Registration No. 333-________
As filed with the Securities and Exchange
Commission on July 1, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
First Federal Bankshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 42-1485449
(State of Incorporation) (IRS Employer Identification No.)
329 Pierce Street
Sioux City, Iowa 51101
(Address of Principal Executive Offices)
----------------------
First Federal Savings Bank of Siouxland 1992 Incentive Stock Option Plan
First Federal Savings Bank of Siouxland 1992 Stock
Option Plan for Outside Directors
First Federal Savings Bank of Siouxland 1992 Recognition and Retention Plan
First Federal Bank Employee's Savings & Profit Sharing Plan and Trust
(Full Title of the Plans)
Copies to:
Barry E. Backhaus Robert I. Lipsher, Esquire
President and Chief Executive Officer Luse Lehman Gorman Pomerenk & Schick
First Federal Bankshares, Inc. A Professional Corporation
329 Pierce Street 5335 Wisconsin Ave., N.W., #400
Sioux City, Iowa 51101 Washington, D.C. 20015
(712) 277-0200 (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. :
<PAGE>
<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
- --------------------------------------------------------------------------------------------------------------------
Common Stock, par
<S> <C> <C> <C> <C>
value $.01 per share 64,254 shares (2) $6.8578 (3) $440,640 $--
Common Stock, par
value $.01 per share 12,451 shares (4) $8.2824 (3) $103,125 $--
Common Stock, par
value $.01 per share 3,294 shares (5) $9.63 (3) $ 31,722 $--
Total: 79,999 shares $575,487 $160
============= ======== ====
Participation interests -- (6) $0 (7) $0 (7) -- (7)
</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 First Federal Savings Bank of Siouxland 1992 Incentive Stock Option
Plan (the "1992 Incentive Plan"), the First Federal Savings Bank of
Siouxland 1992 Stock Option Plan for Outside Directors (the "1992 Directors
Plan"), and the First Federal Savings Bank of Siouxland 1992 Recognition
and Retention Plan (the "1992 Recognition 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 1992 Incentive Plan.
(3) Determined by the various exercise prices of the options granted pursuant
to 17 C.F.R. ss. 230.457(h)(1), and the average of the high and low sales
prices of the other shares registered pursuant to 17 C.F.R 230.457(c).
(4) Represents the number of shares currently reserved for issuance pursuant to
the 1992 Directors Plan.
(5) Represents the number of shares currently reserved for issuance pursuant to
the 1992 Recognition Plan.
(6) Represents an indeterminate number of interests in the First Federal Bank
Employees' Savings & Profit Sharing Plan and Trust (the "401(k) Plan").
(7) The registration fee has been determined pursuant to Securities Act Rule
457(h)(2).
------------------------------------
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) 64,254
shares of Common Stock reserved for issuance and delivery upon the exercise of
options under the 1992 Incentive Plan; (ii) 12,451 shares of Common Stock
reserved for issuance and delivery upon the exercise of options under the 1992
Directors Plan; (iii) 3,294 shares of Common Stock reserved for issuance and
delivery upon grants under the 1992 Recognition Plan; and (iv) an indeterminate
number of interests in the 401(k) 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 1992 Incentive Plan, the 1992 Directors Plan, the
1992 Recognition Plan, and the 401(k) 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 424(b) under the
Securities Act of 1933 on February 26, 1999 and the audited financial statements
in the Company's Registration Statement on Form S-1 (Commission File No.
333-69245) filed by the Company under the Securities Act of 1933 with the SEC on
December 18, 1998, as amended on January 6, 1999, January 22, 1999, February 9,
1999, and February 12, 1999, 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 8, 1999.
(b) The description of Common Stock contained in the Registration Statement
on Form S-1 (Commission File No. 333-69245) filed by the Company under the
Securities Act of 1933 with the SEC on December 18, 1998, as amended on January
6, 1999, January 22, 1999, February 9, 1999, and February 12, 1999, 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 8, 1999.
(c) The Company's Quarterly Report on Form 10-Q for the three months ended
March 31, 1999 (File No. 0-25509) filed under the Securities Exchange Act of
1934.
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 1992
Incentive Plan, the 1992 Directors Plan, and the 1992 Recognition 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.
Item 8. List of Exhibits.
The exhibit index immediately 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 1992 Incentive Plan, the 1992 Directors Plan, the 1992 Recognition Plan and
the 401(k) Plan; and
4
<PAGE>
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
- -------------- -----------
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the Common
Stock registered hereby.
10.1 First Federal Savings Bank of Siouxland 1992 Incentive Stock
Option Plan (Incorporated by reference from the Company's
Registration Statement on Form S-1 (Commission File No.
333-69245) filed by the Company under the Securities Act of
1933 with the SEC on December 18, 1998, as amended on January
6, 1999, January 22, 1999, February 9, 1999, and February 12,
1999).
10.2 First Federal Savings Bank of Siouxland 1992 Stock Option Plan
for Outside Directors (Incorporated by reference from the
Company's Registration Statement on Form S-1 (Commission File
No. 333-69245) filed by the Company under the Securities Act
of 1933 with the SEC on December 18, 1998, as amended on
January 6, 1999, January 22, 1999, February 9, 1999, and
February 12, 1999).
10.3 First Federal Savings Bank of Siouxland 1992 Recognition and
Retention Plan (Incorporated by reference from the Company's
Registration Statement on Form S-1 (Commission File No.
333-69245) filed by the Company under the Securities Act of
1933 with the SEC on December 18, 1998, as amended on January
6, 1999, January 22, 1999, February 9, 1999, and February 12,
1999).
10.4 First Federal Bank Employees' Savings & Profit Sharing Plan
and Trust (Incorporated by reference from the Company's
Registration Statement on Form S-1 (Commission File No.
333-69245) filed by the Company under the Securities Act of
1933 with the SEC on December 18, 1998, as amended on January
6, 1999, January 22, 1999, February 9, 1999, and February 12,
1999).
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation (contained in the opinion included as
Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
99.1 401(k) Plan Prospectus Supplement (Incorporated by reference
from the Company's Registration Statement on Form S-1
(Commission File No. 333-69245) filed by the Company under the
Securities Act of 1933 with the SEC on December 18, 1998, as
amended on January 6, 1999, January 22, 1999, February 9,
1999, and February 12, 1999).
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 Sioux City, Iowa, on this 30th day of June, 1999.
First Federal Bankshares, Inc.
By: /s/ Barry E. Backhaus
-----------------------------------
Barry E. Backhaus, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of First Federal Bankshares,
Inc. (the "Company") hereby severally constitute and appoint Barry E. Backhaus
as our true and lawful attorney and agent, to do any and all things in our names
in the capacities indicated below which said Barry E. Backhaus may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration statement on Form S-8
relating to the offering of the Company's Common Stock, including specifically,
but not limited to, power and authority to sign for us in our names in the
capacities indicated below the registration statement and any and all amendments
(including post-effective amendments) thereto; and we hereby approve, ratify and
confirm all that said Barry E. Backhaus shall do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and as of the dates indicated.
Signatures Title Date
/s/ Barry E. Backhaus President, Chief Executive June 30, 1999
- ------------------------- Officer and Chairman of the Board
Barry E. Backhaus (Principal Executive Officer)
/s/ Jon G. Cleghorn Executive Vice President/Chief June 30, 1999
- ------------------------- Operating Officer and Director
Jon G. Cleghorn
/s/ Katherine A. Bousquet Vice President and Treasurer June 30, 1999
- ------------------------- (Principal Financial and
Katherine A. Bousquet Accounting Officer)
/s/ Dr. Nancy A. Boysen Director June 30, 1999
- -------------------------
Dr. Nancy A. Boysen
<PAGE>
/s/ Harland D. Johnson Director June 30, 1999
- -------------------------
Harland D. Johnson
/s/ Allen J. Johnson Director June 30, 1999
- -------------------------
Allen J. Johnson
/s/ Dennis B. Swanstrom Director June 30, 1999
- -------------------------
Dennis B. Swanstrom
/s/ Gary L. Evans Director June 30, 1999
- -------------------------
Gary L. Evans
/s/ Paul W. Olson Director June 30, 1999
- -------------------------
Paul W. Olson
/s/ David Van Engelenhoven Director June 30, 1999
- -------------------------
David Van Engelenhoven
/s/ David S. Clay Director June 30, 1999
- -------------------------
David S. Clay
/s/ Steven L. Opsal Executive Vice President June 30, 1999
- ------------------------- and Director
Steven L. Opsal
June 30, 1999
Board of Directors
First Federal Bankshares, Inc.
329 Pierce Street
Sioux City, Iowa 51101
Re: First Federal Bankshares, 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 First Federal Bankshares, Inc. (the
"Company") common stock, par value $.01 per share (the "Common Stock"), pursuant
to the 1992 Incentive Plan, the 1992 Directors Plan, and the 1992 Recognition
Plan (together, the "Plans"), and of participation interests in the First
Federal Bank Employees' Savings & Profit Sharing Plan and Trust (the "401(k)
Plan"). 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 and the participation interests in the 401(k) Plan.
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,
and the participation interests in the 401(k) Plan, 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
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
First Federal Bankshares, Inc. (the "Company") on Form S-8 of our report dated
July 30, 1998, relating to the consolidated balance sheets as of June 30, 1998
and 1997, and the related consolidated statements of operations, stockholder's
equity, and cash flows for each of the three years in the three-year period
ended June 30, 1998, appearing in the Company's Registration Statement on Form
S-1 (Commission File No. 333-69245) filed by the Company under the Securities
Act of 1933 with the SEC on December 18, 1998, as amended on January 6, 1999,
January 22, 1999, February 9, 1999 and February 12, 1999.
KPMG PEAT MARWICK, LLP
Des Moines, Iowa
June 28, 1999
