As filed with the Securities and Exchange Commission on February 28, 2008
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
POLONIA BANCORP
(exact name of registrant as specified in its charter)
UNITED STATES 41-2224099
- ---------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3993 HUNTINGDON PIKE, 3RD FLOOR
HUNTINGDON VALLEY, PENNSYLVANIA 19006
(215) 938-8800
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
POLONIA BANCORP 2007 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
------------------------
COPIES TO:
ANTHONY J. SZUSZCZEWICZ THOMAS P. HUTTON, ESQ.
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER MULDOON MURPHY & AGUGGIA LLP
POLONIA BANCORP 5101 WISCONSIN AVENUE, N.W.
3993 HUNTINGDON PIKE, 3RD FLOOR WASHINGTON, D.C. 20016
HUNTINGDON VALLEY, PENNSYLVANIA 19006 (202) 362-0840
(215) 938-8800
(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
$0.01 par value 226,808 (2) $9.84 $2,230,657(3) $88.00
====================================================================================================================
(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 Polonia Bancorp 2007 Equity Incentive Plan (the "Plan") as the result
of a stock split, stock dividend or similar adjustment to the outstanding
common stock of Polonia Bancorp (the "Common Stock") pursuant to 17 C.F.R.
Section 230.416(a).
(2) Represents 64,802 shares which may be issued as stock awards and 162,006
shares which may be issued upon the exercise of options to purchase shares
of the Common Stock under the Plan.
(3) Estimated solely for the purpose of calculating the registration fee.
Weighted average price determined by an exercise price of $9.40 at which
options for 162,006 shares of Common Stock have been granted under the Plan
to date and by $10.27, which is the closing sales price listed on the OTC
Bulletin Board of the Common Stock as reported on February 27, 2007 in
accordance with 17 C.F.R. ss.230.457(c). In the absence of reported sales
on such date, the closing sales price on the immediately preceding date on
which sales were reported.
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.
POLONIA BANCORP
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The document containing the information for the Polonia Bancorp
2007 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 Polonia Bancorp (the
"Registrant" or the "Corporation") with the SEC are incorporated by reference in
this Registration Statement:
(a) The Corporation's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2006, which includes the consolidated balance sheet of
Polonia Bank and subsidiaries as of December 31, 2006 and 2005 and the related
consolidated statements of income, changes in retained earnings and cash flows
for the years then ended, filed with the SEC on March 30, 2007 (File No.
000-52267).
(b) The Corporation's Quarterly Reports on Form 10-QSB filed by the
Registrant for the fiscal quarters ended March 31, 2007, June 30, 2007 and
September 30, 2007, filed with the SEC on May 11, 2007 (and amended on August 1,
2007), August 14, 2007 and November 14, 2007, respectively (File No. 000-52267).
(c) The description of the Registrant's common stock contained in the
Registrant's Form 8-A (File No.000-52267), 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 October 17, 2006, as incorporated by
reference to the Registrant's Form SB-2 (File No. 333-135643) and declared
effective on November 13, 2006.
(d) The Corporation's Current Reports on Form 8-K (in each case other
than those portions furnished under items 2.02, 7.01 and 9.01 of Form 8-K) filed
with the SEC on May 7, 2007, August 6, 2007, October 3, 2007 and November 13,
2007 and January 29, 2008 (File No. 000-52267).
(e) 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 (in each case other than
those portions furnished under Items 2.02. 7.01 and 9.01 of Form 8-K).
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.
The validity of the Common Stock offered hereby has been passed upon
for the Registrant by the firm of Muldoon Murphy & Aguggia LLP.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Polonia Bancorp (the "Subsidiary Holding Company") shall indemnify its
directors, officers and employees in accordance with the following provision
from its 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 Opinion of Muldoon Murphy & Aguggia LLP as to the legality of
the common stock to be issued
10.1 Polonia Bancorp 2007 Equity Incentive Plan(1)
10.2 Form of Restricted Stock Award Agreement
10.3 Form of Incentive Stock Option Award Agreement
10.4 Form of Non-Statutory Stock Option Award Agreement
23.1 Consent of Muldoon Murphy & Aguggia LLP
(contained in the Opinion included as Exhibit 5)
2
23.2 Consent of S.R. Snodgrass, A.C.
24 Power of Attorney (contained on the signature pages)
- ------------------------------
(1) Incorporated herein by reference to Appendix D in the definitive proxy
statement filed with the SEC on June 12, 2007 (File No. 000-52267).
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 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;
(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; and
(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 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.
3
SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Act of 1933, Polonia
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 Huntingdon Valley, Pennsylvania on February 21, 2008.
POLONIA BANCORP
By: /s/ Anthony J. Szuszczewicz
-----------------------------------------------
Anthony J. Szuszczewicz
Chairman, President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Anthony J. Szuszczewicz and Paul D. Rutkowski, 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 thing 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 their 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/ Anthony J. Szuszczewicz Chairman, President and February 21, 2008
- --------------------------------- Chief Executive Officer
Anthony J. Szuszczewicz (principal executive officer)
/s/ Paul D. Rutkowski Chief Financial Officer February 21, 2008
- --------------------------------- and Corporate Secretary
Paul D. Rutkowski (principal financial and
accounting officer)
4
/s/ Dr. Eugene Andruczyk Director February 21, 2008
- ---------------------------------
Dr. Eugene Andruczyk
/s/ Frank J. Byrne Director February 21, 2008
- ---------------------------------
Frank J. Byrne
/s/ Gordon R. Johnston, III Director February 21, 2008
- ---------------------------------
Gordon R. Johnston, III
/s/ Edward W. Lukiewski Director February 21, 2008
- ---------------------------------
Edward W. Lukiewski
/s/ Robert J. Woltjen Director February 21, 2008
- ---------------------------------
Robert J. Woltjen
5
EXHIBIT INDEX
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Sequentially
Numbered Page
Exhibit No. Description Method of Filing Location
- ------------------- --------------------------------------------- -------------------------------- ----------------
5 Opinion of Muldoon Murphy & Aguggia LLP Filed herewith.
10.1 Polonia Bancorp 2007 Equity Incentive Plan Incorporated herein by N/A
reference.
10.2 Form of Restricted Stock Award Agreement Filed herewith.
10.3 Form of Incentive Stock Option Award Filed herewith.
Agreement
10.4 Form of Non-Statutory Stock Option Award Filed herewith.
Agreement
23.1 Consent of Muldoon Murphy & Aguggia LLP Contained in the Opinion
included as Exhibit 5.
23.2 Consent of S.R. Snodgrass, A.C. Filed herewith.
24 Power of Attorney Located on the signature page.
6