1
REGISTRATION STATEMENT NO._______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------------
HAMILTON BANCORP INC.
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 65-0149935
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
3750 N.W. 87th Avenue
Miami, Florida 33178
(305) 717-5500
(Address, Including Zip Code, and Telephone Number, Including Area Code,
Of Registrant's Principal Executive Offices)
HAMILTON BANCORP INC. STOCK OPTION PLAN
FOR KEY EMPLOYEES AND DIRECTORS
(Full Title of the Plan)
-------------------------------------
Eduardo A. Masferrer
Chairman and Chief Executive Officer
Hamilton Bancorp Inc.
3750 N.W. 87th Avenue
Miami, Florida 33178
(305) 717-550
(Name, Address, Including Zip Code and Telephone Number,
Including Area Code, of Agent for Service)
--------------------------
with copies to:
Robert L. Grossman, Esq.
Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500
2
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount to Proposed Proposed Amount of
Securities Be Maximum Maximum Registration
To Be Registered* Offering Aggregate Fee
Registered Price Per Offering
Share** Price
Common 877,500 $9.23-35.625 $14,562,113 $4,296
Stock, $.01 Shares
par
value***
================================================================================
* Represents the maximum number of shares to be issued under the Hamilton
Bancorp Inc. Stock Option Plan For Key Employees and Directors,
assuming all awards authorized thereunder are made.
** The maximum aggregate offering price is estimated solely for the
purpose of determining the registration fee in accordance with Rule
457(h) on the basis of (i) the actual exercise price of $9.23 per share
for an aggregate of 585,000 options to purchase Common Stock being
registered, which have already been granted under the Plan, (ii) the
actual exercise price of $29.125 per share for an aggregate of 193,500
options to purchase Common Stock being registered, which have already
been granted under the Plan and (iii) the average of the high and low
price of a share of Common Stock as reported by the NASDAQ National
Market on February 2, 1998 (which was $35.625) with respect to 99,000
shares of Common Stock subject to future grants of options under the
Plan.
*** This Registration Statement includes such indeterminate number of
shares of Common Stock as may be issuable as a result of stock splits,
stock dividends or similar transactions.
- --------------------------------------------------------------------------------
3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEMS 1 AND 2. PLAN INFORMATION; REGISTRANT INFORMATION AND
EMPLOYEE PLAN ANNUAL INFORMATION
The documents containing the information specified in the instructions
to Part I of the Form S-8 will be sent or given to employees as specified by
Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Registration
Statement the following documents filed by the Company with the Securities and
Exchange Commission (the "Commission"):
(a) the Company's Registration Statement on Form S-1, Registration
No. 333-20435 and the Company's prospectus filed pursuant to
Rule 424(b) under the Securities Act on March 26, 1997;
(b) all other reports filed by the Company pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934,
as amended ("Exchange Act"), since the end of the fiscal year
covered by the document referred to in Item 3(a) above; and
(c) The description of the common stock of the Company, par value
$.01 per share, contained in the Company's Registration
Statement on Form 8-A filed 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.
All documents subsequently filed by the Company 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
1
4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None
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 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
Not Applicable
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 Amended and Restated Articles of Incorporation of the Company
2
5
(incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1, Registration No.
333-20435)
4.2 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-1, Registration No. 333-20435)
5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A., counsel to the Corporation (included in Exhibit
5.1).
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 "Securities 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. 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; and
(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 (1)(i) and (1)(ii) do not apply if the
information required to be included in the 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 Exchange Act that are incorporated by
reference in the registration statement.
3
6
(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 purpose of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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 cause this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on the 6th day of February,
1998.
HAMILTON BANCORP INC.
By: /s/ Eduardo A. Masferrer
------------------------------
Eduardo A. Masferrer
Chairman and Chief Executive Officer
4
7
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 dates indicated:
Signature Title Date
- --------- ----- ----
/s/ Eduardo A. Masferrer
- ------------------------ Chairman, Chief Executive Officer February 6, 1998
Eduardo A. Masferrer and Director
/s/ Maura A. Acosta
- -------------------- Director February 6, 1998
Maura A. Acosta
/s/ William Alexander
- --------------------- Director February 4, 1998
William Alexander
- --------------------- Director February __, 1998
Virgilio E. Sosa Jr.
- --------------------- Director February __, 1998
William Bickford
/s/ Thomas F. Gaffney
- --------------------- Director February 3, 1998
Thomas F. Gaffney
/s/ Maria F. Diaz
- --------------------- Senior Vice President Finance February 5, 1998
Maria F. Diaz and Treasurer (principal finance officer
and principal accounting officer)
5