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
1996 Incentive Stock Option Plan for Key Employees
(Full title of the plan)
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, MA 02210
Calculation of Registration Fee
- -------------------------------------------------------------------------------
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to registered offering price aggregate registration
be registered per unit(1) offering price fee
- -------------------------------------------------------------------------------
Common Stock, 35,900* Shares $20.30 $ 728,770 $ 220.84
$2.50 par value
* Pursuant to 1996 Incentive Stock Option Plan for Key Employees
(1) Pursuant to Rule 457(h), represents exercise prices of outstanding options.
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TABLE OF CONTENTS
Page
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I. INFORMATION REQUIRED IN THE SECTION 10(a)PROSPECTUS 2
Item 1 - Plan Information 2
Item 2 - Registrant Information and Employee Annual Information 2
II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 3
Item 3 - Incorporation of Documents by Reference 3
Item 4 - Description of Securities 3
Item 5 - Interests of Named Experts and Counsel 6
Item 6 - Indemnification of Directors and Officers 6
Item 7 - Exemption from Registration Claimed 7
Item 8 - Exhibits 7
Item 9 - Undertakings 7
1
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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.
2
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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, Beverly National Corporation ("Company"), are hereby
incorporated by reference in this Registration Statement and made a part
thereof as of their respective filing dates:
1. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996.
2. The Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters March 31, 1995,June 30, 1995 and September 30, 1995.
3. All other reports filed by the Company or the Plan pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange
Act") since December 31, 1996.
4. All documents filed by the Company 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 Company is authorized to issue up to 2,500,000 shares of Common Stock,
$2.50 par value. As of the date hereof, there are 754,482 shares of Common
Stock outstanding.
Dividend Rights
- ---------------
Holders of the Company's Common Stock are entitled to receive such
dividends as are declared by its Board of Directors out of funds legally
available therefor.
The Company's ability to pay dividends to its shareholders is dependent,
among other things, on the Company's financial performance and on the Bank's
ability to pay dividends to the Company.
3
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Voting Rights - Non-Cumulative Voting
- -------------------------------------
Holders of shares of the Company's Common Stock are entitled to one vote
for each share of stock held by them. The shares of Common Stock of the
Company do not have cumulative voting rights. This means that the holders of
more than 50% of the shares of Common Stock of the Company 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.
Preemptive Rights
- -----------------
Holders of the Company'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 Company 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 Company, (5) pursuant to
any prior or subsequent option or right granted by the Company, (6) pursuant to
the exercise, issuance or grant of any option to purchase such shares to a
Director or employee of the Company, (7) in consideration for any property
other than cash, or (8) pursuant to amendment of the Company's Articles of
Organization.
Liquidation Rights
- ------------------
In the event of dissolution of the Company and the liquidation thereof,
the holders of Company Common Stock will be entitled to receive pro rata any
assets distributable to holders of Common Stock in respect of 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 (3) approximately equal classes.
One-third of the Company'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 Company'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 Company's
stock outstanding and entitled to vote.
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Extraordinary Corporate Transactions and Changes in Control
- -----------------------------------------------------------
Under the Company's Articles of Organization, neither the Company 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 Company entitled to vote on the matter not owned by the entity,
other than the Company, 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 Company'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 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 of Organization.
Certain acquisitions of the Company'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 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
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.
5
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Under Chapter 110F, the Company 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 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 Company, 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 Company not owned by the interested
stockholder. The term "interested stockholder" is generally defined to mean
any person other than the Company 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 Company. 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 Company or any majority owned subsidiary of the Company 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 Company or a subsidiary
having a market value equal to 10% or more of either the market value of the
Company's assets or the market value of the Company'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 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, at the request of the Company, 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 Company 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 of the Company 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.
6
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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.
Item 9. Undertakings
------------
A. The undersigned Company 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 Company 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 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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.
7
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C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company
of expenses incurred or paid by a director, officer, or controlling person of
the Company 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 Company 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.
8
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Beverly, Commonwealth of Massachusetts, on
November 24, 1997.
BEVERLY NATIONAL CORPORATION
By:/s/Lawrence M. Smith
-------------------------
President and
Chief Executive Officer
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 Company 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, Chief Executive November 25, 1997
- -------------------- Officer and Director
Lawrence E. Smith (Principal Executive Officer)
/s/Peter E. Simonsen Treasurer (Principal November 25, 1997
- -------------------- Financial and Accounting
Peter E. Simonsen Officer)
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/s/Lawrence M. Smith Chairman of the Board November 25, 1997
- -------------------- and Director
Lawrence M. Smith
/s/Richard M. Booth Director November 25, 1997
- -------------------
Richard H. Booth
/s/ Neiland J. Douglas,Jr. Director November 25, 1997
- --------------------------
Neiland J. Douglas, Jr.
/s/John N. Fisher Director November 25, 1997
- -----------------
John N. Fisher
/s/Mark B. Glovsky, Esq. Director November 25, 1997
- ------------------------
Mark B. Glovsky, Esq.
/s/John L. Good, III Director November 25, 1997
- --------------------
John L. Good, III
/s/Alice B. Griffin Director November 25, 1997
- -------------------
Alice B. Griffin
/s/Clark R. Smith Director November 25, 1997
- -----------------
Clark R. Smith
/s/Barry A. Sullivan Director November 25, 1997
- --------------------
Barry A. Sullivan
/s/James D. Wiltshire Director November 25, 1997
- ---------------------
James D. Wiltshire
10
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EXHIBIT INDEX
Number Exhibit
------- -------
4 Beverly National Corporation 1996 Incentive Stock Option Plan
for Key Employees
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)
11
EXHIBIT 4
---------
BEVERLY NATIONAL CORPORATION
l996 Incentive Stock Option Plan for Key Employees
l. Purpose.
1.1 The purpose of the Beverly National Corporation l996
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 422 of the Code.
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 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.
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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 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").
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 or such other
amount as shall be permitted for options intended to qualify for incentive
stock option treatment. For purposes of this section the fair market value of
Stock subject to Options shall be determined at the time the Options are issued.
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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.
4.2 The aggregate number of shares of Stock for which Options
may be granted under the Plan shall be 35,900. If an Option shall expire,
terminate, or be canceled 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.
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 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.
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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 110% 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.
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 12-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 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.
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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 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
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.
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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 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 April 1, 1996. 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
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.
17
EXHIBIT 5
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November 25, 1997
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 November 25, 1997, a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, covering an
aggregate of 35,900 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 35,900 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 1996 Incentive Stock Option Plan for Key Employees, as 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 F. Hannon
-----------------------
18
EXHIBIT 23(b)
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference of our report dated
January 10, 1997 with respect to the consolidated financial statements of The
Beverly National Corporation and subsidiaries as of December 31, 1996 and 1995,
and for each of the three years ended December 31, 1996, 1995,and 1994, and
such financial statements, which report and financial statements are
incorporated by reference from The Beverly National Corporation's annual report
on Form 10-KSB for the fiscal year ended December 31, 1996, in this
Registration Statement on Form S-8, and in the prospectus dated January 22,
1996, 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 Prospectus referred to above.
SHATSWELL, MacLEOD & COMPANY, P.C.
By: /s/ Shatswell, MacLeod & Company, P.C.
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West Peabody, Massachusetts
November 21, 1997
