As filed with the Securities and Exchange Commission on January 30, 2007
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Osage Bancshares, Inc.
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(Exact name of Registrant as specified in its charter)
Maryland 32-0181888
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
239 East Main Street
Pawhuska, Oklahoma 74056
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(Address of principal executive offices)
Osage Bancshares, Inc. 2004 Stock Option Plan
Osage Federal Bank 2004 Restricted Stock Plan
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(Full Title of the Plans)
Sue Allen Smith
Chief Financial Officer
239 East Main Street
Pawhuska, Oklahoma 74056
(918) 287-2919
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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
901 New York Avenue, N.W.
Suite 210 East
Washington, D.C. 20001
(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 per share 152,592 shares $7.69 $1,173,432 $125.56
Common Stock
$0.10 par value per share 63,924 shares $9.99 $638,601 $68.33
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(1) The maximum number of shares of Common Stock issuable upon awards to be
granted under the Osage Bancshares, Inc. 2004 Stock Option Plan
consists of 170,549 shares, and under the Osage Federal Bank 2004
Restricted Stock Plan (the "RSP") consists of 45,967 shares are being
registered under this Registration Statement and for which a
registration fee is being paid. Additionally, an indeterminate number
of additional shares 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 216,516 shares are being registered
hereby, of which 152,592 shares are under option at a weighted average
exercise price of $7.69 per share ($1,173,432 in the aggregate). The
remainder of such shares 63,924 shares, consisting of 17,957 unawarded
options under the 2004 Stock Option Plan and 45,967 shares awarded
under the RSP, are being registered based upon the average of the high
and low prices of the Common Stock of the Registrant as reported on the
Nasdaq Global Market on January 25, 2007, of $9.99 per share ($638,601
in the aggregate), for a total offering of $1,812,033.
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 216,516
shares of Osage Bancshares, Inc. (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 Osage Bancshares, Inc. 2004 Stock Option Plan under which
170,549 shares are issuable, and the Osage Federal Bank 2004 Restricted Stock
Plan under which 45,967 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 December 22, 2006 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 Prospectus, filed with the SEC by the Registrant (File No.
333-137377) on September 15, 2006, which includes the consolidated statements of
financial condition of Osage Federal Financial, Inc. and subsidiaries as of June
30, 2006 and 2005, and the related consolidated statements of income,
stockholders equity and cash flows for each of the years in the three-year
period ended June 30, 2006, together with related notes and report of BKD LLP
dated August 11, 2006; and
(b) The description of the Company's securities as contained in the
Company's Registration Statement on Form 8-A, as filed with the Commission on
December 22, 2006; and
(c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2006, as filed with the Commission; and
(d) Current Report on Form 8-K filed with the Commission on December
14, 2006; and
(e) Current Report on Form 8-K filed with the Commission on December
21, 2006; and
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(f) Current Report on Form 8-K filed with the Commission on January 11,
2007; and
(g) Current Report on Form 8-K filed with the Commission on January 25,
2007.
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
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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Section 2-418 of the Maryland General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities as such.
Article XVIII of the Articles of Incorporation of the Company (the
"Articles") require indemnification of directors, officers and employees to the
fullest extent permitted by Maryland law.
The Company may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee, or agent of the Company or is or
was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or not the Company
would have the power to indemnify him against such liability under the
provisions of the Articles.
The Company believes that these provisions assist the Company in, among
other things, attracting and retaining qualified persons to serve the Company
and its subsidiary. However, a result of such provisions could be to increase
the expenses of the Company and effectively reduce the ability of stockholders
to sue on behalf of the Company since certain suits could be barred or amounts
that might otherwise be obtained on behalf of the Company could be required to
be repaid by the Company to an indemnified party.
Additionally, the Company has in force a directors and officers
liability policy underwritten by Fidelity & Deposit of Maryland, a Zurich
Company with a $1.0 million aggregate limit of liability and an aggregate
deductible of $10,000 per loss both for claims directly against officers and
directors and for claims where the Company is required to indemnify directors
and officers.
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Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933 Act") may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed 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.
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;
(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.
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(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 Pawhuska in the State of Oklahoma, on the 26th day of
January 2007.
Osage Bancshares, Inc.
By: /s/Mark S. White
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Mark S. White
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Osage Bancshares, Inc.,
do hereby severally constitute and appoint Mark S. White 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 Mark S. White may deem
necessary or advisable to enable Osage Bancshares, Inc., 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 Mark S. White 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 as of the date indicated.
/s/Milton Labadie /s/Mark S. White
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Milton Labadie Mark S. White
Chairman and Director President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: January 26, 2007 Date: January 26, 2007
/s/Mark A. Formby /s/Harvey Payne
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Mark A. Formby Harvey Payne
Director Director
Date: January 26, 2007 Date: January 26, 2007
/s/Gary Strahan /s/Richard Trolinger
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Gary Strahan Richard Trolinger
Director Executive Vice President, Chief Lending Officer
and Director
Date: January 26, 2007 Date: January 26, 2007
/s/Martha Hayes /s/Sue Allen Smith
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Martha Hayes Sue Allen Smith
Senior Vice President and Director Vice President, Chief Financial Officer and
Treasurer
(Principal Financial and Accounting Officer)
Date: January 26, 2007 Date: January 26, 2007
INDEX TO EXHIBITS
Exhibit Description
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4.1 Osage Bancshares, Inc. 2004 Stock Option Plan
4.2 Osage Federal Bank 2004 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 BKD LLP
24 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney contained
therein