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As filed with the Securities and Exchange Commission on
June 12, 1995. Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INDEPENDENT BANK CORP.
(Exact Name of Registrant as Specified in its Charter)
MASSACHUSETTS 04-2870273
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
288 Union Street, Rockland, Massachusetts 02370
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED INDEPENDENT BANK CORP.
1987 INCENTIVE STOCK OPTION PLAN
(Full title of the Plan)
Douglas H. Philipsen
Independent Bank Corp.
288 Union Street
Rockland, Massachusetts 02370
(Name and Address of Agent For Service)
(617) 878-6100
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Lawrence M. Levinson, Esquire
Burns & Levinson
125 Summer Street
Boston, Massachusetts 02110
(617) 345-3000
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<C> <C> <C> <C> <C>
Proposed
Proposed Maximum
Title of Amount Maximum Aggregate Amount of
Securities to to be Offering Price Offering Registration
be Registered Registered Per Share Price Fee
(1) (2) (2)
Common Stock 300,000 $6.5625 $1,968,750 $679
($.01 Par
Value)
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement shall also cover any
additional shares of Common Stock which become issuable under the Amended
and Restated Independent Bank Corp. 1987 Incentive Stock Option Plan as
revised, by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Company's outstanding shares
of Common Stock.
(2) Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
determining the registration fee, based upon the average of the high and low
sales prices, as reported on the National Market System of the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), on
June 9, 1995.
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This document is being filed for the purpose of registering additional
securities subject to the Amended and Restated Independent Bank Corp. 1987
Incentive Stock Option Plan, for which a registration statement has been
previously filed.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the Company hereby
incorporates by reference into this Registration Statement the following
documents:
1. The contents of the Registration Statement on Form S-8, File No.
33-13158, as filed with the Securities and Exchange Commission (the
"Commission") on April 3, 1987.
2. The contents of the prospectus supplement pursuant to Rule 424(c) to
the Registration Statement on Form S-8, File No. 33-13158, as filed with the
Commission on May 14, 1991.
3. The contents of the Registration Statement on Form S-8, File No.
33-50770, as filed with the Commission on August 3, 1992.
4. The contents of the Registration Statement on Form S-8, File No.
33-65114, as filed with the Commission on June 28, 1993.
EXHIBITS
1. Opinion of Burns & Levinson with respect to the legality of the
securities being registered and consent to use of such opinion.
2. Consent of Arthur Andersen LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Rockland, Commonwealth of Massachusetts, on the
11th day of May, 1995.
INDEPENDENT BANK CORP.
By: Douglas H. Philipsen
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
/s/ John F. Spence, Jr. Chairman of the Board May 11, 1995
of Directors, Chief
Executive Officer and
Director (Principal
Executive Officer)
/s/ Douglas H. Philipsen President and Director May 11, 1995
/s/ Richard J. Seaman Treasurer and Chief May 11, 1995
Financial Officer
(Principal Financial
and Accounting Officer)
/s/ Richard S. Anderson Director May 11, 1995
/s/ Donald K. Atkins Director May 11, 1995
/s/ W. Paul Clark Director May 11, 1995
/s/ Robert L. Cushing Director May 11, 1995
/s/ Benjamin A. Gilmore, II Director May 11, 1995
/s/ James T. Jones Director May 11, 1995
/s/ Lawrence M. Levinson Director May 11, 1995
/s/ Richard H. Sgarzi Director May 11, 1995
/s/ Robert J. Spence Director May 11, 1995
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/s/ William J. Spence Director May 11, 1995
Brian S. Tedeschi Director
/s/ Thomas J. Teuten Director May 11, 1995
<PAGE>
June 12, 1995
Independent Bank Corp.
288 Union Street
Rockland, Massachusetts 02370
Re: Registration of 300,000 Shares of Common Stock on Form S-8
Ladies and Gentlemen:
This opinion is being furnished to Independent Bank Corp., a Massachusetts
corporation (the "Company"), in connection with the Company's filing with the
Securities and Exchange Commission of a Registration Statement of Additional
Securities on Form S-8 (the "Registration Statement") under the Securities
Act of 1933, as amended. Specifically, the Company has requested our opinion
concerning the status under Massachusetts law of the 300,000 shares (the
"Shares") of the Company's common stock, $.01 par value ("Common Stock"),
which are being registered on the Registration Statement for issuance by the
Company pursuant to the provisions of the Amended and Restated Independent Bank
Corp. 1987 Incentive Stock Option Plan, as revised, (the "Plan"), as amended
and restated.
We have acted as counsel to the Company in connection with the Registration
Statement. In that connection we have examined and are familiar with (i) the
Restated Articles of Organization of the Company as amended to date, as well
as the By-Laws and minute books of the Company, (ii) the Plan, and (iii) the
pertinent statutes of the Commonwealth of Massachusetts.
In our examination we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as photostatic copies of the authenticity of the
originals of such copies. We have also assumed that: (i) all of the Shares
will be issued for the consideration permitted under the Plan as currently in
effect, and none of such Shares will be issued for less than $.01; (ii) all
actions required to be taken under the Plan by the Board of Directors of the
Company, or any Committee thereof, will be taken; and (iii) at the time of
the exercise of the options under the Plan, the Company shall continue to
have sufficient authorized and unissued shares of Common Stock reserved for
issuance thereunder.
Based upon the subject to the foregoing, we are of the opinion that,
upon issuance pursuant to the provisions of the Plan, each of the Shares will
be duly authorized, validly issued, fully paid and nonassessable.
Our opinion is limited to the laws of the Commonwealth of Massachusetts,
and we express no opinion with respect to the laws of any other jurisdiction.
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Independent Bank Corp.
June 12, 1995
Page 2
This opinion has been furnished to you for use in connection with the
Registration Statement, and may not be relied upon or used by you for any
other purpose or by any other person or entity for any purpose whatsoever.
We hereby consent to the use of this opinion in connection with the
Registration Statement and its being filed as an exhibit therein.
Very truly yours,
BURNS & LEVINSON
By: Susan M. Barnard
SMB/sp
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 24,
1995 included in Independent Bank Corp.'s Form 10-K for the year ended
December 31, 1994 and to all references to our firm included in this
registration statement.
Arthur Andersen LLP
Boston, Massachusetts,
June 12, 1995
