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, MA 01915
(Address of Principal Executive Offices) (Zip Code)
Beverly National Corporation
1998 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)
(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
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Title of Proposed Proposed
Securities maximum maximum Amount of
To be Amount to be Offering aggregate registration
registered registered price per offering fee
unit (1) Price
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Common Stock, 60,000* shares $32.93 $1,975,800 $521.61
$2.50 par value
* Pursuant to 1998 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
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....................7
Item 6 - Indemnification of Directors and Officers.................8
Item 7 - Exemption from Registration Claimed.......................8
Item 8 - Exhibits..................................................8
Item 9 - Undertakings..............................................8
<PAGE>
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.
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.
3. All other reports filed by the Company or the Plan pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act")
since December 31, 1999.
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 Registration 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 1,674,898 shares of
Common Stock outstanding.
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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 of 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.
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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 Director
--------------------
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
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 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
but less than a majority, or (iii) a majority or more. All shares acquired
within ninety days before of 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 of 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 form 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 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 of 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.
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(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 9a 0 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 Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securites 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 Town of Beverly, Commonwealth of Massachusetts, on June 20,
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 regulations, and
requirements of 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 indicted 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 June 20, 2000
-------------------- Officer and Director
Lawrence M. Smith (Principal Executive Officer)
/s/Peter E. Simonsen Treasurer (Principal June 20, 2000
-------------------- Financial and Accounting Officer)
Peter E. Simonsen
<PAGE>
/s/Lawrence M. Smith Chairman of the Board June 20, 2000
-------------------- and Director
Lawrence M. Smith
/s/Richard H. Booth Director June 20, 2000
-------------------
Richard H. Booth
/s/Neiland J. Douglas,Jr. Director June 20, 2000
-------------------------
Neiland J. Douglas, Jr.
/s/John N. Fisher Director June 20, 2000
-----------------
John N. Fisher
/s/Mark B. Glovsky, Esq. Director June 20, 2000
------------------------
Mark B. Glovsky, Esq.
/s/John L. Good, III Director June 20, 2000
--------------------
John L. Good, III
/s/Alice B. Griffin Director June 20, 2000
-------------------
Alice B. Griffin
/s/Clark R. Smith Director June 20, 2000
Clark R. Smith
/s/Robert W. Luscinski Director June 20, 2000
----------------------
Robert W. Luscinski
/s/James D. Wiltshire Director June 20, 2000
---------------------
James D. Wiltshire
<PAGE>
EXHIBIT INDEX
Number Exhibit
4 Beverly National Corporation 1998 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 (including on signature page hereof)
