Registration No. 333-______
As filed with the Securities and Exchange Commission on January 20, 2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lincoln Park Bancorp
(Exact Name of Registrant as Specified in its Charter)
United States 61-1479859
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization
31 Boonton Turnpike
Lincoln Park, New Jersey 07035
(Address of Principal Executive Offices)
Lincoln Park Bancorp 2005 Stock-Based Incentive Plan
(Full Title of the Plan)
Copies to:
Donald S. Hom Robert I. Lipsher, Esquire
President and Chief Executive Officer Luse Gorman Pomerenk & Schick, P.C.
Lincoln Park Bancorp 5335 Wisconsin Ave., N.W, Suite 400
31 Boonton Turnpike Washington, D.C. 20015
Lincoln Park, New Jersey 07035 (202) 274-2000
(973) 694-0330
(Name, Address and Telephone
Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
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Common stock, par
value $0.01 per share 18,705(2) $9.45(7) $176,762.25 $18.91
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Common stock, par
value $0.01 per share 17,584(3) $9.45(7) $166,168.80 $17.78
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Common stock, par
value $0.01 per share 66,520(4) $8.90(6) $592,028.00 $63.35
--------------------------------------------------------------------------------------------------------------------
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Common stock, par value
$0.01 per share 24,203(5) $9.45(7) $228,718.35 $24.47
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TOTALS 127,012 $1,163,677.40 $124.51
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(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Lincoln Park Bancorp 2005 Stock-Based Incentive Plan (the "Stock
Benefit Plan") as a result of a stock split, stock dividend or similar
adjustment of the outstanding common stock of Lincoln Park Bancorp (the
"Company") pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the number of shares of common stock awarded as restricted stock
but not vested under the Stock Benefit Plan.
(3) Represents the number of shares of common stock reserved for issuance under
the Stock Benefit Plan or any future grants of restricted stock.
(4) Represents the number of shares of common stock currently reserved for
issuance for options granted pursuant to the Stock Benefit Plan.
(5) Represents the number of shares of common stock reserved for issuance under
the Stock Benefit Plan for any future grants of stock options.
(6) Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(7) Determined pursuant to 17 C.F.R. Section 230.457(c).
This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
The documents containing the information specified in Parts I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
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 documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II.
Item 3. Incorporation of Documents by Reference
The following documents previously or concurrently filed with the
Commission are hereby incorporated by reference in this Registration Statement:
a) The Annual Report on Form 10-KSB of the Company for the fiscal year
ended December 31, 2004 (Commission File No. 000-51078), filed with the
Commission on March 30, 2005 pursuant to Section 13(a) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act");
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 year covered by the Annual Report
on Form 10-KSB referred to in (a) above; and
c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on December 15,
2004 (Commission File No. 000-51078).
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.
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
None.
Item 6. Indemnification of Directors and Officers
Section 545.121 of the Office of Thrift Supervision (OTS) regulations
provides indemnification for directors and officers of the Registrant. Although
there are no indemnification provisions in the charter and bylaws of the
Registrant, all the directors and officers of the Registrant have
indemnification under OTS Regulations as described below.
Generally, federal regulations define areas for indemnity coverage for
federal savings associations, which apply to mid-tier stock holding companies
such as the Registrant, as follows:
(a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the savings association shall be
indemnified by the savings association for:
(i) Any amount for which that person becomes liable under a
judgment in such action; and
(ii) Reasonable costs and expenses, including reasonable
attorneys' fees, actually paid or incurred by that
person in defending or settling such action, or in
enforcing his or her rights under this section if he
or she attains a favorable judgment in such
enforcement action.
(b) Indemnification shall be made to such person under paragraph (b) of
this Section only if:
(i) Final judgment on the merits is in his or her favor; or
(ii) In case of:
a. Settlement,
b. Final judgment against him or her, or
c. Final judgment in his or her favor, other than on
the merits, if a majority of the disinterested
directors of the savings association determine
that he or she was acting in good faith within the
scope of his or her employment or authority as he
or she could reasonably have perceived it under
the circumstances and for a purpose he or she
could reasonably have believed under the
circumstances was in the best interest of the
savings association or its members. However, no
indemnification shall be made unless the
association gives the Office at least 60 days
notice of its intention to make such
indemnification. Such notice shall state the facts
on which the action arose, the terms of any
settlement, and any disposition of the action by a
court. Such notice, a copy thereof, and a
certified copy of the resolution containing the
required determination by the board of directors
shall be sent to the Regional Director, who shall
promptly acknowledge receipt thereof. The notice
period shall run from the date of such receipt.
No such indemnification shall be made if the OTS
advises the association in writing, within such
notice period, of its objection thereto.
(c) As used in this paragraph:
(i) "Action" means any judicial or administrative
proceeding, or threatened proceeding, whether civil,
criminal, or otherwise, including any appeal or other
proceeding for review;
(ii) "Court" includes, without limitation, any court to
which or in which any appeal or any proceeding for
review is brought;
(iii) "Final Judgment" means a judgment, decree, or order
which is not appealable or as to which the period for
appeal has expired with no appeal taken;
(iv) "Settlement" includes the entry of a judgment by
consent or confession or a plea of guilty or of nolo
contendere.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
------------- -------- ---------------------------
4 Form of Common Stock Certificate *
5 Opinion of Luse Gorman Pomerenk Attached as Exhibit 5
& Schick, P.C.
10 Lincoln Park Bancorp 2005 Stock-Based
Incentive Plan **
23.1 Consent of Luse Gorman Pomerenk Contained in Exhibit 5
& Schick, P.C
23.2 Consent of Beard Miller Company LLP Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature
Page
* Incorporated by reference to Exhibit 4 to the Registration Statement on
Form SB-2 (Commission File No. 333-116639 originally filed by the Company
under the Securities Act of 1933, with the Commission on June 18, 2004, and
all amendments or reports filed for the purpose of updating such
description.
** Incorporated by reference to Appendix A to the proxy statement for the
Company's 2005 Special Meeting of stockholders (Commission File No.
000-51078), filed by the Company under the Securities and Exchange Act of
1934, on November 22, 2005.
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 to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this 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 Plan;
4. 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 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; and
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 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 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.
SIGNATURES
The Registrant. 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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Borough of Lincoln Park, State of
New Jersey, on this 20th day of January, 2006.
LINCOLN PARK BANCORP
By: /s/ Donald S. Hom
--------------------------
Donald S. Hom, President and
Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Lincoln Park Bancorp (the
"Company") hereby severally constitute and appoint Donald S. Hom, as our true
and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said Donald S. Hom may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration of shares of common stock to be
granted and shares of common stock to be issued upon the exercise of stock
options to be granted under the Lincoln Park Bancorp 2005 Stock-Based Incentive
Plan, including specifically, but not limited to, power and authority to sign
for us in our names in the capacities indicated below the registration statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby approve, ratify and confirm all that said Donald S. Hom shall do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.
Signatures Title Date
---------- ----- ----
/s/ Donald S. Hom President and Chief Executive Officer January 20, 2006
---------------------------
Donald S. Hom (Principal Executive and Financial Officer)
/s/ Nandini Mallya Vice President and Treasurer, January 20, 2006
---------------------------
Nandini Mallya (Principal Accounting Officer)
Chairman of the Board ______ __, 2006
---------------------------
Stanford Stoller
/s/ William H. Weisbrod Vice Chairman of the Board and January 20, 2006
---------------------------
William H. Weisbrod Director
/s/ David G. Baker Director January 20, 2006
---------------------------
David G. Baker
/s/ John F. Feeney Director January 20, 2006
---------------------------
John F. Feeney
Director _______ __, 2006
---------------------------
Edith M. Perrotti
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4 Form of Common Stock Certificate (incorporated by reference
to Exhibit 4 to the Registration Statement on Form SB-2
(Commission File No. 333-116639), originally filed by the
Company under the Securities Act of 1933 with the Commission
on June 18, 2004, and all amendments or reports filed for the
purpose of updating such description).
5 Opinion of Luse Gorman Pomerenk & Schick, P.C.
10 Lincoln Park Bancorp 2005 Stock-Based Incentive Plan
(incorporated by reference to Appendix A to the proxy
statement for the Company's 2005 Special Meeting of
stockholders (Commission File No. 000-51078), filed by the
Company under the Securities and Exchange Act of 1934, on
November 22, 2005).
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in
the opinion included as Exhibit 5).
23.2 Consent of Beard Miller Company LLP
24 Power of Attorney (contained in the signature page to this
Registration Statement).