Registration No. 333-_______
As filed with the Securities and Exchange Commission on August 11, 2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
Home Federal Bancorp, Inc. of Louisiana
______________________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
United States
______________________________________________________________________________
(State or Other Jurisdiction of Incorporation or Organization)
86-1127166
______________________________________________________________________________
(I.R.S. Employer Identification No.)
624 Market Street
Shreveport, Louisiana 71166
______________________________________________________________________________
(Address of Principal Executive Offices (Zip Code)
Home Federal Bancorp, Inc. of Louisiana 2005 Stock Option Plan
______________________________________________________________________________
(Full Title of the Plans)
Copies to:
Daniel R. Herndon
President and Chief Executive
Officer Eric M. Marion, Esq.
Home Federal Bancorp, Inc. of Elias, Matz, Tiernan &
Louisiana Herrick, L.L.P.
624 Market Street 734 15th Street, N.W.
Shreveport, Louisiana 71166 Washington, D.C. 20005
(318) 222-1145 (202) 347-0300
_______________________________________________________________________________
(Name, Address and Telephone Number, Including Area Code, of Agent For
Service)
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee
_______________ _________________ ___________ _____________ ______________
Common Stock,
par value $.01
per share 170,857 shares(2) $9.85(2) $1,682,941.45
Common Stock,
par value $.01
per share 3,532 shares(3) 10.20(3) 36,026.40
------- ------------
Total 174,389 shares $1,718,967.85 $183.93
======= ============
_______________________________________________________________________________
_____________________
(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 Home Federal Bancorp, Inc. of Louisiana ("Company" or "Registrant")
2005 Stock Option Plan (the "Option Plan") as a result of a stock split,
stock dividend or similar adjustment of the outstanding common stock, par
value $.01 per share ("Common Stock"), of the Company.
(2) The 170,857 shares represent shares of Common Stock for which options have
been granted under the Option Plan as of the date hereof but not yet
exercised. The Proposed Maximum Offering Price Per Share is equal to the
weighted average exercise price of the options and is estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(h)(1)
promulgated under the Securities Act of 1933, as amended ("Securities
Act").
(3) The 3,532 shares represent shares of Common Stock which have been reserved
under the Option Plan for stock options and are available for future
grant. The Proposed Maximum Offering Price Per Share is equal to the
closing price of the Common Stock on August 9, 2006 on the OTC Bulletin
Board and estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(c) promulgated under the Securities Act.
_________________________
This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. Section 230.462.
PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
________________
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities
Act and the "Note" to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the year
ended June 30, 2005, filed with the Commission on
October 12, 2005, as amended (File No. 000-51117);
(b) All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the financial statements
in the Annual Report referred to in clause (a) above;
(c) The description of the Common Stock of the Company
contained in "Description of Home Federal Bancorp
Capital Stock" in the Company's Prospectus included in
the Registration Statement on Form SB-2 as filed on
September 15, 2004, as amended (File No. 333-119026);
and
(d) All documents filed by the Company 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
have been sold or which deregisters all securities then
remaining unsold.
Any statement contained in this Registration Statement, or
in a document incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein, 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.
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Item 4. Description of Securities.
Not applicable since the Company's Common Stock is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Generally, federal regulations define areas for indemnity
coverage for federal savings associations and federal subsidiary
holding companies as follows:
(a) Any person against whom an 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 such 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 the person 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;
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(iii) "final judgment" means a judgment, decree, or
order which is not appealable and as to which the period for
appeal has expired with no appeal taken;
(iv) "settlement" includes the entry of a judgment by
consent or by confession or a plea of guilty or nolo contendere.
Home Federal Savings and Loan Association has a directors
and officers liability policy providing for insurance against
certain liabilities incurred by its directors and officers while
serving in their capacities as such.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be
reoffered or resold pursuant to this Registration Statement.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8 (numbering
corresponds to Exhibit Table in Item 601 of Regulation S-K):
Exhibit No. Description
____________ __________________________________________________
4.0 Common Stock Certificate*
5.0 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the Common Stock
10.0 Home Federal Bancorp, Inc. of Louisiana 2005
Stock Option Plan**
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5.0)
23.2 Consent of LaPorte Sehrt Romig & Hand
24.0 Power of attorney for any subsequent amendments
is located in the signature pages
_______________
* Incorporated herein by reference from the Company's
Registration Statement on Form SB-2, as amended, filed
with the SEC on September 15, 2004 (File No. 333-
119026)
** Incorporated herein by reference from the Company's
Definitive Schedule 14A filed with the SEC on June 29,
2005 (File No. 000-51117).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes that it will:
1. file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to:
(i) include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) reflect in the prospectus any facts or events
which, individually or together, represent a fundamental
change in the information in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
the 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
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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 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) include any additional or changed material
information on the plan of distribution;
(2) for determining liability under the Securities Act,
treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer 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 small
business issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer 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 small business issuer
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 of 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 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Shreveport, State of Louisiana, on this 10th day of August 2006.
HOME FEDERAL BANCORP, INC. OF LOUISIANA
By /s/ Daniel R. Herndon
_____________________________________
Daniel R. Herndon
President and Chief Executive Officer
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. Each person whose signature appears
below hereby makes, constitutes and appoints Daniel R. Herndon his or her
true and lawful attorney, with full power to sign for such person and in
such person's name and capacity indicated below, and with full power
of substitution any and all amendments to this Registration Statement,
hereby ratifying and confirming such person's signature as it may be
signed by said attorney to any and all amendments.
Name Title Date
____________________________ _______________________ _________________
/s/ Daniel R. Herndon
___________________________
Daniel R. Herndon Chairman of the Board, August 10, 2006
President and Chief
Executive Officer
/s/ Walter T. Colquitt III
___________________________
Walter T. Colquitt III Director August 10, 2006
/s/ David A. Herndon III
___________________________
David A. Herndon III Director August 10, 2006
/s/ Scott D. Lawrence
___________________________
Scott D. Lawrence Director August 10, 2006
/s/ Sidney D. York
___________________________
Sidney D. York Director August 10, 2006
/s/ Clyde D. Patterson
___________________________
Clyde D. Patterson Director and Executive August 10, 2006
Vice President
(Principal Financial
and Accounting Officer)
Name Title Date
____________________________ _______________________ _________________
/s/ Henry M. Hearne
___________________________
Henry M. Hearne Director August 10, 2006
/s/ Woodus K. Humphrey
___________________________
Woodus K. Humphrey Director August 10, 2006
/s/ Amos L. Wedgeworth Jr.
___________________________
Amos L. Wedgeworth Jr. Director August 10, 2006
EXHIBIT INDEX
Exhibit No. Description
___________ __________________________________________________
4.0 Common Stock Certificate*
5.0 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the Common Stock
10.0 Home Federal Bancorp, Inc. of Louisiana 2005
Stock Option Plan**
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5.0)
23.2 Consent of LaPorte Sehrt Romig & Hand
24.0 Power of attorney for any subsequent amendments
is located in the signature pages
_______________
* Incorporated herein by reference from the Company's
Registration Statement on Form SB-2, as amended, filed
with the SEC on September 15, 2004 (File No. 333-
119026)
** Incorporated herein by reference from the Company's
Definitive Schedule 14A filed with the SEC on June 29,
2005 (File No. 000-51117).