Registration No. 333-______
Filed May 3, 2004
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 December 8, 2003,
between the Registrant and CCBT Financial Companies, Inc. ("CCBT") (the
"Agreement"), upon conversion of outstanding options to purchase common stock
of CCBT issued by CCBT under the CCBT Stock Option Plan and the CCBT 2001
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 Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1)(2) Per Share Offering Price Fee
______________________________________________________________________________
Common Stock,
par value $.01 329,401(3) $21.24(4) $6,996,477.24(4) $886.45
_____________
(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 CCBT Financial Companies, Inc. ("CCBT"),
into options to purchase Common Stock of Banknorth pursuant to an
Agreement and Plan of Merger, dated as of December 8, 2003,
between Banknorth and CCBT (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, 2003;
(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; and
(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.
Under Sections 857 et. seq. of the Maine Business
Corporation Act, and except to the extent broader indemnification
is authorized by a corporation's articles of incorporation, a
corporation generally may indemnify an individual who is a party
to a proceeding because that individual is a director of the
corporation against liability incurred in the proceeding if the
individual's conduct was in good faith and the individual
reasonably believed (i) in the case of conduct in the
individual's capacity as director, that the individual's conduct
was in the best interests of the corporation (or participants in
an employee benefit plan of the corporation with respect to
service thereto); (ii) in all other cases, that the individual's
conduct was at least not opposed to the best interests of the
corporation; and (iii) in the case of any criminal proceeding,
the individual had no reasonable cause to believe the
individual's conduct was unlawful. Unless ordered by a court to
do so, however, a corporation may not indemnify one of its
directors (1) in connection with a proceeding by or in the right
of the corporation, except for reasonable expenses incurred in
connection with the proceeding if it is determined that the
director has met the relevant standard of conduct set forth
above; or (2) in connection with any proceeding with respect to
conduct for which the director was adjudged liable on the basis
that the director received a financial benefit to which the
director was not entitled, whether or not involving action in the
director's official capacity. Under the Maine Business
Corporation Act, a corporation shall indemnify a director who was
wholly successful, on the merits or otherwise, in the defense of
any proceeding to which the director was a party because the
director was a director of the corporation against reasonable
expenses incurred by the director in connection with the
proceeding. Under the Maine Business Corporation Act, a
corporation generally may indemnify and advance expenses to an
officer of the corporation who is a party to a proceeding because
that officer is an officer of the corporation to the same extent
as a director and, in the case of an officer who is not a
director, to such further extent as may be provided the
corporation's articles of incorporation, bylaws, a resolution of
the corporation's board of directors or a contract, except no
indemnification may be made to such a person for (1) liability in
connection with a proceeding by or in the right of the
corporation other than for reasonable expenses incurred in
connection with the proceeding or (2) liability arising out of
conduct that constitutes (i) receipt by the officer of a
financial benefit to which the officer is not entitled; (ii) an
intentional infliction of harm on the corporation or its
shareholders; or (iii) an intentional violation of criminal law.
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, suit or
proceeding by reason of the fact that he or she is or was a
director, officer, employee or agent of Banknorth, or is or was
serving at the request of Banknorth as a director, officer,
trustee, partner, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
entity, against expenses, including attorney's fees, judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or
proceeding to the full extent provided by the Maine Business
Corporation Act, 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, suit or proceeding effected without its
prior written consent or any action, suit or proceeding initiated
by an indemnified person without its prior written consent, other
than an action or proceeding seeking indemnification from
Banknorth under its bylaws.
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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 Maine Business Corporation Act 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.
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 CCBT Financial Companies, Inc. Stock Option Plan (2)
99.2 CCBT Financial Companies, Inc. 2001 Directors'
Stock Option Plan (3)
_______________
(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.
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(2) Incorporated by reference from the Registration
Statement on Form S-8 (File No. 333-72565) filed by CCBT
Financial Companies, Inc. with the Commission on February
18, 1999.
(3) Incorporated by reference from the Registration
Statement on Form S-8 (File No. 333-65222) filed by CCBT
Financial Companies, Inc. with the Commission on July 17,
2001.
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
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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 3rd day of May
2004.
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 May 3, 2004
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Gary G. Bahre
Director
/s/ Stephen J. Boyle May 3, 2004
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Stephen J. Boyle
Executive Vice President and
Chief Financial Officer
(principal financial and accounting officer)
/s/ Robert G. Clarke May 3, 2004
--------------------
Robert G. Clarke
Director
/s/ P. Kevin Condron May 3, 2004
---------------------
P. Kevin Condron
Director
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/s/ John Otis Drew May 3, 2004
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John Otis Drew
Director
/s/ Colleen Khoury May 3, 2004
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Colleen Khoury
Director
/s/ Dana S. Levensen May 3, 2004
--------------------
Dana S. Levensen
Director
/s/ Steven T. Martin May 3, 2004
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Steven T. Martin
Director
/s/ John M. Naughton May 3, 2004
--------------------
John M. Naughton
Director
/s/ Malcolm W. Philbrook, Jr. May 3, 2004
-----------------------------
Malcolm W. Philbrook, Jr.
Director
/s/ Angelo P. Pizzagalli May 3, 2004
------------------------
Angelo P. Pizzagalli
Director
/s/ Irving E. Rogers, III May 3, 2004
-------------------------
Irving E. Rogers, III
Director
/s/ William J. Ryan May 3, 2004
-------------------
William J. Ryan
Chairman, President and Chief
Executive Officer
(principal executive officer)
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/s/ Curtis M. Scribner May 3, 2004
----------------------
Curtis M. Scribner
Director
/s/ Gerry S. Weidema May 3, 2004
---------------------
Gerry S. Weidema
Director
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