As filed with the Securities and Exchange Commission on March 5, 2004
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
Massachusetts (State of Incorporation) |
Ten Post Office Square Boston, Massachusetts 02109 (617) 912-1900 (Address of Registrant's principal executive offices) |
04-2976299 (I.R.S. Employer Identification No.) |
FIRST STATE BANK OF CALIFORNIA
(FORMERLY KNOWN AS BANK OF GRANADA HILLS)
1994 STOCK OPTION PLAN
(Full Title of the Plan)
Timothy L. Vaill, Chief Executive Officer
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
Ten Post Office Square
Boston, Massachusetts 02109
(617) 912-1900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copy to:
William P. Mayer, Esq.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
CALCULATION OF REGISTRATION FEE
Title of Securities Being Registered |
Amounts to be Registered(1) |
Proposed Maximum Offering Price Per Share(3) |
Proposed Maximum Aggregate Offering Price(3) |
Amount of Registration Fee(4) |
||||
---|---|---|---|---|---|---|---|---|
Common Stock, par value $1.00 per share | 178,626 shares (2) | $8.92 | $1,593,772.72 | $202.00 | ||||
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the Introductory Note to Part I of Form S-8.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Incorporated by reference in this Registration Statement are the documents listed below, which have previously been filed by Boston Private Financial Holdings, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
All documents subsequently filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 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 by reference in this Registration Statement and to be part thereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 6. Indemnification of Directors and Officers
The Company is a Massachusetts corporation. Reference is made to Chapter 156B, Section 13 of the Massachusetts Business Corporation Law (the "MBCL"), which enables a corporation in its original articles of organization or an amendment thereto to eliminate or limit the personal liability of a director for monetary damages for violations of the director's fiduciary duty, except (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) pursuant to Sections 61 and 62 of Chapter 156B (providing for liability of directors for authorizing illegal distributions and for making loans to directors, officers and certain stockholders) or (iv) for any transaction from which a director derived an improper personal benefit. The Company has adopted such provisions in its articles of organization.
Reference also is made to Chapter 156B, Section 67 of the MBCL, which provides that a corporation may, subject to certain limitations, indemnify directors, officers, employees and other agents and persons who serve at its request as directors, officers, employees or other agents of another organization or who serve at its request in any capacity with respect to any employee benefit plan, to the extent specified or authorized by the articles of organization, a by-law adopted by the stockholders or a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. 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 under Section 67, which undertaking may be accepted without reference to the financial ability of such person to make repayment. Any such indemnification may be provided although the person to be indemnified is no longer an officer, director, employee or agent of the corporation or of such other organization or no longer serves with respect to any such employee benefit plan. No indemnification shall be provided, however, 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 or to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. The Company's articles of organization provide for indemnification to the fullest extent permitted under Section 67, except that indemnification for compromise payments and any advances of expenses prior to the final disposition of any matter shall only be made if approved by (1) a majority of disinterested directors or, if there are less than two disinterested directors, by a majority of the directors provided they have obtained a legal opinion that the director or officer acted in good faith in the reasonable belief that his action was in the best interests of the corporation, (2) holders of a majority of the shares of stock, or (3) by a court of competent jurisdiction. Advances of expense shall only be made upon receipt of an affidavit of such individual of his good faith belief that he has met the standard of conduct necessary for indemnification and an undertaking by such individual to repay the amounts so paid to the corporation if it is ultimately determined that indemnification for such expenses is not authorized.
The Company and its directors and officers currently carry liability insurance.
2
The exhibits listed below represent a complete list of exhibits filed or incorporated by reference as part of this Registration Statement.
4.1 | Restated Articles of Organization of the Company filed May 23, 1994 (incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2001). | |
4.2 |
Articles of Amendment filed on April 22, 1998 (incorporated herein by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2001). |
|
4.3 |
Articles of Amendment filed on November 20, 2001 (incorporated herein by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 filed on November 28, 2001). |
|
4.4 |
By-laws of the Company, as amended, (incorporated herein by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K filed on March 6, 2000). |
|
4.5 |
Amendment to the By-laws of the Company dated April 18, 2002 (incorporated herein by reference to Company's Annual Report on Form 10-K filed on March 7, 2003). |
|
*5.1 |
Legal opinion from Goodwin Procter LLP |
|
*23.1 |
Consent of KPMG LLP, as independent auditors |
|
23.2 |
Consent of Goodwin Procter LLP (contained in the opinion filed as Exhibit 5.1 to this Registration Statement) |
|
24.1 |
Power of attorney (included in the signatory page to this Registration Statement) |
|
*99.1 |
Bank of Granada Hills 1994 Stock Option Plan, as amended |
3
PROVIDED, HOWEVER, that paragraphs (a) (1) (i) and (a) (1) (ii) of this Item 9 do not apply if the Registration Statement is on Form-S-3, Form S-8, or Form F-3, and 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 Company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
4
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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, Commonwealth of Massachusetts, on this 27th day of February, 2004.
BOSTON PRIVATE FINANCIAL HOLDINGS, INC. | |||
By: |
/s/ TIMOTHY L. VAILL Timothy L. Vaill Chairman and Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Boston Private Financial Holdings, Inc., hereby severally constitute Timothy L. Vaill and Walter M. Pressey and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below and in such other capacities as the undersigned may from time to time serve in the future, the Registration Statement filed herewith and any and all amendments to said Registration Statement, and generally to do all such things in our names and in our capacities as officers and directors to enable Boston Private Financial Holdings, Inc. to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date |
||
---|---|---|---|---|
/s/ TIMOTHY L. VAILL Timothy L. Vaill |
Director, Chairman and Chief Executive Officer (Principal Executive Officer) |
February 27, 2004 | ||
/s/ WALTER M. PRESSEY Walter M. Pressey |
Director, President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
February 27, 2004 |
||
/s/ HERBERT S. ALEXANDER Herbert S. Alexander |
Director |
February 27, 2004 |
||
/s/ ARTHUR J. BAUERNFEIND Arthur J. Bauernfeind |
Director |
February 27, 2004 |
||
/s/ PETER C. BENNETT Peter C. Bennett |
Director |
February 27, 2004 |
||
/s/ EUGENE S. COLANGELO Eugene S. Colangelo |
Director |
February 27, 2004 |
||
Harold A. Fick |
Director |
February , 2004 |
||
/s/ KATHLEEN M. GRAVELINE Kathleen M. Graveline |
Director |
February 27, 2004 |
||
/s/ LYNN THOMPSON HOFFMAN Lynn Thompson Hoffman |
Director |
February 27, 2004 |
||
/s/ DR. ALLEN L. SINAI Dr. Allen L. Sinai |
Director |
February 27, 2004 |
||
/s/ RICHARD I. MORRIS, JR. Richard I. Morris, Jr. |
Director |
February 27, 2004 |
||
Richard N. Thielen |
Director |
February , 2004 |
Exhibit Number |
Description |
|
---|---|---|
4.1 |
Restated Articles of Organization of the Company filed May 23, 1994 (incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2001). |
|
4.2 |
Articles of Amendment filed on April 22, 1998 (incorporated herein by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2001). |
|
4.3 |
Articles of Amendment filed on November 20, 2001 (incorporated herein by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 filed on November 28, 2001). |
|
4.4 |
By-laws of the Company, as amended, (incorporated herein by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K filed on March 6, 2000). |
|
4.5 |
Amendment to the By-laws of the Company dated April 18, 2002 (incorporated herein by reference to Company's Annual Report on Form 10-K filed on March 7, 2003). |
|
*5.1 |
Legal opinion from Goodwin Procter LLP |
|
*23.1 |
Consent of KPMG LLP, as independent auditors |
|
23.2 |
Consent of Goodwin Procter LLP (contained in the opinion filed as Exhibit 5.1 to this Registration Statement) |
|
24.1 |
Power of attorney (included in the signatory page to this Registration Statement) |
|
*99.1 |
Bank of Granada Hills 1994 Stock Option Plan, as amended |