Registration No. 333-______
As filed with the Securities and Exchange Commission on March 26, 2004
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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CCSB Financial Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware 32-0034299
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1178 West 152 Highway
Liberty, Missouri 64068
(Address of Principal Executive Offices)
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CCSB Financial Corp. 2004 Stock Option Plan
CCSB Financial Corp. 2004 Recognition and Retention Plan
(Full Title of the Plans)
Copies to:
John R. Davis
Chairman of the Board, President Robert I. Lipsher, Esquire
and Chief Executive Officer Luse Gorman Pomerenk & Schick, P.C.
CCSB Financial Corp. 5335 Wisconsin Ave., N.W., Suite 400
1178 West 152 Highway Washington, D.C. 20015
Liberty, Missouri 64068 (202) 274-2000
(816) 781-4500
(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
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee
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Common stock, par value
$0.01 per share 39,146 (4) $15.50 (3) $606,763 $77.00
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Common stock, par value
$0.01 per share 5,365 (5) $15.50 (3) $83,158 $11.00
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Common stock, par value
$0.01 per share
92,500 (6) $15.95 (2) $1,475,375 $187.00
- --------------------------------------------------------------------------------------------------------------------
Totals 137,011 $2,165,296 $275.00
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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 CCSB Financial Corp. 2004 Stock Option Plan ("Stock Option Plan") and
the CCSB Financial Corp. 2004 Recognition and Retention Plan ("Recognition
and Retention Plan") as a result of a stock split, stock dividend or
similar adjustment of the outstanding common stock of CCSB Financial Corp.
pursuant to 17 C.F.R. Section 230.416(a).
(2) Determined by the exercise price of options pursuant to 17 C.F.R. Section
230.457(h)(1).
(3) Determined by reference to the fair market value of the common stock on
March 24, 2004, pursuant to 17 C.F.R. Section 230.457(c).
(4) Represents the number of shares of common stock (i) awarded but not vested
and (ii) available for award under the Recognition and Retention Plan.
(5) Represents the number of shares of common stock currently reserved for
issuance under the Stock Option Plan for any future grants of stock
options.
(6) Represents the number of shares of common stock currently reserved for
issuance under the Stock Option Plan for any stock options that have been
granted.
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.
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 CCSB
Financial Corp. (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 fiscal year ended
September 30, 2003 (Commission File No. 000-50143), 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 description of the common stock of the Company contained in the
Registration Statement on Form 8-A (Commission File No. 000-50143) originally
filed by the Company under the Securities Act of 1933 with the Commission on
January 3, 2003, 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 Deborah
A. Jones, CCSB Financial Corp., 1178 West 152 Highway, Liberty, Missouri 64068,
telephone number (816) 781-4500.
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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Article NINTH of the Certificate of Incorporation of CCSB Financial
Corp. (the "Corporation") sets forth circumstances under which directors,
officers, employees and agents of the Corporation may be insured or indemnified
against liability which they incur in their capacities as such:
NINTH: 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 (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 Delaware General
Corporation Law, 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 prior to 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,
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
NINTH 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
Delaware General Corporation Law 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 service was or is rendered by such indemnitee,
including, without limitation, services to an employee benefit plan) shall be
made only upon 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. The rights to indemnification and to the advancement
of expenses conferred in Sections A and B of this Article NINTH 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 NINTH is not paid in
full by the Corporation within sixty 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 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 expense of prosecuting or defending such suit. In
(i) 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 (ii) 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 Delaware General Corporation Law. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. 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 NINTH or otherwise, shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article NINTH shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect
itself and any Director, Officer, employee or agent of the Corporation 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 Delaware General Corporation Law.
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 NINTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
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4 Form of Common Stock Certificate (Incorporated by reference to
Exhibit 4 to the Registration Statement on Form SB-2
(Commission File No. 333-99811), originally filed by the
Company under the Securities Act of 1933 with the Commission
on September 19, 2002, and all amendments or reports filed for
the purpose of updating such description).
5 Opinion of Luse Gorman Pomerenk & Schick, P.C. Attached as Exhibit 5
10.1 CCSB Financial Corp. 2004 Stock Option Plan. *
10.2 CCSB Financial Corp. 2004 Recognition and *
Retention Plan.
23.1 Consent of Luse Gorman Pomerenk
& Schick, P.C. Contained in Exhibit 5
23.2 Consent of Michael Trokey & 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 January 15, 2004 annual meeting of stockholders, filed with the
Commission on December 17, 2003, which is incorporated herein by reference.
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 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; and
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.
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.
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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Liberty, Missouri, on this 25th day
of March, 2004.
CCSB FINANCIAL CORP.
By: /s/ John R. Davis
--------------------------------
John R. Davis
Chairman of the Board, President
and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of CCSB Financial Corp. (the
"Company") hereby severally constitute and appoint John R. Davis as our true and
lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said John R. Davis 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 of common stock underlying the
CCSB Financial Corp. 2004 Recognition and Retention Plan and the CCSB Financial
Corp. 2004 Stock Option Plan, 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
John R. Davis shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.
Signatures Title Date
- ---------- ----- ----
/s/ John R. Davis Chairman of the Board, Director, March 25, 2004
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John R. Davis President and Chief Executive Officer
(Principal Executive Officer)
/s/ Mario Usera Director, Executive Vice President March 25, 2004
- --------------------------- and Chief Financial Officer
Mario Usera (Principal Financial Officer)
/s/ Deborah A. Jones Senior Vice President, March 25, 2004
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Deborah A. Jones Secretary and Treasurer
(Principal Accounting
Officer)
/s/ John R. Cooper Director March 25, 2004
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John R. Cooper
/s/ George A. McKinley Director March 25, 2004
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George A. McKinley
/s/ Keith A. Oberkrom Director March 25, 2004
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Keith A. Oberkrom
/s/ William J. Turpin Director March 25, 2004
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William J. Turpin
/s/ Robert A. Whipple Director March 25, 2004
- ---------------------------
Robert A. Whipple
EXHIBIT INDEX
Exhibit Number Description
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4 Form of Common Stock Certificate (Incorporated by reference to
Exhibit 4 to the Registration Statement on Form SB-2
(Commission File No. 333-99811), originally filed by the
Company under the Securities Act of 1933 with the Commission
on September 19, 2002, and all amendments or reports filed for
the purpose of updating such description).
5 Opinion of Luse Gorman Pomerenk & Schick, P.C.
10.1 CCSB Financial Corp. 2004 Stock Option Plan*
10.2 CCSB Financial Corp. 2004 Recognition and Retention Plan*
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in
the opinion included as Exhibit 5).
23.2 Consent of Michael Trokey & Company, P.C.
24 Power of Attorney (contained in the signature page to this
Registration Statement).
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* Incorporated by reference to the Company's Proxy Statement relating to the
Company's January 15, 2004 annual meeting of stockholders, originally filed by
the Company with the Commission on December 17, 2003.