|
|
|
Rhode
Island
(State
or other jurisdiction of incorporation or organization)
|
23
Broad Street
Westerly,
Rhode Island 02891
(Address
of principal executive offices)
|
05-0404671
(I.R.S.
Employer Identification No.)
|
|
Large Accelerated
Filer o
|
Accelerated Filer x |
|
Non-Accelerated
Filer o
|
Smaller Reporting Company o |
|
|
|
Title
of Securities
to be
Registered
|
Amount to be Registered(1)
|
Proposed
Maximum Offering Price
Per
Share(3)
|
Proposed
Maximum Aggregate
Offering
Price(3)
|
Amount
of Registration
Fee
|
|
Common
stock, par value
$0.0625
per share
|
600,000(2)
|
$17.66
|
$10,596,000
|
$591.26
|
|
(1)
|
This
registration statement also relates to such indeterminate number of
additional shares of common stock, par value $0.625 per share, of
Washington Trust Bancorp, Inc. (“Common Stock”) as may be required
pursuant to the Washington Trust Bancorp, Inc. 2003 Stock Incentive Plan
(the “Plan”) in the event of any stock dividends, stock splits,
recapitalization, merger, consolidation or reorganization, forfeiture of
stock under the Plan or other similar
event.
|
|
(2)
|
These
shares are in addition to the 600,000 shares originally registered on the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on July 18, 2003.
|
|
(3)
|
This
estimate is made pursuant to Rule 457(c) and (h) under the Securities Act
of 1933, as amended (the “Securities Act”), solely for the purpose of
determining the amount of the registration fee. The
registration fee is based upon the average of the high and low sales
prices for a share of Common Stock on June 23, 2009, as reported on the
Nasdaq Global Select Market.
|
|
3.1
|
Restated
Articles of Incorporation of the Registrant (Incorporated by reference
Exhibit 3.a to the Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, filed with the Securities and
Exchange Commission on March 16, 2001).
|
|
3.2
|
Amendment
to Restated Articles of Incorporation of the Registrant (Incorporated by
reference to Exhibit 3.b to the Registrant’s Annual Report on Form
10-K for the fiscal year ended December 31, 2002, filed with the
Securities and Exchange Commission on March 20,
2003).
|
|
3.3
|
Amended
and Restated By-Laws of the Registrant (Incorporated by reference to
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed
with the Securities and Exchange Commission on September 24,
2007).
|
|
*5.1
|
Opinion
of Goodwin Procter LLP as to the legality of the securities being
registered.
|
|
10.1
|
Washington
Trust Bancorp, Inc. 2003 Stock Incentive Plan, as amended and restated
(incorporated by reference to Exhibit 10.1 of the Registrant’s Current
Report on Form 8-K, as filed with the Securities and Exchange Commission
on April 29, 2009).
|
|
*23.1
|
Consent
of KPMG LLP, as independent registered public accounting
firm.
|
|
23.3
|
Consent
of Goodwin Procter LLP (contained in the opinion filed as Exhibit 5.1 to
this registration statement).
|
|
24.1
|
Power
of attorney (included in the signature page to this registration
statement).
|
| WASHINGTON TRUST BANCORP, INC. | |
|
By:
|
/s/ John C. Warren |
| John C. Warren | |
| Chairman and Chief Executive Officer | |
|
Signature
|
Title
|
Date
|
||
|
/s/ John C.
Warren
|
Chairman
of the Board and Chief Executive Officer
(Principal
Executive Officer)
|
June
29, 2009
|
||
|
John
C. Warren
|
||||
|
/s/ David V.
Devault
|
Executive
Vice President, Chief Financial Officer and Secretary
(Principal
Financial and Accounting Officer)
|
June
29, 2009
|
||
|
David
V. Devault
|
||||
|
/s/ Gary P.
Bennett
|
Director
|
June
29, 2009
|
||
|
Gary
P. Bennett
|
||||
|
/s/ Steven
J. Crandall
|
Director
|
June
29, 2009
|
||
|
Steven
J. Crandall
|
||||
|
/s/ Barry G.
Hittner
|
Director
|
June
29, 2009
|
||
|
Barry
G. Hittner, Esq.
|
|
/s/ Katherine
W. Hoxsie
|
Director
|
June
29, 2009
|
||
|
Katherine
W. Hoxsie, CPA
|
||||
|
/s/ Mary E.
Kennard
|
Director
|
June
29, 2009
|
||
|
Mary
E. Kennard, Esq.
|
||||
|
/s/ Edward
M. Mazze
|
Director
|
June
29, 2009
|
||
|
Edward
M. Mazze, Ph.D.
|
||||
|
/s/ Kathleen
McKeough
|
Director
|
June
29, 2009
|
||
|
Kathleen
E. McKeough
|
||||
|
/s/ Victor
J. Orsinger II
|
Director
|
June
29, 2009
|
||
|
Victor
J. Orsinger II, Esq.
|
||||
|
/s/ H.
Douglas Randall III
|
Director
|
June
29, 2009
|
||
|
H.
Douglas Randall, III
|
||||
|
/s/ Patrick
J. Shanahan, Jr.
|
Director
|
June
29, 2009
|
||
|
Patrick
J. Shanahan, Jr.
|
||||
|
/s/ Neil H.
Thorp
|
Director
|
June
29, 2009
|
||
|
Neil
H. Thorp
|
||||
|
/s/ John F.
Treanor
|
Director
|
June
29, 2009
|
||
|
John
F. Treanor
|
|
Exhibit
Number
|
Description
|
|
3.1
|
Restated
Articles of Incorporation of the Registrant (Incorporated by reference
Exhibit 3.a to the Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, filed with the Securities and
Exchange Commission on March 16, 2001).
|
|
3.2
|
Amendment
to Restated Articles of Incorporation of the Registrant (Incorporated by
reference to Exhibit 3.b to the Registrant’s Annual Report on Form
10-K for the fiscal year ended December 31, 2002, filed with the
Securities and Exchange Commission on March 20,
2003).
|
|
3.3
|
Amended
and Restated By-Laws of the Registrant (Incorporated by reference to
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed
with the Securities and Exchange Commission on September 24,
2007).
|
|
*5.1
|
Opinion
of Goodwin Procter LLP as to the legality of the securities being
registered.
|
|
10.1
|
Washington
Trust Bancorp, Inc. 2003 Stock Incentive Plan, as amended and restated
(incorporated by reference to Exhibit 10.1 of the Registrant’s Current
Report on Form 8-K, as filed with the Securities and Exchange Commission
on April 29, 2009).
|
|
*23.1
|
Consent
of KPMG LLP, as independent registered public accounting
firm.
|
|
23.3
|
Consent
of Goodwin Procter LLP (contained in the opinion filed as Exhibit 5.1 to
this registration statement).
|
|
24.1
|
Power
of attorney (included in the signature page to this registration
statement).
|