As filed with the Securities and Exchange Commission on February 2, 2010
Registration No. 333-161931
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 2 TO THE
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Harvard Illinois Bancorp, Inc. and
Harvard Savings Bank 401(k) Plan
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Maryland 6712 Being applied for
- ------------------ ----------------- -----------------------
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification Number)
Incorporation or Classification
Organization) Code Number)
58 North Ayer Street
Harvard, Illinois 60033
(815) 943-5261
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Mr. Duffield J. Seyller, III
President and Chief Executive Officer
58 North Ayer Street
Harvard, Illinois 60033
(815) 943-5261
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Kip A. Weissman, Esq.
Robert B. Pomerenk, Esq.
Luse Gorman Pomerenk & Schick, P.C.
5335 Wisconsin Avenue, N.W., Suite 400
Washington, D.C. 20015
(202) 274-2000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
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]
If this Form is filed to register additional shares for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller
reporting company)
CALCULATION OF REGISTRATION FEE
====================================== ==================== ======================= ======================== ===============
Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be offering price per aggregate offering registration
securities to be registered registered share price fee
- -------------------------------------- -------------------- ----------------------- ------------------------ ---------------
Common Stock, $0.01 par value per
share 1,256,375 shares $10.00 $12,563,750 (1) $701*
- -------------------------------------- -------------------- ----------------------- ------------------------ ---------------
Participation interests 87,035(2) (2)
====================================== ==================== ======================= ======================== ===============
* Previously Paid.
(1) Estimated solely for the purpose of calculating the registration fee.
(2) The securities of Harvard Illinois Bancorp, Inc. to be purchased by the
Harvard Savings Bank 401(k) Plan are included in the amount shown for the
common stock. Accordingly, no separate fee is required for the
participation interests. In accordance with Rule 457(h) of the Securities
Act of 1933, as amended, the registration fee has been calculated on the
basis of the number of shares of common stock that may be purchased with
the current assets of such Plan.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
Amount(1)
--------------
* Registrant's Legal Fees and Expenses............................... $ 315,000
* Registrant's Accounting Fees and Expenses.......................... 106,860
* Conversion Agent and Data Processing Fees.......................... 15,000
* Marketing Agent Fees (1)........................................... 180,000
* Marketing Agent Expenses (Including Legal Fees and Expenses)....... 60,000
* Appraisal Fees and Expenses........................................ 40,000
* Printing, Postage, Mailing and EDGAR Fees.......................... 70,000
* Filing Fees (OTS, IDFPR, FINRA and SEC)............................ 24,457
* Business Plan Fees and Expenses.................................... 21,000
* Financial Consulting Fees and Expenses............................. 25,000
* Benefit Plans Restructuring Fees................................... 10,000
* Other.............................................................. 2,683
--------------
* Total ............................................................. $ 870,000
==============
- -------------------------
* Estimated
(1) Harvard Illinois Bancorp, Inc. has retained Keefe, Bruyette & Woods, Inc.
to assist in the sale of common stock on a best efforts basis in the
offerings.
Item 14. Indemnification of Directors and Officers
Articles 10 and 11 of the Articles of Incorporation of Harvard Illinois
Bancorp, Inc. (the "Corporation") set 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:
ARTICLE 10. Indemnification, etc. of Directors and Officers.
A. Indemnification. The Corporation shall indemnify (1) its current and
former directors and officers, whether serving the Corporation or at its request
any other entity, to the fullest extent required or permitted by the MGCL now or
hereafter in force, including the advancement of expenses under the procedures
and to the fullest extent permitted by law, and (2) other employees and agents
to such extent as shall be authorized by the Board of Directors and permitted by
law; provided, however, that, except as provided in Section B of this Article 10
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. Procedure. If a claim under Section A of this Article 10 is not paid in
full by the Corporation within sixty (60) 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 (20) 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 also be
entitled to be reimbursed the expense of prosecuting or defending such suit. It
shall be a defense to any action for advancement of expenses that the
Corporation has not received both (i) an undertaking as required by law to repay
such advances in the event it shall ultimately be determined that the standard
of conduct has not been met and (ii) a written affirmation by the indemnitee of
his good faith belief that the standard of conduct necessary for indemnification
by the Corporation has been met. 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) 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 the applicable standard for indemnification set forth in the MGCL.
II-1
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 MGCL, 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 10 or otherwise shall be on the Corporation.
C. Non-Exclusivity. The rights to indemnification and to the advancement of
expenses conferred in this Article 10 shall not be exclusive of any other right
that any Person may have or hereafter acquire under any statute, these Articles,
the Corporation's Bylaws, any agreement, any vote of stockholders or the Board
of Directors, or otherwise.
D. Insurance. The Corporation may maintain insurance, at its expense, to
insure 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 MGCL.
E. Miscellaneous. The Corporation shall not be liable for any payment under
this Article 10 in connection with a claim made by any indemnitee to the extent
such indemnitee has otherwise actually received payment under any insurance
policy, agreement, or otherwise, of the amounts otherwise indemnifiable
hereunder. The rights to indemnification and to the advancement of expenses
conferred in Sections A and B of this Article 10 shall be contract rights and
such rights shall continue as to an indemnitee who has ceased to be a director
or officer and shall inure to the benefit of the indemnitee's heirs, executors
and administrators.
Any repeal or modification of this Article 10 shall not in any way diminish
any rights to indemnification or advancement of expenses of such director or
officer or the obligations of the Corporation arising hereunder with respect to
events occurring, or claims made, while this Article 10 is in force.
ARTICLE 11. Limitation of Liability. An officer or director of the
Corporation, as such, shall not be liable to the Corporation or its stockholders
for money damages, except (A) to the extent that it is proved that the Person
actually received an improper benefit or profit in money, property or services,
for the amount of the benefit or profit in money, property or services actually
received; or (B) to the extent that a judgment or other final adjudication
adverse to the Person is entered in a proceeding based on a finding in the
proceeding that the Person's action, or failure to act, was the result of active
and deliberate dishonesty and was material to the cause of action adjudicated in
the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL
is amended to further eliminate or limit the personal liability of officers and
directors, then the liability of officers and directors of the Corporation shall
be eliminated or limited to the fullest extent permitted by the MGCL, as so
amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director or officer of the Corporation existing at the time of such repeal or
modification.
Item 15. Recent Sales of Unregistered Securities
Not Applicable.
II-2
Item 16. Exhibits and Financial Statement Schedules:
The exhibits and financial statement schedules filed as part of this
registration statement are as follows:
(a) List of Exhibits
1.1 Engagement Letter between Harvard Savings, MHC and Keefe, Bruyette &
Woods, Inc.*
1.2 Form of Agency Agreement between Harvard Savings, MHC, Harvard
Illinois Financial Corporation, Harvard Savings Bank and Harvard
Illinois Bancorp, Inc., and Keefe, Bruyette & Woods, Inc.*
2.1 Plan of Conversion and Reorganization*
2.2 Merger Agreement with Morris Building & Loan, s.b.*
3.1 Articles of Incorporation of Harvard Illinois Bancorp, Inc.*
3.2 Bylaws of Harvard Illinois Bancorp, Inc.*
4 Form of Common Stock Certificate of Harvard Illinois Bancorp, Inc.*
5 Opinion of Luse Gorman Pomerenk & Schick, P.C. regarding legality of
securities being registered*
8 Federal Tax Opinion of Luse Gorman Pomerenk & Schick, P.C.*
10.1 Proposed Form of Employee Stock Ownership Plan*
10.2 Proposed Employment Agreement between Harvard Savings Bank and
Duffield J. Seyller, III*
10.3 Proposed Employment Agreement between Harvard Savings Bank and Donn L.
Claussen*
10.4 Proposed Form of Change in Control Agreement between Harvard Savings
Bank and Richard J. Lipinsky*
10.5 Employment Agreement between Harvard Savings Bank and Donn L.
Claussen*
10.6 Salary Continuation Agreement with Duffield J. Seyller, III*
10.7 Salary Continuation Agreement with Michael T. Neese *
10.8 Salary Continuation Agreement with Donn L. Claussen*
10.9 Split Dollar Life Insurance Agreement with Donn L. Claussen*
10.10 Form of Director Deferred Fee Agreements*
10.11 Form of 2009 Director Deferred Fee Agreement*
21 Subsidiaries of Registrant*
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in Opinions
included as Exhibits 5 and 8)*
23.2 Consent of BKD, LLP
23.3 Consent of RP Financial, LC.*
24 Power of Attorney (set forth on signature page)
99.1 Appraisal Agreement between Harvard Savings Bank and RP Financial,
LC.*
99.2 Letter of RP Financial, LC. with respect to Subscription Rights*
99.3 Updated Appraisal Report of RP Financial, LC.**
99.4 Marketing Materials*
99.5 Stock Order and Certification Form*
99.6 Business Plan Agreement with Keller & Company, Inc.*
99.7 Conversion Agent Agreement between Keefe, Bruyette & Woods, Inc. and
Harvard Savings, MHC*
99.8 Engagement Letter between Harvard Savings Bank and Donati Financial
Services, Inc.*
- -------------------------
* Previously filed.
** Supporting financial schedules filed in paper format only pursuant to
Rule 202 of Regulation S-T. Available for inspection during business
hours at the principal offices of the SEC in Washington, D.C.
(b) Financial Statement Schedules
No financial statement schedules are filed because the required information
is not applicable or is included in the consolidated financial statements or
related notes.
II-3
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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.
(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.
(4) 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.
(5) That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to
Rule 424 (ss.230.424 of this chapter);
II-4
(ii)Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating
to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv)Any other communication that is an offer in the offering made
by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.
(7) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus 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.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Harvard, State of Illinois
on February 2, 2010.
HARVARD ILLINOIS BANCORP, INC.
By: /s/ Duffield J. Seyller, III
-------------------------------------
Duffield J. Seyller, III
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Harvard Illinois Bancorp,
Inc. (the "Company") hereby severally constitute and appoint Duffield J.
Seyller, III as our true and lawful attorney and agent, to do any and all things
in our names in the capacities indicated below which said Duffield J. Seyller,
III 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-1 relating to the offering of the Company's common stock,
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 Duffield J. Seyller, III 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 dates indicated.
Signatures Title Date
---------- ----- ----
/s/ Duffield J. Seyller, III President, Chief Executive Officer February 2, 2010
- ---------------------------- and Director (Principal Executive
Duffield J. Seyller, III Officer)
/s/ Donn Claussen Executive Vice President, Chief February 2, 2010
- ---------------------------- Financial Officer and Director
Donn Claussen (Principal Financial and Accounting
Officer)
/s/ Ronald M. Seeley Chairman of the Board February 2, 2010
- ----------------------------
Ronald M. Seeley
/s/ Michael P. Feeney Director February 2, 2010
- ----------------------------
Michael P. Feeney
/s/ John W. Rebhorn Director February 2, 2010
- ----------------------------
John W. Rebhorn
/s/ William D. Schack Director February 2, 2010
- ----------------------------
William D. Schack
/s/ Richard L. Walker Director February 2, 2010
- ----------------------------
Richard L. Walker
As filed with the Securities and Exchange Commission on February 2, 2010
Registration No. 333-161931
================================================================================
---------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------
EXHIBITS
TO
PRE-EFFECTIVE AMENDMENT NO. 2 TO THE
REGISTRATION STATEMENT
ON
FORM S-1
Harvard Illinois Bancorp, Inc.
Harvard, Illinois
================================================================================
Volume 1 of 1
EXHIBIT INDEX
1.1 Engagement Letter between Harvard Savings, MHC and Keefe, Bruyette &
Woods, Inc.*
1.2 Form of Agency Agreement between Harvard Savings, MHC, Harvard
Illinois Financial Corporation, Harvard Savings Bank and Harvard
Illinois Bancorp, Inc., and Keefe, Bruyette & Woods, Inc.*
2.1 Plan of Conversion and Reorganization*
2.2 Merger Agreement with Morris Building & Loan, s.b.*
3.1 Articles of Incorporation of Harvard Illinois Bancorp, Inc.*
3.2 Bylaws of Harvard Illinois Bancorp, Inc.*
4 Form of Common Stock Certificate of Harvard Illinois Bancorp, Inc.*
5 Opinion of Luse Gorman Pomerenk & Schick, P.C. regarding legality of
securities being registered*
8 Federal Tax Opinion of Luse Gorman Pomerenk & Schick, P.C.*
10.1 Proposed Form of Employee Stock Ownership Plan*
10.2 Proposed Employment Agreement between Harvard Savings Bank and
Duffield J. Seyller, III*
10.3 Proposed Employment Agreement between Harvard Savings Bank and Donn L.
Claussen*
10.4 Proposed Form of Change in Control Agreement between Harvard Savings
Bank and Richard J. Lipinsky*
10.5 Employment Agreement between Harvard Savings Bank and Donn L.
Claussen*
10.6 Salary Continuation Agreement with Duffield J. Seyller, III*
10.7 Salary Continuation Agreement with Michael T. Neese *
10.8 Salary Continuation Agreement with Donn L. Claussen*
10.9 Split Dollar Life Insurance Agreement with Donn L. Claussen*
10.10 Form of Director Deferred Fee Agreements*
10.11 Form of 2009 Director Deferred Fee Agreement*
21 Subsidiaries of Registrant*
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in Opinions
included as Exhibits 5 and 8)*
23.2 Consent of BKD, LLP
23.3 Consent of RP Financial, LC.*
24 Power of Attorney (set forth on signature page)
99.1 Appraisal Agreement between Harvard Savings Bank and RP Financial,
LC.*
99.2 Letter of RP Financial, LC. with respect to Subscription Rights*
99.3 Updated Appraisal Report of RP Financial, LC.**
99.4 Marketing Materials*
99.5 Stock Order and Certification Form*
99.6 Business Plan Agreement with Keller & Company, Inc.*
99.7 Conversion Agent Agreement between Keefe, Bruyette & Woods, Inc. and
Harvard Savings, MHC*
99.8 Engagement Letter between Harvard Savings Bank and Donati Financial
Services, Inc.*
- -------------------------
* Previously filed.
** Supporting financial schedules filed in paper format only pursuant to
Rule 202 of Regulation S-T. Available for inspection during business
hours at the principal offices of the SEC in Washington, D.C.