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As filed with the Securities and Exchange Commission on September 17, 1998
Registration No. 333-58471
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO THE
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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FIRSTFED AMERICA BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 6035 11-3333218
(State of Incorporation) (Primary Standard Classification (IRS Employer
Code Number) Identification No.)
ONE FIRSTFED PARK
SWANSEA MALL DRIVE
SWANSEA, MASSACHUSETTS 02777
(508) 235-1500
(Address, including zip code, and telephone number including area code,
of registrant's principal executive offices)
FIRSTFED AMERICA BANCORP, INC. 1997 STOCK-BASED INCENTIVE PLAN
(Full Title of the Plan)
COPIES TO:
ROBERT F. STOICO THOMAS P. HUTTON, ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER LAWRENCE M.F. SPACCASI, ESQ.
ONE FIRSTFED PARK MULDOON, MURPHY & FAUCETTE
SWANSEA MALL DRIVE 5101 WISCONSIN AVENUE, N.W.
SWANSEA, MASSACHUSETTS 02777 WASHINGTON, D.C. 20016
(508) 235-1500 (202) 362-0840
(Name, Address and Telephone Number of Agent for Service)
THIS AMENDED REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY
UPON FILING IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND 17 C.F.R. SS.230.462.
Number of Pages: 4
Exhibit Index on Page 2
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PART II INFORMATION REQUIRED IN THE 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 generally to the
Exhibit Table in Item 601 of Regulation S-K).
(a) List of Exhibits (filed herewith unless otherwise noted)
3.1 Certificate of Incorporation of the Registrant.1
3.2 Bylaws of the Registrant.1
4 Amendment to the FIRSTFED AMERICA BANCORP, INC. 1997 Stock-
Based Incentive Plan dated July 21, 1998.2
5 Opinion of Muldoon, Murphy & Faucette as to the legality of
the Common Stock registered hereby.3
23.1 Consent of Muldoon, Murphy & Faucette.3
23.2 Consent of KPMG Peat Marwick LLP.3
24 Powers of Attorney (contained on the signature pages).3
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1 Incorporated herein by reference from Exhibits 3.1 and 3.2,
respectively, contained in the Registration Statement on Form S-1
(SEC No. 333-12855), as amended and declared effective by the
Securities and Exchange Commission on November 12, 1996.
2 Incorporated herein by reference from appendix A of the Company's
proxy statement for the July 21, 1998 annual meeting of stockholders
filed with SEC on June 15, 1998.
3 Incorporated herein by reference from Exhibits 5, 23.1, 23.2 and 24,
respectively, contained in the Registration Statement on Form S-8
(SEC No. 333-58471) which was filed with the SEC and became
effective on July 2, 1998.
2
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SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Act of 1933, as amended,
FIRSTFED AMERICA BANCORP, INC. 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 amended registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Town of Swansea, Commonwealth
of Massachusetts, on September 17, 1998.
FIRSTFED AMERICA BANCORP, INC.
By: /s/ Robert F. Stoico
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Robert F. Stoico
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Stoico) constitutes and appoints Robert F. Stoico and Mr.
Stoico hereby constitutes and appoints Edward A. Hjerpe, III, as the true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to the Form S-8 registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and conforming 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 amended
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Robert F. Stoico President and Chief September 17, 1998
- -------------------------- Executive Officer
Robert F. Stoico (principal executive officer)
/s/ Edward A. Hjerpe, III Executive Vice President and September 17, 1998
- -------------------------- Chief Financial Officer
Edward A. Hjerpe, III (principal financial and
accounting officer)
3
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/s/ Gilbert C. Oliveira Director September 17, 1998
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Gilbert C. Oliveira
/s/ Thomas A. Rodgers, Jr. Director September 17, 1998
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Thomas A. Rodgers, Jr.
/s/ Richard W. Cederberg Director September 17, 1998
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Richard W. Cederberg
/s/ John S. Holden, Jr. Director September 17, 1998
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John S. Holden, Jr.
/s/ Paul A. Raymond, D.D.S. Director September 17, 1998
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Paul A. Raymond, D.D.S.
/s/ Anthony L. Sylvia Director September 17, 1998
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Anthony L. Sylvia
4
