As filed with the Securities and Exchange Commission on November 21, 2005
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BV FINANCIAL, INC.
(exact name of registrant as specified in its charter)
UNITED STATES 14-1920944
- --------------------------------- -----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
7114 NORTH POINT ROAD
BALTIMORE, MD 21219
(410) 477-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
BV FINANCIAL, INC. 2005 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
--------------------------------------
COPIES TO:
EDMUND T. LEONARD PAUL M. AGUGGIA, ESQ.
CHAIRMAN AND CHIEF FINANCIAL OFFICER SCOTT A. BROWN, ESQ.
BV FINANCIAL, INC. MULDOON MURPHY & AGUGGIA LLP
1230 LIGHT STREET 5101 WISCONSIN AVENUE, N.W.
BALTIMORE, MD 21230 WASHINGTON, D.C. 20016
(410) 547-1088 (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 Fee
- --------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par Value 181,447(2) $8.86(3) $1,607,621 $190
====================================================================================================================
(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 BV Financial, Inc. 2005 Equity Incentive Plan (the "Plan") as the
result of a stock split, stock dividend or similar adjustment to the
outstanding common stock of BV Financial, Inc. (the "Common Stock")
pursuant to 17 C.F.R. ss.230.416(a).
(2) Represents the shares which may be issued as stock awards or upon the
exercise of options to purchase shares of BV Financial, Inc. common stock
under the Plan.
(3) Estimated solely for the purpose of calculating the registration fee. The
average of the high and low price of the Common Stock as reported on
November 17, 2005 in accordance with 17 C.F.R. ss.230.457(c).
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.
BV FINANCIAL, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The document containing the information for the BV Financial, Inc.
2005 Equity Incentive 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). Said document 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. Said document 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 BV Financial, Inc. (the
"Registrant" or the "Corporation") with the SEC are incorporated by reference in
this Registration Statement:
(a) The Corporation's Quarterly Report on Form 10-QSB for the period
ending September 30, 2005 (File No. 000-51014), filed with the SEC on November
14, 2005.
(b) The Corporation's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 2005, which includes the consolidated financial statements
as of and for the years ended June 30, 2004 and June 30, 2005, filed with the
SEC on September 28, 2005 (File No. 000-51014).
(c) The description of the Registrant's common stock contained in
Registrant's Form 8-A12G (File No. 000-51014), 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 (File No. 333-119083) and declared
effective on November 12, 2004.
(d) All documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 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.
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.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR
The Registrant (also referred to herein as the "Holding Company") 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):
5.0 Opinion of Muldoon Murphy & Aguggia LLP as to the legality of
the common stock to be issued.
10.0 BV Financial, Inc. 2005 Equity Incentive Plan(1)
10.1 Form of Award Agreements
23.1 Consent of Muldoon Murphy & Aguggia LLP
(contained in the opinion included as Exhibit 5.0)
23.2 Consent of Beard Miller Company LLP
24.0 Power of Attorney (contained on the signature pages).
- -------------------------------
(1) Incorporated herein by reference to Appendix A in the definitive proxy
statement (000-51014) filed with the SEC on October 4, 2005.
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:
3
(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.
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SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Act of 1933, BV
Financial, 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 Baltimore, Maryland on November 21, 2005.
BV FINANCIAL, INC.
By: /s/ Edmund T. Leonard
--------------------------------------------
Edmund T. Leonard
Chairman and Chief Financial Officer
(principal accounting and financial officer)
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Edmund T. Leonard and Carolyn M. Mroz, as the
true and lawful attorneys-in-fact and agents, 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 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 or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his or her 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/ Edmund T. Leonard Chairman and Chief Financial November 21, 2005
- ------------------------------- Officer (principal financial
Edmund T. Leonard and accounting officer)
/s/ Carolyn M. Mroz President, Chief Executive November 21, 2005
- ------------------------------- Officer and Director
Carolyn M. Mroz (principal executive officer)
/s/ Brian K. McHale Director November 21, 2005
- --------------------------------
Brian K. McHale
5
/s/ Anthony J. Narutowicz Director November 21, 2005
- --------------------------------
Anthony J. Narutowicz
/s/ Jerry S. Sopher Director November 21, 2005
- --------------------------------
Jerry S. Sopher
/s/ Michael J. Birmingham, III Director November 21, 2005
- --------------------------------
Michael J. Birmingham, III
/s/ Daniel J. Gallagher, Jr. Director November 21, 2005
- --------------------------------
Daniel J. Gallagher, Jr.
/s/ Edmund J. Kowalewski Director November 21, 2005
- --------------------------------
Edmund J. Kowalewski
/s/ Catherine M. Staszak Director November 21, 2005
- --------------------------------
Catherine M. Staszak
/s/ Robert R. Kern, Jr. Director November 21, 2005
- ---------------------------------
Robert R. Kern, Jr.
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EXHIBIT INDEX
-------------
Sequentially
Numbered Page
Exhibit No. Description Method of Filing Location
- ------------------- --------------------------------------------- -------------------------------- ----------------
5.0 Opinion of Muldoon Murphy & Aguggia LLP Filed herewith.
10.0 BV Financial, Inc. 2005 Equity Incentive Incorporated herein by
Plan reference to Appendix A in the
definitive proxy statement
(000-51014) filed with
the SEC on October 4, 2005.
10.1 Form of Award Agreement Filed herewith.
23.1 Consent of Muldoon Murphy & Aguggia LLP Contained in the opinion
included as Exhibit 5.0.
23.2 Consent of Beard Miller Company LLP Filed herewith.
24.0 Power of Attorney Located on the signature page.
7