Registration No. 333-________
As filed with the Securities
and Exchange Commission on
May 14, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Pocahontas Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 71-0806097
(State of Incorporation) (IRS Employer Identification No.)
203 West Broadway
Pocahontas, Arkansas 72455
(Address of Principal Executive Offices)
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Pocahontas Federal Savings and Loan Association
1994 Incentive Stock Option Plan
Pocahontas Federal Savings and Loan Association
1994 Stock Option Plan
for Outside Directors
Pocahontas Federal Savings and Loan Association
1994 Recognition and Retention Plan for Employees
Pocahontas Federal Savings and Loan Association
1994 Recognition and Retention Plan for Outside Directors
(Full Title of the Plans)
Copies to:
Skip Martin Robert B. Pomerenk, Esquire
President and Chief Executive Officer Edward A. Quint, Esquire
Pocahontas Bancorp, Inc. Luse Lehman Gorman Pomerenk & Schick
203 West Broadway A Professional Corporation
Pocahontas, Arkansas 72455 5335 Wisconsin Ave., N.W., #400
(870) 892-4595 Washington, D.C. 20015
(202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)
------------------------
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.
/X/
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 150,416(2) $2.48(3) $373,032 $110
Common Stock, par
value $.01 per share 60,170(4) $2.48(3) $149,223 $44
Common Stock, par
value $.01 per share 6,882(5) $10.00(3) $68,812 $20
</TABLE>
______________
(1) Together with an indeterminate number of additional shares
which may be necessary to adjust the number of shares reserved
for issuance pursuant to the Pocahontas Federal Savings and Loan
Association 1994 Incentive Stock Option Plan (the "1994 Incentive
Plan"), the Pocahontas Federal Savings and Loan Association 1994
Stock Option Plan for Outside Directors (the "1994 Directors
Plan"), the Pocahontas Federal Savings and Loan Association 1994
Recognition and Retention Plan for Employees (the "1994 Employees
Plan") and the Pocahontas Federal Savings and Loan Association
1994 Recognition and Retention Plan for Outside Directors (the
"1994 Outside Directors Plan" and collectively, the "Plans") as
the result of a stock split, stock dividend or similar adjustment
of the outstanding Common Stock pursuant to 17 C.F.R. Section
230.416(a).
(2) Represents the number of shares currently reserved for
issuance pursuant to the 1994 Incentive Plan.
(3) Determined by the exercise price of the options pursuant to
17 C.F.R. Section 230.457(h)(1).
(4) Represents the number of shares currently reserved for
issuance pursuant to the 1994 Directors Plan.
(5) Represents the number of shares currently reserved for
issuance pursuant to the 1994 Outside Directors Plan.
-------------------------------
This Registration Statement shall become effective upon
filing in accordance with Section 8(a) of the Securities Act of
1933 and 17 C.F.R. Section 230.462.
<PAGE>
PART I.
Items 1 and 2. Plan Information and Registrant Information and
Employee Plan Annual Information
This Registration Statement relates to the registration of
(i) 150,416 shares of Common Stock reserved for issuance and
delivery upon the exercise of options under the 1994 Incentive
Plan; (ii) 60,170 shares of Common Stock reserved for issuance
and delivery upon the exercise of options under the 1994
Directors Plan; (iii) 6,882 shares of Common Stock reserved for
issuance and delivery upon grants under the 1994 Outside
Directors Plan. Documents containing the information required by
Part I of the Registration Statement have been or will be sent or
given to participants in the 1994 Incentive Plan, the 1994
Directors Plan, the 1994 Employees Plan, and the 1994 Outside
Directors Plan, as appropriate, as specified by Securities Act
Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange Commission (the "Commission" or "SEC") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 in reliance on Rule
428.
PART II.
Item 3. Incorporation of Documents by Reference
All documents filed by the Company pursuant to Sections
13(a) and (c), 14 or 15(d) of the Exchange Act after the date
hereof and 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 to be incorporated by reference into this registration
statement and be part hereof from the date of filing of such
documents. Any statement contained in this Registration
Statement, or in a document incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein, or in any other subsequently filed document which also is
incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
The following documents filed or to be filed with the
Commission are incorporated by reference in this Registration
Statement:
(a) The Company's Prospectus filed pursuant to Rule 724(b)
under the Securities Act of 1933 on March 5, 1998 and the audited
financial statements in the Company's Registration Statement on
Form S-1 (Commission File No. 333-43143) filed by the Company
under the Securities Act of 1933 with the SEC on December 23,
1997, as amended on January 16, 1998, February 3, 1998, February
6, 1998, February 10, 1998 and February 11, 1998, and
incorporated by reference to the Registration Statement on Form
8-A filed by the Company under the Securities Exchange Act of
1934 on March 30, 1998.
(c) The description of Common Stock contained in the
Registration Statement on Form S-1 (Commission File No. 333-
43143) filed by the Company under the Securities Act of 1933 with
the SEC on December 23, 1997, as amended on January 16, 1998,
February 3, 1998, February 6, 1998, February 10, 1998 and
February 11, 1998, and incorporated by reference to the
Registration Statement on Form 8-A filed by the Company under the
Securities Exchange Act of 1934 on March 30, 1998.
Item 4. Description of Securities
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Directors and officers of the Registrant are indemnified and
held harmless against liability to the fullest extent permissible
by the general corporation law of Delaware as it currently exists
or as it may be amended, provided any such amendment provides
broader indemnification provisions than currently exists. This
indemnification applies to the directors who administer the 1994
Incentive Plan, the 1994 Directors Plan, the 1994 Employees Plan,
and the 1994 Outside Directors Plan.
The terms of the indemnification are set forth in the
Registrant's Certificate of Incorporation. The indemnification
applies unless the director did not meet the standards of conduct
which make it permissible under the general corporation law of
Delaware for the Registrant to indemnify the director for the
amount claimed, but the burden of proving such defense is on the
Registrant.
The Registrant is also permitted under the Certificate of
Incorporation to maintain directors' and officers' liability
insurance covering its directors and officers and has obtained a
directors' and officers' liability and corporation reimbursement
policy which (subject to certain limitations and deductibles) (i)
insures officers and directors of the Registrant against loss
arising from certain claims made against them by reason of their
being such directors or officers; and (ii) insures the Registrant
against loss which it may be required or permitted to pay as
indemnification to its directors and officers for certain claims.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Registrant, the Registrant has been
informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
<PAGE>
Item 8. List of Exhibits.
The exhibit index immediate precedes the attached exhibits.
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 to include any material information with respect to the
Registration Statement not previously disclosed in this
Registration Statement or any material change to such information
in this 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 1994 Incentive Plan, the
1994 Directors Plan, the 1994 Employees Plan, and the 1994
Outside Directors Plan; and
4. 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 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.
5. 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>
EXHIBIT INDEX
Exhibit Description
Number
4.1 Pocahontas Federal Savings and Loan Association 1994
Incentive Stock Option Plan (Incorporated by reference
from the Company's Registration Statement on Form S-1
(Commission File No. 333-43143) filed by the Company
under the Securities Act of 1933 with the SEC on
December 23, 1997, as amended on January 16, 1998,
February 3, 1998, February 6, 1998, February 10, 1998
and February 11, 1998)
4.2 Pocahontas Federal Savings and Loan Association 1994
Stock Option Plan for Outside Directors (Incorporated
by reference from the Company's Registration Statement
on Form S-1 (Commission File No. 333-43143) filed by
the Company under the Securities Act of 1933 with the
SEC on December 23, 1997, as amended on January 16,
1998, February 3, 1998, February 6, 1998, February 10,
1998 and February 11, 1998)
4.3 Pocahontas Federal Savings and Loan Association 1994
Recognition and Retention Plan for Employees
(Incorporated by reference from the Company's
Registration Statement on Form S-1 (Commission File No.
333-43143) filed by the Company under the Securities
Act of 1933 with the SEC on December 23, 1997, as
amended on January 16, 1998, February 3, 1998, February
6, 1998, February 10, 1998 and February 11, 1998)
4.4 Pocahontas Federal Savings and Loan Association 1994
Recognition and Retention Plan for Outside Directors
(Incorporated by reference from the Company's
Registration Statement on Form S-1 (Commission File No.
333-43143) filed by the Company under the Securities
Act of 1933 with the SEC on December 23, 1997, as
amended on January 16, 1998, February 3, 1998, February
6, 1998, February 10, 1998 and February 11, 1998)
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the
Common Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation (contained in the opinion
included as Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
<PAGE>
SIGNATURES
The Registrant. 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
Pocahontas, State of Arkansas, on this 8th day of April, 1998.
Pocahontas Bancorp, Inc.
By:---------------------------
Skip Martin, 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 date indicated.
By: --------------------------- By: --------------------------
Skip Martin James A. Edington
President, Chief Executive Executive Vice President
Officer (Principal Executive and Director
Officer)
Date: May 14, 1998 Date: May 14, 1998
By: --------------------------- By: --------------------------
Dwayne Powell, Senior Vice Ralph P. Baltz, Chairman
President and Chief Financial
Officer (Principal Financial
and Accounting Officer)
Date: May 14, 1998 Date: May 14, 1998
By: --------------------------- By: --------------------------
N. Ray Campbell, Director Charles R. Ervin, Director
Date: May 14, 1998 Date: May 14, 1998
By: --------------------------- By: --------------------------
Robert Rainwater, Director Marcus Van Camp, Director
Date: May 14, 1998 Date: May 14, 1998
<PAGE>
EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK
<PAGE>
May 14, 1998
Board of Directors
Pocahontas Bancorp, Inc.
203 West Broadway
Pocahontas, Arkansas 72455
Re: Pocahontas Bancorp, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain
matters in connection with the offer and sale of Pocahontas
Bancorp, Inc. (the "Company") common stock, par value $.01 per
share (the "Common Stock"), pursuant to the 1994 Incentive Plan,
the 1994 Directors Plan, the 1994 Employees Plan, and the 1994
Outside Directors Plan (together, the "Plans"). We have reviewed
the Company's Certificate of Incorporation, Registration
Statement on Form S-8 (the "Form S-8"), as well as applicable
statutes and regulations governing the Company and the offer and
sale of the Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock,
when sold in connection with the exercise of options granted
pursuant to the Plans, will be legally issued, fully paid and
non-assessable.
This opinion has been prepared solely for the use of the
Company in connection with the preparation and filing of the Form
S-8, and should not be used for any other purpose or relied upon
by any other person without the prior written consent of this
firm. We hereby consent to the use of this opinion in the Form
S-8.
Very truly yours,
/s/ Luse Lehman Gorman Pomerenk & Schick
----------------------------------------
Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
<PAGE>
EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statement of Pocahontas Bancorp, Inc. (the "Company") on Form S-8
of our report dated October 30, 1997, relating to the
consolidated statements of financial condition as of September
30, 1997 and 1996, and the related consolidated statements of
income, stockholder's equity, and cash flows for each of the
three years in the period ended September 30, 1997, appearing in
the Company's Registration Statement on Form S-1 (Commission File
No. 333-43143) filed by the Company under the Securities Act of
1933 with the SEC on December 23, 1997, as amended on January 16,
1998, February 3, 1998, February 6, 1998, February 10, 1998 and
February 11, 1998.
Little Rock, Arkansas
May 13, 1998
