SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Banknorth Group, Inc.
______________________________________________________
(Exact name of Registrant as specified in its charter)
Maine 01-0437984
_______________________________ ____________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 9540
Two Portland Square
Portland, Maine 04112-9540
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(Address of principal executive offices)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file numbers to which this form
relates: Not applicable
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
__________________________________ __________________________________
Common Stock, par value $.01 New York Stock Exchange, Inc.
per share, and the related
Preferred Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant's Securities to be Registered
Common Stock
The information relating to the common stock, par value
$.01 per share (the "Common Stock"), of Banknorth Group,
Inc. ("Banknorth" or the "Company") required by Item 202 of
Regulation S-K is hereby incorporated by reference to the
information presented under the caption "Description of
Banknorth Capital Stock - Banknorth Common Stock" in the
Prospectus/Proxy Statement included in Pre-Effective
Amendment No. 1 to the Registration Statement on Form S-4
(Registration No. 333-100095) filed with the SEC on
September 25, 2002 and declared effective on October 7,
2002.
Preferred Stock Purchase Rights
The information relating to the preferred stock
purchase rights issued pursuant to the Stockholder Rights
Agreement, as amended and restated as of July 25, 2000,
between the Company and American Stock Transfer & Trust
Company, as rights agent, required by Item 202 of Regulation
S-K is hereby incorporated by reference to the Company's
Registration Statement on Form 8-A/A filed with the SEC on
July 25, 2000 under the Securities Exchange Act of 1934.
Item 2. Exhibits
The following exhibits are filed as part of this Registration
Statement:
Exhibit No. Exhibit Location
----------- ------- --------
3(a)(1) Amended and Restated Articles of
Incorporation of Banknorth (1)
3(a)(2) Amendments to the Articles of Incorporation
of Banknorth (2)
3(b) Bylaws of Banknorth (3)
4(a) Specimen Common Stock certificate (4)
4(b) Stockholder Rights Agreement, dated as of (5)
September 12, 1989 and amended and restated
as of July 27, 1999 and as of July 25, 2000,
between Banknorth and American Stock Transfer
& Trust Company, as Rights Agent
4(c) Instruments defining the rights of security
holders, including indentures (6)
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99(a) Banknorth's Annual Report on Form 10-K for (7)
the year ended December 31, 2001
99(b) Banknorth's Quarterly Report on Form 10-Q for (8)
the three months ended June 30, 2002
99(c) Banknorth's definitive proxy statement dated (9)
March 22, 2002 for the 2002 Annual Meeting of
Stockholders
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(1) Incorporated by reference to Exhibit A to the Agreement and
Plan of Merger, dated as of October 27, 1997, between Banknorth
and CFX Corporation, which agreement is included as Exhibit A to
the Prospectus/Proxy Statement included in the Registration
Statement on Form S-4 (No. 333-23991) filed by Banknorth with the
SEC on December 31, 1997.
(2) Exhibits are incorporated by reference to (i) the proxy
statement filed by Banknorth with the SEC on March 23, 1998, (ii)
the proxy statement filed by Banknorth with the SEC on March 22,
2002 and (iii) the Registration Statement on Form S-4 (No. 333-
95587) filed by Banknorth with the SEC on January 28, 2000, which
describes an amendment which changed the name of the registrant
to "Banknorth Group, Inc."
(3) Exhibit is incorporated by reference to the Annual Report on
Form 10-K filed by Banknorth for the year ended December 31,
2000.
(4) Exhibit is incorprated by reference to the Registration
Statement Form S-4 (No. 333-95587) filed by Banknorth with the
SEC on January 28, 2000.
(5) Exhibit is incorporated by reference to the Registration
Statement on Form 8-A/A filed by Banknorth with the SEC on July
28, 2000.
(6) Banknorth has no instruments defining the rights of holders
of its long-term debt where the amount of securities authorized
under any such instrument exceeds 10% of the total assets of
Banknorth and its subsidiaries on a consolidated basis.
Banknorth hereby agrees to furnish a copy of any such instrument
to the SEC upon request.
(7) Filed with the SEC on March 20, 2002.
(8) Filed with the SEC on August 13, 2002.
(9) Filed with the SEC on March 20, 2002.
All exhibits will be supplied to the New York Stock Exchange.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
BANKNORTH GROUP, INC.
Date: October 22, 2002 By: /s/Peter J. Verrill
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Peter J. Verrill
Senior Executive Vice President, Chief
Operating Officer and Chief Financial
Officer
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