As filed with the Securities and Exchange Commission
on September 10, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BEACON FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware |
|
04-3510455 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
| |
|
|
|
131 Clarendon Street
Boston, MA |
|
02116 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Beacon Financial Corporation 2025 Stock Option
and Incentive Plan
(Full title of the plan)
Paul A. Perrault
President and Chief Executive Officer
Beacon Financial Corporation
131 Clarendon Street
Boston, MA 02116
(Name and address of agent for service)
(617) 425-4600
(Telephone number, including area code, of agent for service)
Copy to:
Samantha M. Kirby, Esq.
Goodwin Procter LLP
100 Northern Ave.
Boston, MA 02210
Telephone: (617) 570-1000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x |
|
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 pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2. Plan Information;
and Registrant Information and Employee Plan Annual Information
The documents containing the information for the
Beacon Financial Corporation 2025 Stock Option and Incentive Plan (the “Plan”) specified by Part I of this Registration
Statement will be sent or given to the participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933,
as amended (the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (the “Commission”)
either as a part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. Such documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus for the Registration Statement.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation
of Documents by Reference.
The following documents of Beacon Financial Corporation
(the “Company”) previously filed with the Commission are incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on March 3, 2025, as amended by the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024, filed on March 19, 2025;
(b) Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31, 2025, filed on May 12, 2025, and June 30, 2025, filed
on August 11, 2025;
(c) Current
Reports on Form 8-K, filed on February 7, 2025, May 2, 2025, May 9, 2025, May 12, 2025, May 14, 2025, May 22, 2025, August 1, 2025, August 6, 2025, August 25, 2025 and September 2, 2025; and
(d) The
description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A, filed with the Commission on November 13, 2012, including any subsequent amendments or reports filed for the purpose of updating such description.
In addition, any and all documents subsequently
filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold
or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified, superseded or replaced by a statement or information contained in
any other subsequently filed document incorporated herein by reference. Any such statement so modified, superseded or replaced shall
not be deemed, except as so modified, superseded or replaced, to constitute a part of this Registration Statement.
Item 4. Description
of Securities.
Not applicable.
Item 5. Interests
of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification
of Directors and Officers.
In accordance with the General Corporation Law
of the State of Delaware (being Chapter 1 of Title 8 of the Delaware Code), Articles TENTH and ELEVENTH of Beacon Financial Corporation’s
Amended and Restated Certificate of Incorporation provide as follows:
TENTH:
A. Each
person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or
was a Director or an Officer of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee
or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee
benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity
as a Director, Officer, employee or agent, or in any other capacity while serving as a Director, Officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than such law permitted the Corporation to provide before such amendment), against all expense,
liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section C
hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection
with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board
of directors of the Corporation.
B. The
right to indemnification conferred in Section A of this Article TENTH shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”);
provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his
or her capacity as a Director or Officer (and not in any other capacity in which service was or is rendered by such indemnitee, including,
without limitation, services to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter
an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined
by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee
is not entitled to be indemnified for such expenses under this Section or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections A and B of this Article TENTH shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs,
executors and administrators.
C. If
a claim under Section A or B of this Article TENTH is not paid in full by the Corporation within sixty days after a written
claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expenses of prosecuting or defending
such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by
the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation
to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses
upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its board of directors, independent legal counsel, or its stockholders)
to have made a determination before the commencement of such suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination
by the Corporation (including its board of directors, independent legal counsel, or its stockholders) that the indemnitee has not met
such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or,
in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right
to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses,
under this Article TENTH or otherwise shall be on the Corporation.
D. The
rights to indemnification and to the advancement of expenses conferred in this Article TENTH shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws,
agreement, vote of stockholders or Disinterested Directors or otherwise.
E. The
Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer, employee or agent of the Corporation
or subsidiary or Affiliate or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability
or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
F. The
Corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article TENTH with respect
to the indemnification and advancement of expenses of Directors and Officers of the Corporation.
ELEVENTH:
A Director of this Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability: (i) for
any breach of the Director’s duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the Director derived an improper personal benefit. If the Delaware General
Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the
liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation
Law, as so amended.
Any repeal or modification of the foregoing paragraph
by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at
the time of such repeal or modification.
Delaware Law. Section 145 of the Delaware
General Corporation Law permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the
fact that the person is or was a director, officer, employee or agent of the corporation or another enterprise if serving at the request
of the corporation. Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding
if the person indemnified acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was
unlawful. In the case of an action by or in the right of the corporation, no indemnification may be made with respect to any claim, issue
or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware
Court of Chancery or the court in which such action or suit was brought shall determine that, despite the adjudication of liability, such
person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 further provides
that to the extent a director or officer of a corporation has been successful on the merits or in the defense of any action, suit or proceeding
referred to above, or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including
attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.
Item 7. Exemption
From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Numbering |
|
Description |
| |
|
|
| 4.1 |
|
Form of Common Stock Certificate (incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (File No. 333-32146) originally filed by the Company with the Commission on March 10, 2000). |
| |
|
|
| 10.1* |
|
Beacon Financial Corporation 2025 Stock Option And Incentive Plan |
| |
|
|
| 10.2* |
|
Form of Restricted Stock Award Agreement under the Beacon Financial Corporation 2025 Stock Option And Incentive Plan |
| |
|
|
| 10.3* |
|
Form of Restricted Stock Unit Award Agreement under the Beacon Financial Corporation 2025 Stock Option And Incentive Plan |
| |
|
|
| 10.4* |
|
Form of Incentive Stock Option Agreement under the Beacon Financial Corporation 2025 Stock Option And Incentive Plan |
| |
|
|
| 10.5* |
|
Form of Non-Qualified Stock Option Agreement under the Beacon Financial Corporation 2025 Stock Option And Incentive Plan |
| |
|
|
| 5.1* |
|
Opinion of Goodwin Procter LLP. |
| |
|
|
| 23.1* |
|
Consent of Crowe LLP, independent registered public accounting firm. |
| |
|
|
| 23.3* |
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Consent of Goodwin Procter LLP (included in Exhibit 5.1). |
| |
|
|
| 24.1* |
|
Power of Attorney (included on the signature page hereto). |
| |
|
|
| 107* |
|
Filing Fee Table |
* Filed herewith.
Item 9. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
(iii) To
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) and
(a)(1)(ii) of this section shall not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(h)
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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, Commonwealth of Massachusetts, on this 10th day of September, 2025.
| |
Beacon Financial Corporation |
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|
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By: |
/s/ Paul A. Perrault |
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Name: |
Paul A. Perrault |
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Title: |
President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below
hereby severally and individually constitutes and appoints Paul A. Perrault and Carl M. Carlson and each of them severally, the true
and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any
capacity stated below) any and all amendments (including post-effective amendments) to this Registration Statement, and all
instruments necessary or advisable in connection therewith and to file the same with the Commission, each of said attorneys and
agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on
behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents
and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be
signed by our said attorneys and agents or each of them to any and all such amendments and instruments. This Power of Attorney has
been signed on September 10, 2025 by the following persons in the respective capacities indicated below. 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 date indicated.
| Signature |
|
Title |
|
Date |
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| /s/ Paul A. Perrault |
|
Director, President and Chief Executive Officer (Principal Executive Officer) |
|
September 10, 2025 |
| Paul A. Perrault |
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| /s/ Carl M. Carlson |
|
Chief Financial Officer (Principal Financial and Principal Accounting Officer) |
|
September 10, 2025 |
| Carl M. Carlson |
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| /s/ David M. Brunelle |
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Chairperson |
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September 10 , 2025 |
| David M. Brunelle |
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| /s/ Margaret Boles Fitzgerald |
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Director |
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September 10, 2025 |
| Margaret Boles Fitzgerald |
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| /s/ Mary Anne Callahan |
|
Director |
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September 10, 2025 |
| Mary Anne Callahan |
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| /s/ Joanne B. Chang |
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Director |
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September 10, 2025 |
| Joanne B. Chang |
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| /s/ Nina A. Charnley |
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Director |
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September 10, 2025 |
| Nina A. Charnley |
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| /s/ Mihir A. Desai |
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Director |
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September 10, 2025 |
| Mihir A. Desai |
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| /s/ Willard I. Hill, Jr. |
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Director |
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September 10, 2025 |
| Willard I. Hill, Jr. |
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| /s/ Thomas J. Hollister |
|
Director |
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September 10, 2025 |
| Thomas J. Hollister |
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| /s/ William H. Hughes III |
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Director |
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September 10, 2025 |
| William H. Hughes III |
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| /s/ Sylvia Maxfield |
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Director |
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September 10, 2025 |
| Sylvia Maxfield |
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| /s/ Bogdan Nowak |
|
Director |
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September 10, 2025 |
| Bogdan Nowak |
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| /s/ John M. Pereira |
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Director |
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September 10, 2025 |
| John M. Pereira |
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| /s/ Karyn Polito |
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Director |
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September 10, 2025 |
| Karyn Polito |
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| /s/ Eric S. Rosengren |
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Director |
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September 10, 2025 |
| Eric S. Rosengren |
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| /s/ Merrill W. Sherman |
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Director |
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September 10, 2025 |
| Merrill W. Sherman |
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