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Registration No. 333-
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Filed January 15, 1997
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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PITTSBURGH HOME FINANCIAL CORP.
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(Exact Name of Registrant as specified in its Articles of Incorporation)
Pennsylvania 25-1772349
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(State of incorporation) (IRS Employer Identification No.)
438 Wood Street
Pittsburgh, Pennsylvania 15222
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(Address of principal executive offices, including zip code)
STOCK OPTION PLAN
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(Full Title of the Plan)
Copies to:
Norman B. Antin, Esq.
J. Ardie Dillen Kenneth B. Tabach, Esq.
Chairman, President and Chief Elias, Matz, Tiernan & Herrick L.L.P.
Executive Officer 734 15th Street, N.W.
Pittsburgh Home Financial Corp. Washington, D.C.
438 Wood Street (202) 347-0300
Pittsburgh, Pennsylvania
(412) 281-0780
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(Name, address, and telephone number
of agent for service)
Page 1 of 14 pages
Index to Exhibits is located on page 6.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 152,737 $11.625 (3) $1,775,568 (3) $538.05
Common Stock, par
value $0.01 65,475 $13.25 (4) $ 867,544 (4) $262.89
--------- ------
Total 218,212 (2) $2,643,112 $800.94
======== ========= ======
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</TABLE>
(1) Together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares reserved for issuance pursuant to
the Pittsburgh Home Financial Corp. ("Company" or "Registrant") Stock Option
Plan (the "Plan") as a result of a stock split, stock dividend or similar
adjustment of the outstanding common stock, $0.01 par value per share ("Common
Stock"), of the Company.
(2) Represents shares currently reserved for issuance pursuant to the
Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended ("Securities Act"). The Proposed Maximum
Offering Price Per Share is equal to the weighted average exercise price for
the options to purchase 152,737 shares of Common Stock which are outstanding
under the Plan as of the date hereof.
(4) Estimated solely for the purposes of calculating the registration fee
in accordance with Rule 457(c) promulgated under the Securities Act. The
Proposed Maximum Offering Price Per Share for the 65,475 shares for which stock
options have not been granted under the Plan is equal to the closing sales
price of the Common Stock of the Company on January 8, 1997 on the National
Association of Securities Dealers Automated Quotation ("NASDAQ") National
Market System.
--------------------------
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.
2
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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 Annual Report on Form 10-K for the year
ended September 30, 1996 filed with the Commission on December 27,
1996;
(b) All reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the
financial statements in the Annual Report referred to in clause (a)
above;
(c) The description of the Common Stock of the Company
contained in the Company's Registration Statement on Form 8-A (File
No. 0-27522) filed with the Commission on January 16, 1996;
(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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<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the Pennsylvania Business Corporation Act, Article
9 of the Registrant's Amended and Restated Articles of Incorporation provides
as follows:
ARTICLE 9. INDEMNIFICATION, ETC. OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS.
A. PERSONAL LIABILITY OF DIRECTORS AND OFFICERS. The personal
liability of the directors and officers of the Corporation for monetary damages
for conduct in their capacities as such shall be eliminated to the fullest
extent permitted by the BCL as it exists on the effective date of these Amended
and Restated Articles of Incorporation or as such law may be thereafter in
effect. No amendment, modification or repeal of this Article 9.A, nor the
adoption of any provision of these Amended and Restated Articles of
Incorporation inconsistent with this Article 9.A, shall adversely affect the
rights provided hereby with respect to any claim, issue or matter in any
proceeding that is based in any respect on any alleged action or failure to act
prior to such amendment, modification, repeal or adoption.
B. INDEMNIFICATION. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, including actions by or in the
right of the Corporation, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding to the full extent permissible under
Pennsylvania law.
C. ADVANCEMENT OF EXPENSES. Reasonable expenses incurred by an
officer, director, employee or agent of the Corporation in defending a civil or
criminal action, suit or proceeding described in Section B of this Article 9
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be determined that the
person is not entitled to be indemnified by the Corporation.
D. OTHER RIGHTS. The indemnification and advancement of expenses
provided by or pursuant to this Article 9 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any insurance or other agreement, vote of stockholders or
directors or otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding an office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.
4
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E. INSURANCE. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of this
Article 9.
F. SECURITY FUND; INDEMNITY AGREEMENTS. By action of the Board
of Directors (notwithstanding their interest in the transaction), the
Corporation may create and fund a trust fund or fund of any nature, and may
enter into agreements with its officers, directors, employees and agents for
the purpose of securing or insuring in any manner its obligation to indemnify
or advance expenses provided for in this Article 9.
G. MODIFICATION. The duties of the Corporation to indemnify and
to advance expenses to any person as provided in this Article 9 shall be in the
nature of a contract between the Corporation and each such person, and no
amendment or repeal of any provision of this Article 9, and no amendment or
termination of any trust or other fund created pursuant to Section F of this
Article 9, shall alter to the detriment of such person the right of such person
to the advance of expenses or indemnification related to a claim based on an
act or failure to act which took place prior to such amendment, repeal or
termination.
H. PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS. Notwithstanding
any other provision of this Article 9, the Corporation shall not indemnify a
director, officer, employee or agent for any liability incurred in an action,
suit or proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of
or participation in the action, suit or proceeding is authorized, either before
or after its commencement, by the affirmative vote of a majority of the
directors in office.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
5
<PAGE> 6
ITEM 8. EXHIBITS
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):
<TABLE>
<CAPTION>
No. Exhibit Page
--- ------- ----
<S> <C> <C>
4 Common Stock Certificate* --
5 Opinion of Elias, Matz, Tiernan & Herrick E-1
L.L.P. as to the legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick --
L.L.P. (contained in the opinion included
as Exhibit 5)
23.2 Consent of Ernst & Young LLP E-3
24 Power of attorney for any subsequent --
amendments is located in the signature pages
99 Stock Option Plan** --
</TABLE>
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* Incorporated by reference from the Company's Registration Statement on
Form S-1 (Commission File No. 33-99658) filed with the Commission on November
21, 1995, as amended.
** Incorporated by reference from the Company's Annual Report on Form
10-K for the year ended September 30, 1996 (Commission File No. 0-27522) filed
with the Commission on December 27, 1996.
ITEM 9. UNDERTAKINGS.
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, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-
6
<PAGE> 7
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the 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 in such information in the Registration Statement;
provided, however, that clauses (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those clauses 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.
2. That, for the purpose of determining any liability under the
Securities 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.
4. That, for the purposes 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 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.
5. 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 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 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 questions whether such indemnification by it is
against public policy expressed in the Securities Act and will be governed by
the final adjudication of such issue.
7
<PAGE> 8
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 caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Commonwealth of Pennsylvania on January 15, 1997.
PITTSBURGH HOME FINANCIAL CORP.
By: /s/ J. Ardie Dillen
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J. Ardie Dillen
Chairman, 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 J. Ardie Dillen his or her 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.
/s/ J. Ardie Dillen January 15, 1997
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J. Ardie Dillen
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Michael J. Kirk January 15, 1997
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Michael J. Kirk
Senior Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
/s/ Frank J. Malone
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Frank J. Malone January 15, 1997
Director
<PAGE> 9
/s/ Jess B. Mellor January 15, 1997
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Jess B. Mellor
Secretary and Director
/s/ Joseph G. Lang January 15, 1997
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Joseph G. Lang
Director
/s/ Richard F. Lerach January 15, 1997
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Richard F. Lerach
Director
/s/ Gregory G. Maxcy January 15, 1997
----------------------------------------------
Gregory G. Maxcy
Director
/s/ Kenneth F. Maxcy, Jr. January 15, 1997
---------------------------------------------
Kenneth F. Maxcy, Jr.
Director
January 15, 1997
/s/ Stephen Spolar
---------------------------------------------
Stephen Spolar
Director
/s/ Charles A. Topnick January 15, 1997
--------------------------------------------
Charles A. Topnick
Director
<PAGE> 1
EXHIBIT 5
Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities
<PAGE> 2
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
---------
TIMOTHY B. MATZ Telephone: (202) 347-0300 JEFFREY D. HAAS
STEPHEN M. EGE Facsimile: (202) 347-2172 KEVIN M. HOULIHAN
RAYMOND A. TIERNAN KENNETH B. TABACH
W. MICHAEL HERRICK PATRICIA J. WOHL*
GERARD L. HAWKINS JEFFREY R. HOULE
NORMAN B. ANTIN JEFFREY R. JOHNSON
JOHN P. SOUKENIK* SCOTT H. RICHTER*
GERALD F. HEUPEL, JR.
JEFFREY A. KOEPPEL ------------
DANIEL P. WEITZEL
PHILIP ROSS BEVAN January 15, 1997 OF COUNSEL
HUGH T. WILKINSON
ALLIN P. BAXTER
JACK I. ELIAS
SHERYL JONES ALU
*NOT ADMITTED IN D.C. VIA EDGAR JACQUELINE R. SCOTT
Board of Directors
Pittsburgh Home Financial Corp.
428 Wood Street
Pittsburgh, Pennsylvania 15222
Re: Registration Statement on Form S-8
218,212 Shares of Common Stock
Gentlemen:
We are special counsel to Pittsburgh Home Financial Corp., a
Pennsylvania corporation (the "Corporation"), in connection with the
preparation and filing with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended, of a Registration Statement on Form S-8
(the "Registration Statement"), relating to the registration of up to 218,212
shares of common stock, par value $0.01 per share ("Common Stock"), to be
issued pursuant to the Corporation's Stock Option Plan (the "Plan") upon the
exercise of stock options and/or appreciation rights (referred to as "Option
Rights"). The Registration Statement also registers an indeterminate number of
additional shares which may be necessary under the Plan to adjust the number of
shares reserved thereby for issuance as the result of a stock split, stock
dividend or similar adjustment of the outstanding Common Stock of the
Corporation. We have been requested by the Corporation to furnish an opinion
to be included as an exhibit to the Registration Statement.
<PAGE> 3
Board of Directors
January 15, 1997
Page 2
For this purpose, we have reviewed the Registration Statement and
related Prospectus, the Amended and Restated Articles of Incorporation and
Bylaws of the Corporation, the Plan, a specimen stock certificate evidencing
the Common Stock of the Corporation and such other corporate records and
documents as we have deemed appropriate. We are relying upon the originals, or
copies certified or otherwise identified to our satisfaction, of the corporate
records of the Corporation and such other instruments, certificates and
representations of public officials, officers and representatives of the
Corporation as we have deemed relevant as a basis for this opinion. In
addition, we have assumed, without independent verification, the genuineness of
all signatures and the authenticity of all documents furnished to us and the
conformance in all respects of copies to originals. Furthermore, we have made
such factual inquiries and reviewed such laws as we determined to be relevant
for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms of
the Plan will continue to be validly authorized on the dates the Common Stock
is issued pursuant to the Option Rights; (ii) on the dates the Option Rights
are exercised, the Option Rights granted under the terms of the Plan will
constitute valid, legal and binding obligations of the Corporation and will
(subject to applicable bankruptcy, moratorium, insolvency, reorganization and
other laws and legal principles affecting the enforceability of creditors'
rights generally) be enforceable as to the Corporation in accordance with their
terms; (iii) no change occurs in applicable law or the pertinent facts; and
(iv) the provisions of "blue sky" and other securities laws as may be
applicable will have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth
herein, we are of the opinion as of the date hereof that the shares of Common
Stock to be issued pursuant to the Plan, when issued and sold pursuant to the
Plan and upon receipt of the consideration required thereby, will be legally
issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
We hereby consent to the reference to this firm under the caption
"Legal Opinion" in the Prospectus of the Plan and to the filing of this opinion
as an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Kenneth B. Tabach
----------------------------------------
Kenneth B. Tabach, a Partner
<PAGE> 1
EXHIBIT 23.2
Consent of Ernst & Young LLP
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8, No. 333-_____) pertaining to the Stock Option Plan of Pittsburgh
Home Financial Corp. of our report dated November 8, 1996, with respect to the
consolidated financial statements of Pittsburgh Home Financial Corp.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
September 30, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
January 14, 1997
