As filed with the Securities and Exchange Commission on September 14, 2004
Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
PFS Bancorp, Inc.
______________________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
Indiana
______________________________________________________________________________
(State or Other Jurisdiction of Incorporation or Organization)
35-2142534
______________________________________________________________________________
(I.R.S. Employer Identification No.)
Second and Bridgeway Streets
Aurora, Indiana 47001
______________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
PFS Bancorp, Inc. 2002 Stock Option Plan
______________________________________________________________________________
(Full Title of the Plan)
Copies to:
Mel E. Green Kevin M. Houlihan, Esq.
President and Chief Executive Officer Eric M. Marion, Esq.
PFS Bancorp, Inc. Elias, Matz, Tiernan & Herrick L.L.P.
Second and Bridgeway Streets 734 15th Street, N.W.
Aurora, Indiana 47001 Washington, D.C. 20005
(812) 926-0631 (202) 347-0300
______________________________________________________________________________
(Name, Address and Telephone Number of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share Offering Price Fee
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Common Stock, par value $.01
per share 62,228 shares(2) $16.85(2) $1,048,541.80
Common Stock, par value $.01
per share 89,860 shares(3) $21.50(3) $1,931,990.00
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Total 152,088 shares $2,980,531.80 $377.63
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(1) Together with an indeterminate number of additional shares pursuant to
Rule 416(a) which may be necessary to adjust the number of shares
reserved for issuance pursuant to the PFS Bancorp, Inc. ("Company" or
"Registrant") 2002 Stock Option Plan (the "Option Plan") as a result of
a stock split, stock dividend or similar adjustment of the outstanding
common stock, par value $.01 per share ("Common Stock"), of the Company.
(2) The 62,228 shares represent shares of Common Stock for which options
have been granted under the Option Plan as of the date hereof but not
yet exercised. The Proposed Maximum Offering Price Per Share is equal
to the weighted average exercise price of the options and estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(h)(1) promulgated under the Securities Act of 1933, as amended
("Securities Act").
(3) The 89,860 shares represent shares of Common Stock which have been
reserved under the Option Plan for stock options not yet granted under
the Option Plan. The Proposed Maximum Offering Price Per Share is equal
to the average of the bid and ask prices of the Common Stock of the
Company on September 10, 2004 on the Nasdaq National Market and estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(c) promulgated under 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. Section 230.462.
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PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
________________
* The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act. Such documents are not being filed with the Securities
and Exchange Commission ("SEC") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule
424 of the Securities Act. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II hereof, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
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 SEC are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2003 (File No. 000-33233) filed with
the SEC on March 30, 2004;
(b) All other 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 Form 10-KSB referred to in clause (a)
above;
(c) The description of the Common Stock of the Company contained
in Item 1, "Description of Registrant's Securities to be
Registered" in the Company's Registration Statement on Form
8-A as filed on October 9, 2001 (File No. 000-33233); 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.
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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.
Item 5. Interests of Named Experts and Counsel.
Not applicable to this Registration Statement.
Item 6. Indemnification of Directors and Officers.
In accordance with the Business Corporation Law of the State of Indiana,
Article IX of the Articles of Incorporation of PFS Bancorp, Inc. (referred to
below in this Item 6 as the "Corporation") provides as follows:
ARTICLE IX
INDEMNIFICATION AND LIABILITY
A. Personal Liability of Directors and Officers. A director or
officer of the Corporation 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 Corporation 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 Corporation, 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 Corporation or who is
serving at the request of the Corporation as a director, officer or
agent of any other corporation, 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 Corporation or by a person
serving at the request of the Corporation as a director, officer or
agent of any other corporation in defending a civil or criminal action,
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suit or proceeding described above in "Indemnification" shall be paid by
the Corporation 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 Corporation'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 Corporation or its shareholders, (ii) were not in good
faith or involved a knowing violation of law or (iii) resulted in the
receipt of an improper personal benefit.
E. Insurance. The Corporation 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 corporation, 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 Corporation
would have the power to indemnify him against such liability under the
provisions of these Articles of Incorporation.
F. Modification. The duties of the Corporation 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 Corporation 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 because no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
Item 8. Exhibits.
(a) 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):
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No. Description of Exhibit
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4.0 Form of Common Stock Certificate*
5.0 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to the
legality of the Common Stock
10.0 PFS Bancorp, Inc. 2002 Stock Option Plan**
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (contained in
the opinion included as Exhibit 5.0)
23.2 Consent of Grant Thornton LLP
24.0 Power of attorney for any subsequent amendments is located in
the signature pages
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* Incorporated by reference from Exhibit 4.1 to the Company's Registration
Statement on Form SB-2 (File No. 333-63696) filed with the SEC on June
22, 2001, as amended.
** Incorporated by reference from the Company's Definitive Schedule 14A
(File No. 000-33233) filed with the SEC on March 25, 2002.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes that it will:
1. file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of the 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 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) include any additional or changed material information
on the plan of distribution;
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(2) for determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
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 of
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.
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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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Aurora, State of Indiana, on this
14th day of September 2004.
PFS BANCORP, INC.
By: /s/ Mel E. Green
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Mel E. Green
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 Mel E. Green 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.
Name Title Date
--------------------- ---------------------------------- -----------------
/s/ Mel E. Green President, Chief Executive Officer September 14, 2004
--------------------- and Director (principal executive
Mel E. Green officer)
/s/ Stuart M. Suggs Chief Operating Officer and Chief September 14, 2004
--------------------- Financial Officer (principal
Stuart M. Suggs financial and accounting officer)
/s/ Robert L. Laker Chairman of the Board September 14, 2004
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Robert L. Laker
Name Title Date
--------------------- ---------------------------------- -----------------
/s/ Jack D. Tandy Secretary and Director September 14, 2004
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Jack D. Tandy
/s/ Gilbert L. Houze Director September 14, 2004
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Gilbert L. Houze
/s/ Dale R. Moeller Director September 14, 2004
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Dale R. Moeller
/s/ Carl E. Petty Director September 14, 2004
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Carl E. Petty