Form S-8 Bancorp Rhode Island, Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BANCORP RHODE ISLAND, INC.
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(Exact name of registrant as specified in its charter)
Rhode Island 05-0509802
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
One Turks Head Place, Providence, Rhode Island 02903
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(Address of Principal Executive Offices) (Zip Code)
2002 Equity Incentive Plan
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(Full title of the plans)
Merrill W. Sherman, President
Bancorp Rhode Island, Inc.
One Turks Head Place
Providence, RI 02903
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(Name and address of agent for service)
(401) 456-5000
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(Telephone number, including area code, of agent for service)
Copy to:
Margaret D. Farrell, Esq.
Hinckley, Allen & Snyder LLP
1500 Fleet Center
Providence, Rhode Island 02903
(401) 274-2000
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered (1) per share(2) offering price fee
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Common Stock 25,000 $35.00 $875,000 $110.86
(par value
$0.01)
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(1) Based solely on the number of shares of common stock, par value $0.01 per
share (the "Common Stock"), of Bancorp Rhode Island, Inc. (the
"Registrant") reserved for issuance upon exercise of options granted or to
be granted pursuant to the above named stock option plans (the "Plans"). In
addition to such shares, this Registration Statement covers an undetermined
number of shares of Common Stock of the Registrant that, by reason of
certain events specified in the Plans, may become issuable upon exercise of
options through the application of certain anti-dilution provisions.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), pursuant to which a total of 25,000 shares of
the Registrant's Common Stock that may be acquired upon exercise of options
to be granted are deemed to be offered at $35.00 per share, the average of
the high and low prices of the Registrant's Common Stock as reported by The
Nasdaq Stock Market(R)on August 13, 2004.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission (the
"Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
Note: The documents containing the information specified in this Part I
will be sent or given to Plan participants as specified by Rule 428(b)(1). Such
documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this Form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").
Registration of Additional Shares
The Registrant filed an initial Registration Statement with the Commission
on May 24, 2002 on Form S-8, incorporated herein by reference, relating to the
Registrant's 2002 Incentive and Nonqualified Stock Option Plan, as amended and
renamed the 2002 Equity Incentive Plan (the "2002 Plan"), and the Non-Employee
Directors Stock Plan, as amended (the "Directors Plan"), registering 200,000
shares of Common Stock reserved for issuance upon exercise of options granted or
to be granted under the 2002 Plan and an additional 25,000 shares of common
stock reserved for issuance upon exercise of options granted or to be granted
under the Directors Plan. The Registrant subsequently filed a Registration
Statement with the Commission on July 17, 2003 registering an additional 75,000
shares issuable under the 2002 Plan increasing the total authorized shares
issuable under the 2002 Plan from 200,000 to 275,000. Pursuant to Section 4.2 of
the 2002 Plan, the number of shares of Common Stock authorized for issuance
under the 2002 Plan has been automatically increased from 275,000 to 300,000.
This Registration Statement shall serve to register the additional 25,000 shares
issuable under the 2002 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information heretofore filed with the
Commission by the Registrant are incorporated by reference in this registration
statement:
(1) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed under Section 12 of the
Securities Exchange Act of 1934, as amended ("Exchange Act") on Form 8-A,
including all amendments or reports filed for the purpose of updating such
description.
(2) The Annual Report of the Registrant on Form 10-K for the fiscal year ended
December 31, 2003.
(3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2004.
(4) The Registrant's Definitive Proxy Statement filed with the Commission on
April 13, 2004 in connection with the Registrant's Annual Meeting of
Shareholders held on May 19, 2004.
(5) The Registrant's Current Report on Form 8-K filed with the Commission on
April 20, 2004
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the end of the fiscal year ended December
31, 2003 and prior to the date of the termination of the offering of the Common
Stock offered hereby shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be 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 document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
The Registrant will provide without charge to each person to whom a
Prospectus is delivered, upon written or oral request of any such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents). Written requests should be directed to Albert
R. Rietheimer, Chief Financial Officer, Bank Rhode Island, One Turks Head Place,
Providence, Rhode Island 02903. Telephone requests may be directed to (401)
456-5000.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the validity of the shares of
Common Stock offered hereby have been passed upon for the Registrant by
Hinckley, Allen & Snyder LLP, 1500 Fleet Center, Providence, Rhode Island
02903. Margaret D. Farrell, a partner of Hinckley, Allen & Snyder LLP, is
the Secretary of the Registrant and a member of the Registrant's Board of
Directors.
Item 6. Indemnification of Directors and Officers.
Item 20. "Indemnification of Directors and Officers" of Part II of the Form
S-4 Registration Statement declared effective by the Commission on April 13,
2000, including all amendments or reports filed for the purpose of updating such
information, is hereby incorporated by reference in this registration statement.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
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5 Opinion of Hinckley, Allen & Snyder LLP
23.1 Consent of KPMG LLP
23.2 Consent of Hinckley, Allen & Snyder LLP
(contained in their opinion filed as Exhibit 5)
24 Power of Attorney (included on signature page of
this Registration Statement)
Item 9. Undertakings.
1. Rule 415 offering. The undersigned Registrant hereby undertakes:
a. 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; 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
(a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and 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
15(d) of the Exchange Act that are incorporated by reference
in the registration statement.
b. That, for the purpose of determining 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.
c. 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.
2. Filings incorporating subsequent Exchange Act documents by reference. 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 (and,
where applicable, each filing of an employee benefit 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 therein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
3. Incorporated annual and quarterly reports. The undersigned registrant
hereby undertakes to deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide
such interim financial information.
4. Requests for acceleration of effective date or filing of registration
statement on Form S-8. 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 for 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 AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Providence, State of Rhode Island, on the 20th day of
July, 2004.
BANCORP RHODE ISLAND, INC.
By: /s/ Merrill W. Sherman
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Merrill W. Sherman
President and Chief Executive Officer
We, the undersigned officers and directors of Bancorp Rhode Island, Inc.,
in the City of Providence, Rhode Island hereby severally constitute and appoint
Merrill W. Sherman and Albert R. Rietheimer our true and lawful attorneys with
full power of substitution together, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all pre-effective and post-effective
amendments to said Registration Statement, and generally to do all such things
in our names and on our behalf in our capacities as officers and directors to
enable Bancorp Rhode Island, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any one of them, to said Registration
Statement and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
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/s/ Merrill W. Sherman President and Chief Executive Officer; July 20, 2004
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Merrill W. Sherman Director
/s/ Albert R. Rietheimer Chief Financial Officer and Treasurer July 20, 2004
------------------------ Principal Financial and Accounting
Albert R. Rietheimer Officer)
/s/ Karen Adams Director July 20, 2004
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Karen Adams
/s/ Anthony F. Andrade Director July 20, 2004
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Anthony F. Andrade
/s/ John R. Berger Director July 20, 2004
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John R. Berger
/s/ Malcolm G. Chace Director July 20, 2004
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Malcolm G. Chace
/s/ Ernest J. Chornyei, Jr. Director July 20, 2004
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Ernest J. Chornyei, Jr.
/s/ Meredith A. Curren Director July 20, 2004
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Meredith A. Curren
/s/ Karl F. Ericson Director July 20, 2004
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Karl F. Ericson
/s/ Margaret D. Farrell Director July 20, 2004
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Margaret D. Farrell
/s/ Mark R. Feinstein Director July 20, 2004
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Mark R. Feinstein
/s/ Edward J. Mack, II Director July 20, 2004
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Edward J. Mack II
/s/ Bogdan Nowak Director July 20, 2004
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Bogdan Nowak
/s/ Pablo Rodriguez Director July 20, 2004
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Pablo Rodriguez
/s/ Cheryl W. Snead Director July 20, 2004
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Cheryl W. Snead
/s/ John A. Yena Director July 20, 2004
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John A. Yena
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
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5 Opinion of Hinckley, Allen &
Snyder LLP
23.1 Consent of KPMG LLP
23.2 Consent of Hinckley, Allen &
Snyder LLP (contained in their
opinion filed as Exhibit 5)
24 Power of Attorney (included on
signature page of this Registration
Statement)
Exhibit 5
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August 17, 2004
Bancorp Rhode Island, Inc.
One Turks Head Place
Providence, RI 02903
RE: 2004 Registration Statement on Form S-8 for Issuance of Additional Shares
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under the 2002 Equity Incentive Plan.
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Ladies and Gentlemen:
We have acted as counsel to Bancorp Rhode Island, Inc., a Rhode Island
corporation (the "Company"), in connection with the filing by the Company of the
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission relating to an additional Twenty-Five
Thousand (25,000) shares of the Company's common stock, par value $0.01 per
share (the "Common Stock"), issuable pursuant to the Company's 2002 Equity
Incentive Plan, as amended (the "Plan").
In connection with this opinion, we have examined the Company's Articles of
Incorporation, the By-laws of the Company, the Registration Statement, corporate
proceedings of the Company relating to the issuance of the Common Stock, the
Plan and such other instruments and documents as we have deemed relevant under
the circumstances.
In making the aforesaid examination, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies furnished to
us as original or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that the Common
Stock which may be issued under the Plan has been duly authorized and when
issued in accordance with the terms of the Plan will be validly issued, fully
paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an exhibit to
the Registration Statement. This opinion is rendered to you in connection with
the Registration Statement, and except as consented to in the preceding
sentence, may not be relied upon or furnished to any other person in any
context. In giving such consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Hinckley, Allen & Snyder LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Bancorp Rhode Island, Inc.
We consent to incorporation by reference in the registration statement on Form
S-8 of Bancorp Rhode Island, Inc. of our report dated February 27, 2004,
relating to the consolidated balance sheets of Bancorp Rhode Island, Inc. and
subsidiaries as of December 31, 2003 and 2002, and the related consolidated
statements of operations, changes in shareholders' equity and cash flows for
each of the years in the three-year period ended December 31, 2003, which report
appears in the Annual Report on Form 10-K.
/s/ KPMG LLP
Providence, Rhode Island
August 17, 2004