As filed with the Securities and Exchange Commission on March 6, 2002
Registration No. 333-___________
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UNITED STATES
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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GUARANTY FEDERAL BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 43-1792717
(State or other jurisdiction (I.R.S. Employer
or incorporation Identification No.)
1341 West Battlefield
Springfield, Missouri 65807
(Address of Principal Executive Offices)
Guaranty Federal Bancshares, Inc. 1998 Stock Option Plan
(Full title of the Plan)
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Mr. Don M. Gibson
President and Chief Executive Officer
1341 West Battlefield
Springfield, Missouri 65807
(417) 520-4333
(Name, address and telephone number of agent for service)
Copies to:
Gregory J. Rubis, Esq.
Manatt, Phelps & Phillips, LLP
1001 Page Mill Road, Building 2
Palo Alto, California 94304
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
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common stock, $0.10 par 434,081 shares/1/ $13.74/2/ $5,964,272.90/2/ $549.00
value per share ("Common
Stock")
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(1) Based on an estimate of the number of shares that will be purchased
pursuant to the Guaranty Federal Bancshares, Inc. 1998 Stock Option
Plan. Pursuant to Rule 416(c) of the Securities Act of 1933, as amended
(the "Securities Act"), there is also being registered such number of
additional shares that may become available for purchase pursuant to such
plan in the event of certain changes in the outstanding shares, including
reorganizations, mergers, recapitalizations, restructurings, stock
dividends, stock splits, reverse stock splits and reclassifications.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 of the Securities
Act, solely for the purpose of calculating the registration fee, based upon
the average of the high and low sales prices of shares of Common Stock on
March 1, 2002, as reported on The Nasdaq Stock Market.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in this Part I will
be sent or given to employees as specified by Rule 428(b)(1) promulgated under
the Securities Act. Such documents need not be filed with the Securities and
Exchange Commission (the "Commission").
Guaranty Federal Bancshares, Inc. (the "Registrant") hereby files this
Registration Statement on Form S-8 registering 434,081 shares of Common Stock
issuable upon the exercise of options granted under the Guaranty Federal
Bancshares, Inc. 1998 Stock Option Plan "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed by the Registrant with the Commission are
hereby incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K, filed on September 28, 2001, for the year
ended June 30, 2001;
(b) Quarterly Reports on Form 10-Q filed on November 13, 2001, and
February 11, 2002, for the quarters ended September 30, 2001 and December 31,
2001, respectively and a Current Report on Form 8-K filed on January 2, 2002;
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, as filed with the Commission on November 6,
1997, including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
that this Registration Statement is filed with the Commission and prior to the
filing of a post-effective amendment to this Registration Statement 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 a part hereof from the
respective dates 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 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.
The validity of the Common Stock will be passed upon for the Registrant by
Manatt, Phelps & Phillips, LLP, Palo Alto, California.
Item 6. Indemnification of Directors and Officers.
As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the Delaware General
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Corporation Law or (iv) for any transaction from which the director derived
an improper personal benefit. In addition, as permitted by Section 145 of the
Delaware General Corporation Law, the Certificate of Incorporation of the
Registrant provides that: (i) the Registrant is required to indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law; (ii) the Registrant may, in its discretion, indemnify other
officers, employees and agents as set forth in the Delaware General Corporation
Law; (iii) upon receipt of an undertaking to repay such advances if
indemnification is determined to be unavailable, the Registrant is required to
advance expenses, as incurred, to its directors and executive officers in
connection with a proceeding; (iv) the rights conferred in the Certificate of
Incorporation are not exclusive and the Registrant is authorized to enter into
indemnification agreements with its directors, officers, employees and agents;
(v) the Registrant may not retroactively apply any amendment of the Certificate
of Incorporation provisions relating to indemnity; and (vi) to the fullest
extent permitted by the Delaware General Corporation Law, a director or
executive officer will be deemed to have acted in good faith if his or her
action is based on the records or books of account of the Registrant or on
information supplied to him or her by officers of the Registrant in the course
of their duties or on the advice of legal counsel for the Registrant or on
information or records given or reports made to the Registrant by independent
certified public accountants or appraisers or other experts.
The indemnification provision in the Certificate of Incorporation may be
sufficiently broad to permit indemnification of the Registrant's directors and
executive officers for liabilities arising under the Securities Act.
As approved by the Registrant's Board of Directors, the Registrant
maintains director and officer liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description of Exhibit
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4 Guaranty Federal Bancshares, Inc. 1998 Stock Option Plan.
5 Opinion of Manatt, Phelps & Phillips, LLP.
23.1 Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5).
23.2 Consent of BKD, LLP.
24 Power of Attorney (included on signature page hereto).
Item 9. Undertakings.
(a) The undersigned Registrant 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 this 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 this
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 and 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 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective Registration
Statement;
To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
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however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if 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 Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such 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; and
(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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant'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 this
Registration Statement 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.
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) 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 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 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,
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 Springfield, State of Missouri, on this 5th day
of March 2002.
GUARANTY FEDERAL BANCSHARES, INC.
By: /s/ Don M. Gibson
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Don M. Gibson
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Don M. Gibson and Bruce Winston, and
each of them, his or her attorneys-in-fact and agents, each with full power of
substitution, 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 to file the same, with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange 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 and necessary to be done in connection therewith, 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 his or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
In accordance with the requirements of the Securities Act, this
Registration Statement was signed by the following persons in the capacities
and on the dates stated.
NAME TITLE DATE
/s/ Jack L. Barham Chairman of the Board of Directors March 5, 2002
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Jack L. Barham
/s/ Don M. Gibson President, and Chief Executive Officer March 5, 2002
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Don M. Gibson
/s/ Wayne V. Barnes Director March 5, 2002
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Wayne V. Barnes
/s/ Ivy L. Rogers Director March 5, 2002
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Ivy L. Rogers
/s/ Gary Lipscomb Director March 5, 2002
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Gary Lipscomb
Director
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Raymond D. Tripp
_________________________
Gregory V. Ostergren Director
/s/ Kurt D. Hellweg Director March 5, 2002
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Kurt D. Hellweg
/s/ Bruce Winston Vice President and Chief Financial March 5, 2002
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Bruce Winston (principal financial and accounting
officer)