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As filed with the Securities and Exchange Commission on October 26, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GA FINANCIAL, INC.
(exact name of registrant as specified in its certificate of incorporation)
DELAWARE 6035 25-1780835
(state or other (Primary Standard (IRS Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
4750 CLAIRTON BOULEVARD
PITTSBURGH, PENNSYLVANIA 15236
(412) 882-9800
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
GREAT AMERICAN FEDERAL SAVINGS AND LOAN ASSOCIATION
401(K) PLAN
(Full Title of the Plan)
COPIES TO:
JOHN M. KISH LAWRENCE M.F. SPACCASI, ESQUIRE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER THOMAS P. HUTTON, ESQUIRE
GA FINANCIAL, INC. MULDOON, MURPHY & FAUCETTE
4750 CLAIRTON BOULEVARD 5101 WISCONSIN AVENUE, N.W.
PITTSBURGH, PENNSYLVANIA 15236 WASHINGTON, D.C. 20016
(412) 882-9946 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. / X /
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<CAPTION>
====================================================================================================================
Proposed
Maximum Proposed Maximum Amount of
Title of Amount to be Offering Price Per Aggregate Offering Registration
Securities to be Registered Registered (1) Share Price(2) Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 71,815
$.01 par Value $13.6875(3) $982,968 $273
- --------------------------------------------------------------------------------------------------------------------
Participation Interests (4) N/A N/A (5)
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(1) Pursuant to 17 C.F.R. section 230.457(h), where securities are to be offered pursuant to an employee benefit
plan, the aggregate offering price and the amount of the registration fee shall be computed with respect
to the maximum number of the registrant's securities issuable under the Plan that are covered by the
Registration Statement as of September 30, 1998, the most recent practicable date.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Pursuant to 17 C.F.R. section 230.457(c), the average of the high and low prices reported on the American
Stock Exchange as of October 19, 1998.
(4) Pursuant to 17 C.F.R. section 230.416(c), this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described herein.
(5) Pursuant to Rule 457(h)(2), no separate fee is required for the participation interests.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
Number of Pages 12
Exhibit Index is on Page 10
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GA FINANCIAL, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2.
The documents containing the information for the Great American Federal
Savings and Loan Association 401(k) Plan (the "Plan") required by Part I of the
Registration Statement will be sent or given to the participants in the Plan as
specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange Commission (the "SEC") either as a part of this Registration
Statement or as a prospectus supplement pursuant to Rule 424 in reliance on Rule
428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, which includes the consolidated statements of financial
condition of GA Financial, Inc. (the "Company"), as of December 31, 1997 and
1996, including the related consolidated statements of income, shareholders'
equity, and cash flows for each of the years in the period ended December 31,
1997, together with related notes and the report of PriceWaterhouseCoopers LLP,
independent accountants, dated January 22, 1998, except as to the information
presented in Note 19, for which the date is February 3, 1998, and filed with the
SEC (File No. 1-14154) on March 31, 1998.
(b) The Plan's annual report on Form 11-K for the fiscal year ended
December 31, 1997, which includes the statement of net assets available for plan
benefits of the Plan as of December 31, 1997 and December 31, 1996, and the
related statements of income and changes in plan equity for the year ended
December 31, 1997 and the nine months ended December 31, 1996, together with
related notes and schedules as required by ERISA filed with the SEC on October
22, 1998.
(c) The Form 10-Q reports filed by the Registrant for the fiscal quarters
ended March 31, and June 30, 1998, (File No.1-14154), filed with the SEC on May
13, 1998 and August 13, 1998.
(d) The description of Registrant's common stock contained in Registrant's
Form 8-A (File No. 1-14154), as declared effective on February 9, 1996 by the
SEC pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the
"Exchange Act") and Rule 12b-15 promulgated thereunder.
(e) All documents filed by the Registrant pursuant to Section 13(a) and
(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment 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
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DOCUMENT WHICH ALSO IS INCORPORATED OR 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
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None
The consolidated statements of financial condition of the Company as of
December 31, 1997, and 1996, the related consolidated statements of income,
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1997, together with the related notes and the report
of PriceWaterhouseCoopers LLP, independent accountants, dated January 22, 1998,
except as to the information presented in Note 19, for which the date is
February 3, 1998, incorporated by reference in this Registration Statement, have
been incorporated herein in reliance upon authority of said firm as experts in
accounting and auditing.
The financial statements of the Plan as of December 31, 1997 and 1996, and
for the year ended December 31, 1997 and the nine month period ended December
31, 1996, together with related notes, schedules and the report of
PriceWaterhouseCoopers LLP, independent accountants, dated June 8, 1998
incorporated by reference in this Registration Statement, have been incorporated
herein in reliance upon the authority of said firm as experts in accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.
This indemnification applies to the Board of Directors who administer the Plan.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:
TENTH:
- -----
A. Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or
was a Director or an Officer of the Corporation or is or was serving at
the request of the Corporation as a Director, Officer, employee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a Director, Officer, employee or
agent or in any other capacity while serving as a Director, Officer,
employee or agent,
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shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith; provided,
however, that, except as provided in Section C hereof with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.
B. The right to indemnification conferred in Section A of this
Article TENTH shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter and "advancement of expenses"); provided,
however, that, if the Delaware General Corporation Law requires, an
advancement of expenses incurred by an indemnitee in his or her capacity
as a Director or Officer (and not in any other capacity in which service
was or is rendered by such indemnitee, including, without limitation,
services to an employee benefit plan) shall be made only upon delivery to
the Corporation of an undertaking (hereinafter an "undertaking"), by or on
behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections A and B of this Article TENTH shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid
in full by the Corporation within sixty days after a written claim has
been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be
twenty days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in
a suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking the Corporation shall be entitled to recover such expenses
upon a final adjudication that, the indemnitee has not met any applicable
standard for indemnification set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances because the indemnitee
has met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
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applicable standard of conduct or, in the case of such a suit brought by
the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving
that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article TENTH or otherwise shall be on
the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the
Corporation's Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to
protect itself and any Director, Officer, employee or agent of the
Corporation or subsidiary or Affiliate or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article TENTH with respect to the
indemnification and advancement of expenses of Directors and Officers of
the Corporation.
ELEVENTH:
--------
A. Director of this Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability: (i) for any breach of
the Director's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under Section 174 of the
Delaware General Corporation Law; or (iv) for any transaction from which
the Director derived an improper personal benefit. If the Delaware General
Corporation Law is amended to authorize corporate action further
eliminating or limiting the personal liability of Directors, then the
liability of a Director of the Corporation shall be eliminated or limited
to the fullest extent permitted by the Delaware General Corporation Law,
as so amended.
B. 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.
Not applicable.
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Item 8. List of Exhibits.
The Plan does not intend to purchase any common stock directly from the
Company, so no opinion concerning legality is required or provided. The
following exhibits are filed with or incorporated by reference into this
Registration Statement on Form S-8 (numbering corresponds generally to Exhibit
Table in Item 601 of Regulation S-B):
4 Stock Certificate of common stock of GA Financial, Inc.1
23.2 Consent of PriceWaterhouseCoopers LLP
24 Power of Attorney is located on the signature pages.
- --------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
in the Registration Statement on the Form S-1 (SEC No. 33-80715), as amended,
filed with the SEC on December 21, 1995, and declared effective on February 9,
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 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;
(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)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or 15(d) of the Securities and Exchange
Act of 1934 that are incorporated by reference into this 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 which remain unsold at the
termination of the Offering.
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(4) That for purposes determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 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) That 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 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
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, GA Financial, Inc. 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 Pittsburgh, State of Pennsylvania on
October 26, 1998.
GA FINANCIAL, INC.
By: /s/ John M. Kish
--------------------------------------
John M. Kish
Chairman 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 date indicated.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints John G. Micenko and John M. Kish, either of them,
as the 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 the Form S-8
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the U.S. Securities and Exchange
Commission, respectively, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and things requisite
and necessary to be done as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Name Title Date
---- ----- ----
/s/ John M. Kish Chairman of the Board and Chief October 26, 1998
- --------------------- Executive Officer (principal
John M. Kish executive officer)
/s/ John G. Micenko
- --------------------- President and Director October 26, 1998
John G. Micenko
/s/ Raymond G. Suchta
- --------------------- Chief Financial Officer and October 26, 1998
Raymond G. Suchta Vice President (principal
accounting and financial officer)
/s/ Thomas E. Bugel
- --------------------- Director October 26, 1998
Thomas E. Bugel
/s/ Darrell J. Hess
- --------------------- Director October 26, 1998
Darrell J. Hess
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/s/ Thomas M. Stanton
- --------------------- Director October 26, 1998
Thomas M. Stanton
/s/ Robert J. Ventura
- --------------------- Director October 26, 1998
Robert J. Ventura
/s/ David R. Wasik
- --------------------- Director October 26, 1998
David R. Wasik
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, State of Pennsylvania, on October
26, 1998
Plan Administrator: GREAT AMERICAN FEDERAL
SAVINGS AND LOAN
ASSOCIATION
By: /s/ John G. Micenko
-----------------------
John G. Micenko
President
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EXHIBIT INDEX
-------------
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- ------------ ---------------- ------------------------------------------ ------------
<S> <C> <C> <C>
4 Stock Certificate of GA Incorporated herein by reference from the --
Financial, Inc. Exhibits of the Registrant's Form S-1, as
amended, filed with the SEC on December
21, 1995, and declared effective on
February 9, 1996.
23 Consent of Filed herewith 12
PriceWaterhouse-
Coopers LLP
24 Power of Attorney Located on the signature page. 8
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EXHIBIT 23 CONSENT OF PRICEWATERHOUSECOOPERS LLP
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CONSENT OF INDEPENDENT ACCOUNTANTS
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PRICEWATERHOUSECOOPERS LLP
We consent to the incorporation by reference in this registration statement of
GA Financial, Inc. on Form S-8 for the Great American Federal Savings and Loan
Association 401(k) Plan of our report dated January 22, 1998, except as to the
information presented in Note 19, which is dated February 3, 1998, on our audits
of the consolidated financial statements of GA Financial, Inc. as of December
31, 1997 and 1996, and for the years ended December 31, 1997, 1996 and 1995. We
also consent to the incorporation by reference to our report dated June 8, 1998,
on our audits of the financial statements of Great American Federal Savings and
Loan Association 401(k) Plan as of December 31, 1997 and 1996, and for the year
ended December 31, 1997 and the nine month period ended December 31, 1996.
We also consent to the reference to our firm under the caption: "Interests of
Named Experts and Counsel" in this Registration Statement.
PriceWaterhouseCoopers LLP
Pittsburgh, Pennsylvania
October 26, 1998
