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As filed with the Securities and Exchange Commission on July 2, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FIRSTFED AMERICA BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-3333218
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE FIRSTFED PARK
SWANSEA MALL DRIVE
SWANSEA, MA 02777
(508) 235-1500
(Address, including zip code, and telephone
number, including area code, of registrant's principal executive offices)
FIRST FEDERAL SAVINGS BANK OF AMERICA
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
(Full Title of the Plan)
----------------------------------------------
Robert F. Stoico Copies to:
President and Chief Executive Officer Lawrence M.F. Spaccasi, Esq.
FIRSTFED AMERICA BANCORP, INC. Thomas P. Hutton, Esq.
One FirstFed Park Muldoon Murphy & Faucette LLP
Swansea Mall Drive 5101 Wisconsin Avenue, N.W.
Swansea, MA 02777 Washington, DC 20016
(508) 235-1500 (202)362-0840
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
=========================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of each Class of Amount to be Offering Price Aggregate Offering Registration
Securities to be Registered Registered (1) Per Share Price(2) Fee
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Common Stock
$.01 par Value 240,000 Shares $24.70(3) $5,928,000 $546
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Participation Interests(4) (5)
=========================================================================================================================
(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 First Federal Savings Bank of America Employees' Savings & Profit Sharing Plan
(the "Plan") as the result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock of
FIRSTFED AMERICA BANCORP, INC. pursuant to 17 C.F.R. ss.230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The average of the high and low prices of FIRSTFED AMERICA BANCORP, INC. Common Stock (the "Common Stock") as reported
on July 1, 2002 in accordance with 17 C.F.R.ss.230.457(c).
(4) In addition, pursuant to 17 C.F.R. ss.230.416(c), this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described herein based upon the maximum amount
that could be issued under the plan pursuant to 17 C.F.R. ss.230.457(h).
(5) In accordance with 17 C.F.R. ss.230.457(h), where securities are to be offered pursuant to an employer benefit plan,
the aggregate offering price and the amount of the registration fee shall be computed with respect to the maximum
number of shares of Common Stock issuable under the Plan that are covered by the registration statement. Accordingly, no
separate fee is required for the participation interests.
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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
The contents of the previously filed Registration Statement for
FIRSTFED AMERICA BANCORP, INC. dated January 7, 1997 (Registration No.
333-43801), is hereby incorporated by reference. This registration statement is
being filed to register additional shares of FIRSTFED AMERICA BANCORP, INC.
common stock under the First Federal Savings Bank of America Employees' Savings
& Profit Sharing Plan and Trust.
Item 8. Exhibits
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The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
No. Exhibit
--- -------
10 First Federal Savings Bank of America Employees' Savings &
Profit Sharing Plan.
23.1 Consent of KPMG LLP.
24 Power of attorney (see signature pages).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, FIRSTFED AMERICA
BANCORP, 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 Swansea, Massachusetts on June 27, 2002.
FIRSTFED AMERICA BANCORP, INC.
By:/s/ Robert F. Stoico
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Robert F. Stoico
Chairman of the Board of Directors, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Robert F. Stoico and Edward A. Hjerpe, III, as
his true and lawful attorneys-in-fact and agents, each acting alone, with full
powers 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 this Form S-8
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the U.S. Securities and Exchange
Commission, respectively, 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 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, each acting alone, or his substitute or
substitutes, 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/ Robert F. Stoico Chairman of the Board of Directors, June 27, 2002
----------------------- President and Chief Executive
Robert F. Stoico Officer
/s/ Edward A. Hjerpe, III Executive Vice President, June 27, 2002
----------------------- Chief Operating Officer and
Edward A. Hjerpe, III Chief Financial Officer
(principal accounting and
financial officer)
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/s/ B. Benjamin Cavallo Director June 27, 2002
-----------------------
B. Benjamin Cavallo
/s/ Richard W. Cederberg Director
----------------------- June 27, 2002
Richard W. Cederberg
/s/ John S. Holden, Jr. Director June 27, 2002
-----------------------
John S. Holden, Jr.
/s/ Gilbert C. Oliveira Director June 27, 2002
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Gilbert C. Oliveira
/s/ Paul A. Raymond, DDS Director June 27, 2002
----------------------
Paul A. Raymond, DDS
/s/ Thomas A. Rodgers, Jr. Director June 27, 2002
----------------------
Thomas A. Rodgers, Jr.
/s/ Anthony L. Sylvia Director June 27, 2002
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Anthony L. Sylvia
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EXHIBIT INDEX
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
--------------- --------------------------- --------------------------- ----------------
10 First Federal Savings Filed herewith.
Bank of America
Employees' Savings &
Profit Sharing Plan.
23.0 Consent of KPMG LLP. Filed herewith.
24 Power of Attorney Located on the signature page.