Registration No.333-______
Filed February 19, 2003
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
Banknorth Group, Inc.
______________________________________________________________________________
(Exact Name of Registrant as specified in its Articles of Incorporation)
Maine 01-0437984
______________________________________________________________________________
(State of incorporation) (IRS Employer Identification No.)
P.O. Box 9540
Two Portland Square
Portland, Maine 04112-9540
______________________________________________________________________________
(Address of principal executive offices, including zip code)
Options to purchase Common Stock of the Registrant issued by the Registrant
pursuant to an Agreement and Plan of Merger, dated as of August 22, 2002,
between the Registrant and American Financial Holdings, Inc. ("American")
(the "Agreement"), upon conversion of outstanding options to purchase Common
Stock of American issued by American under the American 2000 Stock-Based
Incentive Plan, as amended, the American Bank of Connecticut 1984 Stock
Incentive Option Plan, the American Bank of Connecticut 1993 Incentive Stock
Option Plan, the American Bank of Connecticut 1998 Incentive Stock Option
Plan, and the American Bank of Connecticut Directors Stock Option Plan
______________________________________________________________________________
(Full Titles of the Plans)
William J. Ryan Copies to:
Chairman, President and Gerard L. Hawkins, Esq.
Chief Executive Officer Kenneth B. Tabach, Esq.
Banknorth Group, Inc. Elias, Matz, Tiernan & Herrick L.L.P.
P.O. Box 9540 734 15th Street, N.W.
Two Portland Square Washington, D.C. 20005
Portland, Maine 04112-9540 (202) 347-0300
(207) 761-8500
________________________________
(Name, address and telephone number
of agent for service)
Index to Exhibits is located on page 5
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1)(2) Per Share Offering Price Fee
______________________________________________________________________________
Common Stock,
par value $.01 2,403,164(3) $13.66(4) $32,827,220(4) $3,020.10
_____________
(1) Together with an indeterminate number of additional shares
which may be necessary to adjust the number of shares of common
stock, par value $.01 per share ("Common Stock"), of Banknorth
Group, Inc., a Maine corporation ("Banknorth" or the
"Registrant"), registered hereby as a result of a stock split,
stock dividend or similar adjustment of the outstanding Common
Stock.
(2) Preferred stock purchase rights will be distributed without
charge with respect to each share of Common Stock of Banknorth
registered hereby.
(3) Represents the number of shares of Common Stock of Banknorth
reserved for issuance as a result of the conversion of options to
purchase common stock of American Financial Holdings, Inc.
("American"), into options to purchase Common Stock of Banknorth
pursuant to an Agreement and Plan of Merger, dated as of August
22, 2002, between Banknorth and American (the "Agreement").
(4) Estimated solely for the purpose of calculating the
registration fee, which has been calculated pursuant to Rule
457(h) promulgated under the Securities Act. The Proposed
Maximum Offering Price Per Share is equal to the weighted average
exercise price for the options, as converted, to purchase shares
of Common Stock.
__________________________
This Registration Statement shall become effective
automatically upon the date of filing in accordance with Section
8(a) of the Securities Act and 17 C.F.R. Section 230.462.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:
(a) Banknorth's Annual Report on Form 10-K for the year
ended December 31, 2001.
(b) All reports filed by Banknorth pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), since the end of the fiscal year
covered by the Form 10-K referred to in clause (a) above.
(c) The description of the Common Stock of Banknorth
contained in Banknorth's Registration Statement on Form 8-A
(File No. 001-31251) filed with the Commission on October
22, 2002.
(d) All documents filed by Banknorth pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date hereof 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.
Any statement contained in this Registration Statement, 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 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 because the Common Stock is registered under
Section 12 of the Exchange Act.
Item. 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Section 719 of the Maine Business Corporation Act ("MBCA")
sets forth certain circumstances under which directors, officers,
employees and agents may be indemnified against liability which
they may incur in their capacity as such. Indemnification may be
provided against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably
incurred; provided that no indemnification may be provided with
respect to any matter where such person shall have been finally
adjudicated (i) not to have acted honestly or in the reasonable
belief that such action was in or not opposed to the best
interests of the corporation or its shareholders, or (ii) with
respect to any criminal action, to have had reasonable cause to
believe such conduct was unlawful. A corporation may not
indemnify a person with respect to any action or matter by or in
the right of the corporation as to which that person is finally
adjudicated to be liable to the corporation unless the court in
which the action was brought determines that, in view of all the
circumstances, that person is fairly and reasonably entitled to
indemnity for such amounts as the court deems reasonable. To the
extent such person has been successful on the merits or otherwise
in defense of such action, that person shall be entitled to
indemnification. Any indemnification, unless ordered by a court
or required in the corporation's bylaws, shall be made only as
authorized in the specific case upon a determination by the board
of directors that indemnification is proper in the circumstances
and in the best interests of the corporation. Expenses incurred
in defending an action may be paid by the corporation in advance
of the final disposition of that action upon a determination made
that the person seeking indemnification satisfied the standard of
conduct required for indemnification and receipt by the
corporation of a written undertaking by or on behalf of such
person to repay that amount if that person is finally adjudicated
to not have met such standard or not be entitled to such
indemnification. In addition, Section 719 of the MBCA provides
that a corporation may purchase and maintain insurance on behalf
of directors, officers, employees and agents against liability
whether or not the corporation would have the power to indemnify
such person against liability under such section. See Title 13-A
Maine Revised Statutes Annotated 719.
Banknorth's bylaws provide that Banknorth shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or
proceeding by reason of the fact that he or she is or was a
director, officer, employee or agent of Banknorth to the fullest
extent provided by the MBCA, provided that Banknorth shall not be
liable for any amount which may be due to any person in
connection with a settlement of any action or proceeding effected
without its prior written consent or any action or proceeding
initiated by an indemnified person without its prior written
consent, other than an action or proceeding seeking
indemnification from Banknorth.
Banknorth's bylaws provide that Banknorth shall pay the
expenses incurred by an indemnified person in advance of a final
disposition of an action or proceeding upon receipt by Banknorth
of (1) a written undertaking by or on behalf of the indemnified
person to repay such amount if the indemnified person is
ultimately determined not to have acted in the manner required
under the MBCA in order to permit indemnification and (2) a
written affirmation by the indemnified person that the person has
met the requisite standard of conduct for indemnification.
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Directors and officers also may be indemnified pursuant to
the terms of various employee benefit plans of Banknorth. In
addition, Banknorth carries a liability insurance policy for its
directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable because no restricted securities will be
reoffered or resold pursuant to this Registration Statement.
Item 8. Exhibits
The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8 (numbering
corresponds to Exhibit Table in Item 601 of Regulation S-K):
No. Exhibit Page
--- -------- ----
4 Common Stock Certificate (1)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities E-1
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5) --
23.2 Consent of KPMG LLP E-3
24 Power of attorney for any subsequent amendments
(located in the signature pages of this
Registration Statement). --
99.1 American Financial Holdings, Inc. 2000 Stock-Based
Incentive Plan, as amended (2)
99.2 American Bank of Connecticut 1984 Incentive
Stock Option Plan (3)
99.3 American Bank of Connecticut 1993 Incentive
Stock Option Plan (3)
99.4 American Bank of Connecticut 1998 Incentive
Stock Option Plan. (3)
99.5 American Bank of Connecticut Directors Stock
Option Plan (3)
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(1) Incorporated by reference from Banknorth's Registration
Statement on Form S-4 (File No. 333-95587) filed with the
Commission on January 28, 2000.
(2) Incorporated by reference from Appendix A to the
definitive proxy statement (File No. 000-27399) filed by
American Financial Holdings, Inc. with the Commission on
April 24, 2000
(3) Incorporated by reference from the Registration Statement
on Form S-8 (File No. 333-81422) filed by American Financial
Holdings, Inc. with the Commission on January 25, 2002.
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Item 9. Undertakings.
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 of 1933,
(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 in such information in the Registration
Statement; provided, however, that clauses (i) and (ii) do
not apply if the information required to be included in a
post-effective amendment by those clauses 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 the Registration Statement.
2. That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
4. That, for the purposes of determining any
liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or
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.
5. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 of 1933 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 of 1933 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 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 Portland, State of Maine, on this 18th day of
February 2003.
BANKNORTH GROUP, INC.
By: /s/ William J. Ryan
-----------------------------
William J. Ryan,
Chairman, 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 dates indicated. Each
person whose signature appears below hereby makes, constitutes
and appoints William J. Ryan his or her true and lawful attorney,
with full power to sign for such person and in such person's name
and capacity indicated below, and with full power of substitution
any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be
signed by said attorney to any and all amendments.
/s/ Gary G. Bahre February 18, 2003
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Gary G. Bahre
Director
/s/ Stephen J. Boyle February 18, 2003
----------------------------
Stephen J. Boyle
Executive Vice President and Controller
(principal accounting officer)
/s/ P. Kevin Condron February 18, 2003
-----------------------------
P. Kevin Condron
Director
/s/ George W. Dougan February 18, 2003
-----------------------------
George W. Dougan
Director
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Allen M. Glick
Director
/s/ Luther F. Hackett February 18, 2003
-----------------------------
Luther F. Hackett
Director
/s/ Colleen Khoury February 18, 2003
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Colleen Khoury
Director
/s/ Dana S. Levensen February 18, 2003
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Dana S. Levensen
Director
/s/ John M. Naughton February 18, 2003
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John M. Naughton
Director
/s/ Malcolm W. Philbrook, Jr. February 18, 2003
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Malcolm W. Philbrook, Jr.
Director
/s/ Angelo P. Pizzagalli February 18, 2003
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Angelo P. Pizzagalli
Director
/s/ Irving E. Rogers, III February 18, 2003
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Irving E. Rogers, III
Director
/s/ William J. Ryan February 18, 2003
-----------------------------
William J. Ryan
Chairman, President and Chief
Executive Officer
(principal executive officer)
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/s/ Curtis M. Scribner February 18, 2003
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Curtis M. Scribner
Director
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Paul R. Shea
Director
/s/ Peter J. Verrill February 18, 2003
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Peter J. Verrill
Senior Executive Vice President, Chief
Operating Officer, Chief Financial Officer
and Treasurer (principal financial officer)
/s/ Gerry S. Weidema February 18, 2003
-----------------------------
Gerry S. Weidema
Director
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