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As filed with the Securities and Exchange Commission on February 1, 2000.
Registration No. _______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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M&F BANCORP, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-1980549
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification number)
2634 CHAPEL HILL BLVD., DURHAM, NORTH CAROLINA 27707
(Address, including zip code and telephone number, including
area code of registrant's principal executive offices)
M&F BANCORP, INC. AND MECHANICS AND FARMERS BANK
INCENTIVE STOCK OPTION PLAN OF 1999
(Full title of the plan)
JULIA W. TAYLOR
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
M&F BANCORP, INC.
2634 CHAPEL HILL BLVD.
DURHAM, NORTH CAROLINA 27707
(919) 683-1521
Copies of communications to:
JEFFREY C. GERRISH, ESQ.
GERRISH & MCCREARY, P.C.
700 COLONIAL ROAD - SUITE 200
MEMPHIS, TENNESSEE 38117
(901) 767-0900
(Name, address, including zip code and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Securities to be Amount to be Maximum Offering Price Aggregate Offering Amount of
Registered Registered(1) Per Share(2) Price Registration Fee
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Common Stock, 85,500 shares $19.09 $1,632,195 $430.90
no par value
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(1) The Registration Statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated, expired or
surrendered options for Common Stock, or pursuant to the antidilution provisions
of the plan. This Registration Statement covers, pursuant to Rule 416(a), any
increases in the number of shares offered under the Plan to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h), based upon the book value of the Company on
December 31, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by PART I of this
Registration Statement on Form S-8 (the "Registration Statement") will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended. Such documents and the documents
incorporated by reference herein pursuant to ITEM 3 of PART II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed with the Federal Deposit
Insurance Corporation by Mechanics and Farmers Bank (the "Bank"), the sole
subsidiary of M&F Bancorp, Inc. (the "Company") prior to the time the Company
was formed and are incorporated herein by reference and made a part hereof:
1. The Bank's Annual Report on Form 10-KSB for the year ended
December 31, 1998, provided that any information included or
incorporated by reference in response to Items 402(a)(8), (i),
(k) or (l) of Regulation S-K of the Securities and Exchange
Commission shall not be deemed to be incorporated herein and is
not a part of the Registration Statement.
2. All reports filed by the Bank and the Company pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 since the end
of the fiscal year covered by the financial statements in the
Annual Report on Form 10-KSB referred to in paragraph 1 above.
3. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of the
filing of such documents. Any statement contained in a document
incorporated by reference herein and filed prior to the filing
hereof shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein modifies or supersedes such statement, and any
statement contained herein or in any other document incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained in any other subsequently filed document
which also is incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
The following documents have been filed with the Securities and
Exchange Commission by the Company and are incorporated herein by reference and
made a part hereof:
1. The Company's Current Report on Form 8-K12G3 dated September 1,
1999 which provided as notice that it is the successor issuer to
Bank.
2. The Company's Quarterly Report on Form 10-QSB and the Company's
Amended Quarterly Report on Form 10-QSB/A for the quarter ended
September 30, 1999.
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ITEM 4. DESCRIPTION OF SECURITIES
Company common stock to be issued under the M&F Bancorp, Inc. and
Mechanics and Farmers Bank Incentive Stock Option Plan of 1999 is being
registered hereunder.
The authorized capital stock of the Company consists of 1,000,000
shares of Common Stock, no par value per share of which 853,800 shares are
issued and outstanding. Holders of Company Stock are entitled to one vote per
share held of record on all matters submitted to a vote of shareholders.
Shareholders are entitled to vote cumulatively in the election of directors.
With certain exceptions, an amendment to the Company's charter, including a
provision to increase the authorized capital stock of the Company, may be
effected if the amendment is recommended to the Company's shareholders by the
Board of Directors and if the votes cast by those shareholders in favor of the
amendment exceed the votes cast opposing the amendment. In general, North
Carolina law requires that any merger, share exchange, voluntary liquidation or
transfer of substantially all of the assets (other than in the ordinary course
of business) of a business corporation be recommended to the corporation's
shareholders by its board of directors and be approved by the affirmative vote
of at least a majority of all outstanding shares of the corporation's voting
common stock. Holders of the Company's Stock are entitled, upon dissolution or
liquidation, to participate ratably in the distribution of assets legally
available for distribution to shareholders after payment of debts. The Company's
shareholders have preemptive rights to acquire a pro rata amount of other or
additional shares which might be issued by the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The North Carolina Business Corporation Act, North Carolina General
Statutes Chapter 55, authorizes indemnification of directors, officers and
employees under certain circumstances. The Company's Bylaws provide, among other
things, for the indemnification of directors, and authorize the Board to pay
reasonable expenses incurred by, or to satisfy a judgment or fine against, a
current or former director in connection with any personal legal liability
incurred by the individual while acting for the Company within the scope of his
or her employment so long as the director acted in good faith and his or her
conduct was in the best interest of the Company or at least not opposed to the
Company's best interests The Company has purchased an officers' and directors'
liability insurance policy which provides insurance coverage for directors and
officers of the Company against certain liabilities that they may incur in their
capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
5.1 Opinion of Gerrish & McCreary, P.C., as to the legality of the
securities being registered (including consent of counsel) (filed
herewith),
23.1 Consent of Deloitte & Touche, L.L.P. (filed herewith),
24.1 Power of Attorney pursuant to which certain directors have signed
this Form S-8 Registration Statement (filed herewith),
99.1 M&F Bancorp, Inc. and Mechanics and Farmers Bank Incentive Stock
Option Plan of 1999 (filed herewith).
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ITEM 9. UNDERTAKINGS
(a) The Company 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 this 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
this Registration Statement or any material change to
such information in this Registration Statement;
Provided, however, that paragraph (a)(1)(i) and
(a)(1)(ii) shall not apply if the Registration Statement
is on Form S-3, Form S-8 or Form 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 Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Company'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 this
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 Company pursuant to the foregoing
provisions or otherwise, the Company has been advised that, in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or
controlling persons of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer
or controlling persons in connection with the securities being
registered, the Company 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 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all 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 Durham, State of North Carolina, on February 1, 2000.
M&F BANCORP, INC.
(Registrant)
By: /s/ Julia W. Taylor
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Julia W. Taylor
Chairman, President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on February 1, 2000.
Signature Title
/s/ Julia W. Taylor Chairman, President and Chief Executive Officer
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Julia W. Taylor
/s/ Lee Johnson, Jr. Executive Vice President/Chief Financial Officer
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Lee Johnson, Jr.
Julia W. Taylor, by signing her name hereto, does hereby sign this
document in her capacity as a director and on behalf of the persons named below,
such persons constituting at least a majority of the directors of the
Registrant, pursuant to powers of attorney duly executed by the persons named
and filed with the Securities and Exchange Commission as an exhibit to this
document, all in the capacities and on the date stated.
Julia W. Taylor Director
Benjamin S. Ruffin Director
Joseph M. Sansom Director
Aaron L. Spaulding Director
/s/ Julia W. Taylor
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Julia W. Taylor
Attorney-in-Fact
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EXHIBIT INDEX
TO REGISTRATION STATEMENT ON FORM S-8
5.1 Opinion of Gerrish & McCreary, P.C., as to the legality of the
securities being registered (including consent of counsel).*
23.1 Consent of Deloitte & Touche, L.L.P.*
24.1 Power of Attorney pursuant to which certain directors have
signed this Form S-8 Registration Statement.*
99.1 M&F Bancorp, Inc. and Mechanics and Farmers Bank Incentive
Stock Option Plan of 1999.*
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* Filed herewith.
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