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As filed with the Securities and Exchange Commission on August 13, 1999
Registration No.333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PULASKI SAVINGS BANK 401(K) SAVINGS PLAN
PULASKI BANCORP, INC.
(exact name of registrant as specified in its certificate of incorporation)
FEDERAL 22-3652847
(state or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
130 MOUNTAIN AVENUE
SPRINGFIELD, NEW JERSEY 07081
(973) 564-9000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
PULASKI SAVINGS BANK 401(K) SAVINGS PLAN
(Full Title of the Plan)
-----------------------------------
THOMAS BENTKOWSKI COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER CHRISTINA M. GATTUSO, ESQ.
PULASKI BANCORP INC. SUZANNE A. WALKER, ESQ.
130 MOUNTAIN AVENUE MULDOON, MURPHY & FAUCETTE LLP
SPRINGFIELD, NEW JERSEY 07081 5101 WISCONSIN AVENUE, N.W.
(973) 564-9000 WASHINGTON, D.C. 20016
(202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
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 /
----
<TABLE>
<CAPTION>
=====================================================================================================
Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered (1) Price Per Share(2) Offering Price(3) Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par Value 56,319 $8.375 $471,672 $132
- -----------------------------------------------------------------------------------------------------
Participation
Interests (4) $471,672 (5)
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</TABLE>
(1)Pursuant to 17 C.F.R. Section 230.457(h), where securities are to be offered
pursuant to an employee benefit plan, the aggregate offering price and the
amount of the registration fee have been computed with respect to the maximum
number of the registrant's securities that may be purchased with the current
assets of the plan.
(2)The closing price of the Common Stock of Pulaski Bancorp, Inc. on the Nasdaq
SmallCap Market on August 11, 1999, in accordance with Rule 457(c) under the
Securities Act of 1933, as amended (the "Securities Act").
(3)Estimated solely for the purpose of calculating the registration fee.
(4)In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(5)Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is
required for the participation interests. The registration fee has been
calculated on the basis of the number of shares of Common Stock that may be
purchased with the current assets of such Plan.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
Number of Pages: 8
Exhibit Index begins on Page 8
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PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Pulaski Savings
Bank 401(k) Employee Savings Plan ("401(k) Plan") required by Part I of the
Registration Statement will be sent or given to the participants in the 401(k)
Plan as specified by Rule 428(b)(1). Such documents are not filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated by
reference in this Registration Statement:
(a) The Form 8-K filed by the Registrant (File No. 000-26681) with the
SEC on July 12, 1999.
(b) The Form 10-K filed by the Registrant with the Office of Thrift
Supervision on March 30, 1999, which includes the statements of
financial condition of Pulaski Savings Bank as of December 31, 1998
and 1997 and the related statements of income, comprehensive income,
changes in stockholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1998.
(c) The Plan's annual report on Form 11-K for the fiscal year ended
December 31, 1997, which includes the statements of net assets of
the Plan as of December 31,1997 and 1996, and the related statements
of income and changes in plan equity for the three year period ended
December 31, 1998, together with the related notes and schedules as
required by ERISA.
(d) All documents filed by the Company and the 401(k) Plan, where
applicable, pursuant to Section 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 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 INCORPORATED OR 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
The Common Stock to be offered pursuant to the 401(k) Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.
Article XII of the Bylaws of Pulaski Bancorp, Inc. provides:
ARTICLE XII. INDEMNIFICATION
Pulaski Bancorp, Inc. shall indemnify all officers, directors and employees of
Pulaski Bancorp, Inc., and their heirs, executors and administrators, to the
fullest extent permitted under federal law against all expenses and liabilities
reasonably incurred by them in connection with or arising out of any action,
suit or proceeding in which they may be involved by reason of their having been
a director or officer of Pulaski Bancorp, Inc., whether or not they continue to
be a director or officer at the time of incurring such expenses or liabilities,
such expenses and liabilities to include, but not be limited to, judgments,
court costs and attorneys' fees and the cost of reasonable settlements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into this
Registration Statement on Form S-8 (numbering corresponds generally to Exhibit
Table in Item 601 of Regulation S-K):
4 Stock Certificate of Pulaski Bancorp, Inc.1
8 Tax Opinion not required. The Registrant has submitted or hereby
undertakes to submit the 401(k) Plan and any amendment thereto to
the Internal Revenue Service ("IRS") in a timely manner and has
made or will make all changes required by the IRS in order to
qualify the plan.
23 Consent of Radics & Co. LLC
24 Power of Attorney is located on the signature page.
- --------------------------
1 Incorporated herein by reference from the Exhibit of the same number
contained in the Registration Statement on Form 8-K (SEC File No.
000-26681), dated July 12, 1999.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) Reflect in the Prospectus any facts or events which, individually or
together, represent a fundamental change in the information 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 SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
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(iii) Include any additional or changed material information on the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement unless the information required by (i) and
(ii) is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement;
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new Registration Statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the Offering.
(4) That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's or the Plan's annual report pursuant to
Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trustees, 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 SEC 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 trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, 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 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, Pulaski
Bancorp, Inc. certifies that is 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 Springfield, New Jersey on August 13, 1999.
PULASKI BANCORP, INC.
By: /s/ Thomas Bentkowski
----------------------------------
Thomas Bentkowski
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Bentkowski) constitutes and appoints Thomas Bentkowski and
Mr. Bentkowski appoints Edward J. Mizerski, as the true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, respectively, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Name Title Date
---- ----- ----
/s/ Thomas Bentkowski President, Chief Executive Officer August 13, 1999
- ----------------------- and Director
Thomas Bentkowski (Principal Executive Officer)
/s/ Edward J. Mizerski
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Edward J. Mizerski Chairman of the Board August 13, 1999
/s/ Peter C. Pietrucha Vice Chairman of the Board August 13, 1999
- ----------------------- and Director
Peter C. Pietrucha
/s/ Eugene J. Bogucki, M.D.
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Eugene J. Bogucki, M.D. Director August 13, 1999
5
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Name Title Date
---- ----- ----
/s/ Anthony C. Majeski
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Anthony C. Majeski Director August 13, 1999
/s/ Walter F. Rusak
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Walter F. Rusak Director August 13, 1999
/s/ Lee Wagstaff
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Lee Wagstaff Vice President, Chief Financial August 13, 1999
Officer, and Treasurer
(Principal Financial Officer)
6
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THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Pulaski Savings Bank 401(k) Savings Plan)
have duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Springfield, New Jersey, on August
13, 1999.
PULASKI SAVINGS BANK 401(K) SAVINGS PLAN
By: /s/ Lee Wagstaff
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Lee Wagstaff
Plan Administrator
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<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- ----------- ----------------------- -------------------------------------- -----------
<S> <C> <C> <C>
4 Stock Certificate of Incorporated herein by reference from --
the Exhibit of the same number on the
Form 8-K (SEC File No. 000-26681)
filed with the SEC on July 12, 1999.
8 Tax Opinion Not Required. --
23 Consent of Radics & Filed herewith. 10
Co. LLC
24 Power of Attorney Located on the signature page. 5
</TABLE>
8
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EXHIBIT 23 CONSENT OF RADICS AND COMPANY
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CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
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We consent to the reference in this Registration Statement on Form S-8 to our
report dated January 28, 1999, accompanying the statements of financial
condition of Pulaski Savings Bank as of December 31, 1998 and 1997 and the
related statements of income, comprehensive income, changes in stockholder's
equity and cash flows for each of the years in the three-year period ended
December 31, 1998.
/s/ Radics and Company LLC
Pine Brook, New Jersey
August 6, 1999
