As filed with the Securities and Exchange Commission on June 2, 1999
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 (I.R.S. Employer
of incorporation or Identification No.)
organization)
9920 Watson Road
St. Louis, Missouri 63126
(Address of principal executive offices)
EQUALITY BANCORP, INC.
1997 MANAGEMENT DEVELOPMENT AND RECOGNITION 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:
Lauralyn G. Bengel
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606-6473
(312) 258-5670
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Securities to be Registered Amount Maximum Maximum Amount of
to be Offering Aggregate Registration
Registered Price Per Share(1) Offering Price(1) Fee(1)
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 65,550 $8.75 $573,562.50 $160
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(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 $8.75, the
average of the high and low sales prices of the Common Stock
on the American Stock Exchange on May 28, 1999.
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 Forms 10-
KSB/A for the year ended March 31, 1998;
(b) The Registrant's Quarterly Reports on Form 10-QSB for the
quarters ended June 30, 1998, September 30, 1998 and
December 31, 1998; and
(c) The description of the Registrant's Common Stock contained
in its Registration Statement on Form S-1 (File No. 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
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.
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;
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.
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 May, 1999.
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.
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Signature Title Date
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<S> <C> <C>
/s/ Richard C. Fellhauer Chairman of the Board, President May 14, 1999
-------------------------- Chief Executive Officer and
Richard C. Fellhauer Director (Principal Executive Officer)
/s/ Michael A. Deelo Treasurer, Chief Financial Officer May 14, 1999
---------------------------- and Director (Principal Financial
Michael A. Deelo Officer and Principal Accounting
Officer)
/s/ LeRoy C. Crook Director May 14, 1999
---------------------------
LeRoy C. Crook
/s/ Kenneth J. Hrdlicka Director May 14, 1999
----------------------------
Kenneth J. Hrdlicka
/s/ Michael J. Walsh Director May 14, 1999
----------------------------
Michael J. Walsh
----------------------------- Director
Daniel C. Aubuchon
/c/ Stacey W. Braswell Director May 14, 1999
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Stacey W. Braswell
/s/ Berenice J. Mahacek Director May 14, 1999
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Berenice J. Mahacek
/s/ Charles J. Wolter Director May 14, 1999
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Charles J. Wolter
EXHIBIT INDEX
Exhibit
Number Exhibit
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5 Opinion of Schiff Hardin & Waite
23.1 Consent of KPMG 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)
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EXHIBIT 5
May 28, 1999
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 65,550 shares of common stock, $.01 par value per share, of
the Company (the "Common Stock") to be issued under the Equality
Bancorp, Inc. 1997 Management Development and Recognition 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
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Christopher J. Zinski
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Equality Bancorp, Inc.:
We consent to the use of our report, based on our audits and the
reports of other auditors, incorporated by reference herein.
/s/ KPMG LLP
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KPMG LLP
May 25, 1999
St. Louis, Missouri
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion of our report dated April 20, 1998,
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-8 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
May 25, 1999
St. Louis, Missouri
