Registration No. 333-_____ As filed with the Commission on October 13, 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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First Federal Bankshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 42-1485449
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(State of Incorporation) (IRS Employer Identification No.)
329 Pierce Street
Sioux City, Iowa 51101
(Address of Principal Executive Offices and Zip Code)
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First Federal Bankshares, Inc. 1999 Stock Option Plan
First Federal Bankshares, Inc. 1999 Recognition and Retention Plan
(Full Title of the Plans)
Copies to:
Barry E. Backhaus Robert B. Pomerenk, Esquire
President and Chief Executive Officer Luse Lehman Gorman Pomerenk & Schick
First Federal Bankshares, Inc. A Professional Corporation
329 Pierce Street 5335 Wisconsin Ave., NW, #400
Sioux City, Iowa 51101 Washington, D.C. 20015
(712) 277-0200 (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>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered (1) Maximum Maximum Registration Fee
Offering Price Per Aggregate Offering
Share Price
-------------------- -------------- ------------------ ------------------ -----------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 243,000 shares(2) $9.25(3) $2,247,750 $625
per share
Common Stock,
par value $.01 20,500 shares(4) $8.9375(6) $182,319 $ 51
per share
Common Stock,
par value $.01 79,050 shares(5) $8.9375(6) $706,509 $197
per share
Total 342,550 shares $3,137,478 $873
</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 1999 Stock Option Plan (the "Stock Option Plan") and the 1999
Recognition and Retention Plan (the "Recognition and Retention Plan") as
the result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of First Federal Bankshares, Inc. pursuant to 17
C.F.R. ss. 230.416(a).
(2) Represents the number of shares currently reserved for issuance for options
granted pursuant to the Stock Option Plan.
(3) Determined by the exercise price of options pursuant to 17
C.F.R.ss.230.457(h)(1).
(4) Represents the number of shares reserved for issuance for options which
have not been granted pursuant to the Stock Option Plan.
(5) Represents the number of shares awarded or available for award pursuant to
the Recognition and Retention Plan. (6) Determined by reference to the fair
market value of the common stock on October 3, 2000, pursuant to 17 C.F.R.
ss.230.457(c).
------------------------------------
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
The documents containing the information specified in Part I of Form S-8
have been or will be sent or given to participants in the Stock Option Plan and
the Recognition and Retention Plan (collectively the "Plans") as specified by
Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II.
Item 3. Incorporation of Documents by Reference
The following documents previously or concurrently filed by First Federal
Bankshares, Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year ended June 30, 2000
(File No. 0-25509) filed pursuant to Rule 13a-1 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(b) all other 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 of
Stockholders held on October 21, 1999;
(d) the description of the common stock, par value $.01 per share, of the
Company contained in the Company's Registration Statement on Form S-1 (File
No. 333-69245) originally filed with the Commission on December 18, 1998
and all amendments or reports filed for the purpose of updating such
description, and incorporated by reference to the Registration Statement on
Form 8-A filed by the Company under the Exchange Act on March 8, 1999.
All documents subsequently filed by the Company with the Commission
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 hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein 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 and the prospectus.
The Company shall furnish without charge to each person to whom the
prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to Suzette
Hoevet, Secretary, First Federal Bankshares, Inc., 329 Pierce Street, Sioux
City, Iowa 51101, telephone number (712) 277-0200.
All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
3
<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Directors and officers of the Company 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 Stock
Option Plan and the Recognition and Retention Plan.
The terms of the indemnification are set forth in the Company'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 Company to indemnify the director for the amount
claimed, but the burden of proving such defense is on the Company.
The Company 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 Company against loss arising from certain
claims made against them by reason of their being such directors or officers;
and (ii) insures the Company 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
Company, the Company 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
Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
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4 Specimen form of common stock
certificate of First Federal
Bankshares, Inc. *
5 Opinion of Luse Lehman Gorman Pomerenk Attached as Exhibit 5
& Schick, P.C.
10.1 First Federal Bankshares, Inc. 1999
Stock Option Plan **
10.2 First Federal Bankshares, Inc. 1999
Recognition and Retention Plan **
23.1 Consent of Luse Lehman Gorman Pomerenk Contained in Exhibit 5
& Schick, P.C.
23.2 Consent of KPMG Attached as Exhibit 23.2
4
<PAGE>
24 Power of Attorney Contained on Signature Page
* Filed as an exhibit to the Company's Registration Statement on Form S-1
(File No. 333-69245) filed with the Commission on December 18, 1998
pursuant to Section 5 of the Securities Act of 1933 and all amendments
thereto or reports filed for the purpose of updating such description. All
of such previously filed documents are hereby incorporated herein by
reference in accordance with Item 601 of Regulation S-K.
** Filed as exhibits to the Company's Proxy Statement relating to the
Company's October 21, 1999 annual meeting of stockholders, filed with the
Commission on September 23, 1999, which is incorporated herein by
reference.
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 plan of distribution 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
Stock Option Plan and the Recognition and Retention Plan;
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 this 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; and
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.
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
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 12th day of October, 2000.
First Federal Bankshares, Inc.
By: /s/ Barry E. Backhaus
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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 October 12, 2000
--------------------------
Barry E. Backhaus Officer and Chairman of the Board
(Principal Executive Officer)
/s/Jon G. Cleghorn Executive Vice President/Chief October 12, 2000
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Jon G. Cleghorn Operating Officer and Director
/s/Katherine A. Bousquet Vice President and Treasurer October 12, 2000
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Katherine A. Bousquet (Principal Financial and
Accounting Officer)
/s/Dr. Nancy A. Boysen Director October 12, 2000
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Dr. Nancy A. Boysen
/s/Harland D. Johnson Director October 12, 2000
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Harland D. Johnson
<PAGE>
/s/Allen J. Johnson Director October 12, 2000
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Allen J. Johnson
/s/Dennis B. Swanstrom Director October 12, 2000
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Dennis B. Swanstrom
/s/Gary L. Evans Director October 12, 2000
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Gary L. Evans
/s/David Van Engelenhoven Director October 12, 2000
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David Van Engelenhoven
/s/David S. Clay Director October 12, 2000
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David S. Clay
/s/Steven L. Opsal Executive Vice President October 12, 2000
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Steven L. Opsal and Director
<PAGE>
EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
<PAGE>
October 13, 2000
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 1999 Stock Option Plan and the 1999 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
<PAGE>
EXHIBIT 23.2
CONSENT OF KPMG
<PAGE>
Independent Auditors' Consent
The Board of Directors
First Federal Bankshares, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of First Federal Bankshares, Inc. of our report dated August 3, 2000,
relating to the consolidated balance sheets of First Federal Bankshares, Inc.
and subsidiaries as of June 30, 2000 and 1999, and the related consolidated
statements of operations, changes in stockholders' equity and comprehensive
income, and cash flows for each of the years in the three-year period ended June
30, 2000, which report appears in the June 30, 2000, annual report on Form 10-K
of First Federal Bankshares, Inc.
/s/KPMG
Des Moines, Iowa
October 9, 2000
