As filed with the Securities and Exchange Commission on June 19, 2003
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
(Address of Principal Executive Offices) (Zip Code)
FLEETBOSTON FINANCIAL SAVINGS PLAN
(Full title of the plan)
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GARY A. SPIESS, ESQ. JANICE B. LIVA, ESQ.
Executive Vice President, General Counsel and Deputy General Counsel and Assistant
Secretary 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)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share(1) Price(1) Fee(1)
---------------- ---------- --------- --------- -------
Common Stock, par value
$.01 per share(2) 7,000,000 $30.35 $212,450,000 $17,188
shares(3)
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
June 13, 2003.
(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.
PURSUANT TO RULE 429, THE PROSPECTUS USED IN CONNECTION WITH THE SECURITIES
COVERED BY THIS REGISTRATION STATEMENT ALSO RELATES TO 958,584 SHARES OF COMMON
STOCK PREVIOUSLY REGISTERED UNDER REGISTRATION STATEMENT NO.
33-19425, AND THIS CONSTITUTES A POST-EFFECTIVE AMENDMENT TO SUCH
REGISTRATION STATEMENT.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of 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, 2002;
(b) The Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 2003;
(c) The Registrant's current reports on Form 8-K filed January 10,
2003, January 16, 2003, February 18, 2003, and April 16, 2003;
(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 Savings 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.
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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;
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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 (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.
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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 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
19th day of June, 2003.
FLEETBOSTON FINANCIAL CORPORATION
By: /s/ CHARLES K. GIFFORD
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Charles K. Gifford
Chairman and Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints
the Chairman, the President, the Chief Financial Officer, the Chief Accounting
Officer or the Secretary, or any of them, acting alone, as his true and lawful
attorney-in-fact, with full power and authority to execute in the name, place
and stead of each such person in any and all capacities and to file, an
amendment or amendments to the Registration Statement (and all exhibits thereto)
and any documents relating thereto, which amendments may make such changes in
the Registration Statement as said officer or officers so acting deem(s)
advisable.
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 19th day of June, 2003.
SIGNATURE TITLE
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/s/ CHARLES K. GIFFORD 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.
/s/ ERNEST L. PUSCHAVER Chief Accounting Officer
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Ernest L. Puschaver
/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
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SIGNATURE TITLE
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/s/ KIM B. CLARK Director
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Kim B. Clark
/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/ GARY L. COUNTRYMAN Director
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Gary L. Countryman
/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/ TERRENCE MURRAY Director
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Terrence Murray
/s/ DONALD F. MCHENRY Director
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Donald F. McHenry
/s/ MICHAEL B. PICOTTE Director
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Michael B. Picotte
/s/ FRANCENE S. RODGERS Director
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Francene S. Rodgers
/s/ THOMAS M. RYAN Director
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Thomas M. Ryan
/s/ T. JOSEPH SEMROD Director
--------------------------------------
T. Joseph Semrod
/s/ PAUL R. TREGURTHA Director
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Paul R. Tregurtha
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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
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 19th day of June, 2003.
FLEETBOSTON FINANCIAL SAVINGS PLAN
By: /s/ PATRICIA CALLAHAN FAY
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Patricia Callahan Fay
Director of Benefits Planning
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EXHIBIT INDEX
Exhibit
Number Exhibit
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5.1 Opinion of Edwards & Angell LLP
5.2 IRS Determination Letter regarding the Plan
23.1 Consent of PricewaterhouseCoopers LLP (the Registrant)
23.2 Consent of Ernst & Young LLP (the Plan)
23.3 Consent of Edwards & Angell LLP (included in opinion filed as
Exhibit 5.1)
24 Power of Attorney of certain officers and directors of the
Registrant (included on the signature pages hereto)