As filed with the Securities and Exchange Commission on April 28, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
First US Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 63-0843362 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
3291 U.S. Highway 280
Birmingham, Alabama 35243
(Address of Principal Executive Offices, including Zip Code)
UNITED SECURITY BANCSHARES, INC.
NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN
(Full title of the plan)
James F. House
President and Chief Executive Officer
First US Bancshares, Inc.
3291 U.S. Highway 280
Birmingham, Alabama 35243
(205) 582-1200
(Name, address, and telephone number, including area code, of agent for service)
With a Copy to:
Margaret J. Cornelius
Maynard, Cooper & Gale, P.C.
1901 Sixth Avenue North
Suite 1700
Birmingham, Alabama 35203
(205) 254-1000
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. (Check one):
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 securities to be registered | Amount registered (1) | Proposed offering price per share (2) | Proposed maximum offering price (2) | Amount of registration fee | ||||
Common Stock, par value $0.01 per share, of First US Bancshares, Inc. | 200,000 shares | $9.91 | $1,982,000.00 | $217 | ||||
| ||||||||
|
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) also covers an undetermined number of shares of common stock, par value $0.01 per share (the “Common Stock”), of First US Bancshares, Inc. (the “Registrant”) that may become issuable to prevent dilution from stock splits, stock dividends or similar transactions with respect to the shares registered hereunder. |
(2) | Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act based of the average of the high and low sales prices of the Registrant’s Common Stock reported on the NASDAQ Global Select Market as of a date (April 23, 2021) within five business days prior to the filing of this Registration Statement. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is filed by First US Bancshares, Inc., a Delaware corporation (the “Company” or the “Registrant”), to register 200,000 shares of common stock, par value $0.01 per share (the “Common Stock”), that may be issued to satisfy the unsecured deferred compensation obligations (the “Obligations”) of the Company under the United Security Bancshares, Inc. Non-Employee Directors’ Deferred Compensation Plan, as amended (the “Plan”). The Company previously filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (File No. 333-112127) on January 23, 2004 registering shares of Common Stock issuable to satisfy Obligations under the Plan (the “Prior Registration Statement”). This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as supplemented, amended or superseded by the information set forth herein.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have previously been filed by the Registrant with the Securities and Exchange Commission (the “Commission”), are incorporated by reference and made a part hereof:
• | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on March 15, 2021; |
• | The Registrant’s Current Reports on Form 8-K filed with the Commission after the fiscal year ended December 31, 2020; and |
• | The Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including any amendment or report filed for the purposes of updating such description. |
The Registrant is not incorporating by reference any Current Reports on Form 8-K through which it furnished, rather than filed, information with the Commission.
Additionally, all reports and other documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.
Any statement contained herein or in any document to be 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 8. Exhibits.
The following exhibits are furnished as part of this Registration Statement:
Exhibit No. Item
4.1 |
4.2 |
4.3 |
3
4.4 |
4.5 |
4.6 |
5.1 # | Opinion of Maynard, Cooper & Gale, P.C., counsel to the Registrant |
23.1 # | Consent of Carr, Riggs & Ingram, LLC, independent registered public accounting firm |
23.2 # | Consent of Maynard, Cooper & Gale, P.C. (contained in Exhibit 5.1 to this Registration Statement) |
24.1 # | Powers of Attorney (included on the signature pages to this Registration Statement) |
# | Filed herewith. |
4
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 Birmingham, State of Alabama, on April 28, 2021.
FIRST US BANCSHARES, INC. | ||
By: | /s/ James F. House | |
Name: James F. House | ||
Title: President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James F. House his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form S-8 Registration Statement has been signed below by the following persons in the capacities indicated on the 28th day of April, 2021.
Signature | Title | |
/s/ James F. House | President, Chief Executive Officer and Director (Principal Executive Officer) | |
James F. House | ||
/s/ Thomas S. Elley | Vice President, Treasurer, Assistant Secretary, Chief Financial Officer and Principal Accounting Officer (Principal Financial Officer and Principal Accounting Officer) | |
Thomas S. Elley | ||
/s/ Andrew C. Bearden | Director | |
Andrew C. Bearden | ||
/s/ Robert Stephen Briggs | Director | |
Robert Stephen Briggs | ||
/s/ Sheri S. Cook | Director | |
Sheri S. Cook | ||
/s/ John C. Gordon | Director | |
John C. Gordon |
5
Signature | Title | |
/s/ David P. Hale | Director | |
David P. Hale | ||
/s/ William G. Harrison | Director | |
William G. Harrison | ||
/s/ J. Lee McPhearson | Director | |
J. Lee McPhearson | ||
/s/ Jack W. Meigs | Director | |
Jack W. Meigs | ||
/s/ Aubrey S. Miller | Director | |
Aubrey S. Miller | ||
/s/ Donna D. Smith | Director | |
Donna D. Smith | ||
/s/ Bruce N. Wilson | Director | |
Bruce N. Wilson |
6