<PAGE>
As filed with the Securities and Exchange Commission on October 29, 1997
Registration No.
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PALFED, INC.
(Exact name of Registrant as specified in its charter)
South Carolina 57-0821295
(State of Incorporation) (I.R.S. Employer
IdentificationNo.)
107 Chesterfield Street South 29801
Aiken, South Carolina (Zip Code)
(Address of Principal
Executive Offices)
PALFED, INC.
1993 STOCK OPTION PLAN
(Full Title of the Plan)
Howard M. Hickey, Jr. with copies to:
Executive Vice President, General Charles M. Flickinger
Counsel and Secretary Sutherland, Asbill & Brennan
PALFED, Inc. 999 Peachtree Street, N. E.
107 Chesterfield Street South Atlanta, Georgia 30309-3996
Aiken, South Carolina 29801 (404) 853-8000
(803) 642-1400
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share(1) price registration fee
- ------------------- ------------- ---------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock
$1.00 par value 100,000 shares $26.12 $2,612,000 $791.52
</TABLE>
(1) The price is estimated in accordance with Rule 457(h) under
the Securities Act of 1933, solely for the purpose of calculating
the registration fee, and represents the average of the high and
low sale prices of the Common Stock of PALFED, Inc. on the Nasdaq
National Market System on October 24,1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by PALFED, Inc. (the
"Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by
reference as of their respective dates:
(a) Annual Report on Form 10-K for the year ended December
31, 1996;
(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
fiscal year covered by the Company's Annual Report referred to in
(a) above; and
(c) The description of the Company's Common Stock contained
in the Registrant's Registration Statement on Form S-2 (SEC File
No. 33-65338) as Exhibit 4.1, filed on July 1, 1993.
All reports filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date
hereof and 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. Any statement contained in any of such documents
hereby incorporated by reference will be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained herein modifies or supersedes
such statement. Any such statement so modified or superseded
will not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable. See response to Item 3.
Item 5. Interests of Named Experts and Counsel
The consolidated statements of financial condition as of
December 31, 1996 and 1995, and the consolidated statements of
operations, stockholders' equity and cash flows for each of the
three years in the period ended December 31, 1996, included in
-2-
<PAGE>
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (SEC File No. 33-65338), filed on March 31,
1997 have been incorporated herein in reliance on the report of
Coopers & Lybrand, L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers
South Carolina Business Corporation Act
Pursuant to Section 33-8-510 of the South Carolina Business
Corporation Act ("SCBCA"), the Company may indemnify an
individual made party to a proceeding because he is or was a
director against liability incurred in the proceeding if (1) he
conducted himself in good faith; and (2) he reasonably believed:
(i) in the case of conduct in his official capacity with the
Company, that his conduct was in its best interest, and (ii) in
all other cases, that his conduct was at least not opposed to its
best interest. In the case of a criminal proceeding, a director
may be indemnified if he had no reasonable cause to believe his
conduct was unlawful. The Company may not indemnify a director
in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation or in connection with any other proceeding charging
improper personal benefit to him, whether or not involving action
in his official capacity, in which he was adjudged liable on the
basis that personal benefit was improperly received by him. The
termination of any claim, action, suit or proceeding by judgment,
order, settlement (whether with or without court approval),
conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the persons did
not act in good faith and in a manner which they reasonably
believed to be in, or not opposed to, the best interests of the
Company. In addition, SCBCA Section 33-8-520 provides that
indemnification is granted of right whenever a director was
wholly successful, on the merits or otherwise in the defense of
any proceeding to which he was a party because he is or was a
director of the Company against reasonable expenses incurred by
him in connection with the proceeding. If consistent with the
Company's Articles of Incorporation, an officer, agent or
employee of the Company who is not a director may be indemnified
by the corporation on a discretionary basis as if he were a
director pursuant to SCBCA Section 33-8-560. The Company may
purchase insurance on behalf of any person who was or is a
director, officer, employee or agent of the Company against any
liability, whether or not the Company would have the power to
indemnify such person under the provisions of the SCBCA.
Articles of Incorporation and Bylaws
The Company's Bylaws provide that 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 whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Company), by reason of the fact that he is or was a director,
officer, employee or agent of the Company or is or was serving at
its request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise (all of whom are hereinafter referred to in the
aggregate as "indemnified persons" and in the singular as an
"indemnified person") against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding. Such
indemnification is contingent upon the indemnified person's
having acted in good faith and, (i) in the case of conduct in his
official capacity with the Company, having reasonably believed
his conduct to be in the best interests of the Company, (ii) in
all other cases, having reasonably believed his conduct to be at
least not opposed to the best interests of the Company, and (iii)
with respect to any criminal action or proceeding, having no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the Company and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his
conduct was unlawful.
The Company also shall indemnify any indemnified person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the Company to procure a judgment in its favor by reason
of the fact that such indemnified 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, employee or agent of
another corporation, partnership, joint venture or trust or other
enterprise, against expenses actually and reasonably incurred by
him in connection with the defense or settlement of such action
or suit, if he acted in good faith and, in the case of conduct in
his official capacity with the Company, he reasonably believed
his conduct to be in the best interests of the Company or, in all
other cases, he reasonably believed his conduct to be at least
not opposed to the best interests of the Company. Any
indemnification under the Bylaws (unless ordered by a court)
shall be made only as authorized in the specific case
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<PAGE>
upon a determination by a majority of the disinterested
directors, the shareholders or, in certain circumstances,
independent legal counsel.
The Bylaws also provide that the Company may purchase and
maintain insurance at its expense to protect itself and any
indemnified person against any such liability, cost, payment or
expense whether or not the Company would have the power under its
Bylaws to indemnify such person against such liability.
Contractual Indemnification
The Bylaws provide that the Company may enter into
agreements with any director, officer, employee or agent
providing for indemnification to the full extent permitted by
South Carolina law.
The foregoing rights of indemnification and advancement of
expenses are not intended to be exclusive of any other right to
which those indemnified may be entitled, and the Company has
reserved the right to provide additional indemnity and rights to
its directors, officers, employees or agents to the extent they
are consistent with law. The Company carries insurance for the
purpose of providing indemnification to its directors and
officers. Such insurance provides for indemnification of the
Company for losses and expenses it might incur to its directors
and officers for successful defense of claims alleging negligent
acts, errors, omissions or breach of duty while acting in their
capacity as directors or officers and indemnification of its
directors and officers for losses and expenses upon the
unsuccessful defense of such claims.
Insofar as indemnification for liabilities arising under the
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 SEC such
indemnification is against public policy as expressed in the 1933
Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.0 PALFED, Inc. 1993 Stock Option Plan as amended as of
April 23, 1996, filed on May 20, 1996 as Exhibit 4.0 to the
Registrant's Post-Effective Amendment No. 1 to Form S-8
Registration Statement (SEC File No. 33-65484).
4.1 Restated Articles of Incorporation of PALFED, Inc., filed on
July 1, 1993 as Exhibit 4.1 to the Registrant's Registration
Statement on Form S-2 (SEC File No. 33-65338), is hereby
incorporated herein by reference.
4.2 Bylaws of PALFED, Inc, as amended, incorporated by reference
to Exhibit 3.2 to the Registrant's Current Report on Form
8-K dated October 21, 1996, and to Exhibit 3.2 to the
Registrant's Current Report on Form 8-K dated August 30,
1997, filed on October 22, 1996 and September 2, 1997,
respectively.
5 Opinion of Howard M. Hickey, Jr. as to the legality of
securities being registered.
24.1 Consent of Howard M. Hickey, Jr. is contained in Exhibit 5.
24.2 Consent of Coopers & Lybrand, L.L.P. as to their report on
the financial statements of the Registrant.
25 Power of Attorney (included in signature pages).
-4-
<PAGE>
Item 9. Undertakings
(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 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;
(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 registration statement is on Form S-3 or 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 section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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.
(b) 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 section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
(c) 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 such
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, such
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>
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 Aiken, State of South Carolina on October 29, 1997.
PALFED, INC.
By: /s/ John C. Troutman
---------------------
John C. Troutman
President and Chief Executive Officer
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Darrell R. Rains and Howard M. Hickey,
Jr., and each of them, his true and lawful attorneys-in-fact and agents, 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 this
Registration Statement and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitutes, may
lawfully 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Albert H. Peters, Jr. Chairman of the Board October 29, 1997
- -------------------------
Albert H. Peters, Jr.
/s/ John C. Troutman President, Chief Executive Officer October 29, 1997
- ------------------------- and Director
John C. Troutman
/s/ Darrell R. Rains Executive Vice President, October 29, 1997
- ------------------------- Treasurer and Chief Financial Officer
Darrell R. Rains
/s/ Michael B. Smith Senior Vice President and Controller October 29, 1997
- -------------------------
Michael B. Smith
</TABLE>
[Signatures continued on next page]
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<PAGE>
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ William F. Cochrane Director October 29, 1997
- --------------------------
William F. Cochrane
/s/ Patrick D. Cunning Director October 29, 1997
- --------------------------
Patrick D. Cunning
/s/ Edward Larry Hutto Director October 29, 1997
- --------------------------
Edward Larry Hutto
/s/ Harold D. Kingsmore Director October 29, 1997
- --------------------------
Harold D. Kingsmore
/s/ R. Bruce McBratney Director October 29, 1997
- --------------------------
R. Bruce McBratney
/s/ Edwin S. Pearlstine, Jr. Director October 29, 1997
- ----------------------------
Edwin S. Pearlstine, Jr.
/s/ Ambrose L. Schwallie Director October 29, 1997
- ---------------------------
Ambrose L. Schwallie
/s/ Charles E. Simons, III Director October 29, 1997
- ---------------------------
Charles E. Simons, III
</TABLE>
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<PAGE>
Pursuant to the requirements of the Securities Act of
1933, the Administrator of the PALFED, Inc. 1993 Stock Option
Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Aiken, State of South Carolina, on October 29, 1997.
PALFED, Inc., as Administrator
of the PALFED, Inc. 1993 Stock
Option Plan
By: /s/ Darrell R. Rains
----------------------------
Darrell R. Rains
Executive Vice President,
Treasurer
and Chief Financial Officer
-8-
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
4.0 PALFED, Inc. 1993 Stock Option Plan filed on May 20,
1996 as Exhibit 4.0 to the Registrant's Post-Effective
Amendment No. 1 to Form S-8 Registration Statement (SEC
File No. 33-65484).
4.1 Restated Articles of Incorporation of PALFED, Inc.,
filed on July 1, 1993 as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-2 (SEC
File No. 33-65338), is hereby incorporated herein by
reference.
4.2 Bylaws of PALFED, Inc, as amended, incorporated by
reference to Exhibit 3.2 to the Registrant's Current
Report on Form 8-K dated October 21, 1996, as amended
by Exhibit 3.2 to the Registrant's Current Report on
Form 8-K dated August 30, 1997, filed on October 22,
1996 and September 2, 1997, respectively.
5 Opinion of Howard M. Hickey, Jr. as to the legality of
securities being registered.
24.1 Consent of Howard M. Hickey, Jr. is contained in
Exhibit 5.
24.2 Consent of Coopers & Lybrand, L.L.P. as to their report
on the financial statements of the Registrant.
25 Power of Attorney (included in signature pages).
-9-
<PAGE>
EXHIBIT 5
<PAGE>
October 29, 1997
Board of Directors
PALFED, Inc.
107 Chesterfield Street South
Aiken, SC 29801
Re: Registration Statement on Form S-8 under the
Securities Act of 1933, as amended
Gentlemen:
PALFED, Inc., a South Carolina corporation (the "Company"), is filing with
the Securities and Exchange Commission (the "SEC") a Registration Statement on
Form S-8 under the Securities Act of 1933, as amended (the "Registration
Statement") in connection with the registration of 100,000 shares of its common
stock, $1.00 par value (the "Shares"), to be issued pursuant to the PALFED, Inc.
1993 Stock Option Plan (the "Plan").
In my capacity as General Counsel of the Company, I have examined originals
or copies, certified or otherwise identified to my satisfaction, of the Articles
of Incorporation and Bylaws of the Company and such matters of law and such
documents, records, agreements and certificates as I have considered necessary
as a basis for the opinions given herein. In all examinations of documents, I
have assumed the genuineness of all signatures on original documents and the
conformity to original documents of all copies submitted to me as certified,
conformed or photostatic copies.
Based on the foregoing, I am of the opinion that when issued pursuant to
the Plan, the Shares will be validly authorized and issued, fully paid and
nonassessable shares of common stock of the Company.
I hereby consent to the use of this opinion in connection with the
Registration Statement and to the reference to me in the Registration Statement.
Very truly yours,
/s/ Howard M. Hickey, Jr.
Howard M. Hickey, Jr.
Executive Vice President,
General Counsel and Secretary
<PAGE>
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of PALFED, Inc. on Form S-8 (File No. ) of our report, which includes an
explanatory paragraph concerning changes in methods of accounting for
impaired loans and mortgage servicing rights in 1995, dated February 22,
1997, on our audits of the consolidated financial statements of PALFED, Inc.
and subsidiaries as of December 31, 1996 and 1995, and for the three years
ended December 31, 1996, which report is included in the Company's Annual
Report on Form 10-K for the year ending December 31, 1996. We also consent to
the reference to our firm under the caption "Interests of Named Experts and
Counsel."
/s/ Coopers & Lybrand, L.L.P.
Atlanta, Georgia
October 27, 1997
