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As filed with the Securities and Exchange Commission on July 9, 1996
Registration No. 33-
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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
FIRST HOME BANCORP INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
New Jersey 125 South Broadway 22-3423990
<S> <C> <C>
(State or other jurisdiction of Pennsville, New Jersey 08070 (I.R.S. Employer
incorporation or organization) (Address of Principal Executive Offices) (Zip Code) Identification Number)
</TABLE>
EMPLOYEE STOCK COMPENSATION PROGRAM
1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1996 EMPLOYEE STOCK OPTION PLAN
Robert A. DiValerio
Senior Executive Vice President
First Home Bancorp Inc.
125 South Broadway
Pennsville, New Jersey 08070
(609) 678-4400
(Name, address, including zip code and
telephone number, including area code,
of agent for service)
Copies of Communications to:
Barry Genkin, Esquire
Blank, Rome, Comisky & McCauley
1200 Four Penn Center Plaza
Philadelphia, PA 19103
(215) 569-5500
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered (1) per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock, no par value 405,128 shares $17.75 (2) $7,191,022 (2) $2,480
per share
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</TABLE>
(1) Plus such indeterminate number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the Plans.
(2) Pursuant to Rule 457(h), based upon the price at which stock options
covered by this Registration Statement may be exercised and, in the
case where such price is not known, upon the average of the high and
low sale prices of First Home Bancorp Inc. Common Stock, no par value
per share, reported on the Nasdaq National Market System on July 1,
1996.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The document(s) containing the information specified in Item 1 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
The document(s) containing the information specified in Item 2 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Commission are incorporated
herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(ii) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (i) above; and
(iii) The Company's Common Stock was registered under Section 12(g) of
the Exchange Act on Form 8-K 12g-3, pursuant to the procedure set forth in
Securities Exchange Act Release No. 9072. The description of the Company's
Common Stock is incorporated by reference from Post-Effective Amendment No. 1 to
the Company's Registration Statement on Form S-4 (File No. 33-31676) filed with
the SEC on March 29, 1996.
All reports and other 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, after the date of this Registration Statement but prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold hereunder, 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.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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Item 6. Indemnification of Directors and Officers.
The New Jersey law authorizes a New Jersey corporation to indemnify
directors, officers, employees and agents ("corporate agents") of the Company
against expenses and liabilities they incur in such capacities, in connection
with any proceedings, other than proceedings by or in the right of the
corporation, if the person acted in good faith and in a manner he believed to be
in or not opposed to the best interests of the Company and, with respect to any
criminal proceeding, the person had no reasonable cause to believe his conduct
was unlawful. New Jersey law also authorizes the indemnification of corporate
agents against expenses they incur in their capacities as corporate agents, in
connection with any proceeding by or in the right of the Company, if the person
to be indemnified acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company. Additionally, New
Jersey law requires indemnification of corporate agents against expenses in any
proceeding in which he has been successful on the merits or otherwise, or in
defense of any claim, issue or matter therein.
Section 5 of the Company's By-laws provides for indemnification to the
fullest extent permitted by Section 14A:3-5 of the New Jersey Business
Corporation Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement
or, where so indicated, have been previously filed and are incorporated herein
by reference.
Exhibit No. Description
----------- -----------
5.1 Opinion of Counsel regarding legality.
10.1* Employee Stock Compensation Program
10.2* 1994 Stock Option Plan for Non-Employee Directors
10.3** 1996 Employee Stock Option Plan
23.1 Consent of Arthur Andersen, LLP.
23.2 Consent of Counsel (included as part of Exhibit 5.1).
24.1 Power of Attorney (included on pages 6 and 7)
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* Incorporated by reference from the Company's Post-Effective Amendment No. 1
to the Registration Statement on Form S-4 filed with the SEC (File No.
33-31676) on March 29, 1996.
** Incorporated by reference from Appendix D to the Proxy Statement/Prospectus
filed as part of the Company's Registration Statement on Form S-4 filed with
the SEC (No. 33-31676).
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<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement;
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended:
(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 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 by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (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, as amended) 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.
(h) 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 the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person
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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
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 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 Pennsville, State of New Jersey, on the 28th day
of June, 1996.
FIRST HOME BANCORP INC.
By:/s/ Stephen D. Miller
--------------------------------
Stephen D. Miller
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen D. Miller and his true and lawful
attorneys-in-fact and agents, with full power of substitution of resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documentation in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated and on the 28th day of June, 1996.
Name Title
---- -----
/s/ Stephen D. Miller Chairman and President
- ------------------------ (Principal Executive Officer)
Stephen D. Miller
/s/ Robert A. DiValerio Senior Executive Vice President,
- ------------------------ Secretary and Treasurer (Chief
Robert A. DiValerio Financial Officer and Chief
Accounting Officer
/s/ Willard F. Cheeseman Director
- ------------------------
Willard F. Cheeseman
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Name Title
---- -----
/s/ Adam J. Gagliardi Director
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Adam J. Gagliardi
/s/ Eugene J. Martell Director
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Eugene J. Martell
/s/ Frederick M. Palfrey Director
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Frederick M. Palfrey
/s/ Kenneth Porch Director
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Kenneth Porch
/s/ Stephen P. Selverian Director
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Stephen P. Selverian
/s/ Rodger D. Shay Director
- ------------------------
Roger D. Shay
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Exhibit 5.1
July 3, 1996
(215) 569-5514
The Board of Directors
First Home Bancorp Inc.
125 South Broadway
Pennsville, NJ 08070-0189
Gentlemen:
We have acted as counsel to First Home Bancorp Inc. (the "Company") in
connection with the Registration Statement on Form S-8 (the "Registration
Statement"), to be filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, relating to the
offer and sale of the Company of up to 405,128 shares of common stock, no par
value (the "Common Stock"). The Common Stock being registered for issuance is in
connection with the Company's Employee Stock Compensation Program, 1994 Stock
Option Plan for Non-Employee Directors and 1996 Employee Stock Option Plan (the
"Plans").
In rendering this opinion, we have examined only the documents listed
on Exhibit "A" attached hereto. We have not performed any independent
investigation other than the document examination described. We have assumed and
relied, as to questions of fact and mixed questions of fact and law, on the
truth, completeness, authenticity and due authorization of all certificates,
documents and records examined and the genuineness of all signatures. This
opinion is limited to the laws of the State of New Jersey.
Based upon the foregoing, we are of the opinion that the Common Stock,
when issued pursuant to the terms of the Plans, will be duly authorized, validly
issued, fully paid and non-assessable.
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The Board of Directors
First Home Bancorp Inc.
July 3, 1996
Page -2-
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BLANK ROME COMISKY & MCCAULEY
BHG\rg\c
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EXHIBIT "A"
1. The Company's Certificate of Incorporation, as filed with the Secretary
of the State of New Jersey on February 21, 1996.
2. The Company's Bylaws dated February 21, 1996.
3. The Company's minute book through the date hereof.
4. The Company's Plans.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 9, 1996
included in First Home Savings Bank's Form 10-K for the year ended December 31,
1995.
ARTHUR ANDERSEN, LLP
Philadelphia, Pa.
July 3, 1996
