Registration Statement Consists of 14 pages.
The Exhibit Index appears on page 9.
File No. 333-
As filed with the Securities and Exchange Commission on January 22, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________________
AFFILIATED COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-3277217
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
716 MAIN STREET, WALTHAM, MASSACHUSETTS 02254
(Address of Principal Executive Offices)
AFFILIATED COMMUNITY BANCORP, INC.
1995 STOCK OPTION PLAN ("1995 Plan")
MAIN STREET COMMUNITY BANCORP, INC.
1993 STOCK OPTION PLAN ("1993 Plan")
LEXINGTON SAVINGS BANK
1994 STOCK OPTION PLAN ("1994 Plan")
LEXINGTON SAVINGS BANK
1986 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN ("1986 Plan")
(Full titles of the plans)
JOHN G. FALLON
Executive Vice President and Chief Financial Officer
Affiliated Community Bancorp, Inc.
716 Main Street
Waltham, Massachusetts 02254
(Name and address of agent for services)
(617) 894-6810
(Telephone number, including area code,
of agent for service)
<PAGE> 2
copy to:
MICHAEL L. ANDRESINO, ESQ
Posternak, Blankstein & Lund, L.L.P.
100 Charles River Plaza
Boston, MA 02114-2723
(617) 973-6100
<TABLE>
Calculation of Registration Fee
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Offering Registration
be Registered Registered (1) Per Share Price Fee
<S> <C> <C> <C> <C>
1995 Plan
Common Stock,
$0.01
par value 425,720 shares $23.190 (2) $ 9,872,447 $2,991.65
1993 Plan
Common Stock,
$0.01
par value 126,000 shares $15.375 (3) $ 1,937,250 $ 587.05
1994 Plan
Common Stock,
$0.01
par value 86,000 shares $16.625 (3) $ 1,429,750 $ 433.26
1986 Plan
Common Stock,
$0.01
par value 107,200 shares $15.750 (3) $ 1,688,400 $ 511.64
Total 744,920 shares N/A $14,927,847 $4,523.60 (4)
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to
the option plan in the event of a stock dividend, stock split, split-up,
recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act of 1933, as amended (the "Securities Act"), solely for
purposes of determining the registration fee and is based upon the
market value of outstanding shares of the Company's common stock on
January 15, 1997, utilizing the average of the high and low sale prices
reported on the NASDAQ National Market System for that date.
(3) This estimate is made pursuant to Rule 457(h) under the Securities Act
solely for the purposes of determining the registration fee and is
based upon the maximum price at which any outstanding options under
such plan may be exercised.
(4) Total fee paid based on sum of separate fee calculations.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Affiliated Community Bancorp, Inc. (the "Company") hereby incorporates
by reference the following documents which have previously been filed
with the Securities and Exchange Commission:
a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
b) The Company's Quarterly Reports on Form 10-Q for the quarters
ending March 31, 1996, June 30, 1996, and September 30, 1996,
respectively; and
c) The description of the Company's Common Stock, $0.01 par value,
contained in the Company's registration statement on Form 8-A
(File No. 0-27014) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to sections 13 (a) and 13 (c),
Section 14 and Section 15 (d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
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 a 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 shares to be offered hereby will be passed upon for
the Company by Posternak, Blankstein & Lund, L.L.P., Boston, Massachusetts.
The consolidated financial statements of the Company incorporated by
reference herein from the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 have been incorporated by reference in reliance
on the report of Arthur Andersen LLP, independent public accountants, given on
the authority of such firm as experts in accounting and auditing.
<PAGE> 4
The consolidated financial statements of Main Street Community Bancorp,
Inc. and The Federal Savings Bank incorporated by reference herein from the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995 have been incorporated by reference in reliance on the report of KPMG Peat
Marwick LLP, independent public accountants, given on the authority of such
firm as experts in accounting and auditing.
The consolidated financial statements of Lexington Savings Bank
incorporated by reference herein from the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 have been incorporated by reference
in reliance on the report of Wolf & Company, P.C., independent public
accountants, given on the authority of such firm as experts in accounting and
auditing.
Item 6. Indemnification of Directors and Officers.
Section 67 of the Business Corporation Law of the Commonwealth of
Massachusetts provides that indemnification of directors, officers, employees
or other agents may be provided by a corporation. Section 13 (b) (1-1/2) of
the Business Corporation Law of the Commonwealth of Massachusetts provides that
the Articles of Organization may contain a provision eliminating or limiting
the personal liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director provided that
such provision shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Sections 61
or 62 of the Massachusetts Business Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article V of the Company's By-laws provides that the directors and
officers of the Company and its subsidiaries shall generally be indemnified by
the Company (including advancement of expenses) to the fullest extent authorized
by Massachusetts law, as it now exists or may in the future be amended, against
all expenses and liabilities reasonably incurred in connection with service for
or on behalf of the Company. In addition, Article VI of the Company's Restated
Articles of Organization provides that the directors of the Company will not
be personally liable to the Company or its stockholders for monetary damages
for certain breaches of their fiduciary duty as directors, unless they violated
their duty of loyalty to the Company or its stockholders, acted in bad faith,
knowingly or intentionally violated the law, authorized illegal dividends or
redemptions, approved certain loans to insiders or derived an improper benefit
from their action as directors.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Securities and Exchange Commission has
expressed its opinion that such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE> 5
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement (see "Exhibit Index" for
location).
Exhibit
3.1 Restated Articles of Organization.
5.1 Opinion of Posternak, Blankstein & Lund, L.L.P. as to the legality of
the securities being registered.
10.1 Affiliated Community Bancorp, Inc. 1995 Stock Option Plan.
23.1 Consent of Counsel.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Wolf & Company, P.C.
24.1 Powers of Attorney.
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;
notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the registration statement; and
(iii) To include any material information with respect
to the distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
<PAGE> 6
provided, however, that paragraphs (a) (l) (i) and (a) (1) (ii)
above 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 undersigned 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; and
(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.
b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities 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
Securities Act and will be governed by the final adjudication of such issue.
<PAGE> 7
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 Waltham, Commonwealth of Massachusetts, on this
16th day of January, 1997.
AFFILIATED COMMUNITY BANCORP, INC.
By:/s/ Timothy J. Hansberry
Timothy J. Hansberry, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Each person whose signature appears below constitutes and appoints
Timothy J. Hansberry, John G. Fallon, and Quentin J. Greeley, Esq., and each of
them, as his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments or post-effective amendments to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute, may lawfully do or cause to be
done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Jack E. Chappell Chairman and Director January 16, 1997
Jack E. Chappell
/s/ Timothy J. Hansberry President, Chief January 16, 1997
Timothy J. Hansberry Executive Officer
and Director (Principal
Executive Officer)
/s/ John G. Fallon Executive Vice President January 16, 1997
John G. Fallon and Chief Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE> 8
/s/ Fred C. Bailey Director January 16, 1997
Fred C. Bailey
/s/ Kendrick G. Bushnell Director January 16, 1997
Kendrick G. Bushnell
/s/ Edward S. Heald Director January 16, 1997
Edward S. Heald
/s/ James E. McCobb, Jr. Director January 16, 1997
James E. McCobb, Jr.
</TABLE>
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page+
<S> <C> <C>
3.1 Restated Articles of Organization* -
5.1 Opinion of Posternak, Blankstein & Lund, L.L.P. as to 10
the legality of the securities being registered
10.1 Affiliated Community Bancorp, Inc. -
1995 Stock Option Plan**
23.1 Consent of Counsel (included in Exhibit 5.1 hereto) -
23.2 Consent of Arthur Andersen LLP 12
23.3 Consent of KPMG Peat Marwick LLP 13
23.4 Consent of Wolf & Company, P.C. 14
24.1 Powers of Attorney (included in Part II of this -
registration statement)
</TABLE>
___________________________
* Incorporated by reference to Exhibit 3.1 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1995.
** Incorporated by reference to Exhibit 10.20 to the Company's Registra-
tion Statement on Form S-4 filed on June 22, 1995 (File No. 33-93784).
+ Refers to pagination of conformed copies.
EXHIBIT 5.1
POSTERNAK, BLANKSTEIN & LUND, L.L.P.
ATTORNEYS AT LAW
-----------------------
100 CHARLES RIVER PLAZA
BOSTON, MASSACHUSETTS 02114-2723
TEL 617-973-6100
FAX 617-367-2315
E-MAIL [email protected]
January 22, 1997
Affiliated Community Bancorp, Inc.
716 Main Street
Waltham, MA 02254
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is rendered to you in connection with the preparation of
the Registration Statement on Form S-8 (the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), by Affiliated
Community Bancorp, Inc., a Massachusetts corporation (the "Company"), relating
to an aggregate of 744,920 shares (the "Shares") of the Company's common stock,
$.01 par value per share (the "Common Stock") consisting of (i) 425,720 shares
of Common Stock issuable upon exercise of options under the Company's 1995
Stock Option Plan (the "1995 Plan"), (ii) 86,000 shares of Common Stock issuable
upon exercise of options under the Lexington Savings Bank 1994 Stock Option Plan
(the "1994 Plan") assumed by the Company, (iii) 126,000 shares of Common Stock
issuable upon exercise of options under the Main Street Community Bancorp, Inc.
("Main Street") 1993 Stock Option Plan (the "1993 Plan") assumed by the Company,
and (iv) 107,200 shares of Common Stock issuable upon exercise of options under
the Lexington Savings Bank 1986 Stock Option and Stock Appreciation Rights Plan
(the "1986 Plan") assumed by the Company (the 1995 Plan, 1994 Plan, 1993 Plan
and 1986 Plan are collectively referred to herein as the "Plans").
We have acted as counsel to the Company in connection with the
preparation of the Registration Statement. For purposes of this opinion,
we have examined the Articles of Organization and By-laws, each as amended
and restated, of the Company; such records of the corporate proceedings of
the Company as we have deemed material; the Registration Statement and all
exhibits thereto; the Plans; the Plan of Merger between the Company and Main
Street dated June 20, 1995; the Plan of Merger between the Company and Lexington
Holding, Inc. dated June 20, 1995; and such other documents as we have deemed
necessary to enable us to render this opinion.
<PAGE> 2
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdiction
other than the laws of the United States of America and The Commonwealth of
Massachusetts.
In rendering the opinion expressed herein, we assume that all steps
necessary to comply with the registration requirements of the Securities Act
and with applicable requirements of state law regulating the sale of securities
will be duly taken.
Based upon and subject to the foregoing, and having regard for such
legal considerations as we have deemed relevant, it is our opinion that the
Shares have been duly authorized for issuance by all necessary corporation
action and, when issued and delivered against payment of the consideration
therefor as set forth in the Plans, will be validly issued, fully paid and
nonassessable.
This opinion is rendered solely for your benefit, and may not be relied
upon by any other party without our prior written consent. We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement and to
the reference to our name in the Registration Statement.
Very truly yours,
POSTERNAK, BLANKSTEIN & LUND, L.L.P.
By:/s/ Donald H. Siegel, P.C.
A Partner Thereof
<PAGE> 1
EXHIBIT 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Affiliated Community Bancorp, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement on Form S-8, pertaining to Affiliated
Community Bancorp, Inc.'s 1995 Stock Option Plan, Main Street Community
Bancorp, Inc.'s 1993 Stock Option Plan and Lexington Savings Bank's 1994
Stock Option Plan and 1986 Stock Option and Stock Appreciation Rights Plan,
of our report dated January 19, 1996 on the consolidated financial statements
included in the 1995 Form 10-K. It should be noted that we have not audited
any financial statements of the company subsequent to December 31, 1995.
/s/ Arthur Andersen LLP
----------------------------------
Boston, Massachusetts
January 15, 1997
<PAGE> 2
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
of Affiliated Community Bancorp, Inc.:
We consent to the use of our reports on the consolidated financial statements
of The Federal Savings Bank as of December 31, 1995 and 1994 and for each of
the years in the three-year period ended December 31, 1995 and on the
consolidated financial statements of Main Street Community Bancorp, Inc. as of
December 31, 1994 and 1993 and for each of the years in the two-year period
ended December 31, 1994 incorporated by reference into Affiliated Community
Bancorp, Inc.'s Form S-8 Registration Statement and to the reference to our
firm under the heading "Interests of Named Experts and Counsel" in the
Registration Statement.
/s/ KPMG Peat Marwick LLP
-----------------------------
January 21, 1997
<PAGE> 3
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
of Lexington Savings Bank:
We consent to the incorporation by reference of our report dated
January 21, 1994 on the consolidated financial statements of Lexington Savings
Bank in the Registration Statement on Form S-8 of Affiliated Community Bancorp,
Inc. and the reference to our firm in such Registration Statement.
/s/ WOLF & COMPANY, P.C.
-----------------------------
Boston, Massachusetts
January 16, 1997
