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As filed with the Securities and Exchange Commission on June 22, 2000
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
AMERICAN FINANCIAL HOLDINGS, INC.
(exact name of registrant as specified in its certificate of incorporation)
DELAWARE 6305 06-1555700
(state or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
102 WEST MAIN STREET
NEW BRITAIN, CONNECTICUT 06051
(860) 832-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
AMERICAN FINANCIAL HOLDINGS, INC.
2000 STOCK-BASED INCENTIVE PLAN
(Full Title of the Plan)
--------------------------------
COPIES TO:
ROBERT T. KENNEY DOUGLAS P. FAUCETTE, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER ERIC S. KRACOV, ESQUIRE
AMERICAN FINANCIAL HOLDINGS, INC. MULDOON, MURPHY & FAUCETTE LLP
102 WEST MAIN STREET 5101 WISCONSIN AVENUE, N.W.
NEW BRITAIN, CONNECTICUT 06051 WASHINGTON, DC 20016
(860) 832-4000 (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 /
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<TABLE>
<CAPTION>
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Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered(1) Price Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock 2,887,110
$.01 par Value Shares (2) $15.75(3) $45,471,982 $12,005
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Common Stock 1,154,844
$.01 par Value Shares (4) $15.75(5) $18,188,793 $4,802
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</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 American Financial Holdings, Inc. 2000 Stock-Based Incentive Plan (the
"Plan") as the result of a stock split, stock dividend or similar adjustment
of the outstanding Common Stock of American Financial Holdings, Inc.
pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the total number of shares currently reserved or available for
issuance as options pursuant to the Plan.
(3) The market value of the Common Stock on June 19, 2000 at which 2,887,110
shares are available to satisfy options granted under the Plan.
(4) Represents the total number of shares currently reserved or available for
issuance as restricted stock awards under the Plan.
(5) The market value of the Common Stock on June 19, 2000, at which the
1,154,844 shares are available for restricted stock awards under the
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 15
Exhibit Index begins on Page 10
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AMERICAN FINANCIAL HOLDINGS, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The document containing the information for the American Financial
Holdings, Inc. (the "Company" or the "Registrant") 2000 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). The
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 10-K, Annual Report, filed by the Registrant for the fiscal
year ended December 31, 1999, (File No. 000-27399), which includes the
consolidated balance sheets of American Financial Holdings, Inc. and
Subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1999, filed with the SEC on March
29, 2000.
(b) The Form 10-Q report filed by the Registrant for the fiscal quarter
ended March 31, 2000 (File No. 000-27399), filed with the SEC on May 12, 2000.
(c) The description of the Registrant's Common Stock contained in
Registrant's Form 8-A (File No. 000-27399), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on September 21, 1999, and declared
effective October 12, 1999 as incorporated by reference from the Company's Form
S-1 (File No. 333- 84463) declared effective on October 12, 1999.
(d) 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.
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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 for
the Registrant by the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C.
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 exist. This
indemnification applies to the Board of Directors who administer the Plan.
TENTH:
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A. Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is
or was a Director or an Officer of the Corporation or is or was serving
at the request of the Corporation as a Director, Officer, employee or
agent of another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director,
Officer, employee or agent or in any other capacity while serving as a
Director, Officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes
or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however,
that, except as provided in Section C hereof with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.
B. The right to indemnification conferred in Section A of this
Article TENTH shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its
final disposition (hereinafter an "advancement of expenses"); provided,
however, that, if the Delaware General Corporation Law requires, an
advancement of expenses incurred by an indemnitee in his or her
capacity as a Director or Officer (and not in any other capacity in
which service was or is rendered by such indemnitee, including, without
limitation, services to an employee benefit plan) shall be made only
upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section or
otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article TENTH shall be
contract rights and such rights shall continue as to an indemnitee who
has ceased to be a Director, Officer, employee or agent and shall inure
to the benefit of the indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not
paid in full by the Corporation within sixty days after a written claim
has been received by the Corporation, except in the case of a claim for
an advancement of expenses, in which case the applicable
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period shall be twenty days, the indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the
claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expenses of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense
that, and (ii) in any suit by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law.
Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the indemnitee has
not met such applicable standard of conduct, shall create a presumption
that the indemnitee has not met the applicable standard of conduct or,
in the case of such a suit brought by the indemnitee, be a defense to
such suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under
this Article TENTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of
expenses conferred in this Article TENTH shall not be exclusive of any
other right which any person may have or hereafter acquire under any
statute, the Corporation's Certificate of Incorporation, Bylaws,
agreement, vote of stockholders or Disinterested Directors or
otherwise.
E. The Corporation may maintain insurance, at its expense, to
protect itself and any Director, Officer, employee or agent of the
Corporation or subsidiary or Affiliate or another corporation,
partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have
the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification and to
the advancement of expenses to any employee or agent of the Corporation
to the fullest extent of the provisions of this Article TENTH with
respect to the indemnification and advancement of expenses of Directors
and Officers of the Corporation.
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ELEVENTH: A Director of this Corporation shall not be personally liable
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to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a Director, except for liability: (i) for any
breach of the Director's duty of loyalty to the Corporation or its
stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii)
under Section 174 of the Delaware General Corporation Law; or (iv) for
any transaction from which the Director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the
Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed herewith (numbering corresponds generally
to Exhibit Table in Item 601 of Regulation S-K):
4 American Financial Holdings, Inc. 2000 Stock-Based Incentive
Plan. 1
5 Opinion of Muldoon, Murphy & Faucette LLP as to the legality of
the Common Stock to be issued.
23.0 Consent of Muldoon, Murphy & Faucette LLP (contained in the
opinion included in Exhibit 5).
23.1 Consent of KPMG LLP
24 Power of Attorney is located on the signature pages.
---------------
1 Incorporated herein by reference from Appendix A contained in the Proxy
Statement on Form DEF 14A (SEC No. 000-27399).
6
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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 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 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) 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 Offering.
The undersigned registrant hereby undertakes 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.
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
directors, 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
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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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, American
Financial Holdings, 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 New Britain, Connecticut on June 22, 2000.
AMERICAN FINANCIAL HOLDINGS, INC.
By: /s/ Robert T. Kenney
--------------------------------------
Robert T. Kenney
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 constitutes and appoints Robert T. Kenney and Charles J. Boulier III, as
his 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/ Robert T. Kenney Director, President and Chief June 22, 2000
--------------------- Executive Officer
Robert T. Kenney (principal executive officer)
/s/ Charles J. Boulier III Executive Vice President, June 22, 2000
--------------------------- Treasurer, and Chief Financial
Charles J. Boulier III Officer (principal accounting and
financial officer)
Director
-----------------------
Adolf G. Carlson
/s/ Marie S. Gustin Director June 22, 2000
-----------------------
Marie S. Gustin
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/s/ Fred M. Hollfelder Director June 22, 2000
------------------------
Fred M. Hollfelder
/s/ Mark E. Karp Director June 22, 2000
------------------------
Mark E. Karp
------------------------ Director
Steven T. Martin
/s/ Harry N. Mazadoorian Director June 22, 2000
-------------------------
Harry N. Mazadoorian
/s/ Jeffrey T. Witherwax Director June 22, 2000
-------------------------
Jeffrey T. Witherwax
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<TABLE>
<CAPTION>
EXHIBIT INDEX
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Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
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<S> <C> <C> <C>
4 American Financial Holdings Inc. Incorporated by reference. --
2000 Stock-Based Incentive
Program
5 Opinion of Muldoon, Murphy & Filed herewith. 12
Faucette LLP
23.0 Consent of Muldoon, Murphy & Contained in Exhibit 5. --
Faucette LLP
23.1 Accountants Consent Filed herewith. 15
24 Power of Attorney Located on the signature page. --
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