As filed with the Securities and Exchange Commission on March 20, 1998.
Registration No.
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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
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WASHINGTON TRUST BANCORP, INC.
(Exact name of registrant as specified in its charter)
Rhode Island 05-0404671
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(State of Incorporation) (IRS Employer Identification No.)
23 Broad Street, Westerly, Rhode Island 02891
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(Address of principal executive offices) (zip code)
Washington Trust Bancorp, Inc. 1997 Equity Incentive Plan
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(Full title of the Plan)
John C. Warren
President and Chief Executive Officer
Washington Trust Bancorp, Inc.
23 Broad Street, Westerly, Rhode Island 02891
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(Name and address of agent for service)
(401) 348-1200
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(telephone number, including area code, of agent for service)
Copies to:
Philip L. Flink
Brown, Rudnick, Freed & Gesmer
One Financial Center
Boston, Massachusetts 02111
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------- ------------------- ---------------------- ------------------------- ----------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered (1) share price registration fee
- ------------------------- ------------------- ---------------------- ------------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $.0625 675,000
par value shares (2) $30.00 (3) $20,250,000.00 $5,973.75
Common Share Purchase 675,000 --- --- ---
Rights (4)
- ------------------------- ------------------- ---------------------- ------------------------- ----------------------
<FN>
(1) 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.
(2) To be issued pursuant to the Corporation's 1997 Equity Incentive Plan.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) 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 March 17, 1998, as reported by the Nasdaq Stock Market.
(4) Pursuant to a Rights Agreement, dated August 15, 1996, one common share
purchase right (the "Rights") is deemed to be delivered with each share
of common stock issued by the Registrant. The 675,000 Rights registered
hereby represents one Right that may be issued in connection with each
share of Common Stock issuable under the Corporation's 1997 Equity
Incentive Plan. 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.
</FN>
</TABLE>
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<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, 1997.
(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 Corporation's Common Stock which is
contained in its Registration Statement filed under the Exchange Act, including
all amendments and reports updating such description and 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.
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 Common Stock issuable under the Corporation's 1997
Equity Incentive Plan and of the Rights to be issued in connection with such
Common Stock has been passed upon for the Corporation by Brown, Rudnick, Freed &
Gesmer, One Financial Center, Boston, Massachusetts 02111.
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 Amendment to Restated Articles of Incorporation - Filed as
Exhibit 3.i to the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1997.*
4.3 Amended and Restated By-Laws of the Corporation - Filed as
Exhibit 3.c to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997.*
4.4 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 (File No. 000-13091) filed with the Commission on
August 16, 1996.*
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 1997 Equity Incentive Plan - Filed as
Exhibit 10.a to the Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1997.*
- --------------
* 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.
<PAGE>
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 March 19, 1998.
WASHINGTON TRUST BANCORP, INC.
By: John C. Warren
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John C. Warren
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints John C. Warren 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
- ----------------------- -------------------------------- ---------------------
John C. Warren President and Chief Executive March 19, 1998
- ----------------------- Officer and Director
John C. Warren (Principal Executive Officer)
David V. Devault Vice President, Treasurer and March 19, 1998
- ----------------------- Chief Financial Officer
David V. Devault (Principal Financial and
Principal Accounting Officer)
Gary P. Bennett Director March 19, 1998
- -----------------------
Gary P. Bennett
Steven J. Crandall Director March 19, 1998
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Steven J. Crandall
Larry J. Hirsch Director March 19, 1998
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Larry J. Hirsch
<PAGE>
Signature Title Date
- ----------------------- -------------------------------- ---------------------
Director March __, 1998
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Mary E. Kennard
Richard A. Grills Director March 19, 1998
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Richard A. Grills
Joseph J. Kirby Director March 19, 1998
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Joseph J. Kirby
James W. McCormick, Jr. Director March 19, 1998
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James W. McCormick, Jr.
Victor J. Orsinger II Director March 19, 1998
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Victor J. Orsinger II
James P. Sullivan Director March 19, 1998
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James P. Sullivan
- ----------------------- Director March __, 1998
Neil H. Thorp
Katherine W. Hoxsie Director March 19, 1998
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Katherine W. Hoxsie
Brendan P. O'Donnell Director March 19, 1998
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Brendan P. O'Donnell
Anthony J. Rose, Jr. Director March 19, 1998
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Anthony J. Rose, Jr.
<PAGE>
Exhibit Index
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 Amendment to Restated Articles of Incorporation - Filed as
Exhibit 3.i to the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1997.*
4.3 Amended and Restated By-Laws of the Corporation - Filed as Exhibit
3.c to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.*
4.4 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
(File No. 000-13091) filed with the Commission on August 16, 1996.*
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 1997 Equity Incentive Plan - Filed as Exhibit
10.a to the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997.*
* 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.
<PAGE>
EXHIBIT 5
(LOGO HERE) BROWN
RUDNICK
FREED &
GESMER
A Partnership of
Professional Corporations
ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02111
617-856-8200
FAX: 617-856-8201
Hartford / Providence
March 19, 1998
Washington Trust Bancorp, Inc.
23 Broad Street
Westerly, Rhode Island 02891
RE: Registration Statement on Form S-8
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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
675,000 shares of the Corporation's Common Stock, $.0625 par value (the
"Shares") and 675,000 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 and
Rights are issuable pursuant to the Corporation's 1997 Equity Incentive Plan
(the "Plan").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Plan, the Rights Agreement and such other documents as we have deemed
necessary or advisable.
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.
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 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, PC.
By: Brown, Rudnick, Freed & Gesmer, a partner
By: Philip J. Flink
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Philip J. Flink, a Member duly authorized
<PAGE>
EXHIBIT 23.1
ACCOUNTANT'S CONSENT
The Board of Directors
Washington Trust Bancorp, Inc.:
We consent to the use of our report included in the Annual Report of Washington
Trust Bancorp, Inc. on Form 10-K for the year ended December 31, 1997 which is
incorporated herein by reference.
KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Providence, Rhode Island
March 20, 1998
