AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 2004
REGISTRATION NO. 333-111029
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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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K-FED BANCORP
(Exact name of registrant as specified in its charter)
FEDERAL 20-041486
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1359 N. GRAND AVENUE
COVINA, CALIFORNIA 91724
(Address of principal executive offices, including zip code)
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KAISER FEDERAL BANK
EMPLOYEES' SAVINGS &
PROFIT SHARING PLAN AND TRUST
(Full title of the plan)
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Copy to:
KAY M. HOVELAND RICHARD S. GARABEDIAN, ESQ.
PRESIDENT, CHIEF EXECUTIVE OFFICER JENKENS & GILCHRIST, A PROFESSIONAL CORPORATION
K-FED BANCORP 901 15TH STREET SUITE 900
1359 N. GRAND AVENUE WASHINGTON, D.C. 20005-23401
COVINA, CALIFORNIA 91724 (202) 326-1500
(888) 869-9358
(Name, address, and telephone number including area
code of agent for service for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of Amount to offering price aggregate Amount of
securities to be registered be registered per share offering price registration fee
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Participation Interests (1) $-- $2,200,000 $279(2)
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement covers an
indeterminate number of additional shares of common stock which, by reason of certain events specified in the employee
benefit plan described herein, may become subject to the employee benefit plan.
(2) In accordance with 17 CFR 230.457(h), where securities are to be offered pursuant to an employer benefit plan, the
aggregate offering price and the amount of the registration fee are computed with respect to the maximum number of shares
of common stock that may be purchased with the current assets of the plan.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND 17 C.F.R. 230.462.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be
sent or given to participants in the Kaiser Federal Bank Employees' Savings &
Profit Sharing Plan and Trust, which we refer to as the Plan, as specified by
Rule 428(b)(1) promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
Such documents are not being filed with the U.S. Securities and Exchange
Commission, but constitute (along with the documents incorporated by reference
into the Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933, as amended.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously or concurrently filed by K-Fed
Bancorp with the U.S. Securities and Exchange Commission are hereby incorporated
by reference in this registration statement:
(a) K-Fed Bancorp's prospectus and prospectus supplement,
including a copy of Plan contained in Exhibit A to the prospectus
supplement, filed on Form S-1 (File No. 333-111029) on February 11,
2004, with the U.S. Securities and Exchange Commission;
(b) The description of the Registrant's common stock, par
value $0.01 per share, of K-Fed Bancorp set forth in the Registration
Statement on Form 8-A12G, filed with the U.S. Securities and Exchange
Commission on February 13, 2004, including any amendment or report
filed for the purpose of updating such description.
(c) The Plan's annual report on Form 11-K for the year ended
December 31, 2003, to be filed with the U.S. Securities and Exchange
Commission on June 30, 2004.
(d) All documents filed by the Registrant and the Plan, where
applicable, pursuant to the Sections 13(a) and (c), 14, or 15(d) of the
Exchange Act of 1934 after the date hereof and prior to the filing of a
post-effective amendment which deregisters all securities then
remaining unsold.
All documents subsequently filed by K-Fed Bancorp with the Securities
and Exchange Commission pursuant to Sections 13(a), 13(c), 14, or 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 hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference into this Registration Statement and to be a
part thereof from the date of the filing of such documents. Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the Prospectus to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein 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 and the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 545.121 of OTS Regulations (12 C.F.R. ss.ss. 545.121) sets
forth the ability of a federal savings & loan association to indemnify its
officers and directors. This section provides that a savings association shall
indemnify any person against whom an action is brought or threatened because
that person is or was a director, officer or employee of the association for:
(1) any amount for which that person become liable under a judgment; and (2)
reasonable costs and expenses, including reasonable attorney's fees, paid or
incurred by that person in defending or settling such action, or in enforcing
his or her rights under such section if he or she attains a favorable judgment
in such enforcement action.
Indemnification shall be made to such individuals if (1) final
judgments on the merits is in the individual's favor; or (2) in case of (i)
settlement; (ii) final judgment against the individual, or (iii) final judgment
in the individual's favor, other than on the merits, if a majority of the
disinterested directors determine that the individual was acting in good faith
within the scope of his or her employment or authority as he or she could have
reasonably perceived it under the circumstances and for a purpose he or she
could reasonably have believed under the circumstances was in the best interests
of the savings association of its members.
The section also provides that no indemnification may be made unless
the association gives the OTS 60 days notice of its intention to make such
indemnification.
In addition to providing indemnification, under OTS regulations, a
savings association may obtain insurance to protect it and its officers,
directors and employees from potential losses arising from claims against any of
them for alleged wrongful acts, or wrongful acts, committed in their capacity as
directors, officers or employees. However, the savings association may not
obtain insurance which provides for payment of losses of any person incurred as
a consequence of his or her willful or criminal misconduct.
Section 545.121 of OTS regulations is subject to and qualified by 12
U.S.C. ss. 1821(k) which provides in general that a director or officer of an
insured depository institution may be held personally liable for monetary
damages by, on behalf of, or at the request or direction of the Federal Deposit
Insurance Corporation in certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit Description of Exhibit
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4.1 Charter of K-Fed Bancorp (previously filed with the U.S.
Securities and Exchange Commission on December 9, 2003, as
Exhibit 3.1 to K-Fed Bancorp's Registration Statement on Form
S-1 (File No. 333-111029) and incorporated herein by
reference)
4.2 Bylaws of K-Fed Bancorp (previously filed with the U.S.
Securities and Exchange Commission on December 9, 2003, as
Exhibit 3.2 to K-Fed Bancorp's Registration Statement on Form
S-1 (File No. 333-111029) and incorporated herein by
reference)
4.3 Kaiser Federal Bank Employees' Savings & Profit Sharing Plan
and Trust, which is contained as Exhibit A to the prospectus
supplement which was included in K-Fed Bancorp's Form S-1
previously filed with the U.S. Securities and Exchange
Commission on December 9, 2003, (File No. 333-111029) and
incorporated herein by reference)
23.1 Consent of Jenkens & Gilchrist, A Professional Corporation
23.2 Consent of McGladrey & Pullen LLP
24 Power of Attorney*
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* Contained in Signature Page
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
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;
(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; and
(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 Securities Act of 1933 (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 foregoing provisions, 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 of 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, 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 Covina, State of California, on February 25,
2004.
K-Fed Bancorp
By: /s/ Kay M. Hoveland
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Kay M. Hoveland
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each individual whose signature
appears below hereby constitutes and appoints Kay M. Hoveland his or her true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person hereby ratifying and
confirming that said attorney-in-fact and agent or his substitutes, may lawfully
do or cause to be done by virtue hereof.
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 included:
SIGNATURE CAPACITY DATE
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/s/ Kay M. Hoveland President, Chief Executive Officer, February 25, 2004
- ------------------- and Director of the Company
Kay M. Hoveland (Principal Executive Officer)
/s/ Daniel A. Cano Chief Financial Officer of the Company February 25, 2004
- ------------------ (Principal Financial and Accounting
Daniel A. Cano Officer)
/s/ James L. Breeden Chairman of the Board and Director February 25, 2004
- -------------------- of the Company
James L. Breeden
/s/ Robert C. Steinbach Director of the Company February 25, 2004
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Robert C. Steinbach
/s/ Gerald A. Murbach Director of the Company February 25, 2004
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Gerald A. Murbach
/s/ Frank G. Nicewicz Director of the Company February 25, 2004
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Frank G. Nicewicz
/s/ Rita H. Zwern Director of the Company February 25, 2004
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Rita H. Zwern
/s/ Marilyn T. Owsley Director of the Company February 25, 2004
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Marilyn T. Owsley
EXHIBIT INDEX
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Exhibit Description of Exhibit
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4.1 Charter of K-Fed Bancorp (Previously filed with the U.S.
Securities and Exchange Commission on December 9, 2003, as
Exhibit 3.1 to K-Fed Bancorp's Registration Statement on Form
S-1 (File No. 333-111029) and incorporated herein by
reference)
4.2 Bylaws of K-Fed Bancorp (Previously filed with the Securities
and Exchange Commission on December 9, 2003, as Exhibit 3.2 to
K-Fed Bancorp's Registration Statement on Form S-1 (File No.
333-111029) and incorporated herein by reference)
4.3 Kaiser Federal Bank Employees' Savings & Profit Sharing Plan
and Trust, which is contained as Exhibit A to the prospectus
supplement which is part of K-Fed Bancorp's Form S-1
previously filed with the U.S. Securities and Exchange
Commission on February 11, 2004, (File No. 333-111029) and
incorporated herein by reference)
23.1* Consent of Jenkens & Gilchrist, A Professional Corporation
23.2* Consent of McGladrey & Pullen LLP
24** Power of Attorney
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* Filed herewith
** Contained in Signature Page
[LOGO] McGladrey & Pullen
Certififed Public Accountants
18401 Von Karman Avenue
5th Floor
Irvine, CA 92679
T 949.255.8500 F 949.255.5901
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of K-Fed Bancorp on Form S-8 of our report, dated July 11, 2003
included in the prospectus of K-Fed Bancorp on Form S-1/A (File No. 333-111029).
/s/ McGladrey & Pullen LLP
McGladrey & Pullen LLP
Irvine, California
February 24, 2004
Board of Directors
K-Fed Bancorp
1359 N. Grand Avenue
Covina, California 91724
Members of the Board:
We consent to the use on the Form S-8, pertaining to Kaiser Federal
Bank Employees' Savings & Profit Sharing Plan and Trust, filed with the U.S.
Securities and Exchange Commission, to our opinions, dated December 4, 2003
appearing in the prospectus filed by K-Fed Bancorp (File No. 333-111029) on
February 11, 2004, with the U.S. Securities and Exchange Commission.
/s/ Jenkens & Gilchrist, P.C.
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Jenkens & Gilchrist, P.C.
February 25, 2004