<PAGE> 1
Registration No. 333-________
Filed April 27, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
FIRST FEDERAL FINANCIAL BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as specified in its Certificate of Incorporation)
Delaware
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
31-1456058
- --------------------------------------------------------------------------------
(IRS Employer Identification No.)
415 Center Street, Ironton, Ohio 45638
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
STOCK OPTION PLAN
RECOGNITION AND RETENTION PLAN AND TRUST
- --------------------------------------------------------------------------------
(Full Title of the Plans)
Copies to:
I. Vincent Rice Norman B. Antin, Esq.
President Patricia J. Wohl, Esq.
First Federal Financial Bancorp, Inc. Elias, Matz, Tiernan & Herrick L.L.P.
415 Center Street 734 15th Street, N.W.
Ironton, Ohio 45638 Washington, D.C.
(614) 532-6845 (202) 347-0300
- -------------------------------------
(Name, address, and telephone number
of agent for service)
Page 1 of 14 pages
Index to Exhibits is located on page 6.
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed Maximum
Title of Maximum Aggregate Amount of
Securities Amount to be Offering Price Offering Price Registration
to be Registered Registered(1) Per Share Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 37,529 $12.00(2) $450,348(2) $132.85
Common Stock, par
value $.01 29,649 17.75(3) 526,270(3) 155.25
-------- ---------- -------
67,178(4) 976,618 288.10
-------- ---------- -------
Common Stock, par
value $.01 26,871(5) 17.75(3) 476,960(3) 140.70
-------- ---------- -------
Total 94,049 $1,453,578 $428.80
======== ========== =======
- -----------------------------------------------------------------------------------------------------
</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 First Federal Financial Bancorp, Inc. ("Company" or
"Registrant") Stock Option Plan and Recognition and Retention Plan and
Trust ("Recognition Plan") as a result of a stock split, stock
dividend or similar adjustment of the outstanding common stock, $.01
par value per share ("Common Stock"), of the Company.
(2) 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 37,529 shares of
Common Stock which have been granted under the Stock Option Plan as of
the date hereof but not yet exercised.
(3) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) promulgated under the Securities Act.
The Proposed Maximum Offering Price Per Share for (i) 29,649 shares
for which stock options have not been granted under the Stock Option
Plan, and (ii) 26,871 shares held by the trust established pursuant to
the Recognition Plan is equal to the average of the high and low
prices of the Common Stock of the Company on April 16, 1998 on the OTC
Bulletin Board.
(4) Represents shares currently reserved for issuance pursuant to the
Stock Option Plan.
(5) Represents shares currently reserved for issuance pursuant to the
Recognition Plan.
------------------------------
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
<PAGE> 3
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 of 1933, as amended ("Securities Act"), and the
Note to Part I on Form S-8.
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 description of the Common Stock of the Company
contained in "Description of Capital Stock of the Company" in the
prospectus included in the Company's Registration Statement on Form
S-1 (File No. 333-1672) filed with the Commission on February 26,
1996, as amended;
(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 prospectus 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 filed
with the Commission on May 10, 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.
3
<PAGE> 4
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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their capacity
as such. The Bylaws of the Company provide that the directors, officers,
employees and agents of the Company shall be indemnified to the full extent
permitted by law. Such indemnity shall extend to expenses, including
attorney's fees, judgments, fines and amounts paid in the settlement,
prosecution or defense of the foregoing actions.
Article IX of the Registrant's Certificate of Incorporation provides
as follows:
The personal liability of the directors and officers of the
Corporation for monetary damages shall be eliminated to the fullest extent
permitted by the General Corporation Law of the State of Delaware as it exists
on the effective date of this Certificate of Incorporation or as such law may
be thereafter in effect. No amendment, modification or repeal of this Article
IX 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 or repeal.
Article VI of the Registrant's Bylaws provides as follows:
6.1 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, 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 any
predecessor of the Corporation, or is or was serving at the request of the
Corporation
4
<PAGE> 5
or any predecessor 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 fullest extent
authorized by Section 145 of the General Corporation Law of the State of
Delaware, provided that the Corporation shall not be liable for any amounts
which may be due to any person in connection with a settlement of any action,
suit or proceeding effected without its prior written consent or any action,
suit or proceeding initiated by any person seeking indemnification hereunder
without its prior written consent.
6.2 Advancement of Expenses. Reasonable expenses (including
attorneys' fees) incurred by a director, officer or employee of the Corporation
in defending any civil, criminal, administrative or investigative action, suit
or proceeding described in Section 6.1 shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors only 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.
6.3 Other Rights and Remedies. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article VI
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under the
Corporation's Certificate of Incorporation, any agreement, vote of stockholders
or disinterested directors or otherwise, both as to actions in their official
capacity and as to actions in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the heirs, executors and
administrators of such person.
6.4 Insurance. Upon resolution passed by the Board of Directors,
the Corporation may 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 or 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 its Certificate of Incorporation or this Article VI.
6.5 Modification. The duties of the Corporation to indemnify and
to advance expenses to a director, officer, employee or agent provided in this
Article VI 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
VI 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 or repeal.
5
<PAGE> 6
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
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 Stock Certificate* --
5 Opinion of Elias, Matz, Tiernan & Herrick E-1
L.L.P. as to the legality of the securities
10.2 Stock Option Plan** --
10.3 Recognition and Retention Plan and Trust** --
23.1 Consent of Elias, Matz, Tiernan & Herrick --
L.L.P. (contained in the opinion included
as Exhibit 5)
23.2 Consent of Kelley, Galloway & Company, PSC E-3
24 Power of attorney for any subsequent --
amendments is located in the signature pages
</TABLE>
- ---------------
* Incorporated by reference from the Company's Registration Statement on
Form S-1 (Commission File No. 333-1672) filed with the Commission on
February 26, 1996, as amended.
** Incorporated by reference from the Form 10-KSB for the fiscal year
ended September 30, 1996 filed by the Registrant with the SEC on
December 26, 1996.
6
<PAGE> 7
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-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 State of Ohio on April 27, 1998.
FIRST FEDERAL FINANCIAL BANCORP, INC.
By: /s/ I. Vincent Rice
------------------------------------------
I. Vincent Rice
President
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 I. Vincent Rice 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.
<TABLE>
<S> <C>
/s/ I. Vincent Rice April 27, 1998
-----------------------------------------------
I. Vincent Rice
President
(Principal Executive Officer)
/s/ Jeffery W. Clark April 27, 1998
-----------------------------------------------
Jeffery W. Clark
Comptroller
(Principal Financial and Accounting
Officer)
/s/ Thomas D. Phillips
----------------------------------------------
Thomas D. Phillips April 27, 1998
Chairman
</TABLE>
<PAGE> 9
<TABLE>
<S> <C>
/s/ James E. Waldo April 27, 1998
----------------------------------------------
James E. Waldo
Vice Chairman
/s/ Edith M. Daniels April 27, 1998
----------------------------------------------
Edith M. Daniels
Corporate Secretary and Director
/s/ Edward R. Rambacher April 27, 1998
----------------------------------------------
Edward R. Rambacher
Director
/s/ Steven C. Milleson April 27, 1998
----------------------------------------------
Steven C. Milleson
Director
/s/ William P. Payne April 27, 1998
----------------------------------------------
William P. Payne
Director
</TABLE>
<PAGE> 1
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 DAVID N. PARDYS
JOHN P. SOUKENIK* FIORELLO J. VICENCIO
GERALD F. HEUPEL, JR. DAVID TEEPLES*
JEFFREY A. KOEPPEL CRISTIN ZEISLER
DANIEL P. WEITZEL --------------
PHILIP ROSS BEVAN OF COUNSEL
HUGH T. WILKINSON
April 27, 1998 ALLIN P. BAXTER
JACK I. ELIAS
*NOT ADMITTED IN D.C. VIA EDGAR SHERYL JONES ALU
Board of Directors
First Federal Financial Bancorp, Inc.
415 Center Street
Ironton, Ohio 45638
Re: Registration Statement on Form S-8
67,178 Shares of Common Stock
Ladies and Gentlemen:
We are special counsel to First Federal Financial Bancorp, Inc., a
Delaware 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 67,178 shares
of common stock, par value $.01 per share ("Common Stock"), to be issued upon
the exercise of stock options and/or appreciation rights (referred to as "Option
Rights") granted pursuant to the Corporation's Stock Option Plan. The
Registration Statement also registers an indeterminate number of additional
shares which may be necessary under the Stock Option 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 and issued 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.
For this purpose, we have reviewed the Registration Statement and related
Prospectus, the Certificate of Incorporation and Bylaws of the Corporation, the
Stock Option 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
<PAGE> 2
Board of Directors
April 27, 1998
Page 2
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
Stock Option Plan will continue to be validly authorized on the dates the Common
Stock is issued pursuant to the exercise of Option Rights; (ii) on the dates the
Option Rights are exercised, the Option Rights granted under the terms of the
Stock Option 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) the Option Rights are exercised in accordance
with their terms and the exercise price therefor is paid in accordance with the
terms thereof; (iv) no change occurs in applicable law or the pertinent facts;
and (v) 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 Stock Option Plan, when issued and sold pursuant to
the Stock Option 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 Stock Option 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/ Norman B. Antin
-----------------------
Norman B. Antin, a Partner
<PAGE> 1
Exhibit 23.2
[Kelley, Galloway & Company, PSC Letterhead]
INDEPENDENT AUDITOR'S CONSENT
We have issued our report dated November 5, 1997, accompanying the consolidated
financial statements of First Federal Financial Bancorp, Inc. which are
included in the Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1997. We hereby consent to the incorporation by reference of said
report in the Corporation's Form S-8.
/s/ Kelley, Galloway & Company, PSC
April 27, 1998
