Registration No. 333-_____ As filed with the Commission on January 12, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Service Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Massachusetts
(State or other Jurisdiction of Incorporation or Organization)
04-3430806
(IRS Employer Identification No.)
81 Main Street
Medway, Massachusetts 02053
(Address of Principal Executive Offices and Zip Code)
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Service Bancorp, Inc. 1999 Stock Option Plan
Service Bancorp, Inc. 1999 Recognition and Retention Plan
(Full Title of the Plans)
Copies to:
Pamela J. Mozynski Ned Quint, Esquire
President and Chief Executive Officer Luse Lehman Gorman Pomerenk & Schick
Service Bancorp, Inc. A Professional Corporation
81 Main Street 5335 Wisconsin Ave., NW, #400
Medway, Massachusetts 02053 Washington, D.C. 20015
(508) 533-3100 (202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. |X|
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered (1) Maximum Maximum Registration Fee
Offering Price Per Aggregate Offering
Share Price
Common Stock,
par value $.01 63,387 shares (2) $7.50(3) $475,403 $119
per share
Common Stock,
par value $.01 17,107 shares (4) $6.75(3) $115,472 $29
per share
Common Stock,
par value $.01 40,247 shares (5) $6.75(6) $271,667 $68
per share ----------------- -------- ----
Total 120,741 shares $862,543 $216
================= ======== ====
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(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 Service Bancorp, Inc. 1999 Stock Option Plan (the "Stock Option Plan"),
and the Service Bancorp, Inc. 1999 Recognition and Retention Plan (the
"Recognition and Retention Plan") as the result of a stock split, stock
dividend or similar adjustment of the outstanding Common Stock of Service
Bancorp, Inc. pursuant to 17 C.F.R.ss.230.416(a).
(2) Represents the number of shares currently reserved for issuance pursuant to
options granted pursuant to the Stock Option Plan.
(3) Determined by the exercise price of options pursuant to 17 C.F.R.ss.230.457
(h)(1).
(4) Represents the number of shares currently reserved for issuance pursuant to
options available for grant pursuant to the Stock Option Plan.
(5) Represents the maximum number of shares which can be granted pursuant to the
Recognition and Retention Plan.
(5) Represents the number of shares available for grant pursuant to the
Recognition and Retention Plan.
(6) Determined by reference to the fair market value of the common stock on
January 8, 2001, pursuant to 17 C.F.R.ss.230.457(c).
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This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.
2
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
The documents containing the information specified in Part I of Form
S-8 have been or will be sent or given to participants in the Stock Option Plan
and the Recognition and Retention Plan (collectively, the "Plans") as specified
by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II.
Item 3. Incorporation of Documents by Reference
The following documents previously or concurrently filed by Service
Bancorp, Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-KSB for the year ended June 30,
2000 (Commission File No. 0-24935) filed pursuant to Rule 13a-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(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 year covered by the
Annual Report referred to above;
(c) the Company's definitive Proxy Statement for its Annual Meeting of
Stockholders held on October 24, 2000;
(d) the description of the common stock, par value $.01 per share, of the
Company contained in the Company's Registration Statement on Form SB-2
(Commission File No. 333-56851) originally filed with the Commission on
June 15, 1998 and all amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein 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 and the prospectus.
The Company shall furnish without charge to each person to whom the
prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to Pamela
J. Mozynski, President and Chief Executive Officer, Service Bancorp, Inc., 81
Main Street, Medway, Massachusetts 02053, telephone number (508) 533-3100.
All information appearing in this Registration Statement and the
prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
3
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Articles of Organization of the Company provide that a director or
officer of the Company shall be indemnified by the Company to the fullest extent
authorized by Massachusetts law against all expenses, liability and loss
reasonably incurred or suffered by such person in connection with his activities
as a director or officer or as a director or officer of another company, if the
director or officer held such position at the request of the Company.
Massachusetts law requires that such director, officer, employee or agent, in
order to be indemnified, must have acted in good faith and in a manner
reasonably believed to be not opposed to the best interests of the Company and,
with respect to any criminal action or proceeding, either had reasonable cause
to believe such conduct was lawful or did not have reasonable cause to believe
his conduct was unlawful.
The Articles of Organization and Massachusetts law also provide that
the Company may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Company has the power to indemnify such
person against such expense, liability or loss under Massachusetts law. The
Company intends to obtain such insurance.
Finally, the Articles of Organization provide that no director of the
Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director notwithstanding any
provision of law imposing such liability, provided that the Articles of
Organization do not eliminate or limit any liability of a director (i) for
breach of such director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) with respect to any transaction
from which the director derived an improper personal benefit, (iv) for voting to
approve the loan of Company assets to Company officers or directors, unless such
loan could reasonably be expected to benefit the Company, or (v) for voting to
authorize a distribution to stockholders or a repurchase or redemption of common
stock if such distribution, repurchase or redemption violates the Articles of
Organization or renders the Company insolvent.
Item 7. Exemption from Registration Claimed
Not applicable.
4
Item 8. List of Exhibits
Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
- -------------- -------- ---------------------------
5 Opinion of Luse Lehman Gorman Pomerenk Attached as Exhibit 5
& Schick, P.C.
10.1 Service Bancorp, Inc. 1999 Stock Option Plan **
10.2 Service Bancorp, Inc. 1999 Recognition and Retention Plan **
23.1 Consent of Luse Lehman Gorman Pomerenk Contained in Exhibit 5
& Schick, P.C.
23.2 Consent of Wolf & Company, P.C. Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
** Filed as exhibits to the Registrant's Proxy Statement relating to the
Registrant's October 26, 1999 annual meeting of stockholders, filed with
the Commission on September 22, 1999, which is incorporated herein by
reference.
5
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 to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in 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;
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 Stock Option Plan and the Recognition and Retention Plan;
4. 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 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this 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; and
5. 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 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 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.
6
EXHIBIT INDEX
Exhibit Number Description
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the
Common Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick,
A Professional Corporation (contained in the opinion
included as Exhibit 5)
23.2 Consent of Wolf & Company, P.C.
7
SIGNATURES
The Registrant. 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 Medway, Commonwealth of Massachusetts, on this
12th day of January, 2001.
Service Bancorp, Inc.
By: /s/ Pamela J. Mozynski
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Pamela J. Mozynski
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Service Bancorp, Inc.
(the "Company") hereby severally constitute and appoint Pamela J. Mozynski as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities indicated below which said Pamela J. Mozynski may deem necessary
or advisable to enable the Company to comply with the Securities Act of 1933,
and any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration statement on Form S-8, including
specifically, but not limited to, power and authority to sign for us in our
names in the capacities indicated below the registration statement and any and
all amendments (including post-effective amendments) thereto; and we hereby
approve, ratify and confirm all that said Pamela J. Mozynski shall do or cause
to be done by virtue thereof.
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 date indicated.
Signatures Title Date
/s/ Pamela J. Mozynski President, Chief January 12, 2001
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Pamela J. Mozynski Executive Officer
and Director
(Principal Executive
Officer)
/s/ Warren W. Chase, Jr. Vice President and January 12, 2001
- --------------------------- Treasurer
Warren W. Chase, Jr. (Principal Financial
and Accounting Officer)
/s/ William L. Casey Chairman of the Board January 12, 2001
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William L. Casey
/s/ James W. Murphy Director and Secretary January 12, 2001
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James W. Murphy
/s/ Richard Giusti Director January 12, 2001
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Richard Giusti
/s/ John Hasenjaeger Director January 12, 2001
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John Hasenjaeger
/s/ Robert J. Heavey Director January 12, 2001
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Robert J. Heavey
/s/ Thomas R. Howie Director January 12 , 2001
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Thomas R. Howie
/s/ Kenneth C.A. Isaacs Director January 12, 2001
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Kenneth C.A. Isaacs
/s/ Paul V. Kenney Director January 12, 2001
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Paul V. Kenney
Director
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Eugene R. Liscombe
/s/ Robert A. Matson Director January 12, 2001
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Robert A. Matson
/s/ James W. Murphy Director January 12, 2001
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James W. Murphy
/s/ Lawrence E. Novick Director January 12, 2001
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Lawrence E. Novick
/s/ Eugene G. Stone Director January 12, 2001
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Eugene G. Stone
/s/ Kelly A. Verdolino Director January 12, 2001
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Kelly A. Verdolino
EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]
January 11, 2001 (202) 274-2000
Board of Directors
Service Bancorp, Inc.
81 Main Street
Medway, Massachusetts 02053
Re: Service Bancorp, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the issuance of Service Bancorp, Inc. (the "Company") common
stock, par value $.01 per share (the "Common Stock"), pursuant to the Service
Bancorp, Inc. 1999 Stock Option Plan (the "Stock Option Plan") and the Service
Bancorp, Inc. 1999 Recognition and Retention Plan. We have reviewed the
Company's Articles of Organization, Registration Statement on Form S-8 (the
"Form S-8"), as well as applicable statutes and regulations governing the
Company and the offer and sale of the Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock, when issued
in connection with the exercise of options granted pursuant to the
Stock Option Plan, will be legally issued, fully paid and
non-assessable.
This opinion has been prepared solely for the use of the Company in
connection with the preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person without the prior
written consent of this firm. We hereby consent to the use of this opinion in
the Form S-8.
Very truly yours,
/s/ LUSE LEHMAN GORMAN POMERENK &
SCHICK
LUSE LEHMAN GORMAN POMERENK &
SCHICK
A Professional Corporation
EXHIBIT 23.2
CONSENT OF WOLF & COMPANY, P.C.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Service Bancorp, Inc., of our report dated July 28, 2000, appearing
in the Annual Report on Form 10-KSB of Service Bancorp, Inc. for the year ended
June 30, 2000.
/s/ Wolf & Company, P.C.
Boston, Massachusetts
January 9, 2001