<PAGE>
As filed with the Securities and Exchange Commission
on April 12, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Eastern Bancorp, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 03-0304472
- ------------------------------ --------------------------------
(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF INCORPORATION) IDENTIFICATION NO.)
537 Central Avenue
Dover, New Hampshire 03820
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1987 STOCK OPTION PLAN
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(FULL TITLE OF THE PLAN)
Edward Young, Esq.
Hale and Dorr
60 State Street
Boston, Massachusetts 02109
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(617) 526-6000
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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| | PROPOSED | PROPOSED |
| | MAXIMUM | MAXIMUM | AMOUNT
TITLE | | OFFERING | AGGREGATE | OF REGI-
OF SECURITIES | AMOUNT TO BE | PRICE PER | OFFERING | STRATION
TO BE REGISTERED | REGISTERED | SHARE(1) | PRICE(1) | FEE(1)
- --------------------------------------------------------------------------------
| | | |
Common Stock, | 80,000 | $24.13 | $1,930,400 | $666.00
$.01 par value | shares | | |
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on the average of the reported high and
low sale prices of the Registrant's Common Stock on the Nasdaq National
Market System on April 9, 1996.
Page 1 of 8 Pages
Exhibit Index Appears on Page 6
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STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 (the "Registration Statement")
incorporates by reference the contents of the Registration Statement on
Form S-8, File No. 33-19280, filed by Eastern Bancorp, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission on
December 24, 1987, relating to the Company's 1987 Stock Option Plan.
- 2 -
<PAGE>
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 this Registration Statement 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 Dover, State of New
Hampshire, on this 29th day of March, 1996.
EASTERN BANCORP, INC.
By: /s/ John A. Cobb
------------------------
John A. Cobb, CPA
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Eastern Bancorp, Inc., hereby
severally constitute and appoint John A. Cobb, Janine K. Pinel and Edward Young,
and each of them singly, our true and lawful attorneys with full power to any of
them, and to each of them singly, to sign for us and in our names, in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments to said Registration Statement and generally
to do all such things in our names and behalf in our capacities as officers and
directors to enable Eastern Bancorp, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ John A. Cobb Director, President ) March 29, 1996
- ------------------------- and Chief Executive )
John A. Cobb, CPA Officer (Principal )
Executive Officer) )
)
)
)
/s/ Janine K. Pinel Chief Financial ) March 29, 1996
- ------------------------- Officer )
Janine K. Pinel, CPA (Principal Financial )
and Accounting )
Officer) )
)
)
)
/s/ W. Stevens Sheppard Chairman of the ) March 29, 1996
- ------------------------- Board )
W. Stevens Sheppard )
)
)
/s/ John K. Dwight Director ) March 29, 1996
- ------------------------- )
John K. Dwight )
)
)
/s/ Michael D. Flynn Director ) March 29, 1996
- ------------------------- )
Michael D. Flynn, CPA )
)
)
/s/ E. David Humphrey Director ) March 29, 1996
- ------------------------- )
E. David Humphrey )
)
- 4 -
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Mary Alice McKenzie Director ) March 29, 1996
- ------------------------- )
Mary Alice McKenzie )
)
/s/ Garry T. Melia Director ) March 29, 1996
- ------------------------- )
Garry T. Melia )
)
/s/ Ernest A. Pomerleau Director ) March 29, 1996
- ------------------------- )
Ernest A. Pomerleau )
)
/s/ James S. Sutton Director ) March 29, 1996
- ------------------------- )
James S. Sutton )
)
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Page
- ------- ------- ----
3.1 Restated Certificate of Incorporation of the --
Company as amended - filed as Exhibit 3(a) to
the Company's Annual Report on form 10-K for
the fiscal year ended September 30, 1995 and
incorporated herein by reference.
3.2 Amended and Restated By-laws of the Company, as --
amended - filed as Exhibit 3(b) to the Company's
Annual Report of Form 10-K for the fiscal year
ended September 30, 1992 and incorporated herein by
reference.
4.1 Specimen certificate representing the Common --
Stock of the Company - filed as Exhibit 4.1
to the Registration Statement of Form S-4, SEC
File No. 33-5502 and incorporated herein by
reference.
5.1 Opinion of Hale and Dorr. 7
23.1 Consent of Hale and Dorr (included in --
Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP 8
25 Power of Attorney (included in the signature --
pages of this Registration Statement).
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<PAGE>
EXHIBIT 5.1
HALE AND DORR
60 STATE STREET
BOSTON, MA 02109
April 12, 1996
Eastern Bancorp, Inc.
537 Central Avenue
Dover, MA 03820
Re: 1987 STOCK OPTION PLAN
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 80,000 shares of Common Stock, $.01 par value per share
(the "Shares"), of Eastern Bancorp, Inc., a Delaware corporation (the
"Company"), issuable under the Company's 1987 Stock Option Plan (the "Plan").
We have examined the Restated Certificate of Incorporation of the Company
and the By-Laws of the Company, each as amended to date, and originals, or
copies certified to our satisfaction, of all pertinent records of the meetings
of the directors and stockholders of the Company, the Registration Statement and
such other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
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 latter documents.
Based on the foregoing, we are of the opinion that the Company has duly
authorized for issuance the shares of its Common Stock covered by the
Registration Statement to be issued under the Plan, as described in the
Registration Statement, and such shares, when issued in accordance with the
terms of the Plan, will be legally issued, fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Hale and Dorr
HALE AND DORR
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Eastern Bancorp, Inc.
We consent to the use of our report dated November 9, 1995, incorporated herein
by reference. Our report refers to changes in the methods of accounting for
income taxes, investment securities, and mortgage servicing rights.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Boston, Massachusetts
April 11, 1996
