Registration No. 333-_____
Filed August 25, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Catalyst Bancorp, Inc. | |
(Exact Name of Registrant as Specified in Its Charter) | |
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Louisiana | 86-2411762 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
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235 North Court Street, Opelousas, Louisiana | 70570 |
(Address of Principal Executive Offices) | (Zip Code) |
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Catalyst Bancorp, Inc. 2022 Stock Option Plan Catalyst Bancorp, Inc. 2022 Recognition and Retention Plan and Trust Agreement | |
(Full Title of the Plans) | |
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Joseph B. Zanco President and Chief Executive Officer Catalyst Bancorp, Inc. 235 North Court Street Opelousas, Louisiana 70570 (337) 948-3033 | Copies to: Hugh T. Wilkinson, Esq. Kenneth B. Tabach, Esq. Silver, Freedman, Taff & Tiernan LLP 3299 K Street, N.W., Suite 100 Washington, D.C. 20007 (202) 295-4500 |
(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, a 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 Exchange Act.
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Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
(Do not check if a 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. ☐
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. 230.462.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2.The documents containing the information for the Catalyst Bancorp Inc. (the “Company”) 2022 Stock Option Plan (the “Option Plan”) and 2022 Recognition and Retention Plan and Trust Agreement (the “Recognition and Retention Plan” and, together the “Plans”) specified by Part I of this Registration Statement will be sent or given to the participants in the Plan as specified by Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as a part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule 428. Such documents and the information incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus for the Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The following documents filed or to be filed by the Company with the Commission are incorporated by reference in this registration statement:
(a) | The Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Commission on March 29, 2022 (File No. 001-40893); |
(b) | All reports filed by the Company pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), since the end of the fiscal year covered by the financial statements in the Form 10-K referred to in clause (a) above; |
(c) | The description of the common stock, par value $0.01 per share, of the Company (the “Common Stock”) included as Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021; 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. |
All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (excluding any document or portion thereof that has been furnished to and deemed not to be filed with the Commission), after the filing of this Registration Statement, 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 the Prospectus and to be a part hereof and 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.
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).
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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.
Item 6. | Indemnification of Directors and Officers. |
In accordance with the Louisiana Business Corporation Act, Article 8 of the Registrant’s Articles of Incorporation provides as follows:
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Item 7. | Exemption from Registration Claimed. |
Not applicable since no restricted securities will be reoffered or resold pursuant to this registration statement.
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):
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No. | | Exhibit |
3.1 | | |
3.2 | | |
5.0 | | Opinion of Silver, Freedman, Taff & Tiernan LLP as to the legality of the securities* |
23.1 | | Consent of Silver, Freedman, Taff & Tiernan LLP (contained in the opinion included as Exhibit 5.0) |
23.2 | | |
24.0 | | Power of attorney for any subsequent amendments (contained in the signature page) |
99.1 | | |
99.2 | | |
107 | |
* | Included herein. |
(1) | Incorporated by reference from the Company’s Registration Statement on Form S-1 (File No. 333-254200) filed with the Commission on March 12, 2021, as amended. |
(2) | Incorporated by reference from Appendix A to the Company’s definitive proxy statement for the Company’s annual meeting of shareholders held on May 17, 2022 filed with the Commission on April 12, 2022 (File No. 001-40893). |
(3) | Incorporated by reference from Appendix B to the Company’s definitive proxy statement for the Company’s annual meeting of shareholders held on May 17, 2022 filed with the Commission on April 12, 2022 (File No. 001-40893). |
Item 9. | Undertakings. |
The undersigned Registrant hereby undertakes:
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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 Opelousas, State of Louisiana on this 24th day of August 2022.
| CATALYST BANCORP, INC. | |
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| By: | /s/ Joseph B. Zanco |
| | Joseph B. Zanco |
| | 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 Joseph B. Zanco his or her 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 |
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/s/ Joseph B. Zanco | | Director, President and Chief Executive Officer | | August 24, 2022 |
Joseph B. Zanco | | (Principal Executive Officer) | | |
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/s/Todd A. Kidder | | | | |
Todd A. Kidder | | Chairman of the Board | | August 24, 2022 |
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/s/Kirk E. Kleiser | | | | |
Kirk E. Kleiser | | Director | | August 24, 2022 |
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/s/Ted D. Bellard | | | | |
Ted D. Bellard | | Director | | August 24, 2022 |
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/s/Frederick L. Lafleur | | | | |
Frederick L. Lafleur | | Director | | August 24, 2022 |
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/s/Craig C. Le Bouef | | | | |
Craig C. Le Bouef | | Director | | August 24, 2022 |
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/s/Matthew L. Scruggins | | | | |
Matthew L. Scruggins | | Director | | August 24, 2022 |
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/s/Jacques L. J. Bourque | | Chief Financial Officer | | August 24, 2022 |
Jacques L. J. Bourque | | (Principal Financial and Accounting Officer) | | |
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