Registration No. 333-________
Filed January 19, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
Home Federal Bancorp, Inc. of Louisiana
_______________________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
United States
_______________________________________________________________________________
(State or Other Jurisdiction of Incorporation or Organization)
86-1127166
_______________________________________________________________________________
(I.R.S. Employer Identification No.)
624 Market Street
Shreveport, Louisiana 71101
_______________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Home Federal Savings and Loan Association Employees' Savings
and Profit Sharing Plan
_______________________________________________________________________________
(Full Title of the Plan)
Daniel R. Herndon Copies to:
Chairman of the Board, President Kevin M. Houlihan, Esq.
and Chief Executive Officer Eric M. Marion, Esq.
Home Federal Bancorp, Inc. of Louisiana Elias, Matz, Tiernan & Herrick L.L.P.
624 Market Street 734 15th Street, N.W.
Shreveport, Louisiana 71101 Washington, D.C. 20005
(318) 222-1145 (202) 347-0300
_______________________________________________________________________________
(Name, Address and Telephone Number of Agent For Service)
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of
Each Class of Amount Proposed Proposed Maximum Amount of
Securities to be Maximum Aggregate Registration
to be Registered Offering Price Offering Price Fee
Registered Per Share (1)
_______________________________________________________________________________
Common Stock, 36,000 shares (1) $9.22 $331,920 $39.07
par value $.01
per share
===============================================================================
________________
(1) The 36,000 shares of Common Stock represent an estimate of
such presently undeterminable number of shares as may be
purchased with employee contributions pursuant to the Home
Federal Savings and Loan Association Employees' Savings and
Profit Sharing Plan ("401(k) Plan"). In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, as amended
("Securities Act"), this registration statement also covers an
indeterminable amount of interests to be offered or sold pursuant
to the 401(k) Plan. The Proposed Maximum Offering Price Per
Share for shares to be issued under the 401(k) Plan is equal to
the book value per share as of December 31, 2004 based upon an
assumed 3,558,958 shares being outstanding and is estimated
solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) promulgated under the Securities Act
of 1933, as amended.
__________________________
This Registration Statement shall become effective
automatically upon the date of filing in accordance with Section
8(a) of the Securities Act and 17 C.F.R. Section 230.462.
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PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
________________
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities
Act and the "Note" to Part I on Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:
(a) The Company's prospectus and prospectus supplement
(collectively, the "Prospectus"), dated November
12, 2004, filed pursuant to Rule 424(b) under the
Securities Act (file No. 333-119026) with the
Commission on November 22, 2004;
(b) The Company Quarterly Report on Form 10-QSB for
the quarter ended September 30, 2004 filed with
the Commission on January 18, 2005;
(c) The description of the Common Stock of the Company
contained in Item 1, "Description of Registrant's
Securities to be Registered" in the Company's
Registration Statement on Form 8-A as filed on
January 12, 2005 (File No. 000-51117); and
(d) All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date hereof and 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.
Any statement contained in this Registration Statement, or
in a document incorporated or deemed to be 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 herein, or in any other subsequently filed
document which also is or is deemed to be 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.
Item 4. Description of Securities.
Not applicable since the Company's Common Stock is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Generally, federal regulations define areas for indemnity
coverage for federal savings associations and federal subsidiary
holding companies as follows:
(a) Any person against whom an action is brought or
threatened because that person is or was a director or officer of
the savings association shall be indemnified by the savings
association for:
(i) Any amount for which such person becomes liable under a
judgment in such action; and
(ii) Reasonable costs and expenses, including reasonable
attorneys fees, actually paid or incurred by that person in
defending or settling such action, or in enforcing his or her
rights under this section if the person attains a favorable
judgment in such enforcement action.
(b) Indemnification shall be made to such person under
paragraph (b) of this section only if:
(i) Final judgment on the merits is in his or her favor; or
(ii) In case of:
a. Settlement,
b. Final judgement against him or her, or
c. Final judgement in his or her favor, other than on
the merits, if a majority of the disinterested
directors of the savings association determine that he
or she was acting in good faith within the scope of his
or her employment or authority as he or she could
reasonably have perceived it under the circumstances
and for a purpose he or she could reasonably have
believed under the circumstances was in the best
interest of the savings association or its members.
However, no indemnification shall be made unless the
association gives the Office at least 60 days notice of
its intention to make such indemnification. Such
notice shall state the facts on which the action arose,
the terms of any settlement, and any disposition of the
action by a court. Such notice, a copy thereof, and a
certified copy of the resolution containing the
required determination by the board of directors shall
be sent to the Regional Director, who shall promptly
acknowledge receipt thereof. The notice period shall
run from the date of such receipt. No such
indemnification shall be made if the OTS advises the
association in writing, within such notice period, of
its objection thereto.
(c) As used in this paragraph:
(i) "action" means any judicial or administrative
proceeding, or threatened proceeding, whether civil, criminal, or
otherwise, including any appeal or other proceeding for review;
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(ii) "court" includes, without limitation, any court to
which or in which any appeal or any proceeding for review is
brought;
(iii) "final judgment" means a judgment, decree, or
order which is not appealable and as to which the period for
appeal has expired with no appeal taken;
(iv) "settlement" includes the entry of a judgment by
consent or by confession or a plea of guilty or nolo contendere.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be
reoffered or resold pursuant to this Registration Statement.
Item 8. Exhibits.
(a) The following exhibits are filed with or incorporated
by reference into this Registration Statement on Form S-8
(numbering corresponds to Exhibit Table in Item 601 of Regulation
S-K):
No. Exhibit
4.0 Common Stock Certificate*
23.0 Consent of LaPorte, Sehrt, Romig & Hand
24.0 Power of attorney for any subsequent amendments is
located in the signature pages
_______________
* Incorporated by reference from the Company's Registration
Statement on Form 8-A (Commission File No. 000-51117) filed
with the Commission on January 12, 2005, as amended.
(b) The 401(k) Plan will be submitted to the Internal
Revenue Service ("IRS") in a timely manner, and the Registrant
undertakes to submit to the IRS in a timely manner any amendments
to the 401(k) Plan under the Internal Revenue Code and had made
or will make all changes required by the IRS in order to qualify,
or continue the qualification of, the 401(k) Plan.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes that it will:
1. file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to:
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(i) include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) reflect in the prospectus any facts or events
which, individually or together, represent a fundamental
change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
the 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 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) include any additional or changed material
information on the plan of distribution;
(2) for determining liability under the Securities Act,
treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof. ---- ----
(3) file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.
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 of 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
The Registrant. 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
Shreveport, State of Louisiana, on this 18th day of January 2005.
Home Federal Bancorp, Inc. of Louisiana
By /s/ Daniel R. Herndon
_________________________________
Daniel R. Herndon
Chairman of the Board, President
and Chief Executive Officer
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 dates indicated. Each
person whose signature appears below hereby makes, constitutes
and appoints Daniel R. Herndon his true and lawful attorney, with
full power to sign for such person and in such person's name and
capacity indicated below, and with full power of substitution any
and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be
signed by said attorney to any and all amendments.
Name Title Date
__________________________ ____________________________ ________________
/s/ Daniel R. Herndon
__________________________
Daniel R. Herndon Chairman of the Board, January 18, 2005
President and Chief Executive
Officer
/s/ Walter T. Colquitt III
__________________________
Walter T. Colquitt III Director January 18, 2005
/s/ David A. Herndon III
__________________________
David A. Herndon III Director January 18, 2005
/s/ Scott D. Lawrence
__________________________
Scott D. Lawrence Director January 18, 2005
Name Title Date
__________________________ ____________________________ ________________
/s/ Sidney D. York
__________________________
Sidney D. York Director January 18, 2005
/s/ Clyde D. Patterson
__________________________
Clyde D. Patterson Director and Executive Vice January 18, 2005
President
(Principal Financial and
Accounting Officer)
/s/ Henry M. Hearne
__________________________
Henry M. Hearne Director January 18, 2005
/s/ Woodus K. Humphrey
__________________________
Woodus K. Humphrey Director January 18, 2005
/s/ Amos L. Wedgeworth Jr.
__________________________
Amos L. Wedgeworth Jr. Director January 18, 2005
The 401(k) Plan. Pursuant to the requirements of the
Securities Act of 1933, the administrator of the employee benefit
plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Shreveport, State of Louisiana, on January 18, 2005.
HOME FEDERAL SAVINGS AND LOAN
ASSOCIATION EMPLOYEES' SAVINGS AND
PROFIT SHARING PLAN
By: /s/ Daniel R. Herndon
_________________________________________
Daniel R. Herndon, on behalf of
Home Federal Savings and loan Association
as the Plan Administrator