SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
Slades Ferry Bancorp
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-3061936
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation Or Organization)
100 Slades's Ferry Avenue, P.O. Box 390, Somerset, MA 02726 (508) 675-2121
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Peter G. Collias, Esq., 84 North Main Street,
Fall River, MA 02722 (508) 675-7894
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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With Copies To:
Thomas H. Tucker, Esquire, McGowan, Engel, Tucker, Garrett & Schultz,
125 High Street, Suite 2601, Boston, Massachusetts 02110, (617) 951-9980
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
____________________________________________________________________________________
Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Unit Offering Price Fee
____________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock 31,000 shares $ 9.34(1) $ 289,540 $ 85.41(1)
$.01 par value
Common Stock 219,000 shares $17.00(2) $3,723,000 $1,098.29(2)
$.01 par value
Total 250,000 shares $4,012,540 $1,183.70
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<F1> Based upon the exercise price of the options issued on April 4, 1997 in
accordance with Rule 457(h)(1).
<F2> Based upon the price of securities of the same class as determined in
accordance with Rule 457(c) for options not yet issued pursuant to
Rule 457(h)(1).
This Registration Statement shall become effective upon filing pursuant
to Rule 462.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the United States
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated by
reference into this Registration Statement: (i) the Registrant's Annual Report
on Form 10-KSB for the year ended December 31, 1997, and (ii) the description
of the common stock contained in Registrant's Registration Statement on Form 8-
A as the same may be amended.
All documents subsequently filed by the Registrant with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any document which constitutes part of the
prospectus relating to the Plans meeting the requirements of Section 10(a) of
the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 67 of the Massachusetts Business Corporation Law, indemnification
of directors, officers, employees and other agents of a corporation can be
provided in the articles of organization or bylaws of the corporation. Such
indemnification may include payment by the corporation of expenses incurred in
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, which undertaking may be accepted without
reference to the financial ability of such person to make repayment. Such
indemnification may be provided although the person to be indemnified is no
longer an officer, director, employee or agent of the corporation. No
indemnification, however, shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation.
Article VI of the Bylaws of the Company contains provisions providing for the
indemnification of officers and directors against liabilities incurred in
connection with civil or criminal proceedings actually brought or threatened
against them. The Company's Bylaws automatically indemnify only the directors
and provide that the Board of Directors may indemnify the officers or any
person serving at the corporation's request as a trustee or administrator of an
employee benefit plan of the Company. Furthermore, the Company's Bylaws
contain provisions allowing payment of expenses in advance upon an undertaking
repayment by the indemnified party without reference to his ability to repay.
The Bylaws provide that no indemnification shall be afforded in situations
where it shall have been determined that the person involved was guilty of or
liable for wilful misconduct or default or gross negligence and also deny
indemnification where the person did not act in good faith in the reasonable
belief his action was in the best interests of the Company. In situations
where a claim is compromised or settled, indemnification is automatic, unless
there is a determination by a court or other tribunal having jurisdiction that
the individual did not act in good faith in the reasonable belief that his
action was in the best interests of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
ITEM 8. EXHIBITS
An index of Exhibits appears at page II-5.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-
effective amendment by these 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) That, for the purpose of determining any liability under the
Securities Act, 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.
SIGNATURES
In accordance with 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 Town of Somerset, Commonwealth of
Massachusetts, on April 14, 1998.
SLADE'S FERRY BANCORP
By /s/ Kenneth R. Rezendes
--------------------------------
Kenneth R. Rezendes, President
In accordance with the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Thomas B. Almy 4/14/98
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Thomas B. Almy
Director
/s/ Ralph S. Borges 4/14/98
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Ralph S. Borges
Senior Vice President/Treasurer, Chief Financial
Officer, Chief Accounting Officer
/s/ James D. Carey 4/14/98
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James D. Carey
Executive Vice President and Director
/s/ Peter G. Collias 4/14/98
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Peter G. Collias
Secretary and Clerk
/s/ Donald T. Corrigan 4/14/98
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Donald T. Corrigan
Chairman of the Board and Director
/s/ Melvyn A. Holland 4/14/98
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Melvyn A. Holland
Director
/s/ William Q. MacLean, Jr. 4/14/98
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William Q. MacLean, Jr.
Director
/s/ Francis A. Macomber 4/14/98
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Francis A. Macomber
Director
/s/ Majed Mouded 4/14/98
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Majed Mouded, M.D.
Director
/s/ Shaun O'Hearn, Sr. 4/14/98
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Shaun O'Hearn, Sr.
Director
/s/ Lawrence J. Oliveira 4/14/98
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Lawrence J. Oliveira
Director
/s/ Peter Paskowski 4/14/98
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Peter Paskowski
Director
/s/ Kenneth R. Rezendes 4/14/98
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Kenneth R. Rezendes
President/Chief Executive Officer and Director
/s/ William J. Sullivan 4/14/98
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William J. Sullivan
Director
/s/ Charles Veloza 4/14/98
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Charles Veloza
Director
/s/ David F. Westgate 4/14/98
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David F. Westgate
Director
INDEX TO EXHIBITS
The following exhibits are included, unless otherwise noted, as being an
integral part of this Registration Statement and appear in the Exhibit
section of this Registration Statement:
Exhibit No. Description Page
- ----------- ----------- ----
5 Opinion Regarding Legality E-1
23.1 Consent of Counsel is contained in Exhibit 5
23.2 Consent of Shatswell, MacLeod & Company E-2
EXHIBIT 5
McGOWAN, ENGEL, TUCKER, GARRETT & SCHULTZ
(A PROFESSIONAL ASSOCIATION INCLUDING A PROFESSIONAL CORPORATION)
COUNSELLORS AT LAW
PAUL A. McGOWAN, III 125 HIGH STREET
MARK D. ENGEL HIGH STREET TOWER, SUITE 2601
THOMAS H. TUCKER BOSTON. MASSACHUSETTS 02110
ROBERT W. GARRETT (617) 951-9980
STEPHEN SCHULTZ TELECOPIER (617) 951-0048
---------------- PETER L. KOFF
CATHY P. BROOKS OF COUNSEL
April 3, 1998
Board of Directors
Slade's Ferry Bancorp
Box 390
Somerset, MA 02726
Dear Sirs:
The undersigned has acted as counsel to Slade's Ferry Bancorp (the
"Company") which is filing a Registration Statement (S-8) under the
Securities Act of 1933 relating to the registration and proposed offering of
250,000 shares of the Company's Common Stock, $.01 par value, pursuant to
the Company's Stock Option Plan for key employees and non-employee
directors.
I have examined the Company's Certificate of Incorporation, its By-
laws and such other records and documents as I deem necessary as a basis for
this opinion.
Based on the foregoing examination, I am of the opinion that:
1. The Company was duly incorporated and is validly existing under
the laws of the Commonwealth of Massachusetts;
2. The shares of Common Stock of the Company being registered will,
when issued, be legally issued, fully paid and non-assessable.
I hereby consent to the reference to me under the caption "Legal
Opinions" in the Prospectus included in the aforementioned Registration
Statement.
Sincerely,
/s/ Thomas H. Tucker
Thomas H. Tucker
EXHIBIT 23.2
SHATSWELL, MacLEOD & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
83 PINE STREET
WEST PEABODY, MASSACHUSETTS 01960-3635
TELEPHONE (978) 535-0206
FACSIMILE (978) 535-9908
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Slade's Ferry Bancorp
We hereby consent to the use of our report and to all references to
our firm included in or made a part of this Registration Statement on Form
S-8.
/s/ Shatswell, MacLeod & Company, P.C.
SHATSWELL, MacLEOD & COMPANY, P.C.
April 7, 1998
West Peabody, Massachusetts
