| As filed with the Securities and Exchange Commission on September 28, 2010 | Registration No. 333-____ |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FedFirst Financial Corporation
(exact name of registrant as specified in its charter)
| Maryland | | 80-0578993 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
Donner at Sixth Street
Monessen, PA 150620
(724) 684-6800
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
First Federal Savings Bank Retirement Plan
(Full Title of the Plan)
| | | Copies to: |
| Patrick G. O'Brien | | Paul M. Aguggia, Esq. |
| President and Chief Executive Officer | | Aaron M. Kaslow, Esq. |
| FedFirst Financial Corporation | | Kilpatrick Stockton LLP |
| Donner at Sixth Street | | 607 14th Street, NW, Suite 900 |
| Monessen, PA 15062 | | Washington, DC 20005 |
| (724) 684-6800 | | (202) 508-5800 |
(Name, address, including zip code, and telephone number, including area code, of agent for service) | | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer £ | Accelerated filer £ |
Non-accelerated filer £ (Do not check if a smaller reporting company) | Smaller reporting company S |
Title of each Class of Securities to be Registered | | Amount to be Registered(1) | | | Proposed Maximum Offering Price Per Share | | | Proposed Maximum Aggregate Offering Price(2) | | | Amount of Registration Fee | |
Common Stock $.01 par Value | | 460,446 | | | | $11.20(3) | | | | $5,157,000 | | | | $368 | |
Participation Interests | | | (4) | | | | -- | | | | -- | | | | -- | |
| (1) | Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the First Federal Savings Bank Retirement Plan (the "Plan") as the result of a stock split, stock dividend or similar adjustment of the outstanding common stock of FedFirst Financial Corporation (the “Common Stock”) pursuant to 17 C.F.R. §230.416(a). |
| (2) | Estimated solely for the purpose of calculating the registration fee. |
| (3) | The average of the high and low price of the Common Stock as reported on September 23, 2010 in accordance with 17 C.F.R. §230.457(c). |
| (4) | In addition, pursuant to 17 C.F.R. §230.416(c), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan, based upon the maximum amount that could be issued under the Plan pursuant to 17 C.F.R. §230.457(h)(5). In accordance with 17 C.F.R. §230.457(h), where securities are to be offered pursuant to an employee benefit plan, the aggregate offering price and the amount of the registration fee shall be computed with respect to the maximum number of shares of Common Stock that may be purchased with the current assets of such Plan. Accordingly, no separate fee is required for the participation interests. |
This Registration Statement shall become effective immediately upon filing in accordance with Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”), and 17 C.F.R. §230.462.
FedFirst Financial Corporation
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 & 2. The documents containing the information for the First Federal Savings Bank Retirement 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). Such documents need not be filed with the Securities and Exchange Commission (the “SEC”) either as a part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule 428. Such documents and the information 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 filed or to be filed by FedFirst Financial Corporation (the “Registrant” or the “Holding Company”) with the SEC are incorporated by reference in this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K which includes the consolidated statements of financial condition of FedFirst Financial Corporation and its subsidiaries as of December 31, 2009 and 2008 and the related consolidated statements of operations, changes in stockholders’ equity and comprehensive income and cash flows for each of the years in the two-year period ended December 31, 2009, filed with the SEC on March 12, 2010 (File No. 000-51153).
(b) The Registrant’s Quarter Reports on Form 10-Q filed with the SEC on May 17, 2010 and August 16, 2010 for the quarters ended March 31, 2010 and June 30, 2010, respectively (File No. 000-51153).
(c) The description of the Registrant’s common stock contained in Registrant’s Form 8-K12G, as filed with the SEC pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated under the Exchange Act.
(d) The Registrant’s Current Reports on Form 8-K filed with the SEC on April 28, 2010, May 19, 2010, June 28, 2010, July 1, 2010, July 15, 2010, July 20, 2010 and September 17, 2010 (other than Items submitted under 2.02, 7.01 and 9.01 of Form 8-K).
(e) All the documents filed by the Registrant and the Plan, where applicable, pursuant to Sections 13(a) or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which deregisters all securities then remaining unsold.
Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
The Common Stock to be offered pursuant to the Plan has been registered pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the Common Stock is not required herein.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers and Plan Administrator
The Articles of Incorporation of FedFirst Financial Corporation provides as follows:
NINTH: The Corporation shall indemnify (A) its directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the general laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures required, and (B) other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporation’s Bylaws and be permitted by law. The foregoing rights of indemnification shall not be exclusive of any rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such Bylaws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of the Articles of Incorporation of the Corporation shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.
Item 7. Exemption from Registration Claimed
None.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into this registration statement on Form S-8 (numbering corresponds generally to the Exhibit Table in Item 601 of Regulation S-K).
List of Exhibits (filed herewith unless otherwise noted):
| | 4.1 | Articles of Incorporation of FedFirst Financial Corporation1 |
| | 4.2 | Bylaws of FedFirst Financial Corporation2 |
| | 23 | Consent of ParenteBeard LLC |
| | 24 99.1 | Power of Attorney (contained on the signature pages). First Federal Savings Bank Retirement Plan3 |
| | (1) | Incorporated by reference to Exhibit 3.1 in the Registrant’s Registration Statement on Form S-1 filed with the SEC on March 12, 2010. |
| | (2) | Incorporated by reference to Exhibit 3.2 in the Registrant’s Registration Statement on Form S-1 filed with the SEC on March 12, 2010. |
| | (3) | Incorporated herein by reference to Exhibit 10.2 in the Registration Statement on Form SB-2/A filed with the SEC on January 1, 2005. |
Item 9. Undertakings
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 unless the information or prospectus required by (i) and (ii) is contained in periodic reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act that are incorporated by reference into this registration statement: |
| | (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| | (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 set forth in the registration statement; and |
| | (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. |
| | (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 purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 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. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, 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 SEC, such indemnification is against public policy as expressed in such 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 trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, 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 of whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.
The registrant has submitted or will submit the Plan and amendments thereto to the IRS in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan.
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, FedFirst Financial Corporation 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 Monessen, Commonwealth of Pennsylvania on September 28, 2010.
| | FEDFIRST FINANCIAL CORPORATION | |
| | | | |
| | By: | /s/ Patrick G. O'Brien | |
| | | Patrick G. O'Brien | |
| | | President, Chief Executive Officer and Director | |
| | | (principal executive officer) | |
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Patrick G. O’Brien, as the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments to the Form S-8 registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and things requisite and necessary to be done as fully, and to all intents and purposes, as he might or could do in person, hereby ratifying and confirming all that s aid attorneys-in-fact and agents or his substitute, may lawfully do or cause to be done by virtue hereof.
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.
| Name | | Title | | Date |
| | | | | |
| /s/ Patrick G. O'Brien | | President, Chief Executive Officer and Director | | September 28, 2010 |
| Patrick G. O'Brien | | (principal executive officer) | | |
| | | | | |
| /s/ Robert C. Barry, Jr. | | Executive Vice President and Chief Financial Officer | | |
| Robert C. Barry, Jr. | | (principal accounting and financial officer) | | |
| | | | | |
| /s/ R. Carlyn Belczyk | | Director | | |
| R. Carlyn Belczyk | | | | |
| | | | | |
| /s/ Richard B. Boyer | | Director | | September 28, 2010 |
| Richard B. Boyer | | | | |
| | | | | |
| | | Director | | |
| John M. Kish | | | | |
| | | | | |
| /s/ John J. LaCarte | | Director | | September 28, 2010 |
| John J. LaCarte | | | | |
| | | | | |
| | | Director | | |
| John M. Swiatek | | | | |
| | | | | |
| | | Director | | |
| David L. Wohleber | | | | |
The Plan.
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the First Federal Savings Bank Retirement Plan have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Monessen, Commonwealth of Pennsylvania on September 28, 2010.
| | FIRST FEDERAL SAVINGS BANK RETIREMENT PLAN | |
| | | | |
| | By: | /s/ DaCosta Smith, III | |
| | | DaCosta Smith, III | |
| | | | |
| | | | |
EXHIBIT INDEX
| Exhibit No. | | Description | | Method of Filing | | Sequentially Numbered Page Location |
| | | | | | | |
| 4.1 | | Articles of Incorporation of FedFirst Financial Corporation | | Incorporated by reference. | | |
| 4.2 | | Bylaws of FedFirst Financial Corporation | | Incorporated by reference. | | |
| 23 | | Consent of ParenteBeard LLC | | Filed herewith. | | |
| 24 | | Power of Attorney | | Located on the signature page. | | |
99.1 | | First Federal Savings Bank Retirement Plan | | Incorporated by reference. | | |
