As filed with the Securities and Exchange Commission
on September 9, 1998
Registration No. 333-________
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
Registration Statement
Under
The Securities Act of 1933
_________________________
EQUALITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1785126
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9920 Watson Road
St. Louis, Missouri 63126
(Address of principal executive offices)
EQUALITY SAVINGS & LOAN ASSOCIATION
1993 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
Richard C. Fellhauer
President and Chief Executive Officer
Equality Bancorp, Inc.
9920 Watson Road
St. Louis, Missouri 63126
(Name and address of agent for service)
(314) 965-7090
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
Christopher J. Zinski
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606-6473
(312) 258-5548
_________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE PRICE PER OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE(1)
------------------------------------ ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 112,951 $13 $1,468,363 $434
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the
Securities Act of 1933, as amended, based on $13, the
average of the high and low sales prices of the Common
Shares on the American Stock Exchange on September 4, 1998.
/TABLE
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Equality
Bancorp, Inc. (the "Registrant") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K and Form 10-
KSB/A for the year ended March 31, 1998;
(b) The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1998; and
(c) The description of the Registrant's Common Stock contained
in its Registration Statements on Form S-1 (File Nos. 333-
30469 and 333-38287).
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, 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 herein and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is empowered by Section 145 of the Delaware
General Corporation Law, subject to the procedures and limitations
stated therein, to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in the defense of any
threatened, pending or completed action, suit or proceeding in which
such person is made a party by reason of his or her being or having
been a director, officer, employee or agent of the Registrant, or
serving or having served at the request of the Registrant as a
director, officer, employee or agent of another enterprise. The
statute provides that this indemnification is not exclusive of other
rights of indemnification to which a person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
The Certificate of Incorporation and Bylaws of the Registrant
provide, subject to certain procedures and limitations stated therein,
that the Registrant shall indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in
<PAGE>
settlement actually and reasonably incurred by him or her in the
defense of any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his or
her being or having been a director or officer of the Registrant and
serving or having served at the request of the Registrant as a
director, officer, employee or agent of another enterprise. The
indemnification is not exclusive of other rights of indemnification to
which a person may be entitled under any statute, bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise.
The Registrant maintains an insurance policy under which its
officers and directors are insured, within the limits and subject to
the limitations of the policy, against certain losses arising from any
claim or claims made against them in their respective capacities of
directors or officers. The policy also provides for reimbursement to
the Registrant for any indemnification of officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement on page 6 hereof.
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 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;
provided, however, that any increase or decrease in volume of
securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
4
<PAGE>
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 registration statement is on Form S-3, Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 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.
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.
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.
5
<PAGE>
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 St. Louis,
State of Missouri, on this 14th day August, 1998.
EQUALITY BANCORP, INC.
By: /s/ Richard C. Fellhauer
------------------------------------
Richard C. Fellhauer
Chairman, President, Chief
Executive Officer and Director
Each person whose signature appears below hereby constitutes and
appoints Richard C. Fellhauer and Michael A. Deelo, and each of them,
the true and lawful attorneys-in-fact and agents of the undersigned,
with full power of substitution and resubstitution, for and in the
name, place and stead of the undersigned, in any and all capacities,
to sign any and 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, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them,
or their 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 by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Richard C. Fellhauer Chairman of the Board, August 14, 1998
---------------------------- President Chief Executive
Richard C. Fellhauer Officer and Director
(Principal Executive Officer)
/s/ Michael A. Deelo Treasurer, Chief Financial August 14, 1998
---------------------------- Officer and Director
Michael A. Deelo (Principal Financial Officer
and Principal Accounting
Officer)
6
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ LeRoy C. Crook Director August 14, 1998
----------------------------
LeRoy C. Crook
/s/ Kenneth J. Hrdlicka Director August 14, 1998
----------------------------
Kenneth J. Hrdlicka
/s/ Michael J. Walsh Director August 14, 1998
----------------------------
Michael J. Walsh
/s/ Daniel C. Aubuchon Director August 14, 1998
----------------------------
Daniel C. Aubuchon
/s/ Stacey W. Braswell Director August 14, 1998
----------------------------
Stacey W. Braswell
/s/ Berenice J. Mahacek Director August 14, 1998
---------------------------
Berenice J. Mahacek
/s/ Charles J. Wolter Director August 14, 1998
----------------------------
Charles J. Wolter
</TABLE>
7
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
------- -------
5 Opinion of Schiff Hardin & Waite
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Rubin, Brown, Gornstein & Co. LLP
23.3 Consent of Schiff Hardin & Waite (contained in
its opinion filed as Exhibit 5)
24 Powers of Attorney (as set forth in the signature
pages hereto)
8
EXHIBIT 5
---------
September 9, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Equality Bancorp, Inc. -- Registration of
Common Stock, Par Value $.01 Per Share, on Form S-8
---------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Equality Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the Company's filing
of a Registration Statement on Form S-8 (the "Registration Statement")
covering 112,951 shares of common stock, $.01 par value per share, of
the Company (the "Common Stock") to be issued under the Equality
Savings & Loan Association 1993 Stock Option and Incentive Plan (the
"Plan").
In this connection we have made such investigation and have
examined such documents as we have deemed necessary in order to enable
us to render the opinion contained herein.
Based on the foregoing, it is our opinion that the shares of
Common Stock, when issued in accordance with the terms of the Plan,
and pursuant to the Registration Statement, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By:/s/ Christopher J. Zinski
-------------------------------
Christopher J. Zinski
EXHIBIT 23.1
------------
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Equality Bancorp, Inc.:
We consent to the use of our report dated May 8, 1998, relating to the
consolidated balance sheets of Equality Bancorp, Inc. and subsidiaries
as of March 31, 1998 and 1997, and the related consolidated statements
of income, stockholders' equity, cash flows, and comprehensive income
for each of the years in the three-year period ended March 31, 1998,
which report appears in the March 31, 1998 annual report on Form 10-K
and Form 10-KSB/A of Equality Bancorp, Inc. and subsidiaries.
In our opinion, based on our audits and the report of other auditors,
the consolidated financial statements of Equality Bancorp, Inc. and
subsidiaries present fairly, in all material respects, the financial
position as of March 31, 1998 and 1997, and the results of their
operations, their cash flows, and their comprehensive income for each
of the years in the three-year period ended March 31, 1998, in
conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
-----------------------------------
KPMG PEAT MARWICK LLP
St. Louis, Missouri
August 31, 1998
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion of our report dated April 10, 1997,
with respect to the financial statements of Equality Mortgage
Corporation, included in the Prospectus forming a part of Equality
Bancorp, Inc.'s Registration Statement on Form S-1 and to all
references to our firm included in this Registration Statement.
/s/ Rubin, Brown, Gornstein & Co., LLP
----------------------------------------
RUBIN, BROWN, GORNSTEIN & CO., LLP
August 31, 1998
St. Louis, Missouri
