As filed with the Securities and Exchange Commission on November 10, 1997
Registration No. 333-
--------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
Little Falls Bancorp, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-3402073
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
86 Main Street
Little Falls, New Jersey 07424
(201) 256-6100
---------------------------------------------------------
(Address of principal executive offices)
Little Falls Bancorp, Inc.
1996 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 Fee (2)
Common Stock
$.10 par value 304,175 shares (1) (2) $ (2) $1,162
================================================================================================================================
(1) The maximum number of shares of common stock issuable upon exercise of
options granted or to be granted under the Little Falls Bancorp, Inc.
1996 Stock Option Plan consists of 304,175 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 are being registered hereunder for which no additional fee
is required.
(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. 304,175 shares are being registered hereby, of which
225,078 shares are under option at an exercise price of $10.625 per
share ($2,391,454 in the aggregate). The remainder of such shares,
which are not presently subject to options (79,097 shares), are being
registered based upon the average of the closing bid and ask price of
the common stock of Little Falls Bancorp, Inc. as reported on the
Nasdaq National Market on November 3, 1997, of $18.25 per share
($1,443,520 in the aggregate) for a total offering of $3,834,974.
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
304,175 Shares
---------------
LITTLE FALLS BANCORP, INC.
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
---------------
LITTLE FALLS BANCORP, INC.
1996 STOCK OPTION PLAN
---------------
This Prospectus relates to 304,175 shares of common stock, par value
$.10 per share (the "Common Stock"), of Little Falls Bancorp, Inc. (the
"Company"), a New Jersey corporation which is the parent savings and loan
holding company of Little Falls 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 Little Falls
Bancorp, Inc. 1996 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 NASDAQ National
Market under the symbol "LFBI." 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 November 3, 1997, the last reported bid and ask
price of the Common Stock on the NASDAQ National Market was $18.00 and $18.50,
respectively, 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 November 10, 1997
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
Little Falls Bancorp, Inc.
1996 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 7
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
Little Falls Bancorp, Inc.
1996 Stock Option Plan
General Plan Information
- ------------------------
This Prospectus relates to 304,175 shares of the common stock ("Common
Stock"), par value $.10 per share, of Little Falls Bancorp, Inc. (the
"Company"), which will be offered upon exercise of options granted or to be
granted under the Little Falls Bancorp, Inc. 1996 Stock Option Plan (the
"Plan").
The Company was formed under the laws of the State of New Jersey for
the purpose of becoming a savings and loan holding company and became the parent
corporation of Little Falls Bank (the "Savings Bank") on January 5, 1996, 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 July 9, 1996. The Plan was approved by the stockholders of the
Company at a Special Meeting of Stockholders on July 9, 1996 (the "Effective
Date"). The Plan is to continue in effect for a period of ten years from the
Effective Date (i.e., July 9, 2006), unless earlier terminated or extended by
the Company.
Pursuant to the Plan, 304,175 shares of Common Stock were reserved for
issuance by the Company upon exercise of stock options ("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 ("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 86 Main Street, Little Falls, New Jersey 07424. The Company's
telephone number is (201) 256-6100.
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 two 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 "Non-employee Directors" 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 304,175 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 July 9, 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 foregoing, 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 Fair Market Value 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 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 ask price on such date. If the Common Stock is traded otherwise than on
a national securities exchange at the time of the
3
granting of an Option, then the exercise price per share shall be not less than
the mean between the bid and ask price on the date the Option is granted or, if
there is no bid and ask price on said date, then on the next prior business day
on which there was a bid and ask price. If no such bid and ask 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 or service, 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 or service has ceased, and the effective date thereof
shall be final and conclusive on all persons affected thereby.
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 exercisable at the rate of 20% following one year after the date of grant
and 20% annually thereafter, provided such individual remains an employee,
director or director emeritus; however, the exercisability
4
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 exercise 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 exercise 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, treasury shares or
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 with respect to 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
15,208 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
first exercisable at the rate of 20% following one year after the date of grant
and 20% 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
5
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 sale of all, or a material
portion, of the assets of the Company; (ii) the merger or recapitalization of
the Company 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 December 31,
1996, as contained in the Company's Form 10-K 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, 86 Main Street, Little Falls, New Jersey 07424. The
Registrant's telephone number is (201) 256-6100.
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
LITTLE FALLS BANCORP, INC.
1996 STOCK OPTION PLAN
Administration
- --------------
The Board has appointed the non-employee directors as members of the
Committee responsible for administration of the Little Falls Bancorp, Inc. 1996
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
- --------------------------------
As of October 31, 1997, 304,175 shares of Common Stock remain issuable
under the Plan.
Participation in the Plan
- -------------------------
As of December 31, 1996, the Company and its subsidiaries had 25
employees or directors who are eligible to participate in the Plan. Of such
persons, as of October 31, 1997, 3 executive officers, 15 non-executive officer
employees and 7 non-employee members of the Board of the Company held Options to
purchase Common Stock under the Plan.
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
- ------------------------------------- -------------------------- ----------------- --------------
July 9, 1996 225,078 25 $10.625
Total Awards Outstanding 304,175 -- --
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. 33-97316)
filed with the Commission on September 25, 1995 and amendments thereto;
(2) The Company's Annual Report on Form 10-K filed with the Commission
for the fiscal year ended December 31, 1996, as filed with the Commission;
(3) The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997, as filed with the Commission;
(4) The Company's Definitive Proxy Statement related to the Annual
Meeting of Stockholders as filed with the Commission on March 24, 1997; and
(5) Information as to the 1996 Stock Option Plan 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.
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
Section 14A:3-5 of the New Jersey Business Corporation Act
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.
II-1
The Certificate of Incorporation of Little Falls Bancorp, Inc.
requires indemnification of directors, officers and employees to the fullest
extent permitted by New Jersey law.
The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee, or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, sole proprietorship, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under the provisions of
the Certificate of Incorporation.
The Company has in force a Directors and Officers Liability Policy
underwritten by Lexington Insurance Company with a $5 million aggregate limit of
liability and an aggregate deductible of $75,000 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;
(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;
II-2
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, 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-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Little
Falls 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 Little Falls, New Jersey, on the
7th day of November 1997.
Little Falls Bancorp, Inc.
By: /s/ Leonard G. Romaine
---------------------------------------
Leonard G. Romaine
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Little Falls Bancorp,
Inc., do hereby severally constitute and appoint Leonard G. Romaine 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 Leonard G. Romaine may
deem necessary or advisable to enable Little Falls 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 Leonard G.
Romaine 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/ Leonard G. Romaine By: /s/ Richard A. Capone
----------------------------- -----------------------------------
Leonard G. Romaine Richard A. Capone
President Chief Financial Officer
(Principal Executive Officer) (Principal Financial and Accounting
Officer)
Date:November 7, 1997 Date: November 7, 1997
By: /s/ Albert J. Weite By: /s/ John P. Pullara
----------------------------- -----------------------------------
Albert J. Weite John P. Pullara
Chairman of the Board and Director Director
Date:November 7, 1997 Date: November 7, 1997
By: /s/ Edward J. Seugling By:/s/ George Kuiken
----------------------------- --------------------------------
Edward J. Seugling George Kuiken
Vice Chairman of the Board and Director Director
Date: November 7, 1997 Date: November 7, 1997
By: /s/ Raoul G. Barton By:/s/ Norman A. Parker
----------------------------- -----------------------------------
Raoul G. Barton Norman A. Parker
Director Director
Date: November 7, 1997 Date: November 7, 1997
By:
-----------------------------
C. Evans Daniels
Director
Date: , 1997
----------- ---
INDEX TO EXHIBITS
Exhibit Description Page
- ------- ----------- ----
4.1 Little Falls Bancorp, Inc. 21
1996 Stock Option Plan
4.2 Form of Stock Option Agreement to be entered into 34
with respect to Incentive Stock Options
4.3 Form of Stock Option Agreement to be entered into with 39
Directors with respect to Non-Incentive Stock Options
5.1 Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the 44
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 47
24 Reference is made to the Signatures section of this --
Registration Statement for the Power of Attorney
contained therein