As filed with the Securities and Exchange Commission on March 7, 2003
Registration No. 333- ________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------------------
FRANKFORT FIRST BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 61-1271129
- ------------------------------- --------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
216 WEST MAIN STREET
FRANKFORT, KENTUCKY 40602-0535
----------------------------------------
(Address of Principal Executive Offices)
FRANKFORT FIRST BANCORP, INC./FIRST FEDERAL SAVINGS BANK
JUNIOR OFFICER RECOGNITION PLAN
- --------------------------------------------------------------------------------
(Full Title of the Plan)
DON JENNINGS, PRESIDENT
FRANKFORT FIRST BANCORP, INC.
216 WEST MAIN STREET
FRANKFORT, KENTUCKY 40602-0535
---------------------------------------
(Name and Address of Agent For Service)
(502) 223-1658
- --------------------------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
GARY R. BRONSTEIN, ESQUIRE
STRADLEY RONON STEVENS & Young, LLP
1220 19th Street NW, Suite 600
Washington, DC 20036
202-419-8401
CALCULATION OF REGISTRATION FEE
==========================================================================================================
Title of Each Proposed Maximum Proposed Maximum Amount Of
Class Of Securities Amount To Be Offering Price Aggregate Offering Registration
To Be Registered Registered (1) Per Share Price Fee
- ----------------------------------------------------------------------------------------------------------
Common Stock
$.01 par value 8,000 $17.06 (2) $136,480 (2) $11.04
==========================================================================================================
<FN>
(1) Maximum number of shares issuable under the Frankfort First Bancorp,
Inc./First Federal Savings Bank Junior Officer Recognition Plan, as such
amounts may be increased in accordance with said plan in the event of a
merger, consolidation, recapitalization or similar event involving the
Registrant.
(2) Pursuant to Rule 457(h), the shares being registered hereby are based upon
the average of the bid and asked selling prices of the common stock of the
Registrant as reported on the Nasdaq Stock Market on March 3, 2003 of
$17.06 per share ($136,480 in the aggregate).
</FN>
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
- ------
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
- ------
*This Registration Statement relates to the registration of 8,000 shares of
Common Stock, $.01 par value per share, of Frankfort First Bancorp, Inc. (the
"Company") reserved for issuance and delivery under the Frankfort First Bancorp,
Inc./First Federal Savings Bank Junior Officer Recognition Plan (the "Plan").
Documents containing the information required by Part I of this Registration
Statement will be sent or given to participants in the Plan in accordance with
Rule 428(b)(1). In accordance with Note to Part I of Form S-8, such documents
are not filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- ------
Frankfort First Bancorp, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "1934 Act") and, accordingly, files periodic reports and other information
with the Commission. Reports, proxy statements and other information concerning
the Company filed with the Commission may be inspected and copies may be
obtained (at prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, NW, Washington, DC 20549. The Commission also
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company. The address for the Commission's Web site is
"http://www.sec.gov".
The following documents are incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 2002 filed with the Commission on September 30, 2002 (Commission File No.
0-26360).
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002 filed with the Commission on November 14, 2002 (Commission
File No. 0-26360).
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2002 filed with the Commission on February 7, 2003 (Commission File
No. 0-26360).
(d) The description of the Company's Securities as contained in the
Company's Registration Statement on Form 8-A filed with the Commission on July
3, 1995.
ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT TO SECTIONS 13(a),
13(c), 14, AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AFTER
THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE OFFERING OF THE SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE ("COMMON STOCK") SHALL BE DEEMED TO BE
INCORPORATED BY REFERENCE IN THIS REGISTRATION STATEMENT, AND TO BE A PART
HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS.
2
ITEM 4. DESCRIPTION OF SECURITIES
- ------
Not applicable, as the Common Stock is registered under Section 12 of the
Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------
In addition to and apart from the indemnification provided for in the
Delaware General Corporation Law, as from time to time amended, the Company
shall provide indemnification to its directors as outlined in Article XVII of
the Company's Certificate of Incorporation as stated below:
A. Persons. The Corporation shall indemnify, to the extent provided in
-------
paragraphs B, D or F:
(1) any person who is or was a director, officer, employee, or agent
of the Corporation; and
(2) any person who serves or served at the Corporation's request as a
director, officer, employee, agent, partner or trustee of another
corporation, partnership, joint venture, trust or other enterprise.
B. Extent -- Derivative Suits. In case of a threatened, pending or
-----------------------------
completed action or suit by or in the right of the Corporation against a person
named in paragraph A by reason of his holding a position named in paragraph A,
the Corporation shall indemnify him if he satisfies the standard in paragraph C,
for expenses (including attorneys' fees but excluding amounts paid in
settlement) actually and reasonably incurred by him in connection with the
defense or settlement of the action or suit.
C. Standard-- Derivative Suits. In case of a threatened, pending or
-----------------------------
completed action or suit by or in the right of the Corporation, a person named
in paragraph A shall be indemnified only if:
(1) he is successful on the merits or otherwise; or
(2) he acted in good faith in the transaction which is the subject of
the suit or action, and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, including, but not
limited to, the taking of any and all actions in connection with the
Corporation's response to any tender offer or any offer or proposal of
another party to engage in a Business Combination (as defined in Article
XV) not approved by the board of directors. However, he shall not be
indemnified in respect of any claim, issue or matter as to which he has
been adjudged liable to the Corporation unless (and only to the extent
that) the court in which the suit was brought shall determine, upon
application, that despite the adjudication but in view of all the
circumstances, he is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.
D. Extent -- Nonderivative Suits. In case of a threatened, pending or
-------------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative), other than a suit by or in the right of the Corporation,
together hereafter referred to as a nonderivative suit, against a person named
in paragraph A by reason of his holding a position named in paragraph A, the
Corporation shall indemnify him if he satisfies the standard in paragraph E, for
amounts actually and reasonably incurred by him in connection with the defense
or settlement of the nonderivative suit, including, but not limited to (i)
expenses (including attorneys' fees), (ii) amounts paid in settlement, (iii)
judgments, and (iv) fines.
E. Standard-- Nonderivative Suits. In case of a nonderivative suit, a
--------------------------------
person named in paragraph A shall be indemnified only if:
(1) he is successful on the merits or otherwise; or
3
(2) he acted in good faith in the transaction which is the
subject of the nonderivative suit and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
Corporation, including, but not limited to, the taking of any and all
actions in connection with the Corporation's response to any tender
offer or any offer or proposal of another party to engage in a
Business Combination (as defined in Article XV) not approved by the
board of directors and, with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was
unlawful. The termination of a nonderivative suit by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
---- ----------
equivalent shall not, in itself, create a presumption that the person
failed to satisfy the standard of this subparagraph E(2).
F. Determination That Standard Has Been Met. A determination that the
-------------------------------------------
standard of paragraph C or E has been satisfied may be made by a court, or,
except as stated in subparagraph C(2) (second sentence), the determination may
be made by:
(1) the board of directors by a majority vote of a quorum
consisting of directors of the Corporation who were not parties to the
action, suit or proceeding; or
(2) independent legal counsel (appointed by a majority of the
disinterested directors of the Corporation, whether or not a quorum)
in a written opinion; or
(3) the stockholders of the Corporation.
G. Proration. Anyone making a determination under paragraph F may determine
---------
that a person has met the standard as to some matters but not as to others, and
may reasonably prorate amounts to be indemnified.
H. Advance Payment. The Corporation shall pay in advance any expenses
----------------
(including attorneys' fees) which may become subject to indemnification under
paragraphs A through G if:
(1) the board of directors authorizes the specific payment; and
(2) the person receiving the payment undertakes in writing to
repay the same if it is ultimately determined that he is not entitled
to indemnification by the Corporation under paragraphs A through G.
I. Nonexclusive. The indemnification and advance payment of expenses
------------
provided by paragraphs A through H shall not be exclusive of any other rights to
which a person may be entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.
J. Continuation. The indemnification provided by this Article XVII shall be
------------
deemed to be a contract between the Corporation and the persons entitled to
indemnification thereunder, and any repeal or modification of this Article XVII
shall not affect any rights or obligations then existing with respect to any
state of facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon any such state
of facts. The indemnification and advance payment provided by paragraphs A
through H shall continue as to a person who has ceased to hold a position named
in paragraph A and shall inure to his heirs, executors and administrators.
K. Insurance. The Corporation may purchase and maintain insurance on behalf
---------
of any person who holds or who has held any position named in paragraph A,
against any liability incurred by him in any such position, or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A through H.
L. Intention and Savings Clause. It is the intention of this Article XVII
-----------------------------
to provide for indemnification to the fullest extent permitted by the General
Corporation Law of the State of Delaware, and this Article XVII shall be
interpreted accordingly. If this Article XVII or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal, administrative, or
4
investigative, including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article XVII that shall
not have been invalidated and to the full extent permitted by applicable law. If
the General Corporation Law of the State of Delaware is amended, or other
Delaware law is enacted, to permit further or additional indemnification of the
persons defined in this Article XVII A, then the indemnification of such persons
shall be to the fullest extent permitted by the General Corporation Law of the
State of Delaware, as so amended, or such other Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not Applicable.
ITEM 8. EXHIBITS
- ------
The exhibits scheduled to be filed or included as part of this Registration
Statement are as follows:
5 Opinion of Stradley Ronon Stevens & Young, LLP as to the validity of
the Common Stock being registered
23.1 Consent of Stradley Ronon Stevens & Young (appears in their opinion
filed as Exhibit 5)
23.2 Consent of Grant Thornton LLP
24 Power of Attorney (contained in signature page to this Registration
Statement)
99.1 Frankfort First Bancorp, Inc./First Federal Savings Bank Junior
Officer Recognition Plan
99.2 Form of Notice of Award
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 --
(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 which,
individually or together, 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 SEC 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) do not apply if the registration statement is on Form
S-3 or S-8, and the information required to be included in a
post-effective amendment is incorporated by reference from the
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
5
(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 file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(4) 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.
(5) 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 of 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.
6
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 Frankfort, Commonwealth of Kentucky, on February 11,
2003.
FRANKFORT FIRST BANCORP, INC.
By: /s/ Don Jennings
------------------------------------------
Don Jennings
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of Frankfort First Bancorp, Inc., hereby
severally constitute and appoint Don Jennings, who may act, with full power of
substitution, our true and lawful attorney and agent, to do any and all things
in our names in the capacities indicated below which said Don Jennings, who may
act, may deem necessary or advisable to enable Frankfort First Bancorp, Inc. to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the registration of Frankfort First Bancorp, Inc. common stock, including
specifically, but not limited to, power and authority to sign for us in our
names in the capacities indicated below, the registration statement and any and
all amendments (including post-effective amendments) thereto; and we hereby
ratify and confirm all that said Don Jennings, shall do or cause to be done by
virtue thereof.
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.
Signatures Title Date
---------- ----- ----
By: /s/ Don Jennings
--------------------------------
Don Jennings President and Chief Executive February 11, 2003
Officer (Principal Executive
Officer)
By: /s/ William C. Jennings Chairman of the Board February 6, 2003
-------------------------------
William C. Jennings
By: /s/ R. Clay Hulette Vice President February 20, 2003
-------------------------------- (Principal Financial and Accounting
R. Clay Hulette Officer)
By: /s/ Danny A. Garland Vice President and Director February 20, 2003
--------------------------------
Danny A. Garland
By: /s/ Charles A. Cotton, III Director February 11, 2003
--------------------------------
Charles A. Cotton, III
By: /s/ David Eddins Director February 11, 2003
--------------------------------
David Eddins
By: /s/ William M. Johnson Director February 11, 2003
--------------------------------
William M. Johnson
By: /s/ Frank McGrath Director February 11, 2003
--------------------------------
Frank McGrath
By: Director
--------------------------------
Herman D. Regan, Jr.
By: /s/ C. Michael Davenport Director February 11, 2003
--------------------------------
C. Michael Davenport
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
5 Opinion of Stradley Ronon Stevens & Young, LLP as to the
validity of the Common Stock being registered
23.1 Consent of Stradley Ronon Stevens & Young (appears in their
opinion filed as Exhibit 5)
23.2 Consent of Grant Thornton LLP
24 Power of Attorney (contained in signature page to this
Registration Statement)
99.1 Frankfort First Bancorp, Inc./First Federal Savings Bank
Junior Officer Recognition Plan
99.2 Form of Notice of Award