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As filed with the Securities and Exchange Commission on April 18, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PFSB BANCORP, INC.
(exact name of registrant as specified in its certificate of incorporation)
MISSOURI 6305 31-1627743
(state or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
123 W. LAFAYETTE STREET, P. O. BOX 72
PALMYRA, MISSOURI 63461-0072
(573) 769-2134
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
PFSB BANCORP, INC.
2000 STOCK-BASED INCENTIVE PLAN
(Full Title of the Plan)
--------------------------------
COPIES TO:
ELDON R. METTE PAUL M. AGUGGIA, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER SUZANNE A. WALKER, ESQUIRE
PFSB BANCORP, INC. MULDOON, MURPHY & FAUCETTE LLP
123 W. LAFAYETTE STREET, P.O. BOX 72 5101 WISCONSIN AVENUE, N.W.
PALMYRA, MISSOURI 63461-0072 WASHINGTON, DC 20016
(573) 769-2134 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As
soon as practicable after this Registration Statement
becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
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Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered(1) Price Per Share Offering Price Fee
- -------------------------------------------------------------------------------------------------
Common Stock 55,900
$.01 par Value Shares (2) $10.25 (3) $572,975 $151
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Common Stock 22,360
$.01 par Value Shares (4) $11.00 (5) $245,960 $ 65
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(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 PFSB Bancorp, Inc. 2000 Stock-Based Incentive Plan (the "Plan") as the
result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of PFSB Bancorp, Inc. pursuant to 17 C.F.R.
Section 230.416(a).
(2)Represents the total number of shares currently reserved or available for
issuance as options pursuant to the Plan.
(3)Exercise price of $10.25 per share at which options for 55,900 shares under
the Plan have been granted to date.
(4)Represents the total number of shares currently reserved or available for
issuance as restricted stock awards under the Plan.
(5)The market value of the Common Stock on April 11, 2000, at which the 22,360
shares may be issued to satisfy restricted awards under the Plan.
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. SECTION 230.462.
Number of Pages 26
Exhibit Index begins on Page 9
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PFSB BANCORP, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the PFSB Bancorp, Inc.
(the "Company" or the "Registrant") 2000 Stock-Based Incentive Plan (the "Plan")
required by Part I of the Registration Statement will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1). Such documents are not
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.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:
(a) The Form 10-KSB filed by the Registrant (File No. 000-25355) with the
SEC on December 28, 1999, which includes the consolidated balance sheets of PFSB
Bancorp, Inc. and subsidiary as of September 30, 1999 and 1998, and the related
consolidated statements of income, equity, and cash flows for the years then
ended.
(b) The Form 10-QSB filed by the Registrant for the fiscal quarter ended
December 31, 1999 (File No. 000-25355), filed with the SEC on February 14, 2000.
(c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 000-25355), as filed with the SEC pursuant to Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12b-15
promulgated thereunder, on February 4, 1999 as incorporated by reference from
the Company's Registration Statement on Form SB-2 (SEC File No. 333-69191).
(d) All documents filed by the Registrant pursuant to Section 13(a) and
(c), 14 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.
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ITEM 4. DESCRIPTION OF SECURITIES.
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
The validity of the common stock offered hereby has been passed upon for
the Registrant by the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Missouri as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exist. This
indemnification applies to the Board of Directors who administer the Plan.
ARTICLE IX - INDEMNIFICATION
9.1 The Corporation shall and does hereby indemnify any person who is or
was a Director or executive officer of the Corporation or any subsidiary against
any and all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement and reasonably incurred by such person in connection with any
threatened, pending or completed civil, criminal, administrative or
investigative action, suit, proceeding or claim (including any action by or in
the right of the Corporation or a subsidiary) by reason of the fact that such
person is or was serving in such capacity; provided, however, that no such
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person shall be entitled to any indemnification pursuant to this Article IX on
account of (i) conduct which is finally adjudged to have been knowingly
fraudulent or deliberately dishonest or to have constituted willful misconduct,
or (ii) an accounting for profits pursuant to Section 16(b) of the Securities
Exchange Act of 1934, as amended from time to time, or pursuant to a successor
statute or regulation.
9.2 The Corporation may, to the extent that the Board of Directors deems
appropriate and as set forth in a Bylaw or authorizing resolution, indemnify any
person who is or was a non-executive officer, or employee or agent of the
Corporation or any subsidiary or who is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including an employee
benefit plan) against any and all expenses (including attorneys' fees),
judgements, fines and amounts paid in settlement and reasonably incurred by such
person in connection with any threatened, pending or completed civil, criminal,
administrative or investigative action, suit, proceeding or claim (including an
action by or in the right of the Corporation or a subsidiary) by reason of the
fact that such person is or was serving in such capacity; provided, however,
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that no such person shall be entitled to any indemnification pursuant to this
Section 9.2 on account of (i) conduct which is finally adjudged to have been
knowingly fraudulent or deliberately dishonest or to have constituted willful
misconduct, or (ii) an accounting for profits pursuant to Section 16(b) of the
Securities Exchange Act of 1934, as amended from time to time, or pursuant to a
successor statute or regulation.
9.3 The Corporation may, to the extent that the Board of Directors deems
appropriate, make advances of expenses, including attorneys' fees, incurred
prior to the final disposition of a civil, criminal, administrative or
investigative action, suit, proceeding or claim (including an action by or in
the right of the Corporation or a subsidiary) to any person to whom
indemnification is or may be available under this Article IX; provided, however,
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that prior to making any advances, the Corporation shall receive a written
undertaking by or on behalf of such person
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to repay such amounts advanced in the event that it shall be ultimately
determined that such person is not entitled to such indemnification.
9.4 The indemnification and other rights provided by this Article IX shall
not be deemed exclusive of any other rights to which a person to whom
indemnification is or otherwise may be available (under these Articles of
Incorporation or the Bylaws or any agreement or vote of shareholders or
disinterested Directors or otherwise), may be entitled. The Corporation is
authorized to purchase and maintain insurance on behalf of the Corporation or
any person to whom indemnification is or may be available against any liability
asserted against such person in, or arising out of, such person's status as
Director, officer, employee or agent of the Corporation, any of its subsidiaries
or another corporation, partnership, joint venture, trust or other enterprise
(including an employee benefit plan) which such person is serving at the request
of the Corporation.
9.5 Each person to whom indemnification is granted under this Article IX
is entitled to rely upon the indemnification and other rights granted hereby as
a contract with the Corporation and such person and such person's heirs,
executors, administrators and estate shall be entitled to enforce against the
Corporation all indemnification and other rights granted to such person by
Sections 9.1 and 9.3 and this Article IX. The indemnification and other rights
granted by Sections 9.1 and 9.3 and this Section 9.5 shall survive amendment,
modification or repeal of this Article IX, and no such amendment, modification
or repeal shall act to reduce, terminate or otherwise adversely affect the
rights to indemnification granted hereby, with respect to any expenses,
judgments, fines and amounts paid in settlement incurred by a person to whom
indemnification is granted under this Article IX with respect to an action,
suit, proceeding or claim that arises out of acts or omissions of such person
that occurred prior to the effective date of such amendment, modification or
repeal.
Any indemnification granted by the Board of Directors pursuant this
Article IX shall inure to the person to whom the indemnification is granted and
such person's heirs, executors, administrators and estate; provided, however,
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that such indemnification may be changed, modified or repealed, at any time or
from time to time, at the discretion of the Board of Directors, and the survival
of such indemnification shall be in accordance with terms determined by the
Board of Directors.
9.6 For the purposes of this Article IX, "subsidiary" shall mean any
corporation, partnership, joint venture, trust or other enterprise of which a
majority of the voting power, equity or ownership interest is directly or
indirectly owned by the Corporation.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed herewith (numbering corresponds generally
to Exhibit Table in Item 601 of Regulation S-K):
4 PFSB Bancorp, Inc. 2000 Stock-Based Incentive Plan.
5 Opinion of Muldoon, Murphy & Faucette LLP as to the legality of
the Common Stock to be issued.
23.0 Consent of Muldoon, Murphy & Faucette LLP (contained in the
opinion included in Exhibit 5).
23.1 Consent of Moore, Horton & Carlson, P.C.
24 Power of Attorney is located on the signature pages.
- --------------------------
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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 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
unless the information required by (i) and (ii) is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference into
this 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.
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 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 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 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
directors, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, PSFB Bancorp, Inc.
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 Town of Palmyra, Missouri, on April 18, 2000.
PFSB BANCORP, INC.
By: /s/ Eldon R. Mette
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Eldon R. Mette
President & Chief Executive Officer
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.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Mette) constitutes and appoints Mr. Nelson and Mr. Mette
hereby constitutes and appoints Ronald L. Nelson, as the 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
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
U.S. Securities and Exchange Commission, respectively, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and things requisite and necessary to be done 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 or substitutes, may
lawfully do or cause to be done by virtue hereof.
Name Title Date
---- ----- ----
/s/ Eldon R. Mette Chief Executive Officer April 18, 2000
- ---------------------------- President and Director
Eldon R. Mette (principal executive officer)
/s/ Ronald L. Nelson Vice President and April 18, 2000
- ---------------------------- Treasurer
Ronald L. Nelson (principal accounting
and financial officer)
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/s/ L. Edward Schaeffer Chairman of the Board April 18, 2000
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L. Edward Schaeffer
/s/ Glenn J. Maddox Vice Chairman of the Board April 18, 2000
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Glenn J. Maddox
/s/ Albert E. Davis Director April 18, 2000
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Albert E. Davis
/s/ Robert M. Dearing Director April 18, 2000
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Robert M. Dearing
/s/ James D. Lovegreen Director April 18, 2000
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James D. Lovegreen
/s/ Donald L. Slavin Director April 18, 2000
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Donald L. Slavin
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EXHIBIT INDEX
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Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
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4 PFSB Bancorp, Inc. 2000 Stock- Filed herewith. --
Based Incentive Program
5 Opinion of Muldoon, Murphy Filed herewith.
Faucette LLP
23.0 Consent of Muldoon, Murphy Contained in Exhibit 5.
Faucette LLP
23.1 Accountants Consent Filed herewith.
24 Power of Attorney Located on the signature page. --