As filed with the Securities and Exchange Commission on December 28, 2006
Registration No. 333-136417
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE
AMENDMENT NO. 2
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMMUNITY FIRST BANCORP, INC.
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(Name of Small Business Issuer in its charter)
MARYLAND 6035 36-4526348
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(State or jurisdiction (Primary standard industrial (I.R.S. employer
of incorporation or organization) classification code number) identification number)
2420 NORTH MAIN STREET
MADISONVILLE, KENTUCKY 42431
(270) 326-3500
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(Address and telephone number of principal executive offices
and principal place of business)
WILLIAM M. TANDY, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
COMMUNITY FIRST BANCORP, INC.
2420 NORTH MAIN STREET
MADISONVILLE, KENTUCKY 42431
(270) 326-3500
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(Name, address and telephone number of agent for service)
Copies to:
JAMES C. STEWART, ESQUIRE
MALIZIA SPIDI & FISCH, PC
901 NEW YORK AVENUE, N.W., SUITE 210 EAST
WASHINGTON, D.C. 20001
(202) 434-4671
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this registration statement becomes effective.
If this Form is filed to register additional securities 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. [ ] ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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
STATEMENT 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.
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PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of Community First Bancorp, Inc. provide that
the Company will indemnify to the fullest extent permissible under the Maryland
General Corporation Law ("MGCL") any individual who is or was a director,
officer, employee or agent in any proceeding in which the individual is made a
party as a result of his service in such capacity. The MGCL provides that a
Maryland corporation may indemnify any director or officer made a party to any
civil, criminal, administrative or investigative proceeding by reason of serving
in such capacity unless it is established that (a) the act or omission of such
person was material to the matter giving rise to the proceeding and either was
committed in bad faith or was the result of active and deliberate dishonesty,
(b) the person actually received an improper personal benefit in money, property
or services, or (c) in the case of a criminal proceeding, the person had
reasonable cause to believe the act or omission was unlawful. Indemnification
may be against judgments, penalties, fines, settlements, and reasonable expenses
(including attorneys' fees) actually incurred in connection with the proceeding.
If the proceeding was by or in the right of the corporation, however,
indemnification may not be made if the person is adjudged to be liable to the
corporation. The corporation must indemnify directors and officers for expenses
incurred in contesting any such proceeding if such persons are successful on the
merits, unless the corporation's articles of incorporation limit such
indemnification (the Company's Articles do not). Determination that the
indemnification is proper and the amount to be paid in indemnification is to be
made by a majority vote of a quorum of disinterested directors (or a committee
of disinterested directors), by special legal counsel chosen by disinterested
directors (or a committee of disinterested directors) or by a majority vote of
disinterested stockholders. A corporation may purchase and maintain insurance on
behalf of any director or officer against any liability asserted against and
incurred by such person in any such capacity or arising out of such person's
position whether or not the corporation would have the power to indemnify
against such liability under Maryland law. A corporation must report any
indemnification or advance of expenses to a director or officer arising out of a
proceeding by or in the right of the corporation to the stockholders of the
corporation. In addition, the Company maintains directors and officers liability
on behalf of directors and officers.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Legal Fees $ 80,000*
Accounting Fees and Expenses 25,000*
Printing and EDGAR 20,000*
Blue Sky Filing Fees 15,000*
Transfer Agent 3,500*
Registration Fees 2,000*
Other Expenses 4,500*
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Total $150,000
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* Estimated.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
Between March 31, and April 14, 2006, the Registrant sold a total of 49,327
shares of common stock, $.01 par value, in a private placement to accredited
investors under Rule 506. The total offering price was $394,608 including shares
which were issued to a director in exchange for the cancellation of $9,874 in
indebtedness. The Registrant did not use an underwriter or placement agent.
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ITEM 27. EXHIBITS
The exhibits filed as a part of this registration statement are as
follows:
EXHIBIT NO. DESCRIPTION
- ----------- -----------
3.1 Articles of Incorporation *
3.2 Bylaws *
4 Form of Common Stock Certificate *
5.1 Opinion as to Legality
10.1 Employment Agreement between Community First Bank and William M. Tandy **
10.2 2004 Stock Option Plan ***
10.3 Community First Bank 2005 Restricted Stock Plan ****
10.4 Loan Agreement, dated May 17, 2006
10.5 Note Modification Agreement, dated November 15, 2006
16.1 Letter on Change in Certifying Accountant *****
21 Subsidiaries of the Registrant ******
23.1 Consent of Malizia Spidi & Fisch, PC (contained in their opinion filed as Exhibit 5.1)
23.2 Consent of King + Company, PSC +
23.3 Consent of BKD, LLP +
24.1 Power of Attorney (Reference is made to the signature page of the Form SB-2 as originally filed) +
99.1 Subscription Agreement +
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+ Previously filed.
* Incorporated by reference from the Registrant's Registration Statement on
Form SB-2 (File No. 333-104226) originally filed with the Securities and
Exchange Commission on April 1, 2003.
** Incorporated by reference from Registrant's Pre-Effective Amendment No. 1
to Registration Statement on Form SB-2 (File No. 333-104226) filed with
the Securities and Exchange Commission on May 5, 2003.
*** Incorporated by reference from Registrant's Registration Statement on
Form S-8 (File No. 333-116450) filed with the Securities and Exchange
Commission on June 14, 2004.
**** Incorporated by reference from Registrant's Registration Statement on
Form S-8 (File No. 333-125769) filed with the Securities and Exchange
Commission on June 13, 2005
***** Incorporated by reference from Registrant's Current Report on Form 8-K/A
filed December 9, 2005.
****** Incorporated by reference from Registrant's Annual Report on Form 10-KSB
for the year ended December 31, 2005 filed March 31, 2006.
ITEM 28. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
questions whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
If the undersigned small business issuer relies on Rule 430A under the
Securities Act, the small business issuer will:
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(1) For determining any liability under the Securities Act, treat 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 small business issuer under Rule 424(b)(1), or (4), or
497(h) under the Securities Act as part of this registration statement as of the
time the Commission declared it effective.
(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.
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SIGNATURES
In accordance with 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 SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Madisonville, Commonwealth of Kentucky, on December 28, 2006.
COMMUNITY FIRST BANCORP, INC.
By: /s/ William M. Tandy
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William M. Tandy
President and Chief Executive Officer
(Duly Authorized Representative)
In accordance with the requirements of the Securities Act of 1933, this
amended registration statement has been signed by the following persons in the
capacities and on the dates stated.
Signatures Title Date
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/s/ William M. Tandy President, Chief Executive Officer and Director December 28, 2006
- --------------------------- (Principal Executive Officer)
William M. Tandy
/s/ Michael D. Wortham * Vice President and Director December 28, 2006
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Michael D. Wortham
Director December __, 2006
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Paul W. Arison
/s/ Charlotte E. Baldwin * Director December 28, 2006
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Charlotte E. Baldwin
/s/ Steven E. Carson * Director December 28, 2006
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Steven E. Carson
Director December __, 2006
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Charles G. Ramsey
/s/ J. Craig Riddle * Director December 28, 2006
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J. Craig Riddle
/s/ Ralph T. Teague * Director December 28, 2006
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Ralph T. Teague
/s/ Charles B. Vaughn * Director December 28, 2006
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Charles B. Vaughn
/s/ Amy D. Lyons * Vice President December 28, 2006
- ---------------------------- (Principal Accounting Officer)
Amy D. Lyons
*By: /s/ William M. Tandy
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William M. Tandy
Attorney-in-fact
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