s8122210.htm
As filed
with the Securities and Exchange Commission on December 22, 2010
Registration Statement No.
333-______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROVIDENT
FINANCIAL HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
33-0704889 |
| (State or other
jurisdiction of |
(I.R.S.
Employer |
| incorporation
or organization) |
Identification
No.) |
| |
|
|
|
| |
|
|
|
| 3756 Central Avenue, Riverside,
California |
92506 |
| (Address of
principal executive offices) |
(Zip
code) |
Provident
Financial Holdings, Inc. 2010 Equity Incentive Plan
(Full
title of the plan)
| Donavon P.
Ternes |
|
John F. Breyer, Jr.,
Esquire |
| Chief Financial
Officer |
|
Breyer &
Associates PC |
| Provident Financial
Holdings, Inc. |
|
8180 Greensboro
Drive |
| 3756 Central
Avenue |
|
Suite
785 |
|
Riverside,
California 92506
|
|
McLean, Virginia
22102 |
| (951)
686-6060 |
|
(703)
883-1100 |
(Name,
address and telephone number of agent for service)
Indicate
by check mark whether the registrant is a large accelerated filed, 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.
| |
Large accelerated
filer [ ] |
|
Accelerated
filer [ ] |
| |
Non-accelerated
filer [ ] |
|
Smaller reporting
company [X] |
|
CALCULATION
OF REGISTRATION FEE
|
|
Title
of securities
to
be registered
|
Amount to be
registered
|
Proposed
maximum
offering price per
share
|
Proposed
maximum
aggregate offering
price
|
Amount of
registration
fee
|
|
Common
stock,
$.01
par value per share
|
875,000(1) |
$6.58(2) |
$5,757,500 |
$669.00 |
|
(1)
|
Together
with an indeterminate number of additional shares which may be necessary
to adjust the number of shares reserved for issuance pursuant to the
Provident Financial Holdings, Inc. 2010 Equity Incentive Plan as a result
of a stock split, stock dividend or similar adjustment of the outstanding
common stock of the registrant.
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|
(2)
|
Estimated
in accordance with Rule 457(h), calculated on the basis of $6.58 per
share, the average of the high and low share prices of the registrant’s
common stock on the Nasdaq Global Select Market on December 20,
2010.
|
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document containing the information
specified in Part I of Form S-8 will be sent or given to participants in the
Provident Financial Holdings, Inc. 2010 Equity Incentive Plan, as specified by
Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933. This document is not
being filed with the Commission, but constitutes (along with the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by
Reference
The following documents previously
filed by Provident Financial Holdings, Inc. (the “Registrant”) with the
Commission are hereby incorporated by reference in this Registration
Statement:
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(a)
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the
Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30,
2010 (File No. 000-28304) filed with the Commission on September 13,
2010;
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|
|
(b)
|
all
other reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to in Item 3(a) above;
and
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|
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(c)
|
the
description of the Registrant’s common stock, par value $0.01 per share,
set forth in the Registrant’s Registration Statement on Form 8-A,
registering the Registrant’s common stock, pursuant to Section 12(g) of
the Securities Exchange Act of 1934, and all amendments thereto or reports
filed for the purpose of updating such
description.
|
All documents subsequently filed by the
Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this Registration Statement to be a part hereof
from the date of the filing of such documents. Any statement
contained in the documents 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.
All information appearing in this
Registration Statement is qualified in its entirety by the detailed information,
including financial statements, appearing in the documents incorporated herein
by reference.
Item
4. Description of Securities
Not Applicable
Item
5. Interests of Named Experts and Counsel
Not Applicable
Item
6. Indemnification of Directors and
Officers
Article XVII of the Registrant’s
Certificate of Incorporation requires indemnification of any person who is or
was a director, officer or employee of the Registrant for expenses actually and
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed action, suit or proceeding, including, but not
limited to, expenses (including attorneys’ fees), amounts paid in settlement,
judgments and fines. The person seeking indemnification must meet the
minimum standard of behavior, as set forth in the Certificate of
Incorporation.
Section 145 of the Delaware General
Corporation Law provides for permissible and mandatory indemnification of
directors, officers, employees and agents in certain
circumstances. Section 145(a) provides a corporation with the power
to indemnify any person who was or is a party or is threatened to be made a
party to any action, suit or proceeding (other than a derivative action), by
reason of the fact that the person is or was a director, officer, employee or
agent of
the
corporation against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person’s conduct was
unlawful. Section 145(b) provides similarly with respect derivative
actions; however no indemnification shall be made if the person seeking
indemnification has been adjudged to be liable to the corporation unless the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
Section 145(c) provides that to the
extent that a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 145(a) and 145(b), or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys’ fees) actually and reasonably incurred by such
person in connection therewith. Section 145(d) provides that any
indemnification under Sections 145(a) and 145(b) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or agent is
proper in the circumstances because the person has met the applicable standard
of conduct. Section 145(j) provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
Item
7. Exemption From Registration Claimed
Not Applicable
Item
8. Exhibits
The following exhibits are filed with
or incorporated by reference into this Registration Statement on Form
S-8:
|
Exhibit
Number
|
|
Description of
Document |
| 4.1(a) |
|
Certificate of
Incorporation of the Registrant(1) |
| 4.1(b) |
|
Certificate of
Amendment to Certificate of Incorporation of the Registrant as filed with
the Delaware Secretary of State on November 24, 2009(2) |
| 4.2
|
|
Bylaws of the
Registrant(3) |
| 4.3
|
|
Form of Certificate
of Common Stock of the Registrant(1) |
| 5
|
|
Opinion of Breyer
& Associates PC |
| 23.1
|
|
Consent of Deloitte
& Touche LLP |
| 23.2
|
|
Consent of Breyer
& Associates PC (contained in its opinion filed as Exhibit
5) |
| 24 |
|
Power of attorney
(contained in the signature page of the Registration
Statement) |
|
99 |
|
Provident Financial
Holdings, Inc. 2010 Equity Incentive Plan(4) |
_____________
|
(1)
|
Incorporated
by reference to the Registrant’s Registration Statement on Form S-1
(333-2230).
|
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(2)
|
Incorporated
by reference to Exhibit 3.1(b) to the Registrant’s Annual Report on Form
10-K for the fiscal year ended June 30,
2010.
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(3)
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Incorporated
by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K
filed on October 26, 2007.
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(4)
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Filed
as an exhibit to the Registrant’s Definitive Proxy Statement for the
Annual Meeting of Shareholders held on November 30,
2010.
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(a)
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The
undersigned Registrant hereby
undertakes:
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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 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; 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 in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Registrant 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 purposes 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 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
undersigned Registrant hereby undertakes that, for the 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 the Registration Statement shall be
deemed to 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) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officer 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
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 Riverside, State of
California, on December 22, 2010.
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PROVIDENT FINANCIAL HOLDINGS,
INC. |
| |
|
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|
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By:/s/Craig
G.
Blunden
|
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Craig G. Blunden
|
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Chairman,
President and Chief Executive Officer |
| |
(Duly
Authorized Representative) |
POWER
OF ATTORNEY
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. Each
person whose signature appears below hereby makes, constitutes and appoints
Craig G. Blunden his true and lawful attorney, with full power to sign for such
person and in such person’s name and capacity indicated below, and with full
power of substitution any and all amendments to this Registration Statement,
hereby ratifying and confirming such person’s signature as it may be signed by
said attorney to any and all amendments.
| Signature |
Title |
Date |
| |
|
|
| /s/Craig G.
Blunden
|
Chairman, President
and Chief Executive Officer |
December 22,
2010 |
| Craig G.
Blunden |
(Principal Executive
Officer) |
|
| |
|
|
|
/s/Donavon
P.
Ternes
|
Chief Financial
Officer |
December 22,
2010 |
| Donavon P.
Ternes |
(Principal Financial
and Accounting Officer) |
|
| |
|
|
| /s/Joseph P.
Barr
|
Director |
December 22,
2010 |
| Joseph P.
Barr |
|
|
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| /s/Bruce W.
Bennett
|
Director |
December 22,
2010 |
| Bruce W.
Bennett |
|
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| /s/Debbi H.
Guthrie |
Director |
December 22,
2010 |
| Debbi H.
Guthrie |
|
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| /s/Robert G.
Schrader
|
Director |
December 22,
2010 |
| Robert G.
Schrader |
|
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| /s/Roy H.
Taylor
|
Director |
December 22,
2010 |
| Roy H.
Taylor |
|
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|
|
| /s/William E.
Thomas
|
Director |
December 22,
2010 |
| William E.
Thomas |
|
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PROVIDENT
FINANCIAL HOLDINGS, INC.
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
of Document
|
| |
|
|
| 5 |
|
Opinion of Breyer
& Associates PC |
| |
|
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| 23.1 |
|
Consent of Deloitte
& Touche LLP |
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