Registration No. 333-______
Filed April 23, 2003
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Banknorth Group, Inc.
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(Exact Name of Registrant as specified in its Articles of Incorporation)
Maine 01-0437984
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(State of incorporation) (IRS Employer Identification No.)
P.O. Box 9540
Two Portland Square
Portland, Maine 04112-9540
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(Address of principal executive offices, including zip code)
2003 Equity Incentive Plan
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(Full Title of the Plan)
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
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(Name, address and telephone number
of agent for service)
Index to Exhibits is located on page 5
CALCULATION OF REGISTRATION FEE
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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
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Common Stock,
par value $.01 8,100,000(3) $22.18(4) $179,658,000(4) $14,534.33
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(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 reserved for
issuance under the 2003 Equity Incentive Plan (the "Plan").
(4) Estimated solely for the purpose of calculating the registration
fee, which has been calculated pursuant to Rule 457(c) promulgated under
the Securities Act. The Proposed Maximum Offering Price Per Share is
equal to the average of the high and low sales prices of the Common
Stock on April 17, 2003 as reported on the New York Stock Exchange.
__________________________
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, 2002.
(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 Section 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
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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 2003 Equity Incentive Plan (2)
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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 Banknorth's definitive proxy
statement (File No. 001-31251) filed with the Commission on
March 18, 2003.
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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 23rd day of April 2003.
BANKNORTH GROUP, INC.
By: /s/ William J. Ryan
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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 April 23, 2003
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Gary G. Bahre
Director
/s/ Stephen J. Boyle April 23, 2003
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Stephen J. Boyle
Executive Vice President and Controller
(principal accounting officer)
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Robert G. Clarke
Director
/s/ P. Kevin Condron April 23, 2003
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P. Kevin Condron
Director
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/s/ George W. Dougan April 23, 2003
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George W. Dougan
Director
/s/ Colleen Khoury April 23, 2003
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Colleen Khoury
Director
/s/ Dana S. Levensen April 23, 2003
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Dana S. Levensen
Director
/s/ Steven T. Martin April 23, 2003
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Steven T. Martin
Director
/s/ John M. Naughton April 23, 2003
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John M. Naughton
Director
/s/ Malcolm W. Philbrook, Jr. April 23, 2003
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Malcolm W. Philbrook, Jr.
Director
/s/ Angelo P. Pizzagalli April 23, 2003
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Angelo P. Pizzagalli
Director
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Irving E. Rogers, III
Director
/s/ William J. Ryan April 23, 2003
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William J. Ryan
Chairman, President and Chief
Executive Officer
(principal executive officer)
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/s/ Curtis M. Scribner April 23, 2003
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Curtis M. Scribner
Director
/s/ Paul R. Shea April 23, 2003
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Paul R. Shea
Director
/s/ Peter J. Verrill April 23, 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 April 23, 2003
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Gerry S. Weidema
Director
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