As filed with the Securities and Exchange Commission on January 19, 2001
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Fidelity Bancorp, Inc.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 25-1705405
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1009 Perry Highway
Pittsburgh, Pennsylvania 15237
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(Address of principal executive offices)
Fidelity Bancorp, Inc. 2000 Stock Compensation Plan
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(Full Title of the Plan)
Evan M. Seigel, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W.
Suite 340 West
Washington, D.C. 20005
(202) 434-4660
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed Maximum Amount of
Securities to Amount to be Maximum Offering Aggregate Offering Registration
be Registered Registered (1) Price Per Share Price (2) Fee (2)
------------- -------------- --------------- ---------- --------
<S> <C> <C> <C> <C>
Common Stock
$0. 01 par value
per share 21,000 shares (2) $250,743 $62.69
================= ================== ==================== =================== ==============
</TABLE>
(1) The maximum number of shares of common stock issuable upon awards to be
granted under the Fidelity Bancorp, Inc. 2000 Stock Compensation Plan
(the "Plan") consists of 21,000 shares which are being registered under
this Registration Statement and for which a registration fee is being
paid. Additionally, an indeterminate number of additional shares which
may be offered and issued to prevent dilution resulting from stock
splits, dividends or similar transactions.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be
calculated, inter alia, based upon the price at which the stock options
may be exercised. An aggregate of 21,000 shares are being registered
hereby, of which 4,750 shares are under option at a weighted average
exercise price of $10.88 per share ($51,680 in the aggregate). The
remainder of such shares, which are not presently subject to options
(16,250 shares), are being registered based upon the average of the
high and low selling prices of the Common Stock of the Registrant as
reported on the Nasdaq National Market on January 16, 2001 of $12.25
per share ($199,063 in the aggregate) for a total offering of $250,743.
This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information. *
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*This Registration Statement relates to the registration of 21,000
shares of Fidelity Bancorp, Inc. (the "Company" or "Registrant") common stock,
$.01 par value per share (the "Common Stock") issuable to employees, officers
and directors of the Registrant or its subsidiary as compensation for services
in accordance with the Fidelity Bancorp, Inc. 2000 Stock Compensation Plan (the
"Plan"). Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in the Plan as
specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements 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.
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The Company became subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") on April 9, 1997 and,
accordingly, files periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the Company filed
with the Commission may be inspected and copies may be obtained (at prescribed
rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The following documents filed by the Company are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 2000, as filed with the Commission; and
(b) The description of the Company's securities as contained in the
Company's Registration Statement on Form 8-A, as filed with the Commission on
April 9, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
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Not Applicable
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Item 5. Interests of Named Experts and Counsel.
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Not Applicable
Item 6. Indemnification of Directors and Officers.
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Section 1741 of the Pennsylvania Business Corporation Law provides that
an officer, director, employee or agent may be indemnified by the Company from
and against expenses, judgments, fines, settlements and other amounts actually
and reasonably incurred in connection with threatened, pending or contemplated
proceedings (other than an action by or in the right of the Company) if such
person acted in good faith in a manner that such person reasonably believes to
be in, or not opposed to, the best interests of the Company.
Pursuant to the Company's Articles of Incorporation, a director of the
Company shall not be personally liable for monetary damages for any action
taken, or any failure to take any action, as a director except to the extent
that by law a director's liability for monetary damages may not be limited. The
Company shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
including actions by or in the right of the Company, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines, excise taxes and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding to the full extent permissible
under Pennsylvania law.
Under a directors' and officers' liability insurance policy, directors
and officers of the Company are insured against certain liabilities, including
certain liabilities under the Securities Act of 1933, as amended. Additionally,
the Company has in force a Directors and Officers Liability Policy underwritten
by Fidelity and Deposit with a $4.0 million aggregate limit of liability and an
aggregate deductible of $50,000 per loss both for claims directly against
officers and directors and for claims where the Company is required to indemnify
directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933 Act") may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
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Not Applicable
Item 8. Exhibits.
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For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
3
<PAGE>
Item 9. Undertakings.
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(a) 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 1933 Act;
(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;
(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 no apply if the
Registration Statement is on Form S-3, Form S-8, and 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
1934 Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 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.
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
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<PAGE>
(d) Insofar as indemnification for liabilities arising under the 1933
Act 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 1933 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 expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
5
<PAGE>
SIGNATURES
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 the City of Pittsburgh in the Commonwealth of Pennsylvania, as of
January 19, 2001.
Fidelity Bancorp, Inc.
By: /s/Richard G. Spencer
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Richard G. Spencer
President, Chief Operating Officer, and
Chief Financial Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Fidelity Bancorp, Inc. do
hereby severally constitute and appoint Richard G. Spencer as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Richard G. Spencer may
deem necessary or advisable to enable Fidelity Bancorp, Inc. to comply with the
Securities Act of 1933, as amended, 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 any
of 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 ratify and confirm all that said Richard G. Spencer shall do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of the date indicated.
/s/William L. Windisch /s/Richard G. Spencer
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William L. Windisch Richard G. Spencer
Chief Executive Officer and President, Chief Operating Officer and
Chairman of the Board Chief Financial Officer
(Principal Executive, Financial and
Accounting Officer)
January 19, 2001 January 19, 2001
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(Date) (Date)
/s/John R. Gales /s/Robert F. Kastelic
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John R. Gales Robert F. Kastelic
Director Director
January 19, 2001 January 19, 2001
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(Date) (Date)
<PAGE>
/s/Oliver D. Keefer /s/Charles E. Nettrour
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Oliver D. Keefer Charles E. Nettrour
Director Director
January 19, 2001 January 19, 2001
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(Date) (Date)
/s/Joanne Ross Wilder
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Joanne Ross Wilder
Director
January 19, 2001
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(Date)
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
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4.1 Fidelity Bancorp, Inc.
2000 Stock Compensation Plan
4.2 Form of Stock Option Agreement
4.3 Form of Stock Award Tax Notice
5.1 Opinion of Malizia Spidi & Fisch, PC as to the validity of the
Common Stock being registered
23.1 Consent of Malizia Spidi & Fisch, PC (appears in their opinion
filed as Exhibit 5.1)
23.2 Consent of KPMG LLP
24 Reference is made to the Signatures section of this Registration
Statement for the Power of Attorney contained therein
