Registration No. 333-6803 As filed with the Commission on December 30, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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First Allen Parish Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 72-1331593
(State of Incorporation) (IRS Employer Identification No.)
222 South 10th Street
Oakdale, Louisiana 71463
(Address of Principal Executive Offices and Zip Code)
---------------------------
First Allen Parish Bancorp, Inc. 1998 Stock Option and Incentive Plan
First Allen Parish Bancorp, Inc. Recognition and Retention Plan
(Full Title of the Plans)
Copies to:
Charles L. Galligan Robert I. Lipsher, Esquire
President and Chief Executive Officer Luse Lehman Gorman Pomerenk & Schick
First Allen Parish Bancorp, Inc. A Professional Corporation
222 South 10th Street 5335 Wisconsin Ave., N.W., #400
Oakdale, Louisiana 71463 Washington, D.C. 20015
(318) 335-2031 (202) 274-2000
(Name, Address and Telephone
Number 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|
<TABLE>
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered (1) Maximum Maximum Registration Fee
Offering Price Per Aggregate Offering
Share Price
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 26,450 shares (2) $23.57(3) $623,427 $--
Common Stock, par
value $.01 per share 10,580 shares (4) $18.25(3) $193,085 $--
Total 37,030 shares $816,512 $300
</TABLE>
<PAGE>
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(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 Allen Parish Bancorp, Inc. 1998 Stock Option and Incentive Plan
(the "1998 Stock Option Plan"), and the First Allen Parish Bancorp, Inc.
Recognition and Retention Plan (the "Recognition and Retention Plan") as
the result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of First Allen Parish Bancorp, Inc. pursuant to 17
C.F.R. ss. 230.416(a).
(2) Represents the number of shares currently reserved for issuance pursuant to
the 1998 Stock Option Plan. (3) Determined by the exercise price of $24.50
for the 22,483 options granted pursuant to Rule 457(h)(1) and the average
of the bid and asked prices of $18.25 for the other shares registered
pursuant to Rule 457(c) and (h)(1). (4) Represents the number of shares
currently reserved for issuance pursuant to the Recognition and Retention
Plan.
------------------------------------
This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.
2
<PAGE>
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
The documents containing the information specified in Part I of Form S-8
will be sent or given to participants in the First Allen Parish Bancorp, Inc.
1998 Stock Option and Incentive Plan and the First Allen Parish Bancorp, Inc.
Recognition and Retention Plan (collectively the "Plans") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II.
Item 3. Incorporation of Documents by Reference
The following documents previously or concurrently filed by First Allen
Parish Bancorp, Inc. (the "Company") with the Commission are hereby incorporated
by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997 (File No. 0- 21165) filed pursuant to Rule 13a-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) all other reports filed by the Company pursuant to Section 12 or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to above;
(c) the Company's definitive Proxy Statement for its Annual Meeting of
Stockholders held on April 30, 1998;
(d) the description of the common stock, par value $.01 per share, of the
Company contained in the Company's Registration Statement on Form SB-2
(File No. 333-6803) filed with the Commission on June 25, 1996 and all
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission
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 hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
Prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein 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 and the Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to Charles
L. Galligan, President and Chief Executive Officer, First Allen Parish Bancorp,
Inc., 222 South 10th Street, Oakdale, Louisiana 71463, telephone number (318)
335-2031.
All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
Item 4. Description of Securities
Not applicable.
3
<PAGE>
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Article ELEVENTH of the Registrant's Certificate of
Incorporation provides for the following indemnification for Directors and
Officers.
ELEVENTH: 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 or officer of another corporation, including, without
limitation, any Subsidiary (as defined in Article EIGHTH herein), 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 or officer or
in any other capacity while serving as a director or officer, 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
ELEVENTH 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 an "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, service 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 ELEVENTH shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director or officer 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 ELEVENTH 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 also be
entitled to be paid the expense 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 applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit.
4
<PAGE>
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 ELEVENTH or otherwise shall be on
the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article ELEVENTH 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
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 a
majority vote of the Disinterested 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 with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.
Item 7. Exemption From Registration Claimed.
Not applicable.
5
<PAGE>
Item 8. List of Exhibits.
<TABLE>
Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
- -------------- -------- ----------------------------
<S> <C> <C>
3.1 Certificate of Incorporation of First Allen Parish Bancorp, Inc. *
3.2 Bylaws of First Allen Parish Bancorp, Inc. *
4 Specimen form of common stock certificate
of First Allen Parish Bancorp, Inc. *
5 Opinion of Luse Lehman Gorman Pomerenk
& Schick, P.C. Attached as Exhibit 5
10.1 First Allen Parish Bancorp, Inc. 1998 Stock Option **
and Incentive Plan
10.2 First Allen Parish Bancorp, Inc. Recognition and Retention Plan **
23.1 Consent of Luse Lehman Gorman Pomerenk
& Schick, P.C. Contained in Exhibit 5
23.2 Consent of Kolder, Champagne, Slaven Attached as Exhibit 23.2
& Rainey, LLC
24 Power of Attorney Contained on Signature Page
</TABLE>
* Filed as exhibits to the Registrant's Registration Statement on Form SB-2
(File No. 333-6803) filed with the Commission on June 25, 1996 pursuant to
Section 5 of the Securities Act of 1933 and all amendments thereto or
reports filed for the purpose of updating such description. All of such
previously filed documents are hereby incorporated herein by reference in
accordance with Item 601 of Regulation S-K.
** Filed as exhibits to the Registrant's Proxy Statement relating to the
Registrant's April 30, 1998 annual meeting of stockholders, filed with the
Commission on March 31, 1998, which is incorporated herein by reference.
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 to include any material
information with respect to the Registration Statement not previously disclosed
in this Registration Statement or any material change to such information in
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
1998 Stock Option and Incentive Plan and the Recognition and Retention Plan; and
6
<PAGE>
4. 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 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. 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 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.
7
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the
Common Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick,
A Professional Corporation (contained in the opinion
included as Exhibit 5)
23.2 Consent of Kolder, Champagne, Slaven & Rainey, LLC
8
<PAGE>
SIGNATURES
The Registrant. 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 Oakdale, State of Louisiana, on this 28th day of
December, 1998.
First Allen Parish Bancorp, Inc.
---------------------------------------------
By: /s/ Charles L. Galligan
Charles L. Galligan
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of First Allen Parish Bancorp,
Inc. (the "Company") hereby severally constitute and appoint Charles L. Galligan
as our true and lawful attorney and agent, to do any and all things in our names
in the capacities indicated below which said Charles L. Galligan may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration statement on Form S-8,
including specifically, but not limited to, power and authority to sign for us
in our names in the capacities indicated below the registration statement and
any and all amendments (including post-effective amendments) thereto; and we
hereby approve, ratify and confirm all that said Charles L. Galligan shall do or
cause to be done by virtue thereof.
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.
By: /s/ Charles L. Galligan By: /s/ James E. Riley
-------------------------- ------------------------
Charles L. Galligan, President and James E. Riley, Director
Chief Executive Officer
(Principal Executive Officer)
Date: December 28, 1998 Date: December 28, 1998
By: /s/ Betty Jean Parker By: /s/ Leslie A. Smith
-------------------------- ------------------------
Betty J. Parker, Treasurer Leslie A. Smith,
(Principal Accounting Corporate Secretary and
and Financial Officer) Director
Date: December 28, 1998 Date: December 28, 1998
By: /s/ Dr. James D. Sandefur By: /s/ J. C. Smith
-------------------------- ------------------------
Dr. James D. Sandefur, J. C. Smith, Director
Chairman of the Board
Date: December 28, 1998 Date: December 28, 1998
By: /s/ Jesse Boyd, Jr.
--------------------------
Jesse Boyd, Jr., Director
Date: December 28, 1998
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]
December 28, 1998 (202) 274-2000
Board of Directors
First Allen Parish Bancorp, Inc.
222 South 10th Street
Oakdale, Louisiana 71463
Re: First Allen Parish Bancorp, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the offer and sale of First Allen Parish Bancorp, Inc. (the
"Company") common stock, par value $.01 per share (the "Common Stock"), pursuant
to the First Allen Parish Bancorp, Inc. 1998 Stock Option and Incentive Plan and
the First Allen Parish Bancorp, Inc. Recognition and Retention Plan (the
"Plans"). We have reviewed the Company's Certificate of Incorporation,
Registration Statement on Form S-8 (the "Form S-8"), as well as applicable
statutes and regulations governing the Company and the offer and sale of the
Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock, when sold in
connection with the exercise of options granted pursuant to the Plans, will
be legally issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in
connection with the preparation and filing of the Form S-8, and should not
be used for any other purpose or relied upon by any other person without
the prior written consent of this firm. We hereby consent to the use of
this opinion in the Form S-8.
Very truly yours,
/s/ Luse Lehman Gorman Pomerenk & Schick
---------------------------------------------
LUSE LEHMAN GORMAN POMERENK & SCHICK
A Professional Corporation
[LETTERHEAD OF KOLDER, CHAMPAGNE, SLAVEN & RAINEY, LLC]
Accountant's Consent
--------------------
The Board of Directors
First Allen Parish Bancorp, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of our report dated January 29, 1998, relating to the consolidated
statements of financial condition of First Allen Parish Bancorp, Inc. and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the years
in the two-year period ended December 31, 1997, which report appears in the
December 31, 1997 annual report on Form 10-KSB of First Allen Parish Bancorp,
Inc.
/s/ Kolder, Champagne, Slaven & Rainey, LLC
-------------------------------------------
KOLDER, CHAMPAGNE, SLAVEN, RAINEY,LLC
Lafayette, Louisiana
December 28, 1998
