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As filed with the Securities and Exchange Commission on December 23, 2004
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
OCEAN SHORE HOLDING CO.
(exact name of registrant as specified in its charter)
UNITED STATES 22-3584037
-------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1001 ASBURY AVENUE
OCEAN CITY, NJ 08226
(609) 399-0012
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
OCEAN CITY HOME BANK
SAVINGS AND INVESTMENT PLAN
(Full Title of the Plan)
---------------------------------
COPIES TO:
STEVEN E. BRADY PAUL M. AGUGGIA, ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER AARON M. KASLOW, ESQ.
OCEAN SHORE HOLDING CO. MULDOON MURPHY FAUCETTE & AGUGGIA LLP
1001 ASBURY AVENUE 5101 WISCONSIN AVENUE, N.W.
OCEAN CITY, NJ 08226 WASHINGTON, D.C. 20016
(609) 399-0012 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Title of each Class of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Offering Registration
Registered Registered(1) Share Price(2) Fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par Value 240,177 Shares $12.53(3) $3,009,430 $382
- ----------------------------------------------------------------------------------------------------------------------
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 Ocean City Home Bank Savings and Investment Plan (the "Plan") as the
result of a stock split, stock dividend or similar adjustment of the
outstanding common stock of Ocean Shore Holding Co. (the "Common Stock")
pursuant to 17 C.F.R. Section 230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The average of the high and low price of the Common Stock as reported on
December 22, 2004 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 Plan, 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 employee 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
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OCEAN SHORE HOLDING CO.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Ocean City Home
Bank Savings and Investment Plan (the "Plan") specified by Part I of this
Registration Statement will be sent or given to the participants in the Plan as
specified by Rule 428(b)(1). Such documents need not be 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. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed by Ocean Shore Holding Co.
(the "Registrant" or the "Holding Company") with the SEC are incorporated by
reference in this Registration Statement:
(a) The Prospectus filed with the SEC by the Registrant (File No.
333-118597) pursuant to Rule 424(b)(3) on November 16, 2004, which includes the
consolidated statements of financial condition of Ocean Shore Holding Co. and
subsidiaries as of December 31, 2003 and 2002, and the related consolidated
statements of income, changes in equity and cash flows for each of the three (3)
years in the period ended December 31, 2002, together with the related notes and
report of Deloitte & Touche LLP dated April 2, 2004.
(b) The description of the Registrant's common stock contained in
Registrant's Form 8-A 12G (File No. 000-51000), 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 25, 2004, as incorporated by
reference to the Company's Form S-1 (File No. 333-118597) and declared effective
on November 12, 2004.
(c) The Plan's annual report on Form 11-K for the fiscal year ended
December 31, 2003, filed with the SEC on December 23, 2004.
(d) All documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a) 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
The Registrant shall indemnify its directors and employees in
accordance with the following provision from the Registrant's Bylaws:
ARTICLE XI
INDEMNIFICATION
The Holding Company shall indemnify all officers, directors and
employees of the Holding Company, and their heirs, executors and administrators,
to the fullest extent permitted under federal law against all expenses and
liabilities reasonably incurred by them in connection with or arising out of any
action, suit or proceeding in which they may be involved by reason of their
having been a director or officer of the Holding Company, whether or not they
continue to be a director or officer at the time of incurring such expenses or
liabilities, such expenses and liabilities to include, but not be limited to,
judgments, court costs and attorneys' fees and the cost of reasonable
settlements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).
List of Exhibits (filed herewith unless otherwise noted):
10 Ocean City Home Bank Savings and Investment Plan (1)
23 Consent of Deloitte & Touche, LLP
24 Power of Attorney (contained on the signature pages).
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(1) Incorporated by reference herein from Exhibit 10.4 of the Registrant's Form
S-1/A (File No. 333-118597) filed with the SEC on October 22, 2004.
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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 unless the information or prospectus required by (i)
and (ii) is contained in periodic reports filed by the
Registrant pursuant to Section 13(a) or 15(d) of the Exchange
Act that are incorporated by reference into 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.
(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; and
(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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant'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 such 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 of whether such indemnification by it is against
public policy as expressed in such Act and will be governed by the final
adjudication of such issue.
The registrant has submitted or will submit the Plan and amendments
thereto to the IRS in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.
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SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Act of 1933, Ocean Shore
Holding Co. 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 Ocean City, New Jersey on December 22, 2004.
OCEAN SHORE HOLDING CO.
By: /s/ Steven E. Brady
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Steven E. Brady
President and Chief Executive Officer
(principal executive officer)
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Brady) constitutes and appoints Steven E. Brady, as the
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 United States Securities and Exchange
Commission, 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, and 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 by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Steven E. Brady President, Chief Executive December 22, 2004
- --------------------------- Officer and Director
Steven E. Brady (principal executive officer)
/s/ Donald F. Morgenweck Senior Vice President, Chief December 22, 2004
- ---------------------------- Financial Officer
Donald F. Morgenweck (principal accounting and financial officer)
/s/ Sylva A. Bertini Director December 22, 2004
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Sylva A. Bertini
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/s/ Frederick G. Dalzell Director December 22, 2004
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Frederick G. Dalzell, MD
/s/ Christopher J. Ford Director December 22, 2004
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Christopher J. Ford
/s/ Ray Gillian Director December 22, 2004
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Ray Gillian
/s/ Robert A. Previti Director December 22, 2004
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Robert A. Previti
/s/ John L. Van Duyne Director December 22, 2004
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John L. Van Duyne
/s/ Samuel R. Young Director December 22, 2004
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Samuel R. Young
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THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Ocean City Home Bank Savings and
Investment Plan have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in Ocean City, New Jersey
on December 22, 2004.
OCEAN CITY HOME BANK
SAVINGS AND INVESTMENT PLAN
By: /s/ Emily Walker
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Plan Administrator
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EXHIBIT INDEX
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Sequentially
Numbered
Exhibit No. Description Method of Filing Page Location
- ------------------ -------------------------------------- ----------------------------------------- -----------------
10 Ocean City Home Bank Savings and Incorporated by reference.
Investment Plan
23 Consent of Deloitte & Touche LLP Filed herewith.
24 Power of Attorney Located on the signature page.
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