As filed with the Securities and Exchange Commission on March 17, 2004

Registration No. 333-100433

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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POST EFFECTIVE AMENDMENT NO. 1

TO

 

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 incorporation or organization)		(I.R.S. Employer Identification No.)
100 FEDERAL STREET, BOSTON, MASSACHUSETTS		02110
(Address of Principal Executive Offices)		(Zip Code)

 

 

FLEETBOSTON FINANCIAL CORPORATION

EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

 

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GARY A. SPIESS, ESQ. Executive Vice President, General Counsel and Secretary FLEETBOSTON FINANCIAL CORPORATION 100 Federal Street Boston, Massachusetts 02110 617-434-2870		JANICE B. LIVA, ESQ. Deputy General Counsel and Assistant Secretary FLEETBOSTON FINANCIAL CORPORATION 100 Federal Street Boston, Massachusetts 02110 617-434-8630

 

 

(Names, addresses and telephone numbers, including area codes, of agents for service)

 

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DEREGISTRATION OF SECURITIES

 

On October 9, 2002, the Registrant filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration Statement No. 333-100433) (the “Form S-8”) registering 4,000,000 shares of the Registrant’s Common Stock, $0.01 par value (the “Shares”), to be issued to participants under the Registrant’s Employee Stock Purchase Plan (the “Plan”). The Plan was terminated after an aggregate of 525,245 Shares were issued to participants under the Form S-8. This Post-Effective Amendment No. 1 to Registration Statement No. 333-100433 on Form S-8 is being filed in order to deregister all Shares that were registered under the Form S-8 and remain unissued under the Plan.

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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 Post-Effective Amendment No. 1 to Registration Statement No. 333-100433 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boston, and the Commonwealth of Massachusetts, on the 17th day of March, 2004.

 

 

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement No. 333-100433 on Form S-8 has been signed by the following persons in the capacities and on the 17th day of March, 2004.

 

Signature		Title
/s/    CHARLES K. GIFFORD* Charles K. Gifford		Chairman and Chief Executive Officer and Director
/s/    EUGENE M. MCQUADE Eugene M. McQuade		President and Chief Operating Officer and Director
/s/    ROBERT C. LAMB, JR. Robert C. Lamb, Jr.		Executive Vice President and Chief Financial Officer
/s/    ERNEST L. PUSCHAVER* Ernest L. Puschaver		Chief Accounting Officer
/s/    JOEL B. ALVORD* Joel B. Alvord		Director
William Barnet, III		Director
/s/    DANIEL P. BURNHAM* Daniel P. Burnham		Director
/s/    KIM B. CLARK* Kim B. Clark		Director

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Signature		Title
/s/    PAUL J. CHOQUETTE, JR.* Paul J. Choquette, Jr.		Director
/s/    JOHN T. COLLINS* John T. Collins		Director
/s/    GARY L. COUNTRYMAN* Gary L. Countryman		Director
/s/    MARIAN L. HEARD* Marian L. Heard		Director
Robert M. Kavner		Director
/s/    THOMAS J. MAY* Thomas J. May		Director
/s/    DONALD F. MCHENRY* Donald F. McHenry		Director
/s/    TERRENCE MURRAY* Terrence Murray		Director
Michael B. Picotte		Director
/s/    FRANCENE S. RODGERS* Francene S. Rodgers		Director
Thomas M. Ryan		Director
T. Joseph Semrod		Director
Paul R. Tregurtha		Director

 

*By:		/s/    GARY A. SPIESS
		Gary A. Spiess, Attorney-in-Fact

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Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have duly caused this Post Effective Amendment No. 1 to Registration Statement No. 333-100433 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and the Commonwealth of Massachusetts, on the 17th day of March, 2004.

 

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EXHIBIT INDEX

 

Exhibit Number		Exhibit
24		Power of Attorney of certain officers and directors of the Registrant*

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* Previously filed.