As filed with the Securities and Exchange Commission on July 18, 2003
Registration Statement No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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WASHINGTON TRUST BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Rhode Island 05-0404671
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
23 Broad Street
Westerly, Rhode Island 02891
(Address of Principal Executive Offices)
Washington Trust Bancorp, Inc. 2003 Stock Incentive Plan
(Full Title of the Plan)
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John C. Warren
Chairman and Chief Executive Officer
Washington Trust Bancorp, Inc.
23 Broad Street
Westerly, Rhode Island 02891
(401) 348-1200
(Name, Address and Telephone Number Including Area Code, of Agent for Service)
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copy to:
Paul W. Lee, P.C.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
========================= ==================== ======================= ====================== ======================
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price per Aggregate Offering Amount of
Registered Registered(1) Share(2) Price(2) Registration Fee
========================= ==================== ======================= ====================== ======================
Common Stock, 600,000 $25.04 $15,024,000 $1,215.44
$0.0625 par value
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(1) Plus such additional number of shares as may be required pursuant to the
2003 Stock Incentive Plan in the event of a stock dividend, reverse stock
split, split-up, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act of 1933, as amended, solely for the purpose of determining the amount
of the registration fee and is based upon the market value of outstanding
shares of Washington Trust Bancorp, Inc.'s common stock on July 15, 2003,
using the average of the high and low sale prices reported on the Nasdaq
National Market System on that date.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The information required by Part I to be contained in the Section 10(a)
prospectus is not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this registration statement on Form S-8
(the "Registration Statement") in accordance with Rule 428 under the Securities
Act of 1933, as amended (the "Securities Act") and the Introductory Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Washington Trust Bancorp, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents, each of
which has been previously filed with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):
(a) the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, filed with the Commission on March 20, 2003;
(b) the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2003, filed with the Commission on May 14, 2003; and
(c) the description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on January 10,
1985, and any amendments or reports filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or 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.*
* The Registrant's Common Stock is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is a publicly-owned, registered bank holding company,
organized in 1984 under the laws of the State of Rhode Island, whose
subsidiaries are permitted to engage in banking and other financial services and
businesses. Reference is made to Section 7-1.1-4.1, as amended, of the General
Laws of Rhode Island (the "General Laws"), which provides that a corporation
generally has the power to indemnify directors, officers, employees and agents
against judgments, penalties, fines, settlements and reasonable expenses,
including attorneys' fees, actually incurred in connection with any threatened,
pending or contemplated action, suit, or proceeding, whether civil, criminal,
administrative or investigative, to which such director, officer, employee or
agent may be 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) in the case of conduct in
his or her official capacity with the corporation, that his or her conduct was
in the corporation's best interests, (b) in all other cases, that his or her
conduct was at least not opposed to its best interests, and (c) in the case of
any criminal proceeding, he or she had no reasonable cause to believe his or her
conduct was unlawful.
In accordance with Section 7-1.1-4.1 of the General Laws, Article Eleventh
of the Restated Articles of Incorporation, as amended, of the Registrant
provides that no director of the Registrant shall be liable to the Registrant or
its stockholders for monetary damages for breach of such director's fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 7-1.1-43 of the General Laws, or (iv) for
any transaction from which the director derived an improper personal benefit
(unless such transaction is permitted by Section 7-1.1-37.1 of the General
Laws).
The Registrant's By-Laws provide for indemnification to the fullest extent
permitted under the General Laws. Specifically, 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 delivers a written affirmation that such person has
met the standards of care required under such provisions to be entitled to
indemnification.
Section 7-1.1-4.1(j) of the General Laws and Section 8.04 of the
Registrant's By-Laws provide that the Registrant shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Registrant, or who, while a
director, officer, employee or agent of the Registrant, is or was serving at the
request of the Registrant as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, other enterprise or employee benefit plan, against any liability asserted
against and incurred by such persons in any such capacity. The Registrant has
obtained insurance covering its directors and officers against losses and
insuring the Registrant against certain of its obligations to indemnify its
directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement:
4.a Restated Articles of Incorporation of the Registrant - Filed as
Exhibit 3.a to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 and incorporated by reference
herein.
4.b Articles of Amendment to the Restated Articles of Incorporation of the
Registrant - Filed as Exhibit 3.b to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 2002 and incorporated
by reference herein.
4.c Amended and Restated By-Laws of the Registrant - Filed as Exhibit 3.c
to the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002 and incorporated by reference herein.
5.a Opinion of Goodwin Procter LLP.*
15.a Letter regarding unaudited interim financial information from KPMG
LLP, as independent accountants.*
23.a Consent of KPMG LLP.*
23.b Consent of Goodwin Procter LLP (included in Exhibit 5.a hereto).
24.a Powers of Attorney (included on signature page hereto).
99.a Washington Trust Bancorp, Inc. 2003 Stock Incentive Plan - Filed as
Exhibit A to the Registrant's Proxy Statement, filed by the Registrant
on March 20, 2003 pursuant to Section 14(a) of the Exchange Act.
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* Filed herewith
Item 9. Undertakings.
(a) The undersigned Registrant 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 Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) herein do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement; 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;
(2) That, for the purpose of determining any liability under the
Securities 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; and
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of 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 Westerly, Rhode Island, on July 17, 2003.
WASHINGTON TRUST BANCORP, INC.
By: John C. Warren
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John C. Warren
Chairman and Chief Executive Officer
By: David V. Devault
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David V. Devault
Executive Vice President, Treasurer and Chief
Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John C.
Warren and David V. Devault and each of them, as her or his true and lawful
attorney-in-fact and agent, with full power of substitution, for her or him and
in her or his name, place and stead, in any and all capacities to sign any or
all amendments or post-effective amendments to this registration statement (or
any registration statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act) and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or her or his substitute may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
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John C. Warren Chairman, Chief Executive Officer July 17, 2003
---------------------- and Director
John C. Warren
David V. Devault Executive Vice President, Treasurer July 17, 2003
---------------------- and Chief Financial Officer
David V. Devault
Gary P. Bennett Director July 17, 2003
----------------------
Gary P. Bennett
Steven J. Crandall Director July 17, 2003
----------------------
Steven J. Crandall
Larry J. Hirsch Director July 17, 2003
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Larry J. Hirsch
Katherine W. Hoxsie Director July 17, 2003
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Katherine W. Hoxsie
Mary E. Kennard Director July 17, 2003
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Mary E. Kennard
Edward J. Mazze Director July 17, 2003
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Edward J. Mazze
Victor J. Orsinger II Director July 17, 2003
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Victor J. Orsinger II
H. Douglas Randall III Director July 17, 2003
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H. Douglas Randall III
Joyce Olson Resnikoff Director July 17, 2003
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Joyce Olson Resnikoff
Patrick J. Shanahan Director July 17, 2003
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Patrick J. Shanahan
James P. Sullivan Director July 17, 2003
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James P. Sullivan
Neil H. Thorp Director July 17, 2003
----------------------
Neil H. Thorp
John F. Treanor Director July 17, 2003
----------------------
John F. Treanor
EXHIBIT INDEX
Exhibit
Number Description
4.a Restated Articles of Incorporation of the Registrant - Filed as
Exhibit 3.a to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000 and incorporated by
reference herein.
4.b Articles of Amendment to the Restated Articles of Incorporation
of the Registrant - Filed as Exhibit 3.b to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
2002 and incorporated by reference herein.
4.c Amended and Restated By-Laws of the Registrant - Filed as Exhibit
3.c to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2002 and incorporated by reference
herein.
5.a Opinion of Goodwin Procter LLP.*
15.a Letter regarding unaudited interim financial information from
KPMG LLP, as independent accountants.*
23.a Consent of KPMG LLP.*
23.b Consent of Goodwin Procter LLP (included in Exhibit 5.a hereto).
24.a Powers of Attorney (included on signature page hereto).
99.a Washington Trust Bancorp, Inc. 2003 Stock Incentive Plan - Filed
as Exhibit A to the Registrant's Proxy Statement, filed by the
Registrant on March 20, 2003 pursuant to Section 14(a) of the
Exchange Act.
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* Filed herewith