Registration No. 333-_________
As filed with the Securities and Exchange Commission on January 21, 2010
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Cullman Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Federal 63-0052835
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
316 Second Avenue S.W.
Cullman, Alabama 35055
(Address of Principal Executive Offices)
Cullman Savings Bank Profit Sharing Plan
(Full Title of the Plan)
Copies to:
Mr. John A. Riley, III Kip A. Weissman, Esquire
President and Chief Executive Officer Robert B. Pomerenk, Esquire
Cullman Bancorp, Inc. Luse Gorman Pomerenk & Schick, P.C.
316 Second Avenue S.W. 5335 Wisconsin Ave., N.W., Suite 780
Cullman, Alabama 35055 Washington, DC 20015-2035
(256) 734-1740 (202) 274-2000
(Name, Address and Telephone
Number 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 Securities Exchange Act of 1934, as
amended. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ]
(Do not check if a smaller reporting company)
Smaller reporting company [X]
-------------------------
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
--------------------------------------------------------------------------------------------------------------------
Participation Interests (1) __ __ (2)
--------------------------------------------------------------------------------------------------------------------
-----------------------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(2) Pursuant to Rule 457(h)(3) no registration fee is required to be paid.
-------------------------
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. ss.
230.462.
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
This Registration Statement relates to the registration of an indeterminate
number of participation interests in the Cullman Savings Bank Profit Sharing
Plan (the "Plan"). Documents containing the information required by Part I of
the Registration Statement have been or will be sent or given to participants in
the Plan, as specified 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 Company's Prospectus (File No. 333-160167), filed with the
Commission on August 21, 2009, pursuant to Rule 424(b)(3) of the Securities Act;
b) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2009 (File No. 333-160167), filed with the Commission on September 25, 2009,
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended;
c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since the end of the
quarter covered by the Quarterly Report on Form 10-Q referred to in (b) above;
and
d) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on October 8, 2009
(File No. 000-53801).
e) All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, as amended, 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.
Item 6. Indemnification of Directors and Officers
Provisions in the Registrant's bylaws provide for indemnification of the
Registrant's directors and officers up to the fullest extent authorized by
applicable law and regulations of the Office of Thrift Supervision (OTS).
Section 545.121 of the OTS regulations are described below.
Generally, federal regulations define areas for indemnity coverage for
federal savings associations 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 savings association shall be
indemnified by the savings association for:
(i) Any amount for which that person becomes liable under a judgment
in such action; and
(ii) 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.
(b) Indemnification shall be made to such person under paragraph (b) of
this Section only if:
(i) Final judgment on the merits is in his or her favor; or
(ii) In case of:
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 savings
association 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 savings
association or its members. However, no indemnification shall be
made unless the association 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 association in writing, within such notice
period, of its objection thereto.
(c) As used in this paragraph:
(i) "Action" means any judicial or administrative proceeding, or
threatened proceeding, whether civil, criminal, or otherwise,
including any appeal or other proceeding for review;
(ii) "Court" includes, without limitation, any court to which or in
which any appeal or any proceeding for review is brought;
(iii) "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;
(iv) "Settlement" includes the entry of a judgment by consent or
confession or a plea of guilty or of nolo contendere.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
-------------- -------- ----------------------------
4 Form of Common Stock Certificate *
5 Opinion of Luse Gorman Pomerenk & Schick, P.C. Attached as Exhibit 5
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. Contained in Exhibit 5
23.2 Consent of Independent Registered Public Accounting Firm Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
-------------------------
* Incorporated by reference to Exhibit 4 to the Registration Statement on
Form S-1 (File No. 333-160167) initially filed by the Company under the
Exchange Act of 1934 with the Commission on June 23, 2009, and all
amendments or reports filed for the purpose of updating such description.
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 Company's 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 Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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.
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 Cullman, State of
Alabama, on this 19th day of January, 2010.
CULLMAN BANCORP, INC.
By: /s/ John A. Riley, III
-----------------------------------------
John A. Riley, III
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Cullman Bancorp, Inc. (the
"Company") hereby severally constitute and appoint John A. Riley, III, as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said John A. Riley, III 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 participation interests under
the Cullman Savings Bank Profit Sharing 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 John A. Riley, III 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.
Signatures Title Date
---------- ----- ----
/s/ John A. Riley, III President and January 19, 2010
--------------------------- Chief Executive Officer
John A. Riley, III (Principal Executive Officer)
/s/ Michael Duke Senior Vice President and January 19, 2010
--------------------------- Chief Financial Officer
Michael Duke (Principal Financial and
Accounting Officer)
/s/ William F. Peinhardt Chairman of the Board January 19, 2010
---------------------------
William F. Peinhardt
/s/ Paul D. Bussman Director January 19, 2010
---------------------------
Paul D. Bussman
/s/ Kim J. Chaney Director ` January 19, 2010
---------------------------
Kim J. Chaney
/s/ Nancy McClellan Director January 19, 2010
---------------------------
Nancy McClellan
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cullman, State of Alabama, on this 19th day of
January, 2010.
Cullman Savings Bank Profit Sharing Plan
By: /s/ John A. Riley, III
Title: President and Chief Executive Officer
Cullman Bancorp, Inc.
EXHIBIT INDEX
Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
-------------- -------- ----------------------------
4 Form of Common Stock Certificate *
5 Opinion of Luse Gorman Pomerenk & Schick, P.C. Attached as Exhibit 5
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. Contained in Exhibit 5
23.2 Consent of Independent Registered Public Accounting Firm Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
-------------------------
* Incorporated by reference to Exhibit 4 to the Registration Statement on
Form S-1 (File No. 333-160167) initially filed by the Company under the
Exchange Act of 1934 with the Commission on June 23, 2009, and all
amendments or reports filed for the purpose of updating such description.