As filed with the Securities and Exchange Commission on December 28, 2012
Registration Nos. 333-30755 and 333-91486
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Massachusetts | 6022 | 04-2976299 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Ten Post Office Square
Boston, Massachusetts 02109
(617) 912-1900
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Boston Private Financial Holdings, Inc. 401(k) Profit Sharing Plan
(Full title of the plan)
Clayton G. Deutsch
President and Chief Executive Officer
Boston Private Financial Holdings, Inc.
Ten Post Office Square
Boston, Massachusetts 02109
(617) 912-1900
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
William P. Mayer, Esq.
Paul W. Lee, Esq.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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 | x | |||
| Non-Accelerated Filer | ¨ | Smaller Reporting Company | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statements on Form S-8 (the “Registration Statements”) (File Nos. 333-30755 and 333-91486) of Boston Private Financial Holdings, Inc. (the “Registrant”) pertaining to the registration of 600,000 shares of common stock, $1.00 par value per share, issuable under the Boston Private Financial Holdings, Inc. 401(k) Profit Sharing Plan (the “401(k) Plan”).
The Registrant is filing this Post-Effective Amendment No. 1 to deregister all securities that were previously registered and remain unsold or otherwise unissued under the 401 (k) Plan, and for which the Registration Statements had remained in effect.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, The Commonwealth of Massachusetts, on the 28th day of December, 2012.
| BOSTON PRIVATE FINANCIAL HOLDINGS, INC. | ||
| By: | /s/ Clayton G. Deutsch | |
| Clayton G. Deutsch President and Chief Executive Officer (Principal Executive Officer) | ||
| By: | /s/ David J. Kaye | |
| David J. Kaye Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||||||
| /s/ Clayton G. Deutsch Clayton G. Deutsch |
President, Chief Executive Officer and Director (Principal Executive Officer) |
December 28, 2012 | ||||||
| /s/ David J. Kaye David J. Kaye |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
December 28, 2012 | ||||||
| /s/ Joseph D. Regan Joseph D. Regan |
Senior Vice President, Controller and Treasurer (Principal Accounting Officer) |
December 28, 2012 | ||||||
| /s/ Stephen M. Waters Stephen M. Waters |
Chairman | December 28, 2012 | ||||||
| /s/ Herbert S. Alexander Herbert S. Alexander |
Director | December 28, 2012 | ||||||
| /s/ Eugene S. Colangelo Eugene S. Colangelo |
Director | December 28, 2012 | ||||||
| /s/ Lynn Thompson Hoffman Lynn Thompson Hoffman |
Director | December 28, 2012 | ||||||
| /s/ Deborah F. Kuenstner Deborah F. Kuenstner |
Director | December 28, 2012 | ||||||
| /s/ John Morton, III John Morton, III |
Director | December 28, 2012 | ||||||
| /s/ William J. Shea William J. Shea |
Director | December 28, 2012 | ||||||
| /s/ Dr. Allen L. Sinai Dr. Allen L. Sinai |
Director | December 28, 2012 | ||||||