As filed with the Securities and Exchange Commission on June 28, 1996.
Registration No. 333-_______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
GFSB Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 04-2095007
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
221 Aztec Avenue
Gallup, New Mexico 87031
505) 722-4361
(Address of principal executive offices)
GFSB Bancorp, Inc.
1995 Stock Option Plan
---------------------------
(Full Title of the Plan)
Richard Fisch, Esq.
Malizia, Spidi, Sloane & Fisch, P.C.
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
(202) 434-4660
(Name, address and telephone number of agent for service)
---------------------------
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed
Title of Proposed Maximum Amount of
Securities to Amount to Maximum Offering Aggregate Offering Registration
be Registered be Registered Price Per Unit Price (2) Fee (2)
- ------------- ------------- -------------- ----------- --------
Common Stock
$.10 par value 94,875(1) (2) $1,168,546.24 $402.95
===============================================================================
(1) The maximum number of shares of common stock issuable upon exercise of
options granted or to be granted under the GFSB Bancorp, Inc. 1995 Stock
Option Plan consists of 94,875 shares which are being registered under this
Registration Statement and for which a registration fee is being paid.
(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. 94,875 shares are being registered hereby, of which 56,362
shares are under option at an exercise price of $13.875 per share
($641,399.56 in the aggregate). The remainder of such shares, which are not
presently subject to options (38,513 shares), are being registered based
upon the mean between the closing bid and ask price of the common stock of
GFSB Bancorp, Inc. as reported on the Nasdaq SmallCap System on June 24,
1996, of $13.6875 per share ($527,146.68 in the aggregate) for a total
offering of $1,168,546.24.
Under Rule 462 of the 1933 Act, the Registration Statement on Form S-8
shall be effective upon filing with the Commission.
** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**
PROSPECTUS
94,875 Shares
-------------
GFSB Bancorp, Inc.
COMMON STOCK
(Par Value $.10 Per Share)
-------------
GFSB Bancorp, Inc.
-------------
1995 STOCK OPTION PLAN
This Prospectus relates to 94,875 shares of common stock, par value $.10
per share (the "Common Stock"), of GFSB Bancorp, Inc. (the "Company"), a
Delaware corporation which is the parent savings and loan holding company of
Gallup Federal Savings Bank (the "Savings Bank"), which may be issued from time
to time by the Company to holders of options granted or to be granted by the
Company to selected officers, directors, key employees, and other persons of the
Company and any subsidiary of the Company pursuant to the GFSB Bancorp, Inc.
1995 Stock Option Plan (the "Plan"). Holders of options granted or to be granted
under the Plan (the "Options") are referred to herein as "Optionees." Each offer
made under the Plan pursuant to this Prospectus is made at the price and on the
terms and conditions contained in the stock option agreements entered into
between the Company and each Optionee.
This Prospectus is for use as of the date hereof and in subsequent years.
Information which is likely to change from year to year will be included in
appendices to this Prospectus.
The issued and outstanding Common Stock of the Company is traded in the
over-the-counter market, and transactions are reported on the National
Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") in
the SmallCap under the symbol "GUPB." Shares of Common Stock which may be issued
upon exercise of options granted or to be granted under the Plan, will also be
traded in over-the-counter market. On June 24, 1996 the last reported sales
price of the Common Stock on the Nasdaq System was $13.875 per share.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
The date of this Prospectus is June 28, 1996
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Common Stock
offered by this Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company or that the information contained herein is correct as of any time
subsequent to the date hereof.
TABLE OF CONTENTS
GFSB Bancorp, Inc.
1995 Stock Option Plan
Page
General Plan Information 1
Administration 2
Purpose 2
Securities to be Offered 2
Eligibility to Participate in Plan 2
Purchases of Securities Pursuant to the Plan
and Payment for Securities Offered 3
Term of the Plan 3
Stock Option Agreements 3
Option Price 3
Limitations on Grant of Options 4
Option Period 4
Non-transferability 4
Conditions of Exercise 4
Payment for Options 5
Cashless Exercise 5
Issuance of Common Stock 5
Options Granted to Directors 5
Recapitalization, Merger, Consolidation, Change in
Control and Similar Transactions 6
Amendment and Termination of the Plan 7
Restrictions on Resale 7
Federal Income Tax Consequences 8
Annual Report to Shareholders 8
Additional Information 8
Legal Opinion 9
Appendix A A-1
Administration A-1
Number of Shares Subject to Plan A-1
Participation in the Plan A-1
Outstanding Awards A-1
GFSB Bancorp, Inc.
1995 Stock Option Plan
General Plan Information
This Prospectus relates to 94,875 shares of the common stock ("Common
Stock"), par value $.10 per share, of GFSB Bancorp, Inc. (the "Company"), which
will be offered upon exercise of options granted or to be granted under the GFSB
Bancorp, Inc. 1995 Stock Option Plan (the "Plan").
The Company was formed under the laws of the State of Delaware for the
purpose of becoming a savings and loan holding company and became the parent
corporation of Gallup Federal Savings Bank (the "Savings Bank") on June 29,
1995, at which time the Company acquired all of the shares of capital stock of
the Savings Bank. The Board of Directors of the Company adopted the Plan at its
meeting on January 5, 1996. The Plan was approved by stockholders of the Company
at the Annual Meeting of Stockholders on January 5, 1996 (the "Effective Date").
The Plan is to continue in effect for a period of ten years from the Effective
Date (i.e., January 4, 2006), unless earlier terminated or extended by the
Company.
Pursuant to the Plan, 94,875 shares of Common Stock were reserved for
issuance by the Company upon exercise of Incentive Stock Options and/or
Non-Incentive Stock Options (collectively referred to herein as "Options")
awarded to officers, directors, key employees and other persons of the Company
and any parent and subsidiary corporations. Options granted under the Plan may
be Incentive Stock Options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") or options not so qualifying
("Non-Incentive Stock Option").
Subject to certain limitations, no gain or loss is recognized for federal
income tax purposes by the recipient of Options (the "Optionee") under the Plan
upon the exercise of an Incentive Stock Option, and no tax deduction is
available to the Company as a result of the exercise. Upon the exercise of a
Non-Incentive Stock Option, the Optionee generally recognizes ordinary income to
the extent that the exercise price is less than the fair market value of the
Common Stock on the date of exercise. The Company is entitled to a federal
income tax deduction equal to the amount of ordinary income recognized by the
Optionee at the time of such income recognition. See "Federal Income Tax
Consequences."
The Plan is not qualified under Section 401(a) of the Code and it is
exempt from the provisions of the Employee Retirement Income Security Act of
1974, as amended.
The statements herein concerning the terms and provisions of the Plan are
summaries and do not purport to be complete. All such statements are qualified
in their entirety by reference to the full text of the Plan document as filed as
Exhibit 4.1 to the Registration Statement of which this Prospectus is a part.
Additional updating and other information with respect to the Plan and the
Common Stock offered hereby may be provided in the future to Optionees by means
of one or more supplements or appendices to this Prospectus. Additional
information about the Plan (including a copy of the Plan), plan administration,
and the Company may be obtained at the Company's principal offices, which are
located at 221 Aztec Avenue, Gallup, New Mexico 87031. The Company's telephone
number is (505) 722-4361.
1
Administration
The Plan is administered by a committee of the Company's Board of
Directors (the "Committee"). The Plan provides that the Committee will consist
of not less than three non-employee directors of the Company. The members of the
Committee are appointed by the Board and serve at the pleasure of the Board.
Members of the Committee shall be "disinterested" within the meaning of Rule
16b-3 promulgated under Rule 16(b) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"). A majority of the entire Committee shall constitute a
quorum, and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee.
Subject to the express provisions of the Plan and resolutions adopted by
the Board, the Committee has authority to interpret the Plan, to prescribe,
amend, and rescind the rules and regulations relating to the Plan, and to
determine the form and content of Options to be issued under the Plan. In
addition, the Committee is authorized to make all other determinations deemed
necessary or advisable for the administration of the Plan and shall have and may
exercise such other power and such authority as may be delegated to it by the
Board from time to time. All decisions, determinations, and interpretations of
the Committee shall be final and conclusive to all persons affected thereby.
Additional information about the Plan and the Committee may be obtained
from the Company at the address of the Company listed under "General Plan
Information." For a list of the current members of the Committee, see
"Administration" at Appendix A.
Purpose
The purpose of the Plan is to promote the interests of the Company by
attracting and retaining the best available personnel for positions of
substantial responsibility to serve as officers, directors, and key employees of
the Company and to provide additional incentive to such officers, directors, and
key employees of the Company to promote the success of the Company's business.
Securities to be Offered
The aggregate number of shares of Common Stock which may be issued
pursuant to Options granted or to be granted under the Plan is 94,875 shares,
subject to certain adjustments for changes in the capital structure of the
Company, as described below. See "Recapitalization, Merger, Consolidation,
Change in Control and Similar Transactions." Any shares subject to an Option
under the Plan which expire or are terminated unexercised will again be
available for issuance under the Plan.
Eligibility to Participate in Plan
Options to purchase Common Stock under the Plan may be awarded to
officers, directors, key employees, and other persons of the Company, the
Savings Bank, and any present or future parent or subsidiary corporations.
Incentive Stock Options may only be granted to employees of the Company, the
Savings Bank, and any of their parent or subsidiary corporations. In selecting
participants under the Plan (the "Participants") and in determining the number
of Options to be granted to each Participant, the Committee may consider the
nature of the services rendered by each Participant, each Participant's current
and potential contribution to the Company, and such other factors as the
Committee, in its sole discretion, shall deem relevant. In no event shall shares
subject to Options granted to non-employee
2
directors in the aggregate under the Plan exceed 30% of the total number of
shares authorized for delivery under the Plan. See "Purchases of Securities
Pursuant to the Plan and Payment for Securities Offered - Options Granted to
Directors."
For a description of the number of persons currently eligible to
participate in the Plan and the number of persons actually participating in the
Plan, see "Participation in the Plan" at Appendix A.
Purchases of Securities Pursuant to the Plan and Payment for Securities Offered
Term of the Plan. The Plan was effective January 5, 1996, and unless
previously terminated, the Plan shall continue in effect for a term of ten
years, after which no further awards may be granted. The future expiration of
the Plan, or its termination by the Board, will not affect any Option previously
granted. Notwithstanding the forgoing, the granting of Incentive Stock Options,
in order to qualify as such under the Code, shall not be made beyond ten years
after the date of adoption of the Plan by the Company.
Stock Option Agreements. The Options granted under the Plan are evidenced
by stock option agreements (the "Option Agreements") substantially in the form
of the Option Agreements filed as exhibits to the Registration Statement of
which this Prospectus is a part. Each Option Agreement, and any amendment
thereto, will contain terms and conditions consistent with the requirements of
the Plan as the Committee shall determine. The Option Agreements shall
constitute the only form of reports which Participants shall receive related to
the status of Options granted or which are exercisable under the Plan.
The Plan provides that the Board of Directors of the Company may authorize
the Committee to direct the execution of an instrument providing for the
modification of any outstanding Option, provided that no such modification,
extension or renewal shall confer on the Optionee any right or benefit which
could not be conferred by the grant of a new Option at such time, and shall not
materially decrease the Optionee's benefits under the Option without the
Optionee's consent, except as provided under Section 18 of the Plan, which
permits modification of the Plan. See "Amendment and Termination of the Plan."
Option Price. The exercise price for the purchase of shares subject to an
Incentive Stock Option at the date of grant may not be less than 100 percent
(100%) of the fair market value of the shares covered by the Incentive Stock
Option on that date. If an Optionee owns Common Stock representing more than ten
percent of the outstanding Common Stock at the time an Incentive Stock Option is
granted, then the Option Price shall not be less than 110 percent (110%) of the
fair market value of the Common Stock at the time the Incentive Stock Option is
granted. No more than $100,000 of Incentive Stock Options can become exercisable
for the first time in any one year for any one person. Pursuant to the Plan, the
exercise price per share for Non-Incentive Stock Options shall be the price as
determined by the Committee, but in no event less than the market price of the
Common Stock on the date of grant. See "Options Granted to Directors" below. The
exercise price of Options must be paid for in full in cash or shares of Common
Stock, or a combination of both.
If the Common Stock is listed on a national securities exchange at the
time of granting an Incentive Stock Option or a Non-Incentive Stock Option
awarded pursuant to the Plan, then the exercise price per share shall be not
less than the average of the highest and lowest selling price on such exchange
on the date such Option is granted; or if there were no sales on said date, then
the price shall be not less than the mean between the bid and asked price on
such date. If the Common Stock is traded otherwise
3
than on a national securities exchange at the time of the granting of an Option,
then the exercise price per share shall be not less than the mean between the
bid and asked price on the date the Option is granted or, if there is no bid and
asked price on said date, then on the next prior business day on which there was
a bid and asked price. If no such bid and asked price is available, then the
exercise price per share shall be determined by the Committee in good faith.
Limitations on Grant of Options. Except as may be specifically provided by
the terms of the Plan, the granting of Options is made at the sole discretion of
the Committee. Further, the aggregate Fair Market Value of the Common Stock for
which an employee may be granted Options which become first exercisable in any
calendar year may not exceed $100,000. Notwithstanding the foregoing limitation,
the Committee may grant Options in excess of this limitation, provided said
Options are clearly and specifically designated as not being Incentive Stock
Options, as defined in Section 422 of the Code.
Option Period. The term of exercisability of an Option granted under the
Plan shall be established by the Committee, but may not be for more than ten
years from the date of grant of the Option, except in the case of an Optionee
who owns stock representing more than 10% of the Common Stock outstanding at the
time an Incentive Stock Option is granted, the term of the Incentive Stock
Option shall not exceed five years from the date of the grant. In general,
Options will not be exercisable after the expiration of their term as set forth
in the Plan and/or the Option Agreement.
In the event that an Optionee ceases to serve as an employee of the
Company for any reason other than permanent and total disability or death, an
exercisable Incentive Stock Option will generally continue to be exercisable for
three months but in no event after the expiration date of the Option. In the
event of the permanent and total disability or death of an Optionee during such
service, an exercisable Incentive Stock Option will continue to be exercisable
for one year in the case of disability and two years in the case of death, to
the extent exercisable by the Optionee immediately prior to his or her permanent
and total disability or death, but in no event after the expiration date of such
Options. The terms and conditions of Non-Incentive Stock Options relating to the
impact of an Optionee's termination of employment, permanent and total
disability or death shall be such terms as the Committee, in its sole
discretion, shall determine at the time of the grant of such Options in the
Option Agreement or upon termination, permanent and total disability, or death.
Under the Plan, the Committee's determination regarding whether an
Optionee's employment has ceased, and the effective date thereof shall be final
and conclusive on all persons affected thereby. A total of six months must
elapse between the date of grant of an Option and the date of the sale of Common
Stock received through the exercise of such Option.
Non-transferability. No Option granted under the Plan is transferable other
than by will or the laws of descent and distribution.
Conditions of Exercise. Options may be exercised only during the periods
specified in the Plan or the Option Agreement, certain information as to which
is provided above (see "Option Period"). Except as described above and as may be
limited by an Option Agreement, there is no limitation upon the number of
Options that may be exercised in any one year, and Options not exercised in any
one year may be exercised in subsequent years over the term of the Option. The
Committee may impose additional conditions upon the rights of an Optionee to
exercise any Option which are not inconsistent with the terms of the Plan, and
in the case of Incentive Stock Options, not inconsistent with the requirements
for qualification under Section 422 of the Code. Incentive Stock Options will be
first
4
exercisable at the rate of 20% following one year after the date of grant and
20% annually thereafter, provided such individual remains an employee; however,
the exercisability of such Options shall be accelerated in the event of the
death or permanent and total disability of the Optionee, or a change in control
in accordance with the Plan. Such Options will remain exercisable for up to ten
years from the date of grant.
Payment for Options. Under the Plan, full payment for each share of Common
Stock purchased upon the exercise of any Option shall be made at the time of
exercise of such Option and shall be paid in cash (in United States dollars),
Common Stock, or a combination of cash and Common Stock. Common Stock utilized
in full or partial payment of the exercise price shall be valued at its fair
market value at the date of exercise. The Company shall accept full or partial
payment in Common Stock only to the extent permitted by applicable law. No
shares of Common Stock shall be issued until full payment has been received by
the Company, and no Optionee shall have any of the rights of a shareholder of
the Company until the shares of Common Stock are issued to him or her.
Cashless Exercise. An Optionee who has held an Option for at least six
months may engage in the "cashless exercise" of the Option. In a cashless
exercise, an Optionee gives the Company written notice of the exercise of the
Option together with an order to a registered broker-dealer or equivalent third
party, to sell part or all of the Optioned Stock and to deliver enough of the
proceeds to the Company to pay the Option price and any applicable withholding
taxes. If the Optionee does not sell the Optioned Stock through a registered
broker-dealer or equivalent third party, he can give the Company written notice
of the exercise of the Option and the third party purchaser of the Optioned
Stock shall pay the Option price plus any applicable withholding taxes to the
Company.
Issuance of Common Stock. Shares issued to Optionees upon exercise of
Options shall be either newly issued shares of the Company or treasury shares
purchased in the market, at the Company's discretion. In either case, the
Optionee shall not pay any fees, commissions, or other charges for such Common
Stock other than the exercise price as stated in the Option Agreement. Cash
proceeds from the sale of Common Stock issued pursuant to the exercise of
Options will be added to the general funds of the Company to be used for general
corporate purposes. Shares of Common Stock shall not be issued with respect to
any Option granted under the Plan unless the issuance and delivery of such
Common Stock shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended (the "1933 Act"), the
rules and regulations promulgated thereunder, any applicable state securities
law, and the requirements of any stock exchange upon which the Common Stock may
then be listed.
Inability of the Company to obtain approval from any regulatory body or
authority deemed by the Company or counsel thereto to be necessary for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock. As
a condition to the exercise of an Option, the Company may require the person
exercising the Option to make such representations and warranties as may be
necessary to assure the availability of an exemption from any additional
registration requirements of federal or state securities laws.
Options Granted to Directors. Non-Incentive Stock Options to purchase
4,066 shares of Common Stock will be granted to each non-employee director of
the Company as of the Effective Date, at an exercise price equal to the fair
market value of the Common Stock on such date of grant. The Options will be
exercisable at the rate of 20% following one year after the date of grant and
20%
5
annually thereafter, during periods of continued service as a director or
director emeritus. Thereafter, such Options shall remain exercisable for ten
years from the date of grant. The exercisability of such Options shall be
accelerated only in the event of death or the permanent and total disability of
the Optionee, or a change in control in accordance with the Plan. In the event
of such directors' death, such Options may be exercised by the personal
representative of his estate or person(s) to whom his rights under such Options
shall have passed by will or by laws of descent and distribution. Unless
otherwise inapplicable, or inconsistent with the provisions of this paragraph,
the Options to be granted to directors hereunder shall be subject to all other
provisions of the Plan.
Recapitalization, Merger, Consolidation, Change in Control, and Similar
Transactions
Subject to any required action by the shareholders of the Company, within
the sole discretion of the Committee, the aggregate number of shares of Common
Stock for which Options may be granted under the Plan, the number of shares of
Common Stock covered by each outstanding Option and the exercise price per share
of Common Stock of each Option shall be proportionately adjusted for any
increase or decrease in the number of issued and outstanding shares of Common
Stock resulting from a subdivision or consolidation of shares or the payment of
a stock dividend on the Common Stock or any other increase or decrease in the
number of such shares of Common Stock effected without a receipt of
consideration by the Company (other than by shares held by dissenting
stockholders).
In the event of any change in control, recapitalization, merger,
consolidation, exchange of shares, spin-off, reorganization, tender offer,
liquidation, or other extraordinary corporate action, the Committee, in its sole
discretion, shall have the power, prior to or subsequent to such action or
events, to (i) appropriately adjust the number of shares of Common Stock subject
to each Option, the exercise price per share of Common Stock, and the
consideration to be given or received by the Company upon the exercise of any
outstanding Options; (ii) cancel any or all previously granted Options,
providing that appropriate consideration is paid to the Optionee in connection
therewith; and/or (iii) make such other adjustments in connection with the Plan
as the Committee, in its sole discretion, deems necessary, desirable,
appropriate, or advisable. However, no action may be taken by the Committee
which would cause Incentive Stock Options granted pursuant to the Plan to fail
to meet the requirements of Section 422 of the Code.
The Committee has at all times the power to accelerate the exercise date
of all Options granted under the Plan; provided, however, the exercisability of
such Options may be accelerated only in the event of death, permanent and total
disability, or change in control in accordance with the Plan. In the case of any
change in control of the Company as determined by the Committee, all outstanding
options shall become immediately exercisable. A change in control is defined in
the Plan as: (i) the execution of an agreement for the sale of all, or a
material portion, of the assets of the Company; (ii) the execution of an
agreement for merger or recapitalization whereby the Company is not the
surviving entity; (iii) a change of control of the Company as otherwise defined
by the Office of Thrift Supervision ("OTS") or its regulations; and (iv) the
acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of Section 13(d) of the 1934 Act and rules and regulations promulgated
thereunder) of 25% or more of the outstanding voting securities of the Company
by any person, trust, entity or group. This limitation shall not apply to a
transaction in which the purchase of shares by underwriters in connection with a
public offering of Common Stock, or the purchase of shares of up to 25% of any
class of securities of the Company by a tax-qualified employee stock benefit
plan. The determination of the Committee as to whether a change in control has
occurred shall be conclusive and binding.
6
Amendment and Termination of the Plan
The Board of Directors may alter, suspend, or discontinue the Plan, except
that no action of the Board may increase the maximum number of shares permitted
to be optioned under the Plan, materially increase the benefits accruing to
Participants under the Plan or materially modify the requirements for
eligibility for participation in the Plan unless such action of the Board shall
be subject to approval or ratification by the shareholders of the Company.
Unless otherwise terminated by the Board of Directors, the Plan shall continue
in effect for a term of ten years from the Effective Date, after which no future
awards of Options may be granted.
Restrictions on Resale
Unless specifically included as a term and condition of any Option, there
are no restrictions on the resale of Common Stock acquired upon the exercise of
Options. The Plan permits the Committee to provide as a condition to the
exercise of an Option that the shares acquired upon the exercise of such Options
may be subject to a "Right of Repurchase" by the Company. At this time, the
Company has no intention to grant Options subject to such "Right of Repurchase."
Such shares of Common Stock, however, may be resold only in compliance with the
registration requirements of the 1933 Act, and applicable state securities laws.
Under the 1933 Act, affiliates of the Company generally may resell shares
of Common Stock purchased pursuant to the Plan only (i) in accordance with the
provisions of Rule 144 under the 1933 Act, or (ii) pursuant to an applicable
current and effective registration statement under the 1933 Act.
As defined in Rule 405 under the 1933 Act, an affiliate of the Company is
a person who directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with the Company. The
determination of whether a person is an affiliate of the Company is primarily a
factual one based upon whether he possesses, directly or indirectly,
individually or in concert with others, the power to direct or cause the
direction of the management or policies of the Company, whether through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or otherwise. Therefore, each Optionee should consult his counsel
concerning whether he is an affiliate of the Company and the attendant
restrictions on the resale under the 1933 Act of Common Stock acquired pursuant
to the Plan.
In addition, the receipt of an Option to purchase Common Stock by an
officer or director of the Company, or the beneficial owner of 10% or more of
the outstanding Common Stock, is a reportable transaction under Section 16 of
the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the Securities
and Exchange Commission in connection with such transaction. The sale by an
officer, director, or 10% holder of Common Stock issued upon an exercise of an
Option within six months after the receipt of such Option may create liability
of such persons to the Company under the "short-swing profit" provisions of
Section 16(b) of the 1934 Act.
Federal Income Tax Consequences
Under present federal tax laws, awards under the Plan will have the
following consequences:
1. The grant of an Option will not by itself result in the
recognition of taxable income to the Optionee nor entitle the
Company to a deduction at the time of such grant.
7
2. The exercise of an Option which is an "Incentive Stock Option"
within the meaning of Section 422 of the Code generally will not,
by itself, result in the recognition of taxable income to the
Optionee nor entitle the Company to a deduction at the time of
such exercise. However, the difference between the exercise price
and the fair market value of the Option shares on the date of
exercise is an item of tax preference which may, in certain
situations, trigger the alternative minimum tax for the Optionee.
The Optionee will recognize capital gain or loss upon resale of
the shares received upon such exercise, provided that such shares
are held for at least one year after the Option exercise or two
years after the grant of the Option, whichever is later.
Generally, if the shares are not held for that period, the
Optionee will recognize ordinary income upon disposition in an
amount equal to the difference between the exercise price and the
fair market value on the date of exercise, or, if less, the sales
proceeds of the shares acquired pursuant to the exercise of such
Option.
3. The exercise of a Non-Incentive Stock Option will result in the
recognition of ordinary income by the Optionee on the date of
exercise in an amount equal to the difference between the
exercise price and the fair market value, on the date of
exercise, of the shares acquired pursuant to the exercise of such
Option.
4. The Company will be allowed a tax deduction for federal tax
purposes equal to the amount of ordinary income recognized by an
Optionee at the time the Optionee recognizes such ordinary income
under either an Incentive Stock Option or a Non- Incentive Stock
Option .
The foregoing provides a general summary of the federal income tax
consequences applicable to Optionees under the Plan. Each Optionee is urged to
consult his or her own tax advisor for information regarding applicable federal
and state tax consequences.
Annual Report to Shareholders
The Company's financial statements for the period ended June 30, 1995, as
contained in the Company's Form 10-KSB are incorporated by reference in the
Registration Statement to which this Prospectus is a part. In the future, the
Company's latest Annual Report to Stockholders, including financial statements,
will be mailed to all stockholders of record as of the close of business on such
record date. Any person wishing to receive a copy of the Annual Report to
Stockholders may obtain a copy by writing the Company at the address set forth
below under "Additional Information."
Additional Information
Additional updating information with respect to the Common Stock and the
Plan covered herein may be provided in the future to Participants under the Plan
by means of appendices to this Prospectus. The nature and frequency of any
reports to be made to Participants as to their participation in the Plan will be
determined by the Committee.
The Company upon written or oral request, will provide without charge to
any person to whom this Prospectus is delivered: a copy of the Plan, a copy of
its latest Annual Report to Stockholders (when available) and a copy of any and
all of the documents that have been incorporated by reference in Item 3 of Part
II of the Registration Statement of which this Prospectus is a part, and that
such documents are
8
deemed incorporated by reference in this 1933 Act Section 10(a) Prospectus.
Further, other documents required to be delivered to Participants as specified
in Item 9 of Part II of the Registration Statement are available upon request.
Any such request can be oral or in writing and should be addressed to the
Corporate Secretary, 221 Aztec Avenue, Gallup, New Mexico 87031. The
Registrant's telephone number is (505) 722-4361.
Legal Opinion
The validity of the Common Stock offered hereby has been passed on for the
Company by Malizia, Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite 700
East, Washington, D.C. 20005.
9
APPENDIX A
ADDITIONAL INFORMATION CONCERNING
THE
GFSB BANCORP, INC.
1995 STOCK OPTION PLAN
(As of June 28, 1996)
Administration
The Board has appointed a committee of non-employee directors as members
of the Committee responsible for administration of the GFSB Bancorp, Inc. 1995
Stock Option Plan (the "Plan"). Grants of Options may be made under the Plan by
the Committee. Non-discretionary awards under the terms of the Plan have been
made to members of the Board.
Number of Shares Subject to Plan
On January 5, 1996, Options covering 56,362 shares of Common Stock were
outstanding, which were granted at an exercise price of $13.875 per share. As of
the date of this Appendix A, 38,513 shares of Common Stock remain issuable under
the Plan, which provides for the issuance of Options for a total of 94,875
shares of Common Stock.
Participation in the Plan
As of January 5, 1996, the Company and its subsidiaries had 10 employees
who, in the opinion of the Company's management, are eligible to participate in
the Plan. Of such persons, as of January 5, 1996, five executive officers had
Incentive Stock Options to purchase 19,000 shares of Common Stock. As of the
same date, six non-executive officers and employees had Incentive Stock Options
to purchase 6,000 shares of Common Stock. Additionally, Non-Incentive Stock
Options to purchase 28,462 shares of Common Stock, in the aggregate were held by
seven (7) non-employee members of the Board of GFSB Bancorp, Inc.
Outstanding Awards
The following table presents information with respect to the outstanding
Options under the Plan as of the date of this Appendix A.
Number of Shares Presently Number of Persons Exercise Price
Grant Date Subject to Options Holding Awards Per Share
- ----------------------- -------------------------- ----------------- --------------
January 5, 1996 56,362 20 $13.875
Total Awards Outstanding 56,362 20 $13.875
A-1
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and, accordingly, files
periodic reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements, and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.
The following documents filed with the Commission are incorporated
by reference in this Registration Statement and the Prospectus constituting Part
I of this Registration Statement:
(1) The Company's Registration Statement on Form S-1 (No. 33-90400) filed
with the Commission on March 15, 1995 and amendments thereto;
(2) The Company's Annual Reports on Form 10-KSB filed with the Commission
for the fiscal year ended June 30, 1995, as filed with the Commission;
(3) The Company's Definitive Proxy Statement related to the January 5, 1996
Special Meeting of Stockholders as filed with the Commission on October 30,
1995;
(4) The Company's Registration Statement on Form 8-A as filed with the
Commission on April 12, 1995;
(5) The Company's Quarterly Reports on Form 10-QSB for the periods ending
September 30, 1995, December 31, 1995, and March 31, 1996, as filed with the
Commission; and
(6) Information as to the Options which will be included in the future
either in the Company's proxy statements, annual reports, or appendices to this
Prospectus.
All documents filed by the Company pursuant to Sections 13, 14, or 15(d)
of the 1934 Act after the date hereof and prior to the termination of the
offering of the shares of Common Stock shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
II-1
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware 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.
The Certificate of Incorporation of the Company requires indemnification
of directors, officers and employees to the fullest extent permitted by Delaware
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 Certificate of Incorporation.
The Company believes that these provisions assist it 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.
The Company has in force a Directors and Officers Liability Policy
underwritten by The Fidelity & Deposit Co. of Maryland with a $5.0 million
aggregate limit of liability and an aggregate deductible of $25,000 per loss
both for claims directly against officers and directors and for claims where the
Company is required to indemnify directors and officers.
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.
Not applicable.
Item 8. Exhibits
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
(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;
II-2
(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;
(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 or F-3, 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 Securities Exchange Act of 1934 that are incorporated by reference
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.
(b) The undersigned registrant hereby undertakes 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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 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.
(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 Securities Exchange Act of
1934; 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
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 Securities Act of 1933 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,
II-3
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 Securities Act of 1933 Act and will be governed by the final
adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, GFSB Bancorp,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing a Registration Statement 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 Gallup in the State of
New Mexico, on the 28th day of June 1996.
GFSB BANCORP, INC.
By: /s/ Jerry R. Spurlin
Jerry R. Spurlin
President and
Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of GFSB Bancorp, Inc., do
hereby severally constitute and appoint Jerry R. Spurlin 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 Jerry R. Spurlin may deem
necessary or advisable to enable GFSB Bancorp, 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 offering of the Company's Common Stock,
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 Jerry R. Spurlin 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 and on the date indicated.
By: /s/ Jerry R. Spurlin By: /s/ Richard C. Kauzlaric
Jerry R. Spurlin Richard C. Kauzlaric
President, Chief Executive Officer, Chairman of the Board
(Principal Executive, Financial and
Accounting Officer)
Date: June 28, 1996 Date: June 28, 1996
By: /s/ James Nechero, Jr. By: /s/ George S. Perce
James Nechero, Jr. George S. Perce
Vice Chairman of the Board Director
Date: June 28, 1996 Date: June 28, 1996
By: /s/ Vernon I. Hamilton By: /s/ Michael T. Mataya
Vernon I. Hamilton Michael T. Mataya
Director Director
Date: June 28, 1996 Date: June 28, 1996
By: /s/ Charles L. Parker, Jr. By: /s/ Wallace L. Phillips
Charles L. Parker, Jr. Dr. Wallace L. Phillips
Director Director
Date: June 28, 1996 Date: June 28, 1996
INDEX TO EXHIBITS
Exhibit Description
4.1 GFSB Bancorp, Inc.
1995 Stock Option Plan
4.2 Form of Stock Option Agreement to be entered into with
Officers with respect to Incentive Stock Options
4.3 Form of Stock Option Agreement to be entered into with
Directors with respect to Non-Incentive Stock Options
5.1 Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the
validity of the Common Stock being registered
23.1 Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears
in their opinion filed as Exhibit 5.1)
23.2 Consent of Independent Accountants
24 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney
contained therein