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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
CITIZENS FIRST BANCORP, INC.
DELAWARE | 38-3573582 | |
| (State of Incorporation) | (IRS Employer Identification No.) |
525 Water Street
Port Huron, Michigan 48060
(Address of principal executive offices, including zip code)
CITIZENS FIRST BANCORP, INC.
MANAGEMENT RESTRICTED STOCK PURCHASE PLAN
(as amended and restated effective June 1, 2002)
(Full Title of the Plan)
Marshall J. Campbell
Chairman, President and Chief Executive Officer
Citizens First Bancorp, Inc.
525 Water Street
Port Huron, Michigan 48060
(810) 987-8300
(Name , address and telephone number of agent for service)
Copies to:
David J. Mack, Esq.
Shumaker, Loop & Kendrick, LLP
1000 Jackson Street
Toledo, Ohio 43624
(419) 321-1396
Calculation of Registration Fee
| Proposed Maximum | Proposed Maximum | Amount of | ||||||||||||||||||||
| Title of Securities | Amount to be | Offering Price | Aggregate Offering | Registration | ||||||||||||||||||
| to be Registered | Registered | per Share(1) | Price(1) | Fee | ||||||||||||||||||
| Common Shares, $0.01 par value | 425,000 | $24.25 | $10,306,250 | $1,213.05 | ||||||||||||||||||
(1)This figure has been estimated solely for the purpose of determining the registration fee. The figure was calculated pursuant to Rule 457(c) using the average of the high and low prices for the common shares of Citizens First Bancorp, Inc. (the “Company” or “Registrant”) as reported on The NASDAQ National Market on January 26, 2005.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Company’s Registration Statement on Form S-8 (the “Registration Statement”), filed with the Commission on October 11, 2002 (SEC File No. 333-100516), are incorporated into this Registration Statement by reference as if fully restated herein.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8:
| Number | Exhibit | |
| 3.1 | Certificate of Incorporation of Citizens First Bancorp, Inc.(1) | |
| 3.2 | Bylaws of Citizens First Bancorp, Inc.(1) | |
| 5 | Opinion of Hill Devendorf, P.C. as to the legality of the securities | |
| 23.1 | Consent of Hill Devendorf (contained in Exhibit 5) | |
| 23.2 | Consent of Independent Registered Public Accounting Firm | |
| 23.3 | Consent of Independent Registered Public Accounting Firm | |
| 24 | Power of Attorney |
| (1) | Incorporated by reference into this document from the Exhibits filed with the Registration Statement on Form S-1, and any amendments thereto initially filed with the Commission on November 3, 2000. |
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SIGNATURES
The Registrant.Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Port Huron, State of Michigan, on January 27, 2005.
| CITIZENS FIRST BANCORP, INC. (Registrant) | ||||
| By: | /s/ Marshall J. Campbell | |||
| Marshall J. Campbell | ||||
| Chairman, President and Chief Executive Officer (Duly Authorized Representative) | ||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Marshall J. Campbell Marshall J. Campbell | Chairman, President, Chief Executive Officer and Director (Principal Executive Officer) | January 27, 2005 | ||
| /s/ Timothy D. Regan Timothy D. Regan | Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) | January 27, 2005 |
Directors*
Ronald W. Cooley
Christopher A. Kellerman
Walid Demashkieh, M.D.
* For each of the above directors pursuant to power of attorney filed with this Registration Statement.
| By: | /s/ Marshall J. Campbell | January 27, 2005 | ||
| Marshall J. Campbell | ||||
| (pursuant to power of attorney) |
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EXHIBIT INDEX
| Number | Exhibit | |
| 3.1 | Certificate of Incorporation of Citizens First Bancorp, Inc.(1) | |
| 3.2 | Bylaws of Citizens First Bancorp, Inc.(1) | |
| 5 | Opinion of Hill Devendorf, P.C. as to the legality of the securities | |
| 23.1 | Consent of Hill Devendorf (contained in Exhibit 5) | |
| 23.2 | Consent of Independent Registered Public Accounting Firm | |
| 23.3 | Consent of Independent Registered Public Accounting Firm | |
| 24 | Power of Attorney | |
| (1) | Incorporated by reference into this document from the Exhibits filed with the Registration Statement on Form S-1, and any amendments thereto initially filed with the Commission on November 3, 2000. |