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As filed with the Securities and Exchange Commission on November 30, 2006
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EQUITABLE FINANCIAL CORP.
(exact name of registrant as specified in its charter)
United States 14-1941649
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
113-115 North Locust Street
Grand Island, Nebraska 68801
(308) 382-3136
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
EQUITABLE FINANCIAL CORP.
2006 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
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Copies to:
Richard L. Harbaugh Paul M. Aguggia
Chairman of the Board, President Sean P. Kehoe
and Chief Executive Officer Muldoon Murphy & Aguggia LLP
Equitable Financial Corp. 5101 Wisconsin Avenue, N.W.
113-115 North Locust Street Washington, D.C. 20016
Grand Island, NE 68801 (202) 362-0840
(308) 382-3136
(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(3) Fee
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Common Stock
$.01 par Value 226,208(2) $10.90 $2,465,668 $264
======================================================================================================================
(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 Equitable Financial Corp. 2006 Equity Incentive Plan (the "Plan").
(2) Represents the shares which may be issued as stock awards or upon the
exercise of stock options to purchase shares of Equitable Financial Corp.
under the Plan.
(3) Estimated solely for the purpose of calculating the registration fee. The
average of the bid and ask price of the Common Stock as reported on
November 29, 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. ss.230.462
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Equitable Financial Corp.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 & 2. The document containing the information for the Equitable Financial
Corp. 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 Equitable Financial
Corp. (the "Registrant" or the "Holding Company") with the SEC are incorporated
by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 2006, which includes the Registrant's consolidated statements of
financial condition as of June 30, 2006 and June 30, 2005, and the related
consolidated statements of income (loss), stockholders' equity and cash flows
for the years then ended filed with the SEC on September 27, 2006 (SEC No.
000-51514).
(b) The description of the Registrant's common stock contained in
Registrant's Form 8-A12G (File No. 000-51514), 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. 333-126617) and declared
effective on September 27, 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.
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 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):
5.0 Opinion of Muldoon Murphy & Aguggia LLP as to legality of the
Common Stock to be issued
10.0 Equitable Financial Corp. 2006 Equity Incentive Plan(1)
10.1 Form of Award Agreements
23.0 Consent of Muldoon Murphy & Aguggia LLP (included in
Exhibit 5.0)
23.1 Consent of Crowe Chizek and Company LLC
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
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(1) Incorporated herein by reference to Appendix C in the definitive proxy
statement filed with the SEC on October 2, 2006.
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(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, Equitable
Financial Corp. 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 Grand Island, State of Nebraska on November 30,
2006.
EQUITABLE FINANCIAL CORP.
By: /s/ Richard L. Harbaugh
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Richard L. Harbaugh
Chairman of the Board, President and
Chief Executive Officer
(duly authorized representative)
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Richard L. Harbaugh, 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 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
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/s/ Richard L. Harbaugh Chairman of the Board, President November 30, 2006
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Richard L. Harbaugh (principal executive officer)
/s/ Kim E. Marco Executive President and November 30, 2006
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Kim E. Marco (principal accounting and financial officer)
/s/ H. Lawrence Hanson Director November 30, 2006
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H. Lawrence Hanson
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/s/ Gary L. Hedman Director November 30, 2006
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Gary L. Hedman
/s/ Joanne Roush Holmes Director November 30, 2006
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Joanne Roush Holmes
/s/ Pamela L. Price Director November 30, 2006
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Pamela L. Price
/s/ Jonas A. Proffitt, M.D. Director November 30, 2006
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Jonas A. Proffitt, M.D.
/s/ Jack E. Rasmussen Director November 30, 2006
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Jack E. Rasmussen
/s/ Douglas J. Redman Director November 30, 2006
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Douglas J. Redman
/s/ Benedict P. Wassinger, Jr. Director November 30, 2006
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Benedict P. Wassinger, Jr.
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EXHIBIT INDEX
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Exhibit No. Description Method of Filing
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5.0 Opinion of Muldoon Murphy & Aguggia LLP Filed herewith.
10.0 Equitable Financial Corp. 2006 Equity
Incentive Plan Incorporated by reference.
10.1 Form of Award Agreement Filed herewith.
23.0 Consent of Muldoon Murphy & Aguggia LLP Contained in Exhibit 5.0
23.1 Consent of Crowe Chizek and Company LLC Filed herewith.
24 Power of Attorney Located on the signature page.
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