As filed with the Securities and Exchange Commission on October 22, 2003-
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UNIVERSITY BANCORP, INC.
(Exact name of Registrant as specified in its charter )
Michigan 38-2929531
(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
959 Maiden Lane, Ann Arbor, Michigan 48105
(Address of Principal Executive Offices) (Zip Code)
University Bancorp, Inc. 1995 Stock Option Plan
(Full Title of the Plan)
Stephen Lange Ranzini, President, 959 Maiden Lane, Ann Arbor, MI 48105,
(734) 741-5858
(Name, Address, and Telephone number, Including Area Code of Agent for Service)
Copies of Communications to:
Donald Johnson, Esq.,
Varnum, Riddering, Schmidt & Howlett LLP
333 Bridge St. N.W., P.O. Box 352
Grand Rapids, Michigan 49501-0352
(616) 336-6000
CALCULATION OF REGISTRATION FEE
================================ ==================== ===================== ==================== ===================
Proposed Proposed
Title of Maximum Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered(1) Per Share Offering Price Registration Fee
- -------------------------------- -------------------- --------------------- -------------------- -------------------
Common Stock 350,000 Shares(1) $2.90 (2) $1,015,000 (2) $82.11
($.01 par value)
================================ ==================== ===================== ==================== ===================
(1) Pursuant to Rule 416(a) of the General Rules and Regulations under the
Securities Act of 1933, this Registration Statement also covers an
indeterminate number of additional shares as may be offered or sold to
prevent dilution resulting from stock splits, dividends or similar
transactions.
(2) For shares subject to outstanding but unexercised options, the price is
computed on the basis of the exercise price. For the purpose of
computing the registration fee only, the price shown is based upon the
price of $2.90 per share, the average of the high and low prices for
the Common Stock of University Bancorp in the NASDAQ Small-Cap Market
System on October 16, 2003, in accordance with Rule 457(h).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part 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 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference in this Registration
Statement the following documents filed by the Registrant with the Securities
and Exchange Commission:
(a) The Registrant's latest Annual Report on Form 10-K filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
(b) All other reports or documents filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, since the end of
the fiscal year covered by the Annual Report on Form 10-K referenced in (a)
above; and
(c) The description of the Registrant's Common Stock as incorporated by
reference in the Registrant's Registration Statement on Form 8-A, filed pursuant
to Section 12 of the Exchange Act on August 14, 2001 (SEC File No. 333-47056),
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part of
this Registration Statement 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 or superceded 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 supercedes such statement. Any
such statement so modified or superceded shall not be deemed, except as modified
or superceded, 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.
The only statute, charter provision, bylaw, contract, or other arrangement under
which any controlling person, Director or Officer of the Company is insured or
indemnified in any manner against any liability which he may incur in his
capacity as such, is as follows:
Under the Delaware Business Corporation Law we may or shall, subject to various
exceptions and limitations, indemnify our directors or officers and may purchase
and maintain insurance therefor.
We have included in our certificate of incorporation pursuant to the Delaware
Business Corporation Law a provision eliminating the personal liability of
directors and officers to us or our shareholders for damages for breach of duty.
The principal effect of this provision in our certificate of incorporation is to
eliminate potential monetary damage actions against any director for breach of
his or her duties as a director unless a judgment or other final adjudication
establishes that his or her acts or omissions were in bad faith; his or her acts
or omissions involved intentional misconduct or a knowing violation of law; or
he or she personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled. This provision does not affect the
liability of any director for acts or omissions occurring prior to the date of
adoption of this provision.
In addition, the Delaware Business Corporation Law empowers a corporation to
grant indemnification to any officer or director except where it is adjudged
that his or her acts were committed in bad faith; or were the result of active
and deliberate dishonesty and were material to the cause of action so
adjudicated; or that he or she personally gained in fact a financial profit or
other advantage to which he was not legally entitled. Also, the Delaware
Business Corporation Law empowers a corporation to advance to an officer or
director the expenses of defending any covered claim upon receipt of his or her
written agreement to repay any amount he or she is later determined not to be
entitled to. Our bylaws have been amended to provide that we advance expenses of
defense to our officers and directors substantially to the full extent
authorized by the Business Corporation Law.
The above statement is subject to the detailed provisions of Sections of the
Delaware Business Corporation Law. We do not maintain insurance to indemnify
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index which appears on page 6.
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 theregistration 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;
provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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 registrant 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) or 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 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.
(c) 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 Securities Act 0f 1933 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 of 1933 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, thereunto duly
authorized, in the City of Ann Arbor, State of Michigan, on the 21st day of
October 2003.
UNIVERSITY BANCORP, INC.
By: /s/ Stephen Lange Ranzini
------------------------------------------
Stephen Lange Ranzini,
President & CEO
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen L. Ranzini, his true and lawful
attorney-in-fact and agent, 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 this Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and any
other regulatory authority, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing required and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, 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 below on October 21, 2003, by the
following persons in the capacities indicated.
Signature Title
/s/Stephen Lange Ranzini Director, President & CEO
-----------------------------------
Stephen Lange Ranzini
/s/Gary Baker Director
-----------------------------------
Gary Baker
/s/ Michael Talley Lead Independent Director,
----------------------------------- Audit Committee Chairman
Michael Talley
/s/Robert Goldtrhorpe Chairman
-----------------------------------
Robert Goldthorpe
/s/Dr. Joseph Lange Ranzini Director
-----------------------------------
Dr. Joseph Lange Ranzini
/s/Paul Lange Ranzini Director
-----------------------------------
Paul Lange Ranzini
EXHIBIT INDEX
The following documents are filed as exhibits to this Registration
Statement:
Exhibit No. Description
4.1 Composite Certificate of Incorporation of the Company
(incorporated by reference to Exhibit Number 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996)
4.1.1 Certificate of Amendment, dated June 10, 1998, of the Company's
Certificate of Incorporation (incorporated by reference to Exhibit
Number 3.1.1 to the Registrant's Quarterly Report on Form 10-Q for
the year ended June 30, 1998)
5.1 Opinion of Varnum, Riddering, Schmidt & Howlett LLP
23.1 Consent of Varnum, Riddering, Schmidt & Howlett LLP (included in
Exhibit 5)
23.2 Consent of Grant Thornton, LLP, Certified Public Accountants
24.1 Power of Attorney (included on Page 5 hereof)
Exhibit 5.1
(VARNUM image omitted)
BRIDGEWATER PLACE O POST OFFICE BOX 352
GRAND RAPIDS, MICHIGAN 49501-0352
TELEPHONE 616 / 336-6000 O FAX 616 / 336-7000 O WWW.VARNUMLAW.COM
DONALD L. JOHNSON DIRECT DIAL 616/336-6828
E-MAIL dljohnson@varnumlaw.com
October 22, 2003
University Bancorp
959 Maiden Lane
Ann Arbor, Michigan 48105
Re: Registration Statement on Form S-8 Relating to the University Bancorp,
Inc. 1995 Stock Option Plan (the "Plan")
Gentlemen:
With respect to the Registration Statement on Form S-8 (the
"Registration Statement"), filed by University Bancorp, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended, 350,000
shares of the Company's common stock for issuance pursuant to the Plan, we have
examined such documents and questions of law we consider necessary or
appropriate for the purpose of giving this opinion.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon the foregoing, we are of the opinion that when the
Registration Statement has become effective under the Securities Act of 1933, as
amended, any and all shares of the Company's common stock that are the subject
of the Registration Statement will, when issued and paid for in accordance with
the terms stated in the Plan and the Registration Statement, be validly and
legally authorized, issued and outstanding and will be fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or under the rules and regulations of
the Securities and Exchange Commission relating thereto.
Sincerely,
VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP
/s/Donald L. Johnson
Donald L. Johnson
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 21, 2003, accompanying the consolidated
financial statements incorporated by reference in the annual report of
University Bancorp, Inc. on Form 10-K for the year ended December 31, 2002. We
hereby consent to the incorporation by reference of said report in the
Registration Statement of University Bancorp, Inc. on Form S-8 effective October
22, 2003.
/S/ GRANT THORNTON LLP
Southfield, Michigan
October 22, 2003