<PAGE>
Registration No. 333-
-----
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Investors Financial Services Corp.
(Exact name of registrant as specified in its charter)
Massachusetts 04-3279817
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 Clarendon Street
P.O. Box 9130
Boston, Massachusetts 02117-9130
(Address of Principal Executive Offices) (Zip Code)
---------------------------------
1995 Non-Employee Director Stock Option Plan
1997 Employee Stock Purchase Plan
(Full title of the plans)
---------------------------------
John E. Henry
General Counsel and Secretary
Investors Financial Services Corp.
200 Clarendon Street
P.O. Box 9130
Boston, Massachusetts 02117-9130
(617) 330-6700
(Name and address including zip code and telephone number,
including area code, of agent for service)
---------------------------------
Copy to:
Steven C. Browne, Esq.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
================================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995 Non-Employee
Director Stock Option
Plan
Common Stock 60,000 shares $ 49.25 /(1)/ $2,955,000 $ 871.73
(Par Value $.01)
1997 Employee Stock
Purchase Plan
Common Stock 140,000 shares $ 49.25 /(1)/ $6,895,000 $2,034.03
(Par Value $.01)
TOTAL: 200,000 shares $2,905.76
</TABLE>
================================================================================
/(1)/ The price of $49.25 per share, which is the average of the high and low
prices reported on the Nasdaq National Market on December 18, 1997, is set
forth solely for purposes of calculating the filing fee pursuant to Rule
457(c) and (h) and has been used only for those shares without a fixed
exercise price.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
----------------
The documents containing the information specified in this Item 1 will
be or has been sent or given to employees, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission") and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
-----------------------------------------------------------
The documents containing the information specified in this Item 2 will
be or has been sent or given to employees as specified by Rule 428(b)(1). In
accordance with the rules and regulations of the Commission and the instructions
to Form S-8, such documents are not being filed with the Commission either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Commission are incorporated by
reference in this Registration Statement:
(a) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement
on Form 8-A, filed pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on October
14, 1995, and incorporating by reference the information contained
in the Registrant's Registration Statement Form S-1 (File No. 33-
95980) (the "Form S-1") and;
(b) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 filed with the Commission on March 5,
1997, the Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997 filed with
the Commission on May 14, 1997, August 12, 1997 and November 13,
1997, respectively, and the Current Report on Form 8-K filed with
the Commission on January 27, 1997.
All documents subsequently filed with the Commission 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 herein 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.
2
<PAGE>
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
The validity of the Common Stock offered hereby has been passed upon by
Testa, Hurwitz & Thibeault, LLP, 125 High Street, Boston, Massachusetts 02110,
counsel to the Registrant. Certain attorneys of that firm hold an aggregate of
2,000 shares of Common Stock of the Company.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Delaware General Corporation Law and the Company's Certificate of
Incorporation and By-laws provide for indemnification of the Company's directors
and officers for liabilities and expenses that they may incur in such
capacities. The Company's Certificate of Incorporation provides that the
Company is obligated to indemnify its present and former directors and officers
to the fullest extent permitted by law with respect to all liability and loss
suffered and expense reasonably incurred by such person in any action, suit or
proceeding in which such person was or is made or threatened to be made a party
or is otherwise involved by reason of the fact that such person is or was a
director or officer of the Company. The By-laws further provide that the
Company is obligated to pay the expenses of the directors and officers incurred
in defending the foregoing proceedings if the indemnified party agrees to repay
all amounts advanced if it is ultimately determined that such person is not
entitled to indemnification.
In addition, the Company's Certificate of Incorporation provides that
the Company's directors shall not be liable to the Company or its stockholders
for monetary damages for breach of a director's fiduciary duty as a director to
the Company and its stockholders except to the extent such exemption from
liability or limitation thereof is not permitted under the General Corporation
Law of the State of Delaware. This provision in the Certificate of Incorporation
does not eliminate the director's fiduciary duty to the Company, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director continues to be subject to liability for monetary damages for
breach of the director's duty of loyalty to the Company, for acts or omissions
not in good faith or involving intentional misconduct, for knowing violations of
law, for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the Federal securities laws or
state or federal environmental laws.
The Company maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
3
<PAGE>
Item 8. Exhibits.
--------
Exhibit No. Description of Exhibit
----------- ----------------------
Exhibit 4.1 Specimen certificate representing the Common Stock of the
Registrant (filed as Exhibit 4.1 to Registrant's Registration
Statement on Form S-1 (File No. 33-95980) and incorporated
herein by reference).
Exhibit 4.2 Form of Certificate of Incorporation of the Registrant (filed
as Exhibit 3.1 to Registrant's Registration Statement on Form
S-1 (File No. 33-95980) and incorporated herein by
reference).
Exhibit 4.3 Form of By-laws of the Registrant, as amended and restated
(filed as Exhibit 3.2 to Registrant's Registration Statement
on Form S-1 (File No. 33-95980) and incorporated herein by
reference).
Exhibit 4.4 1995 Non-Employee Director Stock Option Plan (filed as
Exhibit 10.14 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 and incorporated
herein by reference).
Exhibit 4.5 1997 Employee Stock Purchase Plan (filed as Exhibit 10.18 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 and incorporated herein by
reference).
Exhibit 4.6 Stockholder Rights Plan (filed as Exhibit 4.2 to Registrant's
Registration Statement on Form S-1 (File No. 33-95980) and
incorporated herein by reference).
Exhibit 4.7 Form of Stock Option Agreement under the 1995 Non-Employee
Director Stock Option Plan.
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault.
Exhibit 21.1 Subsidiaries of the Registrant.
Exhibit 23.1 Consent of Deloitte & Touche LLP.
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault (included in
Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature page to
this Registration Statement).
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 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;
4
<PAGE>
(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 those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 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.
(b) 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 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, 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 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 questions 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.
[Remainder of Page Intentionally Left Blank]
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Investors Financial Services Corp., 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 Boston, State of
Massachusetts, on this 18th day of November, 1997.
INVESTORS FINANCIAL SERVICES CORP.
By: /s/ Kevin J. Sheehan
----------------------------------
Kevin J. Sheehan
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Kevin J. Sheehan
and Karen C. Keenan, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
or her 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 and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin J. Sheehan Chairman, President, Chief Executive November 18, 1997
- --------------------------- Officer
Kevin J. Sheehan
/s/ Karen C. Keenan Chief Financial Officer November 18, 1997
- ---------------------------
Karen C. Keenan
/s/ Frank B. Condon, Jr. Director November 18, 1997
- ---------------------------
Frank B. Condon, Jr.
/s/ Donald G. Friedl Director November 18, 1997
- ---------------------------
Donald G. Friedl
/s/ Robert B. Fraser Director November 18, 1997
- ---------------------------
Robert B. Fraser
/s/ Thomas P. McDermott Director November 18, 1997
- ---------------------------
Thomas P. McDermott
/s/ James M. Oates Director November 18, 1997
- ---------------------------
James M. Oates
/s/ Phyllis S. Swersky Director November 18, 1997
- ---------------------------
Phyllis S. Swersky
</TABLE>
6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Sequential Page
- ----------- ----------- ---------------
<S> <C> <C>
Exhibit 4.1 Specimen certificate representing the Common Stock of the Registrant
(filed as Exhibit 4.1 to Registrant's Registration Statement on Form
S-1 (File No. 33-95980) and incorporated herein by reference).
Exhibit 4.2 Form of Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 to Registrant's Registration Statement on Form S-1 (File
No. 33-95980) and incorporated herein by reference).
Exhibit 4.3 Form of By-laws of the Registrant, as amended and restated (filed as
Exhibit 3.2 to Registrant's Registration Statement on Form S-1 (File
No. 33-95980) and incorporated herein by reference).
Exhibit 4.4 1995 Non-Employee Director Stock Option Plan (filed as Exhibit 10.14
to Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 and incorporated herein by reference).
Exhibit 4.5 1997 Employee Stock Purchase Plan (filed as Exhibit 10.18 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 and incorporated herein by reference).
Exhibit 4.6 Stockholder Rights Plan (filed as Exhibit 4.2 to Registrant's
Registration Statement on Form S-1 (File No. 33-95980) and
incorporated herein by reference).
Exhibit 4.7 Form of Stock Option Agreement under the 1995 Non-Employee Director
Stock Option plan.
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault.
Exhibit 21.1 Subsidiaries of the Registrant
Exhibit 23.1 Consent of Deloitte & Touche LLP.
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault (included in Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature page to this
Registration Statement).
</TABLE>
<PAGE>
Exhibit 4.7
INVESTORS FINANCIAL SERVICES CORP.
Non-Employee Director Stock Option Agreement
--------------------------------------------
Investors Financial Services Corp., a Delaware corporation (the "Company"),
hereby grants as of the [GRANT DATE] to [NAME] (the "Director"), an option to
purchase a maximum of [SHARES] shares (the "Option Shares") of its Common Stock,
$.01 par value ("Common Stock"), at the price of [PRICE] per share, on the
following terms and conditions:
1. Grant Under the 1995 Non-Employee Director Stock Option Plan. This
------------------------------------------------------------
option is granted pursuant to and is governed by the Company's 1995 Non-Employee
Director Stock Option Plan (the "Plan") and, unless the context otherwise
requires, terms used herein shall have the same meaning as in the Plan.
Determinations made in connection with this option pursuant to the Plan shall be
governed by the Plan as it exists on this date.
2. Grant as Non-Employee Director Stock Option; Other Options. This
----------------------------------------------------------
option shall be treated for federal income tax purposes as a Non-Qualified
Option (rather than an incentive stock option). This option is in addition to
any other options heretofore or hereafter granted to the Director by the
Company, but a duplicate original of this instrument shall not effect the grant
of another option.
3. Vesting of Option. If the Director has continued to be retained as a
-----------------
member of the Board by the Company on the following dates, the Director may
exercise this option for the number of shares of Common Stock set opposite the
applicable date:
<TABLE>
<S> <C>
[GRANT DATE] [VEST] shares
On the [DAY] day of each of an additional [VEST] shares
the 47 months thereafter.
</TABLE>
The foregoing rights are cumulative and, while the Director continues to be
retained as a member of the Board by the Company, may be exercised on or before
the date which is five years from the date this option is granted. All of the
foregoing rights are subject to Sections 4 and 5, as appropriate, if the
Director ceases to be retained as a member of the Board by the Company.
4. Termination of Option Rights.
----------------------------
(a) Termination. In the event the Director ceases to be a member
-----------
of the Board of the Company for any reason other than death or permanent
disability, any then unexercised portion of options granted to such optionee
shall, to the extent not then vested, immediately terminate and become void; any
portion of an option which is then
<PAGE>
vested but has not been exercised at the time the optionee so ceases to be a
member of the Board may be exercised, to the extent it is then vested, by the
optionee within 90 days of the date the optionee ceased to be a member of the
Board; and all options shall terminate after such 90 days have expired.
(b) Death; Disability. In the event the Director ceases to be a
-----------------
member of the Board of the Company by reason of his or her death or permanent
disability, any option granted to the Director shall be immediately and
automatically accelerated and become fully vested and all unexercised options
shall be exercisable by the Director (or by the Director's personal
representative, heir or legatee, in the event of death) until the scheduled
expiration date of the option.
5. Partial Exercise. This option may be exercised in part at any time
----------------
and from time to time within the above limits, except that this option may not
be exercised for a fraction of a share unless such exercise is with respect to
the final installment of stock subject to this option and cash in lieu of a
fractional share must be paid in order to permit the Director to exercise
completely such final installment. Any fractional share with respect to which an
installment of this option cannot be exercised because of the limitation
contained in the preceding sentence shall remain subject to this option and
shall be available for later purchase by the Director in accordance with the
terms hereof.
6. Payment of Price. The option price shall be paid in the following
----------------
manner:
(a) in cash or by check; or
(b) by delivery of an assignment satisfactory in form and substance
to the Company of a sufficient amount of the proceeds from the sale of the
Common Stock and an instruction to the broker or selling agent to pay that
amount to the Company.
7. Method of Exercising Option. Subject to the terms and conditions of
---------------------------
this Agreement, this option may be exercised by written notice to the Company at
its principal executive office, or to such transfer agent as the Company shall
designate. Such notice shall state the election to exercise this option and the
number of Option Shares for which it is being exercised and shall be signed by
the person or persons so exercising this option. Such notice shall be
accompanied by payment of the full purchase price of such shares, and the
Company shall deliver a certificate or certificates representing such shares as
soon as practicable after the notice shall be received. Such certificate or
certificates shall be registered in the name of the person or persons so
exercising this option (or, if this option shall be exercised by the Director
and if the Director shall so request in the notice exercising this option, shall
be registered in the name of the Director and another person jointly, with right
of survivorship). In the event this option shall be exercised, pursuant to
Section 5 hereof, by any person or persons other than the Director, such notice
shall be accompanied by appropriate proof of the right of such person or persons
to exercise this option.
<PAGE>
8. Option Not Transferable. This option is not transferable or
-----------------------
assignable except by will or by the laws of descent and distribution or pursuant
to a domestic relations order.
9. No Obligation to Exercise Option. The grant and acceptance of this
--------------------------------
option imposes no obligation on the Director to exercise it.
10. No Obligation to Continue Retention of Director. Neither the Plan,
-----------------------------------------------
this Agreement, nor the grant of this option imposes any obligation on the
Company to continue the retention of the Director on the Board of Directors of
the Company.
11. No Rights as Stockholder until Exercise. The Director shall have no
---------------------------------------
rights as a stockholder with respect to the Option Shares until such time as the
Director has exercised this option by delivering a notice of exercise and has
paid in full the purchase price for the shares so exercised in accordance with
Section 8. Except as is expressly provided in the Plan with respect to certain
changes in the capitalization of the Company, no adjustment shall be made for
dividends or similar rights for which the record date is prior to such date of
exercise.
12. Capital Changes and Business Successions. The Plan contains
----------------------------------------
provisions covering the treatment of options in a number of contingencies such
as stock splits and mergers. Provisions in the Plan for adjustment with respect
to stock subject to options and the related provisions with respect to
successors to the business of the Company are hereby made applicable hereunder
and are incorporated herein by reference.
13. Withholding Taxes. If the Company at its discretion determines that
-----------------
it is obligated to withhold any tax in connection with the exercise of this
option, or in connection with the transfer of, or the lapse of restrictions on,
any Common Stock or other property acquired pursuant to this option, the
Director hereby agrees that the Company may withhold from the Director's fees or
other remuneration the appropriate amount of tax. At the discretion of the
Company, the amount required to be withheld may be withheld in cash from such
fees or other remuneration or in kind from the Common Stock or other property
otherwise deliverable to the Director on exercise of this option. The Director
further agrees that, if the Company does not withhold an amount from the
Director's fees or other remuneration sufficient to satisfy the withholding
obligation of the Company, the Director will make reimbursement on demand, in
cash, for the amount underwithheld.
14. Arbitration. Any dispute, controversy, or claim arising out of, in
-----------
connection with, or relating to the performance of this Agreement or its
termination shall be settled by arbitration in the Commonwealth of
Massachusetts, pursuant to the rules then obtaining of the American Arbitration
Association. Any award shall be final, binding and conclusive upon the parties
and a judgment rendered thereon may be entered in any court having jurisdiction
thereof.
<PAGE>
15. Provision of Documentation to Director. By signing this Agreement
--------------------------------------
the Director acknowledges receipt of a copy of this Agreement and a copy of the
Plan.
16. Miscellaneous.
-------------
(a) Notices: All notices hereunder shall be in writing and shall
-------
be deemed given when sent by certified or registered mail, postage prepaid,
return receipt requested, to the address set forth below. The addresses for such
notices may be changed from time to time by written notice given in the manner
provided for herein.
(b) Entire Agreement; Modification: This Agreement constitutes the
------------------------------
entire agreement between the parties relative to the subject matter hereof, and
supersedes all proposals, written or oral, and all other communications between
the parties relating to the subject matter of this Agreement. This Agreement
may be modified, amended or rescinded only by a written agreement executed by
both parties.
(c) Severability: The invalidity, illegality or unenforceability
------------
of any provision of this Agreement shall in no way affect the validity, legality
or enforceability of any other provision.
(d) Successors and Assigns: This Agreement shall be binding upon
----------------------
and inure to the benefit of the parties hereto and their respective successors
and assigns, subject to the limitations set forth in Section 9 hereof.
(e) Governing Law: This Agreement shall be governed by and
-------------
interpreted in accordance with the laws of the Commonwealth of Massachusetts,
without giving effect to the principles of the conflicts of laws thereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, the Company and the Director have caused this
instrument to be executed as of the date first above written.
Investors Financial Services Corp.
200 Clarendon Street
Boston, MA 02116
- -----------------------------
Director
By:
- ----------------------------- --------------------------------
Print Name of Director
- ----------------------------- -----------------------------------
Street Address Name
- ----------------------------- -----------------------------------
City State Zip Code Title
<PAGE>
Exhibit 5.1
December 23, 1997
Investors Financial Services Corp.
200 Clarendon Street
P.O. Box 9130
Boston, MA 02117-9130
Re: Registration Statement on Form S-8 Relating to the
1995 Non-Employee Director Stock Option Plan and
1997 Employee Stock Purchase Plan (collectively, the "Plans")
of Investors Financial Services Corp. (the "Company")
-------------------------------------------------------------
Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form
S-8 (the "Registration Statement") filed by the Company on or about December
23, 1997 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to an aggregate of 200,000 shares of Common Stock,
$.01 par value per share, of the Company issuable pursuant to the Plans (the
"Shares").
We have examined, are familiar with, and have relied as to factual matters
solely upon, copies of the Plans, the Certificate of Incorporation and By-Laws
of the Company, the minute books and stock records of the Company and originals
of such other documents, certificates and proceedings as we have deemed
necessary for the purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the related Plan, the terms of any option or purchase right grant thereunder
duly authorized by the Company's Board of Directors or Compensation Committee
and/or any related agreements with the Company, will be validly issued, full
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our names wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
Exhibit 21.1
Subsidiaries of the Registrant
------------------------------
All subsidiaries do business under the respective names listed below.
1. Investors Bank & Trust Company
Massachusetts chartered trust company
2. Investors Safe Deposit Corp.
Massachusetts corporation
3. IBT Trust Company (Cayman) Ltd.
incorporated in the Cayman Islands
4. Investors Securities Corporation
Massachusetts securities corporation
5. IBT Fund Services (Canada) Inc.
incorporated in Canada
6. Investors Trust Holdings Ireland
organized in the Republic of Ireland
7. Investors Financial Services (Ireland) Ltd.
organized in the Republic of Ireland
8. Investors Trust & Custodial Services (Ireland) Ltd.
organized in the Republic of Ireland
9. Investors Fund Services (Ireland) Ltd.
organized in the Republic of Ireland
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Investors Financial Services Corp. on Form S-8 of our report dated February 14,
1997 (which expresses an unqualified opinion and includes an explanatory
paragraph relating to the effects of the November 1995 share exchange between
Investors Financial Services Corp. and the shareholders of Investors Bank &
Trust Company), appearing in the Annual Report on Form 10-K of Investors
Financial Services Corp. for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 23, 1997
