Registration Statement No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
__________________________
PROVIDENCE AND WORCESTER RAILROAD COMPANY
(Exact Name of Registrant as Specified in its Charter)
Rhode Island 05-03444399
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization
75 Hammond Street, Worcester, MA 01610
(Address, including zip code
of Principal Executive Offices)
Providence and Worcester Railroad Company Non-Qualified Stock Option Plan
(Full Title of the Plan)
Heidi J. Eddins, Esq., Vice President,
Secretary and General Counsel
Providence and Worcester Railroad
75 Hammond Street
Worcester, MA 01610
(508) 755-4000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
Margaret D. Farrell, Esq.
Hinckley, Allen & Snyder
1500 Fleet Center
Providence, RI 02903
(401) 274-2000
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [X]
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Title of Each Proposed Proposed Amount of
Class of Amount to be Maximum Maximum Registration
Securities to Be Registered Offering Aggregate Fee
Registered Price Per Offering
Share (2) Price
______________________________________________________________________________
Common Stock, par
value $.50 per
share............. 108,895(1) $10.96875 $1,194,442.03 $352.60
_______________________________________________________________________________
(1) Represents additional shares of Common Stock issuable under the
Non-qualified Stock Option Plan. The Registrant filed Registration Statements on
Form S-8 on February 7, 1989 (Registration No. 33-26944) and May 19, 1996
(Registration No. 333-02975) registering 50,000 and 52,257 shares, respectively,
of Common Stock issuable under the Non-qualified Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) based on the average of the high and low prices of the
Registrant's Common Stock, $11.125 and $10.8125, respectively, reported by The
American Stock Exchange on October 19, 1998.
<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
Providence and Worcester Railroad Company, a Rhode Island corporation (the
"Registrant") has filed Registration Statements on Form S-8 on February 7, 1989
and May 19, 1996, registering 50,000 and 52,257 shares, respectively, of the
Common Stock ("Common Stock") of the Company reserved for issuance under its
Non-qualified Stock Option Plan (the "Plan"). The Plan provides that the number
of shares authorized for issuance under the Plan is the greater of 50,000 or 5%
of the Common Stock outstanding. As a result of the Company's issuance of Common
Stock, an additional 108,895 shares of Common Stock are available for issuance
pursuant to options granted under the Plan. The contents of Registration
Statement on Form S-8 for the Plan (Registration No. 333-02975) are incorporated
herein by reference subject to the following changes and additional information
required in this Registration Statement that are not contained in the earlier
Registration Statement.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference herein and shall be deemed to be a part hereof:
(a) The Registrant's latest prospectus filed with the Commission pursuant
to Rule 424(b)(4) on October 6, 1998 (Registration No. 333-62229);
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31 and
June 30, 1998; and
(c) The description of Common Stock included in the Registrant's
Registration Statement on Form S-1 (Registration No. 333-62229) filed
with the Commission on August 25, 1998.
All documents subsequently filed by the Registrant 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 herein by reference and shall be deemed a part hereof from
the date of filing of such documents.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Article SIXTH of the Registrant's Charter provides that a director shall
not be liable to the Registrant or its shareholders for breach of fiduciary duty
as a director, other than liability for (a) breach of the director's duty of
loyalty to the Registrant or its shareholders, (b) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
unlawful payment of a dividend or unlawful stock purchase or redemption, or (d)
any transaction from which the director derived an improper personal benefit.
Section 4.1 of the Rhode Island Business Corporation Act authorizes
indemnification of directors and officers of Rhode Island corporations. Article
XI of the Registrant's By-laws (i) authorizes the indemnification of directors
and officers (the "Indemnified Person") under specified circumstances to the
fullest extent authorized, (ii) provides for the advancement of expenses to the
Indemnified Persons for defending any proceedings related to the specified
circumstances and (iii) gives the Indemnified Persons the right to bring suit
against the Registrant to enforce the foregoing rights to indemnification and
advancement of expenses.
Item 8. Exhibits.
The Index to Exhibits to this Registration Statement is incorporated herein
by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Worcester, Commonwealth of Massachusetts, on October
21, 1998.
Providence and Worcester Railroad Company
By: /s/ Robert H. Eder
______________________________________
Robert H. Eder
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned do hereby constitute
and appoint Robert H. Eder, Orville R. Harrold and Heidi J. Eddins, and each of
them, with full power of substitution and full power to act without the other,
as his true and lawful attorney-in-fact and agent to act in his name, place and
stead and to execute in the name and on behalf of the undersigned, individually
and in each capacity stated below, a Registration Statement on Form S-8 of
Providence and Worcester Railroad Company with respect to an additional 108,895
shares of the Registrant's Common Stock issuable pursuant to the Providence and
Worcester Railroad Company Non-qualified Stock Option Plan, and any and all
amendments (including post-effective amendments) thereto, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their substitute or substitutes, may 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 indicated on October 21, 1998.
Signature Title
/s/ Robert H. Eder
____________________________ Chief Executive Officer and Chairman
Robert H. Eder (Principal Executive Officer)
/s/ Orville R. Harrold
____________________________ President, Chief Operating Officer and Director
Orville R. Harrold
/s/ Robert J. Easton
____________________________ Treasurer, Controller and Director (Principal
Robert J. Easton Financial Officer and Controller)
<PAGE>
____________________________ Director
Frank W. Barrett
/s/ Philip D. Brown
____________________________ Director
Philip D. Brown
/s/ John P. Burnham
____________________________ Director
John P. Burnham
____________________________ Director
John H. Cronin
/s/ J. Joseph Garrahy
____________________________ Director
J. Joseph Garrahy
/s/ John J. Healy
____________________________ Director
John J. Healy
____________________________ Director
William J. LeDoux
/s/ Charles M. McCollam, Jr.
____________________________ Director
Charles M. McCollom, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Restated Charter (filed as Exhibit 3.1 to Form S-1 Registration Statement
No. 333-46433 and by this reference incorporated herein)
4.2 By-laws, as amended (filed as Exhibit 4.2 to Form S-8 Registration
Statement No. 333-02975 and by this reference incorporated herein)
4.3 Providence and Worcester Railroad Company Non-qualified Stock Option Plan
(filed as Exhibit 10.3 to Form S-1 Registration Statement No. 33-46433 and
by this reference incorporated herein)
5.1 Opinion of Hinckley, Allen & Snyder
23.1 Consent of Hinckley, Allen & Snyder (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (see page 5)
Exhibit 5.1
1500 Fleet Center
Providence, Rhode Island 02903
401 274-2000
FAX: 401 277-9600
HINCKLEY, ALLEN & SNYDER
Attorneys at Law
October 21, 1998
Providence and Worcester Railroad Company
75 Hammond Street
Worcester, MA 01610
RE: Registration Statement on Form S-8 for Non-Qualified Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to Providence and Worcester Railroad Company, a
Rhode Island corporation, (the "Company") in connection with the filing by the
Company of a Registration Statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission relating to 108,895 shares of the
Company's common stock, par value $.50 per share (the "Common Stock"), issuable
under its Non-Qualified Stock Option Plan (the "Plan").
In connection with this opinion, we have examined the Company's Charter,
By-laws, the Registration Statement, corporate proceedings of the Company
relating to the issuance of the Common Stock, the Plan and such other
instruments and documents as we have deemed relevant under the circumstances.
In making the aforesaid examination, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies furnished to
us as original or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock which may be issued under the Plan has been duly authorized and
when issued in accordance with the terms of the Plan will be validly issued,
fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement. This opinion is rendered to you in
connection with the Registration Statement, and except as consented to in the
preceding sentence, may not be relied upon or furnished to any other person in
any context. In giving such consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Hinckley, Allen & Snyder
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Providence and Worcester Railroad Company on Form S-8 of our report dated
January 30, 1998, appearing in the Prospectus dated October 6, 1998 filed with
the Commission pursuant to Rule 424(b)(4) (Registration No. 333-62229).
/s/ Deloitte & Touche LLP
Worcester, Massachusetts
October 19, 1998
