As filed with the Securities and Exchange Commission on June 29, 2001
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HMN FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 41-1777397
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 NORTH BROADWAY 55975-0231
SPRING VALLEY, MINNESOTA (Zip Code)
(Address of principal executive offices)
HMN FINANCIAL, INC.
2001 OMNIBUS STOCK PLAN
(Full title of the plan)
Timothy P. Johnson
101 North Broadway, P.O. Box 231
Spring Valley, Minnesota 55975-0231
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (507) 346-1100
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered (1) per share (1) (2) price (1) (2) fee
- -----------------------------------------------------------------------------------------------------------
Common Stock, 400,000
$.01 par value shares $15.78 $6,312,000 $1,578
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(1) The Registration Statement relates to 400,000 shares of Common Stock to be
offered pursuant to the Registrant's 2001 Omnibus Stock Plan.
(2) Estimated solely for the purpose of the registration fee pursuant to
Rule 457(h)(1) based on the average of the high and low sales prices per
share of the Registrant's Common Stock on June 22, 2001, as reported on
the Nasdaq National Market.
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HMN FINANCIAL, INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed (File No. 0-24100)
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are, as of
their respective dates, incorporated in this Registration Statement by reference
and made a part hereof:
(1) The latest Annual Report on Form 10-K of HMN
Financial, Inc. (the "Company") for the fiscal year
ended December 31, 2000 filed pursuant to Section 13
of the Exchange Act (File No. 0-24100).
(2) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal
year covered by the Annual Report referred to in (1)
above.
(3) The description of the Company's Common Stock which
is contained in the Registration Statement on Form
8-A (File No. 0-24100) filed on May 12, 1994 under
the Exchange Act and all amendments and reports filed
for the purpose of updating such description.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all of the shares of Common
Stock offered have been sold or which deregisters all shares of the Common Stock
then remaining unsold shall be deemed to be incorporated by reference in and a
part of this Registration Statement from the date of filing of such documents.
Any statement contained 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 incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, a corporation may indemnify any person who
was or is a party or is threatened to be made a party to an action (other than
an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the corporation's request, as a director, officer, employee
or agent of another corporation or other enterprise, against expenses (including
attorneys' fees) that are actually and reasonably incurred by the person
("Expenses"), and judgments, fines and amounts paid in settlement that are
actually and reasonably incurred by the person, in connection with the defense
or settlement
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of such action, provided that the person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the corporation's
best interests, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe that his conduct was unlawful. Although
Delaware law permits a corporation to indemnify any person referred to above
against Expenses in connection with the defense or settlement of an action by
or in the right of the corporation, provided that the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed
to the corporation's best interests, if such person has been judged liable to
the corporation, indemnification is only permitted to the extent that the
Court of Chancery (or the court in which the action was brought) determines
that, despite the adjudication of liability, such person is entitled to
indemnity for such Expenses as the court deems proper. The General
Corporation Law of the State of Delaware also provides for mandatory
indemnification of any director or officer against Expenses to the extent
such person has been successful in any proceeding covered by the statute. In
addition, the General Corporation Law of the State of Delaware provides the
general authorization of advancement of a director's or officer's litigation
Expenses in lieu of requiring the authorization of such advancement by the
board of directors in specific cases, and that indemnification and
advancement of Expenses provided by the statute shall not be deemed exclusive
of any other rights to which those seeking indemnification of Expenses may be
entitled under any bylaw, agreement or otherwise.
The Certificate of Incorporation of the Company provides for
broad indemnification of the directors and officers of the Company and for
advancement of litigation expenses to the fullest extent required or permitted
by current Delaware law, except that in the case of an action initiated by an
officer or director, the Certificate of Incorporation only provides for
indemnification if the Board of Directors authorized such action. The
Certificate of Incorporation of the Company eliminates the personal liability of
a director to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except under certain circumstances involving
certain wrongful acts such as breach of a director's duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, for any unlawful acts under Section 174 of the General
Corporation Law of the State of Delaware, or for any transaction from which a
director derives an improper personal benefit.
The Company maintains a policy of directors and officers
liability insurance that reimburses the Company for Expenses that it may incur
in conjunction with the foregoing indemnity provisions and that may provide
direct indemnification to officers and directors where the Company is unable to
do so.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Description
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4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3 to the
Company's Form 10-Q for the period ended March 31, 1998
(File No. 0-24100)).
4.2 Amended and Restated By-Laws of the Company (incorporated
by reference to Exhibit 3(b) to the Company's Form 10-Q for
the period ended September 30, 1997 (File No. 0-24100)).
4.3 HMN Financial, Inc. 2001 Omnibus Stock Plan.
5.1 Opinion of Faegre & Benson LLP as to the legality of the
shares being registered.
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23.1 Consent of Faegre & Benson LLP (contained in its opinion
filed as Exhibit 5.1 to this Registration Statement).
23.2 Consent of KPMG LLP.
24.1 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of 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 a twenty percent change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration
Statement; and
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each 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 offering.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
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SIGNATURES
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 City of Spring Valley, State of Minnesota, on June 29,
2001.
HMN FINANCIAL, INC.
By /s/ Michael McNeil
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Michael McNeil
President
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 indicated on June 29, 2001.
Signature Title
- --------- -----
/s/ Michael McNeil President
- -------------------------- (Principal Executive Officer)
Michael McNeil
/s/ Timothy P. Johnson Executive Vice President and Chief Financial Officer
- -------------------------- (Principal Financial Officer and Principal Accounting
Timothy P. Johnson Officer)
* *
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Duane D. Benson Allan R. DeBoer
* /s/ Timothy P. Johnson
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Timothy R. Geisler Timothy P. Johnson
* /s/ Michael McNeil
- -------------------------- ---------------------------------
Susan K. Kolling Michael McNeil
* *
- -------------------------- ---------------------------------
Mahlon Schneider Roger P. Weise
*
- --------------------------
Richard J. Ziebell
*Michael McNeil, by signing his name hereto, does hereby sign this document on
behalf of each of the above named directors of the Registrant pursuant to powers
of attorney duly executed by such.
By /s/ Michael McNeil
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Michael McNeil, Attorney in Fact
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INDEX TO EXHIBITS
Method
Exhibit Description of Filing
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Incorporated by
4.1 Amended and Restated Certificate of Incorporation of the Company................. Reference
Incorporated by
4.2 Amended and Restated By-Laws of the Company...................................... Reference
Filed
4.3 HMN Financial, Inc. 2001 Omnibus Stock Plan...................................... Electronically
5.1 Opinion of Faegre & Benson LLP Filed
as to the legality of the shares being registered................................ Electronically
23.1 Consent of Faegre & Benson LLP (contained in its opinion Filed
filed as Exhibit 5.1 to this Registration Statement)............................. Electronically
Filed
23.2 Consent of KPMG LLP.............................................................. Electronically
Filed
24.1 Powers of Attorney............................................................... Electronically
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