Registration No. 333-
Filed June 25, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Homestead Bancorp, Inc.
(Exact Name of Registrant as Specified in its Articles ofIncorporation)
Louisiana 72-1416514
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
195 North Sixth Street
Ponchatoula, Louisiana 70454
(Address of Principal Executive Offices)
Homestead Bancorp, Inc. 1999 Stock Option Plan
Homestead Bancorp, Inc. 1996 Stock Incentive Plan
(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
(Name and Address of Agent For Service)
(504) 386-3379
(Telephone Number, Including Area Code, of
Agent for Service)
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<TABLE>
Calculation of Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration Fee
Registered Registered (1) Per Share Offering Price
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 83,955 $ 8.00 (3) $ 671,640.00 $ 186.72
Common Stock, par
value $.01 per share 27,999 $ 7.25 (4) $ 202,992.75 $ 56.43
Common Stock, par
value $.01 per share 20,652 $ 4.26 (3) $ 87,977.52 $ 24.46
Common Stock, par
value $.01 per share 4,351 $ 7.25 (4) $ 31,544.75 $ 8.77
----------- ---------- -------------- ----------
136,957 (2) $ 994,155.02 $ 276.38
=========== ============== ==========
- -----------------------------------------------------------------------------------------------------------------------
</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 Homestead Bancorp, Inc. ("Company" or
"Registrant") 1999 Stock Option Plan (the "1999 Plan") and the 1996
Stock Incentive Plan (the "1996 Plan") (the 1999 Plan and the 1996
Plan, together, the "Plans") as a result of a stock split, stock
dividend or similar adjustment of the outstanding common stock, par
value $.01 per share ("Common Stock"), of the Company.
(2) Represents the aggregate number of shares currently reserved
for issuance pursuant to the Plans.
(3) Estimated solely for the purpose of calculating the
registration fee, which has been calculated pursuant to Rule 457(h)
promulgated under the Securities Act of 1933, as amended
("Securities Act"). The Proposed Maximum Offering Price Per Share
is equal to the weighted average exercise price for the options to
purchase 83,955 shares and 20,652 shares of Common Stock which are
outstanding under the 1999 Plan and 1996 Plan, respectively, as of
the date hereof.
(4) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) promulgated under
the Securities Act. The Proposed Maximum Offering Price Per Share
for the 27,999 shares and 4,351 shares for which stock options have
not been granted under the 1999 Plan and 1996 Plan, respectively,
is equal to the closing sales price of the Common Stock of the
Company on June 21, 1999 on the Nasdaq Stock Market.
__________________________
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. Sect. 230.462.
2
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PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* 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 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 Annual Report on Form 10-KSB for the
year ended December 31, 1998 filed with the Commission
on April 2, 1999;
(b) All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the financial
statements in the Annual Report referred to in clause
(a) above;
(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); and
(d) All documents filed by the Company pursuant to
Sections 13(a), 13(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 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 statement
contained herein, or in any
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<PAGE>
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 amount if it shall ultimately be determined that the
person is not entitled to be indemnified by the Corporation.
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<PAGE>
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.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be
reoffered or resold pursuant to this Registration Statement.
5
<PAGE>
Item 8. Exhibits.
The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8 (numbering
corresponds to Exhibit Table in Item 601 of Regulation S-K):
No. Exhibit Page
4 Common Stock Certificate *
5 Opinion of Elias, Matz, Tiernan & Herrick E-1
L.L.P. as to the legality of the Common Stock
23.1 Consent of Elias, Matz, Tiernan & Herrick --
L.L.P. (contained in the opinion included
as Exhibit 5)
23.2 Consent of Hannis T. Bourgeois, L.L.P. E-3
24 Power of attorney for any subsequent --
amendments is located in the signature pages
99.1 Homestead Bancorp, Inc. 1999 Stock Option Plan **
99.2 Homestead Bancorp, Inc. 1996 Stock Incentive Plan *
(previously adopted by Ponchatoula Homestead
Savings, F.A.)
99.3 Amendment No. 1 to 1996 Stock Incentive Plan E-4
* Incorporated by reference from the Company's Registration
Statement on Form SB-2 (Commission File No. 333-49277) filed with
the Commission on April 2, 1998, as amended.
** Incorporated by reference from the Company's Proxy Statement
on Schedule 14A filed with the Commission on March 19, 1999.
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)
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<PAGE>
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. 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
Commission 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.
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.
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<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 Ponchatoula, State of Louisiana, on
this 23rd day of June 1999.
HOMESTEAD BANCORP, INC.
By: /s/ Lawrence C. Caldwell, Jr.
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 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.
Name Title Date
- ----------------------------- ----------------------- -------------
/s/ Lawrence C. Caldwell, Jr. Director, President and June 23, 1999
Lawrence C. Caldwell, Jr. Chief Executive Officer
/s/ Milton J. Schanzbach Chairman of the Board June 23, 1999
Milton J. Schanzbach
/s/ Barbara B. Theriot Director, Secretary and June 23, 1999
Barbara B. Theriot Treasurer (principal
financial and accounting
officer)
<PAGE>
Name Title Date
- ----------------------------- ----------------------- -------------
/s/ John C. Bohning Director June 23, 1999
John C. Bohning
/s/ Robert H. Gabriel
Robert H. Gabriel Director June 23, 1999
/s/ Dennis E. James
Dennis E. James Director June 23, 1999
/s/ Allen B. Pierson, Jr. Director June 23, 1999
Allen B. Pierson, Jr.
EXHIBIT 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
----
TIMOTHY B. MATZ Telephone: (202) 347-0300 JEFFREY D. HAAS
STEPHEN M. EGE Facsimile: (202) 347-2172 KEVIN M. HOULIHAN
RAYMOND A. TIERNAN KENNETH B. TABACH
W. MICHAEL HERRICK PATRICIA J. WOHL
GERARD L. HAWKINS FIORELLO J. VICENCIO*
NORMAN B. ANTIN DANIEL R. KLEINMAN*
JOHN P. SOUKENIK* ANDREW ROSENSTEIN
GERALD F. HEUPEL, JR. DAVID TEEPLES
JEFFREY A. KOEPPEL CRISTIN ZEISLER*
DANIEL P. WEITZEL ERIC M. MARION*
PHILIP ROSS BEVAN
HUGH T. WILKINSON
June 23, 1999 OF COUNSEL
ALLIN P. BAXTER
JACK I. ELIAS
SHERYL JONES ALU
*NOT ADMITTED IN D.C. VIA EDGAR
Board of Directors
Homestead Bancorp, Inc.
195 North Street Sixth Street
Ponchatoula, Louisiana 70454
Re: Registration Statement on Form S-8
136,957 Shares of Common Stock
Gentlemen:
We are special counsel to Homestead Bancorp, Inc., a Louisiana
corporation (the "Corporation"), in connection with the preparation
and filing with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended, of a Registration Statement
on Form S-8 (the "Registration Statement"), relating to the
registration of up to 136,957 shares of common stock, par value
$.01 per share ("Common Stock"), of Homestead Bancorp, Inc. to be
issued pursuant to the Homestead Bancorp, Inc. 1999 Stock Option
Plan (the "1999 Plan") and the 1996 Stock Incentive Plan (the "1996
Plan") (the 1999 Plan and the 1996 Plan, together, the "Plans") upon
the exercise of stock options and/or stock appreciation rights
(together, the "Option Rights"). The Registration Statement also
registers an indeterminate number of additional shares which may be
necessary under the Plans to adjust the number of shares reserved
thereby for issuance as the result of a stock split, stock dividend
or similar adjustment of the outstanding Common Stock of the
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<PAGE>
Corporation. We have been requested by the Corporation to furnish
an opinion to be included as an exhibit to the Registration
Statement.
For this purpose, we have reviewed the Registration Statement
and related Prospectus, the Articles of Incorporation and the
Bylaws of the Corporation, the Plans, a specimen stock certificate
evidencing the Common Stock of the Corporation and such other
corporate records and documents as we have deemed appropriate. We
are relying upon the originals, or copies certified or otherwise
identified to our satisfaction, of the corporate records of the
Corporation and such other instruments, certificates and
representations of public officials, officers and representatives
of the Corporation as we have deemed relevant as a basis for the
opinions expressed herein. In addition, we have assumed, without
independent verification, the genuineness of all signatures and the
authenticity of all documents furnished to us and the conformance
in all respects of copies to originals. Furthermore, we have made
such factual inquiries and reviewed such laws as we determined to
be relevant for this opinion.
For purposes of this opinion, we have also assumed that (i)
the shares of Common Stock issuable pursuant to Option Rights
granted under the terms of the Plans will continue to be validly
authorized on the dates the Common Stock is issued pursuant to the
Option Rights; (ii) on the dates the Option Rights are exercised,
the Option Rights granted under the terms of the Plans will
constitute valid, legal and binding obligations of the Corporation
and will (subject to applicable bankruptcy, moratorium, insolvency,
reorganization and other laws and legal principles affecting the
enforceability of creditors' rights generally) be enforceable as to
the Corporation in accordance with their terms; (iii) the Option
Rights are exercised in accordance with their terms and the
exercise price therefor is paid in accordance with the terms
thereof; (iv) no change occurs in applicable law or the pertinent
facts; and (v) the provisions of "blue sky" and other securities
laws as may be applicable will have been complied with to the
extent required.
Based on the foregoing, and subject to the assumptions set
forth herein, we are of the opinion as of the date hereof that the
shares of Common Stock to be issued pursuant to the Plans, when
issued and sold pursuant to the Plans and upon receipt of the
consideration required thereby, will be legally issued, fully paid
and non-assessable shares of Common Stock of the Corporation.
We hereby consent to the reference to this firm under the
caption "Legal Opinion" in the Prospectus of the Plans and to the
filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Gerald F. Heupel, Jr.
Gerald F. Heupel, Jr., a Partner
E-2
[Hannis T. Bourgeois, L.L.P. Letterhead]
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 15,
1999 appearing in the 1998 Annual Report to Shareholders of
Homestead Bancorp, Inc., which is incorporated by reference in
Homestead Bancorp, Inc.'s Annual Report on Form 10-KSB for the year
ended December 31, 1998.
/s/ Hannis T. Bourgeois, L.L.P.
Hannis T. Bourgeois, L.L.P.
Baton Rouge, Louisiana
June 23, 1999
E-3
Exhibit 99.3
AMENDMENT NO. 1
TO
PONCHATOULA HOMESTEAD SAVINGS, F.A.
1996 STOCK INCENTIVE PLAN
WHEREAS, Homestead Bancorp, Inc. (the "Corporation") adopted
the 1996 Stock Incentive Plan and, effective July 17, 1998, assumed
all of the obligations of Ponchatoula Homestead Savings, F.A. (the
"Association") under such plan in connection with the Association's
reorganization from the mutual holding company structure to the
stock holding company structure; and
WHEREAS, the Corporation and the Association desire to amend
the plan to reflect the adoption of the plan by the Corporation;
NOW, THEREFORE, BE IT RESOLVED, the 1996 Stock Incentive Plan
is hereby amended as follows:
1. The name of the plan shall be the Homestead Bancorp, Inc.
1996 Stock Incentive Plan;
2. All references to Ponchatoula Homestead Savings, F.A. or
the Association in the plan are hereby changed to Homestead
Bancorp, Inc. or the Corporation where appropriate, including but
not limited to in connection with the references to the Common
Stock to be issued pursuant to the plan and to a change in
control; and
3. All other provisions of the 1996 Stock Incentive Plan shall
remain unchanged.
IN WITNESS WHEREOF, the Corporation and the Association have
caused this amendment to be executed by a duly authorized officer
as of this 9th day of June 1999.
HOMESTEAD BANCORP, INC.
By: /s/ Lawrence C. Caldwell, Jr.
Lawrence C. Caldwell, Jr.
President and Chief Executive Officer
PONCHATOULA HOMESTEAD SAVINGS, F.A.
By: /s/ Lawrence C. Caldwell, Jr.
Lawrence C. Caldwell, Jr.
President and Chief Executive Officer
E-4
