FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BEVERLY NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-1087364
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
240 Cabot Street, Beverly, Massachusetts 01915
(Address of Principal Executive Offices) (Zip Code)
Beverly National Corporation
1987 Incentive Stock Option Plan for Key Employees,
as Adjusted
Beverly National Corporation
1987 Directors' Plan, as Amended and Adjusted
Lawrence M. Smith, President
Beverly National Corporation
240 Cabot Street
Beverly, Massachusetts 01915
(Name and address of agent for service)
(508) 922-2100
(Telephone number, including area code, of agent for service)
Copy to:
David F. Hannon, Esq.
Craig and Macauley Professional Corporation
Federal Reserve Plaza
600 Atlantic Avenue
Boston, Massachusetts 02210
Calculation of Registration Fee
- ----------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered unit(1) price fee
- -----------------------------------------------------------------
Common Stock,
$2.50 par 46,500* shares $14.00 $ 651,000 $225
value
Common Stock,
$2.50 par 54,000** shares $11.90 $ 642,600 $222
value
-------------- ---------- ----
TOTALS 100,500 shares $1,293,600 $447
-------------- ---------- ----
* Pursuant to 1987 Incentive Stock Option Plan for Key
Employees.
** Pursuant to 1987 Directors' Plan.
(1) Pursuant to Rule 457(h), represents exercise prices of
outstanding options.
<PAGE>
TABLE OF CONTENTS
Page
I. INFORMATION REQUIRED IN THE SECTION
10(a)PROSPECTUS..................................... 1
Item 1 - Plan Information........................... 1
Item 2 - Registrant Information and Employee Annual
Information................................ 1
II. INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT........................................... 2
Item 3 - Incorporation of Documents by Reference.... 2
Item 4 - Description of securities.................. 2
Item 5 - Interests of Named Experts and Counsel..... 5
Item 6 - Indemnification of Directors and Officers.. 5
Item 7 - Exemption from Registration Claimed........ 6
Item 8 - Exhibits................................... 6
Item 9 - Undertakings............................... 6
<PAGE> 1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Annual Information*
* Information required by Part I of Form S-8 to be contained
in a Section 10(a) Prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities Act
of 1933 (the "Securities Act") and the Note to Part I of Form
S-8.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission by the Registrant are hereby incorporated by
reference in this Registration Statement and made a part thereof
as of their respective filing dates:
1. The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994.
2. The Registrant's Quarterly Reports on Form 10-QSB for
the fiscal quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995.
3. All other reports filed by the Registrant or the Plan
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 ("Exchange Act") since December 31, 1994.
4. All documents filed by the Corporation or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold.
Item 4. Description of Securities.
-------------------------
The Corporation is authorized to issue up to 2,500,000
shares of Common Stock, $2.50 par value. As of the date hereof,
there are 751,172 shares of Common Stock outstanding.
Dividend Rights
- ---------------
Holders of the Registrant's Common Stock are entitled to
receive such dividends as are declared by its Board of Directors
out of funds legally available therefor.
The Corporation's ability to pay dividends to its
shareholders is dependent, among other things, on the
Corporation's financial performance and on the Bank's ability to
pay dividends to the Corporation.
Voting Rights - Non-Cumulative Voting
- -------------------------------------
Holders of shares of the Corporation's Common Stock are
<PAGE> 3
entitled to one vote for each share of stock held by them. The
shares of Common Stock of the Corporation do not have cumulative
voting rights. This means that the holders of more than 50% of
the shares of Common Stock of the Corporation 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 Corporation
at the meeting.
Holders of the Corporation's Common Stock have preemptive
rights entitling them to participate in new issues of Common
Stock in proportion to their stockholding at the time of issue
under such terms as the Board of Directors may determine to be
fair and reasonable. However, such rights are not available
where, among other things, the Corporation issues its Common
Stock (1) in consideration for services rendered, (2) to
discharge indebtedness, (3) as dividends, (4) in exchange for
other securities of the Corporation, (5) pursuant to any prior
or subsequent option or right granted by the Corporation, (6)
pursuant to the exercise, issuance or grant of any option to
purchase such shares to a Director or employee of the
Corporation, or (7) in consideration for any property other than
cash.
Liquidation Rights
- ------------------
In the event of dissolution of the Corporation and the
liquidation thereof, the holders of Corporation Common Stock
will be entitled to receive pro rata any assets distributable to
shareholders in respect of shares held by them.
Election of Directors
- ---------------------
Under both the Articles of Organization and the By-Laws of
the Corporation, the Board of Directors is divided into three
(3) approximately equal classes. One-third of the Corporation's
Directors is elected each year at the Annual Meeting of
Shareholders. Directors, in each case, serve until their
successors are duly elected and qualified or until their earlier
resignation, removal from office or death.
The provision of the Corporation's Articles of Organization
which sets forth the division of the Board into three classes
may be amended only by the affirmative vote of at least 80% of
the shares of each class of the Corporation's stock outstanding
and entitled to vote.
<PAGE> 4
Extraordinary Corporate Transactions and Changes in Control
- -----------------------------------------------------------
Under the Corporation's Articles of Organization, neither
the Corporation nor any of its subsidiaries, including the Bank,
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 80%
of the total number of shares of stock of the Corporation
entitled to vote on the matter not owned by the entity other
than the Corporation which is a party to the transaction (the
"Receiving Entity"); (ii) the transaction has been approved by
at least 80% of the members of the Corporation's Board of
Directors not affiliated with the Receiving Entity or any
affiliate or subsidiary thereof (the "Unaffiliated Directors");
(iii) the transaction has been approved by the holders of at
least a majority of the shares of each class of stock of the
Corporation 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
Corporation's stock is equal to the amounts determined under a
formula set forth in the Corporation's Articles of Organization.
Certain acquisitions of the Corporation's Common Stock are
subject to the provisions of Chapters 110D of the Massachusetts
General Laws ("Chapter 110D"). 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 Corporation 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 less than a majority, or (iii) a
majority or more. All 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.
Under Chapter 110F, the Corporation may not engage in a
"business combination" with an "interested stockholder" for a
period of three years following the date that such stockholder
became an interested stockholder, unless (1) prior to such date
the Board of Directors approves either the business combination
or the transaction which results in the stockholder becoming an
<PAGE> 5
interested stockholder, (2) upon consummation of the transaction
which results in the stockholder becoming an interested
stockholder, the interested stockholder owns at least 90% of the
voting stock of the Corporation, or (3) on or subsequent to the
date the stockholder becomes an interested stockholder, the
business combination is approved by the Board of Directors and
authorized by at least 2/3 of the outstanding voting stock of
the Corporation not owned by the interested stockholder. The
term "interested stockholder" is generally defined to mean any
person other than the Corporation or a majority-owned subsidiary
who, together with associates and affiliates, is the owner of 5%
or more of the outstanding voting stock of the Corporation. In
certain instances involving acquisitions by brokers or dealers,
banks, or other entities, the 5% threshold is increased to 15%.
The term "business combination" includes any merger or
consolidation of the Corporation or any majority-owned
subsidiary of the Corporation with the interested stockholder;
any sale, lease, exchange, mortgage, pledge, transfer or other
disposition, except proportionately as a stockholder of the
corporation, to or with the interested stockholder, of assets of
the Corporation or a subsidiary having a market value equal to
10% or more of either the market value of the Corporation's
assets or the market value of the Corporation's outstanding
stock; and certain other transactions.
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
In general, Article V, Section 9 of the Corporation's
By-Laws provides for indemnification of each director, officer,
employee or agent of the Corporation, any former director,
officer, employee or agent of the Corporation and any person
who, at the request of the Corporation, is or shall have been a
director, officer, employee or agent of another organization or
is serving or shall have served in any capacity with respect to
any employee benefit plan, 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, officer, employee
or agent of the Corporation or such other organization or by
reason of his having served with respect to such employee
benefit plan, 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
<PAGE> 6
of the Corporation or the participants or beneficiaries of such
employee benefit plan, as the case may be, 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.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
The Exhibits to this Registration Statement are listed in
the Exhibit Index on page 10 of this Registration Statement,
which Index is incorporated herein by reference.
The Corporation will submit or has submitted the 1987
Incentive Stock Option Plan for Key Employees ("ISO Plan") and
any amendment thereto to the Internal Revenue Service ("IRS") in
a timely manner and has made or will make all changes required
by the IRS in order to qualify the ISO Plan.
Item 9. Undertakings
------------
A. The undersigned Corporation hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement to:
(i) Include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a
fundamental change in the information in the
Registration Statement;
(iii) Include any additional or changed material
information on the plan of distribution;
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 by the Corporation pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) For determining liability under the Securities Act of
1933, to treat each post-effective amendment as a new
Registration Statement of the securities offered, and the
<PAGE> 7
offering of the securities at that time to be the initial bona
fide offering.
(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.
B. The undersigned Corporation hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Corporation's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Corporation pursuant to
the foregoing provisions, or otherwise, the Corporation has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Corporation of expenses incurred
or paid by a director, officer, or controlling person of the
Corporation 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
Corporation 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> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Corporation 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 City of Beverly, Commonwealth of Massachusetts, on
January 18, 1996.
BEVERLY NATIONAL CORPORATION
By:/s/ Lawrence M. Smith
-----------------------------
President
POWER OF ATTORNEY
-----------------
We, the undersigned Directors and officers of Beverly
National Corporation, do hereby severally constitute and appoint
Lawrence M. Smith and Peter E. Simonsen, 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 to 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 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 indicated 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,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- ----------------- ----------------- -----------
/s/ Lawrence M. Smith
- --------------------- President and January 18, 1996
Lawrence M. Smith Director
/s/ Peter E. Simonsen
- --------------------- Vice President January 18, 1996
Peter E. Simonsen (Principal Financial
and Accounting Officer)
<PAGE>9
/s/ Lawrence M. Smith
- ---------------------- Chairman of the Board January 18, 1996
Lawrence M. Smith and Director
/s/ Richard H. Booth
- ---------------------- Director January 18, 1996
Richard H. Booth
/s/ Neiland J. Douglas, Jr.
- ---------------------- Director January 18, 1996
Neiland J. Douglas, Jr.
/s/ John N. Fisher
- ---------------------- Director January 18, 1996
John N. Fisher
/s/ John L. Good, III
- ---------------------- Director January 19, 1996
John L. Good, III
/s/ Alice B. Griffin
- ---------------------- Director January 18, 1996
Alice B. Griffin
/s/ Clark R. Smith
- ---------------------- Director January 18, 1996
Clark R. Smith
/s/ Barry A. Sullivan
- ---------------------- Director January 18, 1996
Barry A. Sullivan
/s/ James D. Wiltshire
- ---------------------- Director January 18, 1996
James D. Wiltshire
6435O
<PAGE> 10
EXHIBIT INDEX
Number Exhibit
- ------ -------
4(a) Beverly National Corporation
1987 Incentive Stock Option
Plan for Key Employees, as
Adjusted
4(b) Beverly National Corporation
1987 Directors' Plan, as Amended
and Adjusted
5 Opinion of Counsel
Re: Legality
23(a) Consent of Craig and Macauley
Professional Corporation
(contained in its Opinion filed
as Exhibit 5)
23(b) Consent of Shatswell, MaCleod
& Company, P.C.
24 Power of Attorney (included on signature
page hereof)
6487O:12
EXHIBIT 4(a)
------------
BEVERLY NATIONAL CORPORATION
l987 Incentive Stock Option Plan for Key Employees
l. Purpose.
l.l The purpose of the Beverly National Corporation l987
Incentive Stock Option Plan for Key Employees (hereinafter
referred to as the "Plan") is to provide incentives to present
and future employees of Beverly National Corporation, a
Massachusetts corporation (this "Corporation") and any of its
present and future subsidiaries at least fifty percent (50%)
owned by this Corporation ("Subsidiaries") (such employees being
hereinafter referred to as "Employees" and each of them
individually as an "Employee"), in order that they may provide
exceptional services to this Corporation and its Subsidiaries,
and to offer inducements to Employees to accept and continue
employment with this Corporation and its Subsidiaries, by
offering Employees options to purchase shares of this
Corporation's common stock which may qualify for treatment as
incentive stock options under the Internal Revenue Code of 1986,
as amended (the "Code") upon the approval of the Plan by the
shareholders of this Corporation and upon the satisfaction by
such Employees of the requirements for such qualification. This
Plan is an "incentive stock option plan" described in Section
422A(b) of the Code.
<PAGE>
2. Administration of Plan.
2.l The Plan shall be administered by the Board of
Directors of this Corporation (the "Board of Directors") which
shall: (l) determine which Employees shall be granted options to
purchase shares of this Corporation's Common Stock ($2.50 par
value) ("Stock") pursuant to the Plan (which options shall
hereinafter be referred to as "Options," or in the singular as
an "Option"); (2) determine the time or times when Options shall
be granted and the number of shares of Stock to be subject to
each Option; (3) determine the option price at which the shares
of Stock subject to each Option may be purchased pursuant to the
Plan and the forms of the instruments evidencing any Options
granted under the Plan or any other instrument to be used in
connection with the Plan; (4) adopt, amend and rescind, in its
discretion, rules and regulations for the administration of the
Plan; (5) interpret the Plan and decide all questions and settle
all controversies and disputes which may arise in connection
with the Plan, which decisions and interpretations shall be
binding upon all persons; and (6) exercise such other powers as
may be necessary or desirable to implement the provisions of
this Plan.
2.2 Members of the Board of Directors who are Employees
shall be eligible to receive Options pursuant to the
<PAGE> 2
Plan. The grant of an Option to an Employee who is also a
director of this Corporation shall not be affected or
invalidated by reason of the fact that such director voted to
approve the grant of such Option.
2.3 No member of the Board of Directors shall be liable for
any action taken or determination made in good faith and in a
manner reasonably believed to be in the best interests of this
Corporation with respect to the Plan or any Option granted
pursuant thereto. The Board of Directors may indemnify any
person against expenses reasonably incurred or the amount of any
damages, fine, or settlement assessed against or agreed to by
such person, in connection with any action, suit or proceeding
in which such person may be involved in connection with any
Option or this Plan to the same extent that the Board of
Directors may indemnify such person under the By-laws of this
Corporation.
3. Authority to Grant Options.
3.l Subject to the terms and conditions of this Plan, the
Board of Directors may from time to time grant to such Employees
as it may determine to be capable of making substantial
contributions to the management or development of this
Corporation and its Subsidiaries, Options upon such terms and
<PAGE> 4
conditions as it may deem appropriate, subject to applicable
provisions of this Plan.
3.2 The Board of Directors may authorize the grant of
Options to Employees by action taken with or without a meeting.
The effective date of the grant of an Option pursuant hereto
shall be the date specified by the Board of Directors in the
Stock Option Agreement, as hereinafter defined.
3.3 The number of shares of Stock subject to an Option
shall in each case be determined by the Board of Directors,
subject to the applicable provisions of this Plan. More than
one Option may be granted to the same Employee.
3.4 Nothing contained in this Plan or in any resolution
adopted by the Board of Directors or the shareholders of this
Corporation shall constitute the grant of an Option hereunder,
and no Employee shall be entitled to the grant of an Option
unless action granting an Option to such Employee shall have
been taken by the Board of Directors and unless the recipient of
an Option shall have executed an agreement in form and substance
satisfactory to the Board of Directors containing terms,
restrictions and conditions imposed upon the exercise of the
Option and the transfer of any Stock pursuant thereto ("Stock
Option Agreement").
<PAGE> 5
3.5 Any purported disposition of shares of Stock acquired
pursuant to an Option which shall be in contravention of the
terms, restrictions and conditions contained in the Stock Option
Agreement executed in connection with such Option shall be
ineffective, and such disposition shall not be registered upon
the stock transfer books of this Corporation.
3.6 The aggregate fair market value of Stock with respect
to which Options issued hereunder are exercisable for the first
time during any calendar year, when aggregated with the fair
market value of stock subject to other incentive stock options
then outstanding under all plans of this Corporation and its
parent and subsidiary corporations and exercisable for the first
time during such calendar year, shall not exceed $l00,000. For
purposes of this section the fair market value of Stock subject
to Options shall be determined at the time the Options are
issued.
4. Stock Subject to the Plan.
4.l Stock to be issued upon the exercise of an Option shall
be made available, in the discretion of the Board of Directors,
from authorized but unissued shares of Stock or from shares of
Stock held in the treasury of this Corporation, however acquired.
<PAGE> 6
4.2 The aggregate number of shares of Stock for which
Options may be granted under the Plan shall be 18,700. If an
Option shall expire, terminate, or be cancelled or surrendered
in whole or in part prior to the exercise thereof, the number of
shares of Stock subject to the unexercised portion of such
Option shall be subject to other Options granted theretofore or
thereafter pursuant to the Plan.
4.3 Appropriate adjustments in the number of shares of
Stock subject to Options previously issued hereunder and in the
number of shares of Stock for which Options have not yet been
granted under this Plan shall be made by the Board of Directors
if at any time after the effective date of this Plan this
Corporation shall increase or decrease the number of outstanding
shares of Stock, whether by stock split, combination, stock
dividend or reclassification, or merger, consolidation,
recapitalization, or reorganization.
4.4 No provision of this Plan, nor any Option granted
pursuant hereto or Stock Option Agreement entered into in
connection therewith shall confer upon any Employee or any other
person any preemptive right to acquire any stock of this
Corporation.
<PAGE> 7
5. Eligibility.
5.l The Board of Directors may grant Options pursuant
hereto to such Employees as it may designate from time to time
pursuant to Section 3.l hereof regardless of whether such
Employees are also officers or directors of this Corporation.
5.2 No officer or director of this Corporation shall be
eligible to receive any Option pursuant to this Plan unless such
officer or director is also an Employee.
5.3 No Employee may exercise any part of an Option unless
he or she has been continuously employed by this Corporation
from the date the Option was granted, until no more than three
(3) months prior to the time of such exercise, provided, that in
the case of a deceased employee or an employee whose employment
terminates for reason of permanent and total disability, no
Option may be exercised unless the optionee was continuously
employed by this Corporation from the date the Option was
granted until no more than l2 months prior to the time of such
exercise.
5.4 If an Employee or former Employee eligible to exercise
an Option granted pursuant to this Plan dies prior to such
exercise, such Option may be exercised to the extent permitted
<PAGE> 8
herein by his estate or a person who acquires the right to
exercise such Option by bequest or inheritance.
5.5 No Option granted pursuant to this Plan may be
transferred by the holder thereof other than by will or the laws
of descent and distribution of the state in which such holder is
domiciled at the time of his death.
6. Terms of Options.
6.l The price at which shares of Stock may be purchased
pursuant to an Option shall be the fair market value of the
Stock on the date of the grant of such Option (as determined
pursuant to Section 3.2 hereof), provided, that in the case of
Options granted to an Employee who at the date of the grant of
such Option owns l0% or more of the combined voting stock of the
Corporation (a "l0% Employee"), such price shall be equal to
ll0% of the fair market value of the Stock on the date of the
grant of such Option. For purposes of determining the
percentage of stock of the Corporation owned by an Employee,
attribution rules made applicable by the Code and related
regulations shall apply. The fair market value of any Stock
shall be determined by the Board of Directors in good faith.
<PAGE> 9
6.2 Each Option granted under this Plan shall expire, and
may not be exercised to any extent, upon the earliest to occur
of the following:
(a) Each Option shall expire ten years after the date of
grant of such Option (as determined pursuant to Section 3.2
hereof), or on such date prior thereto as may be fixed by the
Board of Directors, provided, however, that each Option granted
to a l0% Employee shall expire five years after the date of
grant of such Option, or such date prior thereto as may be fixed
by the Board of Directors.
(b) Each Option shall expire not later than three months
after termination of the optionee's employment with this
Corporation or any of its Subsidiaries (with or without cause,
voluntary or involuntary) for reasons other than death or total
and permanent disability, during which three-month period the
Option may be exercised only to the extent that it was
exercisable upon termination. If the optionee's employment with
this Corporation or any of its Subsidiaries terminates for
reasons of death or total and permanent disability, then the
Option shall expire l2 months after such termination of
employment, and during that l2-month period the Option may be
exercised only to the extent it was exercisable upon
termination. If an optionee whose employment terminates for
reasons other than death or disability dies during the
three-month period described
<PAGE> 10
above, such optionee's Options shall expire one year from the
date of termination of employment, during which time they may be
exercised to the extent exercisable on the date of termination.
7. Exercise of Options.
7.l Each Option granted hereunder shall be exercisable in
such installment or installments as may be determined by the
Board of Directors at the time of the grant. The right to
purchase shares shall be cumulative so that when the right to
purchase any shares has accrued such shares or any part thereof
may be purchased at any time thereafter until the expiration or
termination of the Option.
7.2 A person entitled to exercise an Option may, subject to
the terms and conditions of the Stock Option Agreement executed
in connection therewith, exercise such Option from time to time
by delivery to this Corporation at its principal office of
written notice of his or her intention to exercise such Option
setting forth the number of shares with respect to which the
Option is to be exercised and accompanied by (l) payment in full
of the purchase price of the shares to be purchased, (2) payment
in full of all local, state or federal taxes due on account of
<PAGE> 11
the exercise of such Option, and (3) such other documents and
materials as may be required by this Corporation under the terms
of this Plan, the Stock Option Agreement, or otherwise. As
promptly as practicable thereafter, this Corporation shall
deliver to the purchaser certificates for the number of shares
purchased.
7.3 The date of actual receipt by this Corporation of
notice of intention to exercise an Option shall be deemed the
date of exercise of the Option with respect to the shares then
purchased. Delivery of shares purchased shall be deemed
effective when a stock transfer agent shall have deposited
certificates therefor with the United States mail for delivery
to the purchaser at the address specified in the notice of
exercise provided to this Corporation.
7.4 During the life of a holder of an Option issued
pursuant to this Plan, such Option may be exercised only by the
holder.
7.5 No person, estate or other entity shall have any of the
rights of a shareholder of this Corporation with respect to
shares subject to an Option until a certificate or certificates
for such shares shall have been delivered by this Corporation to
such person or entity. Upon delivery of such a certificate to
the purchaser thereof for the number of shares of Stock
<PAGE> 12
purchased, the owner thereof shall have all the rights of a
shareholder of such shares of Stock, including the right to vote
the same and receive dividends thereon, subject, however, to the
terms, conditions and restrictions contained in this Plan and in
the Stock Option Agreement executed in connection with the
Option exercised with respect to such shares.
8. Miscellaneous.
8.l The grant of an Option to an Employee pursuant hereto
shall not confer upon such Employee a right to continued
employment, nor shall it limit the right of this Corporation or
any Subsidiary to terminate the employment of any such Employee.
8.2 The Board of Directors may modify, amend or terminate
this Plan or any provision thereof at any time and from time to
time, provided however, that no amendment to this Plan shall be
made which shall: (l) increase the total number of shares of
Stock for which Options under this Plan may be issued, except as
provided in Section 4.3 hereof, (2) increase the total number of
shares of Stock which may be acquired by an Employee pursuant to
Options issued under this Plan except as provided in Section 4.3
hereof, (3) extend the maximum period during which any Option
may be exercised as set forth in Section 6.2 hereof, (4) change the
<PAGE> 13
class of employees entitled to receive awards, (5) reduce the
purchase price of Stock subject to any Option, or (6) extend the
termination date of this Plan, without in each case the prior
approval of the holders of at least a majority of the Stock of
this Corporation of all classes voting together. No amendment
to this Plan shall alter or impair any Option previously granted
pursuant hereto without the consent of the holder thereof.
8.3 The effective date of this Plan shall be the date of
adoption by the Board of Directors. No Option may be granted
pursuant hereto subsequent to the date which is ten years after
the date on which the Plan shall be adopted by the Board of
Directors.
8.4 This Plan, and all rights and obligations hereunder,
including matters of construction, validity and performance,
shall be governed by the laws of the Commonwealth of
Massachusetts.
8.5 Notice to this Corporation pursuant to Sections 7.2 or
8.5 hereof or for any other purpose may be given by delivery in
hand or first class mail, postage prepaid, and addressed as
follows:
Beverly National Corporation
240 Cabot Street
Beverly, Massachusetts 01915
<PAGE> 14
Notice to an Employee to whom an Option shall be granted
hereunder may be given by delivery in hand or first class mail,
postage prepaid, to the address listed by such Employee in the
Stock Option Agreement executed by such Employee.
6487O:26
EXHIBIT 4(b)
------------
BEVERLY NATIONAL CORPORATION
l987 Directors' Plan
l. Purpose.
l.l The purpose of the Beverly National Corporation l992
Directors' Plan (hereinafter referred to as the "Plan") is to
provide incentives to present and future directors of Beverly
National Corporation, a Massachusetts corporation (this
"Corporation") and any of its present and future subsidiaries at
least fifty percent (50%) owned by this Corporation
("Subsidiaries") (such directors being hereinafter referred to
as "Optionees" and each of them individually as an "Optionee"),
in order that they may provide exceptional services to this
Corporation and its Subsidiaries, and to offer inducements to
Optionees to accept and continue service on its or their boards
of directors, as applicable, by offering Optionees options to
purchase shares of this Corporation's common stock.
2. Administration of Plan.
2.l The Plan shall be administered by the Board of
Directors of this Corporation (the "Board of Directors") which
shall: (l) determine which Optionees shall be granted options
to purchase
<PAGE> 2
shares of this Corporation's Common Stock ($2.50 par value)
("Stock") pursuant to the Plan (which options shall hereinafter
be referred to as "Options," or in the singular as an "Option");
(2) determine the time or times when Options shall be granted
and the number of shares of Stock to be subject to each Option;
(3) determine the option price at which the shares of Stock
subject to each Option may be purchased pursuant to the Plan and
the forms of the instruments evidencing any Options granted
under the Plan or any other instrument to be used in connection
with the Plan; (4) adopt, amend and rescind, in its discretion,
rules and regulations for the administration of the Plan; (5)
interpret the Plan and decide all questions and settle all
controversies and disputes which may arise in connection with
the Plan, which decisions and interpretations shall be binding
upon all persons; and (6) exercise such other powers as may be
necessary or desirable to implement the provisions of this Plan.
2.2 The grant of an Option to an Optionee shall not be
affected or invalidated by reason of the fact that such director
voted to approve the grant of such Option.
2.3 No member of the Board of Directors shall be liable for
any action taken or determination made in good faith and in a
manner reasonably believed to be in the best interests of this
<PAGE> 3
Corporation with respect to the Plan or any Option granted
pursuant thereto. The Board of Directors may indemnify any
person against expenses reasonably incurred or the amount of any
damages, fine, or settlement assessed against or agreed to by
such person, in connection with any action, suit or proceeding
in which such person may be involved in connection with any
Option or this Plan to the same extent that the Board of
Directors may indemnify such person under the By-laws of this
Corporation.
3. Authority to Grant Options.
3.l Subject to the terms and conditions of this Plan, the
Board of Directors may from time to time grant to such Optionees
as it may determine Options upon such terms and conditions as it
may deem appropriate, subject to applicable provisions of this
Plan. The Board of Directors may rely upon the advice of a
Compensation Committee or such other person or persons as they
determine appropriate in making determinations to award Options
hereunder.
3.2 The Board of Directors may authorize the grant of
Options to Optionees by action taken with or without a meeting.
The effective date of the grant of an Option pursuant hereto
<PAGE> 4
shall be the date specified by the Board of Directors in the
Stock Option Agreement, as hereinafter defined.
3.3 The number of shares of Stock subject to an Option
shall in each case be determined by the Board of Directors,
subject to the applicable provisions of this Plan. More than
one Option may be granted to the same Optionee.
3.4 Nothing contained in this Plan or in any resolution
adopted by the Board of Directors or the shareholders of this
Corporation shall constitute the grant of an Option hereunder,
and no Optionee shall be entitled to the grant of an Option
unless action granting an Option to such Optionee shall have
been taken by the Board of Directors and unless the recipient of
an Option shall have executed an agreement in form and substance
satisfactory to the Board of Directors containing terms,
restrictions and conditions imposed upon the exercise of the
Option and the transfer of any Stock pursuant thereto ("Stock
Option Agreement").
4. Stock Subject to the Plan.
4.l Stock to be issued upon the exercise of an Option shall
be made available, in the discretion of the Board of Directors,
from authorized but unissued shares of Stock or from shares of
<PAGE> 5
Stock held in the treasury of this Corporation, however acquired.
4.2 The aggregate number of shares of Stock for which
Options may be granted under the Plan shall be 12,000. If an
Option shall expire, terminate, or be cancelled or surrendered
in whole or in part prior to the exercise thereof, the number of
shares of Stock subject to the unexercised portion of such
Option shall be subject to other Options granted theretofore or
thereafter pursuant to the Plan.
4.3 Appropriate adjustments in the number of shares of
Stock subject to Options previously issued hereunder and in the
number of shares of Stock for which Options have not yet been
granted under this Plan shall be made by the Board of Directors
if at any time after the effective date of this Plan this
Corporation shall increase or decrease the number of outstanding
shares of Stock, whether by stock split, combination, stock
dividend or reclassification, or merger, consolidation,
recapitalization, or reorganization.
4.4 No provision of this Plan, nor any Option granted
pursuant hereto or Stock Option Agreement entered into in
connection therewith shall confer upon any Optionee or any other
person any preemptive right to acquire any stock of this
Corporation.
<PAGE> 6
5. Eligibility.
5.l The Board of Directors may grant Options pursuant
hereto to such Optionees as it may designate from time to time
pursuant to Section 3.l hereof.
5.2 If an Optionee or former Optionee eligible to exercise
an Option granted pursuant to this Plan dies prior to such
exercise, such Option may be exercised to the extent permitted
herein by his estate or a person who acquires the right to
exercise such Option by bequest or inheritance.
5.3 No Option granted pursuant to this Plan may be
transferred by the holder thereof other than by will or the laws
of descent and distribution of the state in which such holder is
domiciled at the time of his death.
6. Terms of Options.
6.l The price at which shares of Stock may be purchased
pursuant to an Option shall be that price established by the
Board of Directors on the date of the grant of such Option (as
determined pursuant to Section 3.2 hereof).
<PAGE> 7
6.2 Each Option granted under this Plan shall expire, and
may not be exercised to any extent, upon the earliest to occur
of the following:
(a) Each Option shall expire ten years after the date of
grant of such Option (as determined pursuant to Section 3.2
hereof), or on such date prior thereto as may be fixed by the
Board of Directors.
(b) Each Option shall expire not later than three months
after termination of the Optionee's service with this
Corporation or any of its Subsidiaries (with or without cause,
voluntary or involuntary) for reasons other than death,
retirement or total and permanent disability, during which
three-month period the Option may be exercised only to the
extent that it was exercisable upon termination. If the
Optionee's service with this Corporation or any of its
Subsidiaries terminates for reasons of death, retirement or
total and permanent disability, then the Option shall expire l2
months after such termination of service, and during that
l2-month period the Option may be exercised only to the extent
it was exercisable upon termination. If an Optionee whose
service terminates for reasons other than death, retirement or
disability dies during the three-month period described above,
such Optionee's Options shall expire one
<PAGE> 8
year from the date of termination of service, during which time
they may be exercised to the extent exercisable on the date of
termination.
7. Exercise of Options.
7.l Each Option granted hereunder shall be exercisable in
such installment or installments as may be determined by the
Board of Directors. The right to purchase shares shall be
cumulative so that when the right to purchase any shares has
accrued such shares or any part thereof may be purchased at any
time thereafter until the expiration or termination of the
Option.
7.2 A person entitled to exercise an Option may, subject to
the terms and conditions of the Stock Option Agreement executed
in connection therewith, exercise such Option from time to time
by delivery to this Corporation at its principal office of
written notice of his or her intention to exercise such Option
setting forth the number of shares with respect to which the
Option is to be exercised and accompanied by (l) payment in full
of the purchase price of the shares to be purchased, (2) payment
in full of all local, state or federal taxes due on account of
the exercise of such Option, and (3) such other documents and
materials as may be required by this Corporation under the terms
<PAGE> 9
of this Plan, the Stock Option Agreement, or otherwise. As
promptly as practicable thereafter, this Corporation shall
deliver to the purchaser certificates for the number of shares
purchased.
7.3 The date of actual receipt by this Corporation of
notice of intention to exercise an Option shall be deemed the
date of exercise of the Option with respect to the shares then
purchased. Delivery of shares purchased shall be deemed
effective when a stock transfer agent shall have deposited
certificates therefor with the United States mail for delivery
to the purchaser at the address specified in the notice of
exercise provided to this Corporation.
7.4 During the life of a holder of an Option issued
pursuant to this Plan, such Option may be exercised only by the
holder, or, if legally incapacitated, his personal
representative.
7.5 No person, estate or other entity shall have any of the
rights of a shareholder of this Corporation with respect to
shares subject to an Option until a certificate or certificates
for such shares shall have been delivered by this Corporation to
such person or entity. Upon delivery of such a certificate to
the purchaser thereof for the number of shares of Stock
purchased, the owner thereof shall have all the rights of a
<PAGE> 10
shareholder of such shares of Stock, including the right to vote
the same and receive dividends thereon, subject, however, to the
terms, conditions and restrictions contained in this Plan and in
the Stock Option Agreement executed in connection with the
Option exercised with respect to such shares.
8. Miscellaneous.
8.l The grant of an Option pursuant hereto to an employee
of this Corporation or any Subsidiary shall not confer upon such
Optionee a right to continued employment, nor shall it limit the
right of this Corporation or any Subsidiary to terminate the
employment of any such Optionee.
8.2 The Board of Directors may modify, amend or terminate
this Plan or any provision thereof at any time and from time to
time. No amendment to this Plan shall alter or impair any Option
previously granted pursuant hereto without the consent of the
holder thereof.
8.3 The effective date of this Plan shall be the date of
adoption by the Board of Directors. No Option may be granted
pursuant hereto subsequent to the date which is ten years after
the date on which the Plan shall be adopted by the Board of
Directors.
<PAGE> 11
8.4 This Plan, and all rights and obligations hereunder,
including matters of construction, validity and performance,
shall be governed by the laws of the Commonwealth of
Massachusetts.
8.5 Notice to this Corporation pursuant to Sections 7.2 or
8.5 hereof or for any other purpose may be given by delivery in
hand or first class mail, postage prepaid, and addressed as
follows:
Beverly National Corporation
240 Cabot Street
Beverly, Massachusetts 01915
Notice to an Optionee to whom an Option shall be granted
hereunder may be given by delivery in hand or first class mail,
postage prepaid, to the address listed by such Optionee in the
Stock Option Agreement executed by such Optionee.
6487O:37
<PAGE>
First Amendment
Dated August 3, 1993
To
1987 Director's Stock Option Plan
The 1987 Incentive Stock Option Plan for Key Employees of
Beverly National Corporation (the "Corporation") is hereby
amended as follows:
1. The plan is hereby amended to increase the number of
Shares of this Corporation's Common Stock ($2.50 par value) for
which Options may be granted under the Plan, by amending the
first sentence of Section 4.2 of the Plan to read in its
entirety as follows: "4.2 The aggregate number of shares of
Stock for which Options may be granted under the Plan shall be
24,000."
2. All other terms and provisions of the Plan shall
continue in full force and effect.
3. This amendment shall not alter or impair the rights of a
holder of any Option granted pursuant to the Plan outstanding on
the effective date of this amendment without the consent of such
holder.
4. This amendment shall be effective on July 20, 1993.
6487O:38
<PAGE>
Second Amendment
Dated March 15, 1994
To
Beverly National Corporation
1987 Director's Plan
The Beverly National Corporation 1987 Directors' Plan,
which was previously amended by amendment dated July 20, 1993,
(the "Plan") is hereby further amended as follows:
1. The Plan is hereby amended to increase the number of
Shares of Beverly National Corporation's Common Stock ($2.50 par
value) for which Options may be granted under the Plan, by
amending the first sentence of Section 4.2 of the Plan to read
in its entirety as follows: "4.2 The aggregate number of
shares of Stock for which Options may be granted under the Plan
shall be 36,000."
2. All other terms and provisions of the Plan shall
continue in full force and effect.
3. This amendment shall not alter or impair the rights of a
holder of any Option granted pursuant to the Plan outstanding on
the effective date of this amendment without the consent of such
holder.
4. This amendment shall be effective on March 15, 1994.
6487O:39
EXHIBIT 5
---------
CRAIG AND MACAULEY FEDERAL RESERVE PLAZA
PROFESSIONAL CORPORATION 600 ATLANTIC AVENUE
COUNSELLORS AT LAW BOSTON, MASSACHUSETTS 02210
TELEPHONE (617) 367-9500
TELECOPIER (617) 742-1788
January 19, 1996
The Beverly National Corporation
240 Cabot Street
Beverly, MA 01915
Dear Sirs:
The Beverly National Corporation, a Massachusetts
corporation ("Corporation"), has filed on or about January 22,
1996, a Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, covering an aggregate of 100,500 shares
of its Common Stock.
We have examined the Articles of Organization of the
Corporation and the By-Laws of the Corporation and have
supervised and are familiar with the corporate proceedings taken
in connection with the authorization and issuance of the shares
of Common Stock which the Registration Statement covers. We
have also made such examination of the laws of the Commonwealth
of Massachusetts as we deemed appropriate to express the
opinions hereinafter set forth.
Based on the foregoing, we are of the opinion that the
Corporation is a corporation duly incorporated and validly
existing under the laws of the Commonwealth of Massachusetts;
and that upon the issuance, sale and delivery of the 100,500
shares of Common Stock to be sold by you as contemplated in the
Registration Statement and the receipt of the consideration
therefor, as stated therein, the said shares will be legally and
validly authorized, issued and delivered and will be fully paid
and non-assessable.
In addition, based on the foregoing, we are of the opinion
that the Corporation's 1987 Incentive Stock Option Plan for Key
Employees, as adjusted, and the 1987 Directors' Stock Option
Plan, as amended and adjusted, are not subject to the
requirements of the Employee Retirement Income Security Act of
1974, as amended.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and the reference to
ourselves in the Prospectus under the caption "Legal Opinion".
CRAIG AND MACAULEY
PROFESSIONAL CORPORATION
By /s/ David Hannon
----------------------
6487O:40
EXHIBIT 23(b)
-------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference of our report
dated January 6, 1995 with respect to the consolidated financial
statements of The Beverly National Corporation and subsidiaries
as of December 31, 1994 and 1993, and for each of the three
years ended December 31, 1994, 1993 and 1992, and such financial
statements, which report and financial statements are
incorporated by reference from The Beverly National
Corporation's annual report on Form 10-K for the fiscal year
ended December 31, 1994, in this Registration Statement on Form
S-8, and in the Prospectus included herein relating to the
registration under the Securities Act of 1933, as amended, of
shares of The Beverly National Corporation's Common Stock, par
value $2.50 per share.
We also consent to the reference to our firm set forth
under the caption "Incorporation by Reference" in the
Registration Statement and Prospectus referred to above.
January 17, 1996 SHATSWELL, MaCLEOD & COMPANY, P.C.
By: /s/ Shatswell, MaCleod & Company, P.C.
-------------------------------
6487O:41
