As filed with the Securities and Exchange Commission on February 2, 2004
Registration No. 333-109379
---------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-4
ON FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FLEETBOSTON FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
RHODE ISLAND 05-0341324
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
(617) 434-2200
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
PROGRESS FINANCIAL CORPORATION 2000 INCENTIVE STOCK OPTION PLAN
PROGRESS FINANCIAL CORPORATION AMENDED AND RESTATED 1993 STOCK INCENTIVE PLAN
AMENDED AND RESTATED 1993 DIRECTORS' STOCK OPTION PLAN
(Full titles of the plans)
GARY A. SPIESS, ESQ.
Executive Vice President, General Counsel and Secretary
FLEETBOSTON FINANCIAL CORPORATION
100 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
617-434-9587
(Names, addresses, including zip codes, 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
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 on Form S-8 amends the Registration
Statement on Form S-4 (File No. 333-109379) (the "Original Registration
Statement") which was previously filed by FleetBoston Financial Corporation, a
Rhode Island Corporation (the "Registrant") in connection with the merger (the
"Merger") of Progress Financial Corporation, a Delaware corporation ("Progress")
with and into the Registrant, with the Registrant as the surviving corporation
in the Merger. The Original Registration Statement, as amended by this
Post-Effective Amendment No. 1, is referred to herein as the "Registration
Statement." In connection with the filing of the Original Registration
Statement, $241,360,482 maximum aggregate offering price for shares of the
common stock, par value $0.01 per share, of the Registrant ("FleetBoston Common
Stock") were registered with the Securities and Exchange Commission (the
"Commission") and the applicable fee was paid. The number of shares so
registered pursuant to the Original Registration Statement were those shares
which were expected to be distributed to the holders of the common stock, par
value $1.00 per share, of Progress ("Progress Common Stock") and those shares
which are necessary to be distributed, or reserved for issuance, to Progress
employees in connection with certain employee benefit plans of Progress in
effect at the time of the Merger, as listed on the cover of this Post-Effective
Amendment No. 1. Pursuant to the terms of the Merger, all outstanding Progress
stock options exercisable for Progress Common Stock were converted into stock
options exercisable for FleetBoston Common Stock after the effective time of the
Merger based on a formula which was described in the Original Registration
Statement and will be described in the offering materials sent to the holders of
such Progress stock options.
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 Commission
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report filed on Form 10-K for the
fiscal year ended December 31, 2002;
(b) The Registrant's Quarterly Reports filed on Form 10-Q for
the fiscal quarters ended March 31, 2003, June 30, 2003 and
September 30, 2003;
(c) The Registrant's current reports on Form 8-K filed on
January 10, 2003, January 16, 2003, February 18, 2003, April 16,
2003, July 16, 2003,July 31, 2003, October 16, 2003, October 28,
2003, December 8, 2003 and January 15, 2004;
(d) 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, and any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant 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. This incorporation by reference shall
not be deemed to incorporate by reference any information
furnished pursuant to Item 9 or Item 12 of any current report on
Form 8-K, unless specifically provided in such report.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable
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:
(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 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.
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 on Form S-8 to Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Boston, and the
Commonwealth of Massachusetts, on January 30, 2004.
FLEETBOSTON FINANCIAL CORPORATION
By: /s/Robert C. Lamb, Jr.
-------------------------------------
Robert C. Lamb, Jr.
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 30th day of January, 2004.
Signature Title
--------- -----
* Chairman of the Board, Chief Executive Officer
----------------------------- and Director
Charles K. Gifford
/s/ Robert C. Lamb, Jr. Executive Vice President and Chief Financial
----------------------------- Officer
Robert C. Lamb, Jr.
* Chief Accounting Officer
-----------------------------
Ernest L. Puschaver
* Director
-----------------------------
Joel B. Alvord
* Director
-----------------------------
William Barnet, III
* Director
-----------------------------
Daniel P. Burnham
* Director
-----------------------------
Kim B. Clark
* Director
-----------------------------
Paul J. Choquette, Jr.
* Director
-----------------------------
John T. Collins
Director
-----------------------------
Gary L. Countryman
* Director
-----------------------------
Marian L. Heard
Director
-----------------------------
Robert M. Kavner
* Director
-----------------------------
Thomas J. May
Director
-----------------------------
Terrence Murray
* Director
-----------------------------
Donald F. McHenry
* Director
-----------------------------
Michael B. Picotte
* Director
-----------------------------
Francene S. Rodgers
* Director
-----------------------------
Thomas M. Ryan
* Director
-----------------------------
T. Joseph Semrod
----------------------------- Director
Paul R. Tregurtha
*By: Robert C. Lamb, Jr.
/s/ Robert C. Lamb, Jr.
-----------------------------
Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number Exhibit
5 Opinion of Edwards & Angell, LLP as to legality*
23(a) Consent of Edwards & Angell, LLP (included in Exhibit 5)*
23(b) Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney (included on page II-4 of the Original
Registration Statement)
* Previously filed