Registration No. 333-________
Filed December 12, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HARRINGTON FINANCIAL GROUP, INC.
(Exact Name of Registrant as specified in its Articles of Incorporation)
Indiana 48-1050267
(State of incorporation) (IRS Employer Identification No.)
722 East Main Street, P.O. Box 968
Richmond, Indiana 47375
(Address of principal executive offices, including zip code)
1996 STOCK OPTION PLAN
1993 STOCK COMPENSATION PROGRAM
(Full Title of the Plan)
Copies to:
Catherine Habschmidt Norman B. Antin, Esq.
CFO and Treasurer Elias, Matz, Tiernan & Herrick L.L.P.
Harrington Financial Group, Inc. 734 15th Street, N.W.
722 East Main Street Washington, D.C. 20005
Richmond, Indiana 47375 (202) 347-0300
(765) 962-8531
(Name, address, and telephone number
of agent for service)
Page 1 of 15 pages Index to
Exhibits is located on page 7.
<PAGE>
<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 $0.125 per share 143,200(2) $ 7.50 (3) $1,074,000 $316.83
Common Stock, par
value $0.125 per share 93,250(4) $12.875(5) $1,200,594 $354.18
Common Stock, par
value $0.125 per share 33,250(6) $10.64 (7) $ 353,780 $104.37
------- ---------- -------
Total 269,700 $ 9.75 $2,628,374 $775.38
======= ====== ========== =======
</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 Harrington Financial Group, Inc. (the "Company" or "Registrant") 1996
Stock Option Plan (the "Plan") as a result of a stock split, stock dividend
or similar adjustment of the outstanding common stock, $0.125 par value per
share ("Common Stock"), of the Company.
(2) Represents the 143,200 shares issued pursuant to the 1993 Stock
Compensation Program (the "Program").
(3) The Proposed Maximum Offering Price Per Share with respect to which stock
options have been granted under the Program is $7.50 per share, the
weighted average exercise price for the options which are outstanding under
the Program as of the date hereof which has been used as a basis for
calculation of the registration fee under Rule 457(h)(1) of the Securities
Act of 1933, as amended ("Securities Act").
(4) Represents the shares reserved for issuance pursuant to the Plan.
(5) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act. The
Proposed Maximum Offering Price Per Share for the 93,250 shares for which
stock options have not been granted under the Plan is equal to the average
of the high and low prices of the Common Stock of the Company on December
10, 1997 on the National Association of Securities Dealers Automated
Quotation ("Nasdaq") National Market.
(6) Represents the 33,250 shares issued pursuant to the Plan.
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<PAGE>
(7) The Proposed Maximum Offering Price Per Share with respect to which stock
options have been granted under the Plan is $10.64 per share, the weighted
average exercise price for the options which are outstanding under the Plan
as of the date hereof which has been used as a basis for calculation of the
registration fee under Rule 457(h)(1) of the Securities Act.
--------------------------
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. ss. 230.462.
3
<PAGE>
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 Company's Annual Report on Form 10-K for the year
ended June 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 for the year ended June 30, 1997
through the date of this filing;
(c) The description of the Common Stock of the Company
contained in Item 1 in the Company's Registration Statement on Form 8-A
(File No. 0-27940) filed with the Commission on March 7, 1996; and
(d) 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 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.
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Item 6. Indemnification of Directors and Officers.
In accordance with the Indiana Business Corporation Law, Article IX of
the Registrant's Amended and Restated Articles of Incorporation provides as
follows:
ARTICLE IX
INDEMNIFICATION AND LIABILITY
A. Personal Liability of Directors. 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.
B. Indemnification. 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, except 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, against expenses (including attorney's 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 Indiana law.
C. Advancement of Expenses. Reasonable expenses incurred by an officer,
director, employee or agent of the Company in defending a civil or criminal
action, suit or proceeding described above in "Indemnification" shall be paid by
the Company in advance of the final disposition of such action, suit or
proceeding to the full extent permitted under Indiana law.
D. Other Rights. The indemnification and advancement of expenses
provided by or pursuant to this Article shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Company's Articles of Incorporation, any insurance or
other agreement, vote of shareholders or directors or otherwise, both as to
actions in their official capacity and as to actions in another capacity while
holding an office, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit to the heirs, executors and
administrators of such person provided that no indemnification shall be made to
or on behalf of any individual if a judgment or other final adjudication
establishes that his act or omissions (i) were in breach of his duty of loyalty
to the Company or its stockholders, (ii) were not in good faith or involved a
knowing violation of law or (iii) resulted in the receipt of an improper
personal benefit.
5
<PAGE>
E. Insurance. The Company shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of another company, partnership, joint venture, trust, employee benefit
plan or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under the provisions of these Articles of Incorporation.
F. Modification. The duties of the Company to indemnify and to advance
expenses to a director or officer provided in this Article shall be in the
nature of a contract between the Company and each such director or officer, and
no amendment or repeal of any provision of this Article shall alter, to the
detriment of such director or officer, the right of such person to the advance
of expenses or indemnification related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
6
<PAGE>
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):
No. Exhibit
5 Opinion of Elias, Matz, Tiernan & Herrick
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 Deloitte & Touche LLP
24 Power of attorney for any subsequent
amendments is located in the signature pages
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, (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 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, 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.
7
<PAGE>
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, 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 and
is, therefore, unenforceable. In the event that a claim for indemnification
against 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 questions whether such indemnification by it is against public
policy expressed in the Securities Act and will be governed by the final
adjudication of such issue.
8
<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 Richmond, State of Indiana on December 12, 1997.
HARRINGTON FINANCIAL GROUP, INC.
By /s/Craig J. Cerny
-----------------
Craig J. Cerny
President
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 Craig J. Cerny 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/Craig J. Cerny December 12, 1997
- -----------------
Craig J. Cerny
President and Chief Executive Officer
(Principal Executive Officer)
/s/Catherine A. Habschmidt December 12, 1997
- --------------------------
Catherine A. Habschmidt
Chief Financial Officer and Treasurer
9
<PAGE>
/s/Douglas T. Breeden December 12, 1997
- ---------------------
Douglas T. Breeden
Chairman of the Board
/s/William F. Quinn December 12, 1997
- -------------------
William F. Quinn
Director
/s/Daniel C. Dektar December 12, 1997
- -------------------
Daniel C. Dektar
Director
/s/Michael J. Giarla December 12, 1997
- --------------------
Michael J. Giarla
Director
/s/Stephen A. Eason December 12, 1997
- -------------------
Stephen A. Eason
Director
/s/Lawrence E. Golaszewski December 12, 1997
- --------------------------
Lawrence E. Golaszewski
Director
/s/David F. Harper December 12, 1997
- ------------------
David F. Harper
Director
10
<PAGE>
/s/Stanley J. Kon December 12, 1997
- -----------------
Stanley J. Kon
Director
/s/John J. McConnell December 12, 1997
- --------------------
John J. McConnell
Director
/s/Marianthe S. Newkill December 12, 1997
- -----------------------
Marianthe S. Newkill
Director
11
Exhibit 5.0
Opinion Letter From Elias, Matz, Tiernan & Herrick L.L.P.
<PAGE>
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
-----
TIMOTHY B. MATZ Telephone: (202) 347-0300 JEFFREY D. HAAS
Facsimile: (202) 347-2172
WWW.EMTH.COM
STEPHEN M. EGE KEVIN M. HOULIHAN
RAYMOND A. TIERNAN KENNETH B. TABACH
W. MICHAEL HERRICK PATRICIA J. WOHL
GERARD L. HAWKINS JEFFREY R. HOULE
NORMAN B. ANTIN
JOHN P. SOUKENIK*
GERALD F. HEUPEL, JR.
JEFFREY A. KOEPPEL ____________
DANIEL P. WEITZEL
PHILIP ROSS BEVAN
HUGH T. WILKINSON December 12, 1997 OF COUNSEL
ALLIN P. BAXTER
JACK I. ELIAS
SHERYL JONES ALU
*NOT ADMITTED IN D.C. VIA EDGAR
Board of Directors
Harrington Financial Group, Inc.
722 East Main Street, P.O. Box 968
Richmond, Indiana 47375
Re: Registration Statement on Form S-8
269,700 Shares of Common Stock
Gentlemen:
We are special counsel to Harrington Financial Group, Inc., an Indiana
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 269,700 shares of common
stock, par value $.125 per share ("Common Stock"), to be issued pursuant to the
Corporation's 1993 Stock Compensation Program and 1996 Stock Option Plan
(collectively, the "Plans") upon the exercise of stock options and, with respect
to the 1996 Stock Option Plan, stock appreciation rights (referred to as "Option
Rights"). The Registration Statement also registers an indeterminate number of
additional shares which may be necessary under the 1996 Stock Option 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.
<PAGE>
Board of Directors
December 12, 1997
Page 2
For this purpose, we have reviewed the Registration Statement and
related Prospectuses, the Amended and Restated Articles of Incorporation and
Bylaws of the Corporation, the Plans, 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 this opinion. In addition,
we have assumed, without independent verification, the genuineness 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 Option Rights granted under the terms of
the Plans 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 Plans 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 Plans, when issued and sold pursuant to the
Plans 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 Prospectuses for the two Plans 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/ Norman B. Antin
-------------------
Norman B. Antin, a Partner
Exhibit 23.2
Consent of Deloitte & Touche LLP
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Harrington Financial Group, Inc. on Form S-8 of our report dated July 23, 1997
(August 7, 1997 as to Note 19), appearing in the Annual Report on Form 10-K of
Harrington Financial Group, Inc. for the year ended June 30, 1997.
/s/DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
December 12, 1997
