Registration No. 333-______
As filed with the Securities and Exchange Commission on October 5, 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PSB Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
United States 42-1597948
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
40 Main Street
Putnam, Connecticut 06260
(Address of Principal Executive Offices)
Thomas A. Borner
Chief Executive Officer
40 Main Street
Putnam Connecticut 06260
(Name and Address of Agent for Service)
PSB Holdings, Inc. 2005 Stock-Based Incentive Plan
(Full Title of the Plan)
Copies to:
Thomas A. Borner Robert B. Pomerenk, Esquire
Chief Executive Officer Luse Gorman Pomerenk & Schick, P.C.
PSB Holdings, Inc. 5335 Wisconsin Ave., N.W., Suite 400
40 Main Street Washington, D.C. 20015
Putnam, Connecticut 06260 (202) 274-2000
(860) 928-6501
(Name, Address and Telephone
Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Each Class 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
$0.10 per share 114,868(2) $11.00(7) $1,263,548 $135
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Common stock, par value
$0.10 per share 21,217(3) $11.00(7) $233,387 $25
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Common stock, par value
$0.10 per share 276,562(4) $10.60(6) $2,931,557 $314
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Common stock, par value
$0.10 per share 63,651(5) $11.00(7) $700,161 $75
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TOTALS 476,298 $5,128,653 $549
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(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance pursuant to
the PSB Holdings, Inc. 2005 Stock-Based Incentive Plan (the "Stock Benefit
Plan") as a result of a stock split, stock dividend or similar adjustment
of the outstanding common stock of PSB Holdings, Inc. (the "Company")
pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the number of shares of common stock awarded as restricted stock
but not vested under the Stock Benefit Plan.
(3) Represents the number of shares of common stock reserved for issuance under
the Stock Benefit Plan for any future grants of restricted stock.
(4) Represents the number of shares of common stock currently reserved for
issuance for options granted pursuant to the Stock Benefit Plan.
(5) Represents the number of shares of common stock reserved for issuance under
the Stock Benefit Plan for any future grants of stock options.
(6) Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(7) Determined pursuant to 17 C.F.R. Section 230.457(h)(1) and 17 C.F.R.
Section 230.457(c).
--------------------------------------------
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 Parts I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
Plan 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 with the
Commission are hereby incorporated by reference in this Registration Statement:
a) The Annual Report on Form 10-KSB of the Company for the fiscal year
ended June 30, 2006 (Commission File No. 000-50970), filed with the Commission
on September 15, 2006 pursuant to Section 13(a) of the Securities and 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
on Form 10-KSB referred to in (a) above; and
c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on September 30,
2004 (Commission File No. 000-50970).
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.
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.
3
Item 6. Indemnification of Directors and Officers
A section in the Registrant's bylaws provide for indemnification of the
Registrant's directors and officers in accordance with applicable law and
Section 545.121 of the regulations of the Office of Thrift Supervision ("OTS").
A summary of this section of the bylaws follows.
(a) Definitions and Rules of Construction.
(1) Definitions for purposes of this section.
(i) Action. The term "action" means any judicial or administrative
proceeding, or threatened proceeding, whether civil, criminal, or otherwise,
including any appeal or other proceeding for review;
(ii) Court. The term "court" includes, without limitation, any court to
which or in which any appeal or any proceeding for review is brought;
(iii) Final Judgment. The term "final judgment" means a judgment, decree,
or order which is not appealable or as to which the period for appeal has
expired with no appeal taken;
(iv) Settlement. The term "settlement" includes entry of a judgment by
consent or confession or a plea of guilty or nolo contendere.
(2) References in this section to any individual or other person, including
any savings bank, shall include legal representatives, successors, and assigns
thereof.
(b) Indemnification. Subject to paragraphs (c) and (g) of this section, the
Registrant shall indemnify any person against whom an action is brought or
threatened because that person is or was a director, officer or employee of the
Registrant, for:
(1) Any amount for which that person becomes liable under a judgment in
such action; and
(2) Reasonable costs and expenses, including reasonable attorney's fees,
actually paid or incurred by that person in defending or settling such action,
or in enforcing his or her rights under this section if he or she attains a
favorable judgment in such enforcement action.
(c) Requirements for Indemnification. Indemnification shall be made to such
person under paragraph (b) of this section only if:
(1) Final judgment on the merits is in his or her favor; or
(2) In case of:
(i) settlement,
(ii) final judgment against him or her; or
(iii) final judgment in his or her favor, other than on the merits,
if a majority of the disinterested directors of the Registrant
determines that he or she was acting in good faith within the scope of
his or her employment or authority as he or she could have reasonably
perceived it under the circumstances and for a purpose he or she could
reasonably have believed under the circumstances was in the best
interests of the Registrant or its shareholders.
However, no indemnification shall be made unless the Registrant gives the
OTS at least 60 days' notice of its intention to make such indemnification. Such
notice shall state the facts on which the action arose, the terms of any
4
settlement, and any disposition of the matter by a court. Such notice, a copy
thereof and a certified copy of the resolution containing the required
determination by the Board of Directors shall be sent to the Regional Director
of the OTS, who shall promptly acknowledge receipt thereof. The notice period
shall run from the date of such receipt. No such indemnification shall be made
if the OTS advises the Registrant in writing within such notice period, of his
or her objection thereto.
(d) Insurance. The Registrant may obtain insurance to protect it and
its directors, officers, and employees from potential losses arising
from claims against any of them for alleged wrongful acts, or wrongful
acts, committed in their capacity as directors, officers, or
employees. However, the Registrant may not obtain insurance that
provides for payment of losses of any person incurred as a consequence
of his or her willful or criminal misconduct.
(e) Payment of Expenses. If a majority of the directors of the
Registrant concludes that, in connection with an action, any person
ultimately may become entitled to indemnification under this section,
the directors may authorize payment of reasonable costs and expenses,
including reasonable attorneys' fees, arising from the defense or
settlement of such action. Nothing in this paragraph (e) shall prevent
the directors of the Registrant from imposing such conditions on a
payment of expenses as they deem warranted and in the interests of the
Registrant. Before making advance payment of expenses under this
paragraph (e), the Registrant shall obtain an agreement that the
Registrant will be repaid if the person on whose behalf payment is
made is later determined not to be entitled to such indemnification.
(f) Exclusiveness of Provisions. The Registrant shall not indemnify
any person referred to in paragraph (b) of this section or obtain
insurance referred to in paragraph (d) of this section other than in
accordance with this section.
(g) Statutory Limitation. The indemnification provided for in
paragraph (b) of this section is subject to and qualified by 12 U.S.C.
1821(k).
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
- -------------- -------- ---------------------------
4 Form of Common Stock Certificate *
5 Opinion of Luse Gorman Pomerenk & Schick, P.C. Attached as Exhibit 5
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. Contained in Exhibit 5
23.2 Consent of Whittlesey & Hadley, P.C. Attached as Exhibit 23.2
99 PSB Holdings, Inc. 2005 Stock-Based
Incentive Plan **
5
24 Power of Attorney Contained on Signature Page
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* Incorporated by reference to Exhibit 4 to the Registration Statement on
Form SB-2 (Commission File No. 333-116364), originally filed by the Company
under the Securities Act of 1933, with the Commission on June 10, 2004, and
all amendments or reports filed for the purpose of updating such
description.
** Incorporated by reference to Appendix B to the proxy statement for the
Company's 2005 Annual Meeting of stockholders (Commission File No.
000-50970), filed by the Company under the Securities and Exchange Act of
1934, on September 19, 2005.
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
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 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; 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
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 the City of Putnam, State of
Connecticut, on this 4th day of October, 2006.
PSB HOLDINGS, INC.
By: /s/ Thomas A. Borner
-----------------------------------
Thomas A. Borner, Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of PSB Holdings, Inc. (the
"Company") hereby severally constitute and appoint Thomas A. Borner, as our true
and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said Thomas A. Borner 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 shares of common stock to be
granted and shares of common stock to be issued upon the exercise of stock
options to be granted under the PSB Holdings, Inc. 2005 Stock-Based Incentive
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 Thomas A. Borner 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.
<c>
Signatures Title Date
- ---------- ----- ----
/s/ Thomas A. Borner
- ----------------------------
Thomas A. Borner Chief Executive Officer October 4, 2006
and Chairman of the Board (Principal Executive
Officer
/s/ Robert J. Halloran, Jr.
- ---------------------------- President and Chief Financial Officer and Director October 4, 2006
Robert J. Halloran, Jr. (Principal Financial and Accounting Officer)
/s/ Maurice P. Beaulac Director October 4, 2006
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Maurice P. Beaulac
/s/ Mary E. Patenaude Director October 4, 2006
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Mary E. Patenaude
/s/ Richard A. Loomis Director October 4, 2006
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Richard A. Loomis
/s/ Paul M. Kelly Director October 4, 2006
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Paul M. Kelly
/s/ Charles H. Puffer Director October 4, 2006
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Charles H. Puffer
/s/ John P. Miller Director October 4, 2006
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John P. Miller
/s/ Charles W. Bentley, Jr. Director October 4, 2006
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Charles W. Bentley, Jr.
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. 333-116364),
originally filed by the Company under the Securities
Act of 1933 with the Commission on June 10, 2004, and
all amendments or reports filed for the purpose of
updating such description).
5 Opinion of Luse Gorman Pomerenk & Schick, P.C.
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C.
(contained in the opinion included as Exhibit 5).
23.2 Consent of Whittlesey & Hadley, P.C.
24 Power of Attorney (contained in the signature page to
this Registration Statement).
99 PSB Holdings, Inc. 2005 Stock-Based Incentive
Plan (incorporated by reference to Appendix B to
the proxy statement for the Company's 2005
Annual Meeting of stockholders (Commission File
No. 000-50970), filed by the Company under the
Securities and Exchange Act of 1934, on September 19,
2005).