<PAGE>
As filed with the Securities and Exchange Commission on April 17, 1998.
Registration No. 333-34965
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BANK PLUS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-4571410
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4565 Colorado Boulevard, Los Angeles, California 90039
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(Address of Principal Executive Offices, Zip Code)
STOCK OPTION AND EQUITY INCENTIVE PLAN
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(Full title of the Plan)
Godfrey B. Evans Esq.
Executive Vice President, General Counsel and Corporate Secretary
Bank Plus Corporation
4565 Colorado Boulevard
Los Angeles, California 90039
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(Name and Address of Agent for Service)
(818) 549-3330
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PRICE PER OFFERING FEE
SHARE PRICE
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 750,000 $10.875 (4) $8,156,250 (4) $2,471.60 (5)
par value shares (2)(3)
========================================================================================
</TABLE>
(1) Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement also relates to 1,375,000 shares of Registrant's Common Stock,
$0.01 par value per share (the "Common Stock"), registered on Registration
Statement No. 333-16649 for which a Filing Fee of $3,550.89 was previously
paid.
(2) This Registration Statement also covers such indeterminable number of
additional shares of Common Stock as may become issuable to prevent
dilution in the event of stock splits, stock dividends or similar
transactions pursuant to the terms of the Plan.
(3) Represents shares of Common Stock to be issued by the Registrant under the
Plan pursuant to awards of stock options, restricted stock, deferred stock
units and deferred stock grants.
(4) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) based upon the prices of the Common Stock on the NASDAQ
National Market as reported on August 29, 1997.
(5) Previously paid.
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EXPLANATORY NOTE
This Post-effective Amendment No. 1 (the "Amendment") to the Registrant's
Form S-8 is being filed to include any shares of Common Stock to be issued by
the Registrant under the Plan pursuant to awards of stock options, restricted
stock, deferred stock units and deferred stock grants. The Form S-8 included
shares of common stock to be issued by the Registrant upon exercise of options
available for grant under the Plan, and this Amendment includes shares of Common
Stock to be issued under the Plan pursuant to awards of restricted stock,
deferred stock units and deferred stock grants as well.
2
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by Bank Plus with the Commission
are by this reference incorporated in and made a part of this Prospectus: (i)
the Company's (as defined below) Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, (ii) the description of Bank Plus' Common Stock
contained in Bank Plus' Registration Statement on Form 8-B filed on April 22,
1996; and (iii) all documents filed by Bank Plus pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the filing of a post-effective amendment which indicates that all
Securities offered hereby have been sold or which deregisters all Securities
then remaining unsold. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus 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 Prospectus.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents or into this Prospectus) will be
provided without charge to each person, including any beneficial owner, to whom
this Prospectus is delivered, upon a written or oral request to Bank Plus
Corporation, Attention: General Counsel, 4565 Colorado Boulevard, Los Angeles,
90039, telephone number (818) 549-3330.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Post-Effective Amendment No. 1 to Form S-8 by reference
from Bank Plus' Annual Report on Form 10-K for the year ended December 31, 1997
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report which is incorporated herein by reference and have been so
incorporated in reliance upon such report of such firm given upon their
authority as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997; and
(2) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed on April 22, 1996.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment indicating that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement and to be a
part hereof from the date of filing of such documents.
ITEM 8. EXHIBITS
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II-1
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4.1 Bank Plus Corporation Stock Option and Equity Incentive Plan, as
amended and restated as of February 26, 1997 (incorporated by
reference to Exhibit 4.1 of the Form S-8 filed by the Registrant
on September 4, 1997 (the "Form S-8"))
4.2 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 of the Form 8-B filed by the Registrant
on April 22, 1996 (the "Form 8-B"))
4.3 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 of the Form 8-B)
4.4 Indenture between Registrant and the Bank of New York, as
Trustee, relating to the 12% Senior Notes due July 18, 2007 of
Registrant (incorporated by reference to Exhibit 4.4 of the Form
S-8)
5.1 Opinion of Sullivan & Cromwell (incorporated by reference to
Exhibit 5.1 of the Form S-8)
23.1 Consent of Deloitte & Touche LLP with respect to the Annual
Report of the Registrant
23.3 Consent of Sullivan & Cromwell (included in Exhibit 5.1)
(incorporated by reference to Exhibit 5.1 of the Form S-8)
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;
(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
II-2
<PAGE>
filed by the Registrant pursuant to Section 13 or Section 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 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, 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, 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 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, 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 Los Angeles, State of California, on this 17th day of
April, 1998.
BANK PLUS CORPORATION
By: /s/ GODFREY B. EVANS
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Godfrey B. Evans,
Executive Vice President and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Godfrey B. Evans as his true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
foregoing, 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.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ * Chairman of the Board April 17, 1998
- ---------------------------
Gordon V. Smith
/s/ * Vice Chairman, President and April 17, 1998
- --------------------------- Chief Executive Officer
Richard M. Greenwood
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ * Director April 17, 1998
- ---------------------------
Norman Barker, Jr.
/s/ * Director Aptil 17, 1998
- ---------------------------
Waldo H. Burnside
/s/ * Director April 17, 1998
- ---------------------------
George Gibbs, Jr.
/s/ * Director April 17, 1998
- ---------------------------
Lilly V. Lee
/s/ * Director April 17, 1998
- ---------------------------
Mark Sullivan III
</TABLE>
* By: /s/ GODFREY B. EVANS
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Godfrey B. Evans
Attorney-in-fact
II-5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 Bank Plus Corporation Stock Option and Equity Incentive Plan, as
amended and restated as of February 26, 1997 (incorporated by
reference to Exhibit 4.1 of the Form S-8 filed by the Registrant on
September 4, 1997 (the "Form S-8"))
4.2 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 of the Form 8-B filed by the Registrant on
April 22, 1996 (the "Form 8-B"))
4.3 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of
the Form 8-B)
4.4 Indenture between Registrant and the Bank of New York, as Trustee,
relating to the 12% Senior Notes due July 18, 2007 of Registrant
(incorporated by reference to Exhibit 4.4 of the Form S-8)
5.1 Opinion of Sullivan & Cromwell (incorporated by reference to Exhibit
5.1 of the Form S-8)
23.1 Consent of Deloitte & Touche LLP with respect to the Annual Report
of the Registrant
23.3 Consent of Sullivan & Cromwell (included in Exhibit 5.1) (incorporated
by reference to Exhibit 5.1 of the Form S-8)
</TABLE>
II-6
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post Effective Amendment
No. 1 to Form S-8 of Bank Plus Corporation of our report dated February 13,
1998, appearing in the Annual Report on Form 10-K of Bank Plus Corporation for
the year ended December 31, 1997, and to the reference to Deloitte & Touche LLP
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
Deloitte & Touche LLP
Los Angeles, California
April 16, 1998
