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Registration No. 333-_______
Filed November 5, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ENTERPRISE FEDERAL BANCORP, INC.
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(Exact Name of Registrant as specified in its Articles of Incorporation)
Ohio 75-2619961
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(State of incorporation) (IRS Employer Identification No.)
7810 Tylersville Square Drive
West Chester, Ohio 45069
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(Address of principal executive offices, including zip code)
1994 STOCK OPTION PLAN
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(Full Title of the Plan)
Copies to:
Otto L. Keeton
Chairman of the Board, Kevin M. Houlihan, Esq.
President and Chief Elias, Matz, Tiernan & Herrick L.L.P.
Executive Officer 734 15th Street, N.W.
Enterprise Federal Bancorp, Inc. Washington, D.C. 20005
7810 Tylersville Square Drive (202) 347-0300
West Chester, Ohio 45069
(513) 755-4600
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(Name, address, and telephone number
of agent for service)
Page 1 of 9 pages
Index to Exhibits is located on page 6.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
- ------------------ --------------- -------------- ------------------ ---------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 226,860 (2) $9.45 (3) $2,143,827 (3) $632.43
</TABLE>
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(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 Enterprise Federal Bancorp, Inc. ("Company" or "Registrant") 1994
Stock Option Plan ("Option Plan") as a result of a stock split, stock
dividend or similar adjustment of the outstanding common stock, $.01 par
value per share ("Common Stock"), of the Company.
(2) Represents shares currently reserved for issuance pursuant to the Option
Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended ("Securities Act"). The Proposed
Maximum Offering Price Per Share is equal to the weighted average
exercise price for options to purchase 226,860 shares of Common Stock
which are outstanding under the Option Plan as of the date hereof.
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This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. Section 230.462.
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PART I
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended ("Securities Act"), and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Annual Report on Form 10-K of the Company for the year
ended September 30, 1997;
(b) All reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Company's Annual
Report on Form 10-K referred to in clause (a) above;
(c) The description of the Common Stock of the Company contained in
the Company's Registration Statement on Form 8-A (Commission File No.
0-24694) filed with the Commission on August 15, 1994;
(e) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after 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.
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 or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be
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deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
ITEM. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the Ohio General Corporation Law, Article VII of the
Registrant's Articles of Incorporation provides as follows:
ARTICLE VII
INDEMNIFICATION
By resolution adopted by the directors in the manner set forth in
division (E) of Section 1701.13 of the Revised Code of Ohio or its successor,
the Corporation shall indemnify or agree to indemnify:
1. 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 Corporation, by reason of
the fact that he is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, or agent of another corporation, domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit, or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation, and with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by judgment,
order, settlement, or 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 he reasonably believed to be in or
not opposed to the best interests of the Corporation and, with respect to
any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful; and
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2. Any 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 Corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee, or agent of
the Corporation, or is or was serving at the request of the Corporation as
a director, trustee, officer, employee, or agent of another corporation,
domestic or foreign, nonprofit or for profit, partnership, joint venture,
trust or other enterprise against expenses, including attorney's fees,
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 a
manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification shall be made
in respect of any of the following:
a. Any claim, issue or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation unless, and only to the extent that the court
of common pleas or the court in which such action or suit was brought
determines upon application that, despite the adjudication of liability,
but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as the court of
common pleas or such other court shall deem proper;
b. Any action or suit in which the only liability asserted
against a director is pursuant to Section 1701.95 of the Revised Code of
Ohio.
3. To the extent that a director, trustee, officer, employee, or
agent has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in subsections (1) and (2) of
this Article VII, or in defense of any claim, issue, or matter therein,
he shall be indemnified against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the action,
suit or proceeding.
4. Any indemnification under subsections (1) and (2) of this
Article VII, unless ordered by a court, shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, trustee, officer, employee, or agent is
proper in the circumstances because he has met the applicable standard of
conduct set forth in subsections (1) and (2) of this Article VII. Such
determination shall be made by the directors of the Corporation in the
manner set forth in division (E) of Section 1701.13 of the Revised Code
of Ohio.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable since no restricted securities will be reoffered or resold
pursuant to this Registration Statement.
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ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):
<TABLE>
<CAPTION>
No. Exhibit Page
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<S> <C> <C>
4 Specimen Common Stock Certificate* -
5 Opinion of Elias, Matz, Tiernan & Herrick E-1
L.L.P. as to the legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick -
L.L.P. (contained in the opinion included
as Exhibit 5)
23.2 Consent of Grant Thornton E-3
24 Power of attorney for any subsequent -
amendments (located in the signature pages
of this Registration Statement)
99.1 1994 Stock Option Plan**
</TABLE>
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* Incorporated by reference from the Company's Registration Statement on Form
S-1 (Commission File No. 33-78012) filed with the Commission on April 21, 1994.
** Incorporated by reference from the Company's Proxy Statement on Schedule 14A
filed with the Commission on November 30, 1994.
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
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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% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 in such information in the Registration Statement; provided,
however, that clauses (i) and (ii) do not apply if the information required to
be included in a post-effective amendment by those clauses is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act 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.
4. That, for the 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 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.
5. 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 as expressed in the
Securities Act of 1933 and 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, 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 West Chester, State of Ohio, on the 4th day of
November 1998.
ENTERPRISE FEDERAL BANCORP, INC.
By: /s/ Otto L. Keeton
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Otto L. Keeton, Chairman of the Board,
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. Each person whose signature appears
below hereby makes, constitutes and appoints Otto L. Keeton his true and lawful
attorney, with full power to sign for such person and in such person's name and
capacity indicated below, and with full power of substitution any and all
amendments to this Registration Statement, hereby ratifying and confirming such
person's signature as it may be signed by said attorney to any and all
amendments.
/s/ Otto L. Keeton November 4, 1998
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Otto L. Keeton, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas J. Noe November 4, 1998
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Thomas J. Noe, Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
/s/ Michael R. Meister November 4, 1998
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Michael R. Meister, Director, Vice
President and Chief Operating Officer
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/s/ Terrell G. Marty November 4, 1998
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Terrell G. Marty
Director
/s/ Edith P. Mayer November 4, 1998
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Edith P. Mayer
Director and Corporate Secretary
/s/ Steven A. Wilson November 4, 1998
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Steven A. Wilson
Director
/s/ David G. Hendy November 4, 1998
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David G. Hendy
Director
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Exhibit 5
[ELIAS, MATZ, TIERNAN & HERRICK L.L.P. LETTERHEAD]
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone: (202) 347-0300
Facsimile: (202) 347-2172
November 5, 1998
Board of Directors
Enterprise Federal Bancorp, Inc.
7810 Tylersville Square Drive
West Chester, Ohio 45069
Re: Registration Statement on Form S-8
226,860 Shares of Common Stock
Gentlemen:
We are special counsel to Enterprise Federal Bancorp, Inc., an Ohio
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 226,860 shares of common
stock, par value $0.01 per share ("Common Stock"), to be issued pursuant to the
Corporation's 1994 Stock Option Plan (the "Plan") upon the exercise of stock
options (referred to as "Option Rights"). The Registration Statement also
registers an indeterminate number of additional shares which may be necessary
under the Plan to adjust the number of shares reserved thereby for issuance as
the result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of the Corporation. We have been requested by the
Corporation to furnish an opinion to be included as an exhibit to the
Registration Statement.
For this purpose, we have reviewed the Registration Statement and
related Prospectus, the Articles of Incorporation, Code of Regulations and
Bylaws of the Corporation, the Plan, a specimen stock certificate evidencing the
Common Stock of the Corporation and such other corporate records and documents
as we have deemed appropriate. We are relying upon the originals, or copies
certified or otherwise identified to our satisfaction, of the corporate records
of the Corporation and such other instruments, certificates and representations
of public officials, officers and representatives of the Corporation as we have
deemed relevant as a basis for the opinions expressed herein. In addition, we
have assumed, without independent verification, the genuineness
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of all signatures and the authenticity of all documents furnished to us and the
conformance in all respects of copies to originals. Furthermore, we have made
such factual inquiries and reviewed such laws as we determined to be relevant
for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to the Option Rights granted under the terms
of the Plan will continue to be validly authorized on the dates the Common
Stock is issued pursuant to the Option Rights; (ii) on the dates the Option
Rights are exercised, the Option Rights granted under the terms of the Plan
will constitute valid, legal and binding obligations of the Corporation and
will (subject to applicable bankruptcy, moratorium, insolvency, reorganization
and other laws and legal principles affecting the enforceability of creditors'
rights generally) be enforceable as to the Corporation in accordance with their
terms; (iii) the Option Rights are exercised in accordance with their terms and
the exercise price therefor is paid in accordance with the terms thereof; (iv)
no change occurs in applicable law or the pertinent facts; and (v) the
provisions of "blue sky" and other securities laws as may be applicable will
have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth
herein, we are of the opinion as of the date hereof that the shares of Common
Stock to be issued pursuant to the Plan, when issued and sold pursuant to the
Plan and upon receipt of the consideration required thereby, will be legally
issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
We hereby consent to the reference to this firm under the caption
"Legal Opinion" in the Prospectus of the Plan and to the filing of this opinion
as an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ KEVIN M. HOULIHAN
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Kevin M. Houlihan, a Partner
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EXHIBIT 23.2
The Board of Directors
Enterprise Federal Bancorp, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 pertaining to the Enterprise Federal Bancorp, Inc. 1994 Stock
Option Plan of our report dated October 24, 1997, relating to the consolidated
statements of financial condition of Enterprise Bancorp, Inc. as of September
30, 1997 and 1996, and the related consolidated statements of income,
shareholders' equity and cash flows for each of the years in the three-year
period ended September 30, 1997, which report appears in the September 30, 1997
annual report on Form 10-K of Enterprise Federal Bancorp, Inc.
/s/ Grant Thorton LLP
Cincinnati, Ohio
November 4, 1998
