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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 BANCORP, INC.
(exact name of registrant as specified in its certificate of incorporation)
UNITED STATES 6035 APPLICATION PENDING
(state or other juris- (Primary Standard (IRS Employer
diction of incorporation Classification Identification No.)
or organization) Code Number)
130 MOUNTAIN AVENUE
SPRINGFIELD, NEW JERSEY 07081
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
AMENDED AND RESTATED
PULASKI BANCORP, INC.
1997 STOCK-BASED INCENTIVE PLAN
(Full Title of the Plan)
COPIES TO:
THOMAS BENTKOWSKI CHRISTINA M. GATTUSO, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER SUZANNE A. WALKER, ESQUIRE
PULASKI BANCORP, INC. MULDOON, MURPHY & FAUCETTE LLP
130 MOUNTAIN AVENUE 5101 WISCONSIN AVENUE, N.W.
SPRINGFIELD, NEW JERSEY 07081 WASHINGTON, D.C. 20016
(973) 564-9000 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, 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. / X /
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<TABLE>
<CAPTION>
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Proposed
Maximum Proposed Maximum Amount of
Title of Amount to be Offering Price Per Aggregate Offering Registration
Securities to be Registered Registered (1) Share Price(2) Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 95,220
$.01 par Value Shares(2) $8.375(3) $797,468 $222
- -----------------------------------------------------------------------------------------------------------------
Common Stock 38,088
$.01 par Value Shares(4) $8.375(3) $319,101 $ 89
=================================================================================================================
(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 Amended and Restated Pulaski Bancorp, Inc. 1997 Stock-Based
Incentive Plan (the "Plan") as the result of a stock split, stock dividend, or similar adjustment of
the outstanding Common Stock of Pulaski Bancorp, Inc. pursuant to 17 C.F.R ss. 230.416(a)
(2) Represents the total number of shares currently reserved or available for issuance upon the exercise of
stock options pursuant to the Plan.
(3) The closing bid price on the Nasdaq SmallCap Market on August 11, 1999.
(4) Represents the total number of shares currently available for issuance as stock awards under the Plan.
</TABLE>
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. SS. 230.462.
Number of Pages = 13
Exhibit Index begins on Page 8
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PULASKI BANCORP, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2.
The documents containing the information for the Pulaski Bancorp, Inc.
(the "Company" or the "Registrant") Amended and Restated 1997 Stock-Based
Incentive Plan (the "Plan") required by Part I of the Registration Statement
will be sent or given to the participants in the Plan as specified by Rule
428(b)(1). Such document is 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) All documents filed by the Registrant 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 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
The validity of the Common Stock offered hereby has been passed upon by
Muldoon, Murphy & Faucette LLP, Washington, DC for the Registrant.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article XII of the Registrant's Bylaws provides as follows:
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.
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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-B):
3.1 Federal Charter for Pulaski Bancorp, Inc.1
3.2 Bylaws for Pulaski Bancorp, Inc.1
4 Amended and Restated Pulaski Bancorp, Inc. 1997 Stock-Based
Incentive Plan 1
5 Opinion of Muldoon, Murphy & Faucette LLP, Washington, DC as to the
legality of the Common Stock registered hereby.
23.1 Consent of Muldoon, Murphy & Faucette LLP (contained in the opinion
included as Exhibit 5).
23.2 Consent of Radics & Company LLC
24 Power of Attorney is located on the signature pages.
- --------------------------
1 Incorporated herein by reference from the Exhibit of the same number
contained in the Form 8-K (SEC No. 000-26681), filed with the SEC on July 12,
1999.
ITEM 9. UNDERTAKINGS
(a) 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:
(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 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 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) 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference into 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 that remain
unsold at the termination of the Offering.
(b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant's or the Plan's annual report pursuant to section 13(a)
or section 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.
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 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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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, Pulaski Bancorp, Inc. 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 Springfield, State of New Jersey, on
August 13, 1999.
PULASKI BANCORP, INC.
By: /s/ Thomas Bentkowski
-----------------------------
Thomas Bentkowski
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.
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 Chairman of the Board August 13, 1999
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Edward J. Mizerski
/s/ Peter C. Pietrucha Vice Chairman of the Board August 13, 1999
- ---------------------- and Director
Peter C. Pietrucha
6
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/s/ Eugene J. Bogucki Director August 13, 1999
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Eugene J. Bogucki, M.D.
/s/ Anthony C. Majeski Director August 13, 1999
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Anthony C. Majeski
/s/ Walter F. Rusak Director August 13, 1999
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Walter F. Rusak
/s/ Lee Wagstaff Vice President, Chief Financial August 13, 1999
- ---------------------- Officer, and Treasurer
Lee Wagstaff (Principal Financial Officer)
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EXHIBIT INDEX
-------------
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- ------------ ---------------- --------------------------- ---------
4 Amended and Restated Incorporated by reference. --
Pulaski Bancorp, Inc.
1997 Stock-Based
Incentive Plan
5 Opinion of Muldoon, Filed herewith. 10
Murphy & Faucette
LLP
23.1 Consent of Muldoon, Contained within Exhibit 5 hereof. 10
Murphy & Faucette
LLP
23.2 Consent of Radics & Filed herewith. 13
Co. LLC
24 Power of Attorney Located on the signature page.
8
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EXHIBIT 5.0 OPINION OF MULDOON, MURPHY & FAUCETTE LLP RE: LEGALITY
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DRAFT
August 13, 1999
Board of Directors
Pulaski Bancorp, Inc.
130 Mountain Avenue
Springfield, New Jersey 07081
Re: Amended and Restated Pulaski Bancorp, Inc. 1997 Stock-Based
Incentive Plan
Gentlemen:
We have been requested by Pulaski Bancorp, Inc. (the "Company") to issue a
legal opinion in connection with the registration under the Securities Act of
1933 on Form S-8 of 133,308 shares of the Company's Common Stock, $.01 par value
(the "Shares") that may be issued under the Amended and Restated Pulaski
Bancorp, Inc. 1997 Stock-Based Incentive Plan (the "Plan").
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (1) the genuineness of all signatures, (2)
the authenticity of all documents submitted to us as originals, (3) the
conformity with the originals of all documents supplied to us as copies, and (4)
the accuracy and completeness of all corporate records and documents and of all
certificates and statements of fact, in each case given or made available to us
by the Company or its subsidiary, Pulaski Savings Bank.
Based on the foregoing and limited in all respects to federal law, it is
our opinion that the Shares reserved under the Plan have been duly authorized
and upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally issued, fully paid and nonassessable.
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This opinion is rendered to you solely for your benefit in connection with
the issuance of the Shares as described above. This opinion may not be relied
upon by any other person or for any other purpose, and it should not be quoted
in whole or in part or otherwise referred to or be furnished to any governmental
agency (other than the Securities and Exchange Commission in connection with the
aforementioned registration statement on Form S-8 in which this opinion is
contained) or any other person or entity without the prior written consent of
this firm.
We note that, although certain portions of the registration statement on
Form S-8 (the financial statements and schedules) have been included therein
(through incorporation by reference) on the authority of "experts" within the
meaning of the Securities Act, we are not experts with respect to any portion of
the Registration Statement, including without limitation the financial
statements or schedules or the other financial information or data included
therein.
We hereby consent to the filing of this opinion as an exhibit to, and the
reference to this firm in, the Company's registration statement on Form S-8.
Sincerely,
/s/ MULDOON, MURPHY & FAUCETTE LLP
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EXHIBIT 23.2 CONSENT OF RADICS AND COMPANY
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CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------
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
