As filed with the Securities and Exchange Commission on February 19, 2002.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INDEPENDENT BANK CORP.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-287-0273
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
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288 UNION STREET, ROCKLAND, MASSACHUSETTS 02370
(Address of Principal Executive Offices, Including Zip Code)
INDEPENDENT BANK CORP. 1997 EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
EDWARD H. SEKSAY
GENERAL COUNSEL
INDEPENDENT BANK CORP.
288 UNION STREET
ROCKLAND, MASSACHUSETTS 02370
(781) 878-6100
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of
to be to be price per offering registration
registered registered(1) share(2) price(2) fee
---------- ------------- --------- --------- ---
Common Stock, par 600,000 Shares $22.90 $13,794,000 $1,270.00
value $0.01 per
share(3)
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(1) The purpose of this Registration Statement is to register an aggregate of
500,000 shares of Common Stock, par value $0.01 per share, of Independent
Bank Corp. (the "Company") that have been reserved for issuance under the
plan set forth above, plus such additional number of shares as may be
required pursuant to the plan set forth above in the event of a stock
dividend, split-up of shares, recapitalization or other similar change in
the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h)(1), on the basis of the average of the high
and low prices of the Common Stock, as reported on the National Market
System of the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") on February 13, 2002.
(3) There are also registered hereunder the Preferred Stock Purchase Rights
issued and attached to the Common Stock pursuant to the Renewal Rights
Agreement dated as of September 14, 2000 between Independent Bank Corp.
and Rockland Trust Company, as rights agent.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1 Plan Information*
Item 2 Registrant Information and Employee Plan Annual Information*
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we file with
them, which means:
- incorporated documents are considered part of the prospectus;
- we can disclose important information to you by referring you to those
documents; and
-----------------------
*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 (hereinafter, the "Securities Act"), and
the "Note" to Part I of Form S-8.
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- information that we file with the SEC will automatically update and
supersede this incorporated information.
We incorporate by reference the documents listed below which were filed
with the SEC under the Securities Exchange Act of 1934:
a. Our annual report on Form 10-K for the fiscal year ending December 31,
2000;
b. Our quarterly reports on Form 10-Q for the fiscal quarters ended March
31, 2001, June 30, 2001 and September 30, 2001; and
c. The description of the Common Stock included in our Registration
Statement on Form 8-A filed with the Commission on January 21, 1986
and the description of our Renewal Rights Agreement dated as of
September 14, 2000, as set forth on our Form 8-A dated September 23,
2000, including all amendments and reports amending such descriptions.
We also incorporate by reference each of the following documents that we
will file with the SEC after the date of this registration statement until this
offering is completed:
- reports filed under Sections 13(a) and (c) of the Securities Exchange
Act of 1934;
- definitive proxy or information statements filed under Section 14 of
the Securities Exchange Act of 1934 in connection with any subsequent
stockholders' meeting; and
- any reports filed under Section 15(d) of the Securities Exchange Act
of 1934.
You should rely only on information contained or incorporated by reference
in this registration statement. We have not authorized any other person to
provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an offer
to sell these securities in any jurisdiction where the offer or sale is not
permitted.
You may request a copy of any filings referred to above (excluding
exhibits), at no cost, by contacting us at the following address: Investor
Relations, Attention: Michelle Newcomb, Independent Bank Corp., 288 Union
Street, Rockland, Massachusetts 02370, Telephone: (781) 878-6100.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Incorporated herein by reference from our Registration Statement on Form
S-4 (Registration No. 33-00229), as amended.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The following is an index of all exhibits filed as part of this
Registration Statement.
4.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to our annual
report on Form 10-K for the fiscal year ended December 31, 1992).+
4.2 Form of Rights Certificate (filed as Exhibit B to Exhibit 1 to our
Registration Statement on Form 8-A, filed with the Commission on
October 23, 2000).+
4.3 Restated Articles of Organization of Independent Bank Corp. (filed as
Exhibit 3 (i) to our annual report on Form 10-K for the fiscal year
ended December 31, 1993).+
4.4 By-laws, as amended to date, of Independent Bank Corp. (filed as
Exhibit 3 (ii) to our annual report on Form 10-K for the fiscal year
ended December 31, 1990).+
5. Opinion of Choate, Hall & Stewart as to the legality of the shares
being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5).
99. Independent Bank Corp. 1997 Employee Stock Option Plan.+
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+ Previously filed and incorporated by reference.
Item 9. UNDERTAKINGS
(a) Independent Bank Corp. hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with
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respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, as amended (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) Independent Bank Corp. hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of our annual
report pursuant to Section 13(a) or 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 may be permitted to directors, officers and controlling persons of
Independent Bank Corp. pursuant to the foregoing provisions, or otherwise,
Independent Bank Corp. 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 us of expenses incurred or paid by a director, officer or controlling
person of Independent Bank Corp. 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, we will, unless in the opinion
of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Independent
Bank 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 Rockland, Massachusetts, on February 14, 2002.
INDEPENDENT BANK CORP.
By: /S/ DOUGLAS H. PHILIPSEN
------------------------
Douglas H. Philipsen
Chairman of the Board, Chief
Executive Officer and President
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.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ DOUGLAS H. PHILIPSEN Chairman of the Board, February 14, 2002
------------------------ Chief Executive Officer
Douglas H. Philipsen and President
/S/ RICHARD S. ANDERSON Director February 14, 2002
-----------------------
Richard S. Anderson
/S/ W. PAUL CLARK Director February 14, 2002
-----------------
W. Paul Clark
/S/ ROBERT L. CUSHING Director February 14, 2002
---------------------
Robert L. Cushing
/S/ ALFRED L. DONOVAN Director February 14, 2002
---------------------
Alfred L. Donovan
/S/ E. WINTHROP HALL Director February 14, 2002
--------------------
E. Winthrop Hall
/S/ KEVIN J. JONES Director February 14, 2002
------------------
Kevin J. Jones
/S/ RICHARD H. SGARZI Director February 14, 2002
---------------------
Richard H. Sgarzi
/S/ WILLIAM J. SPENCE Director February 14, 2002
---------------------
William J. Spence
/S/ JOHN H. SPURR JR. Director February 14, 2002
---------------------
John H. Spurr Jr.
/S/ ROBERT D. SULLIVAN Director February 14, 2002
----------------------
Robert D. Sullivan
/S/ THOMAS J. TEUTEN Director February 14, 2002
--------------------
Thomas J. Teuten
INDEX TO EXHIBITS
EXHIBIT
NUMBER
4.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to our
annual report on Form 10-K for the fiscal year ended December
31, 1992).+
4.2 Form of Rights Certificate (filed as Exhibit B to Exhibit 1 to
our Registration Statement on Form 8-A, filed with the
Commission on September 23, 2000).+
4.3 Restated Articles of Organization of Independent Bank Corp.
(filed as Exhibit 3 (i) to our annual report on Form 10-K for
the fiscal year ended December 31, 1993).+
4.4 By-laws, as amended to date, of Independent Bank Corp.
(filed as Exhibit 3 (ii) to our annual report on Form 10-K for
the fiscal year ended December 31, 1990).+
5. Opinion of Choate, Hall & Stewart as to the legality of the
shares being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5).
99. Independent Bank Corp. 1997 Employee Stock Option Plan.
---------------
+ Previously filed and incorporated by reference.