As filed with the Securities and Exchange Commission on October 11, 2002
Registration No. 333-_________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CITIZENS FIRST BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 38-3573582
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
525 Water Street, Port Huron, MI 48060
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(Address of Principal Executive Offices) (Zip Code)
CITIZENS FIRST BANCORP, INC.
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MANAGEMENT RESTRICTED STOCK PURCHASE PLAN
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(as amended and restated effective June 1, 2002)
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(Full title of the plan)
Marshall J. Campbell,
Chairman of the Board,
President and Chief Executive Officer
Citizens First Bancorp, Inc.
525 Water Street
Port Huron, Michigan 48060
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(Name and address of agent for service)
(810) 987-8300
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of securities Amount to be Maximum offering aggregate offering Amount of
to be registered registered price per share price registration fee
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Common Stock (1) 25,000 shares $17.99 (2) $449,750 $41.38
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(1) $0.01 par value per share.
(2) Calculated pursuant to Rule 457(h) solely for the purpose of computing
the registration fee and based on the average of the high and low sales
prices of the common stock, as quoted on The Nasdaq National Market on
October 10, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. Our Annual Report on Form 10-K for the fiscal year ended March 31,
2002 as filed with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Exchange Act of 1934.
2. Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2002 as filed with the SEC pursuant to the Securities Exchange Act of
1934.
3. All other reports we filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of our fiscal year ended
March 31, 2002.
4. The description of our Common Stock included in our Registration
Statement on Form S-1 (file number 333-49234), as filed with the SEC
pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), which description is contained under the subheading "Common
Stock," which is under the caption "Description of Citizens First
Bancorp Capital Stock" on pp. 121-122 of Amendment No. 2 to Form S-1
filed with the SEC on January 12, 2001.
All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, before the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part of
this Registration Statement 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.
The Company's certificate of incorporation contains provisions that
limit the liability of and provide indemnification for its directors and
officers. These provisions generally provide that directors and officers will be
indemnified and held harmless by the Company when that individual is made a
party to civil, criminal, administrative and investigative proceedings.
Page 2 of 20 Pages
Directors and officers will be indemnified to the fullest extent authorized by
Delaware Law against all expense, liability and loss reasonably incurred.
More specifically, Articles X and XI of our Certificate of
Incorporation provide as follows:
TENTH:
A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.
B. The right to indemnification conferred in Section A of this Article
TENTH shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, services to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections A and B of this Articles TENTH shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
Page 3 of 20 Pages
C. If a claim under Section A or B of this Article TENTH is not paid in
full by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expenses of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article TENTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect
itself and any Director, Officer, employee or agent of the Corporation or
subsidiary or Affiliate or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grants rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
Page 4 of 20 Pages
ELEVENTH:
A Director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of Citizens First Bancorp, Inc.,
incorporated by reference to Exhibit 3.1 to our Form S-1
Registration Statement (and amendments thereto) initially
filed with the SEC on November 3, 2000, Registration No.
33-49234.
4.2 Bylaws of Citizens First Bancorp, Inc., incorporated by
reference to Exhibit 3.2 to our Form S-1 Registration
Statement (and amendments thereto) initially filed with the
SEC on November 3, 2000, Registration No. 33-49234.
4.3 Citizens First Bancorp, Inc. Management Restricted Stock
Purchase Plan (as amended and restated effective June 1,
2002).
5.1 Opinion of [HILL DEVENDORF, P.C.]
23.1 Consent of Plante & Moran, LLP.
23.2 Consent of [HILL DEVENDORF, P.C.] (included in the opinion
filed as Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page 8 of this Registration
Statement).
Page 5 of 20 Pages
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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 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.
Page 6 of 20 Pages
(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 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) 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 as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this registration statement and in the prospectus related to
this registration statement by reference from our Annual Report on Form 10-K for
the year ended March 31, 2002 have been audited by Plante & Moran, LLP,
independent auditors, as stated in their report, which is incorporated in this
registration statement and such prospectus by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
Page 7 of 20 Pages
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Port Huron, State of Michigan, on October 11, 2002.
CITIZENS FIRST BANCORP, INC.
By: /s/ MARSHALL J. CAMPBELL
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Marshall J. Campbell,
Its: Chairman of the Board,
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of CITIZENS FIRST BANCORP, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints Marshall J. Campbell and
Timothy D. Regan, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, each with the power of substitution for him in any
and all capacities, with full power and authority in said attorneys-in-fact and
agents, to sign, execute and affix his seal thereto and file the proposed
registration statement on Form S-8 to be filed by the Company under the
Securities Act of 1933, as amended, which registration statement relates to the
registration and issuance of the Company's Common Stock, par value $0.01 a
share, pursuant to the Citizens First Bancorp Management Restricted Stock
Purchase Plan, and any of the documents relating to such registration statement;
any and all amendments to such registration statement, including any amendment
thereto changing the amount of securities for which registration is being
sought, and any post-effective amendment, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority; granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue hereof.
Page 8 of 20 Pages
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ MARSHALL J. CAMPBELL Chairman of the Board,
------------------------ President and Chief Executive Officer September 26, 2002
Marshall J. Campbell (Principal Executive Officer)
/s/ TIMOTHY D. REGAN Secretary, Treasurer and Director September 26, 2002
-------------------- (Principal Financial Officer
Timothy D. Regan and Principal Accounting Officer)
/s/ LARRY J. MOELLER, SR. Director September 26, 2002
-------------------------
Larry J. Moeller, Sr.
/s/ RONALD W. COOLEY Director September 26, 2002
--------------------
Ronald W. Cooley
/s/ CHRISTOPHER A. KELLERMAN Director September 26, 2002
----------------------------
Christopher A. Kellerman
/s/ WALID DEMASHKIEH, M.D. Director September 26, 2002
--------------------------
Walid Demashkieh, M.D.
Page 9 of 20 Pages
INDEX TO EXHIBITS
Exhibit
Number Description Page
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4.1 Certificate of Incorporation of Citizens First Bancorp, Inc., incorporated by reference N/A
to Exhibit 3.1 to our Form S-1 Registration Statement (and amendments thereto)
initially filed with the SEC on November 3, 2000, Registration No. 33-49234.
4.2 Bylaws of Citizens First Bancorp, Inc., incorporated by reference to Exhibit 3.2 to our N/A
Form S-1 Registration Statement (and amendments thereto) initially filed with the SEC
on November 3, 2000, Registration No. 33-49234.
4.3 Citizens First Bancorp, Inc. Management Restricted Stock Purchase Plan (as amended and 11
restated effective June 1, 2002).
5.1 Opinion of Hill Devendorf, P.C. 19
23.1 Consent of Plante & Moran, LLP. 20
23.2 Consent of Hill Devendorf, P.C. (included in the opinion filed as Exhibit 5.1 to this N/A
Registration Statement).
24.1 Powers of Attorney (included after the signature of the Registrant contained on page 8 N/A
of this Registration Statement).
Page 10 of 20 Pages