Registration No. 333-________
As filed with the Securities and Exchange
Commission on May 17, 1999
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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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 BANCORP, INC. STOCK OPTION PLAN
POCAHONTAS BANCORP, INC. RECOGNITION
AND RETENTION PLAN
(Full Title of the Plans)
Copies to:
James A. Edington Robert B. Pomerenk, Esquire
President and Chief Executive Officer Luse Lehman Gorman Pomerenk & Schick
Pocahontas Bancorp, Inc. A Professional Corporation
203 West Broadway 5335 Wisconsin Ave., N.W., #400
Pocahontas, Arkansas 72455 Washington, D.C. 20015
(870) 892-4595 (202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)
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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>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
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 357,075 (2) $ 9.00 (3) $3,213,675 $894
Common Stock, par
value $.01 per share 142,830 (4) $ 6.9375 (5) $990,883 $276
------- ---------- ------
Total: 499,905 shares $4,204,558 $1,170
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</TABLE>
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(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 Bancorp, Inc. Stock Option Plan (the "Stock Option Plan")
and the Pocahontas Bancorp, Inc. Recognition and Retention Plan (the
"Recognition and Retention 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. ss. 230.416(a).
(2) Represents the number of shares currently reserved for issuance pursuant to
the Stock Option Plan.
(3) Determined by the exercise price of the options pursuant to 17 C.F.R. ss.
230.457(h)(1).
(4) Represents the number of shares currently reserved for issuance pursuant to
the Recognition and Retention Plan.
(5) Determined by the fair market value of the common stock on May 14, 1999,
pursuant to 17 C.F.R ss. 230.457(h)(l).
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. ss.
230.462.
2
<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) 357,075
shares of Common Stock reserved for issuance and delivery upon the exercise of
options under the Stock Option Plan; and (ii) 142,830 shares of Common Stock
reserved for issuance and delivery upon grants under the Recognition and
Retention 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
Plans, 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 Annual Report on Form 10-K for the year ended September
30, 1998 (File No. 0-23969) filed pursuant to Rule 13a-1 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) All of the reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
referred to above;
(c) The Company's definitive proxy statement for its annual meeting held on
April 21, 1999; and
(d) 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.
3
<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 Plans.
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.
4
<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
Plans; 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.
5
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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4.1 Pocahontas Bancorp, Inc. Stock Option Plan (filed as an exhibit
to the Registrant's proxy statement relating to the Registrant's
Special Meeting of Stockholders held on October 23, 1998, as
filed with the Commission on September 18, 1998, which filing is
incorporated herein by reference).
4.2 Pocahontas Bancorp, Inc. Recognition and Retention Plan (filed
as an exhibit to the Registrant's proxy statement relating to
the Registrant's Special Meeting of Stockholders held on October
23, 1998, as filed with the Commission on September 18, 1998,
which filing is incorporated herein by reference).
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.
6
<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 17th day
of May, 1999.
Pocahontas Bancorp, Inc.
By: /s/ James A. Edington
--------------------------------
James A. Edington, 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.
<TABLE>
<S> <C>
By: /s/ James A. Edington By: /s/ Dwayne Powell
----------------------------------------------- --------------------------------------------
James A. Edington Dwayne Powell, CPA
President and Chief Executive Officer (Principal Chief Financial Officer (Principal Accounting
Executive Officer) and Financial Officer)
Date: 5-14-99 Date: 5-14-99
------------------------------------------ ---------------------------------------
By: /s/ Skip Martin By: /s/ Ralph P. Baltz
----------------------------------------------- --------------------------------------------
Skip Martin, Director Ralph P. Baltz, Chairman
Date: 5-14-99 Date: 5-14-99
------------------------------------------ ---------------------------------------
By: /s/ N. Ray Campbell By: /s/ Charles R. Ervin
----------------------------------------------- --------------------------------------------
N. Ray Campbell, Director Charles R. Ervin, Director
Date: 5-14-99 Date: 5-14-99
------------------------------------------ ---------------------------------------
By: /s/ Robert Rainwater By: /s/ Marcus Van Camp
----------------------------------------------- --------------------------------------------
Robert Rainwater, Director Marcus Van Camp, Director
Date: 5-14-99 Date: 5-14-99
------------------------------------------ ---------------------------------------
</TABLE>
EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK
<PAGE>
May 17, 1999
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
Company's Stock Option Plan and the Company's Recognition and Retention 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
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
November 11, 1998 appearing in the Company's Annual Report on Form 10-K for the
year ended September 30, 1998.
Little Rock, Arkansas
May 17, 1999
