As filed with the Securities and Exchange Commission on July 27, 1999
Registration No. 333-_________
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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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HARBOR FEDERAL BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 52-1860591
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
705 YORK ROAD
BALTIMORE, MARYLAND 21204
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(Address of Principal Executive Offices)
HARBOR FEDERAL BANCORP, INC. 1999 STOCK INCENTIVE PLAN
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(Full title of the Plan)
ROBERT A. WILLIAMS, PRESIDENT
HARBOR FEDERAL BANCORP, INC.
705 YORK ROAD
BALTIMORE, MARYLAND 21204
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(Name and Address of Agent For Service)
(410) 321-7041
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(Telephone Number, Including Area Code, of Agent for Service)
COPIES TO:
J. MARK POERIO, ESQUIRE
KUTAK ROCK
1101 CONNECTICUT AVENUE, N.W., SUITE 1000
WASHINGTON, D.C. 20036-4374
(202) 828-2400
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CALCULATION OF REGISTRATION FEE
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Title Of Amount Proposed Maximum Proposed Maximum Amount of
Securities To Be Offering Price Aggregate Offering Registration
To Be Registered Registered Per Share Price Fee
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Common Stock,
$.01 par value 170,000 (1) (2) $2,677,500(2) $744.35
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(1) Maximum number of shares issuable under the Harbor Federal Bancorp, Inc. 1999 Stock Incentive
Plan (170,000 shares), as such amount may be increased in accordance with said plan in the event
of a merger, consolidation, recapitalization, stock dividend, stock split, or similar event
involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based upon the price at
which the options may be exercised. 170,000 shares are being registered hereby, of which none are
currently under option. Consequently, all of the shares are being registered based upon the
average of the high and low selling prices of the common stock of the Registrant as reported on
the National Association of Securities Dealers Automated Quotation, National Market System ("NMS")
on July 22, 1999 of $15.75 per share ($2,677,500 in the aggregate).
PART I
INFORMATION REQUIRED IN THE SECTION
10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
*Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in the Harbor
Federal Bancorp, Inc. 1999 Stock Incentive Plan in accordance with Rule
428(b)(1). In accordance with Note to Part I of Form S-8, such documents are not
filed with the Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or prospectus
supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Harbor Federal Bancorp, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "1934 Act") and, accordingly, files periodic reports and other information
with the Commission. Reports, proxy statements and other information concerning
the Company filed with the Commission may be inspected and copies may be
obtained (at prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company. The address for the Commission's Web site is
"http://www.sec.gov".
The following documents are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1999 (Commission File No. 000-24194);
(b) The description of the Company's securities contained in this Company's
Registration Statement on Form 8-A dated May 5, 1994.
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A), 13(C), 14
AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, 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 IN THIS REGISTRATION STATEMENT, AND TO
BE A PART HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable, as the Common Stock is registered under Section 12 of the
Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Federal Regulations define areas for indemnity coverage by Harbor Federal
Savings Bank (the "Savings Bank"), as follows:
(a) Any person against whom any action is brought by reason of the fact
that such person is or was a director or officer of the Savings Bank shall be
indemnified by the Savings Bank for:
(i) Reasonable costs and expenses, including reasonable
attorney's fees, actually paid or incurred by such person in
connection with proceedings related to the defense or
settlement of such action;
(ii) Any amount for which such person becomes liable by reason
of any judgment in such action;
(iii) Reasonable costs and expenses, including reasonable
attorney's fees, actually paid or incurred in any action to
enforce his rights under this section, if the person attains a
final judgment in favor of such person in such enforcement
action.
(b) Indemnification provided for in subparagraph (a) shall be made to such
officer or director only if the requirements of this subparagraph are met:
(i) The Savings Bank shall make the indemnification provided
by subparagraph (a) in connection with any such action which
results in a final judgment on the merits in favor of such
officer or director.
(ii) The Savings Bank shall make the indemnification provided
by subparagraph (a) in case of settlement of such action,
final judgment against such director or officer or final
judgment in favor of such director or officer other than on
the merits except in relation to matters as to which he shall
be adjudged to be liable for negligence or misconduct in the
performance of his duty, only if a majority of the directors
of the Savings Bank determines that such a director or officer
was acting in good faith within what he was reasonably
entitled to believe under the circumstances was the scope of
his employment or authority and for a purpose which he was
reasonably entitled to believe under the circumstances was in
the best interest of the Savings Bank or their members or
stockholders.
(c) As used in this paragraph:
(i) "Action" means any action, suit or other judicial or
administrative proceeding, or threatened proceeding, whether
civil, criminal, or otherwise, including any appeal or other
proceeding for review;
(ii) "Final Judgment" means a judgment, decree, or order which
is appealable and as to which the period for appeal has
expired and no appeal has been taken;
(iii) "Settlement" includes the entry of a judgment by consent
or by confession or upon a plea of guilty or of nolo
contendere.
The Savings Bank has a directors and officers liability policy providing
for insurance against certain liabilities incurred by its directors and officers
while serving in their capacities as such.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
Article XVII of the Company's Articles of Incorporation sets forth the
circumstances under which directors, officers, employees, and agents may be
insured or indemnified against liability which they may incur in their
capacities as follows:
The Company shall indemnify, to the fullest extent permissible under
the Maryland General Company Law, any individual who is or was a director,
officer, employee or agent of the Company, and any individual who serves or
served at the Company's request as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture,
trust, other enterprise or employee benefit plan, in any proceeding in
which the individual is made a party as a result of his service in such
capacity.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Company shall not adversely affect any right or
protection of a director of the Company existing at the time of such repeal
or modification.
In accordance with Section 2-418 of the Maryland General Corporation Law,
directors of the Company generally shall be indemnified in the defense of a
proceeding if they are successful, on the merits or otherwise, and in other
circumstances unless it is established that (i) the act or omission was material
to the matter giving rise to the proceeding and either was committed in bad
faith or was the result of active and deliberate dishonesty; (ii) the director
received an improper personal benefit in money, property or services; or, (iii)
in the case of a criminal proceeding, the director had reasonable cause to
believe that the act or omission was unlawful.
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
1. The undersigned registrant hereby undertakes:
(a) 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 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
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(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)(i) and (a)(ii) do 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 with or furnished to the Commission 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.
(b) 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.
(c) 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.
2. 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 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.
3. 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.
4. 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 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 Securities Act of 1933, as amended, 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 Baltimore, State of Maryland, on this 23rd day of
July, 1999.
HARBOR FEDERAL BANCORP, INC.
By:/s/ Robert A. Williams
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Robert A. Williams
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
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/s/ Robert A. Williams Director, President and July 23, 1999
- ----------------------------- Chief Executive Officer
Robert A. Williams (Principal Executive Officer)
/s/ Norbert J. Luken Vice President and July 23, 1999
- ----------------------------- Chief Financial Officer
Norbert J. Luken (Principal Financial and
Accounting Officer)
/s/ Joseph J. Lacy
- ----------------------------- Director July 23, 1999
Joseph J. Lacy
/s/ John H. Riehl, III
- ----------------------------- Director July 23, 1999
John H. Riehl, III
/s/ J. Kemp Roche
- ----------------------------- Director July 23, 1999
J. Kemp Roche
/s/ Gideon N. Stieff, Jr.
- ----------------------------- Director July 23, 1999
Gideon N. Stieff, Jr.
/s/ Lawrence W. Williams
- ----------------------------- Director and July 23, 1999
Lawrence W. Williams Vice President
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INDEX TO EXHIBITS
Exhibit Description
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5 Opinion of Kutak Rock as to the legality of the Common Stock being
registered
23.1 Consent of Kutak Rock (appears in their opinion filed as Exhibit 5)
23.2 Consent of KPMG LLP
99.1 Harbor Federal Bancorp, Inc. 1999 Stock Incentive Plan
99.2 Form of Stock Option Agreement to be entered into with Optionees
with respect to Incentive Stock Options granted under the Harbor
Federal Bancorp, Inc. 1999 Stock Incentive Plan
99.3 Form of Stock Option Agreement to be entered into with Optionees
with respect to Non-Incentive Stock Options granted under the
Harbor Federal Bancorp, Inc. 1999 Stock Incentive Plan
99.4 Stock Appreciation Rights Agreement
99.5 Notice of Deferred Share Award
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