<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HAMILTON BANCORP INC.
(Exact name of registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
FLORIDA 6712 65-0149935
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
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3750 N.W. 87TH AVENUE
MIAMI, FLORIDA 33178
(305) 717-5613
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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EDUARDO A. MASFERRER
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
HAMILTON BANCORP INC.
3750 N.W. 87TH AVENUE
MIAMI, FLORIDA 33178
(305) 717-5613
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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WITH COPIES TO:
<TABLE>
<S> <C>
ROBERT L. GROSSMAN, ESQ. LEE MEYERSON, ESQ.
GREENBERG, TRAURIG, HOFFMAN, SIMPSON THACHER & BARTLETT
LIPOFF, ROSEN & QUENTEL, P.A. 425 LEXINGTON AVENUE
1221 BRICKELL AVENUE NEW YORK, NEW YORK 10017
MIAMI, FLORIDA 33131 (212) 455-2000
(305) 579-0500
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE CHART
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE FEE
<S> <C> <C> <C> <C>
Common Stock..................... 460,000 shares $15.50 $7,130,000 $2,161(1)
</TABLE>
(1) The registration fee has been calculated in accordance with Rule 457(a)
under the Securities Act of 1933.
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. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. /X/ 333-20435
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION ON FORM S-1, FILE NO. 333-20435.
This Registration Statement on Form S-1 is being filed by Hamilton Bancorp,
Inc. (the "Registrant") pursuant to Rule 462(b) promulgated under the Securities
Act of 1933, as amended. The Registrant hereby incorporates by reference into
this Registration Statement the contents of the Registrant's Registration
Statement on Form S-1 (File No. 333-20435) declared effective on March 25, 1997
by the Securities and Exchange Commission (the "Commission") including each of
the documents filed by the Registrant with the Commission therein.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Miami, State of Florida,
on March 25, 1997.
HAMILTON BANCORP INC.
By: /s/ EDUARDO A. MASFERRER
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Eduardo A. Masferrer
Chairman of the Board,
President and Chief Executive 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ EDUARDO A. MASFERRER Chairman of the Board, President and Chief
---------------------------- Executive Officer (principal executive officer) March 25, 1997
Eduardo A. Masferrer
/s/ MARIA FERRER-DIAZ Senior Vice President, Finance and Controller
---------------------------- (principal accounting officer) March 25, 1997
Maria Ferrer-Diaz
/s/ MAURA A. ACOSTA*
---------------------------- Executive Vice President and Director March 25, 1997
Maura A. Acosta
/s/ WILLIAM ALEXANDER*
---------------------------- Director March 25, 1997
William Alexander
---------------------------- Director
Virgilo E. Sosa, Jr.
</TABLE>
<TABLE>
<S> <C> <C>
*By: /s/ EDUARDO A. MASFERRER March 25, 1997
----------------------------
Eduardo A. Masferrer
Attorney-in-fact
</TABLE>
II-1
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<C> <S> <C>
1.1 Proposed form of Underwriting Agreement(1)
3.1 Registrant's Amended and Restated Articles of Incorporation(1)
3.2 Registrant's Amended and Restated Bylaws(1)
4.1 Form of Common Stock certificate(1)
5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. as to the validity
of the Common Stock being registered *
10.1 Registrant's 1993 Stock Option Plan, as amended(1)
10.2 Lease Agreement, dated December 20, 1996, by and between Hamilton Bank, N.A. and System
Realty Twelve, Inc. regarding the Registrant's corporate headquarters(1)
21.1 Subsidiaries of the Registrant(1)
23.1 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. (to be included in
its opinion to be filed as Exhibit 5.1) *
23.2 Consent of Deloitte & Touche LLP*
23.3 Consent of Juan Miguel Capurro(1)
23.4 Consent of William Bickford(1)
23.5 Consent of Thomas Gaffney(1)
24.1 Reference is made to the Signatures section of this Registration Statement for the Power
of Attorney(1)
</TABLE>
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(1) Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (Registration No. 333-20435).
* Filed herewith.
<PAGE>
EXHIBIT 5.1
March 25, 1997
Hamilton Bancorp Inc.
3750 N.W. 87th Avenue
Miami, Florida 33178
Re: Hamilton Bancorp Inc.--Registration Statement on Form S-1 filed Pursuant
to Section 462(b) of the Securities Act of 1933
Gentlemen:
We have acted as counsel to Hamilton Bancorp Inc., a Florida corporation
(the "Company"), in connection with the preparation and filing of the
above-referenced Registration Statement on Form S-1 (the "Registration
Statement") relating to the sale by the Company of up to 460,000 shares (the
"Shares") of the Company's Common Stock, par value $0.01 per share (the "Common
Stock"). Our opinion has been requested with respect to certain matters in
connection with the filing of the Registration Statement.
In connection with this opinion, we have examined and relied upon copies of
(i) the Company's Amended and Restated Articles of Incorporation and Bylaws,
(ii) resolutions of the Board of Directors of the Company authorizing the
offering and the issuance of the Shares to be sold by the Company and related
matters; (iii) the Registration Statement and all exhibits thereto; and (iv)
such other documents and instruments as we have deemed necessary for the
expression of opinions herein contained. In making the foregoing examinations,
we have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals, and the conformity to original documents
of all documents submitted to us as certified or photostatic copies. As to
various questions of fact material to this opinion, we have relied, to the
extent we deemed reasonably appropriate, upon representations or certificates of
officers or directors of the Company, without independently verifying the
accuracy of such documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that the Shares
have been duly and validly authorized and, when issued and delivered in
accordance with the terms of the Underwriting Agreement filed as Exhibit 1.1 to
the Company's Registration Statement on Form S-1 (Registration No. 333-20435),
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and prospectus comprising a part of the Registration
Statement. In giving such consent, we do not thereby admit that we are included
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations promulgated thereunder.
Sincerely,
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
By: /s/ Robert L. Grossman.
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Hamilton Bancorp Inc. on Form S-1 of our report dated January 31, 1997 (March
17, 1997 as to the completion of the Reorganization described in Note 15),
appearing in the Prospectus, which is part of Hamilton Bancorp Inc.'s
Registration Statement No. 333-20435, and to the reference to us under the
headings "Selected Consolidated Financial Data" and "Experts" in such
Prospectus.
DELOITTE & TOUCHE LLP
Miami, Florida
March 26, 1997
