Registration No. 333-_____
Filed May 31, 2000
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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Community Savings Bankshares, Inc.
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(Exact Name of Registrant as specified in its Articles of Incorporation)
United States 65-0870004
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(State of incorporation) (IRS Employer Identification No.)
660 U.S. Highway One
North Palm Beach, Florida 33408
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(Address of principal executive offices, including zip code)
1999 Amended and Restated Stock Option Plan
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(Full Title of the Plan)
Copies to:
James B. Pittard, Jr. Philip R. Bevan, Esq.
President and Chief Executive Officer Elias, Matz, Tiernan & Herrick L.L.P.
Community Savings Bankshares, Inc. 734 15th Street, N.W.
660 U.S. Highway One Washington, D.C. 20005
North Palm Beach, Florida 33408 (202) 347-0300
(561) 881-2212
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(Name, address and telephone number of
agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
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Common Stock,
par value
$1.00 536,434(1) $12.188(3) $6,538,057.59(3) $1,726.05
Common Stock,
par value
$1.00 10,631 $10.25 $108,967.75(4) $28.77
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Total 547,065(2) $6,647,025.34 $1,754.82
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(1) Represents shares of the common stock, $1.00 par value per share
("Common Stock"), of Community Savings Bankshares, Inc. (the "Company"
or "Registrant"), subject to options granted pursuant to the 1999
Amended and Restated Stock Option Plan, as amended (the "Plan").
(2) Represents the total number of shares of Common Stock currently
reserved for issuance pursuant to the Plan.
(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 options to purchase 536,434 shares of Common Stock
which have been granted under the Plan as of the date hereof but not
yet exercised.
(4) Estimated solely for the purposes of calculating the registration fee
in accordance with Rule 457(c) promulgated under the Securities Act.
The Proposed Maximum Offering Price Per Share for 10,631 shares for
which stock options have not been granted under the Plan is equal to
the average of the high and low sale price of the Common Stock of the
Company on May 26, 2000 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 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 and the Note to Part I of 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-K for the year ended
December 31, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000.
(c) The description of the Common Stock of the Company as
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 November 20, 1998.
(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 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.
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Item 4. Description of Securities.
Not applicable since the Company's Common Stock was registered under
Section 12 of the Exchange Act upon the filing of a Registration Statement on
Form 8-A with the Securities and Exchange Commission on November 20, 1988.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacity as such. The Certificate of Incorporation and the Bylaws of the
Company provide that the directors, officers, employees and agents of the
Company shall be indemnified to the full extent permitted by law. Such
indemnity shall extend to expenses, including attorney's fees, judgments,
fines and amounts paid in the settlement, prosecution or defense of the
foregoing actions.
Article 10 of the Registrant's Certificate of Incorporation provides as
follows:
Article 10. Indemnification. The Corporation shall indemnify its
directors, officers, employees, agents and former directors, officers,
employees and agents, and any other persons serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
association, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees, judgments, fines and amounts paid in
settlement) incurred in connection with any pending or threatened action, suit
or proceeding, whether civil, criminal, administrative or investigative, with
respect to which such director, officer, employee, agent or other person is a
party, or is threatened to be made a party, to the full extent permitted by
the General Corporation Law of the State of Delaware, provided, however, that
the Corporation shall not be liable for any amounts which may be due to any
person in connection with a settlement of any action, suit or proceeding
effected without its prior written consent or any action, suit or proceeding
initiated by any person seeking indemnification hereunder without its prior
written consent. The indemnification provided herein (i) shall not be deemed
exclusive of any other right to which any person seeking indemnification may
be entitled under any bylaw, agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in any other capacity, and (ii) shall inure to the
benefit of the heirs, executors and administrators of any such person. The
Corporation shall have the power, but shall not be obligated, to purchase and
maintain insurance on behalf of any person or persons enumerated above against
any liability asserted against or incurred by them or any of them arising out
of their status as corporate directors, officers, employees, or agents whether
or not the Corporation would have the power to indemnify them against such
liability under the provisions of this Article 10.
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Article VI of the Company's Bylaws provides as follows:
6.1 Indemnification. The Corporation shall provide indemnification to
its directors, officers, employees, agents and former directors, officers,
employees and agents and to others in accordance with the Corporation's
Certificate of Incorporation.
6.2 Advancement of Expenses. Reasonable expenses (including attorneys'
fees) incurred by a director, officer or employee of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding described in Section 6.1 may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as authorized by
the Board of Directors only 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.
6.3 Other Rights and Remedies. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Corporation's Certificate of
Incorporation, any agreement, vote of stockholders or disinterested directors
or otherwise, both as to actions in their official capacity and as to actions
in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer or employee and shall inure to
the benefit of the heirs, executors and administrators of such person.
6.4 Insurance. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer of employee of the Corporation, or is or was
serving at the request of the corporation as a director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him 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 its Certificate of Incorporation or this Article VI.
6.5 Modification. The duties of the Corporation to indemnify and to
advance expenses to a director, officer or employee provided in this Article
VI 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 VI 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 or repeal.
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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 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
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4 Common Stock Certificate*
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities
10.1 1999 Amended and Restated Stock Option Plan**
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5)
23.2 Consent of Crowe, Chizek and Company LLP
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement).
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* Incorporated by reference from the Company's Registration
Statement on Form S-1 (File No. 333-62067) filed with the
Commission on August 21, 1998.
** Incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000
filed with the Commission on May 2, 2000.
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 of 1933, (ii) to
reflect in the prospectus any facts or events arising after the
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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,
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 in 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 by the Registrant pursuant to Section 13 or Section
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 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
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 North Palm Beach, Florida, on this 31st day of May
2000.
Community Savings Bankshares, Inc.
By: /s/ James B. Pittard, Jr.
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James B. Pittard, 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 James B. Pittard, 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.
/s/ Frederick A. Teed
----------------------------------------------- May 31, 2000
Frederick A. Teed
Chairman of the Board
/s/ James B. Pittard, Jr.
----------------------------------------------- May 31, 2000
James B. Pittard, Jr.
President, Chief Executive Officer and Director
/s/ John Sheldon Clark
----------------------------------------------- May 31, 2000
John Sheldon Clark
Director
/s/ Robert F. Cromwell
----------------------------------------------- May 31, 2000
Robert F. Cromwell
Director
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/s/ Karl D. Griffin
----------------------------------------------- May 31, 2000
Karl D. Griffin
Director
/s/ Harold I. Stevenson
----------------------------------------------- May 31, 2000
Harold I. Stevenson
Director
/s/ Larry J. Baker
----------------------------------------------- May 31, 2000
Larry J. Baker
Senior Vice President and Chief Financial Officer
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