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As filed with the Securities and Exchange Commission on April 18, 2005
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FEDFIRST FINANCIAL CORPORATION
(exact name of registrant as specified in its charter)
UNITED STATES 25-1828028
- ---------------------------------- -----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
DONNER AT SIXTH STREET
MONESSEN, PA 15062
(724) 684-6800
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
FIRST FEDERAL SAVINGS BANK RETIREMENT PLAN
(Full Title of the Plan)
--------------------------------------
COPIES TO:
PETER D. GRIFFITH PAUL M. AGUGGIA, ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER AARON M. KASLOW, ESQ.
FEDFIRST FINANCIAL CORPORATION MULDOON MURPHY & AGUGGIA LLP
DONNER AT SIXTH STREET 5101 WISCONSIN AVENUE, N.W.
MONESSEN, PA 15062 WASHINGTON, D.C. 20016
(724) 684-6800 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
===================================================================================================================
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 100,000 $9.13(3) $913,000 $108
- -------------------------------------------------------------------------------------------------------------------
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 First Federal Savings Bank Retirement Plan (the "Plan") as the result
of a stock split, stock dividend or similar adjustment of the outstanding
common stock of FedFirst Financial Corporation (the "Common Stock")
pursuant to 17 C.F.R. ss.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
April 14, 2005 in accordance with 17 C.F.R. ss.230.457(c).
(4) In addition, pursuant to 17 C.F.R. ss.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. ss.230.457(h)(5). In accordance
with 17 C.F.R. ss.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. SS.230.462
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FEDFIRST FINANCIAL CORPORATION
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the First Federal
Savings Bank Retirement 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 FedFirst Financial
Corporation (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.
333-121405) pursuant to Rule 424(b)(3) on February 18, 2005, which includes the
consolidated statements of financial condition of FedFirst Financial Corporation
and subsidiaries as of December 31, 2003 and 2002, and the related consolidated
statements of income, changes in equity and comprehensive income and cash flows
for the years then ended, together with the related notes and report of Edwards,
Sauer & Owens, P.C. dated December 1, 2004.
(b) The description of the Registrant's common stock contained in
Registrant's Form 8-A12G (File No. 000-51153), 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 November 5, 2004, as incorporated by
reference to the Company's Form SB-2, as amended, (File No. 333-121405) and
declared effective on February 14, 2005.
(c) All the 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.
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.
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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 XII
INDEMNIFICATION
The Subsidiary Holding Company shall indemnify all officers, directors
and employees of the Subsidiary 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 Subsidiary 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 First Federal Savings Bank Retirement Plan1
23 Consent of Edwards, Sauer & Owens, P.C.
24 Power of Attorney (contained on the signature pages).
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:
- --------------------------
(1) Incorporated by reference herein from Exhibit 10.2 of the Registrant's
Form SB-2/A (File No. 333-121405) filed with the SEC on January 27, 2005.
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(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, FedFirst
Financial Corporation 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 Monessen, Commonwealth of Pennsylvania on April
18, 2005.
FEDFIRST FINANCIAL CORPORATION
By: /s/ Peter D. Griffith
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Peter D. Griffith
President and Chief Executive Officer
(principal executive officer)
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Peter D. Griffith, as the true and lawful
attorneys-in-fact and agents, 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 United States Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents 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 attorneys-in-fact and agents 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/ Peter D. Griffith President and Chief Executive Officer April 18, 2005
- --------------------------- (principal executive officer)
Peter D. Griffith
/s/ Robert L. Breslow Chief Financial Officer, Senior April 18, 2005
- --------------------------- Vice President and Director
Robert L. Breslow (principal accounting and financial officer)
Director
- ---------------------------
John M. McGinley
/s/ Joseph U. Frye Director April 18, 2005
- ---------------------------
Joseph U. Frye
/s/ John J. LaCarte Director April 18, 2005
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John J. LaCarte
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/s/ Jack M. McGinley Director April 18, 2005
- ---------------------------
Jack M. McGinley
/s/ Richard B. Boyer Director April 18, 2005
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Richard B. Boyer
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THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the First Federal Savings Bank
Retirement Plan have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Monessen,
Commonwealth of Pennsylvania on April 18, 2005.
FIRST FEDERAL SAVINGS BANK RETIREMENT PLAN
By: /s/ DaCosta Smith, III
-----------------------
DaCosta Smith, III
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EXHIBIT INDEX
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Sequentially
Numbered
Exhibit No. Description Method of Filing Page Location
- ------------------ -------------------------------------- ----------------------------------------- -----------------
10 First Federal Savings Bank Incorporated by reference.
Retirement Plan
23 Consent of Edwards, Sauer & Owens, Filed herewith.
P.C.
24 Power of Attorney Located on the signature page.
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