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Section 1: S-8 (FORM S-8 REGISTRATION STATEMENT FOR AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN)

 
As filed with the Securities and Exchange Commission on June 11, 2018
Registration No. 333-__________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SOUND FINANCIAL BANCORP, INC.
(Exact name of registrant as specified in its charter)

Maryland
 
45-5188530
(State or other jurisdiction of
 incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
     
2400 3rd Avenue, Suite 150, Seattle, Washington
 
98121
(Address of principal executive offices)
 
(Zip Code)

Sound Financial Bancorp, Inc. Amended and Restated 2013 Equity Incentive Plan
(Full title of the plan)

Michael S. Sadow, P.C.
Silver, Freedman, Taff & Tiernan LLP
(a limited liability partnership including professional corporations)
3299 K Street, N.W., Suite 100
Washington, D.C.  20007
(Name and address of agent for service)

(202) 295-4500
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer 
 
Accelerated Filer 
Non-accelerated filer      (Do not check if a smaller reporting company)
 
Smaller reporting company
   
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
 
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, par value  $.01 per share
100,000 shares(1)
$38.10(2)
$3,810,000(2)
$474.35
 
(1)   Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of a stock split, stock dividend or similar adjustment of the outstanding shares of the common stock of Sound Financial Bancorp, Inc. (the "Company").
(2)   Calculated in accordance with Rule 457 under the Securities Act of 1933, based on the average of the high and low sale prices per share of the Company's common stock on The NASDAQ Stock Market on June 6, 2018 of $38.10.
 

 
 
 
 
 
EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 100,000 shares of common stock, par value $0.01 per share, of Sound Financial Bancorp, Inc.  (the "Company") to be issued pursuant to the Sound Financial Bancorp, Inc. Amended and Restated 2013 Equity Incentive Plan (the "Plan").  The contents of the Company's previously filed Registration Statement on Form S-8 (File No. 333-192345) relating to the Plan (the "Previously Filed Registration Statement") is incorporated herein by reference, except for Items 3, 6 and 8 of Part II of the Previously Filed Registration Statements.




PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Items 1 and 2.  Plan Information and Registrant Information and Employee Plan Annual Information

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Sound Financial Bancorp, Inc. 2013 Equity Incentive Plan, as required 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 document(s) are not being filed with the Commission but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.          Incorporation of Certain Documents by Reference.

The following documents previously or concurrently filed by Sound Financial Bancorp, Inc. (the "Company") with the Commission (File No. 001-35633) (excluding any portions of such documents that have been furnished to and deemed not to be filed with the Commission) are hereby incorporated by reference into this Registration Statement and the prospectus to which this Registration Statement relates (the "Prospectus"):

(a)
the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017;

(b)
the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018;

(c)
the Company's Current Reports on Form 8-K filed on March 29, 2018, April 12, 2018, May 31, 2018 and June 7, 2018; and

(d)
the description of the common stock, par value $.01 per share, of the Company contained in the Company's Registration Statement on Form 8-A filed on August 21, 2012, and all amendments or reports filed for the purpose of updating such description.

All documents 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 (excluding any document or portion thereof that has been furnished to and deemed not to be filed with the Commission), after the filing of this Registration Statement, 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 the Prospectus and to be a part hereof and 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.

The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated).  Requests should be directed to: Laurie Stewart, President and Chief Executive Officer, Sound Financial Bancorp, Inc., 2400 3rd Avenue, Suite 150, Seattle, Washington  98121, telephone number (206) 448-0884.
 
 
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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.

Not Applicable.

Item 6.  Indemnification of Directors and Officers.

Section 2-405.2 of the Maryland General Corporation Law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation or its stockholders for money damages except:  (1) to the extent it is proven that the director or officer actually received an improper benefit or profit, for the amount of the improper benefit or profit; or (2) to the extent that a judgment or other final adjudication adverse to the director or officer is entered in a proceeding based on a finding that the director's or officer's action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.  The Company's charter contains such a provision, thereby limiting the liability of its directors and officers to the maximum extent permitted by Maryland law.

Section 2-418 of the Maryland General Corporation Law permits a Maryland corporation to indemnify a director or officer who is made a party to any proceeding by reason of service in that capacity against judgments, penalties, fines, settlements and reasonable expenses actually incurred unless it is established that: (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (2) the director or officer actually received an improper personal benefit; or (3) in the case of a criminal proceeding, the director or officer had reasonable cause to believe that his conduct was unlawful.  The Maryland General Corporation Law provides that where a director or officer is a defendant in a proceeding by or in the right of the corporation, the director or officer may not be indemnified if he or she is found liable to the corporation.  The Maryland General Corporation Law also provides that a director or officer may not be indemnified in respect of any proceeding alleging improper personal benefit in which he or she was found liable on the grounds that personal benefit was improperly received.  A director or officer found liable in a proceeding by or in the right of the corporation or in a proceeding alleging improper personal benefit may petition a court to nevertheless order indemnification of expenses if the court determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

Section 2-418 of the Maryland General Corporation Law provides that unless limited by the charter of a Maryland corporation, a director or an officer who is successful on the merits or otherwise in defense of any proceeding must be indemnified against reasonable expenses.  Section 2-418 also provides that a Maryland corporation may advance reasonable
 
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expenses to a director or an officer upon the corporation's receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by the director or officer or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

The Company's charter provides for indemnification of directors and officers to the maximum extent permitted by the Maryland General Corporation Law.

Under a directors' and officers' liability insurance policy, directors and officers of the Company are insured against certain liabilities.

Item 7.  Exemption from Registration Claimed.

Not Applicable.
 
Item 8.  Exhibits.
 
            See Exhibit Index.
 
Item 9.  Undertakings.
 
(a)          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:

(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 the 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.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 to such information in the registration statement;
 
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information  required to be included in a post‑effective amendment by those paragraphs 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 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 offering.

(b)
The undersigned registrant hereby undertakes 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 Section 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.

(c)
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 of expenses incurred or paid by a director, officer or controlling person 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

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 Seattle, State of Washington, on the 8th day of  June, 2018.

  SOUND FINANCIAL BANCORP, INC.
     
     
 
By:
 /s/Laura Lee Stewart                                     
   
Laura Lee Stewart, President and Chief Executive
Officer (Duly Authorized Representative)


POWER OF ATTORNEY

We, the undersigned officers and directors of Sound Financial Bancorp, Inc., hereby severally and individually constitute and appoint Laura Lee Stewart, the true and lawful attorney and agent of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments (including post-effective amendments) to this registration statement and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, said attorney and agent to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorney and agent to any and all such amendments and instruments

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.

 
/s/ Tyler K. Myers          
 
 
/s/ Laura Lee Stewart          
Tyler K. Myers, Chairman
 
Laura Lee Stewart, President, Chief Executive Officer and Interim Chief Financial Officer (Principal Executive, Financial and Accounting Officer)
 
Date: June 8, 2018
 
 
Date: June 8, 2018
 
/s/ David S. Haddad, Jr.          
 
 
/s/ Robert F. Carney          
David S. Haddad, Jr., Director
 
Robert F. Carney, Director
 
Date: June 8, 2018
 
 
Date: June 8, 2018
 
 
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/s/ Debra Jones          
 
 
 
 
Debra Jones, Director
 
Kathleen B. Cook, Director
 
Date: June 8, 2018
 
 
Date:
 
 
/s/ Rogelio Riojas          
 
 
 
/s/James E. Sweeney          
Rogelio Riojas, Director
 
James E. Sweeney, Director
 
Date: June 8, 2018
 
 
Date: June 8, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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INDEX TO EXHIBITS

Exhibit Number
 
 
Document          
     
 
Articles of Incorporation of Sound Financial Bancorp, Inc. (incorporated herein by reference to the Registration Statement on Form S-1 filed with the SEC on March 27, 2012 (File No. 333-180385))
     
 
Bylaws of Sound Financial Bancorp, Inc. (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on February 3, 2015 (File No. 001-35633))
     
 
Opinion of Silver, Freedman, Taff & Tiernan LLP
     
 
Consent of Silver, Freedman, Taff and Tiernan LLP (contained in Exhibit 5)
     
 
Consent of Moss Adams LLP
     
 
Power of Attorney (contained on signature page)
     
 
Sound Financial Bancorp, Inc. Amended and Restated 2013 Equity Incentive Plan (included as Appendix A to the Registrant's definitive proxy statement filed with the SEC on April 12, 2018 (File No. 001-35633) and incorporated herein by reference).


 
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Section 2: EX-5 (OPINION OF SILVER, FREEDMAN, TAFF & TIERNAN LLP)

 
Exhibit 5
 
Law Offices
Silver, Freedman, Taff & Tiernan LLP
A Limited Liability Partnership Including Professional Corporations

   
3299 K STREET, N.W., SUITE 100
WASHINGTON, D.C. 20007
(202) 295-4500
WWW.SFTTLAW.COM
   
June 8, 2018

Board of Directors
Sound Financial Bancorp, Inc.
2400 3rd Avenue, Suite 150
Seattle, Washington  98121

Ladies and Gentlemen:
We have acted as special counsel to Sound Financial Bancorp, Inc., a Maryland corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement"), relating to 100,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), to be offered pursuant to the Sound Financial Bancorp, Inc. Amended and Restated 2013 Equity Incentive Plan (the "Plan").  The Registration Statement also registers an indeterminate number of additional shares which may be issuable as a result of a stock split, stock dividend or similar transaction. We have been requested by the Company to furnish this opinion to be included as an exhibit to the Registration Statement.
In connection with our opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Plan, the Registration Statement, the Company's charter and bylaws, resolutions of the Company's Board of Directors and committees thereof, and such other documents and corporate records as we have deemed appropriate for the purpose of rendering this opinion. We have assumed without investigation the genuineness of all signatures, the legal capacity of natural persons, the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to authentic and complete original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity, accuracy and completeness of the originals of such copies.  We have further assumed the accuracy of certifications of public officials, government agencies and departments, corporate officers, and individuals and statements of fact, on which we are relying, and have made no independent investigations thereof. 
For purposes of this opinion, we have also assumed that (i) the shares of Common Stock issuable pursuant to awards under the Plan will continue to be validly authorized on the dates the Common Stock is issued pursuant to the Plan; (ii) on the dates the stock options issued under the Plan are exercised and the share awards vest, the stock options and the share awards will constitute valid, legal and binding obligations of the Company and will be enforceable as to the Company in accordance with their terms (subject to applicable bankruptcy, moratorium, insolvency, reorganization and other laws and legal principles affecting the enforceability of creditors' rights generally); (iii) the stock options are exercised in accordance with their terms and the Plan and the exercise price therefor is paid in accordance with the terms thereof; (iv) no change occurs in applicable law or the pertinent facts; and (v) the provisions of "blue sky" and other securities laws as may be applicable will have been complied with to the extent required.
Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, it is our opinion as of the date hereof that the shares of Common Stock being so registered will be, when and if issued, sold and paid for in accordance with and as contemplated by the Plan, validly issued, fully paid and non-assessable.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Common Stock. The foregoing opinion is limited to the General Corporation Law of the State of Maryland, as currently in effect.  This opinion is limited to the facts bearing on this opinion as they exist on the date of this opinion. We disclaim any obligation to review or supplement this opinion or to advise you of any changes in the circumstances, laws or events that may occur after this date or otherwise update this opinion.
 

 
 
Sound Financial Bancorp, Inc.
June 8, 2018
Page 2

We hereby consent to the inclusion of this opinion as Exhibit 5 to the Registration Statement.  In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. The opinions expressed herein are matters of professional judgment and are not a guarantee of result.

   
Very truly yours,
     
   
/s/ SILVER, FREEDMAN, TAFF & TIERNAN LLP
     
   
SILVER, FREEDMAN, TAFF & TIERNAN LLP

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Section 3: EX-23.2 (CONSENT OF MOSS ADAMS LLP)

 
Exhibit 23.2
 


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this Registration Statement on Form S-8 of Sound Financial Bancorp, Inc., of our report dated March 27, 2018, relating to the consolidated financial statements of Sound Financial Bancorp, Inc. and Subsidiary, which report appears in the Form 10-K of Sound Financial Bancorp, Inc. and Subsidiary for the year ended December 31, 2017.

/s/ Moss Adams LLP

Everett, Washington
June 8, 2018
 
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