As filed with the Securities and Exchange Commission on May 20, 1996
Registration No. 33-93276
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PALFED, INC.
(Exact name of Registrant as specified in its charter)
____________________
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.
AMENDED AND RESTATED DIRECTORS STOCK 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)
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Page 1 of ___ sequentially numbered pages.
The Index to Exhibits is on page 7.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 to the PALFED, Inc. Form S-8
Registration Statement is being filed in connection with the amendment of the
PALFED, Inc. Amended and Restated Directors Stock Plan (as amended and restated,
the "Plan"), previously filed with the Securities and Exchange Commission on
June 1, 1995 as Exhibit 4.0 to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-8 (SEC File No. 33-48334).
At the Annual Meeting of Shareholders of PALFED, Inc. (the "Company") held
on April 23, 1996, the shareholders of the Company approved certain amendments
to the Plan. The Plan, as amended as of April 23, 1996, is filed as Exhibit 4.0
to this Post-Effective Amendment No. 1 to the Company's Registration Statement
on Form S-8 (SEC File No. 33-93276).
ITEM 8. EXHIBITS
4.0 PALFED, Inc. Amended and Restated Directors Stock Plan, as amended as of
April 23, 1996.
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.
5.1 Opinion of Howard M. Hickey, Jr. as to the legality of securities being
registered.*
24.1 Consent of Howard M. Hickey, Jr.*
24.3 Consent of Coopers & Lybrand.*
25 Power of Attorney.*
________________________
* Previously filed on June 8, 1995 as an exhibit to the Registrant's
Registration Statement on Form S-8 (SEC File No. 33-93276) and incorporated
herein by reference.
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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.
(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 Post-
Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed
on its behalf by the undersigned thereunto duly authorized, in the City of
Aiken, State of South Carolina on May 16, 1996.
PALFED, INC.
By: /s/ John C. Troutman
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John C. Troutman
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities indicated as of May 16, 1996.
SIGNATURES TITLE
/s/ Albert H. Peters, Jr.* Chairman of the Board
------------------------------
Albert H. Peters, Jr.
/s/ John C. Troutman President, Chief Executive Officer
------------------------------ and Director
John C. Troutman
/s/ Darrell R. Rains Executive Vice President,
------------------------------ Treasurer and Chief Financial Officer
Darrell R. Rains
/s/ Michael B. Smith* Senior Vice President and Controller
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Michael B. Smith
/s/ William F. Cochrane* Director
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William F. Cochrane
/s/ Patrick D. Cunning* Director
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Patrick D. Cunning
[Signatures continued on next page]
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SIGNATURES TITLE
/s/ Edward Larry Hutto* Director
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Edward Larry Hutto
/s/ Harold D. Kingsmore* Director
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Harold D. Kingsmore
/s/ R. Bruce McBratney* Director
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R. Bruce McBratney
/s/ Ambrose L. Schwallie* Director
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Ambrose L. Schwallie
/s/ Charles E. Simons, III* Director
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Charles E. Simons, III
*By:/s/ Howard M. Hickey, Jr.
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Howard M. Hickey, Jr.
Attorney-in-Fact
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Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the PALFED, Inc. Amended and Restated Directors Stock Plan has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement on
form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Aiken, State of South Carolina, on May 16, 1996.
PALFED, Inc., as Administrator of the PALFED,
Inc. Amended and Restated Directors Stock Plan
By:/s/ Darrell R. Rains
---------------------------------
Darrell R. Rains
Executive Vice President, Treasurer and
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
4.0 PALFED, Inc. Amended and Restated Directors Stock
Plan, as amended as of April 23, 1996.
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.
5.1 Opinion of Howard M. Hickey, Jr. as to the legality
of securities being registered.*
24.1 Consent of Howard M. Hickey, Jr.*
24.2 Consent of Coopers & Lybrand.*
25 Power of Attorney.*
________________________
* Previously filed on June 8, 1995 as an exhibit to the Registrant's
Registration Statement on Form S-8 (SEC File No. 33-93276).
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