Registration No. 333-______
As filed with the Securities and Exchange Commission on March 20, 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DSA Financial Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 20-1661802
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
118 Walnut Street
Lawrenceburg, Indiana 47025
(Address of Principal Executive Offices)
Edward L. Fischer
118 Walnut Street
Lawrenceburg, Indiana 47025
(Name and Address of Agent for Service)
DSA Financial Corporation 2005 Stock-Based Incentive Plan
(Full Title of the Plan)
Copies to:
Edward L. Fischer Ned Quint, Esquire
President and Chief Executive Officer Luse Gorman Pomerenk & Schick, P.C.
DSA Financial Corporation 5335 Wisconsin Ave., N.W., Suite 400
118 Walnut Street Washington, D.C. 20015
Lawrenceburg, Indiana 47025 (202) 274-2000
(812) 537-0940
(Name, Address and Telephone
Number of Agent for Service)
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
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Common stock, par value
$0.01 per share 42,422 (2) $13.00 (3) $551,486 $59
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share 67,876 (4) $13.00 (3) $882,388 $94
--------------------------------------------------------------------------------------------------------------------
TOTALS 110,298 $1,433,874 $153
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(1) Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance pursuant to
the DSA Financial Corporation 2005 Stock-Based Incentive Plan (the "Stock
Benefit Plan") as a result of a stock split, stock dividend or similar
adjustment of the outstanding common stock of DSA Financial Corporation
(the "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the number of shares of common stock reserved for issuance under
the Stock Benefit Plan for grants of restricted stock.
(3) Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(4) Represents the number of shares of common stock currently reserved for
issuance for options under the Stock Benefit Plan for grants of stock
options.
________________________
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.
2
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
The documents containing the information specified in Parts I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
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 Annual Report on Form 10-KSB of the Company for the fiscal year
ended June 30, 2005 (Commission File No. 000-50864), filed with the Commission
on September 28, 2005 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 Exchange Act since the end of the year covered by the Annual Report
on Form 10-KSB referred to in (a) above; and
c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on July 23, 2004
(Commission File No. 000-50864).
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.
3
Item 6. Indemnification of Directors and Officers
Dearborn Financial Corporation's federal stock charter and bylaws do not
contain any provision relating to indemnification of directors and officers of
Dearborn Financial Corporation. Under current Office of Thrift Supervision
regulations, however, Dearborn Financial Corporation shall indemnify its
directors, officers and employees for any costs incurred in connection with any
litigation involving such person's activities as a director, officer or employee
if such person obtains a final judgment on the merits in his or her favor. In
addition, indemnification is permitted in the case of a settlement, a final
judgment against such person or final judgment other than on the merits, if a
majority of disinterested directors determines that such person was acting in
good faith within the scope of his or her employment 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 interests
of Dearborn Financial Corporation or its stockholders. Dearborn Financial
Corporation also is permitted to pay ongoing expenses incurred by a director,
officer or employee if a majority of disinterested directors concludes that such
person may ultimately be entitled to indemnification. Before making any
indemnification payment, Dearborn Financial Corporation is required to notify
the Office of Thrift Supervision of its intention and such payment cannot be
made if the Office of Thrift Supervision objects to such payment.
The officers, directors, agents and employees of DSA Financial Corporation
are indemnified with respect to certain actions pursuant to DSA Financial
Corporation's Delaware certificate of incorporation. Delaware law allows DSA
Financial Corporation to indemnify any person for expenses, liabilities,
settlements, judgments and fines in suits in which such person has been made a
party by reason of the fact that he or she is or was a director, officer or
employee of DSA Financial Corporation. No such indemnification may be given if
the acts or omissions of the person are adjudged to be in violation of law, if
such person is liable to the corporation for an unlawful distribution, or if
such person personally received a benefit to which he or she was not entitled.
The right to indemnification includes the right to be paid the expenses incurred
in advance of final disposition of a proceeding.
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
10 DSA Financial Corporation 2005 Stock-Based
Incentive Plan **
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. Contained in Exhibit 5
23.2 Consent of Grant Thornton LLP 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 SB-2 (Commission File No. 333-113538), originally filed by the Company
under the Securities Act of 1933, with the Commission on March 12, 2004,
and all amendments or reports filed for the purpose of updating such
description.
** Incorporated by reference to Appendix A to the proxy statement for the
Company's 2005 Annual Meeting of stockholders (Commission File No.
000-50864), filed by the Company under the Securities and Exchange Act of
1934, on October 11, 2005.
4
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 Registrant'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 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.
5
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 Lawrenceburg, State of
Indiana, on this 17th day of March, 2006.
DSA FINANCIAL CORPORATION
By: \s\ Edward L. Fischer
--------------------------------
Edward L. Fischer, President and
Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of DSA Financial Corporation
(the "Company") hereby severally constitute and appoint Edward L. Fischer, as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities indicated below which said Edward L. Fischer 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 DSA Financial Corporation 2005 Stock-Based
Incentive 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 Edward L.
Fischer 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\ Edward L. Fischer President, Chief Executive Officer March 17, 2006
--------------------------- and Director (Principal Executive
Edward L. Fischer Officer)
\s\ Steven R. Doll Vice President and Chief Financial March 17, 2006
--------------------------- Officer (Principal Financial and
Steven R. Doll Accounting Officer)
\s\ Robert P. Sonntag Chairman of the Board March 17, 2006
---------------------------
Robert P. Sonntag
\s\ Ronald J. Denney Director March 17, 2006
---------------------------
Ronald J. Denney
\s\ David P. Lorey Director March 17, 2006
---------------------------
David P. Lorey
\s\ Richard Meador, III Director March 17, 2006
---------------------------
Richard Meador, III
\s\ Dennis Richter Director March 17, 2006
---------------------------
Dennis Richter
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4 Form of Common Stock Certificate (incorporated by reference
to Exhibit 4 to the Registration Statement on Form SB-2
(Commission File No. 333-113538), originally filed by the
Company under the Securities Act of 1933 with the Commission
on March 12, 2004, and all amendments or reports filed for
the purpose of updating such description).
5 Opinion of Luse Gorman Pomerenk & Schick, P.C.
10 DSA Financial Corporation 2005 Stock-Based Incentive Plan
(incorporated by reference to Appendix A to the proxy
statement for the Company's 2005 Annual Meeting of
stockholders (Commission File No. 000-50864), filed by the
Company under the Securities and Exchange Act of 1934, on
October 11, 2005).
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in
the opinion included as Exhibit 5).
23.2 Consent of Grant Thornton LLP.
24 Power of Attorney (contained in the signature page to this
Registration Statement).