As filed with the Securities and Exchange Commission on July 28, 2000
Registration Statement No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
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
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
23 Broad Street
Westerly, Rhode Island 02891
(401) 348-1200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Office)
John C. Warren
Chairman and Chief Executive Officer
Washington Trust Bancorp, Inc.
23 Broad Street
Westerly, Rhode Island 02891
(401) 348-1200
(Name, Address, Including Zip Code and Telephone Number, Including Area Code,
of Agent for Service)
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Copies to:
Paul W. Lee, P.C.
Gregory J. Lyons, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
Approximate date of commencement of proposed sale to public:
From time to time after this Registration Statement becomes effective.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. | |
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this form is used to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier
effective registration statement for the same offering. | |
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective registration statement
for the same offering. | |
If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box. | |
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================= ===================== ======================= ======================= ====================
Proposed Maximum Proposed Maximum
Title of each Class of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered(1) Share(2) Price(2) Registration Fee
----------------------------------------- --------------------- ----------------------- ----------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.0625 per share 1,010,808 Shares $14.625 $14,783,067 $3,903
========================================= ===================== ======================= ======================= ====================
<FN>
(1) This Registration Statement also relates to such additional number of
shares of Washington Trust Bancorp, Inc.'s common stock as may be
issuable as a result of a stock dividend, stock split, split-up,
recapitalization or other similar event.
(2) Based upon the average of the high and low sale prices reported on the
Nasdaq National Market on July 26, 2000 and estimated solely for the
purposes of calculating the registration fee in accordance with Rule
457(c) under the Securities Act of 1933.
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this Prospectus is not complete and may be changed.
The selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
Prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer and sale is not
permitted.
SUBJECT TO COMPLETION, dated July 28, 2000
PROSPECTUS
1,010,808 Shares
WASHINGTON TRUST BANCORP, INC.
Common Stock
(par value $.0625 per share)
------------------
The persons listed as the selling stockholders in this Prospectus are
offering to sell up to 1,010,808 shares of Washington Trust Bancorp, Inc.
("Washington Trust") common stock, $0.0625 par value per share.
The selling stockholders may offer their shares from time to time in
stock exchange transactions, in privately negotiated transactions or by a
combination of these methods, directly or indirectly through agents, and at
prevailing market prices or privately negotiated prices. See "Plan of
Distribution" section of this Prospectus.
Washington Trust will not receive any cash proceeds from the sale of the
shares of common stock offered by this Prospectus. We have agreed to bear
certain expenses associated with the registration of the shares under federal
and state securities laws, other than selling commissions, if any.
Our common stock is listed on the Nasdaq National Market under the
symbol "WASH." On July 26, 2000, the reported closing price for our common stock
was $14.625 per share.
Washington Trust provides commercial and retail banking products and
services through The Washington Trust Company of Westerly, Rhode Island, its
principal banking subsidiary.
We are a registered bank holding company incorporated in the State of
Rhode Island, with principal executive offices at 23 Broad Street, Westerly,
Rhode Island; our telephone number is (401) 348-1200.
----------------
Beginning on page 3, we have listed certain "Risk Factors" that you
should consider before you invest in our common stock.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is July __, 2000.
TABLE OF CONTENTS
Page
FORWARD-LOOKING STATEMENTS.................................................1
PROSPECTUS SUMMARY.........................................................2
RISK FACTORS...............................................................3
THE COMPANY................................................................5
REGISTRATION RIGHTS OF THE SELLING STOCKHOLDERS............................7
THE SELLING STOCKHOLDERS...................................................7
PLAN OF DISTRIBUTION.......................................................8
USE OF PROCEEDS...........................................................10
LEGAL MATTERS.............................................................10
EXPERTS...................................................................10
WHERE YOU MAY FIND MORE INFORMATION.......................................10
You should rely only on information contained in this Prospectus, any
supplement to this Prospectus or incorporated by reference. We have not
authorized anyone to provide you with different or additional information. You
should not assume that the information in this Prospectus or any supplement is
accurate as of any date other than the date on the front of those documents. The
selling stockholders are not making an offer of the common stock in any state
where the offer is not permitted.
FORWARD-LOOKING STATEMENTS
This Prospectus includes both historical and forward-looking statements.
These forward-looking statements are not facts rather, they are intentions and
expectations relating to our plans, strategies and prospects under the
"Prospectus Summary," and "Risk Factors" sections of this Prospectus. The
forward-looking statements in these sections of the Prospectus can generally be
identified by our use of words such as "plan," "intend," "believe," "expect,"
and other words of similar import. Although we believe that our plans,
intentions and expectations reflected in or suggested by the forward-looking
statements are reasonable, we cannot assure you that we will achieve the plans,
intentions or expectations. We urge you to consider carefully the important
factors that could cause actual results to differ materially from the
forward-looking statements. Some of these factors are described in the section
entitled "Risk Factors" section and elsewhere in this Prospectus. We make all
the forward-looking statements in this Prospectus only as of the date of this
Prospectus, and we undertake no obligation to publicly update the
forward-looking statements to reflect subsequent events.
PROSPECTUS SUMMARY
This summary highlights selected information appearing elsewhere in this
Prospectus or incorporated by reference in this Prospectus. It may not contain
all of the information that is important to you. You should read this Prospectus
carefully and in its entirety before deciding whether to invest in shares of our
common stock.
Unless the context otherwise requires, all references to "we," " us,"
"our," the "Registrant," "Washington Trust" or "our Company" in this Prospectus
refer to Washington Trust Bancorp, Inc. The references to the "Bank" refer to
The Washington Trust Company, and the references to the "Merger Sub" refer to
PhxIMC Acquisition Corp. Each of the Bank and the Merger Sub is a wholly-owned
subsidiary of Washington Trust. The term "common stock" used in this Prospectus
refers to the common stock, par value $0.0625 per share, of Washington Trust.
The term "Securities Act" used in this Prospectus refers to the Securities Act
of 1933, as amended.
Securities To Be Offered
This Prospectus relates to an aggregate of 1,010,808 shares of our
Company's common stock that may be offered for sale by the selling stockholders.
The selling stockholders acquired their shares of common stock from us when
Phoenix Investment Management Company, Inc., a Rhode Island corporation
("Phoenix") and an investment advisor registered under the Investment Advisers
Act of 1940, as amended (the "Advisors Act"), merged with the Merger Sub, a
wholly-owned subsidiary of our Company.
We are registering the sale of the 1,010,808 shares of common stock to
fulfill our contractual obligations under the Agreement and Plan of Merger dated
April 24, 2000 (the "Merger Agreement") among the Company, the Bank, the Merger
Sub, Phoenix and the selling stockholders. Registration of the sale of these
shares of common stock, however, does not necessarily mean that all or any
portion of the shares will be offered for sale by the selling stockholders.
We will not receive any cash proceeds from the sale of any shares of
common stock offered by this Prospectus. We have agreed to bear certain expenses
associated with the registration of the shares under federal and state
securities laws, other than selling commissions, if any.
The selling stockholders may offer their shares from time to time in
stock market transactions, in privately negotiated transactions or by a
combination of those methods, directly or through agents, and at prevailing
market prices or privately negotiated prices. See "Plan of Distribution" section
of this Prospectus. Washington Trust's common stock is listed on the Nasdaq
National Market under the symbol "WASH." On July 26, 2000, the reported closing
price was for the common stock was $14.625 per share.
-------------------
The Company
Washington Trust, a registered bank holding company incorporated in the
State of Rhode Island, provides a variety of financial services, as well as
personal trust services, commercial and retail banking products and services, in
Rhode Island and Connecticut through the Bank, its principal banking subsidiary.
As of March 31, 2000, Washington Trust had total assets of approximately $1.14
billion and shareholders' equity of approximately $78.4 million.
On June 26, 2000, Washington Trust acquired Phoenix pursuant to the
terms of the Merger Agreement. As of June 26, 2000, Phoenix had assets of
approximately $560,000 and shareholders' equity of approximately $560,000.
Risk Factors
You should consider carefully all of the information set forth in this
Prospectus and, in particular, the specific factors set forth under the "Risk
Factors" section beginning on page 3, before deciding to invest in the
securities being offered in this Prospectus.
Our Office
Our principal executive offices are located at 23 Broad Street,
Westerly, Rhode Island 02891 and our telephone number is (401) 348-1200.
RISK FACTORS
In addition to the other information contained or incorporated by
reference in this Prospectus, you should consider the following factors
carefully in evaluating an investment in the shares of common stock offered by
this Prospectus.
The Shares of Our Common Stock Are Not Savings Accounts, Deposits or Other
Obligations of a Bank or Savings Association and Are Not Insured by the FDIC or
Any Other Governmental Agency
Interest Rates and Other Conditions Impact Our Results of Operations
Our profitability is in part a function of the spread between the
interest rates earned on investments and loans and the interest rates paid on
deposits and other interest-bearing liabilities. Like most banking institutions,
our net interest spread and margin will be affected by general economic
conditions and other factors, including fiscal and monetary policies of the
federal government, that influence market interest rates and our ability to
respond to changes in such rates. At any given time, our assets and liabilities
will be such that they are affected differently by a given change in interest
rates. As a result, an increase or decrease in rates, the length of loan terms
or the mix of adjustable and fixed rate loans in our portfolio could have a
positive or negative effect on our net income, capital and liquidity.
Our Allowance for Loan Losses May Not Be Adequate to Cover Actual Loan Losses
As a lender, we are exposed to the risk that our customers will be
unable to repay their loans according to their terms and that any collateral
securing the payment of their loans may not be sufficient to assure repayment.
Credit losses are inherent in the lending business (as well as other areas) and
could have a material adverse effect on our operating results. We make various
assumptions and judgments about the collectibility of our loan portfolio and
provide an allowance for potential losses based on a number of factors. If our
assumptions are wrong, our allowance for loan losses may not be sufficient to
cover our losses, thereby having an adverse effect on our operating results, and
may cause us to increase the allowance in the future. Additions to our allowance
for loan losses would decrease our net income.
Collateral Securing Loans May Not Be Sufficient to Assure Repayment
Our loans are primarily made based on the identified cash flow or income
of the borrower and secondarily on the underlying collateral provided by the
borrower. Most often, this collateral is real estate, and to a lesser extent,
accounts receivable, inventory and machinery. Credit support provided by the
borrower for most of these loans and the probability of repayment is based on
the liquidation of the pledged collateral and enforcement of a personal
guarantee, if any exists. As a result, in the case of loans secured by real
estate, the liquidated value of the pledged property is subject to fluctuation
dependent upon the volatility of the real estate market. In the case of loans
secured by accounts receivable, the availability of funds for the repayment of
these loans may be substantially dependent on the ability of the borrower to
collect amounts due from its customers. The collateral securing other loans may
depreciate over time, may be difficult to appraise and may fluctuate in value
based on the success of the business.
The Financial Institution Industry Is Very Competitive
We face substantial competition for loans and deposits as well as other
sources of funding in the communities we serve and will likely face ever greater
competition in the future as a result of recent federal legislative changes. We
compete directly with financial institutions that are well established. Many of
our competitors have significantly greater resources and lending limits than we
have. As a result of those greater resources, the large financial institutions
that we compete with may be able to provide a broader range of services to their
customers and may be able to afford newer and more sophisticated technology. Our
long-term success depends on the ability of the Bank to compete successfully
with other financial institutions in their service areas.
We Are Subject to Significant Government Regulation
The banking industry is heavily regulated under both federal and state
law. These regulations are primarily intended to protect customers and the
federal deposit insurance funds, not our creditors or stockholders. Regulations
affecting banks and financial services companies undergo continuous change, and
we cannot predict the ultimate effect of such changes, which could have a
material adverse effect on our profitability or financial condition. Regulations
and laws may be modified at any time, and new legislation may be enacted that
adversely affects us and our subsidiaries.
Limited Trading Activity in Our Common Stock Could Cause the Price of Our Shares
to Decline
While our common stock is listed and traded on the Nasdaq National
Market, there has only been limited trading activity in our common stock. The
average daily trading volume of our common stock over the six-month period ended
June 30, 2000 was approximately 8,955 shares. Accordingly, sales of a
significant number of shares of common stock may adversely affect the market
price of the common stock.
We Expect Our Stock Price to Continue to Fluctuate
The market price of our common stock has fluctuated in the past and is
likely to fluctuate in the future. In addition, the securities markets have
experienced significant price and volume fluctuations and the market prices of
the securities of finance-related companies have been especially volatile. Such
fluctuations can result from, among other things:
- quarterly variations in operating results;
- changes in analysts' estimates;
- short-selling of our common stock;
- events affecting other companies that investors deem to be comparable
to us;
- fluctuations in interest rates;
- factors which have the effect of increasing, or which investors
believe may have the effect of increasing, our cost of funds; or
- general economic trends and conditions.
Investors may be unable to resell their shares of our common stock at or
above the offering price. In the past, companies that have experienced
volatility in the market price of their stock have been subject to securities
class action litigation.
Our Success Depends on the Performance of Senior Management
Our success has been largely dependent on the skills, experience and
efforts of our senior management. The loss of the services of our Chief
Executive Officer or that of other members of senior management could have a
material adverse effect on our business and prospects. We believe that our
future success also will depend upon our ability to attract, retain and motivate
qualified personnel. We cannot provide assurance that we will be successful in
attracting and retaining such personnel.
THE COMPANY
Washington Trust
Washington Trust is a publicly-owned, registered bank holding company,
organized in 1984 under the laws of the state of Rhode Island, whose
subsidiaries are permitted to engage in banking and other financial services and
businesses. Washington Trust conducts its business through its principal banking
subsidiary, the Bank, a Rhode Island chartered commercial bank. The deposits of
the Bank are insured by the Federal Deposit Insurance Corporation, subject to
regulatory limits.
Washington Trust was formed in 1984 under a plan of reorganization in
which outstanding common shares of the Bank were exchanged for common shares of
Washington Trust. At March 31, 2000, we had total consolidated assets of
approximately $1.14 billion, deposits of approximately $677.9 million and
shareholders' equity capital of approximately $78.4 million.
In the second quarter of 2000, we completed our acquisition of Phoenix.
Pursuant to the Merger Agreement, the acquisition was effected by means of a
merger of the Merger Sub into Phoenix, whereby Phoenix became our wholly-owned
subsidiary. Phoenix was subsequently liquidated, with its assets and liabilities
incorporated into the Bank. The acquisition of Phoenix was a tax-free
reorganization accounted for as a pooling of interests. As of June 26, 2000,
Phoenix had assets of approximately $560,000 and shareholders' equity of
approximately $560,000.
The Washington Trust Company
The Bank was originally chartered in 1800 as the Washington Bank and is
the oldest banking institution headquartered in its market area. Its current
corporate charter dates to 1902.
The Bank provides a broad range of financial services, including:
Residential mortgages Commercial and consumer demand deposits
Commercial loans Savings, NOW and money market deposits
Construction loans Certificates of deposit
Consumer installment loans Retirement accounts
Home equity lines of credit Cash management services
VISA and Mastercard accounts Safe deposit boxes
Merchant credit card services Trust and investment management services
Automated teller machines (ATMs) Telephone banking services
ATMs are located throughout the Bank's market area. The Bank is a member
of various ATM networks.
Data processing for most of the Bank's deposit and loan accounts and
other applications is conducted internally using owned equipment. Application
software is primarily obtained through purchase or licensing agreements.
The Bank provides fiduciary services as trustee under wills and trust
agreements, as executor or administrator of estates, as a provider of agency and
custodial investment services to individuals and institutions, and as a trustee
for employee benefit plans. As of March 31, 2000, the market value of total
trust assets was approximately $1.014 billion. As of June 26, 2000, Phoenix had
assets under management of approximately $750 million.
The Bank's primary source of income is net interest income, the
difference between interest earned on interest-earning assets and interest paid
on interest-bearing deposits and other borrowed funds. Sources of noninterest
income include fees for management of customer investment portfolios, trusts and
estates, service charges on deposit accounts, gains on sales of loans, merchant
processing fees and other banking-related fees. Noninterest expenses include the
provision for loan losses, salaries and employee benefits, occupancy, equipment,
office supplies, merchant processing, advertising and promotion and other
administrative expenses.
The Bank offers a wide range of banking products and services, including
the acceptance of demand, savings, and time deposits. As of March 31, 2000,
total interest-bearing deposits and noninterest-bearing demand deposits amounted
to approximately $578 million and $100 million, respectively.
Commercial loans, including those secured by commercial real estate, and
others made to a variety of individuals and businesses, including retail
concerns, sole proprietorships, small businesses and larger corporations,
totaled approximately 41.2% of the Bank's total loans outstanding at March 31,
2000. Residential real estate loans, primarily consisting of loans secured by
one to four family residential mortgages and including homeowner construction,
comprised approximately 41.9% of total loans outstanding at March 31, 2000.
Consumer loans outstanding at March 31, 2000, including home equity loans and
lines of credit, auto loans, installment loans and revolving lines of credit,
comprised approximately 16.9% of total loans.
The Bank's lending activities are conducted primarily in southern Rhode
Island and southeastern Connecticut. The Bank provides a variety of commercial
and retail lending products. The Bank generally underwrites its residential
mortgages based upon secondary market standards. Loans are originated both for
sale in the secondary market as well as for portfolio. Most secondary market
loans are sold with servicing retained.
Washington Trust and the Bank operate in a highly regulated industry.
Accordingly, Washington Trust and the Bank are subject to the supervision,
examination and reporting requirements of various federal and state regulatory
authorities.
REGISTRATION RIGHTS OF THE SELLING STOCKHOLDERS
We are registering the shares to be sold in this offering to fulfill our
obligations under the terms of the Merger Agreement. Under the Merger Agreement,
we must, among other things, use our commercially reasonable efforts to cause
the registration statement to become effective as soon as possible. We also must
keep the registration statement continuously effective until the earlier of (a)
the date on which the selling stockholders no longer hold any shares of common
stock covered by this Prospectus, or (b) one (1) year after the date on which
shares of our common stock were issued to the selling stockholders.
We have agreed to bear all expenses of registering the sale of the
shares of common stock received by the selling stockholders in the acquisition
of Phoenix other than underwriting discounts and commissions, stock transfer
taxes or fees and expenses of legal, tax and other counsel or advisors to the
stockholders.
THE SELLING STOCKHOLDERS
All of our common stock offered by this Prospectus was issued to the
stockholders of Phoenix in exchange for all of the outstanding capital stock of
Phoenix in a transaction exempt from the registration requirements of the
Securities Act. The offer and sale of the common stock offered in this
Prospectus is being registered pursuant to the registration rights granted to
the selling stockholders in connection with our acquisition of Phoenix.
The following table sets forth names of the selling stockholders, the
number of shares of common stock beneficially owned by each selling stockholder
as of July 28, 2000, and the maximum number of shares of common stock that may
be offered from time to time under this Prospectus by each of them. Because each
selling stockholder may sell or otherwise transfer less than all their shares of
common stock pursuant to this Prospectus, we cannot estimate the number of
shares of common stock that will be held by such selling shareholder after this
offering.
Common Stock
Beneficially
Owned as of Common Stock
Name July 28, 2000 Offered Hereby
---------------------- -------------- ------------------
Marie L. Langlois 505,404 505,404
Gerald J. Fogarty, Jr. 505,404 505,404
In an agreement with us, the selling stockholders have agreed that
generally, they will not sell, transfer or otherwise dispose of any shares of
common stock that they have received in the merger of Phoenix and the Merger Sub
until we have published financial results covering at least thirty (30) days of
combined post-merger operations of Washington Trust and the Bank, which include
the investment management business of Phoenix.
PLAN OF DISTRIBUTION
Offer and Sale of Shares
Any of the selling stockholders or their pledgees, donees, transferees
or other successors in interest, may from time to time, in one or more
transactions, sell all or a portion of the shares in such transactions at prices
then prevailing or related to the then current market price or at negotiated
prices. The offering price of the shares from time to time will be determined by
the selling stockholders and, at the time of such determination, may be higher
or lower than the market price of the shares on the Nasdaq National Market.
If the selling stockholders effect transactions by selling shares to or
through underwriters, brokers, dealers or agents, these underwriters, brokers,
dealers or agents may receive compensation in the form of discounts, concessions
or commissions from a selling stockholder or from purchasers of shares for whom
they may act as agents, and underwriters may sell shares to or through dealers,
and such dealers may receive compensation in the form of discounts, concessions
or commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. The selling stockholders and any brokers, dealers
or agents that participate in the distribution of the shares may be deemed to be
underwriters, and any profit on the sale of the shares by them and any
discounts, concessions or commissions received by any underwriters, brokers,
dealers or agents may be deemed to be underwriting discounts and commissions
under the Securities Act. Under agreements that may be entered into by us,
underwriters, brokers, dealers and agents who participate in the distribution of
shares may be entitled to indemnification by Washington Trust against certain
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such underwriters, brokers, dealers or agents may
be required to make in respect thereof. The shares may be sold directly or
through broker-dealers acting as principal or agent, or pursuant to a
distribution by one or more underwriters on a firm commitment or best-effort
basis.
The selling stockholders, or their pledgees, donees, transferees or
other successors in interest, may offer and sell their shares in the following
manner:
- on the Nasdaq National Market or other exchanges on which the shares
are listed at the time of sale;
- in the over-the-counter market or otherwise at prices and at terms
then prevailing or at prices related to the then current market
price;
- in underwritten offerings;
- in privately negotiated transactions;
- in a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction;
- a broker or dealer may purchase as principal and resell such shares
for its account pursuant to this Prospectus;
- an exchange distribution in accordance with the rules of the
exchange;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers; or
- through any combination of the above.
The selling stockholders may accept and, together with any agent of the
selling stockholders, reject in whole or in part any proposed purchase of the
shares offered by this Prospectus. We will not receive any proceeds from the
offering or sale of shares by the selling stockholders.
Prospectus Supplement Regarding Sales
To the extent required, we will set forth in a prospectus supplement
accompanying this Prospectus, or if, appropriate, in a post-effective amendment,
the following information: (1) the amount of shares to be sold; (2) purchase
prices; (3) public offering prices; (4) the names of any agents, dealers or
underwriters; and (5) any applicable commissions or discounts with respect to a
particular offer.
Compliance with State Securities Laws
We have not registered or qualified the shares offered by this
Prospectus under the laws of any country, other than the United States. In
certain states, the selling stockholders may not offer or sell their shares
unless (1) we have registered or qualified such shares for sale in such states
or (2) we have complied with an available exemption from registration or
qualification. Also, in certain states, to comply with such state securities
laws, the selling stockholders can offer and sell their shares only through
registered or licensed brokers or dealers.
Rule 144
The selling stockholders may also resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided the selling stockholder meets the criteria and conforms to the
requirements of such Rule 144.
USE OF PROCEEDS
We will not receive any of the proceeds of the sale of the shares of
common stock offered by this Prospectus, but we have agreed to pay certain fees
and expenses associated with registering the shares of common stock.
LEGAL MATTERS
The legality of the common stock offered hereby will be passed upon for
us by Goodwin, Procter & Hoar LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements of Washington Trust Bancorp, Inc.
as of December 31, 1999 and December 31, 1998 and for each of the years in the
three-year period ended December 31, 1999, which are incorporated by reference
in this Prospectus, have been incorporated by reference in this Prospectus and
the registration statement of which this Prospectus is a part, in reliance upon
the report of KPMG LLP, independent certified public accountants, given on the
authority of that firm as experts in accounting and auditing.
WHERE YOU MAY FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form S-3 under the Securities Act with respect to the shares of
common stock offered under this Prospectus. This Prospectus is part of the
registration statement. This Prospectus does not contain all of the information
contained in the registration statement because we have omitted parts of the
registration statement in accordance with the rules and regulations of the
Securities and Exchange Commission. For further information, we refer you to the
registration statement, which you may read and copy at the public reference
facilities maintained by the Securities and Exchange Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the
Securities and Exchange Commission's Regional Offices at 7 World Trade Center,
13th Floor, New York, New York 10048, and Citicorp Center, 500 W. Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. You may also obtain copies at
the prescribed rates from the Public Reference Section of the Securities and
Exchange Commission at its principal office in Washington, D.C. You may call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information
about the public reference rooms. The Securities and Exchange Commission
maintains a web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Securities and Exchange Commission, including Washington Trust. You may access
the Securities and Exchange Commission's web site at http://www.sec.gov.
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and we are required to
file reports, proxy statements and other information with the Securities and
Exchange Commission. Such reports, proxy statements and other information can be
inspected and copied at the locations described above. Our Securities and
Exchange Commission file number is 000-25323. Copies of these materials can be
obtained by mail from the Public Reference Section of the Securities and
Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. Our common stock is listed on the
Nasdaq National Market under the symbol "WASH."
The Securities and Exchange Commission allows us to incorporate by
reference the information that we file with them. Incorporation by reference
means that we can disclose important information to you by referring you to
other documents that are legally considered to be part of this Prospectus, and
later information that we file with the Securities and Exchange Commission will
automatically update and supersede the information in this Prospectus and the
documents listed below. We incorporate by reference the specific documents
listed below and any future filings we make with the Securities and Exchange
Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until all of the shares of common stock offered under this
Prospectus are sold.
- Our Annual Report on Form 10-K for the year ended December 31, 1999.
- Our Quarterly Report on Form 10-Q for the quarters ended March 31,2000.
- Our Current Reports on Form 8-K filed on May 5, 2000 and July 3, 2000.
- Our definitive Proxy Statement dated March 21, 2000, filed in connection
with our 2000 Annual Meeting of Stockholders.
Any document that we file pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus but before the end of any
offering of securities made under this Prospectus also will be considered to be
incorporated by reference.
You may request a copy of these filings, and any exhibits we have
specifically incorporated by reference as an exhibit in this Prospectus, at no
cost, by writing or telephoning us at the following address: Elizabeth B. Eckel,
Senior Vice President, Marketing, Washington Trust Bancorp, Inc., 23 Broad
Street, Westerly, Rhode Island 02891. Telephone requests may be directed to
Ms. Eckel at (401) 348-1200.
You should rely only on the information contained or incorporated by
reference in this Prospectus or supplement thereto.
You should rely on the information incorporated by reference or
contained in this Prospectus or any supplement. We have not authorized anyone
else to provide you with different or additional information. We are not making
an offer to sell the common stock in any state where the offer is not permitted.
You should not assume that the information in this Prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.
1,010,808 Shares
WASHINGTON TRUST BANCORP, INC.
Common Stock
Prospectus
July __, 2000
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated fees and expenses payable
in connection with the issuance and distribution of the securities registered
hereby. All amounts except the registration fee are estimated.
Registration fee............................................. $ 3,903
Legal fees and expenses...................................... 25,000
Accounting fees and expenses................................. 8,500
Miscellaneous................................................ 0
--------
Total $ 37,403
All underwriting discounts and commissions, stock transfer taxes or fees
and expenses of legal, tax and other counsel or advisors to the selling
stockholders shall be borne by the selling stockholders. All other expenses in
connection with the issuance and distribution of the securities being offered
shall be borne by the Registrant.
Item 15. Indemnification of Directors and Officers.
The Rhode Island Business Corporation Act (the "RIBCA") generally
permits a corporation to indemnify a director or officer for expenses incurred
by them by reason of their position with the corporation if the person has acted
in good faith and with the reasonable belief (i) in the case of conduct in his
or her official capacity that his or her conduct was in the best interests of
the corporation and, (ii) in all other cases, that his or her conduct was at
least not opposed to the best interests of the corporation, and with respect to
any criminal action or proceeding, he or she had no reasonable cause to believe
his or her conduct was unlawful. Unless limited by the corporation's charter,
the RIBCA also permits indemnification if a court of appropriate jurisdiction,
upon application of a director or officer and such notice as the court shall
require, determines that the individual is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not he or
she has met the standard of conduct referred to above. However, the RIBCA does
not permit a corporation to indemnify persons (1) in actions brought by or in
the right of the corporation if the person is adjudged to be liable to the
corporation, or (2) in actions in which the director is adjudged to be liable on
the basis that personal benefit was improperly received by him or her, although,
in both cases, it does permit indemnification, but only of expenses, if, and
only to the extent, approved by a court of appropriate jurisdiction. The RIBCA
permits the right to indemnification to include the right to be paid by the
corporation for expenses the indemnified person incurs in defending the
proceeding in advance of its final disposition; provided, that the indemnified
party deliver to the corporation a written affirmation of a good faith belief
that he or she has met the applicable standards of conduct and that he or she
undertakes to repay all amounts advanced if it is ultimately determined that he
or she is not entitled to be indemnified under the charter or otherwise.
However, under the RIBCA, except where indemnification is ordered by a court of
appropriate jurisdiction upon application of any director, officer, employee or
agent, no indemnification will be made unless authorized in the specific case
after a determination has been made, by the board of directors, special legal
counsel or the shareholders that indemnification is permissible in the
circumstances because the director, officer, employee or agent has met the
standard of conduct for indemnification described above.
The RIBCA permits the charter of a corporation to provide that no
director will be personally liable to the corporation or its shareholders for
monetary damages for breach of the director's duty as a director except for:
- any breach of the director's duty of loyalty to the corporation or its
shareholder;
- acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
- liability imposed for voting for or assenting to an unlawful
distribution pursuant to the provisions of RIBCA Section 7-1.1-43; or
- any transaction from which the director derived an improper personal
benefit unless such transaction is permitted under RIBCA Section
7-1.1-37.1.
The Washington Trust charter provides that no Director of Washington
Trust shall be liable to Washington Trust or to its shareholders for monetary
damages for breach of the Director's duty as a director. However, this provision
of the charter does not eliminate or limit the liability of a Director for any
of the above listed exceptions under the RIBCA. Furthermore, the Washington
Trust charter provides that if the Rhode Island General Laws are amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of each Director of Washington Trust
shall be eliminated or limited to the extent permitted by the Rhode Island
General Laws, as so amended.
The Washington Trust bylaws provide that Washington Trust shall
indemnify and hold harmless each person who is made party to or is threatened to
be made a party to or is involved in any action or proceeding by reason of the
fact that he or she is or was a Director, officer, employee or agent of
Washington Trust to the fullest extent permitted by Rhode Island General Laws
against all expenses, liability and loss the person actually incurs in
connection with the proceeding. However, Washington Trust will provide this
indemnification in connection with a proceeding, or part of a proceeding,
initiated by the person being indemnified only if the proceeding, or part of the
proceeding, was authorized by the Board of Directors. As permitted by the RIBCA,
Washington Trust maintains directors' and officers' liability insurance in
amounts and on terms which the Washington Trust Board of Directors deems
reasonable. In the ordinary course of business, the Washington Trust Board of
Directors regularly reviews the scope and adequacy of such insurance coverage.
Item 16. Exhibits.
(a) The following exhibits are filed as part of this registration
statement or incorporated herein by reference:
Exhibit
No. Description
5.1 Opinion of Goodwin, Procter & Hoar LLP, General Counsel to Washington
Trust, as to the legality of the securities.*
15.1 Letter of KPMG LLP Re Unaudited Interim Financial Information.*
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.*
24.1 Powers of Attorney (contained on signature pages to this registration
statement).
-----------
* Filed herewith.
Item 17. Undertakings.
(a) The 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any acts or events
arising after the effective date of the 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 the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated offering
range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than
a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement; 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 (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement;
(2) That, for the purpose of determining any liability under
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; and
(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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or
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
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 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described under Item 15 above, 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 Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
respective 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 Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Washington
Trust Bancorp, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement (the "Registration Statement") to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Westerly, State of
Rhode Island, on this day of July 28, 2000.
WASHINGTON TRUST BANCORP, INC.
By: John C. Warren
------------------------------------
John C. Warren
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby severally constitutes and appoints John C. Warren and David
V. Devault, and each of them singly, such person's true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent 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
such person might or could do in person, hereby ratifying and confirming all
that any said attorney-in-fact and agent, or any substitute or substitutes of
any of them, 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 dates indicated.
Signature Capacity Date
John C. Warren Chairman, Chief Executive July 28, 2000
------------------- Officer (principal executive
John C. Warren officer) and Director
Alcino G. Almeida Director July 28, 2000
--------------------
Alcino G. Almeida
Gary P. Bennett Director July 28, 2000
--------------------
Gary P. Bennett
Steven J. Crandall Director July 28, 2000
--------------------
Steven J. Crandall
Richard A. Grills Director July 28, 2000
--------------------
Richard A. Grills
Larry J. Hirsch Director July 28, 2000
--------------------
Larry J. Hirsch
Director July , 2000
--------------------
Katherine W. Hoxsie
Director July , 2000
--------------------
Mary E. Kennard
Joseph J. Kirby Director July 28, 2000
--------------------
Joseph J. Kirby
Edward M. Mazze Director July 28, 2000
--------------------
Edward M. Mazze
James W. McCormick Director July 28, 2000
--------------------
James W. McCormick
Victor J. Orsinger II Director July 28, 2000
---------------------
Victor J. Orsinger II
H. Douglas Randall, III Director July 28, 2000
-----------------------
H. Douglas Randall, III
Joyce O. Resnikoff Director July 28, 2000
---------------------
Joyce O. Resnikoff
James P. Sullivan Director July 28, 2000
---------------------
James P. Sullivan
Neil H. Thorp Director July 28, 2000
---------------------
Neil H. Thorp
David V. Devault Executive Vice President, July 28, 2000
--------------------- Treasurer and Chief Financial
David V. Devault Officer (principal financial and
principal accounting officer)
EXHIBIT INDEX
Exhibit
No. Description
5.1 Opinion of Goodwin, Procter & Hoar LLP, General Counsel to Washington
Trust, as to the legality of the securities.*
15.1 Letter of KPMG LLP Re Unaudited Interim Financial Information.*
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.*
24.1 Powers of Attorney (contained on signature pages to this registration
statement).
-----------
* Filed herewith.
