SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
WESTBANK CORPORATION
(Exact name of issuer as specified in its charter)
Massachusetts 04-2830731
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
225 Park Avenue
West Springfield, Massachusetts 01090-0149
(Address of principal executive offices and zip code)
1996 STOCK INCENTIVE PLAN
(Full title of the Plan)
John M. Lilly, Treasurer
Westbank Corporation
225 Park Avenue
West Springfield, Massachusetts 01090-0149
Tel: (413) 781-7500
(Name and address of Agent for Service)
Copy to:
W. Garth Janes, Esquire
Doherty, Wallace, Pillsbury and Murphy, P.C.
One Monarch Place, 19th Floor
Main Street, Springfield, MA 01144-1002
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered Share (1) Price (1) Fee (2)
Common Stock 178,500
$2 Par Value shares $8.75 $1,561,875 $312.38
(1) Estimated pursuant to Rule 457(c) and Rule 457(h) under the
Securities Act of 1933, as amended (the "Securities Act"),
based on the average of the bid and asked prices for the
Westbank Corporation Common Stock on June 17, 1997.
(2) The registration fee for the securities registered hereby has
been calculated pursuant to Rule 457(h)(1) under the
Securities Act and pursuant to Section 6(b) of the
Securities Act.
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PROSPECTUS
WESTBANK CORPORATION
(the "Company")
178,500 Shares of Common Stock, $2.00 par value,
offered pursuant to the Company's 1996 Stock Incentive
Plan (the "Plan").
Westbank Corporation (the "Company") is offering or may offer a
maximum of 178,500 shares (subject to adjustment in certain
circumstances) of its Common Stock, $2.00 par value ("Common
Stock"), to officers, employees and directors of the Company and its
subsidiaries ("Subsidiaries"), as defined in the Plan, who have been
or may be in the future granted options to purchase such shares
pursuant to the Plan. Such offers are or will be made at the prices
and on the terms and conditions contained in the respective stock
option agreements entered into or to be entered into with each
optionee.
Employees who purchase shares under the Plan will be free to
re-offer or resell those shares without restriction, except for
those employees who are Affiliates of the Company. Affiliates may
not resell such shares under this Prospectus; they may resell only
under a prospectus that is part of an appropriate effective
registration statement under the Securities Act of 1933, as amended
("1933 Act"), or in compliance with Rule 144 of the Rules and
Regulations of the Securities and Exchange Commission promulgated
under the 1933 Act, or otherwise pursuant to an available exemption
from registration. In general, Affiliates are persons with power to
manage and direct the policies of the Company, such as its executive
officers and directors, and certain relatives of such persons. Each
employee who may be an Affiliate should, prior to reselling or
re-offering any option shares, consult counsel to determine whether
he or she may be subject to any of the foregoing restrictions.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 19, 1997
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No person has been authorized to give any information or to make any
representations not contained in this Prospectus in connection with
the offering made by this Prospectus; and any information or
representations not contained herein must not be relied upon as
having been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy the
securities to which this Prospectus relates in any jurisdiction in
which it is unlawful to make such an offer or solicitation. Neither
the delivery of this Prospectus nor any sale made hereunder shall
under any circumstances create any implication that there has been
no change in the affairs of the Company since the date hereof.
TABLE OF CONTENTS
Page
Additional Information 2
Incorporation by Reference 3
The Company 4
The Plan 4
Description of the Company's Common Stock 9
Experts 11
Legal Opinion 12
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission,
Washington, D.C., a Registration Statement on Form S-8 under the
1933 Act relating to the shares of Common Stock offered hereby. For
further information, reference is made to the Registration
Statement, including the Exhibits filed as a part thereof.
Statements contained in this Prospectus as to the provisions of the
Plan and the stock option agreements are not complete and in each
instance reference is made to the Plan and Agreements.
The Company is subject to informational requirements under Section
13 of the Securities Exchange Act of 1934, as amended ("1934 Act"),
and in accordance therewith files reports and other information with
the Securities and Exchange Commission ("Commission"). Reports and
other information concerning the Company can be inspected without
charge and copied upon payment of prescribed rates, at the public
reference facilities maintained by the Commission at its offices at
450 Fifth Street, N.W., Washington, D.C. 20549; as well as at the
regional offices of the Commission located at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven
World Trade Center, 13th Floor, New York, New York 10048.
Additional updating information with respect to the securities and
plan described herein may be provided in the future to plan
participants by means of appendices to the Prospectus.
<PAGE>
INCORPORATION BY REFERENCE
The following documents filed by the company with the Commission are
incorporated by reference herein and shall be deemed to be a part
hereof:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.
Documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14, and 15(d) of the 1934 Act, subsequent to
the date of this Prospectus and prior to the filing of a
post-effective amendment which indicates that all the securities
offered by this Prospectus have been sold or which deregisters all
the securities remaining unsold, shall be deemed to be incorporated
by reference into this Prospectus and to be part hereof from the
date of filing of such documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be
modified or superseded for all purposes to the extent that a
statement contained in this Prospectus or in any other document
which also is incorporated herein by reference modifies or replaces
such statement. Any such statement as modified or superseded shall
not be deemed, except as modified or superseded, to constitute a
part of this Prospectus.
The Company has delivered or caused to be delivered with this
Prospectus to each employee to whom this Prospectus is sent or given
a copy of the Company's annual report to shareholders for its last
fiscal year, unless such employee otherwise has received a copy of
such report, in which case the Company will promptly furnish without
charge a copy of such report on written request of the Employee.
THE COMPANY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH
PERSON, A COPY OF ANY AND ALL INFORMATION THAT HAS BEEN INCORPORATED
BY REFERENCE IN THIS PROSPECTUS (NOT INCLUDING EXHIBITS TO THE
INFORMATION THAT IS INCORPORATED BY REFERENCE UNLESS SUCH EXHIBITS
ARE SPECIFICALLY INCORPORATED BY REFERENCE HEREIN). SUCH REQUEST
SHOULD BE DIRECTED TO JOHN M. LILLY, TREASURER, WESTBANK
CORPORATION, 225 PARK AVENUE, WEST SPRINGFIELD, MASSACHUSETTS
01090-0149.
<PAGE>
INFORMATION REQUIRED IN THE PROSPECTUS
THE COMPANY
The Company, a Massachusetts corporation, is a bank holding company
registered under the Bank Holding Company Act of 1956, as amended.
The Company was incorporated in 1983 and became a bank holding
company through the acquisition of all of the common stock of Park
West Bank and Trust Company on July 2, 1984. On February 20, 1987,
the Company acquired all of the common stock of Chicopee Cooperative
Bank. The Company's principal executive office is located at 225
Park Avenue, West Springfield, Massachusetts 01090-0149. Its
telephone number is (413) 747-1400.
THE PLAN
Adoption and Adjustment
On February 21, 1996, the Board of Directors of the Company (the
"Board") unanimously adopted the Plan, subject to the approval of
the shareholders of the Company, which approval was obtained at the
Annual Meeting of Shareholders in April, 1996. As of the date of
this Prospectus, 133,500 options to purchase shares have been issued
pursuant to the Plan.
Nature and Purpose of the Plan
Subject to certain limitations, the Plan authorizes the grant of
stock options ("Options") to purchase shares of Common Stock to
employees and directors of the Company and its Subsidiaries.
Specifically, the Plan authorizes the grant of two types of stock
options. The first type ("Employee Stock Options") consist of both
(i) stock options that do not constitute "incentive stock options"
within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended and (ii) incentive stock options which may be
granted on a stand alone, combination or tandem basis. The second
type ("Director Stock Options") are nonqualified stock options
granted to non-employee directors of the Company (the "Eligible
Directors").
The purpose of the Plan is to provide incentives and rewards for
employees and Eligible Directors (i) to support the execution of the
Company's business and human resource strategies and the achievement
of its goals, and (ii) to associate the interests of the employees
and Eligible Directors with those of the Company's shareholders.
Administration
The Plan provides that it is to be administered by the Compensation
Committee of the Board of Directors. The present members of the
Board of Directors are (*denotes members of Compensation Committee).
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Relationship with
Name Address the Company
Roland O. Archambault 55 Tolpa Circle Director
Chicopee, MA 01020
Mark A. Beauregard* 33 Ashton Lane Director
South Hadley, MA 01075
David R. Chamberland 24 Shady Brook Lane Director
West Springfield, MA 01089
Donald R. Chase 39 Timber Ridge Road Director
West Springfield, MA 01089 President
Chief Executive
Officer
Leroy F. Jarrett* 807 Riverview Drive Director
Chatham, MA 02633
Ernest N. Laflamme, Jr.* 865 Montgomery Street Director
Chicopee, MA 01020 Vice Chairman of
the Board
Paul J. McKenna, D.M.D. 231 Park Drive Director
Longmeadow, MA 01106
Robert J. Perlak 38 Brouillard Drive Director
Chicopee, MA 01013 Clerk
George R. Sullivan 190 Knollwood Drive
Longmeadow, MA 01106
James E. Tremble 41 Farmington Avenue Director
Longmeadow, MA 01106
Alfred C. Whitaker* 1060 Morgan Road Director
West Springfield, MA 01089 Chairman of the
Board
Assistant Clerk
Members of the Board of Directors are elected for three year terms
by the shareholders and are subject to removal in accordance with
the Articles of Organization and By-Laws of the Company.
Within the limits set by the Plan, the Compensation Committee has
discretion to determine the individuals to whom Employee Stock
Options will be granted, the number of shares subject to each
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option, the date or dates at which options will be granted, the
duration of such options and the manner in which such Options may be
exercised. In selecting the employees of the Company and its
Subsidiaries to whom options are granted, the Compensation Committee
takes into account the nature of the services rendered or to be
rendered by such persons, their potential contributions to the
success of the Company and Subsidiaries and such other factors as
the Board shall deem relevant.
With regard to the Director Stock Options, the Plan sets forth the
circumstances under which such options shall be issued, to whom, and
in what amounts. The Compensation Committee has no discretion as to
the issuance of Director Stock Options.
Eligibility and Extent of Participation
Employee Stock Options may be granted under the Plan for such number
of shares of Common Stock and to such officers and employees as the
Board may from time to time determine. An optionee may be granted
more than one Option. As of the date of this Prospectus, twenty-one
(21) employees held 122,500 Employee Stock Options under the Plan.
The aggregate fair market value of the stock (determined as of the
date of the grant of this option) for which any employee may be
granted incentive stock options intended to qualify under Section
422 of the Internal Revenue Code in any calendar year shall not
exceed the sum of $100,000.00 plus the carryover amount, as
hereinafter defined. For purposes of this section, the carryover
amount for a employee for any year is equal to one-half the amount
by which $100,000.00 exceeds the value at time of grant of the stock
for which incentive stock options were granted in the prior year.
Amounts may be carried over three years. In determining the fair
market value of the stock for which any employee may be granted
incentive stock options in any calendar year, the $100,000.00
current year limitation shall be applied first and then the
carryover amount from the previous year.
Director Stock Options are granted in accordance with the Plan. As
of the date of this Prospectus, there were eleven (11) Eligible
Directors, all of which held Director Stock Options under the Plan.
Shares Subject to the Plan
The Plan, as amended and adjusted, authorizes the grant of Options
covering shares of Common Stock (subject to further adjustment in
certain circumstances). If options granted under the Plan expire or
terminate without having been exercised in full, new options may be
granted in their place. The number of shares that may be made
subject to Options under the Plan, as well as the number of shares
subject to Options that have already been granted, and the price per
share, are subject to adjustment in certain circumstances such as
stock dividends, stock splits, recapitalizations, and other similar
events. Subject to adjustments as provided in the Plan, a total
number of shares available for the grant of options under the Plan
shall not exceed 178,500 shares of the Company's common stock.
<PAGE>
Option Price
The purchase price of the shares subject to Options under the Plan
is the fair market value of the Common Stock on the date the Option
is granted. Fair market value is determined by the Board in good
faith.
The full purchase price for each share purchased on the exercise of
an option under the Plan is payable in cash at the time of exercise.
Option Periods
Employee Stock Options granted under the Plan will expire in
accordance with the agreement entered into between each such
Employee and the Company at the time of grant.
Director Stock Options granted under the Plan will expire twenty
years and one day after they are granted, or unless earlier
terminated as provided in the Plan.
Termination of Employment, Death and Non-Assignability
Options are not assignable but may be transferred by will or by the
laws of descent and distribution, and during the Optionee's lifetime
are exercisable only by the Optionee.
Employee Stock Options will terminate in accordance with the
agreement entered into between each such Employee and the company at
the time of grant.
Director Stock Options will terminate no later than three (3) years
after an eligible Director ceases to be a Director, as twenty years
and one day after the awarding of the options, whichever is earlier.
Sale of Shares by Officers and Directors
Generally, directors and officers and certain relatives of such
persons are considered Affiliates of the Company, and, as such, may
not resell such shares under this Prospectus; they may resell only
under a Prospectus that is part of an appropriate effective
registration statement under the 1934 Act, or in compliance with
Rule 144 of the Rules and Regulations of the Securities and Exchange
Commission promulgated under the 1933 Act, or otherwise pursuant to
an available exemption from registration.
General
The Board is authorized to interpret the Plan, prescribe rules and
regulations related to the Plan, and make all other determinations
necessary or advisable for its administration. The Board may at any
time terminate the Plan or amend it as the Board deems advisable.
<PAGE>
However, except as described under "Shares Subject to the Plan," the
Board may not, without further approval of the stockholders, amend
the Plan so as to increase the number of shares of the Common Stock
as to which options may be granted, increase the total number of
shares which may be acquired by an employee pursuant to options, or
extend the period during which an option may be granted or
exercised. In addition, the Board may not amend the Plan so as to
adversely affect the rights of an optionee, without the consent of
the individual involved.
The Plan will remain in effect until terminated by the Board.
Options granted before termination will continue in effect
thereafter in accordance with the terms of the Plan.
The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended and adjusted.
Taxation
The following discussion summarizes the Federal income tax
consequences to participants who may receive grants of awards under
the Plan. The discussion is based upon interpretations of the Code
in effect at the time, and regulations promulgated thereunder as of
such date.
Nonqualified Stock Options. For Federal income tax
purposes, no income is recognized by a participant upon the grant of
a nonqualified stock option under the Plan. Upon the exercise of an
option, however, compensation taxable as ordinary income will be
realized by the participant in an amount equal to the excess of the
fair market value of a share of Westbank Common Stock on the date of
such exercise over the exercise price. A subsequent sale or
exchange of such shares will result in gain or loss measured by the
difference between (i) the exercise price, increased by any
compensation reported upon the participant's exercise of the option,
and (ii) the amount realized on such sale or exchange. Such gain or
loss will be capital in nature if the shares were held as a capital
asset and will be long-term if such shares were held for more than
one year.
Westbank is entitled to a deduction (subject to the
provisions of Section 162(m) of the Code) for compensation paid to a
participant at the same time and in the same amount as the
participant is considered to have realized compensation by reason of
the exercise of an option.
Incentive Stock Options. Non taxable income is realized
by the participant upon the grant or exercise of an incentive stock
option. If shares of Westbank Common Stock are issued to a
participant pursuant to the exercise of an incentive stock option
granted under the Plan, and if no disqualifying disposition of such
shares is made by such participant within two years after the date
of grant or within one year after the transfer of such shares to a
participant, then (a) upon sale of such shares, any amount realized
in excess of the option price will be taxed to such participant as a
long-term capital gain and any loss sustained will be a long-term
capital loss, and (b) no deduction will be allowed to Westbank for
<PAGE>
Federal income tax purposes. Upon exercise of an incentive stock
option, the participant may be subject to alternative minimum tax on
certain items of tax preference.
If shares of Westbank Common Stock acquired upon the
exercise of an incentive stock option are disposed of prior to the
expiration of the two- years-from-grant/one-year-from-transfer
holding period, generally (a) the participant will realize ordinary
income in the year of disposition in the amount equal to the excess
(if any) of the fair market value of the shares at exercise (or, if
less, the amount realized on the disposition of the shares) over the
option price thereof, and (b) Westbank will be entitled to deduct
such amount (subject to the provisions of Section 162(m) of the
Code). Any further gain or loss realized will be taxed as
short-term capital gain or loss, as the case may be, and will not
result in any deduction by Westbank.
If an incentive stock option is exercised at a time when
it no longer qualifies as an incentive stock option, the option is
treated as a nonqualified stock option.
DESCRIPTION OF THE COMPANY'S COMMON STOCK
The Company is authorized to issue up to 9,000,000 shares of Common
Stock, $2 par value. As of December 31, 1996, there were 3,346,802
shares of Common Stock outstanding. The Company also has authorized
100,000 shares of Preferred Stock, $5.00 par value. No shares of
the Company's Preferred Stock are outstanding.
Dividend Rights
Holders of the Common Stock are entitled to receive such dividends
as are declared by the Company's Board of Directors out of funds
legally available therefor.
Voting Rights
Holders of the Common Stock are entitled to one vote for each share
of stock held by them.
The shares of Common Stock do not have cumulative voting rights.
This means that the holders of more than 50% of the shares of Common
Stock voting for the election of directors can elect 100% of the
class of directors standing for election at any meeting if they
choose to do so, and in such event, the holders of the remaining
shares voting for the election of directors will not be able to
elect any person or persons to the Board of Directors of the Company
at the meeting.
Pre-emptive Rights
The holders of the Common Stock have no pre-emptive rights.
<PAGE>
Liquidation Rights
In the event of any liquidation, dissolution or winding up of the
affairs of the Company, after payment to the holders of any shares
of preferred stock then issued and outstanding of the amounts to
which they are entitled, the holders of Common Stock will be
entitled to receive pro rata any assets distributable to
shareholders in respect to shares held by them.
Election of Directors
Under both the Articles of Organization and the By-Laws of the
Company, the Board of Directors is divided into three approximately
equal classes designated, respectively, Class 1, Class 2 and Class
3. Each Director services for a term ending on the date of the third
annual meeting of stockholders following the annual meeting at which
such Director was elected, or, if the Director was not elected at an
annual meeting, until the end of the term of class to which he was
elected, and, in each case, until his successor is duly elected and
qualified or until his earlier resignation, removal from office or
death.
Other Matters
The Common Stock has no conversion rights, and is not subject to any
redemption or sinking fund provisions or any further calls or
assessments. The shares of Common Stock currently outstanding are,
and the shares of Common Stock to be issued pursuant to the Plan
will be, fully paid and non- assessable.
The Company's Articles of Organization impose certain limitations on
the ability of the Company and its shareholders to recover monetary
damages from the Company's Directors for breach of fiduciary duty by
such Directors in their capacity as Director. Directors of the
Company continue to have liability to the Company and its
shareholders for monetary damages for any breach of fiduciary duty
involving (i) breaches of the duty of loyalty to the Company or its
shareholders, (ii) acts or omissions not in good faith which involve
intentional misconduct or a knowing violation of law, (iii)
liability under Section 61 and 62 of Chapter 156B of the
Massachusetts General Laws (involving unauthorized distributions by
the Company and loans to Directors or Officers) or (iv) any
transaction from which the Director derived an improper personal
benefit. Equitable remedies such as an injunction or recision may
also continue to be available.
Extraordinary Corporate Transactions and Changes in Control
Under the Company's Articles of Organization, neither the Company
nor any of its subsidiaries may be a party to any merger or
consolidation, liquidation or dissolution, sale of all,
substantially all or a substantial part of its assets or any
reclassification or recapitalization of its stock unless one of the
following conditions shall have been met: (i) the transaction has
been approved by at least 75% of the total number of shares of stock
of the Company entitled to vote on the matter and by at least a
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majority of the total number of shares of stock of the Company
entitled to vote on the matter not owned by the entity other than
the Company which is a party to the transaction, or any subsidiary
or affiliate thereof (the "Receiving Entity"); (ii) the transaction
has been approved by at least 75% of the members of the Company's
Board of Directors not affiliated with the Receiving Entity
("Unaffiliated Directors"); (iii) the transaction has been approved
by a majority of the Unaffiliated Directors prior to the date on
which the Receiving Entity first acquired any stock of the Company;
or (iv) the transaction has been approved by the holders of at least
a majority of the shares of each class of stock of the Company
entitled to vote on the matter and by at least a majority of the
shares of each class of Stock of the Company entitled to vote on the
matter not owned by the Receiving Entity, and the aggregate of the
cash and fair market value of all consideration to be paid to
holders of the Company's stock is equal to the amounts determined
under a formula set forth in the Company's Articles.
In addition, the Company's Articles of Organization direct the
Company's Board of Directors, in evaluating such a transaction, or a
tender or exchange offer, to consider (i) the social and economic
effects of the transaction on the Company, its subsidiaries, their
employees, depositors, customers and the communities they serve,
(ii) the business and financial condition and earnings prospects of
the other party and the possible effect of such conditions upon the
Company, its subsidiaries and the communities they serve, and (iii)
the competence, experience and integrity of the other party and its
management.
Certain acquisitions of the Company's Common Stock are subject to
the provisions of Chapter 110D of the Massachusetts General Laws
("Chapter 110D"), relating to "control share acquisition." Under
Chapter 110D, a vote of shareholders will be necessary to determine
whether shares of Common Stock acquired in a control share
acquisition will have voting rights. Subject to various exceptions
set forth in Chapter 110D, a control share acquisition generally
means an acquisition of Common Stock in which any person, including
his associates, acquires beneficial ownership of stock which, when
aggregated with all other stock of the Company owned by such person,
increases his voting power to one of the following ranges of voting
power: (i) one fifth or more but less than one third, (ii) one third
or more but less than a majority, or (iii) a majority or more.
Shares acquired within ninety days before or after a control share
acquisition or pursuant to a plan to make a control share
acquisition are deemed to be part of the control share acquisition.
EXPERTS
The consolidated financial statements of Westbank Corporation as of
December 31, 1995 and 1996 and for each of the years in the three
year period ended December 31, 1996 incorporated in this prospectus
by reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report which is
incorporated by reference herein, and have been so incorporated in
reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
<PAGE>
LEGAL OPINION
Doherty, Wallace, Pillsbury and Murphy, P.C., counsel for the
Company, will give its opinion as to the legality of the Common
Stock being offered hereby, indicating that when sold, the Common
Stock will be legally issued, fully paid and nonassessable.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INDEMNIFICATION OF OFFICERS AND DIRECTORS
In general, Article V, Section 9 of the Company's By-Laws provides
for indemnification of each director, officer, employee or agent of
the Company, any former director, officer, employee or agent of the
Company, and any person who is or shall be a director, officer,
employee or agent of another organization in which the Company owns
shares or of which it is a creditor, against all liabilities and
expenses reasonably incurred by such person in connection with, or
arising out of, any action, suit or proceeding in which such person
may be a party defendant or with which he may be threatened or
otherwise involved, directly or indirectly, by reason of his being
or having been a director or officer of the Company or such other
organization, except in relation to matters as to which such person
shall be finally adjudged (other than by consent) in such action,
suit or proceeding not to have acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests
of the Company or such other organization, and, with respect to any
criminal action or proceeding, only to the extent that he had no
reasonable cause to believe his conduct was unlawful.
EXHIBITS
See Exhibit Index.
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 Regulation
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any fact or events
arising after the effective date of the
Registration Statement (or 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; and
(iii) To include any material information with respect
to the plan of distribution not previously dis-
closed in the Registration Statement or any
material change to such information in the
Registration Statement:
<PAGE>
Provided, however, that undertakings (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 by the Registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for purposes of determining any 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 the time shall
be deemed to be the initial bonafide 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 consummation 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 bonafide offering thereof.
(c) Insofar as indemnification for liabilities arising out of the
Security 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 liability (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant and 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 West
Springfield, Commonwealth of Massachusetts, on June 19, 1997.
WESTBANK CORPORATION
By: /s/ Donald R. Chase
Donald R. Chase, President
<PAGE>
POWER OF ATTORNEY
We, the undersigned Directors and Officers of Westbank Corporation,
do hereby severally constitute and appoint Donald R. Chase and John
M. Lilly, or either of them, our true and lawful attorneys and
agents, to do any and all acts and things in our name and behalf in
our capacities as Directors and Officers and execute any and all
instruments for us in our name in the capacities indicated below,
which said attorneys and agents, or any of them, may deem necessary
or advisable to enable said Corporation to comply with the
Securities Act of 1933, as amended and adjusted, and any rules,
regulations, and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement on Form
S-8 including specifically but without limitation, power and
authority to sign for us or any of us, in our names in the
capacities listed below, any and all amendments (including
post-effective amendments) hereto; and we do each hereby ratify and
confirm all that said attorneys and agents, or any one of them,
shall do or cause to be done by virtue hereof.
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 West
Springfield, Commonwealth of Massachusetts, on June 19, 1997.
Signature Title Date
/s/ Donald R. Chase President, Chief June 19, 1997
Donald R. Chase Executive Officer
and Director
(Principal Executive
Officer)
/s/ Alfred C. Whitaker Chairman of the Board June 19, 1997
Alfred C. Whitaker and Director
/s/ John M. Lilly Treasurer and Chief June 19, 1997
John M. Lilly Financial Officer
(Principal Financial
and Accounting
Officer)
/s/ Roland O. Archambault Director June 19, 1997
Roland O. Archambault
/s/ Mark A. Beauregard Director June 19, 1997
Mark A. Beauregard
/s/ David R. Chamberland Director June 19, 1997
David R. Chamberland
<PAGE>
/s/ Leroy F. Jarrett Director June 19, 1997
Leroy F. Jarrett
/s/ Ernest N. Laflamme, Jr. Director June 19, 1997
Ernest N. Laflamme, Jr.
/s/ Paul J. McKenna, D.M.D. Director June 19, 1997
Paul J. McKenna, D.M.D.
/s/ Robert J. Perlak Director June 19, 1997
Robert J. Perlak
/s/ George R. Sullivan Director June 19, 1997
George R. Sullivan
/s/ James E. Tremble Director June 19, 1997
James E. Tremble
<PAGE>
EXHIBIT INDEX
Number Exhibit
4 Westbank Corporation 1996 Stock Option Plan *
5 Opinion of Doherty, Wallace, Pillsbury & Murphy, P.C. INCLUDED HEREIN
regarding legality
23.1 Consent of Deloitte & Touche LLP INCLUDED HEREIN
23.2 Consent of Doherty, Wallace, Pillsbury and INCLUDED HEREIN
Murphy, P.C. (contained in its opinion filed
as Exhibit 5)
24 Power of Attorney (included on signature INCLUDED HEREIN
page hereof)
* Incorporated by reference to Exhibit A contained in the annual Proxy
Statement for the Annual Meeting dated April 17, 1996.
(LETTERHEAD OF DELOITTE & TOUCHE LLP)
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Westbank Corporation on Form S-8 of our report dated
January 28, 1997, appearing in the Annual Report on Form 10-K of
Westbank Corporation for the year ended December 31, 1996 and to the
reference to us under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Hartford, Connecticut
June 19, 1997
(LETTERHEAD OF DOHERTY, WALLACE, PILLSBURY & MURPHY, P.C.)
EXHIBIT 5
June 19, 1997
Westbank Corporation
225 Park Avenue
West Springfield, MA 01089
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
In connection with the registration on Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act"), of
178,500 shares (the "Shares") of common stock, par value $2.00
per share, of Westbank Corporation (the "Company") reserved for
issuance pursuant to the Company's 1996 Stock Incentive Plan (the
"Plan"), we have examined such corporate documents and records of
the Company, such other instruments and certificates of public
officials, officers and representatives of the Company and other
persons and such questions of law as we have deemed necessary or
appropriate in order to render the opinion set forth herein.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as copies and the authenticity of the originals
of such copies.
As to questions of fact material to our opinion expressed
below that we did not independently establish, we have relied
upon certifications of the Company or its officers.
<PAGE>
Westbank Corporation
June 19, 1997
Page 2
Based upon and subject to the foregoing, we are of the
opinion that when the registration statement on Form S-8 relating
to the Shares (the "Registration Statement") shall have become
effective under the Securities Act and any Shares shall have been
duly issued and paid for in accordance with the terms of the
Plan, such Shares will be legally issued, fully paid and
nonassessable.
The foregoing opinion is limited to the Federal Laws of the
United States and the Business Corporation Law of the
Commonwealth of Massachusetts. We are expressing no opinion as
to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and any amendments thereto.
In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of
the Securities Act.
Very truly yours,
/s/ Doherty, Wallace, Pillsbury
& Murphy, P.C.
DOHERTY, WALLACE, PILLSBURY & MURPHY, P.C.
