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As filed with the Securities and Exchange Commission on December 28, 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 37-1724442
(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 FINANCIAL HOLDINGS, INC.
2001 STOCK-BASED INCENTIVE PLAN
(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)
========================================================================================================================
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 77,582
$.01 par Value Shares (2) $14.45(3) $1,121,060 $281
- ------------------------------------------------------------------------------------------------------------------------
Common Stock 31,033
$.01 par Value Shares(4) $14.45(5) $ 448,427 $113
========================================================================================================================
(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 Financial Holdings, Inc. 2001 Stock-Based Incentive Plan (the
"Incentive Plan") as the result of a stock split, stock dividend or similar adjustment of the outstanding common
stock of Lawrence Financial Holdings, Inc. ("Common Stock") pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the total number of shares of Common Stock available for issuance as stock options pursuant to the
Incentive Plan.
(3) The fair market value of the Common Stock on December 26, 2001, at which stock options for 77,582 shares of Common
Stock are available for grant under the Incentive Plan.
(4) Represents the total number of shares of Common Stock available for issuance as restricted stock awards under the
Incentive Plan.
(5) The fair market value of the Common Stock on December 26, 2001, at which 31,033 shares of Common Stock are
available to be awarded as restricted stock under the Incentive 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
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LAWRENCE FINANCIAL HOLDINGS, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The document containing the information for the Lawrence Financial
Holdings, Inc. 2001 Stock-Based Incentive Plan (the "Incentive Plan") required
by Part I of the Registration Statement will be sent or given to the
participants in the Incentive Plan as specified by Rule 428(b)(1). The document
is 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, Annual Report, filed by the Registrant for the
fiscal year ended December 31, 2000, (File No. 000-31847), which includes the
consolidated balance sheets of Lawrence Financial Holdings, Inc. as of December
31, 2000, and 1999, and related consolidated statements of income, comprehensive
income, changes in shareholders' equity and cash flows for the years then ended,
filed with the SEC on March 30, 2001, as amended and refiled with the SEC on
April 3, 2001.
(b) The Form 10-QSB report filed by the Registrant for the fiscal
quarter ended March 31, 2001, June 30, 2001, and September 30, 2001 (File No.
000-31847), filed with the SEC on May 14, 2001, August 7, 2001 and November 9,
2001, respectively.
(c) 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.
(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 Lawrence Financial Holdings, Inc. 2001 Stock-Based Incentive
Plan.1
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 Crowe, Chizek and Company LLP.
24 Power of Attorney (located on the signature page.)
- ----------------------
1 Incorporated herein by reference from Appendix A contained in the
Proxy Statement on Form DEF 14A (SEC No. 000-31847).
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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.
(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
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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 December 28, 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
---- ----- ----
/s/ Jack L. Blair Director, President and Chief December 28, 2001
- ------------------------- Executive Officer
Jack L. Blair (principal executive officer)
/s/ Rob Roy Walters Chief Financial Officer December 28, 2001
- ------------------------- (principal accounting and
RobRoy Walters financial officer)
/s/ Tracy E. Brammer, Jr. Chairman of the Board December 28, 2001
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Tracy E. Brammer, Jr.
/s/ Charles E. Austin, II Director December 28, 2001
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Charles E. Austin, II
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/s/ Herbert J. Karlet Director December 28, 2001
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Herbert J. Karlet
/s/ Phillip O. McMahon Director December 28, 2001
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Phillip O. McMahon
/s/ Robert N. Taylor Director December 28, 2001
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Robert N. Taylor