Northwest Bancorp Inc - Securities Registration: Employee Benefit Plan (S-8)
26 Septembre 2008 - 8:25PM
Edgar (US Regulatory)
Registration No. 333-
As filed with the Securities and Exchange Commission on September 26, 2008
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Northwest Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Federal
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23-2900888
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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100 Liberty Street
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Warren, Pennsylvania
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16365
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(Address of Principal Executive Offices)
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(
Zip Code)
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Northwest Bancorp, Inc.
2008 Stock Option Plan
(Full Title of the Plan)
Copies to:
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Mr. William J. Wagner
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Edward A. Quint, Esquire
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Chairman of the Board, President and
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Luse Gorman Pomerenk & Schick, P.C.
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Chief Executive Officer
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5335 Wisconsin Ave., N.W., Suite 400
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Northwest Bancorp, Inc.
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Washington, DC 20015-2035
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100 Liberty Street
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(202) 274-2000
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Warren, Pennsylvania 16365
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(814) 726-2140
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(Name, Address and Telephone
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Number of Agent for Service)
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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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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Title of
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Proposed
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Proposed
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Securities
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Amount
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Maximum
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Maximum
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Amount of
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to be
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to be
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Offering Price
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Aggregate
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Registration
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Registered
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Registered
(1)
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Per Share
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Offering Price
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Fee
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Common stock, par
value $0.10 per
share
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1,750,000
(2)
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$28.28
(3)
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$
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49,490,000
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$
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1,945
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(1)
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Together with an indeterminate number of additional shares that may be necessary to adjust the
number of shares reserved for issuance pursuant to the Northwest Bancorp, Inc. 2008 Stock Option
Plan (the Stock Option Plan) as a result of a stock split, stock dividend or similar adjustment
of the outstanding common stock of Northwest Bancorp, Inc. (the Company) pursuant to 17 C.F.R.
Section 230.416(a).
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(2)
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Represents the number of shares of common stock currently reserved for issuance under the
Stock Option Plan for any future grants of stock options.
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(3)
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Determined by reference to the fair market value of the common stock on September 23, 2008
pursuant to 17 C.F.R. Section 230.457(c).
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This Registration Statement shall become effective upon filing in accordance with Section 8(a)
of the Securities Act of 1933 and 17 C.F.R. § 230.462.
TABLE OF CONTENTS
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan Annual Information
The documents containing the information specified in Part I of Form S-8 have been or will be
sent or given to participants in the Stock Option Plan as specified by Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as
amended (the Securities Act).
Such documents are not being filed with the Commission, but constitute (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.
PART II.
Item 3. Incorporation of Documents by Reference
The following documents previously or concurrently filed with the Commission are hereby
incorporated by reference in this Registration Statement:
a) The Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File
No. 000-23817), filed with the Commission on March 12, 2008 pursuant to Section 13(a) of the
Securities and Exchange Act of 1934, as amended (the Exchange Act);
b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the Exchange Act) since the end of the year covered by the
Annual Report on Form 10-K referred to in (a) above; and
c) The description of the Companys common stock contained in the Prospectus filed with the
Commission on August 24, 1998 (File No. 333-56859), and all amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Company with the Commission 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 hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated by reference into
this Registration Statement and to be a part thereof from the date of the filing of such documents.
Any statement contained in the documents incorporated, or deemed to be incorporated, by reference
herein or therein shall be deemed to be modified or superseded for purposes of this Registration
Statement and the prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be, incorporated by reference
herein or therein 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 and the prospectus.
All information appearing in this Registration Statement and the prospectus is qualified in
its entirety by the detailed information, including financial statements, appearing in the
documents incorporated herein or therein by reference.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
2
Item 6. Indemnification of Directors and Officers
Generally, federal regulations define areas for indemnity coverage for federal mid-tier
holding companies, as follows:
(a) Any person against whom any action is brought or threatened because that person is or was
a director or officer of the company shall be indemnified by company for:
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(i)
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Any amount for which that person becomes liable under a judgment in such action; and
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(ii)
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Reasonable costs and expenses, including reasonable attorneys fees,
actually paid or incurred by that person in defending or settling
such action, or in enforcing his or her rights under this section if
he or she attains a favorable judgment in such enforcement action.
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(b) Indemnification shall be made to such person under paragraph (b) of this Section only if:
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(i)
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Final judgment on the merits is in his or her favor; or
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(ii)
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In case of:
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a. Settlement,
b. Final judgment against him or her, or
c. Final judgment in his or her favor, other than on the merits,
if a majority of the disinterested directors of the company determine that he or she was acting in
good faith within the scope of his or her employment or authority as he or she could reasonably
have perceived it under the circumstances and for a purpose he or she could reasonably have
believed under the circumstances was in the best interest of the company. However, no
indemnification shall be made unless the company gives the Office at least 60 days notice of its
intention to make such indemnification. Such notice shall state the facts on which the action
arose, the terms of any settlement, and any disposition of the action by a court. Such notice, a
copy thereof, and a certified copy of the resolution containing the required determination by the
board of directors shall be sent to the Regional Director, who shall promptly acknowledge receipt
thereof. The notice period shall run from the date of such receipt. No such indemnification shall
be made if the OTS advises the company in writing, within such notice period, of its objection
thereto.
(c) As used in this paragraph:
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(i)
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Action means any judicial or administrative proceeding, or
threatened proceeding, whether civil, criminal, or otherwise,
including any appeal or other proceeding for review;
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(ii)
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Court includes, without limitation, any court to which or in which
any appeal or any proceeding for review is brought;
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(iii)
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Final Judgment means a judgment, decree, or order which is not
appealable or as to which the period for appeal has expired with no
appeal taken;
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(iv)
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Settlement includes the entry of a judgment by consent or
confession or a plea of guilty or of
nolo contendere
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Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
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Regulation S-K
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Reference to Prior Filing or
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Exhibit Number
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Document
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Exhibit No. Attached Hereto
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4
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Form of Common Stock Certificate
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*
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5
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Opinion of Luse Gorman Pomerenk & Schick, P.C.
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Attached as Exhibit 5
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10
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Northwest Bancorp, Inc. 2008 Stock Option Plan
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**
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3
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Regulation S-K
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Reference to Prior Filing or
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Exhibit Number
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Document
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Exhibit No. Attached Hereto
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23.1
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Consent of Luse Gorman Pomerenk & Schick, P.C.
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Contained in Exhibit 5
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23.2
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Consent of KPMG LLP
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Attached as Exhibit 23.2
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24
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Power of Attorney
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Contained on Signature Page
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*
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Incorporated by reference to the Companys Registration Statement on Form S-4 (File No.
333-31687) originally filed with the Commission on July 21, 1997, as amended on October 9,
1997 and November 4, 1997.
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**
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Incorporated by reference to Appendix A to the Companys proxy statement for the Annual
Meeting of Stockholders (File No. 000-23817), filed with the Commission on April 11, 2008.
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Item 9. Undertakings
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 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;
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 Plan;
4. That, for purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrants annual report pursuant to Section 13(a) or 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 therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering
thereof; and
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
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 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
The Registrant.
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 on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Warren, Commonwealth of
Pennsylvania, on this 23rd day of September, 2008.
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NORTHWEST BANCORP, INC.
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By:
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s William J. Wagner
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William J. Wagner
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Chairman, President and Chief Executive Officer
(Duly Authorized Representative)
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POWER OF ATTORNEY
We, the undersigned directors and officers of Northwest Bancorp, Inc. (the Company) hereby
severally constitute and appoint William J. Wagner, as our true and lawful attorney and agent, to
do any and all things in our names in the capacities indicated below which said William J. Wagner
may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933,
and any rules, regulations and requirements of the Securities and Exchange Commission, in
connection with the registration of shares of common stock to be granted and shares of common stock
to be issued upon the exercise of stock options to be granted under the Northwest Bancorp, Inc.
2008 Stock Option Plan, including specifically, but not limited to, power and authority to sign for
us in our names in the capacities indicated below the registration statement and any and all
amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm
all that said William J. Wagner shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on
Form S-8 has been signed by the following persons in the capacities and on the date indicated.
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Signatures
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Title
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Date
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s William J. Wagner
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Chairman, President and
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September 23, 2008
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Chief
Executive Officer
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(Principal Executive Officer)
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s William W. Harvey, Jr.
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Executive Vice President, Finance
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September 23, 2008
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and
Chief Financial Officer
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(Principal Financial and Accounting
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Officer)
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s John M. Bauer
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Director
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September 23, 2008
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s Richard L. Carr
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Director
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September 23, 2008
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Signatures
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Title
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Date
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s Thomas K. Creal
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Director
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September 23, 2008
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s Robert G. Ferrier
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Director
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September 23, 2008
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s A. Paul King
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Director
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September 23, 2008
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s Joseph F. Long
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Director
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September 23, 2008
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s Richard E. McDowell
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Director
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September 23, 2008
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s Philip M. Tredway
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Director
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September 23, 2008
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EXHIBIT INDEX
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Regulation S-K
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Reference to Prior Filing or
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Exhibit Number
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Document
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Exhibit No. Attached Hereto
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4
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Form of Common Stock Certificate
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*
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5
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Opinion of Luse Gorman Pomerenk & Schick, P.C.
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Attached as Exhibit 5
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11
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Northwest Bancorp, Inc. 2008 Stock Option Plan
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**
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23.1
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Consent of Luse Gorman Pomerenk & Schick, P.C.
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Contained in Exhibit 5
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23.2
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Consent of KPMG LLP
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Attached as Exhibit 23.2
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24
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Power of Attorney
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Contained on Signature Page
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*
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Incorporated by reference to the Companys Registration Statement on Form S-4 (File No.
333-31687) originally filed with the Commission on July 21, 1997, as amended on October 9,
1997 and November 4, 1997.
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**
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Incorporated by reference to Appendix A to the Companys proxy statement for the Annual
Meeting of Stockholders (File No. 000-23817), filed with the Commission on April 11, 2008.
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