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Registration No. 333-______
Filed February 13, 1998
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)
<TABLE>
<S> <C>
Maine 01-0437984
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(State of incorporation) (IRS Employer Identification No.)
</TABLE>
P.O. Box 9540
One Portland Square
Portland, Maine 04112-9540
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(Address of principal executive offices, including zip code)
1996 Equity Incentive Plan
Amended and Restated 1995 Stock Option Plan for Non-Employee Directors
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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)
Index to Exhibits is located on page 5.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 708,050 $30.30(3) $21,453,915(3) $ 6,328.91
Common Stock, par
value $0.01 806,950 $44.75(4) $36,111,012(4) $10,652.74
--------- ---------- ---------
Total 1,515,000(2) $57,564,927 $16,981.65
========= ========== =========
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</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
Peoples Heritage Financial Group, Inc. ("Company" or "Registrant") 1996 Equity
Incentive Plan (the "Equity Plan") and the Amended and Restated 1995 Stock
Option Plan for Non-Employee Directors (the "Directors Plan") (the Equity Plan
and the Directors Plan are referred to together as the "Plans") as a result of a
stock split, stock dividend or similar adjustment of the outstanding common
stock, $0.01 par value per share, of the Company (the "Common Stock").
(2) Represents 1,250,000 shares currently reserved for issuance under the Equity
Plan and 265,000 shares currently reserved for issuance pursuant to the
Directors Plan.
(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 of the 708,050 options to
purchase Common Stock which are outstanding under the Plans as of the date
hereof ($31.00 for the outstanding options to purchase 640,550 shares under the
Equity Plan and $23.65 for the outstanding options to purchase 67,500 shares
under the Directors Plan).
(4) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act. The Proposed
Maximum Offering Price Per Share for the 806,950 shares for which awards have
not been granted under the Plans (609,450 shares under the Equity Plan and
197,500 shares under the Directors Plan) is equal to the average of the high and
low prices of the Common Stock on February 9, 1998 as reported by the Nasdaq
Stock Market's National Market.
--------------------------
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. Section 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, 1996; and
(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; and
(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; and
(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.
3
<PAGE> 4
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 Section719.
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.
4
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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):
<TABLE>
<CAPTION>
No. Exhibit Page
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<S> <C> <C>
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
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement). --
99.1 1996 Equity Incentive Plan (2)
99.2 Amended and Restated 1995 Stock Option Plan
for Non-Employee Directors (3)
</TABLE>
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(1) Incorporated by reference to the Company's
Registration Statement on Form 8-B, filed with the
Commission on May 20, 1988.
(2) Incorporated by reference to the Registrant's
Definitive Proxy Statement, filed with the Commission
on March 20, 1996.
(3) Incorporated by reference to the Registrant's
Definitive Proxy Statement, filed with the Commission
on March 21, 1997.
5
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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, 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.
6
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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 12th day of
February 1998.
PEOPLES HERITAGE FINANCIAL
GROUP, INC.
By:/s/ William J. Ryan
------------------------------------
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 February 12, 1998
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Robert P. Bahre
Director
/s/ Everett W. Gray February 12, 1998
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Everett W. Gray
Director
/s/ Andrew W. Greene February 12, 1998
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Andrew W. Greene
Director
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Katherine M. Greenleaf
Director
/s/ Dana Levenson February 12, 1998
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Dana Levenson
Director
7
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/s/ Robert A. Marden, Sr. February 12, 1998
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Robert A. Marden, Sr.
Director
/s/ Malcolm W. Philbrook, Jr. February 12, 1998
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Malcolm W. Philbrook, Jr.
Director
/s/ Pamela P. Plumb February 12, 1998
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Pamela P. Plumb
Vice Chairman
/s/ William J. Ryan February 12, 1998
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William J. Ryan
Chairman, President and Chief
Executive Officer
(principal executive officer)
/s/ Curtis M. Scribner February 12, 1998
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Curtis M. Scribner
Director
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Paul R. Shea
Director
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Davis P. Thurber
Director
/s/John E. Veasey February 12, 1998
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John E. Veasey
Director
/s/ Peter J. Verrill February 12, 1998
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Peter J. Verrill
Executive Vice President, Chief Financial
Officer and Treasurer (principal
financial and accounting officer)
8
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EXHIBIT 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
February 13, 1998
Board of Directors
Peoples Heritage Financial Group, Inc.
One Portland Square
Portland, Maine 04112-9540
Re: Registration Statement on Form S-8
1,515,000 Shares of Common Stock
Ladies and Gentlemen:
We are 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 1,250,000
shares of common stock, par value $0.01 per share ("Common Stock"), to be issued
pursuant to the Corporation's 1996 Equity Incentive Plan (the "Equity Plan")
pursuant to stock options, stock appreciation rights, restricted stock grants or
other awards thereunder, and up to 265,000 shares of Common Stock to be issued
pursuant to the Corporation's Amended and Restated 1995 Stock Option Plan for
Non-Employee Directors (the "Directors Plan") upon the exercise of stock options
(the Equity Plan and the Directors Plan are referred to together as the "Plans"
and stock options and/or appreciation rights granted under the Plans are
referred to as "Option Rights"). The Registration Statement also registers an
indeterminate number of additional shares which may be necessary under the Plans
to adjust the number of shares reserved 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 by the Corporation to furnish
an opinion to be included as an exhibit to the Registration Statement.
For this purpose, we have reviewed the Registration Statement, the
Articles of Incorporation and Bylaws of the Corporation, the Plans, a specimen
stock certificate evidencing the Common Stock of the Corporation and such other
corporate records and documents as we have deemed appropriate. We are relying
upon the originals, or copies certified or otherwise identified to our
satisfaction, of the corporate records of the Corporation and such other
instruments, certificates and representations of public officials,
<PAGE> 2
Board of Directors
February 13, 1998
Page 2
officers and representatives of the Corporation as we have deemed relevant as a
basis for this opinion. 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 this opinion.
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms of
the Plans will continue to be validly authorized on the dates the Common Stock
is issued pursuant to the Option Rights; (ii) on the dates the Option Rights are
exercised, the Option Rights granted under the terms of the Plans 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 will
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 Plans, when issued and sold pursuant to the
Plans 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 PUBLIC ACCOUNTANTS
The Board of Directors
Peoples Heritage Financial Group, Inc.
We consent to the use of our report dated January 22, 1997 incorporated by
reference herein. Our report refers to a change in method of accounting for
mortgage servicing rights.
/s/ KPMG Peat Marwick LLP
Boston, Massachusetts
February 13, 1998
