Unassociated Document
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As
filed with the Securities and Exchange Commission on April 30,
2010
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Registration
No. ___________
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST SAVINGS FINANCIAL
GROUP, INC.
(exact
name of registrant as specified in its charter)
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Indiana
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37-1567871
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(State
or other jurisdiction of
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(IRS
Employer Identification No.)
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incorporation
or organization)
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501 East Lewis and Clark Parkway, Clarksville,
IN
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47129
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(Address
of Principal Executive Offices)
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Zip
Code
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First
Savings Financial Group, Inc.
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2010 Equity Incentive
Plan
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(Full
Title of the Plan)
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Copies
to:
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Larry
W. Myers
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Thomas
P. Hutton
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President
and Chief Executive Officer
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Victor
Cangelosi
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First
Savings Financial Group, Inc.
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Kilpatrick
Stockton LLP
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501
East Lewis and Clark Parkway
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607
14th
Street, NW, Suite 900
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Clarksville,
IN 47129
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Washington,
D.C. 20005
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(Name
and address of agent for service)
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(202)
508-5800
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(812)
283-0724
Telephone
number, including area code, of agent for service
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act . (Check One):
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Large
accelerated filer
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¨
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Accelerated
filer ¨
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Non-accelerated
filer
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¨
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(Do
not check if a smaller reporting
company)
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Smaller
reporting company x
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CALCULATION
OF REGISTRATION FEE
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Title of securities to be
registered
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Amount
to be
registered(1)
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Proposed maximum
offering price per
share
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Proposed maximum
aggregate offering
price(3)
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Amount of
registration
fee
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Common
Stock $.01
par Value
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355,885 |
(2)
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$ |
13.05 |
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$ |
4,644,230 |
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$ |
332 |
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(1)
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Together
with an indeterminate number of additional shares which may be necessary
to adjust the number of shares reserved for issuance pursuant to the First
Savings Financial Group, Inc. 2010 Equity Incentive Plan (the “Equity
Plan”) as the result of a stock split, stock dividend or similar
adjustment to the outstanding common stock of First Savings Financial
Group, Inc. (the “Common Stock”) pursuant to 17 C.F.R.
§230.416(a).
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(2)
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Represents
254,204 shares which may be issued upon the exercise of options to
purchase shares of the Common Stock and 101,681 shares of Common Stock
which may be distributed upon the vesting of stock awards under the Equity
Plan.
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(3)
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Estimated
solely for the purpose of calculating the registration
fee. Represents the closing price for the common stock as
reported on April 28, 2010 in accordance with
17 CFR Section 230.457(c) and
230.457(h).
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This
Registration Statement shall become effective immediately upon filing in
accordance with
Section
8(a) of the Securities Act of 1933, as amended (the “Securities Act”), and 17
C.F.R. §230.462
PART I INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
Items 1 (Plan Information) and 2
(Registrant Information and Employee Plan Annual
Information). The documents containing the information for the
First Savings Financial Group, Inc. 2010 Equity Incentive Plan (the “Equity
Plan”) specified by Part I of this Registration Statement will be sent or given
to the participants in the Equity Plan as specified by Rule
428(b)(1). Such documents need not be filed with the Securities and
Exchange Commission (the “SEC”) 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 First Savings Financial Group, Inc. (the “Registrant” or the
“Corporation”) with the SEC are incorporated by reference in this Registration
Statement:
(a) The
Registrant’s Annual Report on Form 10-K which includes the consolidated balance
sheets of First Savings Financial Group, Inc. and its subsidiaries as of
September 30, 2009 and 2008, and the related consolidated statements of income,
changes in stockholders’ equity and cash flows for the years then
ended. The Form 10-K was filed with the SEC on January 11, 2010 (File
No. 001-34155).
(b) The
Corporation’s Quarterly Report on Form 10-Q for the calendar quarter ended
December 31, 2009 filed with the SEC on February 10, 2010 (File No.
001-34155).
(c) The
description of the Registrant’s common stock contained in Registrant’s Form
8-A12B as filed with the SEC on August 13, 2008 (File No.
001-34155).
(d) The
Corporation’s Current Reports on Form 8-K (other than those portions furnished
under items 2.02, 7.01 and 9.01 of Form 8-K) filed with the SEC on January 26,
2010 and April 26, 2010.
(e) All
documents filed by the Registrant and the Plan, where applicable, 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 (in each case other than those portions furnished under items
2.02, 7.01 and 9.01 of Form 8-K or 8-K/A).
Any statement contained in this
Registration Statement, or 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
incorporated or 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, as the Registrant’s
Common Stock is registered under Section 12 of the Securities Exchange Act of
1934, as amended.
Item
5. Interests of Named Experts and Counsel
None.
Item
6. Indemnification of Directors and Officers
Article VII of the Registrant’s
Articles of Incorporation provides:
Section 7.01. General
Provisions. This corporation shall, to the fullest extent to
which it is empowered to do so by the Indiana Business Corporation Act or any
other applicable laws, as from time to time in effect, indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal, by reason of the
fact that he or she is or was a director, officer or employee of this
corporation, or who, while serving as such director, officer or employee of this
corporation, is or was serving at the request of this corporation as a director,
officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
whether for profit or not, against expenses (including attorneys’ fees),
judgments, settlements, penalties and fines (including excise taxes assessed
with respect to employee benefit plans) actually or reasonably incurred by him
in accordance with such action, suit or proceeding, if he or she acted in good
faith and in a manner he or she reasonably believed, in the case of conduct in
his or her official capacity, was in the best interest of this corporation, and
in all other cases, was not opposed to the best interests of this corporation,
and with respect to any criminal action or proceeding, he or she either had
reasonable cause to believe his or her conduct was lawful or no reasonable cause
to believe his or her conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not meet the prescribed standard of
conduct.
Section
7.02. Indemnification Authorized. To the extent
that a director, officer or employee of this corporation has been successful, on
the merits or otherwise, in the defense of any action, suit or proceeding
referred to in Section 7.01 of this Article VII, or in the defense of any claim,
issue or matter therein, this corporation shall indemnify such person against
expenses (including attorneys’ fees) actually and reasonably incurred by such
person in connection therewith. Any other indemnification under
Section 7.01 of this Article VII (unless ordered by a court) shall be made by
this corporation only as authorized in the specific case, upon a determination
that indemnification of the director, officer or employee is permissible in the
circumstances because he or she has met the applicable standard of
conduct. Such determination shall be made (a) by the board of
directors by a majority vote of a quorum consisting of directors who were not at
the time parties to such action, suit or proceeding; or (b) if a quorum cannot
be obtained under subdivision (a), by a majority vote of a committee duly
designated by the board of directors (in which designation directors who are
parties may participate), consisting solely of two or more directors not at the
time parties to such action, suit or proceeding; or (c) by special legal
counsel: (i) selected by the board of directors or its committee in
the manner prescribed in subdivision (a) or (b), or (ii) if a quorum of the
board of directors cannot be obtained under subdivision (a) and a committee
cannot be designated under subdivision (b), selected by a majority vote of the
full board of directors (in which selection directors who are parties may
participate); or (d) by stockholders, but shares owned by or voted under the
control of directors who are at the time parties to such action, suit or
proceeding may not be voted on the determination.
Authorization of indemnification and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, except that if the
determination is made by special legal counsel, authorization of indemnification
and evaluation as to reasonableness of expenses shall be made by those entitled
under subsection (c) to select counsel.
Section 7.03. Definition
of Good Faith. For purposes of any determination under Section
7.01 of this Article VII, a person shall be deemed to have acted in good faith
and to have otherwise met the applicable standard of conduct set forth in
Section 7.01 of this Article VII if his or her action is based on information,
opinions, reports, or statements, including financial statements and other
financial data, if prepared or presented by (a) one or more officers or
employees of this corporation or other enterprise whom he or she reasonably
believes to be reliable and competent in the matters presented; (b) legal
counsel, public accountants, appraisers or other persons as to matters he or she
reasonably believes are within the person’s professional or expert competence;
or (c) a committee of the board of directors of this corporation or another
enterprise of which the person is not a member if he or she reasonably believes
the committee merits confidence. The term “another enterprise” as
used in this Section 7.03 shall mean any other corporation or any partnership,
joint venture, trust, employee benefit plan or other enterprise of which such
person is or was serving at the request of this corporation as a director,
officer, partner, trustee, employee or agent. The provisions of this
Section 7.03 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standards of conduct set forth in Section 7.01 of this Article VII.
Section 7.04. Advancement
of Expenses. Expenses incurred in connection with any civil or
criminal action, suit or proceeding may be paid for or reimbursed by this
corporation in advance of the final disposition of such action, suit or
proceeding, as authorized in the specific case in the same manner described in
Section 7.02 of this Article VII, upon receipt of a written affirmation of the
director, officer or employee’s good faith belief that he or she has met the
standard of conduct described in Section 7.01 of this Article VII and upon
receipt of a written undertaking on behalf of the director, officer or employee
to repay such amount if it shall ultimately be determined that he or she did not
meet the standard of conduct set forth in this Article VII, and a determination
is made that the facts then known to those making the determination would not
preclude indemnification under this Article VII.
Section
7.05. Non-Exclusivity. The indemnification provided
by this Article VII shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under these Articles of
Incorporation, this corporation’s Bylaws, any resolution of the board of
directors or stockholders, any other authorization, whenever adopted, after
notice, by a majority vote of all voting stock then outstanding, or any
contract, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer or employee, and shall inure to the
benefit of the heirs, executors and administrators of such a
person.
Section 7.06. Vestment of
Rights. The right of any individual to indemnification under
this Article VII shall vest at the time of occurrence or performance of any
event, act or omission giving rise to any action, suit or proceeding of the
nature referred to in Section 7.01 of this Article VII and, once vested, shall
not later be impaired as a result of any amendment, repeal, alteration or other
modification of any or all of these provisions. Notwithstanding the
foregoing, the indemnification afforded under this Article VII shall be
applicable to all alleged prior acts or omissions of any individual seeking
indemnification hereunder, regardless if such alleged acts or omissions may have
occurred before the adoption of this Article VII. To the extent such
prior acts or omissions cannot be deemed to be covered by this Article VII, the
right of any individual to indemnification shall be governed by the
indemnification provisions in effect at the time of such prior acts or
omissions.
Section
7.07. Insurance. This corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of this corporation, or who is or was serving at the request
of this corporation as a director, officer, partner, trustee, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against any liability asserted against or incurred by the
individual in that capacity or arising from the individual’s status as a
director, officer, employee or agent, whether or not this corporation would have
power to indemnify the individual against the same liability under this Article
VII.
Section 7.08. Other
Definitions. For purposes of this Article VII, serving an
employee benefit plan at the request of this corporation shall include any
service as a director, officer or employee of this corporation which imposes
duties on, or involves services by such director, officer or employee with
respect to an employee benefit plan, its participants, or its
beneficiaries. A person who acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner “not opposed to the best interest of this corporation” referred to in
this Article VII.
For purposes of this Article VII,
“party” includes any individual who is or was a plaintiff, defendant or
respondent in any action, suit or proceeding.
For purposes of this Article VII,
“official capacity,” when used with respect to a director, shall mean the office
of director of this corporation; and when used with respect to an individual
other than a director, shall mean the office in this corporation held by the
officer or the employment or agency relationship undertaking by the employee or
agent on behalf of this corporation. “Official capacity” does not
include service for any other foreign or domestic corporation or any
partnership, joint venture, trust, employee benefit plan, or other enterprise,
whether for profit or not, except as set forth in Section 1 of this Article
VII.
Section 7.09. Business
Expenses. Any payments made to any indemnified party under
this Article VII under any other right of indemnification shall be deemed to be
an ordinary and necessary business expense of this corporation, and payment
thereof shall not subject any person responsible for the payment, or the board
of directors, to any action for corporate waste or to any similar
action.
Item
7. Exemption from Registration Claimed
None.
Item 8. Exhibits
The following exhibits are filed with
or incorporated by reference into this registration statement on Form S-8
(numbering corresponds generally to the Exhibit Table in Item 601 of Regulation
S-K).
List of Exhibits (filed herewith unless
otherwise noted):
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5.0
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Opinion
of Kilpatrick Stockton LLP as to the legality of the Common Stock to be
issued
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10.0
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First
Savings Financial Group, Inc. 2010 Equity Incentive Plan
(1)
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10.1
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Form
of Equity Award Agreements
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23.1
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Consent
of Kilpatrick Stockton LLP (contained in the Opinion included in Exhibit
5.0)
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23.2
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Consent
of Monroe Shine & Co.
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24
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Power
of Attorney (contained on the signature
pages)
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(1)
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Incorporated
by reference to the Registrant’s Form DEF14A filed with the SEC on January
19, 2010.
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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 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
the 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 Securities and Exchange Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 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) of this section do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference into 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;
(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;
(4) That,
for the purpose of determining liability of the Registrant under the Securities
Act to any purchaser in the initial distribution of the securities, in a primary
offering of securities of the Registrant pursuant to this Registration
Statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser: (i) any preliminary prospectus or prospectus of the undersigned
Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned Registrant or used or referred to by the undersigned
Registrant; (iii) the portion of any other free writing prospectus relating to
the offering containing material information about the undersigned Registrant or
its securities provided by or on behalf of the undersigned registrant; and (iv)
any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser;
(5)
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 SEC, such indemnification is
against public policy as expressed in such 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 of whether such indemnification by it is against
public policy as expressed in such Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The
Registrant
Pursuant to the requirements of the
Securities Act of 1933, First Savings Financial Group, Inc. 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
Clarksville, State of Indiana, on April 30, 2010.
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FIRST
SAVINGS FINANCIAL GROUP, INC.
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By:
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/s/ Larry W. Myers
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Larry
W. Myers
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President,
Chief Executive Officer and Director
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(Principal
executive officer)
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KNOW ALL MEN BY THESE PRESENT, that
each person whose signature appears below (other than Mr. Myers) constitutes and
appoints Larry W. Myers, as the 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 or all amendments
to the Form S-8 registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the United States
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and things
requisite and necessary to be done as fully, and to all intents and purposes, as
he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute, may lawfully do or cause to be
done by virtue hereof.
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.
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Name
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Title
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Date
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/s/ Michael F. Ludden
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Chairman
of the Board
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April
30, 2010
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Michael
F. Ludden
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/s/ Larry W. Myers
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President,
Chief Executive Officer
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April
30, 2010
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Larry
W. Myers
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and
Director
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(Principal
executive officer)
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/s/ Anthony A. Schoen
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Chief
Financial Officer
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April
30, 2010
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Anthony
A. Schoen
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(Principal
financial and accounting officer)
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/s/ John P. Lawson, Jr.
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Chief
Operations Officer and
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April
30, 2010
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John
P. Lawson, Jr.
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Director
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/s/ Samuel E. Eckart
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Executive
Vice President and
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April
30, 2010
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Samuel
E. Eckart
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Director
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/s/ Vaugh K. Timberlake
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Executive
Vice President and
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April
30, 2010
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Vaughn
K. Timberlake
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Director
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Director
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Charles
E. Becht, Jr.
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/s/ Cecile A. Blau
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Director
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April
30, 2010
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Cecile
A. Blau
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Director
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Gerald
Wayne Clapp, Jr.
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/s/ Frank N. Czeschin
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Director
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April
30, 2010
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Frank
N. Czeschin
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Director
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Robert
E. Libs
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/s/ Douglas A. York
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Director
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April
30, 2010
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Douglas
A. York
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