As filed with the Securities and Exchange Commission on September 26, 2002
Registration No. 333-44517
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
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)
--------------------------------------------------------------------------
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)
FLEETBOSTON FINANCIAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
-------------------
GARY A. SPIESS, ESQ. JANICE B. LIVA, ESQ.
Executive Vice President, General Counsel and Secretary Deputy General Counsel and Assistant Secretary
FLEETBOSTON FINANCIAL CORPORATION FLEETBOSTON FINANCIAL CORPORATION
100 FEDERAL STREET 100 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110 BOSTON, MASSACHUSETTS 02110
617-434-2870 617-434-8630
(Names, addresses and telephone numbers, including area codes, of
agents for service)
-------------------------------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================
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)
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share (2) 350,000 shares (3) $20.51 $7,178,500.00 $661.00
--------------------------------------------------------------------------------------------------------------------
Participation Interests (4) (4) (4) (4)
====================================================================================================================
(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 September 24, 2002.
(2) Including preferred share purchase rights.
(3) This Registration Statement also covers such indeterminate amount of
securities as may be offered or sold pursuant to the plan to prevent
dilution, pursuant to Rule 416(a).
(4) Pursuant to Rule 416(c), this Registration Statement also covers
an indeterminate amount of interests to be offered or sold
pursuant to the plan. Pursuant to Rule 457(h)(2), no additional
fee is required.
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, 2001;
(b) The Registrant's quarterly reports on Form 10-Q for the
quarters ended March 31, 2002 and June 30, 2002;
(c) The Registrant's current reports on Form 8-K filed January
29, 2002, March 12, 2002, April 16, 2002, July 2, 2002, July
15, 2002 and August 14, 2002;
(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
(e) The description of the Preferred Share Purchase Rights
contained in the Registration Statement on Form 8-A dated
November 7, 2000.
The FleetBoston Financial Corporation Employee Stock Purchase Plan
(the "Plan") hereby incorporates by reference into this Registration Statement
the Plan's Annual Report on Form 11-K for the fiscal year ended December 31,
2001, as heretofore filed with the Commission.
All documents subsequently filed by the Registrant or the 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.
II-2
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
II-3
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 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.
II-4
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 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
25th day of September, 2002.
FLEETBOSTON FINANCIAL CORPORATION
By: /s/ CHARLES K. GIFFORD
-------------------------------------
Charles K. Gifford
President and Chief Executive Officer
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 25th day of September, 2002.
SIGNATURE TITLE
--------- -----
/s/ TERRENCE MURRAY Chairman of the Board and Director
-----------------------------------------------------
Terrence Murray
/s/ CHARLES K. GIFFORD President, Chief Executive Officer and Director
-----------------------------------------------------
Charles K. Gifford
/s/ EUGENE M. MCQUADE Vice Chairman and Chief Financial Officer
-----------------------------------------------------
Eugene M. McQuade
/s/ ERNEST L. PUSCHAVER Chief Accounting Officer
-----------------------------------------------------
Ernest L. Puschaver
/s/ JOEL B. ALVORD* Director
-----------------------------------------------------
Joel B. Alvord
/s/ WILLIAM BARNET, III* Director
-----------------------------------------------------
William Barnet, III
----------------------------------------------------- Director
Daniel P. Burnham
----------------------------------------------------- Director
Kim B. Clark
II-5
SIGNATURE TITLE
--------- -----
/s/ PAUL J. CHOQUETTE, JR.* Director
-----------------------------------------------------
Paul J. Choquette, Jr.
/s/ JOHN T. COLLINS* Director
-----------------------------------------------------
John T. Collins
----------------------------------------------------- Director
Gary L. Countryman
Director
-----------------------------------------------------
T. J. Dermot Dunphy
----------------------------------------------------- Director
Marian L. Heard
/s/ ROBERT M. KAVNER* Director
-----------------------------------------------------
Robert M. Kavner
----------------------------------------------------- Director
Thomas J. May
----------------------------------------------------- Director
Donald F. McHenry
/s/ MICHAEL B. PICOTTE* Director
-----------------------------------------------------
Michael B. Picotte
----------------------------------------------------- Director
Francene S. Rodgers
/s/ THOMAS M. RYAN* Director
-----------------------------------------------------
Thomas M. Ryan
----------------------------------------------------- Director
T. Joseph Semrod
/s/ PAUL R. TREGURTHA* Director
-----------------------------------------------------
Paul R. Tregurtha
----------------------
* By: /s/ GARY A. SPIESS
-------------------------------------------
Gary A. Spiess, Attorney-in-Fact
II-6
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
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 25th day of September, 2002.
FLEETBOSTON FINANCIAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ PATRICIA CALLAHAN FAY
---------------------------------
Patricia Callahan Fay
Director of Benefits Planning
II-7
EXHIBIT INDEX
Exhibit
Number Exhibit
4 FleetBoston Financial Corporation Employee Stock Purchase Plan
(July 1, 2000 Restatement).
23.1 Consent of PricewaterhouseCoopers LLP (the Registrant)
23.2 Consent of Ernst & Young LLP (the Plan)
24 Power of Attorney of certain officers and directors of the
Registrant*
-----------------------------
* Previously filed.