As filed with the Securities and Exchange Commission on January 2, 1998
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 AND SECURITY PLAN
(Full title of the plan)
RICHARD C. FELLHAUER
PRESIDENT AND CHIEF EXECUTIVE OFFICE
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:
LAURALYN G. BENGEL
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606-6473
(312) 258-5670
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<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee(1)
- -------------- ---------- -------- --------- -----------
<S> <C> <C> <C> <C>
Common Stock $.01 par value 25,000 $14.5625 $364,062.5 $111
Interests in the Plan (2) (2) (2) (2)
</TABLE>
(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 $14.5625, the average of the high and low sales
prices of the Common Shares on the American Stock Exchange on
December 29, 1997.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan
described herein for which no separate fee is required.
<PAGE> 3
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 Quarterly Reports on Form 10-QSB for the
quarters ended June 30, 1997 and September 30, 1997;
(b) The Registrant's Prospectus filed pursuant to Rule 424(b)(3) of
the Securities Act of 1933 on October 31, 1997; 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 and/or the
Equality Savings and Security Plan (the "Plan") 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
settlement actually and reasonably incurred by him or her in the defense
of any threatened, pending or completed action, suit or proceeding in
<PAGE> 4
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 7 hereof. The Registrant has received from the
Internal Revenue Service a determination that the Plan is qualified under
Section 401 of the Internal Revenue Code and will make all changes
required by the Internal Revenue Service in order to continue to so
qualify the Plan.
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
registration statement or any material change to such information in
the registration statement;
<PAGE> 5
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.
<PAGE> 6
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 12th day December, 1997.
EQUALITY BANCORP, INC.
By: /s/Richard C. Fellhauer
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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
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<S> <C> <C>
/s/Richard C. Fellhauer Chairman of the Board, President December 12, 1997
- --------------------------------- Chief Executive Officer and
Richard C. Fellhauer Director (Principal Executive Officer)
/s/Michael A. Deelo Treasurer, Chief Financial Officer December 12, 1997
- --------------------------------- and Director (Principal Financial
Michael A. Deelo Officer and Principal Accounting
Officer)
/s/LeRoy C. Crook Director December 12, 1997
- ---------------------------------
LeRoy C. Crook
<PAGE> 7
/s/Kenneth J. Hrdlicka Director December 12, 1997
- ---------------------------------
Kenneth J. Hrdlicka
/s/Michael J. Walsh Director December 12, 1997
- ---------------------------------
Michael J. Walsh
/s/Daniel C. Aubuchon Director December 12, 1997
- ---------------------------------
Daniel C. Aubuchon
/s/Stacey W. Braswell Director December 12, 1997
- ---------------------------------
Stacey W. Braswell
/s/Berenice J. Mahacek Director December 12, 1997
- ---------------------------------
Berenice J. Mahacek
/s/Charles J. Wolter Director December 12, 1997
- ---------------------------------
Charles J. Wolter
</TABLE>
<PAGE> 8
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Plan Administrator 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 December 12, 1997.
EQUALITY SAVINGS AND SECURITY PLAN
By: /s/Richard C. Fellhauer
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Richard C. Fellhauer
Plan Administrator
<PAGE> 9
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)
EXHIBIT 5
December 31, 1997
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
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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 25,000 shares of
common stock, $.01 par value per share of the Company (the "Common Stock"), to
be issued under the Equality Savings and Security Plan (the "Plan"). The
Registration Statement also covers an indeterminate amount of interests to be
issued under 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
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Christopher J. Zinski
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Equality Bancorp, Inc.:
We consent to the use of our report included in the Prospectus filed on
October 31, 1997 and incorporated by reference in the Registration Statement
on Form S-8.
In our opinion, based on our audits and the report of other auditors, the
consolidated financial statements of Equality Savings and Loan Association,
F.A. and subsidiaries present fairly, in all material respects, the financial
position as of March 31, 1997 and 1996, and the results of operations and cash
flows for each of the years in the three-year period ended March 31, 1997, in
conformity with generally accepted accounting principles.
/s/KMPG PEAT MARWICK LLP
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KPMG PEAT MARWICK LLP
St. Louis, Missouri
December 29, 1997
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
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RUBIN, BROWN, GORNSTEIN & CO., LLP
December 17, 1997
St. Louis, Missouri
