<PAGE> 1
As filed with the Securities and Exchange Commission on ______, 1996
File No. 33- ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
BOSTON PRIVATE BANCORP, INC
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2976299
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
TEN POST OFFICE SQUARE, BOSTON, MASSACHUSETTS 02109
(Address of Principal Executive Offices)
-----------------------------
BOSTON PRIVATE BANCORP, INC.
DIRECTORS' STOCK OPTION PLAN
OF MARCH 31, 1993
(Full title of the Plan)
------------------------------
TIMOTHY L. VAILL,
BOSTON PRIVATE BANCORP, INC.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TEN POST OFFICE SQUARE, BOSTON, MASSACHUSETTS 02109
(Name and address of agent for service)
(617) 556-1900
(Telephone number, including area code, of agent for service)
Copies to:
WILLIAM P. MAYER, ESQ.
GOODWIN, PROCTER & HOAR
EXCHANGE PLACE
BOSTON, MA 02109
(617) 570-1000
------------------------------
<TABLE>
Calculation of Registration Fee
=============================================================================================
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Per Aggregate Offering Amount of
to be Registered Registered(1) Share(2) Price Registration Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 200,000 $3.875 $775,000 $267.24
$1.00 par value
==============================================================================================
<FN>
(1) Plus such additional number of shares as may be required pursuant to the
option plans in the event of a stock dividend, reverse stock split,
split-up, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act solely for the purpose of determining the amount of the registration
fee and is based upon the market value of outstanding shares of Boston
Private Bancorp, Inc. Common Stock on June 21, 1996, utilizing the average
of the high and low sale prices reported on the NASDAQ SmallCap Market on
that date.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
-----------------------------------------------
Incorporated by reference in this Registration Statement are the following
documents previously filed by the Company with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"):
(a) The Company's latest annual report filed pursuant to Sections 13(a) or
15(d) of the Exchange Act.
(b) All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (a) above.
(c) The description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A dated September 24, 1987,
and any amendment or reports filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder 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 a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Company is a Massachusetts corporation. Reference is made to Chapter
156B, Section 13 of the Massachusetts Business Corporation Law (the "MBCL"),
which enables a corporation in its original articles of organization or an
amendment thereto to eliminate or limit the personal liability of a director for
monetary damages for violations of the director's fiduciary duty, except (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Sections
61 and 62 of the MBCL (providing for liability of directors for authorizing
illegal distributions and for making loans to directors, officers and certain
shareholders) or (iv) for any transaction from which a director derived an
improper personal benefit.
Reference also is made to Chapter 156B, Section 67 of the MBCL, which
provides that a corporation may indemnify directors, officers, employees and
other agents and persons who serve at its request as directors, officers,
employees or other agents of another organization or who serve at its request in
any capacity with respect to any employee benefit plan, to the extent specified
or authorized by the articles of organization, a by-law adopted by the
stockholders or a vote adopted by the holders of a majority of the shares of
stock entitled to vote on the election of directors. Such indemnification may
include payment by the corporation of expenses incurred in
2
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defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification under Section 67 which undertaking may be accepted
without reference to the financial ability of such person to make repayment. Any
such indemnification may be provided although the person to be indemnified is no
longer an officer, director, employee or agent of the corporation or of such
other organization or no longer serves with respect to any such employee benefit
plan. No indemnification shall be provided, however, for any person with respect
to any matter as to which such person shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that such
person's action was in the best interest of the corporation or to the extent
that such matter relates to service with respect to any employee benefit plan,
in the best interests of the participants or beneficiaries of such employee
benefit plan.
The Articles of Organization of the Company provide for indemnification of
the officers and directors of the Company to the full extent permitted by
applicable law.
The Company and its directors and officers currently carry liability
insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not Applicable.
ITEM 8. EXHIBITS.
--------
The exhibits listed in the accompanying Exhibit Index are filed as part of
this Registration Statement.
ITEM 9. UNDERTAKINGS.
------------
(a) The undersigned registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information set forth in the Registration Statement; and
(iii) include any material information on the plan of
distribution additional or changed;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this Item 9 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 Exchange Act that are
incorporated by reference in the registration statement.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered , and the offering of the securities at that
time to be the initial BONA FIDE offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
3
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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 City of Boston, Commonwealth of Massachusetts, on this 19th
day of June, 1996.
BOSTON PRIVATE BANCOPR, INC.
By: /s/ Timothy L. Vaill
---------------------------
Timothy L. Vaill, President
POWER OF ATTORNEY
We, the undersigned officers and Directors of Boston Private Bancorp, Inc.,
hereby severally constitute Charles O. Wood III, Eugene S. Colangelo, and
Timothy L. Vaill, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below and in such other capacities as the undersigned
may from time to time serve in the future, the registration statement filed
herewith and any and all amendments to said registration statement, and
generally to do all such things in our names in our capacities as officers and
Directors to enable Boston Private Bancorp, Inc. to comply with the provisions
of the Securities Act of 1933, 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.
Witness our hands and common seal on the dates set forth below.
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.
/s/ Timothy L. Vaill President, Chief June 19, 1996
- -------------------------- Execuive Officer and
Timothy L. Vaill Director (Principal
Executive Officer)
/s/ Albert R. Rietheimer Chief Financial Officer June 19, 1996
- --------------------------
Albert R. Rietheimer
/s/ Herbert S. Alexander Director June 19, 1996
- --------------------------
Herbert S. Alexander
Director June 19, 1996
- --------------------------
John M. Barry
/s/ Peter C. Bennett Director June 19, 1996
- --------------------------
Peter C. Bennett
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/s/ Eugene S. Colangelo Director June 19, 1996
- --------------------------
Eugene S. Colangelo
/s/ Michael M. Davis Director June 19, 1996
- --------------------------
Michael M. Davis
/s/ Kate S. Flather Director June 19, 1996
- --------------------------
Kate S. Flather
/s/ Lynn Thompson Hoffman Director June 19, 1996
- --------------------------
Lynn Thompson Hoffman
/s/ E. Christopher Palmer Director June 19, 1996
- --------------------------
E. Christopher Palmer
/s/ Robert A. Radloff Director June 19, 1996
- --------------------------
Robert A. Radloff
/s/ Eugene F. Rivers, III Director June 19, 1996
- --------------------------
Eugene F. Rivers, III
Director June 19, 1996
- --------------------------
Allen Sinai
/s/ Charles O. Wood, III Director June 19, 1996
- --------------------------
Charles O. Wood, III
5
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EXHIBIT INDEX
PAGE IN
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED COPY
----------- ----------- -------------
5 Opinion of Goodwin, Procter & Hoar
as to the legality of securities being offered
23.1 Consent of Goodwin, Procter & Hoar
(included in Exhibit 5 of this registration
statement)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included in Part II
of this registration statement)
6
<PAGE> 1
EXHIBIT 5
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
TELEPHONE (617) 570-1000
TELECOPIER (617) 523-1231
June 21, 1996
Boston Private Bancorp, Inc.
Ten Post Office Square
Boston, MA 02109
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
This opinion is delivered in our capacity as special counsel to Boston
Private Bancorp, Inc. (the "Company") in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement") relating to 200,000 Shares of Common Stock, par value $1.00 per
share (the "Registered Shares"). The Registered Shares are to be sold by the
Company pursuant to the Company's Directors' Stock Option Plan of March 31,
1993 (the "Plan").
As special counsel for the Company, we have examined a copy of the
Plan, as amended, the Company's Amended and Restated Articles of Organization
and 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.
Based on the foregoing, we are of the opinion that, when the Registered
Shares are sold and paid for pursuant to the terms of the Plan, the Registered
Shares will be duly authorized, legally issued, fully paid and non-assessable by
the Company under the Massachusetts Business Corporation Law.
We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR L.L.P.
GOODWIN, PROCTER & HOAR L.L.P.
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Exhibit 23.2
ACCOUNTANTS' CONSENT
The Board of Directors
Boston Private Bancorp, Inc.:
We consent to the use of our report dated January 17, 1996 incorporated by
reference in the Registration Statement on Form S-8.
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
June 20, 1996
