Registration No. 333-_____
Filed October 8, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Life Bancorp, Inc.
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(Exact Name of Registrant as Specified in its Articles of Incorporation)
Virginia 54-1711207
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(State of Incorporation) (I.R.S. Employer Identification No.)
109 East Main Street
Norfolk, Virginia 23510
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(Address of Principal Executive Offices)
Life Savings Bank, FSB Employees' Savings & Profit Sharing Plan
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(Full Title of the Plan)
Copies to:
Edward E. Cunningham Timothy B. Matz, Esq.
Chairman of the Board, President and Hugh T. Wilkinson, Esq.
Chief Executive Officer Patricia J. Wohl, Esq.
Life Bancorp, Inc. Elias, Matz, Tiernan & Herrick L.L.P.
109 East Main Street 734 15th Street, N.W.
Norfolk, Virginia 23510 Washington, D.C. 20005
- --------------------------------------- (202) 347-0300
(Name and Address of Agent For Service)
(757) 858-1000
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(Telephone Number, Including Area Code, of
Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(2) Offering Price(2) Fee
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Common Stock,
par value
$.01 25,000(1) $16.125 $403,125 $122.16
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(1) Represents an estimate of such presently undeterminable number of shares as
may be purchased with employee contributions pursuant to the Life Savings Bank,
FSB Employees' Savings & Profit Sharing Plan (the "Plan"). The Plan is the
successor to the Life Savings Bank, FSB Financial Institutions Thrift Plan (the
"Thrift Plan"), effective May 1, 1995. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h). The Proposed Maximum Offering Price
Per Share is the average of the high and low prices of the common stock, par
value $.01 per share (the "Common Stock") of Life Bancorp, Inc. (the "Company"
or the "Registrant") on the Nasdaq National Market on October 2, 1996.
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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 of
1933, as amended, and 17 C.F.R. ss. 230.462.
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This Registration Statement registers shares to be issued pursuant to
the Plan in addition to shares which were previously registered by the Company's
Registration Statement on Form S-8 (Commission File No. 33-91836) filed with the
Securities and Exchange Commission ("Commission") on May 2, 1995. The contents
of the prior Form S-8 are incorporated by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following exhibits are filed with this Registration Statement on
Form S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):
No. Exhibit Page
4 Specimen Common Stock Certificate. *
23 Consent of Edmondson, LedBetter & Ballard, L.L.P. E-1
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement). --
99 Life Savings Bank, FSB Employees' Savings & Profit
Sharing Plan *
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* Incorporated by reference from the Company's Registration Statement on
Form S-8 (Commission File No. 33-91836) filed with the Commission on May 2,
1995.
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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 Norfolk, Commonwealth of Virginia, on this 8th day of
October, 1996.
LIFE BANCORP, INC.
By: /s/ Edward E. Cunningham
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Edward E. Cunningham, 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 Edward E. Cunningham his or her 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/ Edward E. Cunningham October 8, 1996
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Edward E. Cunningham
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
/s/ Emory J. Dunning, Jr. October 8, 1996
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Emory J. Dunning, Jr.
Senior Vice President, Treasurer
and Chief Financial Officer
(Principal Financial Officer)
/s/ Joseph C. Addington, Jr. October 8, 1996
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Joseph C. Addington, Jr.
Director
/s/ Charles M. Earley, Jr., M.D. October 8, 1996
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Charles M. Earley, Jr., M.D.
Director
/s/ William J. Fanney October 8, 1996
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William J. Fanney
Director
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/s/ E. Saunders Early, Jr. October 8, 1996
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E. Saunders Early, Jr.
Director
/s/ Donald I. Fentress October 8, 1996
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Donald I. Fentress
Director
/s/ William J. Jonak, Jr. October 8, 1996
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William J. Jonak, Jr.
Director
/s/ Frederick V. Martin October 8, 1996
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Frederick V. Martin
Director
/s/ Tollie W. Rich, Jr. October 8, 1996
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Tollie W. Rich, Jr.
Executive Vice President, Chief
Operating Officer and Director
/s/ Braden Vandeventer October 8, 1996
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Braden Vandeventer
Director
Pursuant to the requirements of the Securities Act of 1933, the trustee
who administers the employee benefit plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norfolk, Commonwealth of Virginia, on October 8,
1996.
LIFE SAVINGS BANK, FSB
EMPLOYEES' SAVINGS & PROFIT
SHARING PLAN
LIFE SAVINGS BANK, FSB TRUSTEE
By: /s/ Edward E. Cunningham
-------------------------------------
Edward E. Cunningham, Chairman of the
Board, President and Chief Executive
Officer
<PAGE>
Exhibit 23
Consent of Edmondson, LedBetter & Ballard, L.L.P.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 29, 1996
(except with respect to the matters discussed in Note 21 as to which the date is
March 8, 1996) included in Life Bancorp, Inc.'s Form 10-K for the year ended
December 31, 1995. We also consent to the incorporation by reference in this
registration statement of our report dated June 26, 1996 included in Life
Savings Bank, FSB Employees' Savings & Profit Sharing Plan Form 11-K for the
year ended December 31, 1995 and to all references to our firm included in this
registration statement.
/s/ Edmondson, Ledbetter & Ballard, L.L.P.
Norfolk, Virginia
September 27, 1996
