1
As filed with the Securities and Exchange Commission on October 17, 2008
Registration No. 333-_______
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)
INDIANA 37-1567871
-------------------------------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
501 EAST LEWIS & CLARK PARKWAY
CLARKSVILLE, INDIANA 47129
(812) 283-0724
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
FIRST SAVINGS BANK, F.S.B.
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
(Full Title of the Plan)
COPIES TO:
LARRY W. MYERS VICTOR L. CANGELOSI
PRESIDENT AND CHIEF EXECUTIVE OFFICER SUZANNE A. WALKER
FIRST SAVINGS FINANCIAL GROUP, INC. KILPATRICK STOCKTON LLP
501 EAST LEWIS & CLARK PARKWAY 607 14TH STREET, NW
CLARKSVILLE, INDIANA 47129 WASHINGTON, D.C. 20016
(812) 283-0724 (202) 508-5800
(Name, address, including zip code, and 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.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company |X|
(Do not check if a smaller reporting company)
======================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be to be Offering Price Per Aggregate Offering Registration
Registered Registered Share(1) Price(2) Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock 250,000
$.01 par Value $9.99 $2,497,500 $99
----------------------------------------------------------------------------------------------------------------------
Participation
Interests (3) (4)
======================================================================================================================
(1) The average of the high and low price of the common stock of First
Savings Financial Group, Inc. (the "Common Stock") on the Nasdaq
Capital Market on October 14, 2008, in accordance with Rule 457(c)
under the Securities Act of 1933, as amended (the "Securities Act").
(2) Estimated solely for the purpose of calculating the registration fee.
(3) In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plans described
herein.
(4) The securities of First Savings Financial Group, Inc. (the "Company" or
the "Registrant") to be purchased by the First Savings Bank, F.S.B.
Employees' Savings & Profit Sharing Plan and Trust (the "Plan") are
included in the amount shown for Common Stock. Accordingly, pursuant to
Rule 457(h)(2), no separate fee is required for the participation
interests. In accordance with Rule 457(h) under the Securities Act, the
registration fee has been calculated on the basis of the number of
shares of Common Stock that may be purchased with the current assets of
the Plan.
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. SS.230.462
2
FIRST SAVINGS FINANCIAL GROUP, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 (PLAN INFORMATION) & 2 (REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION). The documents containing the information for the First Savings
Bank, F.S.B. Employees' Savings & Profit Sharing Plan and Trust (the "Plan")
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 "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 Prospectus filed with the SEC by the Registrant (File No.
333-151636) pursuant to Rule 424(b)(3) on August 26, 2008, which includes (i)
the consolidated balance sheets of First Savings Bank, F.S.B. and subsidiaries
as of September 30, 2007 and 2006, and the related statements of income, changes
in equity and cash flows for each of the years then ended; together with the
related notes and report of Monroe Shine & Co., independent registered public
accounting firm, dated December 20, 2007.
(b) The description of the Registrant's common stock contained in
Registrant's Form 8-A12B (File No. 001-34155), as filed with the SEC pursuant to
Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on August 13, 2008.
(c) The Form 11-K for the plan year ended December 31, 2007 filed
with the SEC on October 17, 2008.
(d) The Registrant's Quarterly Report on Form 10-Q for the period
ended June 30, 2008, filed with the SEC on September 26, 2008.
(e) All the documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a) or 15(d) of the Exchange Act (excluding
items 2.02 and 7.01 of Form 8-K) after the date hereof and prior to the filing
of a post-effective amendment which deregisters all securities then remaining
unsold.
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.
2
3
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered pursuant to the Plan has been registered
pursuant to Section 12(b) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.
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
3
4
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
4
5
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):
10.4 First Savings Bank, F.S.B. Employees' Savings & Profit Sharing
Plan and Trust (1)
23 Consent of Monroe Shine & Co.
24 Power of Attorney (contained on the signature page).
------------------
(1) Incorporated herein by reference to the Registrant's Form S-1/A
Registration Statement - Exhibit 10.4 filed with the SEC on July
30, 2008.
5
6
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(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; 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) 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 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 deeded to be a new
registration statement relating to the securities offered therein, and the
offering of such securities as that time shall be deemed to be the initial bona
fide offering thereof.
(c)-(g) Not applicable.
6
7
(h) 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.
7
8
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 October 17, 2008.
FIRST SAVINGS FINANCIAL GROUP, INC.
By: /s/ Larry W. Myers
-----------------------------------------------
Larry W. Myers
President, Chief Executive Officer and Director
(duly authorized representative)
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below 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 and in his 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
attorneys-in-fact and agents 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 attorneys-in-fact and agents 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.
Name Title Date
---- ------ ----
/s/ Larry W. Myers
------------------------------ President, Chief Executive Officer October 17, 2008
Larry W. Myers and Director
(principal executive officer)
/s/ M. Sue Johnson
------------------------------ Treasurer and Corporate Secretary October 17, 2008
M. Sue Johnson (principal accounting and financial
officer)
/s/ John P. Lawson, Jr.
------------------------------ Chief Operations Officer and Director October 17, 2008
John P. Lawson, Jr.
/s/ Charles E. Becht, Jr.
------------------------------ Director October 17, 2008
Charles E. Becht, Jr.
8
9
/s/ Cecile A. Blau
------------------------------ Director October 17, 2008
Cecile A. Blau
/s/ Gerald Wayne Clapp, Jr.
------------------------------ Director October 17, 2008
Gerald Wayne Clapp, Jr.
------------------------------ Director
Robert E. Libs
/s/ Michael F. Ludden
------------------------------ Director October 17, 2008
Michael F. Ludden
/s/ Douglas A. York
------------------------------ Director October 17, 2008
Douglas A. York
9
10
THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the First Savings Bank, F.S.B.
Employees' Savings & Profit Sharing Plan and Trust) have 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 October 17,
2008.
FIRST SAVINGS BANK, F.S.B. EMPLOYEES'
SAVINGS & PROFIT SHARING PLAN AND TRUST
By: /s/ John P. Lawson, Jr.
-----------------------------------
John P. Lawson, Jr.
Plan Administrator
10
11
EXHIBIT INDEX
-------------
Exhibit No. Description Method of Filing
------------------ -------------------------------------- -----------------------------------------
10.4 First Savings Bank, F.S.B. Incorporated herein by reference to the
Employees' Savings & Profit Sharing Registrant's Form S-1/A Registration
Plan and Trust Statement - Exhibit 10.4 filed with the
SEC on July 30, 2008.
23 Consent of Monroe Shine & Co. Filed herewith.
24 Power of Attorney Located on the signature page.