As filed with the Securities and Exchange Commission on May 23, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SHAWMUT NATIONAL CORPORATION
______________________________________________________
(Exact name of registrant as specified in its charter)
DELAWARE 06-1212629
_______________________ ____________________________________
(State of incorporation) (I.R.S. Employer Identification No.)
777 Main Street, Hartford, Connecticut 06115
One Federal Street, Boston, Massachusetts 02211
__________________________________________ __________
(Address of principal executive offices) (Zip code)
SHAWMUT NATIONAL CORPORATION
STOCK OPTION PLAN (FORMERLY PEOPLES BANCORP OF
WORCESTER, INC. 1986 STOCK OPTION PLAN)
______________________________________________
(Full title of the plan)
J. Michael Shepherd, Esq., 777 Main Street, Hartford, Connecticut 06115
(203) 728-2000
_________________________________________________________________________
(Name, address and telephone number, including area code,
of agent for service)
Copies to:
William S. Rubenstein, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue, New York, New York 10022
(212) 735-3000
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Registration
to be Registered Offering Price Aggregate Fee (3)
Registered Per Share (2) Offering
Price (3)
___________________________________________________________________________
Common Stock,
par value
$0.01 per
share (1) 119,997 $6.09 $731,182.56 $252.13
shares
___________________________________________________________________________
(1) Includes Preferred Stock Purchase Rights
(2) Proposed Maximum Aggregate
Offering Price divided by the number of shares to be registered.
(3) Determined pursuant to paragraph (h)(1) of Rule 457 under the
Securities Act of 1933, as amended (the "Securities Act"), on the basis
of the prices at which options can be exercised under the option plan.
REGISTRATION STATEMENT
ON
FORM S-8
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated by reference in this Registration Statement
are the following documents filed by the registrant, SHAWMUT
NATIONAL CORPORATION, a Delaware corporation (the
"Registrant"), with the Securities and Exchange Commission
(the "Commission"):
(a) Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993;
(b) Registrant's Quarterly Report on Form 10-Q for
the period ended March 31, 1994;
(c) Registrant's Current Reports on Form 8-K, dated
February 28, 1994, March 3, 1994, March 9, 1994, March
28, 1994, April 29, 1994 and May 13, 1994; and
(d) Registrant's description of its common stock,
par value $0.01 per share (the "Common Stock"), and its
Series A Junior Participating Preferred Stock and
Preferred Stock Purchase Rights contained in Registrant's
Registration Statements on Form 8-A, as filed with the
Commission on November 29, 1988 and March 7, 1989.
All documents subsequently filed by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (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 herein 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 of this Registration
Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any 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.
The legality of the shares of Common Stock being offered
hereby will be passed upon by J. Michael Shepherd, Executive
Vice President, General Counsel and Secretary of Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law
provides that a corporation may indemnify directors and
officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation -- a "derivative action"), if they
acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends
to expenses (including attorneys' fees) incurred in connection
with the defense or settlement of such action, and the statute
requires court approval before there can be any
indemnification where the person seeking indemnification has
been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be
granted by a corporation's charter, by-laws, disinterested
director vote, stockholder vote, agreement or otherwise,
Sections 14-24 of Registrant's By-Laws provide for the
indemnification of its directors and officers as authorized by
Section 145 of the Delaware General Corporation Law.
Article Fifth of Registrant's Restated Certificate of
Incorporation provides that no director of Registrant shall be
personally liable to Registrant or its stockholders for
monetary damages for any breach of his fiduciary duty as a
director except for liability (1) for any breach of the
director's duty of loyalty to Registrant or its stockholders,
(2) for acts or omissions that are not in good faith or
involve intentional misconduct or a knowing violation of the
law, (3) under Section 174 of the Delaware General Corporation
Law or (4) for any transaction from which the director derived
an improper personal benefit.
The directors and officers of Registrant and its
subsidiaries are insured (subject to certain exceptions and
deductions) against liabilities which they may incur in their
capacity as such, including liabilities under the Securities
Act of 1933, under liability insurance policies carried by
Registrant. In addition, Registrant has entered into
indemnification agreements with the directors of Registrant
which provide that Registrant will honor its obligations
pursuant to its By-Laws within 30 days of written demand and
will, under certain circumstances, provide security for its
obligations to indemnify. Section 8(k) of the Federal Deposit
Insurance Act prohibits or limits certain types of
indemnification payments to directors and officers as well as
other employees and individuals who are "institution-
affiliated parties."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
4.1 Shawmut National Corporation's Restated Certificate
of Incorporation, Articles Fourth and Seventh
(incorporated by reference to Exhibit 3.1 to the
Corporation's Registration Statement No. 33-17765
on Form S-4 filed with the Commission on October 7,
1987).
4.2 Shawmut National Corporation's By-Laws
(incorporated by reference to Exhibit 3 to the
Corporation's quarterly Form 10-Q filed with the
Commission on November 12, 1993).
4.3 Shareholder rights plan (incorporated by reference
to Form 8-A Registration Statement dated March 7,
1989, File No. 1-10102).
5 Opinion of counsel regarding the legality of the
securities being registered.
23.1 Consent of counsel to the filing of its opinion as
Exhibit 5 to this Registration Statement is
contained in Exhibit 5.
23.2 Consent of Price Waterhouse, Hartford, Connecticut.
23.3 Consent of Price Waterhouse, Boston, Massachusetts.
23.4 Consent of Ernst & Young, Worcester, Massachusetts.
23.5 Consent of Ernst & Young, Hartford, Connecticut.
23.6 Consent of Wolf & Company, P.C., Boston, Massachusetts.
23.7 Consent of Wolf & Company, P.C., Boston, Massachusetts.
23.8 Consent of Coopers & Lybrand, Hartford, Connecticut.
24 Powers of Attorney (see the signature page to this
Form S-8 Registration Statement)
ITEM 9. UNDERTAKINGS.
(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 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;
(2) 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.
(3) 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act,
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 Hartford, State of Connecticut, on the 23rd day of May, 1994.
SHAWMUT NATIONAL CORPORATION
By /s/ Joel B. Alvord
JOEL B. ALVORD
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
We, the undersigned officers and directors of Shawmut
National Corporation, hereby severally and individually
constitute and appoint Joel B. Alvord, Gunnar S. Overstrom, Jr.,
J. Michael Shepherd, and each of them, the true and lawful
attorneys and agents (with full power of substitution and
resubstitution in each case) of each of us to execute in the
name, place and stead of each of us (individually and in any
capacity stated below) any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary
or advisable in connection therewith and to file the same with
the Securities and Exchange Commission, each of said attorneys
and agents to have power to act with or without the other and to
have full power and authority to do and perform in the name and
on behalf of each of the undersigned every act whatsoever
necessary or advisable to be done in the premises as fully and to
all intents and purposes as any of the undersigned might or could
do in person, and we hereby ratify and confirm our signatures as
they may be signed by our said attorneys and agents and each of
them to any and all such amendment and instruments.
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed below by the
following persons on behalf of the Registrant and in the
capacities indicated on May 23, 1994.
Signature Title
_________ _____
/s/ Joel B. Alvord Chairman, Chief Executive Officer
(JOEL B. ALVORD) and Director
(Principal Executive Officer)
/s/ Gunnar S. Overstrom, Jr. President, Chief Operating
(GUNNAR S. OVERSTROM, JR.) Officer and Director
/s/ Bharat Bhatt Chief Financial Officer
(BHARAT BHATT) (Principal Financial Officer and
Principal Accounting Officer)
/s/ Stillman B. Brown Director
(STILLMAN B. BROWN)
/s/ John T. Collins Director
(JOHN T. COLLINS)
Director
(FERDINAND COLLOREDO-MANSFIELD)
/s/ Bernard M. Fox Director
(BERNARD M. FOX)
/s/ Robert J. Matura Director
(ROBERT J. MATURA)
Director
(LOIS D. RICE)
Director
(MAURICE SEGALL)
Director
(PAUL R. TREGURTHA)
/s/ Wilson Wilde Director
(WILSON WILDE)
LIST OF EXHIBITS
Exhibit No. Description
4.1 Shawmut National Corporation's Restated Certificate of
Incorporation, Articles Fourth and Seventh (incorporated
by reference to Exhibit 3.1 to the Corporation's
Registration Statement No. 33-17765 on Form S-4 filed with
the Commission on October 7, 1987).
4.2 Shawmut National Corporation's By-Laws (incorporated by
reference to Exhibit 3 to the Corporation's quarterly Form
10-Q filed with the Commission on November 12, 1993).
4.3 Shareholder rights plan (incorporated by reference to Form
8-A Registration Statement dated March 7, 1989, File No.
1-10102).
5 Opinion of counsel regarding the legality of the
securities being registered.
23.1 Consent of counsel to the filing of its opinion as Exhibit
5 to this Registration Statement is contained in Exhibit
5.
23.2 Consent of Price Waterhouse, Hartford, Connecticut.
23.3 Consent of Price Waterhouse, Boston, Massachusetts.
23.4 Consent of Ernst & Young, Worcester, Massachusetts.
23.5 Consent of Ernst & Young, Hartford, Connecticut.
23.6 Consent of Wolf & Company, P.C., Boston, Massachusetts.
23.7 Consent of Wolf & Company, P.C., Boston, Massachusetts.
23.8 Consent of Coopers & Lybrand, Hartford, Connecticut.
24. Powers of Attorney (see the signature page to this Form
S-8 Registration Statement).
EXHIBIT 5
May 20, 1994
Board of Directors
Shawmut National Corporation
777 Main Street
Hartford, CT 06115
Re: Registration Statement, Form S-8
Stock Option Plan (Formerly Peoples
Bancorp of Worcester, Inc. 1986 Stock
Option Plan)
Gentlemen:
As Executive Vice President, General Counsel
and Secretary to Shawmut National Corporation
("Corporation"), I am familiar with the Certificate of
Incorporation, by-laws and books and records of the
Corporation, and I am of the opinion that (i) the shares
of common stock, par value $0.01 (the "Shares"), of the
Corporation which are covered by this Registration
Statement filed under the Securities Act of 1933
("Registration Statement"), when issued upon the exercise
of stock options granted under the Corporation's Stock
Option Plan (Formerly Peoples Bancorp of Worcester, Inc.
1986 Stock Option Plan) will be duly authorized, validly
issued, fully paid and nonassessable and (ii) the rights
to purchase units of Series A Junior Participating
Preferred Stock associated with the Shares, when issued
as described in the Registration Statement and in
accordance with the Rights Agreement, dated as of
February 28, 1989, between the Corporation and
Manufacturers Hanover Trust Company, as Rights Agent,
will be duly authorized and validly issued. I hereby
consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ J. Michael Shepherd
J. Michael Shepherd
EXHIBIT 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report
dated January 19, 1994 appearing on page F-3 of Shawmut
National Corporation's Annual Report on Form 10-K for the
year ended December 31, 1993.
/s/ Price Waterhouse
Hartford, Connecticut
May 23, 1994
EXHIBIT 23.3
Consent of Independent Accountants
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of Shawmut
National Corporation of our report dated August 10, 1993
relating to the consolidated financial statements of New
Dartmouth Bank, which appears in the Current Report on
Form 8-K of Shawmut National Corporation dated March 28,
1994.
/s/ Price Waterhouse
Boston, Massachusetts
May 23, 1994
EXHIBIT 23.4
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the
Shawmut National Corporation Stock Option Plan (formerly
the Peoples Bancorp of Worcester, Inc. 1986 Stock Option
Plan) of our report dated January 20, 1994, with respect
to the consolidated financial statements of Peoples
Bancorp of Worcester, Inc. included in the Current Report
on Form 8-K of Shawmut National Corporation dated March
28, 1994.
/s/ Ernst & Young
Worcester, Massachusetts
May 20, 1994
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) of Shawmut National
Corporation pertaining to the Shawmut National
Corporation Stock Option Plan of our report dated
February 11, 1993, except for Note B, as to which the
date is March 22, 1994, with respect to the consolidated
financial statements of Gateway Financial Corporation at
December 31, 1992 and for each of the two years in the
period ended December 31, 1992, included in the Current
Report on Form 8-K of Shawmut National Corporation dated
March 28, 1994.
/s/ Ernst & Young
Hartford, Connecticut
May 19, 1994
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in
the Registration Statement (Form S-8) of Shawmut National
Corporation of our independent auditors' report dated
January 24, 1994, except for Note 16, as to which the
date is March 7, 1994, with respect to the consolidated
financial statements of West Newton Savings Bank,
included in the Current Report on Form 8-K of Shawmut
National Corporation dated March 28, 1994.
/s/ WOLF & COMPANY, P.C.
Boston, Massachusetts
May 23, 1994
EXHIBIT 23.7
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in
the Registration Statement (Form S-8) of Shawmut National
Corporation of our independent auditors' report dated
January 21, 1994, except for Note 17, as to which the
date is March 2, 1994, with respect to the consolidated
financial statements of Cohasset Savings Bank, included
in the Current Report on Form 8-K of Shawmut National
Corporation dated March 28, 1994.
/s/ WOLF & COMPANY, P.C.
Boston, Massachusetts
May 23, 1994
EXHIBIT 23.8
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) of Shawmut National
Corporation pertaining to the merger with People's
Bancorp of Worcester, Inc. of our report dated
January 27, 1994 on our audit of the consolidated
financial statements of Gateway Financial Corporation as
of and for the year ended December 31, 1993 which report
is included in the Current Report on Form 8-K of Shawmut
National Corporation dated March 28, 1994.
/s/ Coopers & Lybrand
Hartford, Connecticut
May 19, 1994
