Registration No. ___-_________
As filed with the Securities and Exchange Commission on August 21, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Eureka Homestead Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland |
| 83-4051300 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
1922 Veterans Memorial Blvd.
Metairie, LA 70005
(Address of Principal Executive Offices)
Eureka Homestead Bancorp, Inc. 2020 Equity Incentive Plan
(Full Title of the Plan)
Copies to:
Alan T. Heintzen |
| Kip Weissman, Esq. |
Chief Executive Officer | | Thomas P. Hutton, Esq. |
Eureka Homestead Bancorp, Inc. | | Luse Gorman, PC |
1922 Veterans Memorial Blvd. | | 5335 Wisconsin Ave., N.W., Suite 780 |
Metairie, LA 70005 | | Washington, DC 20015-2035 |
(504) 834-0242 | | (202) 274-2000 |
(Name, Address and Telephone | | |
Number of Agent for Service) | | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
Emerging growth company ☒ |
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of | Amount | Proposed | Proposed | Amount of |
Common stock, par value $0.01 per share | 200,154 | $9.15 (2) | $1,831,410 | $238 |
(1) | Represents the maximum number of shares of the registrant’s common stock, par value $0.01 (“Common Stock”) reserved for issuance under the Eureka Homestead Bancorp, Inc. 2020 Equity Incentive Plan (the “Incentive Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers additional shares that may become issuable under the Incentive Plan by reason of certain corporate transactions or events, including any stock split, stock dividend or similar adjustment of the outstanding Common Stock of Eureka Homestead Bancorp, Inc. (the “Company”) pursuant to 17 C.F.R. Section 230.416(a). |
(2) | Determined pursuant to 17 C.F.R. Section 230.457(h)(1) of the Securities Act. |
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. § 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 Part I of Form S-8 have been or will be sent or given to participants in the Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under 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:
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 that 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 that 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
Articles 10 and 11 of the Articles of Incorporation of Eureka Homestead Bancorp, Inc. (the “Corporation”) set forth circumstances under which directors, officers, employees and agents of the Company may be insured or indemnified against liability which they incur in their capacities as such.
ARTICLE 10. Indemnification, etc. of Directors and Officers.
Any repeal or modification of this Article 10 by the stockholders of the Corporation or the Board of Directors shall not in any way diminish any rights to indemnification or advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 10 is in force.
ARTICLE 11. Limitation of Liability. An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the personal liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits.
| | | | |
Regulation S-K |
| Document |
| Reference to Prior Filing or |
| | | | |
4 | | | * | |
| | | | |
5 | | | Attached as Exhibit 5 | |
| | | | |
10.1 | | | ** | |
| | | | |
10.2 | | | Attached as Exhibit 10.2 | |
| | | | |
10.3 | | | Attached as Exhibit 10.3 | |
| | | | |
10.4 | | | Attached as Exhibit 10.4 | |
| | | | |
23.1 | | | Contained in Exhibit 5 | |
| | | | |
23.2 | | | Attached as Exhibit 23.2 | |
| | | | |
24 | | | Contained on Signature Page | |
| | | | |
* | Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (File No. 333-230193) originally filed by the Company under the Securities Act with the Commission on March 11, 2019, 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 Annual Meeting of Stockholders of Eureka Homestead Bancorp, Inc. (File No. 000-56071), filed by the Company under the Exchange Act on July 15, 2020. |
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 the Registration Statement: |
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Parish of Jefferson, State of Louisiana, on August 21, 2020.
| | EUREKA HOMESTEAD BANCORP, INC. |
| | |
| | |
| By: | /s/ Alan T. Heintzen |
| | Alan T. Heintzen |
| | Chief Executive Officer |
| | (Duly Authorized Representative) |
POWER OF ATTORNEY
We, the undersigned directors and officers of Eureka Homestead Bancorp, Inc. (the “Company”) hereby severally constitute and appoint Alan T. Heintzen, as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said Alan T. Heintzen may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be issued upon the exercise of stock options and the award of restricted stock under the Eureka Homestead Bancorp, Inc. 2020 Equity 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 Alan T. Heintzen shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signatures |
| Title |
| Date |
| | | | |
/s/ Alan T. Heintzen | | Chief Executive Officer and | | August 21, 2020 |
Alan T. Heintzen | | Chairman of the Board | | |
| | (Principal Executive Officer) | | |
| | | | |
/s/ Cecil A. Haskins, Jr | | President and Chief Financial Officer | | August 21, 2020 |
Cecil A. Haskins, Jr. | | (Principal Financial and Accounting Officer) | | |
| | | | |
/s/ Creed W. Brierre, Jr. | | Director | | August 21, 2020 |
Creed W. Brierre, Jr. | | | | |
| | | | |
/s/ Patrick M. Gibbs | | Director | | August 21, 2020 |
Patrick M. Gibbs | | | | |
| | | | |
/s/ Nick O. Sagona, Jr. | | Director | | August 21, 2020 |
Nick O. Sagona, Jr. | | | | |
| | | | |
/s/ Robert M. Shofstahl | | Director | | August 21, 2020 |
Robert M. Shofstahl | | | | |
| | | | |
/s/ Wilbur A. Toups, Jr. | | Director | | August 21, 2020 |
Wilbur A. Toups, Jr. | | | | |