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Registration No. 333-_____
Filed December 9, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Peoples Heritage Financial Group, Inc.
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(Exact Name of Registrant as specified in its Articles of Incorporation)
Maine 01-0437984
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(State of incorporation) (IRS Employer Identification No.)
P.O. Box 9540
One Portland Square
Portland, Maine 04112-9540
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(Address of principal executive offices, including zip code)
Options Granted by Family Bancorp under its 1986 Incentive and Nonqualified
Stock Option Plan, its 1986 Nonemployees Nonqualified Stock Option Plan and its
1995 Incentive and Nonqualified Stock Option Plan and Converted into Options of
the Registrant.
Non-Plan Options Granted by Family Bancorp and Converted into Options of
the Registrant
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(Full Titles of the Plans)
William J. Ryan Copies to:
Chairman, President and Gerard L. Hawkins, Esq.
Chief Executive Officer Elias, Matz, Tiernan & Herrick L.L.P.
Peoples Heritage Financial Group, Inc. 734 15th Street, N.W.
P.O. Box 9540 Washington, D.C. 20005
One Portland Square (202) 347-0300
Portland, Maine 04112-9540
(207) 761-8500
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(Name, address and telephone number of
agent for service)
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration Fee
Registered Registered(1) Per Share(3) Offering Price(3)
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<S> <C> <C> <C> <C>
Common Stock,
par value $.01 91,665(2) $7.343 $673,096 $203.97
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<FN>
(1) Together with an indeterminate number of additional shares which may be necessary to
adjust the number of shares of common stock, par value $.01 per share ("Common Stock"), of
Peoples Heritage Financial Group, Inc. (the "Company" or "Registrant") registered hereby as a
result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock
of the Company.
(2) Represents the number of shares of Common Stock of the Company reserved for issuance as a
result of the conversion of options to purchase common stock of Family Bancorp into options
to purchase Common Stock of the Company pursuant to an Agreement and Plan of Merger,
dated as of May 30, 1996, among the Company, Peoples Heritage Merger Corp. and Family
Bancorp.
(3) Estimated solely for the purpose of calculating the registration fee, which has been
calculated pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended
("Securities Act"). The Proposed Maximum Offering Price Per Share is equal to the weighted
average exercise price for the options, as converted, to purchase shares of Common Stock of
the Company.
</TABLE>
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This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. ss. 230.462.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(b) All reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
since the end of the fiscal year covered by the Form 10-K referred to in
clause (a) above.
(c) The description of the Common Stock of the Company contained in
the Company's Registration Statement on Form 8-B filed with the Commission
on May 20, 1988.
(d) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and 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.
Any statement contained in this Registration Statement, or 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 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 since the Company's Common Stock is registered under Section
12 of the Exchange Act.
ITEM. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 719 of the MBCA sets forth certain circumstances under which
directors, officers, employees and agents may be indemnified against liability
which they may incur in their capacity as such. Indemnification may be provided
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred; provided that no indemnification
may be provided with respect to any matter where such person shall have been
finally adjudicated (i) not to have acted honestly or in the reasonable belief
that such action was in or not opposed to the best interests of the corporation
or its shareholders, or (ii) with respect to any criminal action, to have had
reasonable cause to believe such conduct was unlawful. A corporation may not
indemnify a person with respect to any action or matter by or in the right of
the corporation as to which that person is finally adjudicated to be liable to
the corporation unless the court in which the action was brought determines
that, in view of all the circumstances, that person is fairly and reasonably
entitled to indemnity for such amounts as the court deems reasonable. To the
extent such person has been successful on the merits or otherwise in defense of
such action, that person shall be entitled to indemnification. Any
indemnification, unless ordered by a court or required in the corporation's
bylaws, shall be made only as authorized in the specific case upon a
determination by the board of directors that indemnification is proper in the
circumstances and in the best interests of the corporation. Expenses incurred in
defending an action may be paid by the corporation in advance of the final
disposition of that action upon a determination made that the person seeking
indemnification satisfied the standard of conduct required for indemnification
and receipt by the corporation of a written undertaking by or on behalf of such
person to repay that amount if that person is finally adjudicated to not have
met such standard or not be entitled to such indemnification. In addition,
Section 719 of the MBCA provides that a corporation may purchase and maintain
insurance on behalf of directors, officers, employees and agents against
liability whether or not the corporation would have the power to indemnify such
person against liability under such section. See Title 13-A Maine Revised
Statutes Annotated ss.719.
Article VI of the Bylaws of the Company provides that the directors,
officers, employees and agents of the Company shall be indemnified to the full
extent permitted by the MBCA. Such indemnity shall extend to expenses, including
attorney's fees, judgments, fines and amounts paid in the settlement,
prosecution or defense of the foregoing actions. Directors and officers also may
be indemnified pursuant to the terms of various employee benefit plans of the
Company. In addition, the Company carries a liability insurance policy for its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable since no restricted securities will be reoffered or resold
pursuant to this Registration Statement.
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ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):
No. Exhibit Page
--- ------- ----
4 Common Stock Certificate. (1)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities E-1
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5) --
23.2 Consent of KPMG Peat Marwick LLP. E-3
23.3 Consent of Wolf & Company, P.C. E-4
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement). --
99.1 Family Bancorp 1986 Incentive and Nonqualified Stock
Option Plan (2)
99.2 Amendment to Family Bancorp 1986 Incentive and
Nonqualified Stock Option Plan, dated as of
January 20, 1995 (3)
99.3 Family Bancorp 1986 Nonemployees Nonqualified Stock
Option Plan (2)
99.4 Amendment to Family Bancorp 1986 Nonemployees
Nonqualified Stock Option Plan, dated as of
January 20, 1995 (3)
99.5 Family Bancorp 1995 Incentive and Nonqualified Stock
Option Plan (4)
5
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(1) Incorporated by reference from the Company's Registration Statement on
Form 8-B, filed with the Commission on May 20, 1988.
(2) Incorporated by reference from Family's Registration Statement on Form
S-8 (Commission File No. 33-23989).
(3) Incorporated by reference from Family's Annual Report on Form 10-K for
the year ended December 31, 1995 (Commission File No. 0-17252).
(4) Incorporated by reference from Family's Registration Statement on Form
S-8 (Commission File No. 333-1428).
ITEM 9. UNDERTAKINGS.
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 (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, and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses 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. 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.
4. That, for the 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 Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein,
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and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
5. 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 Securities
Act of 1933 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 City of Portland, State of Maine, on this 9th day of December
1996.
PEOPLES HERITAGE FINANCIAL
GROUP, INC.
By: /s/ William J. Ryan
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William J. Ryan, Chairman, President
and Chief Executive Officer
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. Each person whose signature appears below
hereby makes, constitutes and appoints William J. Ryan his or her true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.
/s/ Robert P. Bahre December 9, 1996
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Robert P. Bahre
Director
/s/ Everett W. Gray December 9, 1996
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Everett W. Gray
Director
/s/ Andrew W. Greene December 9, 1996
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Andrew W. Greene
Director
/s/ Katherine M. Greenleaf December 9, 1996
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Katherine M. Greenleaf
Director
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/s/ Dana Levensen December 9, 1996
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Dana Levensen
Director
/s/ Robert A. Marden, Sr. December 9, 1996
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Robert A. Marden, Sr.
Director
/s/ Malcolm W. Philbrook, Jr. December 9, 1996
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Malcolm W. Philbrook, Jr.
Director
/s/ Pamela Plumb December 9, 1996
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Pamela Plumb
Director
/s/ William J. Ryan December 9, 1996
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William J. Ryan
Chairman, President and Chief
Executive Officer
(principal executive officer)
/s/ Curtis M. Scribner December 9, 1996
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Curtis M. Scribner
Director
/s/ Paul R. Shea December 9, 1996
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Paul R. Shea
Director
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Davis P. Thurber
Director
/s/ Peter J. Verrill December 9, 1996
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Peter J. Verrill
Executive Vice President, Chief Operating
Officer, Chief Financial Officer and
Treasurer (principal financial and
accounting officer)
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December 9, 1996
Board of Directors
Peoples Heritage Financial Group, Inc.
One Portland Square
P.O. Box 9540
Portland, Maine 04112-9540
Re: Registration Statement on Form S-8
91,665 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to Peoples Heritage Financial Group,
Inc., a Maine corporation (the "Corporation"), in connection with the
preparation and filing with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended, of a Registration Statement on Form S-8
(the "Registration Statement"), relating to the registration of up to 91,665
shares of common stock, par value $.01 per share ("Common Stock"), to be issued
pursuant to exercise of options previously granted by Family Bancorp
("Family"), primarily pursuant to its 1986 Incentive and Nonqualified Stock
Option Plan, 1986 Nonemployees Nonqualified Stock Option Plan and 1995
Incentive and Nonqualified Stock Option Plan (the "Plans"), and converted into
options to purchase Common Stock of the Corporation (the "Options") upon the
acquisition of Family by the Corporation on December 6, 1996 pursuant to an
Agreement and Plan of Merger, dated as of May 30, 1996, among the Corporation,
Peoples Heritage Merger Corp. and Family (the "Agreement"). The Registration
Statement also registers an indeterminate number of additional shares which may
be necessary to adjust the number of shares registered thereby for issuance as
the result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of the Corporation. We have been requested to furnish
an opinion to be included as an exhibit to the Registration Statement.
In this regard, we have reviewed the Registration Statement and
Prospectuses for the Plans, the Articles of Incorporation and Bylaws of the
Corporation, the Plans, the Agreement, a specimen stock certificate evidencing
the Common Stock of the Corporation and such other corporate records and
documents as we have deemed appropriate for the purposes of this opinion. We are
relying upon the originals, or copies certified or otherwise
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Board of Directors
December 9, 1996
Page 2
identified to our satisfaction, of the corporate records of the Corporation and
such other instruments, certificates and representations of public officials,
officers and representatives of the Corporation as we have deemed applicable or
relevant as a basis for the opinions set forth below. In addition, we have
assumed, without independent verification, the genuineness of all signatures and
the authenticity of all documents furnished to us and the conformance in all
respects of copies to originals. Furthermore, we have made such factual
inquiries and reviewed such laws as we determined to be relevant for the
purposes of this opinion.
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to the exercise of the Options will continue
to be validly authorized on the dates the Common Stock is issued pursuant to the
exercise of the Options; (ii) on the dates the Options are exercised, the
Options will constitute valid, legal and binding obligations of the Corporation
and will (subject to applicable bankruptcy, moratorium, insolvency,
reorganization and other laws and legal principles affecting the enforceability
of creditors' rights generally) be enforceable as to the Corporation in
accordance with their terms; (iii) no change occurs in applicable law or the
pertinent facts; and (iv) the provisions of "blue sky" and other securities laws
as may be applicable have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth
herein, we are of the opinion as of the date hereof that the shares of Common
Stock to be issued pursuant to the exercise of the Options and upon receipt of
the consideration required thereby, will be legally issued, fully paid and
non-assessable shares of Common Stock of the Corporation.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Gerard L. Hawkins
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Gerard L. Hawkins, a Partner
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Peoples Heritage Financial Group, Inc.:
We consent to the use of our report, incorporated herein by reference, dated
June 25, 1996, on the consolidated balance sheets of Peoples Heritage Financial
Group, Inc. and subsidiaries and the related consolidated statements of
operations, changes in shareholders' equity and cash flows for each of the years
in the three-year-period ended December 31, 1995, which report appears in the
current report on Form 8-K of Peoples Heritage Financial Group, Inc. dated July
2, 1996.
KPMG Peat Marwick LLP
Boston, Massachusetts
November 27, 1996
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EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Nos. 33-22205, 33-22206 and 33-80310) on Form S-8 of Peoples Heritage Financial
Group, Inc. ("PHFG"), as well as in the Form S-8 Registration Statement to be
filed by PHFG in connection with its acquisition of Family Bancorp, of our
report dated January 25, 1996, with respect to the consolidated financial
statements of Family Bancorp as of December 31, 1995 and 1994, and for each of
the three years in the period ended December 31, 1995.
Wolf & Company, P.C.
Boston, Massachusetts
December 6, 1996
