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
of incorporation) No.)
225 Park Avenue
West Springfield, Massachusetts 01090-0149
(Address of principal executive offices and zip code)
1985 INCENTIVE STOCK OPTION PLAN FOR KEY EMPLOYEES,
AS AMENDED AND ADJUSTED
(Full title of the Plan)
John M. Lilly, Treasurer
Westbank Corporation
225 Park Avenue
West Springfield, Massachusetts 01090-0149
Telephone: (413) 747-1400
(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 Price Fee
- ---------------------------------------------------------------
Common Stock 200,000
$2 Par Value Shares $13.875 $2,775,000 $818.63
<PAGE>
PROSPECTUS
WESTBANK CORPORATION
(the "Company")
200,000 Shares of Common Stock, $2.00 par value,
offered pursuant to the Company's 1985 Incentive
Stock Option Plan for Key Employees, as amended
and adjusted (the "Plan").
The Company is offering or may offer a maximum of 200,000 shares
(subject to adjustment in certain circumstances) of its Common
Stock, $2.00 par value (the "Common Stock"), to officers and
employees of the Company and its subsidiaries, as defined in the
Plan (the "Subsidiaries"), 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 (the
"Agreements").
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
(the "1933 Act"), or in compliance with Rule 144 of the Rules and
Regulations of the Securities and Exchange Commission (the
"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 OR BY ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
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 May 28, 1998
<PAGE>
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 3
Incorporation by Reference 4
The Company 5
The Plan 5
Description of the Company's Common Stock 10
Experts 13
Legal Opinion 13
ADDITIONAL INFORMATION
The Company has filed with the 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 part thereof. Statements contained in this
Prospectus as to the provisions of the Plan and the Agreements are
not complete and in each instance reference is made to the Plan and
the Agreements.
The Company is subject to informational requirements under Section
13 of the Securities Exchange Act of 1934, as amended (the "1934
Act"), and in accordance therewith files reports and other
information with the 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, NY 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 in this Prospectus and shall be deemed to
be a part hereof:
1. The Company's Quarterly Report or Form 10-Q for the quarter
ended March 31, 1998.
2. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
3. The Company's Proxy Statement dated March 12, 1998 for the
Annual Meeting of Shareholders held on April 15, 1998.
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
of 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 upon the 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 REFERENCED UNLESS SUCH EXHIBITS
ARE SPECIFICALLY INCORPORATED BY REFERENCE HEREIN). SUCH REQUESTS
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; Termination
In February, 1985, 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, 1985.
On May 20, 1992, the Board unanimously amended the Plan to provide
that all previous unexercised stock options would be canceled and
that new stock options would be granted at the then current market
price.
In February, 1994, the Board adopted an amendment to the Plan to
increase the number of shares reserved for issuance thereunder by
200,000 shares, subject to the approval of the shareholders of the
Company, which approval was obtained at the Annual Meeting of
Shareholders in April, 1994. As of the date of this Prospectus, the
total number of shares reserved for issuance under the Plan is
340,617 shares.
In accordance with the terms of the Plan, no Options have been
granted under the Plan since February, 1995 and no additional
Options may be granted under the Plan in the future.
As of the date of this Prospectus, options to purchase 47,810
shares of Common Stock are outstanding under the Plan.
Nature and Purpose of the Plan
Subject to certain limitations, the Plan authorizes the grant of
incentive stock options (the "Options") to purchase shares of Common
Stock to officers and employees of the Company and its Subsidiaries.
<PAGE>
The purpose of the Plan is to provide an incentive to certain
employees of the Company and its Subsidiaries to improve the
operations of the Company and its Subsidiaries and to offer
inducements to such employees to accept and continue employment with
the Company and its Subsidiaries.
Administration
The Plan provides that it is to be administered by the Board. Under
the Plan, the members of the Board who are not employees of the
Company and its Subsidiaries are not eligible to receive Options.
The present members of the Board are:
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 01020
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 Director
Longmeadow, MA 01106
James E. Tremble 41 Farmington Avenue Director
Longmeadow, MA 01106
<PAGE>
Alfred C. Whitaker 1060 Morgan Road Director
West Springfield, MA 01089 Chairman of
the Board
Assistant Clerk
Members of the Board 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 Board has discretion to
determine the individuals to whom Options will be granted, the
number of shares subject to each Option, the date or dates at which
Options will be granted, and the manner in which such Options may be
exercised. In selecting the officers and employees of the Company
and its Subsidiaries to whom Options are granted, the Board 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.
Eligibility and Extent of Participation
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, approximately 14
employees held Options under the Plan.
Under the Plan, as it was amended by the Board of Directors on
February 12, 1987 to reflect changes required by the Tax Reform Act
of 1986, the aggregate fair market value (determined at the date of
grant) of shares with respect to which any individual options are
exercisable for the first time during any calendar year may not
exceed $100,000.
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.
<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
Options granted under the Plan will expire ten years after they are
granted, or on such earlier date as may be fixed by the Board,
unless earlier terminated in the event of death of the optionee or
termination of his employment, as described below. For Options
granted after December 31, 1986, the rule governing the exercise
sequence of Options has been repealed by the Tax Reform Act of 1986.
Thus, Options granted after December 31, 1986 which have not expired
may be exercised in any sequence.
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.
Options terminate no later than three months after termination of
the optionee's employment with the Company and its Subsidiaries.
However, if an optionee's employment terminates by reason of
voluntary retirement due to permanent and total disability, the
optionee may exercise outstanding Options within a period of twelve
months after such termination. If an optionee dies prior to
exercise of an Option, such Option may be exercised during the
twelve month period following the date of death by the optionee's
legal representative.
Sale of Shares by Officers
Generally, 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 1933 Act, or in compliance with Rule 144 of the
Rules and Regulations of the Commission promulgated under the 1933
Act, or otherwise pursuant to an available exemption from
registration.
<PAGE>
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.
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 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 is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended and adjusted.
Taxation
The Plan is not qualified under Section 401 of the Internal Revenue
Code (the "Code"). Options are intended to qualify for treatment
under Section 422 of the Code. The following discussion of the
federal income tax consequences of the granting and exercise of
Options, and the sale of Common Stock acquired on the exercise of
Options, is based on an analysis of the Code as in effect on the
date of this Prospectus and the rulings and regulations published
thereunder before such date. The rules contained in the applicable
provisions of the Code and the regulations and rulings thereunder
are quite technical, so the description of federal tax consequences
set forth herein is necessarily general in nature and does not
purport to be complete. Optionees may also be subject to state or
local income tax consequences in the jurisdictions in which they
work or reside. Optionees should not rely upon this discussion for
advice regarding their individual situations and are advised to seek
professional individual counsel.
Optionees do not realize income at the time of grant or exercise of
an Option.
Recognition of such income is postponed until the optionee disposes
of the shares of Common Stock. The amount of income recognized will
generally be equal to the difference between fair market value of
the shares on the date of disposition and the exercise price.
<PAGE>
The Company is entitled to a deduction for federal income tax
purposes only to the extent that ordinary income is realized by the
optionee as a result of a disposition prior to termination of any
requisite holding period.
The excess of the fair market value of the shares on the date of
exercise over the option price may, under certain circumstances, be
an item of tax preference under the alternative minimum tax. If
payable, the alternative minimum tax will reduce the favorable tax
consequences for the employee on acquiring shares pursuant to the
exercise of an Option. Because the application of the alternative
minimum tax depends on the employee's overall tax situation
(reflecting, in part, the amount of his taxable income and tax
preference items), an employee should consult his own tax advisor to
determine the course of action which would be most appropriate in
his or her situation before Options are exercised.
DESCRIPTION OF THE COMPANY'S COMMON STOCK
The Company is authorized to issue up to 9,000,000 shares of Common
Stock, $2.00 par value. As of March 2, 1998, there were 3,747,121
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 Board 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 with 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 the 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,
<PAGE>
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
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 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 acquisitions". 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
<PAGE>
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 the Company as of December
31, 1997 and for each of the three year periods ended December 31,
1997 incorporated by reference herein have been incorporated herein
in reliance upon reports of Deloitte & Touche, LLP, independent
certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and
auditing.
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 Registration
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 disclosed 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 1933
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 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
1933 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, May 27, 1998.
WESTBANK CORPORATION
By: /s/Donald R. Chase
Donald R. Chase, President
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 either 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 either one of them,
shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended and adjusted, this Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signatures Title Date
/s/Donald R. Chase President, Chief May 27, 1998
Donald R. Chase Executive Officer
and Director
(Principal Executive
Officer)
<PAGE>
/s/Alfred C. Whitaker Chairman of the Board May 27, 1998
Alfred C. Whitaker and Director
/s/John M. Lilly Treasurer and Chief May 27, 1998
John M. Lilly Financial Officer
(Principal Financial
and Accounting Officer
/s/Roland O. Archambault Director May 27, 1998
Roland O. Archambault
/s/Mark A. Beauregard Director May 27, 1998
Mark A. Beauregard
/s/David R. Chamberland Director May 27, 1998
David R. Chamberland
/s/Leroy F. Jarrett Director May 27, 1998
Leroy F. Jarrett
/s/Ernest N. Laflamme, Jr. Director May 27, 1998
Ernest N. Laflamme, Jr.
/s/Paul J. McKenna Director May 27, 1998
Paul J. McKenna, D.M.D.
/s/Robert J. Perlak Director May 27, 1998
Robert J. Perlak
/s/George R. Sullivan Director May 27, 1998
George R. Sullivan
/s/James E. Tremble Director May 27, 1998
James E. Tremble
<PAGE>
EXHIBIT INDEX
Number Exhibit
5 Opinion of Doherty, Wallace, Pillsbury
and Murphy, P.C.
23(a) Consent of Deloitte & Touche, LLP
23(b) Consent of Doherty, Wallace, Pillsbury
and Murphy, P.C. (included in Exhibit 5)
24 Power of Attorney (included on signature
page hereof)
99 Westbank Corporation 1985 Incentive Stock
Option Plan for Key Employees, as Amended
and Adjusted
EXHIBIT 23 A
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of Westbank Corporation on Form S-8 for the 1985 Incentive
Stock Option Plan for Key Employees, As Amended and Adjusted, of our
report dated February 6, 1998, appearing in the Annual Report on
form 10-K of Westbank Corporation for the year ended December 31,
1997 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Hartford, CT
May 27, 1998
May 27, 1998
Westbank Corporation
225 Park Avenue
West Springfield, MA 01090-0149
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
200,000 shares (the "Shares") of common stock, par value $2.00 per
share of Westbank Corporation (the "Company") reserved for issuance
pursuant to the 1985 Incentive Stock Option Plan for Key Employees,
as amended and adjusted (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
May 27, 1998
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 corporation laws 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
AND MURPHY, P.C.
