As filed with the Securities and Exchange Commission on
May 15, 1997. Registration No. __________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
INDEPENDENT BANK CORP.
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(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 04-2870273
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(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
288 Union Street, Rockland, Massachusetts 02370
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(Address of Principal Executive Offices) (Zip Code)
INDEPENDENT BANK CORP. 1997 EMPLOYEE
STOCK OPTION PLAN
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(Full Title of the Plan)
Douglas H. Philipsen
Independent Bank Corp.
288 Union Street
Rockland, MA 02370
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(Name and Address of Agent For Service)
(617) 878-6100
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(Telephone Number, Including Area Code, of Agent For Service)
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Copy to:
Lawrence M. Levinson, Esq.
Burns & Levinson LLP
125 Summer Street
Boston, Massachusetts 02110
(617) 345-3000
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CALCULATION OF THE REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share (2) Price (2) Fee
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Common Stock 500,000 $10-9/16 $5,281,250 $1600.
($.01 par
value)
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(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
Independent Bank Corp. 1997 Employee Stock Option Plan 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
May 12, 1997.
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Explanatory Note
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In accordance with the Instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission (the "Commission"), the
information specified by Part I of Form S-8 has been omitted from this
Registration Statement on Form S-8 for offers of Common Stock of Independent
Bank Corp. (the "Company") pursuant to the Independent Bank Corp. 1997 Employee
Stock Option Plan (the "Plan").
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Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
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The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The description of the Common Stock included in the Registrant's
Registration Statement on Form 8-A filed with the Commission on January 21,
1986.
(c) The amended description of the Common Stock included in the
Registrant's amendment on Form 8 to its Registration Statement on Form 8-A filed
with the Commission on May 20, 1991.
All reports and other documents subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-effective
amendment which indicates that all securities covered by this Registration
Statement have been sold or which deregisters all securities then remaining
unsold, shall be determined to be incorporated by reference in the Registration
Statement and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Lawrence M. Levinson, a partner in Burns & Levinson LLP, counsel to the
Registrant, is a director of the Registrant and, as of May 1, 1997, was the
beneficial owner of 484,239 shares of Common Stock of the Registrant, and
non-qualified stock options to purchase 6,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
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Incorporated herein by reference from the Registrant's Registration
Statement on Form S-4 (Registration No. 33-00229), as amended.
Item 7. Exemption from Registration Claimed.
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Not applicable.
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Item 8. Exhibits.
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Exhibit No. Description
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4.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to the
Registrant's Report on Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference).
4.2 Form of Rights Certificate (filed as Exhibit B to Exhibit 1 to the
Registrant's Registration Statement on Form 8-A, filed with the
Commission on May 7, 1991 and incorporated herein by reference).
4.3 Restated Articles of Organization of the Registrant (filed as Exhibit
3(i) to the Registrant's Report on Form 10-K for the year ended December
31, 1993, and incorporated herein by reference).
4.4 By-laws, as amended to date, of the Registrant (filed as Exhibit 3(ii)
to the Registrant's Report on Form 10-K for the year ended December 31,
1990, and incorporated herein by reference).
5. Opinion of Burns & Levinson LLP with respect to the original issuance of
securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Burns & Levinson LLP (included in Exhibit 5).
24. Power of Attorney to file future amendments (included in Part II of the
Registration Statement).
99. Independent Bank Corp. 1997 Employee Stock Option Plan (filed as an
exhibit to the Registrant's Definitive Proxy Statement for the 1997
Annual Meeting of Stockholders, and incorporated herein by reference).
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement.
(2) To include any material information with respect to the plan of
distribution not previously disclosed in the
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Registration Statement or any material change to such information in the
Registration Statement.
(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(4) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant 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
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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
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The Registrant. 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
April 24, 1997.
INDEPENDENT BANK CORP.
By:/s/John F. Spence, Jr.
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John F. Spence, Jr.,
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Douglas H. Philipsen and Richard J. Seaman, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution in each of them, for him and in his name,
place and stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
authority to do and perform each and ever act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
/s/ Richard S. Anderson Date: April 24, 1997
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Richard S. Anderson
Director
/s/ Donald K. Atkins Date: April 24, 1997
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Donald K. Atkins
Director
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/s/ W. Paul Clark Date: April 24, 1997
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W. Paul Clark
Director
- ---------------------------- Date: _______, 1997
Robert L. Cushing
Director
- ---------------------------- Date: ________, 1997
Benjamin A. Gilmore, II
Director
/s/ Lawrence M. Levinson Date: April 24, 1997
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Lawrence M. Levinson
Director
/s/ Douglas H. Philipsen Date: April 24, 1997
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Douglas H. Philipsen
Director and President
/s/ Richard H. Sgarzi Date: April 24, 1997
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Richard H. Sgarzi
Director
/s/ John F. Spence, Jr. Date: April 24, 1997
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John F. Spence, Jr.
Chairman of the Board and
Director
/s/ Robert J. Spence Date: April 24, 1997
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Robert J. Spence
Director
/s/ William J. Spence Date: April 24, 1997
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William J. Spence
Director
/s/ Brian S. Tedeschi Date: April 24, 1997
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Brian S. Tedeschi
Director
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/s/ Thomas J. Teuten Date: April 24, 1997
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Thomas J. Teuten
Director
/s/ Richard J. Seaman Date: April 24, 1997
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Richard J. Seaman
Chief Financial Officer and Treasurer
(principal financial and accounting
officer)
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Independent Bank Corp.
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Index to Exhibits Filed with
Form S-8 Registration Statement
<TABLE>
<CAPTION>
Exhibit Page
No. Description No.
- --- ----------- ---
<S> <C> <C>
4.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to the
Registrant's report on Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference).
4.2 Form of Rights Certificate (filed as Exhibit B to Exhibit 1 to the
Registration Statement on Form 8-A, filed with the Commission on May 7,
1991 and incorporated herein by reference).
4.3 Restated Articles of Organization of the Registrant (filed as Exhibit
3(i) to the Registrant's Report on Form 10-K for the year ended December
31, 1993, and incorporated herein by reference).
4.4 By-laws, as amended to date, of the Registrant (filed as Exhibit 3(ii)
to the Registrant's Report on Form 10-K for the year ended December 31,
1990, and incorporated herein by reference).
5. Opinion of Burns & Levinson LLP with respect to the original issuance of
securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Burns & Levinson LLP (included in Exhibit 5).
24. Power of Attorney to file future amendments (included in Part II of the
Registration Statement).
99. Independent Bank Corp. 1997 Employee Stock Option Plan (filed as an
exhibit to the Registrant's Definitive Proxy Statement for the 1997
Annual Meeting of Stockholders, and incorporated herein by reference).
</TABLE>
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EXHIBIT 5
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Burns & Levinson LLP
May 15, 1997
Independent Bank Corp.
288 Union Street
Rockland, MA 02370
Gentlemen:
This opinion is furnished to you in connection with the filing by
Independent Bank Corp., a Massachusetts corporation (the "Company"), with the
Securities and Exchange Commission of the Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended. You
have requested our opinion concerning the status under Massachusetts law of the
500,000 shares (the "Shares") of the Company's common stock, par value $.01 per
share ("Common Stock"), which are being registered under the Registration
Statement for issuance by the Company pursuant to the terms of the Independent
Bank Corp. 1997 Employee Stock Option Plan.
We have acted as counsel to the Company in connection with the
Registration Statement. In that connection we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of:
1. The Restated Articles of Organization of the Company as
presently in effect;
2. The By-Laws of the Company as presently in effect;
3. Certain resolutions adopted by the Company's Board of
Directors and Stockholders; and
4. Independent Bank Corp. 1997 Employee Stock Option Plan (the
"Plan").
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 a originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and 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
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under the Plan by the Plan Committee and the Board of Directors of the Company
will be taken by the Plan Committee and the Board of Directors of the Company
respectively; 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 and subject to the foregoing, we are of the opinion that,
upon the issuance of the Shares under the Plan as provided therein, each such
Share 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.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we consent thereto.
Very truly yours,
/s/ Burns & Levinson LLP
Burns & Levinson LLP
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Exhibit 23.1
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ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement, filed on Form S-8 for
the IBC 1997 Stock Option Plan, of our reports dated January 21, 1997 included
in Independent Bank Corp.'s Form 10-K for the year ended December 31, 1996 and
to all references to our firm included in this registration statement.
Boston, Massachusetts /s/ Arthur Andersen LLP
May 9, 1997 ARTHUR ANDERSEN LLP
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