As filed with the Securities and Exchange Commission on November 30, 2007
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FIRST ADVANTAGE BANCORP
(exact name of registrant as specified in its charter)
TENNESSEE 26-041680
- ----------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1430 MADISON STREET
CLARKSVILLE, TENNESSEE 37040
(931) 552-6176
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
FIRST FEDERAL SAVINGS BANK
401(k) AND PROFIT SHARING PLAN
(Full Title of the Plans)
--------------------------------------
COPIES TO:
EARL O. BRADLEY, III GARY R. BRONSTEIN
CHIEF EXECUTIVE OFFICER VICTOR L. CANGELOSI
FIRST ADVANTAGE BANCORP MULDOON MURPHY & AGUGGIA LLP
1430 MADISON STREET 5101 WISCONSIN AVENUE, N.W.
CLARKSVILLE, TENNESSEE 37040 WASHINGTON, D.C. 20016
(931) 552-6176 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
======================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be to be Offering Price Per Aggregate Offering Registration
Registered Registered Share(1) Price(2) Fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par Value 242,489 $10.00 $2,424,890 $75.00
- ----------------------------------------------------------------------------------------------------------------------
Participation
Interests (3) (4)
======================================================================================================================
(1) The average of the high and low price of the common stock of First
Advantage Bancorp (the "Common Stock") on the Nasdaq Global Market on
November 30, 2007, in accordance with Rule 457(c) under the Securities
Act of 1933, as amended (the "Securities Act").
(2) Estimated solely for the purpose of calculating the registration fee.
(3) In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plans described
herein.
(4) The securities of First Advantage Bancorp (the "Company" or the
"Registrant") to be purchased by the First Federal Savings Bank 401(k)
and Profit Sharing Plan (the "Plan") are included in the amount shown
for Common Stock. Accordingly, pursuant to Rule 457(h)(2), no separate
fee is required for the participation interests. In accordance with
Rule 457(h) under the Securities Act, the registration fee has been
calculated on the basis of the number of shares of Common Stock that
may be purchased with the current assets of the Plan.
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
FIRST ADVANTAGE BANCORP
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEMS 1 (PLAN INFORMATION) & 2 (REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION). The documents containing the information for the First Federal
Savings Bank 401(k) and Profit Sharing 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 First Advantage Bancorp
(the "Registrant" or the "Corporation") with the SEC are incorporated by
reference in this Registration Statement:
(a) The Prospectus filed with the SEC by the Registrant (File No.
333-144454) pursuant to Rule 424(b)(3) on October 19, 2007, which includes (i)
the consolidated balance sheets of First Federal Savings Bank as of December 31,
2006 and 2005, and the related statements of income, changes in equity and cash
flows for each of the years in the three-year period ended December 31, 2006;
together with the related notes and report of BKD, LLP, independent registered
public accounting firm.
(b) The description of the Registrant's common stock contained in
Registrant's Form 8-A12B (File No. 001-33682), as filed with the SEC pursuant to
Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
Rule 12b-15 promulgated thereunder, on August 31, 2007.
(c) The Form 11-K for the plan year ended December 31, 2006 filed
with the SEC on November 30, 2007.
(d) All the documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a) or 15(d) of the Exchange Act (excluding
Items 2.02 and 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.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered pursuant to the Plan has been registered
pursuant to Section 12(b) 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
Article X of the Registrant's Charter provides:
A director of this Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability: (i) for any breach of the director's
duty of loyalty to the Corporation or its shareholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; or (iii) for unlawful distributions under Section 48-18-304 of
the TBCA. If the TBCA is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the TBCA, as so amended.
Any repeal or modification of the foregoing paragraph by the
shareholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
In addition, Article XI of the Registrant's Charter provides:
(A) Each person who was or is made a party or is threatened to be made
a party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a director or an officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan, and (1) he or she conducted himself in good faith, (2) he
---
or she reasonably believed, (a) in the case of conduct in his official capacity
with the Corporation, that his or her conduct was in the Corporation's best
interest and, (b) in all other cases, that his or her conduct was at least not
opposed to the Corporation's best interest, and (3) in the case of any criminal
proceeding, he or she had no reasonable cause to believe that his conduct was
unlawful (hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the TBCA, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide before such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that,
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except as provided in Section (C) hereof with respect to proceedings to enforce
rights to indemnification, the Corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.
(B) The right to indemnification conferred in Section A of this Article
XI shall include the right to be paid by the Corporation the expenses incurred
in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the TBCA
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requires, an advancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer (and not in any other capacity in which
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service was or is rendered by such indemnitee, including, without limitation,
services to an employee benefit plan) shall be made upon (1) delivery to the
Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (hereinafter a "final adjudication") that such indemnitee is not entitled
to be indemnified for such expenses under this Section or otherwise, (2)
delivery to the Corporation, by or on behalf of such indemnitee, of a written
affirmation of his or her good faith belief that he or she has met the standard
of conduct set forth in Section A of this Article XI, and (3) a determination
that the facts would not preclude indemnification under this Article XI.
The determination shall be made (a) by the Board of Directors by
majority vote of a quorum consisting of directors not at the time parties to the
proceeding, (b) if a quorum cannot be obtained under the preceding clause, by
majority vote of a committee duly designated by the Board of Directors (in which
designation directors who are parties may participate), consisting solely of two
(2) or more directors not at the time parties to the proceeding, (c) by
independent special legal counsel, (i) selected by the Board of Directors or its
committee in the manner described in clause (a) or (b) of this paragraph, or
(ii) if a quorum of the board cannot be obtained under clause (a) or (b) of this
paragraph, selected by a majority vote of the full Board of Directors (in which
selection directors who are parties may participate) or; (d) by the
shareholders, but shares owned by or voted under the control of directors who
are at the time parties to the proceeding may not be voted on the determination.
The rights to indemnification and to the advancement of expenses
conferred in Sections (A) and (B) of this Article XI shall be contract rights
and such rights shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.
(C) If a claim under Section (A) or (B) of this Article XI is not paid
in full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty (20) days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expenses of prosecuting or defending such suit. In
(1) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (2) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the TBCA. Authorization of indemnification and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, except that if the
determination is made by special legal counsel, authorization of indemnification
and evaluation as to reasonableness of expenses shall be made by those entitled
to select counsel under clause (c) of the second paragraph of Section (B). In
any suit brought by the indemnitee to enforce a right to indemnification or to
an advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article XI or otherwise shall be on the
Corporation.
(D) The rights to indemnification and to the advancement of expenses
conferred in this Article XI shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, this Charter, Bylaws,
agreement, vote of shareholders or Disinterested Directors, as defined in
Article XIII of this Charter, or otherwise.
4
(E) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
subsidiary or affiliate or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under the TBCA.
(F) The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article XI with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.
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):
10.4 First Federal Savings Bank 401(k) and Profit Sharing Plan (1)
23 Consent of BKD LLP
24 Power of Attorney (contained on the signature page).
___________________
(1) Incorporated herein by reference to the Registrant's Form S-1
Registration Statement - Exhibit 10.4 filed with the SEC on July 10,
2007.
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:
(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.
Notwithstanding the foregoing, any increase or
decrease in the Volume of Securities Offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
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aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this 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.
(c)-(g) Not applicable.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, 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 director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, 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, First
Advantage Bancorp 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 Clarksville, State of Tennessee on November 30,
2007.
FIRST ADVANTAGE BANCORP
By: /s/ Earl O. Bradley, III
----------------------------------------
Earl O. Bradley, III
Chief Executive Officer and Director
(duly authorized representative)
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Earl O. Bradley, III, as the true and lawful
attorney-in-fact and agent, 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/ Earl O. Bradley, III Chief Executive Officer and Director November 30, 2007
- ---------------------------------- (principal executive officer)
Earl O. Bradley, III
/s/ Patrick C. Greenwell Chief Financial Officer and November 30, 2007
- ---------------------------------- Corporate Secretary
Patrick C. Greenwell (principal accounting and financial officer)
/s/ John T. Halliburton President and Director November 30, 2007
- -----------------------------------
John T. Halliburton
/s/ William G. Beach Director November 30, 2007
- -----------------------------------
William G. Beach
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/s/ Dr. Vernon M. Carrigan Director November 30, 2007
- -----------------------------------
Dr. Vernon M. Carrigan
/s/ Robert E. Durrett, III Director November 30, 2007
- -----------------------------------
Robert E. Durrett, III
/s/ William Lawson Mabry Director November 30, 2007
- -----------------------------------
William Lawson Mabry
/s/ William H. Orgain Director November 30, 2007
- -----------------------------------
William H. Orgain
/s/ Michael E. Wallace Director November 30, 2007
- ------------------------------------
Michael E. Wallace
/s/ David L. Watson Director November 30, 2007
- ------------------------------------
David L. Watson
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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 401(k)
and Profit Sharing Plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Clarksville, State of Tennessee on November 30, 2007.
FIRST FEDERAL SAVINGS BANK 401(k) AND
PROFIT SHARING PLAN
By: /s/ Earl O. Bradley, III
-------------------------------------
Earl O. Bradley, III
Plan Administrator
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EXHIBIT INDEX
-------------
Sequentially
Numbered
Exhibit No. Description Method of Filing Page Location
- ------------------ -------------------------------------- ----------------------------------------- -----------------
10.4 First Federal Savings Bank 401(k) Incorporated herein by reference to the
and Profit Sharing Plan Registrant's Form S-1 Registration
Statement - Exhibit 10.4 filed with
the SEC on July 10, 2007.
23 Consent of BKD LLP Filed herewith.
24 Power of Attorney Located on the signature page.