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 (I.R.S. Employer
of incorporation or organization) Identification No.)
240 Cabot Street, Beverly, Massachusetts 01915
(Address of Principal Executive Offices) (Zip Code)
Beverly National Corporation
1998 Directors' Plan
(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)
(978) 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 Proposed Amount of
securities registered maximum maximum registration
to be offering price aggregate fee
registered per unit (1) offering
price
------------------------------------------------------------------------
Common 30,000* $14.07 $422,100 $111.43
Stock, $2.50 shares
par value
* Pursuant to 1998 Directors' Plan
(1) Pursuant to Rule 457(h), represents the exercise price of
outstanding options
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TABLE OF CONTENTS
Page
I. INFORMATION REQUIRED IN THE SECTION 10(a)PROSPECTUS 3
Item 1 Plan Information 3
Item 2 Registrant Information and Employee Annual
Information 3
II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 4
Item 3 Incorporation of Documents by Reference 4
Item 4 Description of Securities 4
Item 5 Interests of Named Experts and Counsel 6
Item 6 Indemnification of Directors and Officers 7
Item 7 Exemption from Registration Claimed 7
Item 8 Exhibits 7
Item 9 Undertakings 8
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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.
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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, 1999.
2. The Company's Quarterly Reports on Form 10-QSB for the
fiscal quarters March 31, 1999, June 30, 1999 and September 30,
1999, March 31, 2000.
23. 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, 1999.
34. 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 ProspectusRegistration Statement
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
1,628,874 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.
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.
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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.
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.
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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.
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.
<PAGE>
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.
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.
<PAGE>
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.
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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.
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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 City
of Beverly, Commonwealth of Massachusetts, on July 18,
2000.
BEVERLY NATIONAL CORPORATION
By:/s/ Lawrence M. Smith
-------------------
President and Chief
Executive Officer
<PAGE>
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
President, Chief
/s/ Lawrence M. Smith Executive Officer and July 18,2000
Lawrence M. Smith Director
(Principal Executive
Officer)
/s/ Peter E. Simonsen Treasurer (Principal July 18,2000
Peter E. Simonsen Financial and
Accounting Officer)
/s/ Lawrence M. Smith Chairman of the Board July 18,2000
Lawrence M. Smith and Director
<PAGE>
/s/ Richard H. Booth Director July 18,2000
Richard H. Booth
Director July 18,2000
Neiland J. Douglas, Jr.
/s/ John N. Fisher Director July 18,2000
John N. Fisher
/s/ Mark B. Glovsky, Esq. Director July 18,2000
Mark B. Glovsky, Esq.
/s/ John L. Good, III Director July 18,2000
John L. Good, III
/s/ Alice B. Griffin Director July 18,2000
Alice B. Griffin
/s/ Clark R. Smith Director July 18,2000
Clark R. Smith
/s/ Robert W. Luscinski Director July 18,2000
Robert W. Luscinski
/s/ James D. Wiltshire Director July 18,2000
James D. Wiltshire
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EXHIBIT INDEX
Number Exhibit
4 Beverly National Corporation 1998 Directors'
Plan
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)