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As filed with the Securities and Exchange Commission on December 28, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
The Safety Fund Corporation
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(Exact name of issuer as specified in its charter)
Massachusetts 04-2532311
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
470 Main Street, Fitchburg 01420
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(Address of principal executive offices) (Zip Code)
THE SAFETY FUND CORPORATION
1994 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
Christopher W. Bramley
President and Chief Executive Officer
The Safety Fund Corporation
470 Main Street
Fitchburg, Massachusetts 01420
(508) 343-6406
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(Name and address, including zip code, and
telephone number, including area code, of agent for service)
WITH A COPY TO:
Peter W. Coogan, Esquire
Foley, Hoag & Eliot
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock 150,000 $23.50(1) $3,525,000(1) $1,215.52(1)
(par value $5.00) shares
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(1) Estimated pursuant to Rule 457 (c) and (h) based on the average of
the high and low prices of the Common Stock as reported on December 27, 1995 on
the Nasdaq Stock Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-KSB for the year ended December
31, 1994.
(b) The Company's Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995.
(c) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on May 3, 1995 and
effective May 17, 1995 under Section 12 of the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 in this Registration Statement and to be
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities registered hereby is being passed upon for
the Company by Foley, Hoag & Eliot, Boston, Massachusetts.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 6 of the Articles of Organization of the Company provides that
directors and officers of the Company shall be indemnified by the Company
against all expenses incurred in connection with any proceedings as a result of
serving or having served as an officer or director of the Company, as a
director, officer, partner, trustee, employee, agent or nominee of, or in
connection with, any other entity, including, without limitation, any firm,
association, partnership, joint venture, joint stock company, trust, corporation
or other organization at the request of or by reason of an election effected in
whole or in major part by the Company. Pursuant to Massachusetts law,
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no indemnification shall be provided with respect to a matter as to which the
person shall have been adjudicated not to have acted in good faith in the
reasonable belief that the action of the person was in the best interests of the
Company. The Company currently has directors' and officers' liability insurance
in the amount of $5 million.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Counsel.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page).
ITEM 9. UNDERTAKINGS.
1. 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 Section 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
2. The undersigned Registrant hereby undertakes:
(a) 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;
(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;
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provided, however, that paragraphs 2(a)(i) and 2(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference herein.
(b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
3. 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.
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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 Fitchburg, The Commonwealth of Massachusetts, on this
28th day of December, 1995.
THE SAFETY FUND CORPORATION
By:/s/ Christopher W. Bramley
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Christopher W. Bramley
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Christopher W. Bramley and Martin F. Connors,
Jr., and each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing which they, or either of them, may deem necessary or advisable to be done
in connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or any substitute or
substitutes for either or both of them, may lawfully 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 and on the dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Christopher W. Bramley President, Chief December 28, 1995
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Christopher W. Bramley Executive Officer
and Director
(Principal Executive
Officer)
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C>
/s/ Martin F. Connors, Jr. Treasurer December 28, 1995
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Martin F. Connors, Jr. (Principal Financial
and Accounting Officer)
/s/ William E. Aubuchon, III Director December 28, 1995
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William E. Aubuchon, III
/s/ John R. Clementi Director December 28, 1995
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John R. Clementi
/s/ P. Kevin Condron Director December 28, 1995
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P. Kevin Condron
/s/ Bigelow Crocker, Jr. Director December 28, 1995
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Bigelow Crocker, Jr.
/s/ David R. Grenon Director December 28, 1995
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David R. Grenon
/s/ Donald L. Hall Director December 28, 1995
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Donald L. Hall
/s/ Edward H. Hall, Jr. Director December 28, 1995
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Edward H. Hall, Jr.
/s/ George H. Heywood, Jr. Director December 28, 1995
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George H. Heywood, Jr.
/s/ John E. Howard Director December 28, 1995
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John E. Howard
/s/ Thomas P. Kelly Director December 28, 1995
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Thomas P. Kelly
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<TABLE>
<S> <C> <C>
/s/ Vincent J. Mara Director December 28, 1995
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Vincent J. Mara
/s/ Michael E. Montuori Director December 28, 1995
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Michael E. Montuori
/s/ Allen I. Rome Director December 28, 1995
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Allen I. Rome
/s/ Henri L. Sans, Jr. Director December 28, 1995
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Henri L. Sans, Jr.
/s/ J. Robert Sedar Director December 28, 1995
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J. Robert Seder
/s/ Richard L. Yates Director December 28, 1995
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Richard L. Yates
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EXHIBIT INDEX
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<CAPTION>
Exhibit
No. Description Page
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<S> <C> <C>
5.1 Opinion of Counsel
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
</TABLE>
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Exhibit 5.1
[Foley, Hoag & Eliot Letterhead]
December 28, 1995
The Safety Fund Corporation
470 Main Street
Fitchburg, Massachusetts 01420
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the "S-8
Registration Statement") filed today by The Safety Fund Corporation, a
Massachusetts corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. The S-8 Registration
Statement relates to the proposed offering by the Company of 150,000 shares (the
"Shares") of its Common Stock, $5.00 par value per share ("Common Stock"),
issuable pursuant to the Company's 1994 Incentive and Nonqualified Stock Option
Plan (the "Stock Option Plan").
In arriving at the opinion expressed below, we have examined and relied on
the following documents:
(1) The Articles of Organization and By-Laws of the Company, each as
amended as of the date hereof;
(2) The records of meetings of the Board of Directors and stockholders of
the Company provided to us by the Company; and
(3) The Stock Option Plan.
In addition, we have examined and relied on the originals or copies certified or
otherwise identified to our satisfaction of all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinion expressed below.
Based upon the foregoing, it is our opinion that:
1. The Company has corporate power adequate for the issuance of the Shares
in accordance with the S-8 Registration Statement. The Company has taken all
necessary corporate action required to authorize the issuance and sale of the
Shares. When certificates
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The Safety Fund Corporation
Page 2
for the Shares have been duly executed and counter-signed, and delivered against
due receipt of the exercise price for the Shares as described in the options
relating thereto and the Stock Option Plan, the Shares will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the S-8
Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT
By:/s/ David W. Walker
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A Partner
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference in the Registration Statement on Form
S-8 pertaining to the registration of 150,000 shares of common stock to be
issued pursuant to The Safety Fund Corporation 1994 Incentive and Non-Qualified
Stock Option Plan of The Safety Fund Corporation of our report dated January 28,
1994, with respect to the consolidated financial statements of The Safety Fund
Corporation incorporated by reference in its annual report (Form 10-K) for the
year ended December 31, 1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Boston, Massachusetts
December 27, 1995
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The Safety Fund Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 of The Safety Fund Corporation of our report dated January 23, 1995,
relating to the consolidated balance sheets of The Safety Fund Corporation and
subsidiaries as of December 31, 1994, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the year then ended, which
report appears in the December 31, 1994 annual report on Form 10-KSB of The
Safety Fund Corporation.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
December 27, 1995
