As filed with the Securities and Exchange Commission on June 24, 2003
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Eureka Financial Corp.
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(Exact name of Registrant as specified in its charter)
United States 75 - 3098403
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3455 Forbes Avenue at McKee Place
Pittsburgh, Pennsylvania 15213
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(Address of principal executive offices)
Eureka Financial Corp. 1999 Stock Option Plan
Eureka Bank 1999 Restricted Stock Plan
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(Full Title of the Plans)
Gary B. Pepper
Chief Financial Officer
3455 Forbes Avenue at McKee Place
Pittsburgh, Pennsylvania 15213
412-681-8400
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(Name, address and telephone number of agent for service)
Copies to:
Richard Fisch, Esq.
Evan M. Seigel, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W.
Suite 340 West
Washington, D.C. 20005
(202) 434-4660
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Aggregate Offering Amount of Registration
be Registered Registered (1) Price Per Share(2) Price (2) Fee (2)
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Common Stock
$0.10 par value 55,042 shares $8.50 $467,857 $37.85
per share
Common Stock
$0.10 par value
per share 22,667 shares $21.00 $476,007 $38.51
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(1) The maximum number of shares of Common Stock issuable upon awards to be
granted under the Eureka Financial Corp. 1999 Stock Option Plan
consists of 64,757 shares, and under the Eureka Bank 1999 Restricted
Stock Plan (the "RSP") consists of 12,952 shares which are being
registered under this Registration Statement and for which a
registration fee is being paid. Additionally, an indeterminate number
of additional shares which may be offered and issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be
calculated, inter alia, based upon the price at which the stock options
may be exercised. An aggregate of 77,709 shares are being registered
hereby, of which 55,042 shares are under option at a weighted average
exercise price of $8.50 per share ($467,857 in the aggregate). The
remainder of such shares 22,667 shares consisting of 9,715 shares under
the Stock Option Plan not subject to options and 12,952 shares awarded
under the RSP, are being registered based upon the average of the bid
and ask prices of the Common Stock of the Registrant as reported on the
OTC Bulletin Board on June 19, 2003, of $21.00 per share ($476,007 in
the aggregate), for a total offering of $943,864.
This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
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Item 2. Registrant Information and Employee Plan Annual Information. *
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*This Registration Statement relates to the registration of 77,709
shares of Eureka Financial Corp. (the "Company" or "Registrant") common stock,
$.10 par value per share (the "Common Stock") issuable to employees, officers
and directors of the Registrant or its subsidiary as compensation for services
in accordance with the Eureka Financial Corp. 1999 Stock Option Plan under which
64,757 shares are issuable, and the Eureka Bank 1999 Restricted Stock Plan under
which 12,952 shares are issuable (together, the "Plans"). Documents containing
the information required by Part I of this Registration Statement will be sent
or given to participants in the Plan as specified by Rule 428(b)(1). Such
documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424, in reliance on Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The Company became subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") on April 1, 2003 and,
accordingly, files periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the Company filed
with the Commission may be inspected and copies may be obtained (at prescribed
rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The following documents filed by the Company are incorporated in this
Registration Statement by reference:
(a) The Company's Form 8-K filed with the Commission on April 1,
2003;
(b) The Company's Form 8-K/A filed with the Commission on April
25, 2003;
(c) The Company's Form 8-K filed with the Commission on May 11,
2003; and
(d) The Company's Form 10-QSB for the quarter ended March 31,
2003, as filed with the Commission.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
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Not Applicable
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Item 5. Interests of Named Experts and Counsel.
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Not Applicable
Item 6. Indemnification of Directors and Officers.
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Article XII of the Bylaws of the Company sets forth circumstances under
which directors, officers, employees and agents of the Company may be insured or
indemnified against liability which they incur in their capacities as such.
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 is or was a Director, officer or employee of the
Company or is or was serving at the request of the Company as a Director,
Officer or employee 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 or employee or in
any other capacity while serving as a Director, officer or employee, shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Regulations of the Office of Thrift Supervision, as the same exists or may
hereafter be amended 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.
The right to indemnification conferred herein shall include the right
to be paid by the Company the expenses incurred in defending any such proceeding
in advance of its final disposition, to the fullest extent authorized by the
Regulations of the Office of Thrift Supervision. The rights to indemnification
and to the advancement of expenses conferred herein shall be contract rights and
such rights shall continue as to an indemnitee who has ceased to be a Director,
officer or employee and shall inure to the benefit of the indemnitee's heirs,
executors and administrators.
Item 7. Exemption from Registration Claimed.
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Not Applicable
Item 8. Exhibits.
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For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
Item 9. Undertakings.
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(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;
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(i) To include any prospectus required by Section 10(a)(3) of
the 1933 Act;
(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, 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 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, 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 1933 Act each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) 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) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the 1933
Act 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 1933 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 expressed in the 1933 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh in the Commonwealth of Pennsylvania, on
the 23rd day of June 2003.
Eureka Financial Corp.
By: /s/Edward F. Seserko
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Edward F. Seserko
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Eureka Financial Corp.,
do hereby severally constitute and appoint Edward F. Seserko as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Edward F. Seserko may
deem necessary or advisable to enable Eureka Financial Corp., to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-8 relating to the registrant, including specifically, but
not limited to, power and authority to sign, for any of 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 ratify
and confirm all that said Edward F. Seserko shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on June 23, 2003.
/s/Edward F. Seserko /s/Robert J. Malone
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Edward F. Seserko Robert J. Malone
President and Chief Executive Officer Chairman of the Board
(Principal Executive Officer)
/s/Mark B. Devlin /s/Paul M. Matvey
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Mark B. Devlin Paul M. Matvey
Director Director
/s/William F. Ryan /s/Dennis P. McManus
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William F. Ryan Dennis P. McManus
Director Director
/s/Gary B. Pepper
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Gary B. Pepper
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)
INDEX TO EXHIBITS
Exhibit Description
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4.1 Eureka Financial Corp. 1999 Stock Option Plan
4.2 Eureka Bank 1999 Restricted Stock Plan
4.3 Form of Stock Option Agreement to be entered into with
respect to Stock Options under the Stock Option Plan
4.4 Form of Restricted Stock Award Agreement
4.5 Form of Stock Award Tax Notice
5.1 Opinion of Malizia Spidi & Fisch, PC as to the validity of the
Common Stock being registered
23.1 Consent of Malizia Spidi & Fisch, PC (appears in their opinion
filed as Exhibit 5.1)
23.2 Consent of Edwards, Sauer & Owens
24 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney contained
therein