directed to take such action on behalf of the Corporation as
such officers may deem necessary and appropriate to effectuate
the intent and purposes of the foregoing resolutions.
