As filed with the Securities and Exchange Commission on February 1, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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PALFED, INC.
(Exact name of Registrant as specified in its charter)
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South Carolina 57-0821295
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
107 Chesterfield Street South 29801
Aiken, South Carolina (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
PALFED, INC.
1995 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
Howard M. Hickey, Jr. WITH COPIES TO:
Executive Vice President, General Charles M. Flickinger
Counsel and Secretary Sutherland, Asbill & Brennan
PALFED, Inc. 999 Peachtree Street, N. E.
107 Chesterfield Street South Atlanta, Georgia 30309-3996
Aiken, South Carolina 29801 (404) 853-8000
(803) 642-1400
(NAME, ADDRESS AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share(1) price registration fee
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Common Stock
$1.00 par value 100,000 shares $12.25 $1,225,000 $422.41
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(1) The price is estimated in accordance with Rule 457(h) under the Securities
Act of 1933, solely for the purpose of calculating the registration fee, and
represents the average of the high and low sale prices of the Common Stock of
PALFED, Inc. on the Nasdaq National Market System on January 26, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by PALFED, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference as of their respective dates:
(a) Annual Report on Form 10-K for the year ended December 31, 1994;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Company's Annual Report referred to in (a) above; and
(c) The description of the Company's Common Stock contained in the
Registrant's Registration Statement on Form S-2 (SEC File No. 33-65338) as
Exhibit 4.1, filed on July 1, 1993.
All reports filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement
contained in any of such documents hereby incorporated by reference will be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable. See response to Item 3.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The consolidated statements of financial condition as of December 31, 1994
and 1993, and the consolidated statements of operations, stockholders' equity
and cash flows for each of the three years in the period ended December 31,
1994, included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (SEC File No. 33-65338), filed on March 31, 1995 have been
incorporated herein in reliance on the report of Coopers & Lybrand, independent
certified public accountants, given on the authority of that firm as experts in
accounting and auditing.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
SOUTH CAROLINA BUSINESS CORPORATION ACT
Pursuant to Section 33-8-510 of the South Carolina Business Corporation Act
("SCBCA"), the Company may indemnify an individual made party to a proceeding
because he was a director against liability incurred in the proceeding if he
conducted himself in good faith and he reasonably believed: (i) in the case of
conduct in his official capacity with the Company, that his conduct was in its
best interest; and (ii) in all other cases, that his conduct was at least not
opposed to its best interest. In the case of a criminal proceeding, a director
may be indemnified if he had no reasonable cause to believe his conduct was
unlawful. The Company may not indemnify a director in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation or in connection with any other proceeding
charging improper personal benefit to him, whether or not involving action in
his official capacity, in which he was adjudged liable on the basis that
personal benefit was improperly received by him. The termination of any claim,
action, suit or proceeding by judgment, order, settlement (whether with or
without court approval), conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the persons did not
act in good faith and in a manner which they reasonably believed to be in, or
not opposed to, the best interests of the Company. In addition, SCBCA Section
33-8-520 provides that indemnification is granted of right whenever a director
was wholly successful, on the merits or otherwise in the defense of any
proceeding to which he was a party because he is or was a director of the
Company against reasonable expenses incurred by him in connection with the
proceeding. If consistent with the Company's Articles of Incorporation, an
officer, agent or employee of the Company who is not a director may be
indemnified by the corporation on a discretionary basis as if he were a director
pursuant to SCBCA Section 33-8-560. The Company may purchase insurance on
behalf of any person who was or is a director, officer, employee or agent of the
Company against any liability, whether or not the Company would have the power
to indemnify such person under the provisions of the SCBCA.
ARTICLES OF INCORPORATION AND BYLAWS
The Company's Bylaws provide that the Company shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Company), by
reason of the fact that he is or was a director, officer, employee or agent of
the Company or is or was serving at its request as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise (all of whom are hereinafter referred to in the aggregate as
"indemnified persons" and in the singular as an "indemnified person") against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding.
Such indemnification is contingent upon the indemnified person's having acted in
good faith and, (i) in the case of conduct in his official capacity with the
Company, having reasonably believed his conduct to be in the best interests of
the Company, (ii) in all other cases, having reasonably believed his conduct to
be at least not opposed to the best interests of the Company, and (iii) with
respect to any criminal action or proceeding, having no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, that he had reasonable cause to believe that
his conduct was unlawful.
The Company shall also indemnify any indemnified person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that such indemnified person is or was a
director, officer, employee or agent of the Company or is or was serving at the
request of the Company as a director, employee or agent of another corporation,
partnership, joint venture or trust or other enterprise, against expenses
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actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and, in the case of
conduct in his official capacity with the Company, he reasonably believed his
conduct to be in the best interests of the Company or, in all other cases, he
reasonably believed his conduct to be at least not opposed to the best interests
of the Company. No indemnification, however, shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Company, except in certain specified circumstances. Any indemnification under
the Bylaws (unless ordered by a court) shall be made only as authorized in the
specific case upon a determination by a majority of the disinterested directors,
the shareholders or, in certain circumstances, independent legal counsel.
The Bylaws also provide that the Company may purchase and maintain insurance
at its expense to protect itself and any indemnified person against any such
liability, cost, payment or expense whether or not the Company would have the
power to indemnify such person against such liability.
CONTRACTUAL INDEMNIFICATION
The Company has entered into contracts with certain of its directors
providing for indemnification of such directors against expenses, judgments,
fines, amounts paid in settlement of actions against directors and liabilities
arising out of their service as directors, subject to certain limited
exceptions.
The agreements provide that each director shall be indemnified to the
fullest extent permitted by law against all expenses (including attorneys'
fees), judgments, fines and settlement amounts, paid or incurred by such
director in any action or proceeding, including any action by or in the right of
the Company, on account of his service as an officer, director, employee or
agent of the Company or as an officer, director, employee or agent of any other
company or enterprise when he is serving in any such capacity at the request of
the Company, as long as the director acted in a manner he reasonably believed to
be in or not opposed to the best interests of the Company. It is possible that
indemnification could occur even though a director may be convicted of criminal
activity or is adjudged in a civil action to have been grossly negligent.
However, no indemnity will be provided by the Company to any director under the
agreements on account of conduct which is adjudged to be knowingly fraudulent,
deliberately dishonest or involving willful misconduct. In addition, no
indemnification shall be provided if a final court decision shall determine that
such indemnification is not lawful in respect of any claim against a director
for an accounting of profits made from a purchase or sale of securities of the
Company in violation of section 16(b) of the 1934 Act or of any similar
statutory law, in respect of any claim arising out of the trading of the Company
stock while possessing material nonpublic information or on account of any
remuneration paid which is adjudicated to have been paid in violation of the
law. Pursuant to the provisions of the indemnification agreements, the
directors could be indemnified for violations of the 1933 Act.
The foregoing rights of indemnification and advancement of expenses are not
intended to be exclusive of any other right to which those indemnified may be
entitled, and the Company has reserved the right to provide additional indemnity
and rights to its directors, officers, employees or agents to the extent they
are consistent with law. The Company carries insurance for the purpose of
providing indemnification to its directors and officers. Such insurance
provides for indemnification of the Company for losses and expenses it might
incur to its directors and officers for successful defense of claims alleging
negligent acts, errors, omissions or breach of duty while acting in their
capacity as directors or officers and indemnification of its directors and
officers for losses and expenses upon the unsuccessful defense of such claims.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in the 1933
Act and is therefore unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.0 PALFED, Inc. 1995 Stock Option Plan.
4.1 Restated Articles of Incorporation of PALFED, Inc., filed on July 1,
1993 as Exhibit 4.1 to the Registrant's Registration Statement on Form
S-2 (SEC File No. 33-65338), is hereby incorporated herein by reference.
4.2 Bylaws of PALFED, Inc, as amended, incorporated by reference to Exhibit
3.2 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992.
5 Opinion of Howard M. Hickey, Jr. as to the legality of securities being
registered.
24.1 Consent of Howard M. Hickey, Jr. is contained in Exhibit 5.
24.2 Consent of Coopers & Lybrand as to their report on the financial
statements of the Registrant.
25 Power of Attorney (included in signature pages).
ITEM 9. UNDERTAKINGS
(a) 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;
(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) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference 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.
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(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 such 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, such 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 whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Aiken, State of South Carolina, on January 23, 1996.
PALFED, INC.
By: /s/ John C. Troutman
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John C. Troutman
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darrell R. Rains and Howard M. Hickey, Jr., and
each of them, his true and lawful attorneys-in-fact and agents, 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 this Registration
Statement and to file the same with all exhibits thereto, and other documents in
connection therewith, with the 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 in and about the
premises, as fully 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 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 and Amendment has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURES TITLE DATE
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/s/ Albert H. Peters, Jr. Chairman of the Board January 23, 1996
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Albert H. Peters, Jr.
/s/ John C. Troutman President, Chief Executive Officer January 23, 1996
- ------------------------------ and Director
John C. Troutman
/s/ Darrell R. Rains Executive Vice President, January 23, 1996
- ------------------------------ Treasurer and Chief Financial Officer
Darrell R. Rains
/s/ Michael B. Smith Senior Vice President and Controller January 23, 1996
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Michael B. Smith
[Signatures continued on next page]
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SIGNATURES TITLE DATE
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/s/ William F. Cochrane Director January 23, 1996
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William F. Cochrane
/s/ Patrick D. Cunning Director January 23, 1996
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Patrick D. Cunning
/s/ J. Cleveland Holmes Director January 23, 1996
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J. Cleveland Holmes
/s/ Edward Larry Hutto Director January 23, 1996
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Edward Larry Hutto
/s/ Harold D. Kingsmore Director January 23, 1993
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Harold D. Kingsmore
/s/ R. Bruce McBratney Director January 23, 1996
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R. Bruce McBratney
/s/ Ambrose L. Schwallie Director January 23, 1996
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Ambrose L. Schwallie
/s/ Charles E. Simons, III Director January 23, 1996
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Charles E. Simons, III
/s/ Neil W. Trask, Jr. Director January 23, 1996
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Neil W. Trask, Jr.
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Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the PALFED, Inc. 1995 Stock Option Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Aiken, State of South Carolina, on January 23,
1996.
PALFED, Inc., as Administrator of the PALFED,
Inc. 1995 Stock Option Plan
By: /s/ Darrell R. Rains
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Darrell R. Rains
Executive Vice President, Treasurer
and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
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4.0 PALFED, Inc. 1995 Stock Option Plan. 11
4.1 Restated Articles of Incorporation of PALFED, Inc.,
filed on July 1, 1993 as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-2 (SEC
File No. 33-65338), is hereby incorporated herein by
reference. --
4.2 Bylaws of PALFED, Inc., incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1992 (SEC File No.
0-15334). --
5 Opinion of Howard M. Hickey, Jr. as to the legality of
securities being registered.
24.1 Consent of Howard M. Hickey, Jr. is contained in
Exhibit 5.
24.2 Consent of Coopers & Lybrand as to their report on the
financial statements of the Registrant.
25 Power of Attorney (included in signature pages).
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