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As filed with the Securities and Exchange Commission on March 23, 2001
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LAWRENCE FINANCIAL HOLDINGS, INC.
(exact name of registrant as specified in its certificate of incorporation)
MARYLAND 31-4232145
(state or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
311 SOUTH FIFTH STREET
IRONTON, OHIO 45638
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
LAWRENCE FEDERAL SAVINGS BANK EMPLOYEES'
SAVINGS & PROFIT SHARING PLAN AND TRUST
(Full Title of the Plan)
-------------------------------------------
JACK L. BLAIR COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER THOMAS P. HUTTON, ESQUIRE
LAWRENCE FINANCIAL HOLDINGS, INC. AARON M. KASLOW, ESQUIRE
311 SOUTH FIFTH STREET MULDOON MURPHY & FAUCETTE LLP
IRONTON, OHIO 45638 5101 WISCONSIN AVENUE, N.W.
(740) 532-0263 WASHINGTON, D.C. 20016
(202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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(2) Fee
- ----------------------------------------------------------------------------------------------------
Common Stock 10,000 $11.625
$.01 par Value Shares (3) $116,250 $29
- ----------------------------------------------------------------------------------------------------
Participation
Interests (4) (5)
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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 Lawrence Federal Savings Bank Employees' Savings & Profit Sharing Plan
and Trust (the "Plan") as the result of a stock split, stock dividend or
similar adjustment of the outstanding Common Stock of Lawrence Financial
Holdings, Inc. pursuant to 17 C.F.R. Section 230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The last sale price of the common stock of Lawrence Financial Holdings,
Inc. (the "Common Stock") as reported on the OTC - Bulletin Board on
March 16, 2001 in accordance with 17 C.F.R. Section 230.457(c).
(4) In addition, pursuant to 17 C.F.R. Section 230.416(c), this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein based upon the
maximum amount that could be issued under the plan pursuant to 17 C.F.R.
Section 230.457(h).
(5) In accordance with 17 C.F.R. Section 230.457(h), where securities are
to be offered pursuant to an employer 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. SECTION 230.462.
Number of Pages 11
Exhibit Index begins on Page 4
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LAWRENCE FINANCIAL HOLDINGS, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Lawrence Federal
Savings Bank Employees' Savings & Profit Sharing Plan and Trust (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 Prospectus filed with the SEC by Lawrence Financial Holdings, Inc.
(the "Registrant") (File No. 333-45404) pursuant to Rule 424(b)(3) on November
20, 2000, which includes: the consolidated balance sheets for Lawrence Federal
Savings Bank as of December 31, 1999 and 1998, and the related consolidated
statements of income, comprehensive income, equity and cash flows for the years
then ended.
(b) The description of the Registrant's Common Stock contained in
Registrant's Form 8-A (File No. 000-31847), 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 October 26, 2000, and declared effective
November 13, 2000 as incorporated by reference from the Company's Form SB-2
(File No. 333-45404) declared effective on November 13, 2000.
(c) The Plan's annual report on Form 11-K for the fiscal year ended
December 31, 2000, filed with the SEC on March 23, 2001.
(d) All documents filed by the Registrant and the Plan, where applicable,
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(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.
Article TENTH of the Registrant's Certificate of Incorporation provides as
follows:
TENTH: 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.
Not applicable.
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ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
4 Stock Certificate of Lawrence Financial Holdings, Inc.1
8 Tax Opinion is not required. The Registrant has submitted or
hereby undertakes to submit the 401(k) Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS
in order to qualify the plan.
10.4 Lawrence Federal Savings Bank Employees' Savings & Profit Sharing
Plan and Trust and Adoption Agreement.1
23 Consent of Crowe, Chizek and Company LLP.
24 Power of Attorney is located on the signature pages.
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1 Incorporated herein by reference from the Exhibit of the same number contained
in the Registration Statement on Form SB-2 (SEC No. 333-45404), as amended.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental change in
the information 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 a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) Include any additional or changed material information on 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) For determining liability under the Securities Act, to treat each
post-effective amendment as a new Registration Statement of the
securities offered, and the offering of the securities at that time
to be the initial bona fide offering thereof.
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(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) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's or the Plan'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 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 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 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 of 1933, Lawrence
Financial Holdings, Inc. certifies that is 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 Ironton, Ohio on February 27, 2001.
LAWRENCE FINANCIAL HOLDINGS, INC.
By: /s/ Jack L. Blair
---------------------------------------
Jack L. Blair
President and 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 constitutes and appoints Jack L. Blair as his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her and in his or her 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 or she might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Name Title Date
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/s/ Jack L. Blair Director, President and February 27, 2001
- -------------------------------- Chief Executive Officer
Jack L. Blair (principal executive officer)
/s/ RobRoy Walters Chief Financial Officer March 23, 2001
- -------------------------------- (principal accounting and
RobRoy Walters financial officer)
/s/ Tracy E. Brammer, Jr. Chairman of the Board February 27, 2001
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Tracy E. Brammer, Jr.
/s/ Charles E. Austin, II Director February 27, 2001
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Charles E. Austin, II
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/s/ Herbert J. Karlet Director February 27, 2001
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Herbert J. Karlet
/s/ Phillip O. McMahon Director February 27, 2001
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Phillip O. McMahon
/s/ Robert N. Taylor Director February 27, 2001
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Robert N. Taylor
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THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the Lawrence Federal Savings Bank Employees'
Savings and Profit Sharing Plan) have duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Ironton, Ohio on February 27, 2001.
LAWRENCE FEDERAL SAVINGS BANK EMPLOYEES'
SAVINGS AND PROFIT SHARING PLAN
By: /s/ Jack L. Blair
--------------------------------------------
Jack L. Blair
Plan Administrator
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EXHIBIT INDEX
-------------
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- -------------- ------------------------ --------------------------------------------------- ------------
4 Stock Certificate of Incorporated herein by reference from the Exhibits
Lawrence Financial of the Registrant's Registration Statement on Form
Holdings , Inc. SB-2 filed with the SEC
10.4 Lawrence Federal Incorporated herein by reference from the Exhibits
Savings Bank of the Registrant's Registration Statement on Form
Employees' Savings SB-2 filed with the SEC
& Profit Sharing
Plan and Trust and
Adoption Agreement
23 Consent of Crowe, Filed herewith.
Chizek and Company
LLP
24 Power of Attorney Located on the signature page.