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As filed with the Securities and Exchange Commission on March 13, 2001
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FLEETBOSTON FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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RHODE ISLAND 05-0341324
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
100 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SUMMIT BANCORP. 1993 INCENTIVE STOCK AND OPTION PLAN
SUMMIT BANCORP. 1999 NON-EXECUTIVE OPTION PLAN
SUMMIT BANCORP. SAVINGS INCENTIVE PLAN
(FULL TITLES OF THE PLANS)
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WILLIAM C. MUTTERPERL, ESQ. GARY A. SPIESS, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY SENIOR VICE PRESIDENT AND SENIOR DEPUTY GENERAL COUNSEL,
FLEETBOSTON FINANCIAL CORPORATION ASSISTANT SECRETARY
100 FEDERAL STREET FLEETBOSTON FINANCIAL CORPORATION
BOSTON, MASSACHUSETTS 02110 100 FEDERAL STREET
617-434-9587 BOSTON, MASSACHUSETTS 02110
617-434-2870
(NAMES, ADDRESSES AND TELEPHONE NUMBERS, INCLUDING AREA CODES, OF
AGENTS FOR SERVICE)
Copy to:
JANICE B. LIVA, ESQ.
DEPUTY GENERAL COUNSEL AND ASSISTANT SECRETARY
FLEETBOSTON FINANCIAL CORPORATION
100 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
617-434-8630
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE SHARE (1) PRICE (1) REGISTRATION FEE
TO BE REGISTERED REGISTERED (1)
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Common Stock, par value
$.01 per share (2) 10,100,000 shares $37.02 $373,851,500.00 $93,463.00
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Participation Interests in Summit (3) (4) (4) (4)
Bancorp. Savings Incentive Plan
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(1) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, based on the average of the high and low prices of the
Registrant's Common Stock as reported by the New York Stock Exchange on
March 12, 2001.
(2) Including preferred share purchase rights.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the Summit Bancorp. Savings Incentive Plan.
(4) Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no additional
fee is required.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 complements Post-Effective
Amendment No. 1 on Form S-8 ("Amendment No. 1") to the Registration Statement on
Form S-4 (File No. 333-50346) (the "Original Registration Statement") of
FleetBoston Financial Corporation, a Rhode Island corporation (the
"Registrant"). On March 1, 2000, Summit Bancorp., a New Jersey corporation
("Summit") merged with and into the Registrant (the "Merger"), with the
Registrant as the surviving corporation in the Merger. Pursuant to the terms of
the Merger, all outstanding Summit stock options exercisable for the common
stock, par value $0.80 per share, of Summit ("Summit Common Stock") were
converted into stock options exercisable for the common stock, par value $.01
per share, of the Registrant ("FleetBoston Common Stock") based on a formula
which was described in the Original Registration Statement. In addition,
modifications are being made to Summit's Savings Incentive Plan (the "Savings
Plan") to provide for the ongoing issuance of FleetBoston Common Stock in lieu
of Summit Common Stock, as provided in the Savings Plan, after the effective
time of the Merger; updated offering materials are also being sent to
participants in the Savings Plan. The shares related to certain stock plans of
Summit were registered pursuant to Amendment No. 1; the remainder of those
shares are being registered pursuant to this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated by reference into
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000;
(b) The Registrant's current reports on Form 8-K filed January 17,
2001 and March 1, 2001;
(c) The description of the Registrant's common stock contained in
a Registration Statement filed by Industrial National
Corporation (predecessor to the Registrant) on Form 8-B dated
May 29, 1970, and any amendment or report filed for the
purpose of updating such description; and
(d) The description of the Preferred Share Purchase Rights
contained in the Registration Statement on Form 8-A dated
November 7, 2000.
The Summit Bancorp. Savings Incentive Plan (the "Savings Plan") hereby
incorporates by reference into this Registration Statement the Savings Plan's
Annual Report on Form 11-K for the fiscal year ended December 31, 1999, as
heretofore filed with the Commission.
All documents subsequently filed by the Registrant or the Savings
Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment to this Registration Statement which
indicates that all of the shares of common stock offered have been sold or which
deregisters all such shares 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. Any statement contained in a document
incorporated or deemed 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 or is 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 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities offered hereby will be passed upon
for the Reigstrant by William C. Mutterperl, General Counsel of the Corporation,
100 Federal Street, Boston, Massachusetts 02110. Mr. Mutterperl is also an
officer of certain subsidiaries of the Corporation. As of March 1, 2001, Mr.
Mutterperl had a direct or indirect interest in 102,199 shares of FleetBoston
Common Stock and had options to purchase an additional 350,000 shares, of which
options to purchase 241,667 shares will be exercisable within 60 days after
March 1, 2001.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's By-laws provide for indemnification to the extent
permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law.
Such section, as adopted by the By-laws, requires the Registrant to indemnify
directors, officers, employees or agents against judgments, fines, reasonable
costs, expenses and counsel fees paid or incurred in connection with any
proceeding to which such director, officer, employee or agent or his legal
representative may be a party (or for testifying when not a party) by reason of
his being a director, officer, employee or agent, provided that such director,
officer, employee or agent shall have acted in good faith and shall have
reasonably believed (a) if he was acting in his official capacity that his
conduct was in the Registrant's best interest, (b) in all other cases that his
conduct was at least not opposed to its best interests, and (c) in the case of
any criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. The Registrant's By-laws provide that such rights to indemnification
are contract rights and that the expenses incurred by an indemnified person
shall be paid in advance of a final disposition of any proceeding, provided
however, that if required under applicable law, such person must deliver a
written affirmation that he has met the standards of care required under such
provisions to be entitled to indemnification and provides an undertaking by or
on behalf of such person to repay all amounts advanced if it is ultimately
determined that such person is not entitled to indemnification. With respect to
possible indemnification of directors, officers and controlling persons of the
Registrant for liabilities arising under the Securities Act of 1933 (the "Act")
pursuant to such provisions, the Registrant is aware that the Securities and
Exchange Commission has publicly taken the position that such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
A list of the exhibits included as part of this Registration
Statement is set forth in the Exhibit Index which immediately precedes such
exhibits and is hereby incorporated by reference herein.
ITEM 9. UNDERTAKINGS.
The Corporation hereby undertakes:
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(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 Act;
ii. To reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement
(or the most recent post-effective amendment
thereto); and
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 i. and ii. shall 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 Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
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.
The Registrant hereby undertakes that, for purposes of determining
any liability under the Act, each filing of the Corporation's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each filing
of the Savings Plan's annual report pursuant to Section 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
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act
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 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 it meets all the
requirements for filing on Form S-8 and has duly caused this Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Boston, and the Commonwealth of Massachusetts, on
the 12th day of March, 2001.
FLEETBOSTON FINANCIAL CORPORATION
By: /s/ TERRENCE MURRAY
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Terrence Murray
Chairman and Chief Executive Officer
Each person whose signature appears below hereby constitutes and
appoints the Chairman and Chief Executive Officer, the President and Chief
Operating Officer, the Vice Chairman and Chief Financial Officer, the Chief
Accounting Officer, the Secretary or the Senior Deputy General Counsel, or any
of them, acting alone, as his true and lawful attorney-in-fact, with full power
and authority to execute in the name, place and stead of each such person in any
and all capacities and to file, an amendment or amendments to the Registration
Statement (and all exhibits thereto) and any documents relating thereto, which
amendments may make such changes in the Registration Statement as said officer
or officers so acting deem(s) advisable.
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 12th day of March, 2001.
SIGNATURE TITLE
/s/ TERRENCE MURRAY Chairman, Chief Executive Officer and Director
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Terrence Murray
/s/ CHARLES K. GIFFORD President, Chief Operating Officer and Director
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Charles K. Gifford
President of Consumer Banking and Investment Services
/s/ ROBERT J. HIGGINS and Director
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Robert J. Higgins
/s/ HENRIQUE C. MEIRELLES President of Corporate and Global Banking and Director
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Henrique C. Meirelles
/s/ EUGENE M. MCQUADE Vice Chairman and Chief Financial Officer
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Eugene M. McQuade
/s/ ERNEST L. PUSCHAVER Chief Accounting Officer
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Ernest L. Puschaver
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SIGNATURE TITLE
/s/ JOEL B. ALVORD Director
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Joel B. Alvord
/s/ WILLIAM BARNET, III Director
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William Barnet, III
/s/ DANIEL P. BURNHAM Director
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Daniel P. Burnham
/s/ PAUL J. CHOQUETTE, JR. Director
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Paul J. Choquette, Jr.
/s/ JOHN T. COLLINS Director
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John T. Collins
/s/ WILLIAM F. CONNELL Director
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William F. Connell
/s/ GARY L. COUNTRYMAN Director
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Gary L. Countryman
Director
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T. J. Dermot Dunphy
/s/ ALICE F. EMERSON Director
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Alice F. Emerson
/s/ JAMES F. HARDYMON Director
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James F. Hardymon
/s/ MARIAN L. HEARD Director
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Marian L. Heard
Director
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Robert M. Kavner
/s/ THOMAS J. MAY Director
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Thomas J. May
/s/ DONALD F. MCHENRY Director
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Donald F. McHenry
/s/ MICHAEL B. PICOTTE Director
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Michael B. Picotte
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Signature Title
/s/ THOMAS R. PIPER Director
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Thomas R. Piper
/s/ THOMAS C. QUICK Director
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Thomas C. Quick
/s/ FRANCENE S. RODGERS Director
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Francene S. Rodgers
Director
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John W. Rowe
Director
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Thomas M. Ryan
Director
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T. Joseph Semrod
/s/ PAUL R. TREGURTHA Director
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Paul R. Tregurtha
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Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of West Windsor, State
of New Jersey, on the 12th day of March, 2001.
Summit Bancorp. Savings Incentive Plan
By: /s/ ALFRED M. D'AUGUSTA
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Alfred M. D'Augusta
Chairman, Summit Bancorp. Benefits Committee
Pursuant to the requirements the Securities Act of 1933, this
Registration statement has been signed below on the 12th day of March, 2001 by
the following persons in the capacities indicated.
/s/ ALFRED M. D'AUGUSTA
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Alfred M. D'Augusta, Chairman and Member of Benefits Committee
/s/ JOHN G. COLLINS
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John G. Collins, Member of Benefits Committee
/s/ RICHARD F. OBER, JR.
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Richard F. Ober, Jr., Member of Benefits Committee
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
5.1 Opinion of William C. Mutterperl, Esq., as to the legality of the
securities offered herein.
5.2 IRS Determination Letter Regarding the Savings Plan
23.1 Consent of William C. Mutterperl, Esq. (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP (the Registrant)
23.3 Consent of KPMG LLP (the Savings Plan)
24 Power of Attorney of certain officers and directors (included on
pages II-4 to II-6)