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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 2000
REGISTRATION STATEMENT 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
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HAMILTON BANCORP INC.
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(Exact Name of Registrant as Specified in Its Charter)
FLORIDA 65-0149935
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(State or Other Jurisdiction of I.R.S. Employer
Incorporation or Organization) entification No.)
3750 N.W. 87TH AVENUE
MIAMI, FLORIDA 33178
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(Address, Including Zip Code, of Principal Executive Offices)
1998 EXECUTIVE INCENTIVE COMPENSATION PLAN
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(Full Title of the Plan)
EDUARDO A. MASFERRER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
HAMILTON BANCORP INC.
3750 N.W. 87TH AVENUE
MIAMI, FLORIDA 33178
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(Name and Address of Agent For Service)
(305) 717-5500
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(Telephone Number, Including Area Code, of Agent For Service)
COPY TO:
ROBERT L. GROSSMAN, ESQ.
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0500
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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COMMON STOCK 122,500 $17.50 - $17.75 $2,165,625 $571.73
$0.10 PAR VALUE..................... SHARES
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(1) Estimated solely for the purpose of calculating the registration fee which
was computed in accordance with Rule 457(h) on the basis of the (i) actual
exercise price of $17.50 for an aggregate of 35,000 options to purchase
Common Stock being registered, which have already been granted under the
Hamilton Bancorp Inc. 1998 Executive Incentive Compensation Plan (the
"Plan") and (ii) the actual exercise price of $17.75 for an aggregate of
87,500 options to purchase Common Stock being registered, which have
already been granted under the Plan.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* The document(s) containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents
will not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as the
prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement,
taken together, shall constitute a prospectus which meets the requirements
of Section 10(a) of the Securities Act of 1933, as amended.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents or portions thereof as indicated:
(a) the Registrant's registration statement on Form S-1, registration
no. 333-20435 and the Registrant's prospectus filed pursuant to
Rule 424(b) under the Securities Act on March 26, 1997;
(b) the Registrant's Annual Report on Form 10-K/A for the year ended
December 31, 1999;
(c) the Registrant's Quarterly Report on Form 10-Q, for the quarterly
period ended March 31, 2000;
(d) all other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since March 31, 2000; and
(e) the description of the Registrant's Common Stock contained in the
Registrant's registration statement on Form 8-A filed with the
Commission on March 5, 1997 pursuant to Section 12 of the
Exchange Act, and any amendment or report filed for the purpose
of updating any such description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein by reference and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in a subsequently filed document incorporated
herein by reference, 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.
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 has authority under the Florida Business Corporation Act
to indemnify its directors and officers to the extent provided in such statute.
The Company's Articles of Incorporation provided that the Company shall
indemnify its executive officers and directors to the fullest extent permitted
by law either now or hereafter. In general, Florida law permits a Florida
corporation to indemnify its directors, officers, employees and agents, and
persons serving at the corporation's request in such capacities for another
enterprise against liabilities arising from conduct that such persons reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful.
The provisions of the Florida Business Corporation Act that
authorize indemnification do not eliminate the duty of care of a director and,
in appropriate circumstances, equitable remedies such as injunctive or other
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forms of nonmonetary relief will remain available under Florida law. In
addition, each director will continue to be subject to liability for (a)
violations of the criminal law, unless the director had reasonable cause to
believe his conduct was lawful or had no reasonable cause to believe his conduct
was unlawful, (b) deriving an improper personal benefit from a transaction, (c)
voting for or assenting to an unlawful distribution, and (d) willful misconduct
or a conscious disregard for the best interests of the Company in a proceeding
by or in the right of the Company to procure a judgment in its favor or in a
proceeding by or in the right of a shareholder. The statute does not affect a
director's responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws.
At present, there is no pending litigation or proceeding involving a
director or officer of the Company as to which indemnification is being sought
from the Company, nor is the Company aware of any threatened litigation that may
result in claims for indemnification from the Company by any officer or
director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None claimed.
ITEM 8. EXHIBITS
See "Exhibit Index" on page II-1 below.
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 (the "Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability
under the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy 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 Act, 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
Miami, State of Florida on this 21 of June, 2000.
HAMITLON BANCORP INC.
By: /s/ EDUARDO A. MASFERRER
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Name: Eduardo A. Masferrer
Title: Chairman of the Board, President and Chief
Executive Officer
Each person whose signature appears below hereby appoints
Eduardo A. Masferrer his true and lawful attorney-in-fact with the authority to
execute in the name of each such person, and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other documents
therewith, any and all amendments (including without limitation post-effective
amendments) to this registration statement necessary or advisable to enable the
registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the
registration statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
Pursuant to the requirements of the Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
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/s/ EDUARDO A. MASFERRER Chairman of the Board, President and Chief June 21, 2000
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Eduardo A. Masferrer
/s/ WILLIAM ALEXANDER Vice Chairman and Director June 21, 2000
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William Alexander
/s/ JUAN CARLOS BERNACE Vice President, Principal Financial Officer June 21, 2000
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Juan Carlos Bernace
Director June 21, 2000
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Ronald E. Frazier
/s/ THOMAS F. GAFFNEY Director June 21, 2000
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Thomas F. Gaffney
/s/ RONALD A. LACAYO Director June 21, 2000
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Ronald A. Lacayo
/s/ GEORGE A. LYALL Director June 21, 2000
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George A. Lyall
/s/ BENTON L. MOYER Director June 21, 2000
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Benton L. Moyer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Registrant's Amended and Restated Articles of Incorporation(1)
4.2 Registrant's Amended and Restated Bylaws(2)
4.3 1998 Executive Incentive Compensation Plan
5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Greenberg Traurig, P.A. (contained in its opinion filed as Exhibit 5.1
hereto)
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(1) Incorporated by reference to Exhibit 3.1 filed with the Registrant's
Amendment No. 1 to Registration Statement on Form S-1/A (Reg. No.
333-20435).
(2) Incorporated by reference to Exhibit 3.2 filed with the Registrant's
Amendment No. 2 to Registration Statement on Form S-1/A (Reg. No.
333-20435).
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