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Registration No. 333-_____
Filed January 21, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GS Financial Corp.
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(Exact Name of Registrant as Specified in its Articles of Incorporation)
Louisiana 72-1341014
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(State of Incorporation) (I.R.S. Employer Identification No.)
3798 Veterans Memorial Boulevard
Metairie, Louisiana 70002
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(Address of Principal Executive Offices)
GS Financial Corp. 1997 Stock Option Plan
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(Full Title of the Plan)
Copies to:
Donald C. Scott Hugh T. Wilkinson, Esq.
President and Chief Executive Officer Elias, Matz, Tiernan & Herrick L.L.P.
GS Financial Corp. 734 15th Street, N.W.
3798 Veterans Memorial Boulevard Washington, D.C. 20005
Metairie, Louisiana 70002 (202) 347-0300
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(Name and Address of Agent For Service)
(504) 457-6220
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(Telephone Number, Including Area Code, of
Agent for Service)
Page 1 of 12 pages
Index to Exhibits is located on page 6.
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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
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<S> <C> <C> <C> <C>
Common Stock,
par value
$0.01 per
share 275,076 $17.1875(3) $4,727,868.70(3) $1,314.35
Common Stock,
par value
$0.01 per
share 68,774 $12.5313(4) $ 861,827.62(4) $ 239.59
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Total 343,850(2) $5,589,696.30 $1,554.00
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</TABLE>
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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 GS Financial Corp. ("Company" or "Registrant") 1997 Stock Option Plan
(the "Plan") as a result of a stock split, stock dividend or similar
adjustment of the outstanding common stock, par value $0.01 per share
("Common Stock"), of the Company.
(2) Represents shares currently reserved for issuance pursuant to the 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 275,076 shares of Common Stock which are outstanding
under the Plan as of the date hereof.
(4) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act. The
Proposed Maximum Offering Price Per Share for the 68,774 shares for which
stock options have not been granted under the Plan is equal to the average
of the high and low prices of the Common Stock of the Company on January 13,
1999 as reported on the National Association of Securities Dealers Automated
Quotation ("NASDAQ") National Market System.
__________________________
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.
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PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended ("Securities
Act"), and the Note to Part I on Form S-8.
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
December 31, 1997 filed with the Commission on March 30, 1998.
(b) All reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended ("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 as filed on March 21,
1997 (File No. 0-22269).
(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
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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.
Item 6. Indemnification of Directors and Officers.
In accordance with the Business Corporation law of the State of Louisiana,
Article 8 of the Registrant's Articles of Incorporation provides as follows:
"Article 8. Indemnification, etc. of Officers, Directors, Employees and Agents.
A. Personal Liability of Directors and Officers. A director or officer of
the Corporation shall not be personally liable for monetary damages for any
action taken, or any failure to take any action, as a director or officer except
to the extent that by law a director's or officer's liability for monetary
damages may not be limited.
B. Indemnification. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, including actions by or in the right of
the Corporation, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the full extent permissible under Louisiana law.
C. Advancement of Expenses. Reasonable expenses incurred by an officer,
director, employee or agent of the Corporation in defending an action, suit or
proceeding described in Section B of this Article 8 may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding if authorized by the board of directors (without regard to whether
participating members thereof are parties to such action, suit or proceeding),
upon receipt of an undertaking by or on behalf of such person to repay such
amount if it shall ultimately be determined that the person is not entitled to
be indemnified by the Corporation.
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D. Other Rights. The indemnification and advancement of expenses provided
by or pursuant to this Article 8 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, insurance or other agreement, vote of stockholders or
directors (regardless of whether directors authorizing such indemnification are
beneficiaries thereof) or otherwise, both as to actions in their official
capacity and as to actions in another capacity while holding an office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.
E. Insurance. The Corporation shall have the power to purchase and maintain
insurance or other similar arrangement on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture or other enterprise, against any
liability asserted against or incurred by him in any such capacity, or arising
out of his status as such, whether or not the Corporation would have the power
to indemnify him against such liability under the provisions of this Article 8.
F. Security Fund; Indemnity Agreements. By action of the Board of Directors
(notwithstanding their interest in the transaction), the Corporation may create
and fund a trust fund or other fund or form of self-insurance arrangement of any
nature, and may enter into agreements with its officers, directors, employees
and agents for the purpose of securing or insuring in any manner its obligation
to indemnify or advance expenses provided for in this Article 8.
G. Modification. The duties of the Corporation to indemnify and to advance
expenses to any person as provided in this Article 8 shall be in the nature of a
contract between the Corporation and each such person, and no amendment or
repeal of any provision of this Article 8, and no amendment or termination of
any trust or other fund or form of self-insurance arrangement created pursuant
to Section F of this Article 8, shall alter to the detriment of such person the
right of such person to the advance of expenses or indemnification related to a
claim based on an act or failure to act which took place prior to such amend-
ment, repeal or termination.
H. Proceedings Initiated by Indemnified Persons. Notwithstanding any other
provision of this Article 8, the Corporation shall not indemnify a director,
officer, employee or agent for any liability incurred in an action, suit or
proceeding initiated (which shall not be deemed to include counter-claims or
affirmative defenses) or participated in as an intervenor or amicus curiae by
the person seeking indemnification unless such initiation of or participation in
the action, suit or proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors in office."
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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 this Registration Statement on Form
S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):
No. Exhibit
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4 Common Stock Certificate.*
5 Opinion of Elias, Matz, Tiernan & Herrick 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 Laporte, Sehrt, Romig & Hand.
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement).
99 GS Financial Corp. 1997 Stock Option Plan**
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* Incorporated by reference from the Company's Registration Statement on
Form SB-2 (Commission File No. 333-18841) filed with the Commission on
December 26, 1996.
** Incorporated by reference from the Company's Proxy Statement on Schedule
14A filed with the Commission on September 16, 1997.
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
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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.
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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 State
- -ment to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Metairie, State of Louisiana, on this 19th day of January 1999.
GS FINANCIAL CORP.
By:/s/ Donald C. Scott
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Donald C. Scott
President, Chief Executive Officer
and Chairman of the Board
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 Donald C. Scott his or her 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.
Name Title Date
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/s/ Donald C. Scott President, Chief January 19, 1999
- ------------------------------ Executive Officer
Donald C. Scott and Chairman
of the Board
(principal executive
officer)
/s/ Kenneth B. Caldcleugh Director January 19, 1999
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Kenneth B. Caldcleugh
/s/ Stephen L. Cory Director January 19, 1999
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Stephen L. Cory
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/s/ Bradford A. Glazer Director January 19, 1999
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Bradford A. Glazer
/s/ J. Scott Key Director January 19, 1999
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J. Scott Key
/s/ Victor Kirschman Director January 19, 1999
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Victor Kirschman
/s/ Mannie D. Paine, Jr., M.D. Director January 19, 1999
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Mannie D. Paine, Jr., M.D.
/s/ Bruce A. Scott Executive Vice President January 19, 1999
- ------------------------------ and Director
Bruce A. Scott
/s/ Albert J. Zahn, Jr. Director January 19, 1999
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Albert J. Zahn, Jr.
/s/ Glenn R. Bartels Controller (principal January 19, 1999
- ------------------------------ financial and accounting
Glenn R. Bartels officer)
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Exhibit 5
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
January 21, 1999
Board of Directors
GS Financial Corp.
3798 Veterans Memorial Boulevard
Metairie, Louisiana 70002
Re: Registration Statement on Form S-8
343,850 Shares of Common Stock
Gentlemen:
We are special counsel to GS Financial Corp., a Louisiana 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 343,850 shares of common stock, par value
$0.01 per share ("Common Stock"), to be issued pursuant to the Corporation's
1997 Stock Option Plan (the "Plan") upon the exercise of stock options and/or
stock appreciation rights (referred to as "Option Rights"). The Registration
Statement also registers an indeterminate number of additional shares which may
be necessary under the Plan 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 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
Prospectus, the Amended and Restated Articles of Incorporation and Bylaws of the
Corporation, the Plan, 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 the opinions expressed herein. In addition,
we have assumed, without independent verification, the
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Board of Directors
January 21, 1999
Page 2
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
Plan will continue to be validly authorized on the dates the Common Stock is
issued pursuant to the Option Rights; (ii) on the dates the Option Rights are
exercised, the Option Rights granted under the terms of the Plan 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 Plan, when issued and sold pursuant to the Plan 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 Prospectus of the Plan 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/ Hugh T. Wilkinson
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Hugh T. Wilkinson, a Partner
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EXHIBIT 23.2
[Laporte, Sehrt, Romig & Hand Letterhead]
The Board of Directors
GS Financial Corp.:
We consent to incorporation by reference in the registration statement on Form
S-8 pertaining to the GS Financial Corp. 1997 Stock Option Plan of our report
dated February 17, 1998, relating to the consolidated statements of financial
condition of GS Financial Corp. as of December 31, 1997 and 1996, and the
related consolidated statements of income, shareholders' equity and cash flows
for each of the years in the three-year period ended December 31, 1997, which
report appears in the December 31, 1997 annual report on Form 10-K of GS
Financial Corp.
/s/ Laporte, Sehrt, Romig & Hand
Metairie, Louisiana
January 19, 1999
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