Registration No. 333-________
Filed April 15, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KENWOOD BANCORP, INC.
(Exact Name of Registrant as specified in its Certificate of Incorporation)
Delaware
(State or other jurisdiction of incorporation)
31-1457996
(IRS Employer Identification No.)
7711 Montgomery Road, Cincinnati, Ohio 45236
(Address of principal executive offices) (Zip code)
1992 STOCK INCENTIVE PLAN
1992 DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plans)
Copies to:
Thomas W. Burns Jeffrey D. Haas, Esq.
Executive Vice President Kenneth B. Tabach, Esq.
and Chief Executive Officer Elias, Matz, Tiernan & Herrick L.L.P.
Kenwood Bancorp, Inc. 734 15th Street, N.W.
7711 Montgomery Road Washington, D.C.
Cincinnati, Ohio 45236 (202) 347-0300
(513) 791-2834
(Name, address, and telephone number
of agent for service)
Page 1 of 11 pages
Index to Exhibits is located on page 4.
<PAGE>
CALCULATION OF REGISTRATION FEE
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
Common Stock,
par value 8,638(2) $5.14(3) $44,399(3) $13.45
$0.01
(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 Kenwood Bancorp, Inc. ("Company" or "Registrant") 1992 Stock
Incentive Plan ("Incentive Plan") and 1992 Directors' Stock Option Plan
(the "Directors 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 7,833 shares reserved for issuance pursuant to the
Incentive Plan and 805 shares reserved for issuance pursuant to the
Directors 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 7,833 shares of Common Stock which are
outstanding under the Incentive Plan and the options to purchase 805 shares
of Common Stock which are outstanding under the Directors Plan as of the
date hereof.
__________________________
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.
<PAGE>
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 30, 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 filed with the
Commission on June 21, 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.
<PAGE>
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.
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):
NO. EXHIBIT PAGE
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 Clark, Schaefer, Hackett & Co. E-3
23.3 Consent of Grant Thornton LLP E-4
24 Power of attorney for any subsequent --
amendments is located in the signature pages
99.1 1992 Stock Incentive Plan* --
99.2 1992 Directors' Stock Option Plan* --
* Incorporated by reference from the Company's Registration Statement on
Form S-1 (Commission File No. 333-2698) filed with the Commission on March
22, 1996, as amended.
<PAGE>
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.
<PAGE>
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 February 13, 1997.
KENWOOD BANCORP, INC.
By: /S/ THOMAS W. BURNS
-------------------
Thomas W. Burns
Executive Vice President and Chief
Financial 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 Thomas W. Burns 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.
/S/ ROBERT P. ISLER February 13, 1997
- -------------------
Robert P. Isler
President and Chairman of the Board
/S/ THOMAS W. BURNS February 13, 1997
- -------------------
Thomas W. Burns
Executive Vice President and Chief
Executive Officer (Principal Executive
and Financial Officer)
/S/ RICHARD C. KENT February 13, 1997
- -------------------
Richard C. Kent
Director
<PAGE>
/S/ DONALD G. ASHCRAFT February 13, 1997
- ----------------------
Donald G. Ashcraft
Director
/S/ P. LINCOLN MITCHELL February 13, 1997
- -----------------------
P. Lincoln Mitchell
Secretary and Director
/S/ JAMES N. MURPHY February 13, 1997
- -------------------
James N. Murphy
Director
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
-----
Telephone: (202) 347-0300
Facsimile: (202) 347-2172
April 15, 1997
Board of Directors
Kenwood Bancorp, Inc.
7711 Montgomery Road
Cincinnati, Ohio 45236
Re: Registration Statement on Form S-8
8,638 Shares of Common Stock
Gentlemen:
We are special counsel to Kenwood 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 7,833 shares of common
stock, par value $0.01 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 1992 Stock Incentive
Plan ("Incentive Plan") and 805 shares to be issued pursuant to the
Corporation's 1992 Directors' Stock Option Plan (the "Directors' Plan")
(the Incentive Plan and the Directors' Plan are referred to together as the
"Plans"). The Registration Statement also registers an indeterminate
number of additional shares which may be necessary under the Plans 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 Prospectuses, the Certificate of Incorporation and Bylaws of the
Corporation, the Plans, 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,
<PAGE>
Board of Directors
April 15, 1997
Page 2
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 Plans 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 Plans 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 Plans, when issued and sold
pursuant to the Plans 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 Prospectuses of the Plans 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/ JEFFREY D. HAAS
-------------------
Jeffrey D. Haas, a Partner
[CLARK, SCHAEFER, HACKETT & CO. LETTERHEAD]
CLARK, SCHAEFER, HACKETT & CO.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTS
As independent public accountants, we hereby consent to the use of our
report on the consolidated financial statements of Kenwood Bancorp Inc. as
of September 301, 996 and 1995, and for each of the years in the two year
period ended September 30, 1996, and to all references to our firm included
in or made a part of the Registration Statement.
CLARK, SCHAEFER, HACKETT & CO.
/s/ Clark, Schaefer, Hackett & Co.
Cincinnati, OH
February 12, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference of our report on the financial
statements of Kenwood Savings and Loan Association as of and for the year
ended September 30, 1994, as filed with the Securities and Exchange
Commission on Form S-8 on or about March 12, 1997.
GRANT THORNTON LLP
/s/ Grant Thornton LLP
Cincinnati, Ohio
March 10, 1997
