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Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Abington Bancorp, Inc.
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(Exact name of issuer as specified in its charter)
Massachusetts 04-3334127
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
538 Bedford Street, Abington Massachusetts 02351
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(Address of principal executive offices) (Zip Code)
ABINGTON BANCORP, INC.
1997 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
James P. McDonough
President and Chief Executive Officer
Abington Bancorp, Inc.
538 Bedford Street
Abington, Massachusetts 02351
(617) 982-3200
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(Name and address, including zip code, and
telephone number, including area code, of agent for service)
WITH A COPY TO:
Carol Hempfling Pratt, Esquire
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee(1)
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<S> <C> <C> <C> <C>
Common Stock 150,000 $31.00 $4,650,000 $1,410
(par value $.10) shares
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and (h), upon the basis of the average of the high
and low prices of the common stock of the Registrant on August 27, 1997, as
reported on the Nasdaq Stock Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement.
(a) Abington Bancorp, Inc.'s (the "Company's") Annual Report on Form
10-K for the fiscal year ended December 31, 1996 filed with the Securities and
Exchange Commission (the "Commission") on March 31, 1997.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, and June 30, 1997 filed with the Commission on May 14, 1997 and
August 13, 1997, respectively, and the Company's Current Report on Form 8-K
filed with the Commission on February 7, 1997.
(c) The description of the Company's Common Stock contained in the
Company's Form 8-A filed with the Commission on December 31, 1996, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 6 of the By-Laws of the Company provides that Directors and
officers of the Company shall be indemnified by the Company against all expenses
incurred in connection with any proceedings as a result of serving or having
served as an officer or employee of the Company, as a director, officer, or
employee of any of its wholly-owned subsidiaries, or serving or having served in
any capacity with respect to any other corporation, organization, partnership,
joint venture, trust, employee benefit plan or other entity at the request or
direction of the Company. The By-laws of the Company provide that such
indemnification shall not be provided if it is determined that the action giving
rise to the liability was not taken in good faith in the reasonable belief that
the action was in the best interests of the Company. The Company also has a
policy of Directors' and officers' liability insurance to indemnify its
Directors and officers against certain liabilities incurred in their capacities
as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1 Articles of Organization of Abington Bancorp, Inc., incorporated herein
by reference to Exhibit 3 to the Company's Form 8-A filed with the
Commission on December 31, 1996.
3.2 By-laws of Abington Bancorp, Inc., incorporated herein by reference to
Exhibit 4 to the Company's Form 8-A filed with the Commission on
December 31, 1996.
4.1 Instruments defining the rights of security holders. See Exhibits 3.1
and 3.2.
5.1 Opinion of Foley, Hoag & Eliot LLP
23.1 Consent of Arthur Anderson LLP
23.2 Consent of Foley, Hoag & Eliot LLP (included on Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
ITEM 9. UNDERTAKINGS.
1. 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
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new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
2. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs 2(a)(i) and 2(a)(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 Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference herein.
(b) 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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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.
3. 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
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 Abington, Massachusetts, on August 28, 1997.
ABINGTON BANCORP, INC.
By: /s/ James P. McDonough
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James P. McDonough
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints James P. McDonough and Robert M. Lallo and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, 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 all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or either of them, may deem necessary or advisable to be done in
connection with this Registration Statement, 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 any substitute or
substitutes for either or both of them, 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ James P McDonough President, Chief August 28, 1997
- ------------------------- Executive Officer
James P. McDonough and Director
/s/ Robert M. Lallo Treasurer August 28, 1997
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Robert M. Lallo Officer)
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/s/ Robert J. Armstrong Director August 28, 1997
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Robert J. Armstrong
/s/ Bruce G. Atwood Director August 28, 1997
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Bruce G. Atwood
/s/ William F. Borhek Director August 28, 1997
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William F. Borhek
/s/ Ralph B. Carver Director August 28, 1997
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Ralph B. Carver, Jr.
/s/ Joel S. Geller Director August 28, 1997
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Joel S. Geller
/s/ Rodney D. Henrikson Director August 28, 1997
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Rodney D. Henrikson
/s/ A. Stanley L. Littlefield Director August 28, 1997
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A. Stanley Littlefield
/s/ Jay Timothy Noonan Director August 28, 1997
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Jay Timothy Noonan
/s/ Gordon N. Sanderson Director August 28, 1997
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Gordon N. Sanderson
Director August __, 1997
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James J. Slattery
/s/ Wayne P. Smith Director August 28, 1997
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Wayne P. Smith
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EXHIBIT INDEX
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Exhibit
No. Description
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3.1 Articles of Organization of Abington Bancorp, Inc., incorporated
herein by reference to Exhibit 3 to the Registration Statement on
Form 8-A of the Company filed with the Commission on December 31,
1996.
3.2 By-laws of Abington Bancorp, Inc., incorporated herein by
reference to Exhibit 4 to the Registration Statement on Form 8-A
of the Company filed with the Commission on December 31, 1996.
4.1 Instruments defining the rights of security holders. See Exhibits
3.1 and 3.2.
5.1 Opinion of Foley, Hoag & Eliot LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Foley, Hoag & Eliot LLP (included on Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
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Exhibit 5.1
[FOLEY, HOAG & ELIOT LLP LETTERHEAD]
September 2, 1997
Abington Bancorp, Inc.
538 Bedford Street
P.O. Box 2006
Abington, Massachusetts 02351
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the "S-8
Registration Statement") filed today by Abington Bancorp, Inc., a Massachusetts
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended. The S-8 Registration Statement relates
to the proposed offering by the Company of 150,000 shares (the "Shares") of its
Common Stock, $.10 par value per share ("Common Stock"), issuable pursuant to
the Company's 1997 Incentive and Nonqualified Stock Option Plan (the "Stock
Option Plan").
In arriving at the opinion expressed below, we have examined and relied on
the following documents:
(1) The Articles of Organization and By-Laws of the Company, each as
amended as of the date hereof;
(2) The records of meetings of the Board of Directors and stockholders of
the Company provided to us by the Company; and
(3) The Stock Option Plan.
In addition, we have examined and relied on the originals or copies certified or
otherwise identified to our satisfaction of all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinion expressed below.
Based upon the foregoing, it is our opinion that:
1. The Company has corporate power adequate for the issuance of the
Shares in
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Abington Bancorp, Inc.
September 2, 1997
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accordance with the S-8 Registration Statement. The Company has taken all
necessary corporate action required to authorize the issuance and sale of the
Shares. When certificates for the Shares have been duly executed and
counter-signed, and delivered against due receipt of the exercise price for the
Shares as described in the options relating thereto and the Stock Option Plan,
the Shares will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the S-8
Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /s/ Carol Hempfling Pratt
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A Partner
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Abington Bancorp, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 17, 1997
(and, with respect to certain other information, January 31, 1997) included in
Abington Bancorp, Inc.'s Annual Report on Form 10-K for the year ended December
31, 1996, and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
September 2, 1997
