SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1999
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________________ to ________________
Commission file number 000-23667
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HOPFED BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 61-1322555
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2700 Fort Campbell Boulevard, Hopkinsville, KY 42240
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (270) 885-1171.
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The registrant's voting stock is traded on the Nasdaq Stock Market. The
aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the price ($11.25 per share) at which the
stock was sold on March 31, 2000, was approximately $41,614,819. For purposes of
this calculation, the term "affiliate" refers to all executive officers and
directors of the registrant and all stockholders beneficially owning more than
10% of the registrant's Common Stock.
As of the close of business on March 31, 2000, 3,993,592 shares of the
registrant's Common Stock were outstanding.
Documents Incorporated By Reference
Part II:
Annual Report to Stockholders for the year ended December 31, 1999.
Part III:
Portions of the definitive proxy statement for the 2000 Annual Meeting of
Stockholders.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) The following consolidated financial statements of the Company
included in the Annual Report to Stockholders for the year ended December 31,
1999, are incorporated herein by reference in Item 8 of this Report. The
remaining information appearing in the Annual Report to Stockholders is not
deemed to be filed as part of this Report, except as expressly provided herein.
1. Independent Auditor's Report.
2. Statements of Financial Condition - December 31, 1999 and 1998.
3. Statements of Income for the Years Ended December 31, 1999, 1998
and 1997.
4. Statements of Changes in Stockholders' Equity for the Years Ended
December 31, 1999, 1998 and 1997.
5. Statements of Cash Flows for the Years Ended December 31, 1999,
1998 and 1997.
6. Notes to Financial Statements.
(a)(2) All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore have
been omitted.
(a)(3) The following exhibits either are filed as part of this Report or
are incorporated herein by reference:
Exhibit No. 2. Plan of Conversion of Hopkinsville Federal Savings
Bank. Incorporated herein by reference to Exhibit No. 2 to
Registrant's Registration Statement on Form S-1 (File No. 333-30215).
Exhibit No. 3.1. Certificate of Incorporation. Incorporated herein by
reference to Exhibit No. 3.1 to Registrant's Registration Statement on
Form S-1 (File No. 333-30215).
Exhibit No. 3.2. Bylaws. Incorporated herein by reference to Exhibit
No. 3.2 to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
Exhibit No. 10.1. Employment Agreements by and between Hopkinsville
Federal Savings Bank and Bruce Thomas, Peggy R. Noel and Boyd M.
Clark. Incorporated herein by reference to Exhibit No. 10.1 to
Registrant's Registration Statement on Form S-1 (File No. 333-30215).
Exhibit No. 10.2. Employment Agreements by and between HopFed Bancorp,
Inc. and Bruce Thomas, Peggy R. Noel and Boyd M. Clark. Incorporated
herein by reference to Exhibit No. 10.2 to Registrant's Registration
Statement on Form S-1 (File No. 333-30215).
Exhibit No. 10.3. Employment Agreement Amendments by and between
Hopkinsville Federal Savings Bank and Bruce Thomas, Peggy R. Noel and
Boyd M. Clark. Incorporated herein by reference to Exhibit No. 10.3 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
Exhibit No. 10.4. Employment Agreement Amendments by and between
HopFed Bancorp, Inc. and Bruce Thomas, Peggy R. Noel and Boyd M.
Clark. Incorporated herein by reference to Exhibit 10.4 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
Exhibit No. 10.5. HopFed Bancorp, Inc. Management Recognition Plan.
Incorporated herein by reference to Exhibit 99.1 to Registration
Statement on Form S-8 (File No. 333-79391).
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Exhibit No. 10.6. HopFed Bancorp, Inc. 1999 Stock Option Plan.
Incorporated herein by reference to Exhibit 99.2 to Registration
Statement on Form S-8 (File No. 333-79391).
Exhibit No. 13. Annual Report to Stockholders
Except for those portions of the Annual Report to Stockholders for the
year ended December 31, 1999, which are expressly incorporated herein
by reference, such Annual Report is furnished for the information of
the Commission and is not to be deemed "filed" as part of this Report.
Exhibit No. 21. Subsidiaries of the Registrant
Exhibit No. 23. Consent of Independent Public Accountants
Exhibit No. 27. Financial Data Schedule (SEC use only)
(b) Current Report on Form 8-K dated November 17, 1999, reporting under
Item 5 the approval of a special cash dividend of $4.00 per share.
Current Report on Form 8-K dated December 15, 1999, reporting under
Item 5 the approval of the termination of the Employee Stock Ownership
Plan, effective December 31, 1999.
(c) Exhibits to this Form 10-K are attached or incorporated by reference
as stated above.
(d) None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
behalf by the undersigned, thereunto duly authorized.
HOPFED BANCORP, INC.
(Registrant)
Date: June 19, 2000 By: /s/ Boyd M. Clark
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Boyd M. Clark
Acting President
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