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As filed with the Securities and Exchange Commission on March 1, 2001
Registration No. 333-50346
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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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
(617) 434-2200
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
UJB FINANCIAL CORP. 1990 STOCK OPTION PLAN
SUMMIT BANCORP. 1993 INCENTIVE STOCK AND OPTION PLAN
SUMMIT BANCORP. 1999 NON-EXECUTIVE OPTION PLAN
CONVERTED BNJ STOCK OPTION PLAN OF UJB FINANCIAL CORP.
CONVERTED B.M.J. FINANCIAL CORP. STOCK OPTION PLAN OF SUMMIT BANCORP.
CONVERTED COLLECTIVE BANCORP INC. STOCK OPTION PLAN OF SUMMIT BANCORP.
CONVERTED SUMMIT BANCORPORATION STOCK OPTION PLAN OF SUMMIT BANCORP.
CONVERTED NSS BANCORP INC. STOCK OPTION PLAN OF SUMMIT BANCORP.
CONVERTED NEW CANAAN BANK & TRUST STOCK OPTION PLAN OF SUMMIT BANCORP.
CONVERTED PRIME BANCORP, INC. INCENTIVE STOCK OPTION PLAN OF SUMMIT BANCORP.
CONVERTED NEW MILFORD BANK AND TRUST COMPANY STOCK OPTION PLANS
OF SUMMIT BANCORP.
EMPLOYMENT AND RETENTION AGREEMENT OPTIONS GRANTED TO CERTAIN FORMER
EXECUTIVES OF HOWARD LAWSON LLC
(Full titles of the plans)
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, 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
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 on Form S-8 amends the Registration
Statement on Form S-4 (File No. 333-50346) (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 Summit Bancorp., a New Jersey corporation ("Summit") 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, 190,093,245 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 $0.80 per share, of Summit ("Summit Common Stock") and those shares which
are necessary to be distributed, or reserved for issuance, to Summit employees
in connection with certain employee benefit plans of Summit 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 Summit stock options
exercisable for Summit 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
Summit stock options.
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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
Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
are incorporated by reference in this Registration Statement:
(a) The Registrant's latest Annual Report filed on Form 10-K for
the fiscal year ended December 31, 2000;
(b) The Registrant's current report on Form 8-K filed January
17, 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.
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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered hereby will be passed upon
for the Registrant by Edwards & Angell, LLP, 101 Federal Street, Boston,
Massachusetts 02110-1800. V. Duncan Johnson, a partner of Edwards & Angell, LLP,
is a director of Fleet Bank (RI), National Association, one of the Registrant's
wholly-owned subsidiaries, and beneficially owns 9,856 shares of FleetBoston
Common Stock.
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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
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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.
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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 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 March 1, 2001.
FLEETBOSTON FINANCIAL CORPORATION
By: /S/ WILLIAM C. MUTTERPERL
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William C. Mutterperl
Executive Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 on Form S-8 has been signed by the true and
lawful attorney-in-fact for the following persons in the capacities indicated on
March 1, 2001.
SIGNATURE TITLE
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/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
President of Corporate and Global Banking and Director
/s/HENRIQUE C. MEIRELLES*
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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
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/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
/s/ ROBERT M. KAVNER* 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
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/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
/s/ JOHN W. ROWE* Director
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John W. Rowe
/s/ THOMAS M. RYAN* 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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*By: /s/ WILLIAM C. MUTTERPERL
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William C. Mutterperl
Attorney-in-fact
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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)
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* Previously filed