As filed with the Securities and Exchange Commission on July 10, 2006
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, PENNSYLVANIA 15062
(724) 684-6800
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
FEDFIRST FINANCIAL CORPORATION 2006 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
-----------------------------
COPIES TO:
JOHN G. ROBINSON PAUL M. AGUGGIA
PRESIDENT & CHIEF EXECUTIVE OFFICER AARON KASLOW
FEDFIRST FINANCIAL CORPORATION MULDOON MURPHY & AGUGGIA LLP
DONNER AT SIXTH STREET 5101 WISCONSIN AVENUE, N.W.
MONESSEN, PENNSYLVANIA 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 Proposed Maximum Proposed Maximum
Securities to be Amount Offering Price Per Aggregate Offering Amount of
Registered to be Registered (1) Share Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par Value 453,617 (2) $10.41(3) $4,722,153 $506
====================================================================================================================
(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 FedFirst Financial Corporation 2006 Equity Incentive Plan (the "Plan")
as the result of a stock split, stock dividend or similar adjustment to the
outstanding common stock of FedFirst Financial Corporation (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 FedFirst Financial Corporation
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
July 6, 2006 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.
FEDFIRST FINANCIAL CORPORATION
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The document containing the information for the FedFirst Financial
Corporation 2006 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 FedFirst Financial
Corporation (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 March 31, 2006 (File No. 000-51153), filed with the SEC on May 12, 2006.
(b) The Corporation's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2005, which includes the consolidated financial statements as
of and for the years ended December 31, 2005 and December 31, 2004 filed with
the SEC on March 30, 2006 (File No. 000-51153).
(c) The Current Report on Form 8-K filed by the Registrant with the SEC
on May 1, 2006 (excluding portions furnished under Item 2.02 or 7.01 of Form
8-K).
(d) 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 February 8, 2005, as incorporated by
reference to the Company's Form SB-2, as amended (File No. 333-121405).
(e) All documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a) and 13(c), 14 or 15(d) of the Exchange
Act (excluding any portions thereof furnished under Item 2.02 or 7.01 of Form
8-K) 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.
2
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 (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 FedFirst Financial Corporation 2006 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 Edwards, Sauer & Owens, P.C.
24.0 Power of Attorney (contained on the signature pages).
- -----------------------------
(1) Incorporated herein by reference to Appendix C in the definitive proxy
statement (000-51153) filed with the SEC on April 13, 2006.
3
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.
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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
July 10, 2006.
FEDFIRST FINANCIAL CORPORATION
By: /s/ John G. Robinson
-------------------------------------
John G. Robinson
President and Chief Executive Officer
(principal executive officer)
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints John G. Robinson, 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 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 might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, 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/ John G. Robinson
- ------------------------- President, Chief Executive Officer and July 10, 2006
John G. Robinson Director (principal executive officer)
/s/ Robert C. Barry, Jr.
- ------------------------- Chief Financial Officer and Senior Vice July 10, 2006
Robert C. Barry, Jr. President (principal accounting and
financial officer)
/s/ Richard B. Boyer
- ------------------------- Director July 10, 2006
Richard B. Boyer
/s/ Joseph U. Frye
- ------------------------- Director July 10, 2006
Joseph U. Frye
/s/ John M. Kish
- ------------------------- Director July 10, 2006
John M. Kish
/s/ John J. LaCarte
- ------------------------- Director July 10, 2006
John J. LaCarte
/s/ Jack M. McGinley
- ------------------------- Director July 10, 2006
Jack M. McGinley
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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 FedFirst Financial Corporation 2006 Equity Incorporated herein by
Incentive Plan reference to Appendix C in the
definitive proxy statement
(000-51153) filed with the SEC
on April 13, 2006.
10.1 Form of Award Agreements Filed herewith.
23.1 Consent of Muldoon Murphy & Aguggia LLP Contained in the opinion
included as Exhibit 5.0.
23.2 Consent of Edwards, Sauer & Owens, PC Filed herewith.
24.0 Power of Attorney Located on the signature page.