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Registration No. 333-
Filed July 20, 1998
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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Homestead Bancorp, Inc.
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(Exact Name of Registrant as Specified in its Articles of Incorporation)
Louisiana 72-1416514
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State of Incorporation) (I.R.S. Employer Identification No.)
195 North Sixth Street
Ponchatoula, Louisiana 70454
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(Address of Principal Executive Offices)
Ponchatoula Homestead Association Employees 401(k) Profit Sharing Plan
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(Full Title of the Plan)
Copies to:
Lawrence C. Caldwell, Jr. Gerald F. Heupel, Jr., Esq.
President and Chief Executive Officer Elias, Matz, Tiernan & Herrick L.L.P.
Homestead Bancorp, Inc. 734 15th Street, N.W.
195 North Sixth Street Washington, D.C. 20005
Ponchatoula, Louisiana 70454 (202) 347-0300
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(Name and Address of Agent For Service)
(504) 386-3379
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(Telephone Number, Including Area Code, of
Agent for Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(2) Offering Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 50,000(1) $10.00 $500,000.00 $147.50
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</TABLE>
(1) Represents an estimate of such presently undeterminable number of shares as
may be purchased with contributions by Homestead Bancorp, Inc. (the
"Company"), Ponchatoula Homestead Savings, F.A. (the "Association") and
employees to the Ponchatoula Homestead Association Employees 401(k) Profit
Sharing Plan (the "Plan"). 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
employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h). The Proposed Maximum Offering
Price Per Share equals the price at which the Company sold shares of its
common stock on July 17, 1998 in connection with the conversion of
Homestead Mutual Holding Company (the "MHC") and the reorganization of the
Association from the mutual holding company structure to the stock holding
company structure, which transactions were consummated on July 17, 1998.
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This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.
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PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended ("Securities Act"),
and the Note to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's prospectus and prospectus supplement
("Prospectus") included in its Registration Statement on
Form SB-2 (File No. 333-49277).
(b) The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1998.
(c) The description of the Common Stock of the Company contained
in Item 1, "Description of Registrant's Securities to be
Registered" in the Company's Registration Statement on Form
8-A as filed on June 23, 1998 (File No. 000-24513).
(d) All documents filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act") after the
date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a
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statement contained herein, or in any other subsequently filed
document which also is or is deemed to be 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.
Item 4. Description of Securities.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
Item. 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
In accordance with the Business Corporation Law of the State of
Louisiana, Article 8 of the Company's Articles of Incorporation provides as
follows:
Article 8. Indemnification, etc. of Officers, Directors, Employees and
Agents.
A. Personal Liability of Directors and Officers. A director or officer
of the Corporation shall not be personally liable for monetary damages for any
action taken, or any failure to take any action, as a director or officer except
to the extent that by law a director's or officer's liability for monetary
damages may not be limited.
B. Indemnification. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, including actions by or in the right of
the Corporation, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the full extent permissible under Louisiana law.
C. Advancement of Expenses. Reasonable expenses incurred by an officer,
director, employee or agent of the Corporation in defending an action, suit or
proceeding described in Section B of this Article 8 may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding if authorized by the board of directors (without regard to whether
participating members thereof are parties to such action, suit or
proceeding), upon receipt of an undertaking by or on behalf of such person to
repay such
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amount if it shall ultimately be determined that the person is not entitled to
be indemnified by the Corporation.
D. Other Rights. The indemnification and advancement of expenses
provided by or pursuant to this Article 8 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, insurance or other agreement, vote of
stockholders or directors (regardless of whether directors authorizing such
indemnification are beneficiaries thereof) or otherwise, both as to actions in
their official capacity and as to actions in another capacity while holding an
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
E. Insurance. The Corporation shall have the power to purchase and
maintain insurance or other similar arrangement on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture or other enterprise,
against any liability asserted against or incurred by him in any such capacity,
or arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of this
Article 8.
F. Security Fund; Indemnity Agreements. By action of the Board of
Directors (notwithstanding their interest in the transaction), the Corporation
may create and fund a trust fund or other fund or form of self-insurance
arrangement of any nature, and may enter into agreements with its officers,
directors, employees and agents for the purpose of securing or insuring in any
manner its obligation to indemnify or advance expenses provided for in this
Article 8.
G. Modification. The duties of the Corporation to indemnify and to
advance expenses to any person as provided in this Article 8 shall be in the
nature of a contract between the Corporation and each such person, and no
amendment or repeal of any provision of this Article 8, and no amendment or
termination of any trust or other fund or form of self-insurance arrangement
created pursuant to Section F of this Article 8, shall alter to the detriment of
such person the right of such person to the advance of expenses or
indemnification related to a claim based on an act or failure to act which took
place prior to such amendment, repeal or termination.
H. Proceedings Initiated by Indemnified Persons. Notwithstanding any
other provision of this Article 8, the Corporation shall not indemnify a
director, officer, employee or agent for any liability incurred in an action,
suit or proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of or
participation in the action, suit or proceeding is authorized, either before or
after its commencement, by the affirmative vote of a majority of the directors
in office.
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Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement on
Form S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):
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No. Exhibit
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<S> <C>
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement).
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The Registrant has submitted the Plan to the Internal Revenue Service
("IRS") in order to receive a determination letter that the Plan is qualified
under Section 401 of the Internal Revenue Code, as amended, and will submit any
amendments to the Plan to the IRS in a timely manner, and will make all changes
required by the IRS in order to qualify, or continue the qualification, of 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; (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. Notwithstanding the
foregoing, 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 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 clauses (i) and (ii) do not
apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed with or
furnished to the
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Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, 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.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act and each filing of the Plan's annual
report pursuant to Section 15(d) of the Exchange Act 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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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 Ponchatoula, State of Louisiana, on this 17th
day of July, 1998.
HOMESTEAD BANCORP, INC.
By: /s/ Lawrence C. Caldwell, Jr.
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Lawrence C. Caldwell, Jr.
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 dates indicated. Each person whose signature appears below
hereby makes, constitutes and appoints Lawrence C. Caldwell, Jr. his or her true
and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of substitution
any and all amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to any
and all amendments.
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<CAPTION>
Name Title Date
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<S> <C> <C>
/s/ Lawrence C. Caldwell, Jr.
- ------------------------------------- Director, President and July 17, 1998
Lawrence C. Caldwell, Jr. Chief Executive Officer
/s/ Milton J. Schanzbach
- ------------------------------------- Chairman of the Board July 17, 1998
Milton J. Schanzbach
/s/ Barbara B. Theriot
- --------------------------------------- Director, Secretary and July 17, 1998
Barbara B. Theriot Treasurer (principal
financial and
accounting officer)
/s/ John C. Bohning
- --------------------------------------- Director July 17, 1998
John C. Bohning
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Name Title Date
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- --------------------------------------- Director July __, 1998
Robert H. Gabriel
/s/ Dennis E. James
- --------------------------------------- Director July 17, 1998
Dennis E. James
/s/ Allen B. Pierson, Jr.
- ---------------------------------------- Director July 17, 1998
Allen B. Pierson, Jr.
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the administrator and the trustees of the employee benefit plan have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Ponchatoula, State of Louisiana, on
July 17, 1998.
PONCHATOULA HOMESTEAD ASSOCIATION
EMPLOYEES 401(K) PROFIT SHARING PLAN
By: /s/ Lawrence C. Caldwell, Jr.
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Lawrence C. Caldwell, Jr., on behalf of
Ponchatoula Homestead Savings, F.A. as the Plan
Administrator
TRUSTEES
/s/ Lawrence C. Caldwell, Jr.
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Lawrence C. Caldwell, Jr.
/s/ Dennis E. James
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Dennis E. James
/s/ Kelly B. Morse
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Kelly B. Morse
