Registration No. 333-___________
As filed with the Securities and Exchange Commission on November 14, 2000
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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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PATAPSCO BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 52-1951797
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1301 MERRITT BOULEVARD
DUNDALK, MARYLAND 21222-2194
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(Address of Principal Executive Offices)
PATAPSCO BANCORP, INC. 2000 STOCK OPTION AND INCENTIVE PLAN
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(Full Title of the Plans)
JOSEPH J. BOUFFARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
PATAPSCO BANCORP, INC.
1301 MERRITT BOULEVARD
DUNDALK, MARYLAND 21222-2194
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(Name and Address of Agent For Service)
(410) 285-1010
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(Telephone Number, Including Area Code, of Agent For Service)
COPIES TO:
JOEL E. RAPPOPORT, ESQUIRE
STRADLEY RONON HOUSLEY KANTARIAN & Bronstein, LLP
1220 19th Street N.W., Suite 700
Washington, D.C. 20036
(202) 822-9611
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title Of Securities Amount Proposed Maximum Proposed Maximum Amount of
To Be To Be Offering Price Aggregate Offering Registration
Registered Registered (1) Per Share Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 20,000 $21.625 $432,500 $114.18
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<FN>
(1) Maximum number of shares issuable under the Patapsco Bancorp, Inc. 2000
Stock Option and Incentive Plan (20,000 shares), together with an
indeterminate number of shares being registered hereby as may be
necessary to adjust the number of additional shares of Common Stock
reserved for issuance under the 2000 Stock Option and Incentive Plan as
a result of an increase in the number of shares issuable under such plan
as the result of a merger, consolidation, recapitalization or similar
event involving the Registrant or a stock split, stock dividend,
reclassification, recapitalization or similar adjustment in the
Registrant's common stock.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia,
based upon the average of the high and low selling prices of the common
stock of the Registrant as reported on the National Quotation Bureau
"Pink Sheets" on November 10, 2000 of $21.625 per share ($432,500 in the
aggregate).
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
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ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
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*This registration statement relates to the registration of 20,000
shares of Common Stock, $.01 par value per share, of Patapsco Bancorp, Inc. (the
"Company") reserved for issuance and delivery under the Patapsco Bancorp, Inc.
2000 Stock Option and Incentive Plan (the "Plan"). Documents containing the
information required by Part I of this registration statement will be sent or
given to participants in the Plan in accordance with Rule 428(b)(1). In
accordance with the 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
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The following documents filed by Patapsco Bancorp, Inc. (the "Company")
are incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 2000 filed with the Commission on September 28, 2000 (Commission
File No. 0-28032).
(b) The description of the Company's Securities as contained in the
Company's Registration Statement on Form 8-A filed with the Commission on March
20, 1996.
All documents subsequently 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
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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
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Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
Directors, officers and employees of the registrant may be entitled to
benefit from the indemnification provisions contained in the Maryland General
Corporation Law (the "MGCL") and the registrant's Articles of Incorporation. The
general effect of these provisions is summarized below.
In accordance with Section 2-418 of the MGCL, directors, officers and
employees 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 (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 actually 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. Additionally, a director may not be indemnified
with respect to any proceeding by or in the right of the Company in which the
director shall have been adjudged to be liable to the Company. Directors and
officers may be provided for judgments, fines, settlements, and expenses,
including attorney's fees, incurred in connection with any threatened, pending,
or completed action, suit, or proceeding other than an action by or in the right
of Patapsco Bancorp. This applies to any civil, criminal, investigative or
administrative action provided that the director or officer involved acted in
good faith, in a manner he or she reasonably believed to be in or not opposed to
the best interests of Patapsco Bancorp and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.
Articles XVII of the Company's Articles of Incorporation sets forth
circumstances under which directors, officer, employees and agents may be
insured or indemnified against liability which they may incur in their
cpacities:
ARTICLE XVII
INDEMNIFICATION
A. The Corporation shall indemnify, to the fullest extent permissible under
the Maryland General Corporation Law, any individual who is or was a director,
officer, employee or agent of the Corporation, and any individual who serves or
served at the Corporation'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.
B. (1) Reasonable expenses incurred by any person identified in paragraph A
of this Article XVII who is a party to a proceeding will be paid or reimbursed
by the Corporation in advance of the final disposition of the proceeding upon
receipt by the Corporation of: (i) a written affirmation by such person of his
good faith belief that the standard of conduct necessary for indemnification by
the Corporation as authorized in this Article XVII has been met; and (ii) a
written undertaking by or on behalf of such person to repay the amount if it
shall ultimately be determined that the standard of conduct has not been met.
(2) The undertaking required by subparagraph (ii) of paragraph (1) of
this subsection shall be an unlimited general obligation of such person but need
not be secured and may be accepted without reference to financial ability to
make the repayment.
C. Nonexclusive. The indemnification and advance payment of expenses
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provided by paragraphs A and B shall not be exclusive of any other rights to
which a person may be entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.
D. Continuation. The indemnification and advancement of expenses provided
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by this Article XVII shall be deemed to be a contract between the Corporation
and the persons entitled to indemnification thereunder, and any repeal or
modification of this Article XVII shall not affect any rights or obligations
then existing with respect to
2
<PAGE>
any state of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought based in whole or in part upon any
such state of facts. The indemnification and advance payment provided by
paragraphs A and B shall continue as to a person who has ceased to hold a
position named in paragraph A and shall inure to his heirs, executors and
administrators.
E. Insurance. The Corporation shall purchase and maintain insurance on
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behalf of any person who holds or who has held any position named in paragraph
A, against any liability incurred by him in any such position, or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A and B.
F. Intention and Savings Clause. It is the intention of this Article
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XVII to provide for indemnification to the fullest extent permitted by the
General Corporation Law of the State of Maryland, and this Article XVII shall be
interpreted accordingly. If this Article XVII or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the Corporation, to the
full extent permitted by any applicable portion of this Article XVII that shall
not have been invalidated and to the full extent permitted by applicable law. If
the General Corporation Law of the State of Maryland is amended, or other
Maryland law is enacted, to permit further or additional indemnification of the
persons defined in this Article XVII.A, then the indemnification of such persons
shall be to the fullest extent permitted by the General Corporation Law of the
State of Maryland, as so amended, or such other Maryland law.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
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Not applicable.
ITEM 8. EXHIBITS
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The exhibits scheduled to be filed or included as part of this Registration
Statement are as follows:
5.1 Opinion of Stradley Ronon Stevens & Young, LLP as to the validity of
the Common Stock being registered
23.1 Consent of Stradley Ronon Stevens & Young, LLP (appears in their
opinion filed as Exhibit 5.1)
23.2 Consent of Anderson Associates, LLP
24 Power of Attorney (contained in signature page to this registration
statement)
99.1 Patapsco Bancorp, Inc. 2000 Stock Option and Incentive Plan
99.2 Form of Stock Option Agreement to be entered into with Optionees with
respect to Incentive Stock Options granted under the Patapsco Bancorp,
Inc. 2000 Stock Option and 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 Patapsco
Bancorp, Inc. 2000 Stock Option and Incentive Plan
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ITEM 9. UNDERTAKINGS
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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;
(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 aggregrate, 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 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(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 registration
statement is on Form S-3 or S-8, 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.
(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 that remain unsold at the termination of the
offering.
(4) 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.
(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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
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<PAGE>
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 Dundalk, State of Maryland, on this 14 day of
November, 2000.
Patapsco Bancorp, Inc.
By:/s/ Joseph J. Bouffard
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Joseph J. Bouffard
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors of Patapsco Bancorp, Inc., hereby
severally constitute and appoint Joseph J. Bouffard, who may act, with full
power of substitution, as our true and lawful attorney and agent, to do any and
all things in our names in the capacities indicated below which said Joseph J.
Bouffard, who may act, may deem necessary or advisable to enable Patapsco
Bancorp, Inc. to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with the registration of Patapsco Bancorp, Inc. common stock,
including specifically, but not limited to, power and authority to sign for us
in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) thereto; and we hereby ratify and confirm
all that said Joseph J. Bouffard, shall do or cause to be done by virtue
thereof.
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.
<TABLE>
<CAPTION>
Signature Capacity Date
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<S> <C> <C>
/s/ Joseph J. Bouffard Director, President and Chief November 14, 2000
----------------------------------- Executive Officer
Joseph J. Bouffard (Principal Executive Officer)
/s/ Michael J. Dee Vice President, Controller and November 14, 2000
----------------------------------- Chief Financial Officer
Michael J. Dee (Principal Financial and Accounting
Officer)
/s/ Thomas P. O'Neill Chairman of the Board November 14, 2000
-----------------------------------
Thomas P. O'Neill
/s/ Theodore C. Patterson Secretary and Director November 14, 2000
-----------------------------------
Theodore C. Patterson
/s/ Douglas H. Ludwig Director November 14, 2000
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Douglas H. Ludwig
/s/ Nicole N. Glaeser Director November 14, 2000
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Nicole N. Glaeser
/s/ William R. Waters Director November 14, 2000
-----------------------------------
William R. Waters
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
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Exhibit Description
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5.1 Opinion of Stradley Ronon Stevens & Young, LLP as to the validity
of the Common Stock being registered
23.1 Consent of Stradley Ronon Stevens & Young, LLP (appears in their
opinion filed as Exhibit 5.1)
23.2 Consent of Anderson Associates, LLP
24 Power of Attorney (contained in signature page to this
registration statement)
99.1 Patapsco Bancorp, Inc. 2000 Stock Option and Incentive Plan
99.2 Form of Stock Option Agreement to be entered into with Optionees
with respect to Incentive Stock Options granted under the
Patapsco Bancorp, Inc. 2000 Stock Option and 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
Patapsco Bancorp, Inc. 2000 Stock Option and Incentive Plan
