As filed with the Securities and Exchange Commission on January 28, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
CAMERON FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 43-1702410
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
123 East 3rd Street, Cameron, Missouri 64429
(Address of principal executive offices) (Zip Code)
CAMERON FINANCIAL CORPORATION
RECOGNITION AND RETENTION PLAN
(Full title of the plan)
Robert I. Lipsher, Esq.
Luse Lehman Gorman Pomerenk & Schick, P.C.
Suite 400
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20015
(Name and address of agent for service)
(202) 274-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed max.
Proposed max. aggregate
Title of securities Amt to be offering price offering Amount of
to be registered registered 1 per share price registration fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per
share 121,077 $16.10 $1,949,340 (2) $591 (2)
shares
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth
above, an indeterminate number of shares which, by reason of certain
events
specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating
the registration fee. The proposed maximum offering price per share
represents
the average of the bid and asked prices per share of that class on the
Nasdaq
National Market on January 22, 1997.
</TABLE>
PAGE
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in
Part I of Form S-8 will be sent or given to participants in the
Cameron Financial Corporation Recognition and Retention Plan (the
"Plan") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission,
but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PAGE
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by
Cameron Financial Corporation (the "Company") with the Commission
are hereby incorporated by reference in this Registration
Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996 (File No. 0-25516) filed pursuant
to Rule 13a-1 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(b) all other reports filed by the Company pursuant to Section
12 or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Annual Report referred to above;
(c) the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders held on January 27, 1997;
(d) the description of the common stock, par value $.01 per
share, of the Company contained in the Company's
Registration Statement on Form 8-A (File No. 0-25516) filed
with the Commission on February 7, 1995 and all amendments
or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company with the
Commission 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 hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from
the date of the filing of such documents. Any statement
contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by
reference herein or therein 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 and the Prospectus.
PAGE
<PAGE>
The Company shall furnish without charge to each person to
whom the Prospectus is delivered, on the written or oral request
of such person, a copy of any or all of the documents
incorporated by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be
directed to David G. Just, President and Chief Executive Officer,
Cameron Financial Corporation, 123 East 3rd Street, Cameron,
Missouri 64429, telephone number (816) 632-2154.
All information appearing in this Registration Statement and
the Prospectus is qualified in its entirety by the detailed
information, including financial statements, appearing in the
documents incorporated herein or therein by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article ELEVENTH of the Company's Certificate of
Incorporation provides for indemnification of directors and
officers of the Registrant against any and all liabilities,
judgments, fines and reasonable settlements, costs, expenses and
attorneys' fees incurred in any actual, threatened or potential
proceeding, except to the extent that such indemnification is
limited by Delaware law and such law cannot be varied by contract
or bylaw. Article ELEVENTH also provides for the authority to
purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation's board of directors to grant
indemnity under certain circumstances to directors and officers,
when made, or threatened to be made, parties to certain
proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including
attorneys' fees. In addition, under certain circumstances such
persons may be indemnified against expenses actually and
reasonably incurred in defense of a proceeding by or on behalf of
the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers
of other corporations or enterprises who are serving as such at
the request of the corporation, when such persons are made, or
threatened to be made, parties to certain proceedings by reason
of such status, against judgments, fines, settlements and
expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses
actually and reasonably incurred in connection with the defense
<PAGE>
or settlement of a proceeding by or in the right of such other
corporation or enterprise. Indemnification is permitted where
such person (i) was acting in good faith, (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation or other corporation or enterprise,
as appropriate, (iii) with respect to a criminal proceeding, had
no reasonable cause to believe his conduct was unlawful, and
(iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding
was brought determines that such person is fairly and reasonably
entitled to indemnity).
Unless ordered by a court, indemnification may be made only
following a determination that such indemnification is
permissible because the person being indemnified has met the
requisite standard of conduct. Such determination may be made
(i) by the corporation's board of directors by a majority vote of
a quorum consisting of directors not at the time parties to such
proceeding; or (ii) if such a quorum cannot be obtained or the
quorum so directs, then by independent legal counsel in a written
opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and
officers in defending a proceeding to be paid by the corporation
in advance of the final disposition of such proceedings upon the
receipt of an undertaking by the director or officer to repay
such amount if it is ultimately determined that he is not
entitled to be indemnified by the corporation against such
expenses.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Reference to Prior
Regulation S-K Filing or Exhibit
Exhibit No. Document Number Attached Hereto
- ---------------------------------------------------------------------
<S> <C> <C>
3.1 Certificate of Incorporation of *
Cameron Financial Corporation
3.2 Bylaws of Cameron Financial *
Corporation
4 Specimen form of common stock *
certificate of Cameron Financial
Corporation
PAGE
<PAGE>
5 Opinion of Luse Lehman Gorman Attached as
Pomerenk & Schick, P.C. Exhibit 5
10 Cameron Financial Corporation **
Recognition and Retention Plan
23.1 Consent of Luse Lehman Gorman Attached as
Pomerenk & Schick, P.C. Exhibit 23.1
23.2 Consent of KPMG Peat Marwick LLP Attached as
Exhibit 23.2
24 Power of Attorney Contained on
Signature Page
* Filed as exhibits to the Registrant's Registration Statement on Form S-1
(File No. 33-87900) filed with the Commission on December 23, 1994 pursuant
to Section 5 of the Securities Act of 1933 and all amendments thereto or
reports filed for the purpose of updating such description. All of such
previously filed documents are hereby incorporated herein by reference in
accordance with Item 601 of Regulation S-K
** Filed as Exhibit B to the Registrant's Proxy Statement relating to the
Registrant's January 29, 1996 annual meeting of stockholders, filed with
the Commission on December 15, 1995, which is hereby incorporated herein by
reference.
</TABLE>
PAGE
<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 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.
(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 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 the Registrant of
expenses incurred or paid by a director, officer or
controlling person 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 Act and will be governed
by the final adjudication of such issue.
PAGE
<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 the requirements for filing on Form S-8
and the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Cameron, State of Missouri, on January
27, 1997.
CAMERON FINANCIAL CORPORATION
By: /s/ David G. Just
------------------------------------
David G. Just, President,
Chief Executive Officer and Director
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David G. Just or
Ronald W. Hill, his true and lawful attorney-in-fact and agent,
with full power of substitution and re-substitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming said
attorney-in-fact and agent or his substitute or 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 below by the
following persons in the capacities and on the dates indicated.
/s/ David G. Just /s/ Herschel Pickett
- ---------------------------- ---------------------------------
David G. Just, President, Herschel Pickett, Chairman of
Chief Executive Officer and the Board
Director (Principal
Executive and Operating
Officer
PAGE
<PAGE>
Date: January 27, 1997 Date: January 27, 1997
/s/ Kennith R. Baker /s/ George E. Hill
- ---------------------------- ---------------------------------
Kennith R. Baker, Director George E. Hill, Director
Date: January 27, 1997 Date: January 27, 1997
/s/ William F. Baker /s/ Harold D. Lee
- ---------------------------- ---------------------------------
William F. Baker, Director Harold D. Lee, Director
Date: January 27, 1997 Date: January 27, 1997
/s/ Jon N. Crouch /s/ Ronald W. Hill
- ---------------------------- ---------------------------------
Jon N. Crouch, Director Ronald W. Hill, Vice President,
Treasurer and Chief Financial
Officer
Principal Financial and
Accounting Officer)
Date: January 27, 1997 Date: January 27, 1997
PAGE
<PAGE>
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
CAMERON FINANCIAL CORPORATION
- -----------------------------------------------------------------
PAGE
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page Number in
Regulation S-K Sequentially Numbered
Exhibit No. Document Registration Statement
- ---------------------------------------------------------------------
<S> <C> <C>
3.1 Certificate of Incorporation of *
Cameron Financial Corporation
3.2 Bylaws of Cameron Financial *
Corporation
4 Specimen form of common stock *
certificate of Cameron Financial
Corporation
5 Opinion of Luse Lehman Gorman Page
Pomerenk & Schick, P.C.
10 Cameron Financial Corporation **
Recognition and Retention Plan
23.1 Consent of Luse Lehman Gorman Page
Pomerenk & Schick, P.C.
23.2 Consent of KPMG Peat Marwick LLP Page
24 Power of Attorney Contained on
Signature Page
* Filed as exhibits to the Registrant's Registration Statement on Form S-1
(File No. 33-87900) filed with the Commission on December 23, 1994 pursuant
to Section 5 of the Securities Act of 1933 and all amendments thereto or
reports filed for the purpose of updating such description. All of such
previously filed documents are hereby incorporated herein by reference in
accordance with Item 601 of Regulation S-K.
** Filed as Exhibit B to the Registrant's Proxy Statement relating to the
Registrant's January 29, 1996 annual meeting of stockholders, filed with
the Commission on December 15, 1995, which is hereby incorporated herein by
reference.
</TABLE>
<PAGE>
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK]
January 27, 1997
Board of Directors
Cameron Financial Corporation
123 East 3rd Street
Cameron, Missouri 64429
Members of the Board:
We have acted as counsel to Cameron Financial Corporation
(the "Corporation") in connection with the preparation and filing
with the Securities and Exchange Commission of a registration
statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") relating to 121,077 shares of the
Corporation's Common Stock, par value $.01 per share (the "Common
Stock"), to be offered pursuant to the Recognition and Retention
Plan of the Corporation (the "Plan").
In this connection, we have reviewed originals or copies,
certified or otherwise identified to our satisfaction, of the
Plan and form of agreement thereto, the Corporation's Certificate
of Incorporation, Bylaws, resolutions of its Board of Directors
and such other documents and corporate records as we deem
appropriate for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly
authorized.
2. The shares of Common Stock to be offered by the Corporation
will be, when and if issued, sold and paid for as
contemplated by the Plan, legally issued, fully paid and non-
assessable shares of Common Stock of the Corporation.
Very truly yours,
LUSE LEHMAN GORMAN POMERENK &
SCHICK, P.C.
By: /s/ Robert I. Lipsher
-------------------------------
Robert I. Lipsher
<PAGE>
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK]
January 27, 1997
Board of Directors
Cameron Financial Corporation
123 East 3rd Street
Cameron, Missouri 64429
Members of the Board:
We hereby consent to the inclusion of our opinion as
Exhibit 5 of this Registration Statement and the reference to our
firm in the Prospectus. In giving this consent, we do not admit
that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
LUSE LEHMAN GORMAN POMERENK &
SCHICK, P.C.
By: /s/ Robert I. Lipsher
-------------------------------
Robert I. Lipsher
<PAGE>
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Board of Directors
Cameron Financial Corporation
123 East 3rd Street
Cameron, Missouri 64429
Members of the Board:
We consent to the incorporation by reference in the
Registration Statement on Form S-8 of Cameron Financial
Corporation (the "Company") Recognition and Retention Plan of our
report dated November 22, 1996, relating to the consolidated
balance sheets of the Company as of September 30, 1996 and 1995,
and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the years in the
three-year period ended September 30, 1996, which report appears
in the Company's Annual Report on Form 10-K for the fiscal year-
ended September 30, 1996 filed pursuant to the Securities
Exchange Act of 1934, as amended.
KPMG Peat Marwick LLP
Kansas City, Missouri
January 27, 1997
<PAGE>
