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As filed with the Securities and Exchange Commission on December 21, 1998
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
MASSBANK CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-2930382
(State of Incorporation) (I.R.S. Employer Identification No.)
123 Haven Street
Reading, Massachusetts 01867
(781) 662-0100
(Address, including zip code, and telephone number, including area code, of
Registrant's Principal Executive Offices)
MASSBANK CORP. AMENDED AND RESTATED
1994 STOCK INCENTIVE PLAN
(Full Title of the Plan)
--------------------------
Gerard H. Brandi
Chairman of the Board, President
and Chief Executive Officer
MASSBANK Corp.
123 Haven Street
Reading, Massachusetts 01867
(781) 662-0100
(Name, address, including zip code, and telephone number, including area code,
of Agent for Service)
--------------------------
With a copy to:
Raymond C. Zemlin, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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<S> <C> <C> <C> <C>
Title of Securities Being Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Share(2) Aggregate Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 170,000 $38.75 $6,587,500 $1,832
$1.00 per share
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</TABLE>
(1) Additional shares available for issuance under the MASSBANK Corp.
Amended and Restated 1994 Stock Incentive Plan (the "Stock Incentive
Plan"); plus such indeterminate number of additional shares as may be
required pursuant to the Stock Incentive Plan in the event of a stock
dividend, stock split, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act of 1933, as amended, solely for the purposes of
determining the amount of the registration fee. The registration fee is
based upon the average of the high and low prices for the Registrant's
Common Stock, par value $1.00 per share, as reported on The Nasdaq
National Market on December 17, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Pursuant to General Instruction E of Form S-8, MASSBANK Corp. (the
"Registrant") hereby incorporates by reference the contents of the Registrant's
Registration Statement on Form S-8 (No. 33-82110) as previously filed with the
Securities and Exchange Commission on July 27, 1994. This Registration Statement
is being filed to register an additional 170,000 shares of the Registrant's
Common Stock subject to issuance under the Registrant's Amended and Restated
1994 Stock Incentive Plan.
Item 8. EXHIBITS.
(a) The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
EXHIBIT
--------
*4.1 MASSBANK Corp. Amended and Restated 1994 Stock Incentive Plan.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Powers of Attorney (included on signature pages to this
Registration Statement).
- -------------
* Incorporated by reference to Exhibit 10.1.4 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997.
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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 Reading, Commonwealth of Massachusetts, on this 21st
day of December, 1998.
MASSBANK CORP.
By: /s/ Gerard H. Brandi
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Gerard H. Brandi
Chairman of the Board, President and
Chief Executive Officer
Each person whose signature appears below constitutes and appoints Gerard
H. Brandi and Reginald E. Cormier, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities to sign
any or all amendments or 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 attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his or her substitute, may lawfully 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 below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <C> <C>
/s/ Gerard H. Brandi Chairman of the Board, President, December 21, 1998
- -------------------------------------- Chief Executive Officer and Director
Gerard H. Brandi (Principal Executive Officer)
/s/ Reginald E. Cormier Vice President and Chief December 21, 1998
- -------------------------------------- Financial Officer (Principal
Reginald E. Cormier Financial and Accounting Officer)
/s/ Samuel Altschuler Director December 21, 1998
- --------------------------------------
Samuel Altschuler
/s/ Mathias B. Bedell Director December 21, 1998
- --------------------------------------
Mathias B. Bedell
- -------------------------------------- Director
Allan S. Bufferd
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <C> <C>
- -------------------------------------- Director
Peter W. Carr
/s/ Alexander S. Costello Director December 21, 1998
- --------------------------------------
Alexander S. Costello
/s/ Robert S. Cummings Director December 21, 1998
- --------------------------------------
Robert S. Cummings
- -------------------------------------- Director
Louise A. Hickey
- -------------------------------------- Director
Leonard Lapidus
/s/ Stephen E. Marshall Director December 21, 1998
- --------------------------------------
Stephen E. Marshall
/s/ Arthur W. McPherson Director December 21, 1998
- --------------------------------------
Arthur W. McPherson
/s/ Nancy Pettinelli Director December 21, 1998
- --------------------------------------
Nancy Pettinelli
/s/ Herbert G. Schurian Director December 21, 1998
- --------------------------------------
Herbert G. Schurian
/s/ Donald B. Stackhouse, D.M.D. Director December 21, 1998
- --------------------------------------
Donald B. Stackhouse, D.M.D.
</TABLE>
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- -----------
*4.1 MASSBANK Corp. Amended and Restated 1994 Stock Incentive Plan.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Powers of Attorney (included on the signature pages to this
Registration Statement).
- --------------
* Incorporated by reference to Exhibit 10.1.4 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997.
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EXHIBIT 5.1
December 21, 1998
MASSBANK Corp.
123 Haven Street
Reading, MA 01867
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to MASSBANK Corp., a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the
"Registration Statement") relating to an additional 170,000 shares (the
"Shares") of the Company's common stock, par value $1.00 per share ("Common
Stock"), which the Company may issue pursuant to the Company's Amended and
Restated 1994 Stock Incentive Plan (the "Plan").
As counsel for the Company, we have examined copies of the Plan, the
Company's Restated Certificate of Incorporation and the Company's By-laws, each
as presently in effect, and such records, certificates and other documents of
the Company as we have deemed necessary or appropriate for the purposes of this
opinion.
We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdiction other than the
laws of the United States of America, The Commonwealth of Massachusetts and the
General Corporation Law of the State of Delaware.
Based on the foregoing, we are of the opinion that upon the issuance and
delivery of the Shares against payment therefor in accordance with the terms of
the Plan, the Shares will be legally issued, fully paid and non-assessable
shares of the Company's Common Stock.
The foregoing assumes all requisite steps will be taken to comply with the
requirements of the Act and applicable requirements of state laws regulating the
offer and sale of securities.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
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EXHIBIT 23.2
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
MASSBANK Corp.:
We consent to incorporation by reference in this Registration Statement on Form
S-8 of MASSBANK Corp. of our report dated January 12, 1998, relating to the
consolidated balance sheets of MASSBANK Corp. and its subsidiaries as of
December 31, 1997 and 1996 and the related consolidated statements of income,
changes in stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1997, which report appears in the MASSBANK
Corp. Annual Report on Form 10-K for the year ended December 31, 1997.
/s/ KPMG PEAT MARWICK LLP
Boston, Massachusetts
December 17, 1998
