As filed with the Securities and Exchange Commission on
December 6, 2000October 16, 2017Registration
StatementNo.333-42502 - --------------------------------------------------------------------------------333-UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549
---------- Pre-Effective Amendment No. toFORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------WASHINGTON TRUST BANCORP, INC.
(Exact Name(Exact name of
Registrantregistrant asSpecifiedspecified in itsCharter) Rhode Island 05-0404671 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.)charter)
Rhode Island | 05-0404671 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
23 Broad Street
Westerly, Rhode Island 02891
(401) 348-1200
(Address, Including Zip Code,
(Address, including zip code, and Telephone Number, Including Area Code,telephone number, including area code, of Registrant's Principal Executive Office)
John C. Warren
Chairman and registrant’s principal executive offices)
Joseph J. MarcAurele
Chief Executive Officer
Washington Trust Bancorp, Inc.
23 Broad Street
Westerly, Rhode Island 02891
(401) 348-1200
(Name, Address, Including Zip Code
(Name, address, including zip code, and Telephone Number, Including Area Code,telephone number, including area code, of Agentagent for Service)
------------
service)
Copies to:
Paul W. Lee, P.C.
Gregory J. Lyons,
Samantha M. Kirby, Esq.
Goodwin Procter & Hoar LLP
Exchange Place
100 Northern Avenue
Boston, Massachusetts 02109-2881
02210
(617) 570-1000
Approximate date of commencement of proposed sale to public:the public: From time to time after the effective date of this Registration
Statement becomes effective.
-----------
registration statement.
If the only securities being registered on this formForm are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]
☐
If any of the securities being registered on this formForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]
box: ☒
If this formForm is usedfiled to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statementregistration statement number of the earlier effective registration statement for the same offering. [ ]
☐
If this formForm is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act Registration Statementregistration statement number of the earlier effective registration statement for the same offering. [ ]
☐
If delivery ofthis Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the prospectus is expected to be madeCommission pursuant to Rule 434, please462(e) under the Securities Act, check the following box. [ ]
☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer | ☐ | Accelerated Filer | ☒ | |||
Non-Accelerated Filer | ☐ | Smaller Reporting Company | ☐ | |||
Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities Being Registered | Amount to be Registered (1) | Proposed Offering Price Per Unit (1) | Proposed Aggregate | Amount of Registration Fee (3) | ||||
Common stock (4) | ||||||||
Senior debt securities and subordinated debt securities (4) | ||||||||
Warrants (5) | ||||||||
Units (6) | ||||||||
Total | $150,000,000 | 100% | $150,000,000 | $18,675 | ||||
| ||||||||
|
(1) | Pursuant to General Instruction II.D. of Form S-3, such indeterminate number or principal amount of common stock, debt securities (including senior debt securities and subordinated debt securities), warrants, and units of Washington Trust Bancorp, Inc. not to exceed $150,000,000 maximum aggregate offering price exclusive of accrued interest and dividends, if any. The proposed maximum offering price per unit will be determined from time to time in connection with the issuance of the securities registered hereunder. Any securities registered hereunder may be sold separately or as units with the other securities registered hereunder. |
(2) | Estimated solely for purposes of computing the registration fee and exclusive of accrued interest and dividends, if any. |
(3) | The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act. |
(4) | Shares of common stock may be issuable upon conversion of debt securities registered hereunder. No separate consideration will be received for such common stock. |
(5) | Warrants will represent rights to purchase debt securities or common stock registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required. |
(6) | Each unit will be issued under a unit agreement and will represent an interest in two or more securities, which may be or may not be separable from one another. |
The Registrantregistrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statementthe registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Neither the Securities and Exchange Commission nor any state securities commission or regulatory authority has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed.
The selling shareholderschanged or supplemented. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer andor sale is not permitted.
SUBJECT TO COMPLETION,
Subject to Completion, dated December 6 , 2000
October 16, 2017
PROSPECTUS
1,010,808 Shares
WASHINGTON TRUST BANCORP, INC.
Common Stock
------------------
Marie L. Langlois and Gerald J. Fogarty, Jr. may use this prospectus
to sell up to 1,010,808 shares of the common stock of
$150,000,000
Washington Trust Bancorp, Inc. Ms. Langlois or Mr. Fogarty
Common Stock
Senior Debt Securities
Subordinated Debt Securities
Warrants
Units
We may offer and sell from time to time, separately or sell alltogether, in multiple series or any part of these
shares in one or more transactions. Washington Trustofferings, any combination of common stock, debt securities, warrants, and units, up to a maximum aggregate offering price of $150,000,000.
We may offer to sell these securities on a continuous or delayed basis, through agents, dealers or underwriters, or directly to purchasers. The prospectus supplement for each offering of securities will not receivedescribe in detail the plan of distribution for that offering. If our agents or any cashdealers or underwriters are involved in the sale of the securities, the applicable prospectus supplement will set forth the names of the agents, dealers or underwriters and any applicable commissions or discounts. Our net proceeds from the sale of securities will also be set forth in the sharesapplicable prospectus supplement. For general information about the distribution of common stocksecurities offered, byplease see “Plan of Distribution” in this prospectus.
This prospectus provides you with a general description of the securities that we may offer and sell from time to time. Each time we sell securities we will provide a prospectus supplement that will contain specific information about the terms of the securities and sale and may add to or update the information in this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest in our securities.
Our common stock is listedtraded on the Nasdaq NationalNASDAQ Global Market, or “NASDAQ,” under the trading symbol "WASH." On December 5, 2000, the“WASH.” The last reported closingsale price for our common
stock was $13.813 per share.
________________
Investing inof the common stock on October 13, 2017 was $58.30 per share. We have not yet determined whether any of the other securities that may be offered by this prospectus will be listed on any exchange, or included in any inter-dealer quotation or over-the-counter market. If we decide to seek the listing or inclusion of any such securities upon issuance, the prospectus supplement relating to those securities will disclose the exchange, quotation system or market on or in which the securities will be listed or included.
Investing in our securities involves risks, some of which we have
described under "Risk Factors" beginningrisks. See “Risk Factors” on page 3.
----------------
4.
The shares of our common stockoffered securities are not savings accounts, deposits or
other obligations of a bank or savings association and are not insured or guaranteed by the FDICFederal Deposit Insurance Corporation or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacydetermined if this prospectus is truthful or accuracy of this prospectus.complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to sell securities unless accompanied by the applicable prospectus supplement.
The date of this prospectus is December __, 2000.
TABLE OF CONTENTS
Page
Risk Factors 3
Forward-Looking Statements 4
The Company 4
Registration Rights
Page | ||||
1 | ||||
2 | ||||
4 | ||||
4 | ||||
4 | ||||
4 | ||||
18 | ||||
20 | ||||
21 | ||||
21 | ||||
24 | ||||
24 | ||||
24 | ||||
25 |
i
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains certain “forward-looking statements” within the meaning of Section 27A of the Selling Stockholders 6Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, such as statements relating to the financial condition, prospective results of operations, future performance or expectations, plans, objectives, prospects, loan loss allowance adequacy, simulation of changes in interest rates, capital spending, finance sources and revenue sources of the Corporation. These statements relate to expectations concerning matters that are not historical facts. Accordingly, statements that are based on management’s projections, estimates, assumptions, and judgments constitute forward-looking statements. These forward looking statements, which are based on various assumptions (some of which are beyond the Corporation’s control), may be identified by reference to a future period or periods, or by the use of forward-looking terminology such as “believe”, “expect”, “estimate”, “anticipate”, “continue”, “plan”, “approximately”, “intend”, “objective”, “goal”, “project”, or other similar terms or variations on those terms, or the future or conditional verbs such as “will”, “may”, “should”, “could”, and “would”.
Such forward-looking statements reflect our current views and expectations based largely on information currently available to our management, and on our current expectations, assumptions, plans, estimates, judgments, and projections about our business and our industry, and they involve inherent risks and uncertainties. Although the Corporation believes that these forward-looking statements are based on reasonable estimates and assumptions, they are not guarantees of future performance and are subject to known and unknown risks, uncertainties, contingencies, and other factors. Accordingly, the Corporation cannot give you any assurance that its expectations will in fact occur or that its estimates or assumptions will be correct. The Selling Stockholders 7
PlanCorporation cautions you that actual results could differ materially from those expressed or implied by such forward-looking statements as a result of, Distribution 7
Useamong other factors, the factors referenced on page 4 of Proceeds 10
Legal Matters 10
Experts 10
Wherethis prospectus; changes in interest rates; competitive pressures from other financial institutions; the effects of a deterioration in general economic conditions on a national basis or in the local markets in which the Corporation operates, including changes which adversely affect borrowers’ ability to service and repay our loans; changes in loan defaults and charge-off rates; changes in the value of securities and other assets, adequacy of loan loss reserves, or deposit levels necessitating increased borrowing to fund loans and investments; changes in government regulation; the risk that we may not be successful in the implementation of our business strategy; the risk that intangibles recorded in the Corporation financial statements will become impaired; and changes in assumptions used in making such forward-looking statements. These forward-looking statements speak only as of the date of this report and the Corporation does not undertake any obligation to update or revise any of these forward-looking statements to reflect events or circumstances occurring after the date of this report.
About This Prospectus
This prospectus is part of a “shelf” registration statement that we have filed under the Securities Act of 1933, as amended, or the “Securities Act,” with the Securities and Exchange Commission, or the “SEC.” Under this shelf registration statement, we may sell, from time to time, any combination of the securities described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the securities that we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that specific offering and include a discussion of any risk factors or other special considerations that apply to those securities. The prospectus supplement may also add, update or change information contained in this prospectus. You Mayshould read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information 11
Information.”
As used in this prospectus, the terms the “Corporation,” “we,” “our,” and “us” refer to Washington Trust Bancorp, Inc. and our consolidated subsidiaries, unless the context indicates otherwise; the “Bank” refers to The Washington Trust Company, of Westerly. This prospectus includes our trademarks and other trade names identified herein. All other trademarks and trade names appearing in this prospectus are the property of their respective holders.
You should rely only on the information contained in this prospectus and the accompanying prospectus supplement or incorporated by reference in these documents. No dealer, salesperson or other person is authorized to give any supplementinformation or to represent anything not contained or incorporated by reference in this prospectus or incorporated by reference. We have not authorizedthe accompanying prospectus supplement. If anyone to provideprovides you with different, inconsistent or additional information. You shouldunauthorized information or representations, you must not assume
thatrely on them. This prospectus and the accompanying prospectus supplement are an offer to sell only the securities offered by these documents, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or any prospectus supplement is accuratecurrent only as of any
date other than the date on the front of those documents. The selling
stockholders are not making an offer of the common stock in any state where the
offer is not permitted.
Risk Factors
In addition to the other information contained or incorporated by
reference in this prospectus, you should consider the following factors
carefully in evaluating an investment in our common stock.
Rising Interest Rates May Reduce Our Profitability
Increases in market interest rates may adversely affect both our
profitability and our financial condition. As a result of the Federal Reserve's
efforts to control inflation, interest rates have increased by over 100 basis
points during the last six months of 1999 and the first six months of 2000. In
general, rising interest rates reduce our net interest income on these loans
because our profitability depends in part on the difference between the interest
rates we earn on loans and other investments and the interest rates we pay on
deposits and other interest-bearing liabilities.
Our Allowance for Loan Losses May Not Be Adequate to Cover Actual Loan Losses
We make various assumptions and judgments about the collectibility of
our loan portfolio and provide an allowance for potential losses based on a
number of factors. If our assumptions are wrong, our allowance for loan losses
may not be sufficient to cover our losses, which would have an adverse effect on
our operating results, and may also cause us to increase the allowance in the
future. Further, our net income would decrease if we had to add additional
amounts to our allowance for loan losses. In addition to general real estate and
economic factors, the following factors could affect our ability to collect our
loans and require us to increase the allowance in the future:
o Regional credit concentration - We are exposed to real estate and
economic factors in Rhode Island and southeastern Connecticut
because virtually all of our loan portfolio is concentrated among
borrowers in these markets. Further, because a substantial portion
of our loan portfolio is secured by real estate in this area,
including most consumer loans and those commercial loans not
specifically classified as commercial mortgages, the value of our
collateral is also subject to regional real estate market
conditions.
o Industry concentration - A portion of our loan portfolio consists of
loans to the hospitality and tourism industry. Loans to companies in
this industry may have a somewhat higher risk of loss than some
other industries because these businesses are seasonal, with a
substantial portion of commerce concentrated in the summer season.
Accordingly, the ability of borrowers to meet their repayment terms
is more dependent on economic, climate and other conditions and may
be subject to a higher degree of volatility from year to year.
We May Not Be Able to Compete Effectively Against Larger Financial
Institutions in Our Increasingly Competitive Industry
The financial services industry in our market has experienced both
significant concentration and deregulation. This means that we compete with
larger financial institutions, both from banks and from other financial
institutions,
for loans and deposits as well as other sources of funding in the communities
we serve, and we will likely face ever greater competition in the future as
a result of recent federal legislative changes. Many of our competitors
have significantly greater resources and lending limits than we have. As a
result of those greater resources, the large financial institutions that we
compete with may be able to provide a broader range of services to their
customers and may be able to afford newer and more sophisticated technology. Our
long-term success depends on the ability of the Bank to compete successfully
with other financial institutions in their service areas.
In addition, as we strive to compete with other financial institutions,
we may expand into new areas, and there is no assurance that we will be
successful in these efforts. An example of our expansion is the Phoenix
acquisition. Although we believe that the business and management of Phoenix
represent a significant expansion of our business in the investment management
area, there is no assurance that our expansion into this area will be
successful.
Limited Trading Activity in Our Common Stock Could Cause the Price of Our Shares
to Decline
While our common stock is listed and traded on the Nasdaq National
Market, there has only been limited trading activity in our common stock. The
average daily trading volume of our common stock over the twelve-month period
ended October 31, 2000 was approximately 8,461 shares. Accordingly, sales of a
significant number of shares of common stock may adversely affect the market
price of our common stock.
Forward-Looking Statements
This prospectus includes both historical and forward-looking statements.
These forward-looking statements are not facts; rather, they are intentions and
expectations relating to our plans, strategies and prospects. The
forward-looking statements in this prospectus can generally be identified by our
use of words such as "plan," "intend," "believe," "expect," and other words of
similar import. Although we believe that our plans, intentions and expectations
reflected in or suggested by the forward-looking statements are reasonable, we
cannot assure you that we will achieve the plans, intentions or expectations. We
urge you to consider carefully the important factors that could cause actual
results to differ materially from the forward-looking statements. Some of these
factors are described in the section entitled "Risk Factors" section and
elsewhere in this prospectus.
The Company
About Washington Trust Bancorp, Inc.
Washington Trust Bancorp, Inc. is, a publicly-owned registered bank holding company whose subsidiaries are permitted to engage in banking and other
financial services and businesses. Washington Trust Bancorp conducts its
business through its principal banking subsidiary, The Washington Trust Company,
a Rhode Island-chartered commercial bank. The deposits of The Washington Trust
Company are insured by the Federal Deposit Insurance Corporation, subject to
regulatory limits. Our principal executive offices are located at 23 Broad
Street, Westerly, Rhode Island 02891 and our telephone number is (401) 348-1200.
Washington Trust Bancorp, Inc.holding company, was formedorganized in 1984 under the laws of the state of Rhode Island. The Corporation owns all of the outstanding common stock of the Bank, a Rhode Island as part ofchartered commercial bank founded in 1800. The Corporation was formed in 1984 under a plan of reorganization in which outstanding common shares of The Washington Trust Companythe Bank were exchanged for common shares of Washington Trust Bancorp, Inc. Asthe Corporation.
The Corporation offers a comprehensive product line of September 30, 2000, webanking and financial services to individuals and businesses, including commercial, residential and consumer lending, retail and commercial deposit products, and wealth management services through its offices in Rhode Island, eastern Massachusetts and Connecticut; its automated teller machines; telephone banking; mobile banking and its internet website (www.washtrust.com).
The accounting and reporting policies of the Corporation conform to accounting principles generally accepted in the United States of America (“GAAP”) and to general practices of the banking industry. At December 31, 2016, the Corporation had total consolidated assets of approximately $1.20$4.4 billion, total deposits of approximately
$735 million$3.1 billion and shareholders'total shareholders’ equity capital of approximately $84.2$390.8 million.
On June 26, 2000, we acquired Phoenix Investment Management Company,
Unless the context otherwise requires, references herein to the Corporation include the Corporation and its subsidiaries on a consolidated basis.
Our address is 23 Broad Street, Westerly, Rhode Island 02891, and the telephone number is (401) 348-1200. You can find additional information regarding the Corporation in its filings with the SEC referenced in the section of this document titled “Where You Can Find More Information.”
Ratios of Earnings to Fixed Charges
The following table sets forth our consolidated ratios of earnings to fixed charges for the periods shown.
Six Months June 30, 2017 | Year Ended December 31, | |||||||||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||||||
Ratios of earnings to fixed charges | ||||||||||||||||||||||||
Excluding interest on deposits | 6.2 | 7.6 | 8.5 | 7.9 | 5.3 | 4.0 | ||||||||||||||||||
Including interest on deposits | 3.6 | 4.0 | 4.0 | 3.8 | 3.1 | 2.7 |
For the purpose of computing the ratios of earnings to fixed charges, earnings represent income before income taxes and change in accounting principle, plus fixed charges. Fixed charges include all interest expense and the proportion deemed representative of the interest factor of rent expense. These ratios are presented both including and excluding interest on deposits.
You should carefully consider the risks described in the documents incorporated by reference in this prospectus before making an investment advisor registereddecision. These risks are not the only ones facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially adversely affected by the materialization of any of these risks. The trading price of our securities could decline due to the materialization of any of these risks, and you may lose all or part of your investment. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described in the documents incorporated herein by reference, including (i) our Annual Reports on Form 10-K, (ii) our Quarterly Reports on Form 10-Q and (iii) documents we file with the SEC after the date of this prospectus and which are deemed incorporated by reference in this prospectus.
Unless we otherwise specify in a supplement to this prospectus, we intend to use the net proceeds from our sale of the securities covered by this prospectus for general corporate purposes, which may include refinancing, reducing or repaying debt; investments in the Bank and our other subsidiaries as regulatory capital; financing possible investments or acquisition; expansion of the business; and investments at the holding company level.
The prospectus supplement with respect to an offering of offered securities may identify different or additional uses for the proceeds of that offering.
Except as otherwise stated in an applicable prospectus supplement, pending the application of the net proceeds, we expect to invest the proceeds in short-term obligations.
This prospectus contains a summary of the common stock, the senior debt securities, the subordinated debt securities, the warrants, and the units that we may offer. The particular material terms of the securities offered by a prospectus supplement will be described in that prospectus supplement. If indicated in the applicable prospectus supplement, the terms of the offered securities may differ from the terms summarized below. The prospectus supplement will also contain information, where applicable, about material U.S. federal income tax considerations relating to the offered securities, and the securities exchange, if any, on which the offered securities will be listed. The descriptions herein and in the applicable prospectus supplement do not contain all of the information that you may find useful or that may be important to you. You should refer to the provisions of the actual documents whose terms are summarized herein and in the applicable prospectus supplement, because those documents, and not the summaries, define your rights as holders of the relevant securities. For more information, please review the forms of these documents, which are or will be filed with the SEC and will be available as described under the Investment Advisorsheading “Where You Can Find More Information” above.
DESCRIPTION OF DEBT SECURITIES
This prospectus describes the general terms and provisions of the debt securities. When we offer to sell a particular series of debt securities, we will describe the specific terms of the securities in a supplement to this prospectus. The prospectus supplement will also indicate whether the general terms and provisions described in this prospectus apply to a particular series of debt securities.
We may offer senior debt securities or subordinated debt securities. The senior debt securities will be issued under an indenture, as amended or supplemented from time to time, dated as of a date prior to such issuance, between us and a trustee. We will refer to any such indenture throughout this prospectus as the “senior indenture.” Any subordinated debt securities will be issued under a separate indenture, as amended or supplemented from time to time, dated as of a date prior to such issuance, between us and the trustee. We will refer to any such indenture throughout this prospectus as the “subordinated indenture” and to a trustee under any senior or subordinated indenture as the “trustee.” The senior indenture and the subordinated indenture are sometimes collectively referred to in this prospectus as the “indentures.” The indentures will be subject to and governed by the Trust Indenture Act of 1940.
Pursuant1939. We included copies of forms of the indentures as exhibits to our registration statement, of which this prospectus is a part. The following summarizes the merger agreement,material provisions of the indentures, but may not contain all of the information that is important to you. If you would like additional information, or if you do not fully understand a term or the way we issueduse it in this prospectus, you should read the 1,010,808 sharesforms of common stockindentures and the forms of debt securities. Except as otherwise indicated, the terms of the forms of indentures are identical. As used under this caption, the term “debt securities” includes the debt securities being offered by this prospectus and all other debt securities we issue under the indentures.
Because we are a holding company, our rights and the rights of our creditors, including the holders of the debt securities offered in this prospectus, to Ms. Langloisparticipate in the assets of any subsidiary during its liquidation or reorganization, will be subject to the prior claims of the subsidiary’s creditors, unless we are ourselves a creditor with recognized claims against the subsidiary. Any capital loans that we make to any of our bank subsidiaries would be subordinate in right of payment to deposits and Mr. Fogarty,to other indebtedness of the selling
stockholders,subsidiary. Claims from creditors (other than us), on the subsidiaries, may include long-term and medium-term debt and substantial obligations related to deposit liabilities, federal funds purchased, securities sold under repurchase agreements, and other short-term borrowings.
General
The indentures:
Unless we give you different information in the prospectus supplement, the senior debt securities will be unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness. Payments on the subordinated debt securities will be subordinated to the prior payment in full of all of our senior indebtedness, as described under “—Subordination” and in the applicable prospectus supplement.
Each indenture provides that we may, but need not, designate more than one trustee under an indenture. Any trustee under an indenture may resign or be removed and a successor trustee may be appointed to act with respect to the series of debt securities administered by the resigning or removed trustee. If two or more persons are acting as trustees with respect to different series of debt securities, each trustee shall be a trustee of a trust under the applicable indenture separate and apart from the trust administered by any other trustee. Except as otherwise indicated in this prospectus, any action described in this prospectus to be taken by each trustee may be taken by each trustee with respect to, and only with respect to, the one or more series of debt securities for which it is trustee under the applicable indenture.
The prospectus supplement for each offering will provide the following terms, where applicable:
We may issue debt securities at a discount below their principal amount and provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity of the debt securities. We will refer to any such debt securities throughout this prospectus as “original issue discount securities.” The applicable prospectus supplement will describe the federal income tax consequences and other relevant considerations applicable to original issue discount securities.
Except as described under “—Merger, Consolidation or Sale of Assets” or as may be set forth in any prospectus supplement, the debt securities will not contain any provisions that (1) would limit our ability to incur
indebtedness or (2) would afford holders of debt securities protection in the event of (a) a highly leveraged or similar transaction involving us or any of our affiliates or (b) a change of control or reorganization, restructuring, merger or similar transaction involving us that may adversely affect the holders of the debt securities. In the future, we may enter into transactions, such as the sale of all or substantially all of our assets or a merger or consolidation, that may have an adverse effect on our ability to service our indebtedness, including the debt securities, by, among other things, substantially reducing or eliminating our assets.
Neither governing law, nor our governing instruments, define the term “substantially all” as it relates to the sale of assets. Consequently, to determine whether a sale of “substantially all” of our assets has occurred, a holder of debt securities must review the financial and other information that we have disclosed to the public.
Payment
Unless we give you different information in the applicable prospectus supplement, the principal of, and any premium (or make-whole amount) and interest on, any series of the debt securities will be payable at the corporate trust office of the trustee. We will provide you with another subsidiarythe address of Washington Trust Bancorp, Phoenix becamethe trustee in the applicable prospectus supplement. We may also pay interest by mailing a wholly-owned subsidiary.check to the address of the person entitled to it as it appears in the applicable register for the debt securities or by wire transfer of funds to that person at an account maintained within the United States.
All monies that we pay to a paying agent or a trustee for the payment of the principal of, and any premium (or make-whole amount) or interest on, any debt security will be repaid to us if unclaimed at the end of two years after the obligation underlying payment becomes due and payable. After funds have been returned to us, the holder of the debt security may look only to us for payment, without payment of interest for the period we hold the funds.
Registration and Transfer
Subject to the limitations imposed upon debt securities that are evidenced by a computerized entry in the records of a depository company rather than by physical delivery of a note, a holder of debt securities of any series may:
Every debt security surrendered for registration of transfer or exchange must be duly endorsed or accompanied by a written instrument of transfer, and the person requesting such action must provide evidence of title and identity satisfactory to the applicable trustee or transfer agent. Payment of a service charge will not be required for any registration of transfer or exchange of any debt securities, but either the trustee or we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. If in addition to the applicable trustee, the applicable prospectus supplement refers to any transfer agent initially designated by us for any series of debt securities, we may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for such series. We then caused Phoenixmay at any time designate additional transfer agents for any series of debt securities.
Neither we nor any trustee shall be required to:
Merger, Consolidation or Sale of Assets
The indentures provide that we may, without the consent of the holders of any outstanding debt securities, (1) consolidate with, (2) sell, lease or convey all or substantially all of our assets to, or (3) merge with or into, any other entity provided that:
Covenants
Below is a summary of certain covenants we are required to observe under the indentures.
Payment of Principal, Premium and Interest. The indentures require us, with respect to each series of debt securities, to duly and punctually pay the principal of (and premium or make-whole amounts, if any) and interest on the debt securities of that series in accordance with the terms of the debt securities and the applicable indenture.
Existence. Except as permitted under “—Merger, Consolidation or Sale of Assets,” the indentures require us to do or cause to be done all things necessary to preserve and keep in full force and effect our existence, rights and franchises. However, the indentures do not require us to preserve any right or franchise if we determine that any right or franchise is no longer desirable in the conduct of our business.
Payment of Taxes and Other Claims. The indentures require us to pay, discharge or cause to be paid or discharged, before they become delinquent (1) all taxes, assessments and governmental charges levied or imposed on us, our subsidiaries or our subsidiaries’ income, profits or property, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon our property or the property of our subsidiaries. However, we will not be required to pay, discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.
Provision of Financial Information. The indentures require us to file with the trustee, within 15 days of each of the respective dates by which we file with the SEC, copies of the annual reports, quarterly reports, documents and other reports which the we may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act.
Additional Covenants. The indentures include certain other covenants, including covenants requiring us to maintain our property in good condition and hold money for payment on the debt securities in trust for holders under certain circumstances. Additionally, the applicable prospectus supplement will set forth any other covenants applicable to us under any series of debt securities.
Events of Default, Notice and Waiver
Unless the applicable prospectus supplement states otherwise, when we refer to “events of default” as defined in the indentures with respect to any series of debt securities, we mean:
When we use the term “significant subsidiary,” we refer to the meaning ascribed to such term in Rule 1-02 of Regulation S-X promulgated under the Securities Act.
If an event of default occurs and is continuing with respect to debt securities of any series outstanding, then the applicable trustee or the holders of 25% or more in principal amount of the acquisition date,outstanding debt securities of that series will have the assetsright to declare the principal amount of Phoenix consisted primarilyall the debt securities of uncollected fee revenue.
The Washington Trust Company
The Washington Trust Company was originally charteredthat series to be due and payable immediately. If the debt securities of that series are original issue discount securities or indexed securities, then the applicable trustee or the holders of 25% or more in 1800 as the
Washington Bank and is the oldest banking institution headquartered in its
market area. Its current corporate charter dates to 1902.
The bank provides a broad range of financial services, including:
Residential mortgages Commercial and consumer demand deposits
Commercial loans Savings, NOW and money market deposits
Construction loans Certificates of deposit
Consumer installment loans Retirement accounts
Home equity lines of credit Cash management services
VISA and Mastercard accounts Safe deposit boxes
Merchant credit card services Trust and investment management services
Automated teller machines (ATMs) Telephone banking services
ATMs are located throughout the bank's market area. The bank is a member
of various ATM networks.
Data processing for mostprincipal amount of the bank's depositoutstanding debt securities of that series will have the right to declare the portion of the principal amount as may be specified in the terms thereof to be due and loan accountspayable. However, at any time after such a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the applicable trustee, the holders of at least a majority in principal amount of outstanding debt securities of such series or of all debt securities then outstanding under the applicable indenture may rescind and annul such declaration and its consequences if:
The indentures also provide that the holders of at least a majority in principal amount of the outstanding debt securities of any series or of all debt securities then outstanding under the applicable indenture may on behalf of all holders waive any past default with respect to such series and its consequences, except a default:
The bank provides fiduciary servicesindentures require each trustee to give notice to the holders of debt securities within 90 days of a default unless such default has been cured or waived. However, the trustee may withhold notice if specified responsible officers of such trustee consider such withholding to be in the interest of the holders of debt securities. The trustee may not withhold notice of a default in the payment of principal, any premium or interest on any debt security of such series or in the payment of any sinking fund installment in respect of any debt security of such series.
The indentures provide that holders of debt securities of any series may not institute any proceedings, judicial or otherwise, with respect to such indenture or for any remedy under the indenture, unless the trustee fails to act for a period of 60 days after the trustee has received a written request to institute proceedings in respect of an event of default from the holders of 25% or more in principal amount of the outstanding debt securities of such series, as trustee under willswell as an offer of indemnity reasonably satisfactory to the trustee. However, this provision will not prevent any holder of debt securities from instituting suit for the enforcement of payment of the principal of, and trust
agreements, as executor or administratorany premium (or make-whole amount) and interest on, such debt securities at the respective due dates thereof.
The indentures provide that, subject to provisions in each indenture relating to its duties in the case of estates, as a provider of agency and
custodial investment services to individuals and institutions, and asdefault, a trustee has no obligation to exercise any of its rights or powers at the request or direction of any holders of any series of debt securities then outstanding under the indenture, unless the holders have offered to the trustee reasonable security or indemnity. The holders of at least a majority in principal amount of the outstanding debt securities of any series or of all debt securities then outstanding under an indenture shall have the right to direct the time, method and place of conducting any proceeding for employeeany remedy available to the applicable trustee, or of exercising any trust or power conferred upon such trustee. However, a trustee may refuse to follow any direction which:
Within 120 days after the close of each fiscal year, we will be required to deliver to each trustee a certificate, signed by one of our several specified officers stating whether or not that officer has knowledge of any default under the applicable indenture. If the officer has knowledge of any default, the notice must specify the nature and status of the default.
Modification of the Indentures
We may modify and amend the indentures only with the consent of the affected holders of at least a majority in principal amount of all outstanding debt securities issued under the applicable indenture. However, no such modification or amendment may, without the consent of the holders of the debt securities affected by the modification or amendment:
The holders of a majority in aggregate principal amount of the outstanding debt securities of each series may, on behalf of all holders of debt securities of that series, waive, insofar as that series is concerned, our compliance with material restrictive covenants of the applicable indenture.
We and the trustee may make modifications and amendments of an indenture without the consent of any holder of debt securities for any of the following purposes:
Voting
The indentures provide that in determining whether the holders of the requisite principal amount of outstanding debt securities of a series have given any request, demand, savings,authorization, direction, notice, consent or waiver under the indentures or whether a quorum is present at a meeting of holders of debt securities:
The indentures contain provisions for convening meetings of the holders of debt securities of a series. A meeting will be permitted to be called at any time deposits. Asby the applicable trustee, and also, upon request, by us or the holders of September 30, 2000,
total interest-bearing depositsat least 25% in principal amount of the outstanding debt securities of such series, in any such case upon notice given as provided in such indenture. Except for any consent that must be given by the holder of each debt security affected by the modifications and noninterest-bearing demand deposits amountedamendments of an indenture described above, any resolution presented at a meeting or adjourned meeting duly reconvened at which a quorum is present may be adopted by the affirmative vote of the holders of a majority of the aggregate principal amount of the outstanding debt securities of that series represented at such meeting.
Notwithstanding the preceding paragraph, except as referred to approximately $611 million and $124 million, respectively.
Commercial loans, including those secured by commercial real estate, and
others madeabove, any resolution relating to a varietyrequest, demand, authorization, direction, notice, consent, waiver or other action that may be made, given or taken by the holders of individuals and businesses, including retail
concerns, sole proprietorships, small businesses and larger corporations,
totaled approximately 39.7%a specified percentage, which is less than a majority, of the bank's total loansaggregate principal amount of the outstanding debt securities of a series may be adopted at September
30, 2000. Residential real estate loans, primarily consistinga meeting or adjourned meeting duly reconvened at which a quorum is present by the affirmative vote of loans securedsuch specified percentage.
Any resolution passed or decision taken at any properly held meeting of holders of debt securities of any series will be binding on all holders of such series. The quorum at any meeting called to adopt a resolution, and at any reconvened meeting, will be persons holding or representing a majority in principal amount of the outstanding debt securities of a series. However, if any action is to be taken relating to a consent or waiver which may be given by the holders of at least a specified percentage in principal amount of the outstanding debt securities of a series, the persons holding such percentage will constitute a quorum.
Notwithstanding the foregoing provisions, the indentures provide that if any action is to be taken at a meeting with respect to any request, demand, authorization, direction, notice, consent, waiver and other action that such indenture expressly provides may be made, given or taken by the holders of a specified percentage in principal amount of all outstanding debt securities affected by such action, or of the holders of such series and one or more additional series:
Discharge, Defeasance and Covenant Defeasance
Unless otherwise indicated in the applicable prospectus supplement, the indentures allow us to four family residential mortgagesdischarge our obligations to holders of any series of debt securities issued under any indenture when:
either (1) all securities of such series have already been delivered to the applicable trustee for cancellation; or (2) all securities of such series have not already been delivered to the applicable trustee
for cancellation but (a) have become due and payable, (b) will become due and payable within one year, or (c) if redeemable at our option, are to be redeemed within one year, and we have irrevocably deposited with the applicable trustee, in trust, funds in such currency or currencies, currency unit or units or composite currency or currencies in which such debt securities are payable, an amount sufficient to pay the entire indebtedness on such debt securities in respect of principal and any premium (or make-whole amount) and interest to the date of such deposit if such debt securities have become due and payable or, if they have not, to the stated maturity or redemption date; |
Unless otherwise indicated in the applicable prospectus supplement, the indentures provide that, upon our irrevocable deposit with the applicable trustee, in trust, of an amount, in such currency or currencies, currency unit or units or composite currency or currencies in which such debt securities are payable at September 30, 2000. Consumer loans outstandingstated maturity, or government obligations, or both, applicable to such debt securities, which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of, and any premium (or make-whole amount) and interest on, such debt securities, and any mandatory sinking fund or analogous payments thereon, on the scheduled due dates therefor, we may elect either:
Notwithstanding the above, we may not elect to defease and be discharged from the obligation to pay any additional amounts upon the occurrence of particular events of tax, assessment or governmental charge with respect to payments on such debt securities and the obligations to register the transfer or exchange of such debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency in respect of such debt securities, or to hold monies for payment in trust.
The indentures only permit us to establish the trust described in the paragraph above if, among other things, we have delivered to the applicable trustee an opinion of counsel to the effect that the holders of such debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at September 30, 2000, including
home equity loansthe same times as would have been the case if such defeasance or covenant defeasance had not occurred. Such opinion of counsel, in the case of defeasance, will be required to refer to and lines of credit, auto loans, installment loans and
revolving lines of credit, comprised approximately 17.6% of total loans.
The bank's lending activities are conducted primarily in southern Rhode
Island and southeastern Connecticut. The bank provides a variety of commercial
and retail lending products. The bank generally underwrites its residential
mortgagesbe based upon secondary market standards. Loansa ruling received from or published by the Internal Revenue Service or a change in applicable federal income tax law occurring after the date of the indenture. In the event of such defeasance, the holders of such debt securities would be able to look only to such trust fund for payment of principal, any premium (or make-whole amount), and interest.
When we use the term “government obligations,” we mean securities that are:
obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States or other government that issued the foreign currency in which the debt securities of such series are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States or such other government, which are not callable or redeemable at the option of the issuer thereof and shall also include a depositary receipt issued by a bank or trust
company as custodian with respect to any such government obligation or a specific payment of interest on or principal of any such government obligation held by such custodian for the account of the holder of a depositary receipt. However, except as required by law, such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the government obligation or the specific payment of interest on or principal of the government obligation evidenced by such depositary receipt. |
Unless otherwise provided in the secondary market as well as for portfolio. Most secondary market
loans are soldapplicable prospectus supplement, if after we have deposited funds and/or government obligations to effect defeasance or covenant defeasance with servicing retained.
Washington Trust Bancorp, Inc.respect to debt securities of any series, (a) the holder of a debt security of such series is entitled to, and The Washington Trust Company operate
in a highly regulated industry. Accordingly, Washington Trust and the bank are
subject to the supervision, examination and reporting requirements of various
federal and state regulatory authorities.
Registration Rights of the Selling Stockholders
We are registering the shares to be sold in this offering to fulfill our
obligationsdoes, elect under the terms of the merger agreement. Underapplicable indenture or the merger agreement,terms of such debt security to receive payment in a currency, currency unit or composite currency other than that in which such deposit has been made in respect of such debt security, or (b) a conversion event occurs in respect of the currency, currency unit or composite currency in which such deposit has been made, the indebtedness represented by such debt security will be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of, and premium (or make-whole amount) and interest on, such debt security as they become due out of the proceeds yielded by converting the amount so deposited in respect of such debt security into the currency, currency unit or composite currency in which such debt security becomes payable as a result of such election or such cessation of usage based on the applicable market exchange rate.
When we must, amonguse the term “conversion event,” we mean no longer using:
Unless otherwise provided in the applicable prospectus supplement, all payments of principal of, and any premium (or make-whole amount) and interest on, any debt security that is payable in a foreign currency that ceases to causebe used by its government of issuance shall be made in United States dollars.
In the registration statementevent that (a) we effect covenant defeasance with respect to become effective as soon as possible. We also must
keepany debt securities and (b) such debt securities are declared due and payable because of the registration statement continuously effective untiloccurrence of any event of default, the earlieramount in such currency, currency unit or composite currency in which such debt securities are payable, and government obligations on deposit with the applicable trustee, will be sufficient to pay amounts due on such debt securities at the time of otheir stated maturity but may not be sufficient to pay amounts due on such debt securities at the date ontime of the acceleration resulting from such event of default. However, we would remain liable to make payments of such amounts due at the time of acceleration.
The applicable prospectus supplement may further describe the provisions, if any, permitting such defeasance or covenant defeasance, including any modifications to the provisions described above, with respect to the debt securities of or within a particular series.
Conversion Rights
The terms and conditions, if any, upon which the selling stockholders no longer holddebt securities are convertible into common stock will be set forth in the applicable prospectus supplement. The terms will include our obligation, if any, to permit the conversion of the debt securities of such series into our common stock and the terms and conditions upon which such conversion shall be effected (including, the initial conversion price or rate, the conversion period, any
adjustment of the applicable conversion price, any applicable limitations on the ownership or transferability of common stock receivable on conversion, and any requirements relative to the reservation of such shares for purposes of conversion.
Unless otherwise provided in the applicable prospectus supplement, the holder of debt securities convertible into our common stock will have the right, exercisable at any time during the time period specified in the prospectus supplement, unless previously redeemed, to convert convertible debt securities into shares of common stock coveredas specified in the prospectus supplement, at the conversion rate per principal amount set forth in the prospectus supplement. In the case of convertible debt securities called for redemption, conversion rights will expire at the close of business on the business day immediately preceding the redemption date, unless we default in making the payment due upon redemption, in which case such conversion right shall terminate on the date we cure such default.
Unless otherwise provided in the applicable prospectus supplement, for each series of convertible debt securities, the conversion price will be subject to adjustments as a result of:
In any event, no adjustment of the conversion price will be required unless an adjustment would require a cumulative increase or decrease of at least 1% in such price. We will not issue any fractional shares of common stock upon conversion, but instead, we will pay a cash adjustment.
Subordination
Unless otherwise provided in the applicable prospectus supplement, subordinated securities will be subject to the following subordination provisions.
Upon any distribution to our creditors in a liquidation, dissolution or reorganization, the payment of the principal of and interest on any subordinated securities will be subordinated to the extent provided in the applicable indenture in right of payment to the prior payment in full of all senior debt. However, our obligation to make payments of the principal of and interest on such subordinated securities otherwise will not be affected. No payment of principal or interest will be permitted to be made on subordinated securities at any time if a default on senior debt exists that permits the holders of such senior debt to accelerate its maturity and the default is the subject of judicial proceedings or we receive notice of the default. After all senior debt is paid in full and until the subordinated securities are paid in full, holders of subordinated securities will be subrogated to the rights of holders of senior debt to the extent that distributions otherwise payable to holders of subordinated securities have been applied to the payment of senior debt. The subordinated indenture will not restrict the amount of senior debt or other indebtedness of us and our subsidiaries. As a result of these subordination provisions, in the event of a distribution of assets upon insolvency, holders of subordinated securities may recover less, ratably, than our general creditors.
The term “senior debt” will be defined in the applicable indenture as the principal of and interest on, or substantially similar payments to be made by us in respect of, other outstanding indebtedness, whether outstanding at the date of execution of the applicable indenture or subsequently incurred, created or assumed. The prospectus supplement may include a description of additional terms implementing the subordination feature.
No restrictions will be included in any indenture relating to subordinated securities upon the creation of additional senior debt.
If this prospectus is being delivered in connection with the offering of a series of subordinated securities, the accompanying prospectus supplement or
o one year after the dateinformation incorporated in this prospectus by reference will set forth the approximate amount of senior debt outstanding as of the end of our most recent fiscal quarter.
The following is a description of the material terms and provisions of our common stock. It may not contain all the information that is important to you. Therefore, you should read our articles of incorporation and by-laws that have been filed with the SEC.
General
Under our articles of incorporation, we have authority, without further shareholder action, to issue up to 60,000,000 shares of common stock, $0.0625 par value per share.
Our common stock is listed on the NASDAQ Global Market under the symbol “WASH.”
We may issue common stock from time to time. Our Board of Directors must approve the amount of stock we sell and the price for which sharesit is sold. Holders of our common stock were issueddo not have any preferential rights or preemptive rights to buy or subscribe for capital stock or other securities that we may issue. Our common stock does not have any redemption or sinking fund provisions or any conversions rights.
Dividends
Holders of our common stock are entitled to receive dividends if, as and when declared by our board of directors out of any funds legally available for dividends.
Voting Rights
Except as otherwise required by law and except as provided by the terms of any other class or series of stock, holders of our common stock have the exclusive power to vote on all matters presented to our shareholders, including the election of directors. Holders of our common stock are entitled to one vote per share. They elect our Board of Directors and act on other matters as are required to be presented to them under Rhode Island law or as are otherwise presented to them by the Board of Directors. There is no cumulative voting in the election of our directors.
All matters to be voted on by shareholders, other than the election of directors, must be approved by a majority of the votes cast at a meeting of shareholders duly called and at which a quorum is present. In elections of directors, a plurality voting standard will apply.
Preemptive Rights.
Holders of our common stock have no preemptive rights.
Liquidation/Dissolution Rights.
Holders of our common stock are entitled, upon our liquidation, and after claims of creditors at the time of liquidation, to receive pro rata the Corporation’s net assets.
Restrictions on Ownership.
The Bank Holding Company Act of 1956, as amended, or the “BHCA,” requires any “bank holding company,” as defined in the BHCA, to obtain the approval of the Federal Reserve prior to the selling stockholders.
We have agreedacquisition of more than 5% of our common stock. Any person, other than a bank holding company, is required to bear all expenses of registering the saleobtain prior approval of the Federal Reserve to acquire 10% or more of our common stock under the Change in Bank Control Act. Any holder of 25% or more of our common stock, or a holder of 5% or more if such holder otherwise
exercises a “controlling influence” over the Corporation, may be subject to regulation as a bank holding company under the Bank Holding Company Act. In addition, Rhode Island law requires the prior approval of the Superintendent of the Rhode Island Department of Business Regulation, Banking Regulation Division for (i) the acquisition of more than 5% of the voting shares of a Rhode Island financial institution or Rhode Island Bank or any financial institution holding company that controls a Rhode Island financial institution or Rhode Island bank by certain banking entities, or (iii) the acquisition by a Rhode Island financial institution or Rhode Island bank or a Rhode Island financial institution holding company of more than 5% of the voting shares of a financial institution or a foreign bank.
Transfer Agent
The transfer agent and registrar for our common stock is American Stock Transfer and Trust Company, LLC.
We may issue warrants for the purchase of common stock receivedand debt securities. Warrants may be issued separately or together with common stock or debt securities offered by the selling stockholdersany prospectus supplement and may be attached to or separate from such common stock or debt securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust corporation, as warrant agent, all as set forth in the acquisition
of Phoenix other than underwriting discounts and commissions, stock transfer
taxes or fees and expenses of legal, tax and other counsel or advisorsprospectus supplement relating to the stockholders.particular issue of offered warrants. The Selling Stockholders
Allwarrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants. Copies of the sharesforms of common stockwarrant agreements, including the forms of warrant certificates representing the warrants, will be filed as exhibits to a document incorporated by reference in the registration statement of which this prospectus forms a part.
This section describes the general terms and provisions of the warrants offered by this prospectus. The applicable prospectus weresupplement will describe the specific terms of any issuance of warrants. You should read the particular terms of any warrants we offer in any prospectus supplement, together with the more detailed form of warrant agreement and the form of warrant certificate. The prospectus supplement also will state whether any of the terms summarized below do not apply to the warrants being offered.
General
The applicable prospectus supplement will describe the terms of the warrants and applicable warrant agreement, including the following, where applicable:
We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit may also include debt obligations of third parties, such as U.S. Treasury securities. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The prospectus supplement will describe:
The descriptions of the units and any applicable underlying security or pledge or depository arrangements in this prospectus and in any prospectus supplement are summaries of the material provisions of the applicable agreements. These descriptions do not restate those agreements in their entirety and do not contain all of the information that you may find useful or that may be important to you. You should refer to the provisions of the applicable agreements because they, and not the summaries, define your rights as holders of the units. We will make copies of the relevant agreements available as described under the heading “Where You Can Find More Information” below.
We may sell the securities in any one or more of the following ways:
Our common stock may be issued upon conversion of debt securities or in exchange for our debt securities. Securities may also be issued upon exercise of warrants. We reserve the right to sell securities directly to investors on their own behalf in those jurisdictions where they are authorized to do so.
If we sell securities to a dealer acting as principal, the dealer may resell such securities at varying prices to be determined by such dealer in its discretion at the time of resale without consulting with us and such resale prices may not be disclosed in the applicable prospectus supplement.
Any underwritten offering may be on a best efforts or a firm commitment basis. We may also offer securities through subscription rights distributed to our shareholders on a pro rata basis, which may or may not be transferable. In any distribution of subscription rights to shareholders, if all of the outstanding capital stockunderlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of Phoenix in a transaction
exempt under Regulation D fromone or more underwriters, dealers or agents, including standby underwriters, to sell the registration requirementsunsubscribed securities to third parties.
Sales of the Securities
Act of 1933. The offer and sale of the common stock offered in this prospectus
is being registered pursuant to the registration rights granted to Ms. Langlois
and Mr. Fogarty in connection with our acquisition of Phoenix. Ms. Langlois and
Mr. Fogarty are officers of the division of The Washington Trust Company that
operates the investment management business formerly operated by Phoenix.
The following table sets forth names of the selling stockholders, the
number of shares of common stock beneficially owned by each selling stockholder
as of December 5, 2000, and the maximum number of shares of common stock thatsecurities may be offeredeffected from time to time under this prospectus by each of them. Because
each selling stockholder may sellin one or otherwise transfer less than all their
shares of common stock pursuant to this prospectus, we cannot estimate the
number of shares of common stock that will be held by such selling shareholder
after this offering.
Common Stock
Beneficially
Owned as of Common Stock
Name December 5, 2000 Offered by this Prospectus
Marie L. Langlois 505,404 505,404
Gerald J. Fogarty, Jr. 505,404 505,404
Plan of Distribution
Ms. Langlois and Mr. Fogarty may offer and sell the shares of common
stock offered by this prospectus from time to time on any stock exchangemore transactions, including negotiated transactions:
Any of the prices may represent a discount from the then prevailing market prices.
In the sale of the securities, underwriters or at prices otherwise
negotiated. In addition to Ms. Langloisagents may receive compensation from us in the form of underwriting discounts or commissions and Mr. Fogarty, this prospectus may be
used by their pledgees, donees, transferees, or any of their successors in
interest to offer and sell shares
received from Ms. Langlois or Mr. Fogarty as a gift or other non-sale-related
transfer after the date of this prospectus (all of whom may also be selling
stockholders under this prospectus). The selling stockholdersreceive compensation from purchasers of the securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the common stock by onesecurities to or more of the following methods described in this
prospectus, which may include without limitation the following:
o block trades in which the broker or dealer so engaged will attempt
to sell the common stock as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by the broker
or dealer for its own account pursuant to this prospectus;
o an exchange distribution in accordance with the rules of any stock
exchange on which the common stock is listed;
o ordinary brokerage transactions and transactions in which the broker
solicits purchases;
o privately negotiated transactions;
o short sales;
o through the writing of options on the common stock, whether or the
options are listed on an options exchange;
o one or more underwritten offerings on a firm commitment or best efforts
basis; and
o any combination of any of these methods of sale.
The selling stockholders may also transfer the common stock by gift. We
do not know of any arrangements by the selling stockholders for the sale of any
of the common stock.
The selling stockholders may engage brokers and dealers, and any
brokers orsuch dealers may arrange for other brokers or dealers to participate in
effecting sales of the common stock. These brokers, dealers or underwriters may
act as principals, or as an agent of a selling stockholder. Broker-dealers may
agree with a selling stockholder to sell a specified number of shares of the
common stock at a stipulated price per security. If the broker-dealer is unable
to sell the shares of common stock acting as agent for a selling stockholder, it
may purchase as principal any unsold common stock at the stipulated price.
Broker-dealers who acquire shares of common stock as principals may thereafter
resell the common stock from time to time in transactions in any stock exchange
or automated interdealer quotation system on which the common stock is then
listed, at prices and on terms then prevailing at the time of sale, at prices
related to the then-current market price or in negotiated transactions.
Broker-dealers may use block transactions and sales to and through
broker-dealers, including transactions of the nature described above. The
selling stockholders may also sell the common stock in accordance with Rule 144
under the Securities Act of 1933 rather than pursuant to this prospectus,
regardless of whether the common stock is covered by this prospectus.
From time to time, one or more of the selling stockholders may pledge,
hypothecate or grant a security interest in some or all of the shares of common
stock owned by them. The pledgees, secured parties or persons to whom the common
stock have been hypothecated will, upon foreclosure in the event of default, be
deemed to be selling stockholders. The number of a selling stockholder's shares
of common stock offered under this prospectus will decrease as and when it takes
such actions. The plan of distribution for that selling stockholder's common
stock will otherwise remain unchanged. In addition, a selling stockholder may,
from time to time, sell shares of the common stock short, and, in those
instances, this prospectus may be delivered in connection with the short sales
and the common stock offered under this prospectus may be used to cover short
sales.
To the extent required under the Securities Act of 1933, the aggregate
number of a selling stockholders' shares of common stock being offered and the
terms of the offering, the names of any agents, brokers, dealers or underwriters
and any applicable commission with respect to a particular offer will be set
forth in an accompanying prospectus supplement. Any underwriters, dealers,
brokers or agents participating in the distribution of the common stock may receive compensation in the form of underwriting discounts, concessions or commissions or fees from a selling stockholderthe underwriters and/or commissions from the purchasers of a selling
stockholders' common stock for whom they may act (which compensation as agents. Discounts, concessions and commissions may be changed from time to a
particular broker-dealer might be in excess of customary commissions).
The selling stockholderstime. Dealers and any underwriters, brokers, dealers or agents that participate in the distribution of the common stocksecurities may be deemed to be "underwriters" within the meaning ofunderwriters under the Securities Act, of 1933, and any discounts, concessions or commissions or fees received by themthey receive from us and any profit on the resale of the common stock sold by themsecurities they realize may be deemed to be underwriting compensation under applicable federal and state securities laws.
The applicable prospectus supplement will, where applicable:
Unless otherwise specified in the related prospectus supplement, each series of securities will be a new issue with no established trading market, other than shares of our common stock, which are listed on NASDAQ. Any common stock sold pursuant to a prospectus supplement will be listed on NASDAQ, subject to official notice of issuance. We may elect to list any series of debt securities on an exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of, or the trading market for, any offered securities.
We may enter into hedgingderivative transactions with broker-dealers and the broker-dealers may engage in short sales of the common
stock in the course of hedging the positions they assume with that selling
stockholder, including, without limitation, in connection with distributions of
the common stock by those broker-dealers. A selling stockholder may enter into
optionthird parties, or other transactions with broker-dealers that involve the delivery of
the shares of common stock offeredsell securities not covered by this prospectus to third parties in privately negotiated transactions. If disclosed in the broker-dealers, whoapplicable prospectus supplement, in connection with those derivative transactions third parties may then resell or otherwise transfer those shares of common stock. A selling
stockholder may also loan or pledge the common stock offeredsell securities covered by this prospectus and such prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or from others to a broker-dealersettle those short sales or to close out any related open borrowings of securities, and may use securities received from us in settlement of those derivative transactions to close out any related open borrowings of securities. If the broker-dealerthird party is or may sellbe deemed to be an underwriter under the common stock offered by
this prospectus so loaned or upon a default may sell or otherwise transfer the
pledged common stock offered by this prospectus.
The selling stockholders and other persons participatingSecurities Act, it will be identified in the sale orapplicable prospectus supplements.
Until the distribution of the common stock will be subject to applicable provisionssecurities is completed, rules of the Securities Exchange Act of 1934 and the rules and regulations thereunder,
including Regulation M. This regulationSEC may limit the timing of purchases and
sales of any of the shares of common stock by the selling stockholders and any
other person. The anti-manipulation rules under the Securities Exchange Act of
1934 may apply to sales of common stock in the market and to the activities of
the selling stockholders and their affiliates. Furthermore, Regulation M may
restrict the ability of any person engagedunderwriters and selling group members to bid for and purchase the securities. As an exception to these rules, underwriters are permitted to engage in some transactions that stabilize the price of the securities. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities.
Underwriters may engage in overallotment. If any underwriters create a short position in the securities in an offering in which they sell more securities than are set forth on the cover page of the applicable prospectus supplement, the underwriters may reduce that short position by purchasing the securities in the open market.
The lead underwriters may also impose a penalty bid on other underwriters and selling group members participating in an offering. This means that if the lead underwriters purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of any selling concession from the underwriters and selling group members who sold those securities as part of the offering.
In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security before the distribution is completed.
We do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above might have on the price of the securities. In addition, we do not make any representation that underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.
Under agreements into which we may enter, underwriters, dealers and agents who participate in the distribution of the common
stock to engage in market-making activities with respect to the particular
shares of common stock being distributed for a period of up to five business
days
before the distribution. These restrictions may affect the marketability of
the common stock and the ability of any person or entity to engage in
market-making activities with respect to the common stock.
We have agreed to indemnify in certain circumstances the selling
stockholders and any brokers, dealers and agents whosecurities may be deemedentitled to be
underwriters, if any, of the shares of common stock coveredindemnification by the registration
statement,us against or contribution towards certain civil liabilities, including liabilities under the Securities Actapplicable securities laws.
Underwriters, dealers and agents may engage in transactions with us, perform services for us or be our tenants in the ordinary course of 1933.business.
If indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by particular institutions to purchase securities from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in such prospectus supplement. Each delayed delivery contract will be for an amount no less than, and the aggregate amounts of securities sold under delayed delivery contracts shall be not less nor more than, the respective amounts stated in the applicable prospectus supplement. Institutions with which such contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but will in all cases be subject to our approval. The selling stockholders have agreedobligations of any purchaser under any such contract will be subject to indemnify us in
certain circumstances against certain liabilities, including liabilitiesthe conditions that (a) the purchase of the securities shall not at the time of delivery be prohibited under the Securities Actlaws of 1933.any jurisdiction in the United States to which the purchaser is subject, and (b) if the securities are being sold to underwriters, we shall have sold to the underwriters the total amount of the securities less the amount thereof covered by the contracts. The sharesunderwriters and such other agents will not have any responsibility in respect of common stockthe validity or performance of such contracts.
To comply with applicable state securities laws, the securities offered by this prospectus were originally
issued towill be sold, if necessary, in such jurisdictions only through registered or licensed brokers or dealers. In addition, securities may not be sold in some states unless they have been registered or qualified for sale in the selling stockholders pursuant toapplicable state or an exemption from the registration requirementsor qualification requirement is available and is complied with.
Underwriters, dealers or agents that participate in the offer of securities, or their affiliates or associates, may have engaged or engage in transactions with and perform services for us or our affiliates in the ordinary course of business for which they may have received or receive customary fees and reimbursement of expenses.
The validity of the Securities Act of 1933. We agreed to register
the common stock under the Securities Act of 1933, and to keep the registration
statement of which this prospectus is a part effective until the earlier of the
date on which the selling stockholders have sold all of these shares of common
stock or one year after the effective date of the registration statement. We
have agreed to pay all expenses in connection with thissecurities we are offering but not
including underwriting discounts, concessions, commissions or fees of the
selling stockholders or any fees and expenses of counsel or other advisors to
the selling stockholders.
We will not receive any proceeds from sales of any shares of common
stock by the selling stockholders.
We can not assure you that the selling stockholders will sell all or
any portion of the shares of common stock offered by this prospectus.
Use of Proceeds
We will not receive any of the proceeds of the sale of the shares of
common stock offered by this prospectus, but we have agreed to pay certain fees
and expenses associated with registering the shares of common stock.
Legal Matters
The legality of the common stock offered by this prospectus will be passed upon for us by Goodwin Procter & Hoar LLP, Boston, Massachusetts.
Experts
The consolidated financial statements of Washington Trust Bancorp, Inc.the Corporation as of December 31, 19992016 and December 31, 19982015, and for each of the years in the three-year period ended December 31, 1999,2016, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2016, have been incorporated by reference in this prospectus and the registration statement of which this prospectus is a
part,herein, in reliance upon the reportreports of KPMG LLP, independent certifiedregistered public accountants, given onaccounting firm, incorporated by reference herein, and upon the authority of thatsaid firm as experts in accounting and auditing.
Where You May Find Additional Information
We have filed with the Securities and Exchange Commission a registration
statement on Form S-3 under the Securities Act of 1933 with respect to the
shares of common stock offered under this prospectus. This prospectus is part of
the registration statement. This prospectus does not contain all of the
information contained in the registration statement because we have omitted
parts of the registration statement in accordance with the rules and regulations
of the Securities and Exchange Commission. For further information, we refer you
to the registration statement, which you may read and copy at the public
reference facilities maintained by the Securities and Exchange Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
at the Securities and Exchange Commission's Regional Offices at 7 World Trade
Center, 13th Floor, New York, New York 10048, and Citicorp Center, 500 W.
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You may also obtain
copies at the prescribed rates from the Public Reference Section of the
Securities and Exchange Commission at its principal office in Washington, D.C.
You may call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information about the public reference rooms.
INFORMATION INCORPORATED BY REFERENCE
The Securities and
Exchange Commission maintains a web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Securities and Exchange Commission, including Washington
Trust. You may access the Securities and Exchange Commission's web site at
http://www.sec.gov.
We are subject to the informational requirements of the Securities
Exchange Act of 1934, and we are required to file reports, proxy statements and
other information with the Securities and Exchange Commission. Such reports,
proxy statements and other information can be inspected and copied at the
locations described above. Our Securities and Exchange Commission file number is
000-25323. Copies of these materials can be obtained by mail from the Public
Reference Section of the Securities and Exchange Commission at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
Our common stock is listed on the Nasdaq National Market under the symbol
"WASH."
The Securities and Exchange CommissionSEC allows us to incorporate by reference the information thatand reports we file with them. Incorporation by referenceit, which means that we can disclose important information to you by referring you to other documents that are legally considered to bethese documents. Our SEC file number is1-32991. The information incorporated by reference is an important part of this prospectus, and later information that we file later with the Securities and Exchange CommissionSEC will automatically update and supersede the information in this prospectus andalready incorporated by reference. We are incorporating by reference the documents listed below. We incorporate by referencebelow, which we have already filed with the specific documents
listed belowSEC, and any future filings we make with the Securities and Exchange
CommissionSEC under SectionSections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (file no. 000-13091)(the “Exchange Act”), (1) on or after the date of filing of the registration containing this prospectus and prior to the effectiveness of the registration statement and (2) on or after the date of this prospectus until the earlier of the date on which all of the shares of common stock offered
undersecurities registered hereunder have been sold or this registration statement has been withdrawn shall be deemed incorporated by reference in this prospectus are sold.
o Our and to be a part of this prospectus from the date of filing of those documents:
You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, at no cost by writing or telephoning us at the following address: Elizabeth B.
Eckel, Senior Vice President, Marketing,following: Washington Trust Bancorp, Inc., 23 Broad Street, Westerly, Rhode Island 02891. Telephone requests02891, Attention: Corporate Secretary. Our telephone number is (401) 348-1200.
This prospectus is part of a registration statement we filed with the SEC. We have incorporated into this registration statement exhibits. You should read the exhibits carefully for provisions that may be directedimportant to Ms. Eckel at (401) 348-1200.
you.
You should rely only on the information contained or incorporated by reference or provided in this prospectus or supplement thereto.
================================================================================
You should rely on the information
incorporated by reference or contained
in thisany prospectus or any supplement. We have not authorized anyone else to provide you with different or additional 1,010,808 Shares information. We are not making an offer to sell the 1,010,808 Shares common stockof these securities in any state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplementin the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus or those documents.
------------------------
Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, or in any other document filed later that is also incorporated in this prospectus by reference, modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed to constitute a part of this prospectus except as so modified or superseded. The information relating to us contained in this prospectus should be read together with the information contained in any prospectus supplement and in the documents incorporated in this prospectus and any prospectus supplement by reference.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement under the Securities Act of 1933 (the “Securities Act”) that registers the offer and sale of the securities offered by this prospectus. This prospectus is part of the registration statement, but the registration statement, including the accompanying exhibits included or incorporated by reference therein, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our SEC filings are also available to the public from the SEC’s website atwww.sec.gov and on our website atwww.washtrust.com. We have included the SEC’s web address and our web address as inactive textual references only. Except as specifically incorporated by reference in this prospectus, information on those websites is not part of this prospectus.
$150,000,000
Common Stock
Senior Debt Securities
Subordinated Debt Securities
Warrants
Units
WASHINGTON TRUST BANCORP, INC.
Common Stock
-------------------
Prospectus
-------------------
December __, 2000
================================================================================
PROSPECTUS
, 2017
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the Securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.
PART II: II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated feescosts and expenses payable by the registrant in connection with the issuance and distributionregistration of the securities being registered byunder this prospectus.Registration Statement. All amounts except the SEC registration fee are estimated.
Registration fee $ 3,903
Legal fees and expenses 25,000
Accounting fees and expenses 8,500
Miscellaneous 0
-------------
Total $ 37,403
All underwriting discounts and commissions, stock transfer taxes or fees
and expenses of legal, tax and other counsel or advisors to the selling
stockholders shall be borne by the selling stockholders. All other expenses in
connection with the issuance and distribution of the securities being offered
shall be borne by the Registrant.
estimates.
SEC registration fee | $ | 18,675 | ||
Legal fees and expenses | 30,000 | |||
Accounting fees and expenses | 10,000 | |||
Printing and related expenses | 1,500 | * | ||
Miscellaneous expenses | — | |||
|
| |||
Total | 60,175 | |||
|
|
* | Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses that we anticipate we will incur in connection with the offering of securities under this registration statement. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement, information incorporated by reference or related free writing prospectus. |
Item 15. Indemnification of Directors and Officers.
The
Section 7-1.2-814 of the Rhode Island Business Corporation Act, (the "RIBCA") generally
permitsas amended, provides that a corporation generally has the power to indemnify directors, officers, employees and agents against judgments, penalties, fines, settlements and reasonable expenses, including attorneys’ fees, actually incurred in connection with any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, to which such director, officer, employee or agent may be a director or officer for expenses incurred
by themparty by reason of their position with the corporation if the person hashis being a director, officer, employee or agent, provided that such director, officer, employee or agent shall have acted in good faith and with the reasonable belief (i)shall have reasonably believed (a) in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in the corporation’s best interests, of
the corporation and, (ii)(b) in all other cases, that his or her conduct was at least not opposed to theits best interests, ofand (c) in the corporation, and with respect tocase of any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Unless limited by the corporation's charter,
the RIBCA also permits indemnification if a court of appropriate jurisdiction,
upon application of a director or officer and such notice as the court shall
require, determines that the individual is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not he or
she has met the standard of conduct referred to above. However, the RIBCA does
not permit a corporation to indemnify persons (1) in actions brought by or in
the right
In accordance with Section 7-1.2-202 of the corporation ifRhode Island Business Corporation Act, Article Eleventh of the person is adjudged toCorporation’s Restated Articles of Incorporation, as amended, provides that no director of the the Corporation shall be liable to the corporation, or (2) in actions in which the director is adjudged to be liable on
the basis that personal benefit was improperly received by him or her, although,
in both cases, it does permit indemnification, but only of expenses, if, and
only to the extent, approved by a court of appropriate jurisdiction. The RIBCA
permits the right to indemnification to include the right to be paid by the
corporation for expenses the indemnified person incurs in defending the
proceeding in advance of its final disposition; provided, that the indemnified
party deliver to the corporation a written affirmation of a good faith belief
that he or she has met the applicable standards of conduct and that he or she
undertakes to repay all amounts advanced if it is ultimately determined that he
or she is not entitled to be indemnified under the charter or otherwise.
However, under the RIBCA, except where indemnification is ordered by a court of
appropriate jurisdiction upon application of any director, officer, employee or
agent, no
indemnification will be made unless authorized in the specific case after a
determination has been made, by the board of directors, special legal counsel
or the shareholders that indemnification is permissible in the circumstances
because the director, officer, employee or agent has met the standard of
conduct for indemnification described above.
The RIBCA permits the charter of a corporation to provide that no
director will be personally liable to the corporationCorporation or its shareholders for monetary damages for breach of the director'ssuch director’s fiduciary duty as a director, except for:
-for liability (i) for any breach of the director'sdirector’s duty of loyalty to the corporationCorporation or its shareholder;
-shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
-law, (iii) under Section 7-1.2-811 of the Rhode Island Business Corporation Act, which relates to liability imposed for votingunauthorized acquisitions or redemptions of, or dividends or distributions on, capital stock, or (iv) for or assenting to an unlawful
distribution pursuant to the provisions of RIBCA Section 7-1.1-43;
or
- any transaction from which the director derived an improper personal benefit unless(unless such transaction is permitted under RIBCAby Section 7-1.1-37.1.
The Washington Trust charter provides that no Director7-1.2-807 of Washington
Trust shall be liable to Washington Trust or to its shareholders for monetary
damages for breach of the Director's duty as a director. However, this provision
of the charter does not eliminate or limit the liability of a Director for any
of the above listed exceptions under the RIBCA. Furthermore, the Washington
Trust charter provides that if the Rhode Island General Laws are amendedBusiness Corporation Act, which relates to authorize corporate action further eliminating or limiting the personal
liabilitydirector conflicts of directors, then the liability of each Director of Washington Trust
shall be eliminated or limitedinterest).
The Corporation’s By-Laws provide for indemnification to the fullest extent permitted byunder the Rhode Island General Laws, as so amended.
The Washington Trust bylawsBusiness Corporation Act. Specifically, the Corporation ‘s By-Laws provide that Washington Trustsuch rights to indemnification are contract rights and that the expenses incurred by an indemnified person shall indemnify and hold harmless eachbe paid in advance of a final disposition of any proceeding; provided, however, that if required under applicable law, such person who is made party to or is threateneddelivers a written affirmation that such person has met the standards of care required under such provisions to be made a partyentitled to or is involved in any action or proceeding by reasonindemnification.
II-1
Section 7-1.2-814(i) of the factRhode Island Business Corporation Act and Section 8.04 of the Corporation’s By-Laws provide that he or shethe Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director,director, officer, employee or agent of Washington Trust to the fullest extent permitted by Rhode Island General Laws
against all expenses, liability and loss the person actually incurs in
connection with the proceeding. However, Washington Trust will provide this
indemnification in connection withCorporation, or who, while a proceeding,director, officer, employee or part of a proceeding,
initiated by the person being indemnified only if the proceeding, or partagent of the proceeding,Corporation, is or was authorizedserving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against any liability asserted against and incurred by such persons in any such capacity. The Corporation has obtained insurance covering its directors and officers against losses and insuring the BoardCorporation against certain of Directors. As permitted by the RIBCA,
Washington Trust maintains directors'its obligations to indemnify its directors and officers' liability insurance in
amounts and on terms which the Washington Trust Board of Directors deems
reasonable. In the ordinary course of business, the Washington Trust Board of
Directors regularly reviews the scope and adequacy of such insurance coverage.
officers.
Item 16. Exhibits.
(a) The following exhibits are filed as part of this registration
statement or incorporated herein by reference:
Exhibit
No. Description
5.1 Opinion of Goodwin, Procter & Hoar LLP, General Counsel to Washington
Trust, as to the legality of the securities.**
15.1 Letter of KPMG LLP Re Unaudited Interim Financial Information.*
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.*
24.1 Powers of Attorney.**
- -----------
* Filed herewith.
** Previously filed.
* | To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference to this Registration Statement. |
II-2
Item 17. Undertakings.
(a)
The Registrantundersigned 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) Toto include any prospectus required by Section 10(a)(3) of the Securities Act;
Act of 1933;
(ii) Toto reflect in the prospectus any actsfacts 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation“Calculation of Registration Fee"Fee” table in the effective registration statement; and
(iii) Toto 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), (ii) and (a)(1)(ii)(iii) above do not apply if the information required to be included in a post-effective amendment by those periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrantregistrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement;
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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; and
(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 purpose of determining liability under the Securities Act of 1933 to any purchaser,
(i) (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b) The Registrant hereby undertakes(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance
II-3
on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant'sregistrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 suchthe securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrantregistrant pursuant to the foregoing provisions,
described under Item 15 above, or otherwise, the Registrantregistrant has been advised that in the opinion of the Securities and Exchange 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 respective registrant of expenses incurred or paid by a director, officer or controlling person of the Registrantregistrant 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 Registrantregistrant 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.
II-4
Pursuant to the requirements of the Securities Act of 1933, Washington
Trust Bancorp, Inc.as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and that it has duly caused this amendment to its registration statement (the "Registration Statement") to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Westerly, State of Rhode Island, on thisthe 16th day of December 5, 2000.
WASHINGTON TRUST BANCORP, INC.
By: John C. Warren
------------------------------------------
John C. Warren
October, 2017.
WASHINGTON TRUST BANCORP, INC. | ||
By: | /s/ Joseph J. MarcAurele | |
Joseph J. MarcAurele | ||
Chairman and Chief Executive Officer (Principal Executive Officer) | ||
By: | /s/ David V. Devault | |
David V. Devault | ||
Vice Chair, Secretary and Chief Financial Officer (Principal Financial Officer) | ||
By: | /s/ Maria N. Janes | |
Maria N. Janes | ||
Executive Vice President and Controller (Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and Chief Executive Officer
directors of Washington Trust Bancorp, Inc., hereby severally constitute Joseph J. MarcAurele and David V. Devault, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below and in such other capacities as the undersigned may from time to time serve in the future, the registration statement filed herewith and any and all amendments (including post-effective amendments) to said registration statement (or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and generally to do all such things in our names and in our capacities as officers and directors to enable Washington Trust Bancorp, 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 of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
John C. Warren Chairman, Chief December 5, 2000
- ----------------------------------- Executive Officer
John C. Warren (principal executive
officer) and Director
* Director December 5, 2000
- -----------------------------------
Alcino G. Almeida
* Director December 5, 2000
- -----------------------------------
Gary P. Bennett
* Director December 5, 2000
- -----------------------------------
Steven J. Crandall
* Director December 5, 2000
- -----------------------------------
Richard A. Grills
* Director December 5, 2000
- -----------------------------------
Larry J. Hirsch
Director
- -----------------------------------
Katherine W. Hoxsie
Director
- -----------------------------------
Mary E. Kennard
* Director December 5, 2000
- -----------------------------------
Joseph J. Kirby
* Director December 5, 2000
- -----------------------------------
Edward M. Mazze
* Director December 5, 2000
- -----------------------------------
James W. McCormick
* Director December 5, 2000
- -----------------------------------
Victor J. Orsinger II
* Director December 5, 2000
- -----------------------------------
H. Douglas Randall, III
* Director December 5, 2000
- -----------------------------------
Joyce O. Resnikoff
* Director December 5, 2000
- -----------------------------------
James P. Sullivan
* Director December 5, 2000
- -----------------------------------
Neil H. Thorp
David V. Devault Executive Vice December 5, 2000
- ---------------------------------- President, Treasurer
David V. Devault and Chief Financial
Officer (principal
financial and principal
accounting officer)
*by David V. Devault December 5, 2000
-------------------
David V. Devault
Attorney-in-Fact
Signature | Title | Date | ||
/s/ Joseph J. MarcAurele Joseph J. MarcAurele | Chairman, Chief Executive Officer, and Director (Principal Executive Officer) | October 16, 2017 | ||
/s/ David V. Devault David V. Devault | Vice Chair, Secretary and Chief Financial Officer (Principal Financial Officer) | October 16, 2017 |
II-5
/s/ Maria N. Janes Maria N. Janes | Executive Vice President and Controller (Principal Accounting Officer) | October 16, 2017 | ||
/s/ John J. Bowen John J. Bowen | Director | October 16, 2017 | ||
/s/ Steven J. Crandall Steven J. Crandall | Director | October 16, 2017 | ||
/s/ Robert A. DiMuccio Robert A. DiMuccio | Director | October 16, 2017 | ||
/s/ Edward O. Handy III Edward O. Handy III | Director | October 16, 2017 | ||
/s/ Barry G. Hittner Barry G. Hittner | Director | October 16, 2017 | ||
/s/ Katherine W. Hoxsie Katherine W. Hoxsie | Director | October 16, 2017 | ||
/s/ Kathleen E. McKeough Kathleen E. McKeough | Director | October 16, 2017 | ||
/s/ Victor J. Orsinger II Victor J. Orsinger II | Director | October 16, 2017 | ||
/s/ H. Douglas Randall III H. Douglas Randall III | Director | October 16, 2017 | ||
/s/ Edwin J. Santos Edwin J. Santos | Director | October 16, 2017 | ||
/s/ John F. Treanor John F. Treanor | Director | October 16, 2017 |
II-6
EXHIBIT INDEX
Exhibit
No. Description
5.1 Opinion of Goodwin, Procter & Hoar LLP, General Counsel to Washington
Trust, as to the legality of the securities.**
15.1 Letter of KPMG LLP Re Unaudited Interim Financial Information.*
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.*
24.1 Powers of Attorney.**
- -----------
* Filed herewith.
** Previously filed.
1.1* | Form of Underwriting Agreement | |
1.2* | Form of Distribution Agreement | |
4.1 | Restated Articles of Incorporation of Washington Trust Bancorp, Inc. (incorporated by reference to Exhibit 3.a to Washington Trust Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000) | |
4.2 | Amendment to Restated Articles of Incorporation of Washington Trust Bancorp, Inc. (incorporated by reference to Exhibit 3.b to Washington Trust Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002) | |
4.3 | Amendment to Restated Articles of Incorporation of Washington Trust Bancorp, Inc. (incorporated by reference to Exhibit 3.1 to Washington Trust Bancorp’s Current Report on Form 8-K dated May 10, 2016) | |
4.4 | Amended and Restated By-laws of Washington Trust Bancorp, Inc. (incorporated by reference to Exhibit 3.4 to Washington Trust Bancorp., Inc.’s Current Report on Form 8-K filed on November 19, 2015) | |
4.5 | Form of Common Stock Certificate of Washington Trust Bancorp, Inc. | |
4.6 | Form of Indenture for Senior Debt Securities of Washington Trust Bancorp, Inc. | |
4.7 | Form of Indenture for Subordinated Debt Securities of Washington Trust Bancorp, Inc. | |
4.8 | Form of Senior Debt Security of Washington Trust Bancorp, Inc. (included in Exhibit 4.6) | |
4.9 | Form of Subordinated Debt Security of Washington Trust Bancorp, Inc. (included in Exhibit 4.7) | |
4.10* | Form of Warrant Agreement (Equity Securities) (including form of warrant) | |
4.11* | Form of Warrant Agreement (Debt Securities) (including form of warrant) | |
4.12* | Form of Unit Agreement | |
4.13* | Form of Unit Certificate | |
5.1 | Opinion of Goodwin Procter LLP as to the legality of the securities being registered | |
12.1 | Calculation of ratios of earnings to combined fixed charges | |
23.1 | Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto) | |
23.2 | Consent of KPMG LLP | |
24.1 | Powers of Attorney (included on signature page of this Registration Statement) | |
25.1* | Statement of Eligibility of Senior Trustee on Form T-1 for Washington Trust Bancorp, Inc. | |
25.2* | Statement of Eligibility of Senior Trustee on Form T-1 for Washington Trust Bancorp, Inc. |
* | To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference to this Registration Statement. |
II-7