As Filed with the Securities and Exchange Commission on September 15, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
FORM S-8 POS
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST FEDERAL FINANCIAL
CORPORATION OF KENTUCKY
(Exact name of Registrant as specified in its charter)
Kentucky
(State or other jurisdiction of
incorporation or organization)
61-1168311
(I.R.S. Employer Identification No.)
----------------------------------
2323 Ring Road, Elizabethtown, Kentucky 42701-5006; (270) 765-2131
(Address of Principal Executive Offices)
------------------------------
1998 Stock Option and Incentive Compensation Plan
(Full Title of the Plan)
B. Keith Johnson
President and CEO
FIRST FEDERAL FINANCIAL
CORPORATION OF KENTUCKY
2323 Ring Road
Elizabethtown, Kentucky 42701-5006
(270) 765-2131
(Name and Address of agent for service)
Copies of Communications to:
Alan K. MacDonald
FROST BROWN TODD LLC
400 West Market Street, 32nd Floor
Louisville, Kentucky 40202-3363
(502) 589-5400
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed Maximum Proposed Maximum
Title Of Shares To Be Amount To Be Offering Price Per Aggregate Offering Amount Of
Registered Registered (1) Share Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------
Common Shares, no par 155,870 Shares $31.72 (2) $ 4,944,196.40 $ 400.46
value...........
(1) The number represents the number of shares authorized to be issued under the 1998 Stock Option and Incentive Compensation Plan
(the "Plan"). This registration statement shall also cover any additional Common Shares which shall become issuable under the Plan by
reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of
consideration which results in an increase in the number of the Registrant's outstanding Common Shares.
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h) of the
Securities Act of 1933, as amended. The price per share and the aggregate offering price are calculated on the basis of the average
of the high and low sales prices of Registrant's Common Shares as reported on the Nasdaq National Market which was $31.72 on
September 12, 2003.
PART I.
Item 1. Plan Information
All information required by Item I to be contained in the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the Note to Part I of
Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information
All information required by Item I to be contained in the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference into this Registration Statement the following documents and information
heretofore filed by First Federal Financial Corporation of Kentucky (the "Corporation") with the Securities and Exchange Commission
(the "Commission"):
(a) Transitional Report on Form 10-K for the period from July 1, 2002 to December 31, 2002.
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003.
(c) Current Report on Form 8-K dated April 17, 2003.
(d) The description of common shares on pages 25-37 of Amendment No. 1 to S-4 Registration Statement (Reg. No. 33-30582).
(e) All other reports filed by us pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since December 31, 2002.
All documents subsequently filed by the Corporation pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have
been or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification Of Directors And Officers
Article XVIII of the Articles of Incorporation of the Corporation provides that directors, officers and employees or agents
of the Corporation will be indemnified against expenses actually and reasonably incurred by them if they are successful on the
merits of a claim or proceeding. The text of Article XVIII is as follows:
ARTICLE XVIII
Indemnification
(a) Except as provided in subsection (b) hereof, the Corporation shall indemnify a director who is made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative
("proceeding"), because he is or was a director against liability incurred in such proceeding if he conducted himself in good faith
and he reasonably believed, (i) in the case of conduct in his official capacity with the Corporation, that his conduct was in the
Corporation's best interest and in all other cases, that his conduct was at least not opposed to its best interests; and (ii) in the
case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.
The Corporation shall further indemnify any director and any officer who is not a director who was wholly
successful, on the merits or otherwise, in the defense of any proceedings to which he was a party because he is or was a director of
the Corporation against reasonable expenses incurred by him in connection with the proceeding.
(b) The Corporation shall not indemnify a director in connection with a proceeding by or in the right of the Corporation
in which the director was adjudged liable to the Corporation or in connection with any other proceeding charging improper personal
benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him.
(c) The Corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding if (i) the director furnishes the Corporation a written affirmation of
his good faith belief that he has met the standard of conduct set forth in subsection (a) hereof, (2) he provides the Corporation a
written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he is not
entitled to indemnification, and (3) a determination is made that the facts then known to those making the determination would not
preclude indemnification under this Article XVIII.
(d) The Corporation may not indemnify a director hereunder unless authorized in the specific case after a determination
has been made that indemnification of the director is permissible in the circumstances because he has met the standard set forth in
subsection (a) hereof. The determination shall be made:
(1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to
the proceeding;
(2) If a quorum cannot be obtained under (1), by majority vote of a committee duly designated by the board of
directors (in which designation directors who are parties may participate), consisting solely of two or more directors not
at the time parties to the proceeding;
(3) By independent special legal counsel;
(A) Selected by the board of directors or its committee in the manner prescribed in paragraphs (1) or
(2) of this subsection (d); or
(B) If a quorum of the board of directors cannot be obtained under paragraph (1) and a committee
cannot be designated under paragraph (2), selected by majority vote of the full board of directors (in which
selection directors who are parties may participate); or
(4) By the shareholders, but shares owned by or voted under the control of directors who are at the time
parties to the proceeding may not be voted on the determination.
(e) Authorization of indemnification and evaluation that indemnification is permissible shall be made in the same manner
as the determination that indemnification is permissible, except that, if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under paragraph (3)
of subsection (d) hereof to select counsel.
(f) The Corporation may indemnify and advance expenses to an officer, employee or agent of the Corporation who is not a
director to the same extent as a director hereunder.
(g) The Corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer,
employee, or agent of the Corporation, or who, which a director, officer, employee, or agent of the Corporation, is or was serving at
the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, employee benefit plan, or other enterprise, against liability asserted against or incurred
by him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the Corporation would
have power to indemnify him against the same liability hereunder.
Generally, under KRS 271B.8-500 et seq., a corporation may indemnify an individual made a party to a proceeding because he
is or was a director against liability incurred in the proceeding if (a) he conducted himself in good faith, and (b) he reasonably
believed: in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and in
all other cases, that his conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceeding, he
had no reasonable cause to believe his conduct was unlawful.
A corporation may not indemnify a director: (a) in connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation; or (b) in connection with any other proceeding charging improper personal
benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him.
Indemnification permitted in connection with a proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(a) Exhibits
Exhibit
Number Exhibit
- ------ -------
4.1 Articles of Incorporation of the Registrant incorporated by reference to the Corporation's Form S-4
Registration Statement (File No. 33-30582).
4.2 Bylaws of the Registrant.
4.3 Rights Agreement, dated as of April 15, 2003 incorporated by reference to Exhibit 4 and 10 to Form 8-K dated
April 17, 2003.
5 Opinion of Frost Brown Todd LLC.
10 First Federal Financial Corporation of Kentucky 1998 Stock Option and Incentive Compensation Plan.
23.1 Consent of Frost Brown Todd LLC (contained in Exhibit 5)
23.2 Consent of Crowe Chizek and Company LLC.
24 Power of Attorney (included on Signature Page).
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 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. 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 a 20% 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.
(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.
(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 hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) of 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that it 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 of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liability (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 Act
and will be governed by the final adjudication of such issue.
SIGNATURES
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, thereunder duly authorized, in the City of Elizabethtown, Commonwealth of Kentucky, on this 15th day
of September, 2003.
FIRST FEDERAL FINANCIAL CORPORATION
OF KENTUCKY
By: /s/ B. Keith Johnson
--------------------
B. Keith Johnson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:
Signature Title Date
/s/ B. Keith Johnson
- -------------------- President, Chief Executive Officer, September 15, 2003
B. Keith Johnson and Director
/s/ Charles E. Chaney Chief Operating Officer and Chief
__________________________________ Financial Officer (Principal September 15, 2003
Charles E. Chaney Financial and Accounting Officer)
*
__________________________________ Director September 15, 2003
Robert M. Brown
*
__________________________________ Director September 15, 2003
Wreno M. Hall
*
__________________________________ Director September 15, 2003
Walter D. Huddleston
*
__________________________________ Director September 15, 2003
Diane E. Logsdon
*
__________________________________ Director September 15, 2003
J. Stephen Mouser
*
__________________________________ Director September 15, 2003
John L. Newcomb, Jr.
*
__________________________________ Director September 15, 2003
Gail L. Schomp
*
__________________________________ Director September 15, 2003
J. Alton Rider
*
__________________________________ Director September 15, 2003
Michael L. Thomas
*By /s/ B. Keith Johnson
---------------------
B. Keith Johnson, as attorney-in-fact for the named
director under power of attorney filed as Exhibit 25
to this registration statement.
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------ -------
4.1 Articles of Incorporation of the Registrant incorporated by reference to the Corporation's Form S-4
Registration Statement (File No. 33-30582).
4.2 Bylaws of the Registrant.
4.3 Rights Agreement, dated as of April 15, 2003 incorporated by reference to Exhibit 4 and 10 to Form 8-K dated
April 17, 2003.
5 Opinion of Frost Brown Todd LLC.
10 First Federal Financial Corporation of Kentucky 1998 Stock Option and Incentive Compensation Plan.
23.1 Consent of Frost Brown Todd LLC (contained in Exhibit 5)
23.2 Consent of Crowe Chizek and Company LLC.
24 Power of Attorney.
September 15, 2003
First Federal Financial
Corporation of Kentucky
2323 Ring Road
Elizabethtown, Kentucky 42701-5006
Re: Registration Statement on Form S-8
Board of Directors:
We have acted as counsel to First Federal Financial Corporation of Kentucky (the "Corporation") in connection with the
registration of 155,870 common shares (the "Common Shares") of the Corporation covered by the Registration Statement on Form S-8
filed by the Corporation pursuant to the Securities Act of 1993, as amended (the "Act"), to which this opinion is an exhibit, which
Common Shares may be issued pursuant to the 1998 Employee Stock Option and Incentive Plan (the "Plan").
As such counsel, we have examined originals, or copies certified to our satisfaction, of the Plan, the Corporation's
Articles of Incorporation and Bylaws, such agreements, documents, certificates and other statements of government officials and
corporate officers and representatives, and other papers as we have deemed relevant and necessary as a basis for our opinion. In
such examination we have assumed the genuineness of all documents submitted to us as originals and the conformity with the original
document of documents submitted to us as copies. In addition, as to matters of fact only, we have relied to the extent we deemed
such reliance proper, upon certificates and other written statements of public officials and corporate officers of the Corporation.
Based upon and subject to the foregoing, we are of the opinion that the Common Shares have been duly and validly authorized
for issuance in accordance with the terms of the Plan, and when the Common Shares are issued, delivered and paid for, in accordance
with the terms of the Plan, they will be duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the above-mentioned Registration Statement.
Very truly yours,
FROST BROWN TODD LLC
/s/ Alan K. MacDonald
---------------------
Alan K. MacDonald, Member
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Form S-8 Registration Statement of First Federal Financial Corporation of
Kentucky, Inc., of our report dated January 24, 2003 on the consolidated financial statements of First Federal Financial
Corporation, Inc. as of December 31, 2002, June 30, 2002 and 2001 and for the six months in the period ended December 31, 2002 and
each of the three years in the period ending June 30, 2002.
/s/ Crowe Chizek and Company LLC
---------------------------------
Crowe Chizek and Company LLC
Louisville, Kentucky
September 2, 2003
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints B. Keith
Johnson and Charles E. Chaney, and each of them, as his 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 and all amendments
(including post-effective amendments) to said Registration Statement, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
/s/ B. Keith Johnson
__________________________________ President, Chief Executive Officer, July 15, 2003
B. Keith Johnson and Director
/s/ Charles E. Chaney Chief Operating Officer and Chief
__________________________________ Financial Officer (Principal July 15, 2003
Charles E. Chaney Financial and Accounting Officer)
/s/ Robert M. Brown
__________________________________ Director July 15, 2003
Robert M. Brown
/s/ Wreno M. Hall
__________________________________ Director July 15, 2003
Wreno M. Hall
/s/ Walter D. Huddleston
__________________________________ Director July 15, 2003
Walter D. Huddleston
/s/ Diane E. Logsdon
__________________________________ Director July 15, 2003
Diane E. Logsdon
/s/ J. Stephen Mouser
__________________________________ Director July 15, 2003
J. Stephen Mouser
/s/ John L. Newcomb, Jr
__________________________________ Director July 15, 2003
John L. Newcomb, Jr.
/s/ Gail L. Schomp
__________________________________ Director July 15, 2003
Gail L. Schomp
/s/ J. Alton Rider
__________________________________ Director July 15, 2003
J. Alton Rider
/s/ Michael L. Thomas
__________________________________ Director July 15, 2003
Michael L. Thomas
