Federal
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59-3764686
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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Mr. Robert J. Larison, Jr.
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Mr. Richard S. Garabedian, Esq.
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President and Chief Executive Officer
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Luse Gorman Pomerenk & Schick, P.C.
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Atlantic Coast Federal Corporation
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5335 Wisconsin Ave., N.W., Suite 780
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505 Haines Avenue
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Washington, DC 20015-2035
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Waycross, Georgia 31501
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(202) 274-2000
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(800) 342-2824
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(Name, Address and Telephone
Number of Agent for Service)
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Title of
Securities
to be
Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common stock, par value $0.01 per share
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600,000 (2)
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$2.98(4)
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$1,788,000
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$127.49
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Common stock, par value $0.01 per share
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600,000 (3)
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$2.98(4)
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$1,788,000
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$127.49
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TOTALS
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1,200,000
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$3,576,000
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$254.98
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(1)
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Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Atlantic Coast Federal Corporation Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and the Atlantic Coast Federal Corporation Director Stock Purchase Plan (the “Director Stock Purchase Plan”) (together, the “Stock Purchase Plans”) as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Atlantic Coast Federal Corporation (the “Company”) pursuant to 17 C.F.R. Section 230.416(a).
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(2)
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Represents the number of shares of common stock currently reserved for issuance under the Employee Stock Purchase Plan for grants of purchase rights.
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(3)
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Represents the number of shares of common stock currently reserved for issuance under the Director Stock Purchase Plan for grants of purchase rights.
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(4)
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Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
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(a)
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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:
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(i)
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Any amount for which that person becomes liable under a judgment in such action; and
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(ii)
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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.
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(b)
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Indemnification shall be made to such person under paragraph (b) of this Section only if:
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(i)
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Final judgment on the merits is in his or her favor; or
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(ii)
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In case of:
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a.
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Settlement,
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b.
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Final judgment against him or her, or
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c.
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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.
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(c)
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As used in this paragraph:
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(i)
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Action” means any judicial or administrative proceeding, or threatened proceeding, whether civil, criminal, or otherwise, including any appeal or other proceeding for review;
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(ii)
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“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)
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“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; and
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(iv)
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“Settlement” includes the entry of a judgment by consent or confession or plea of guilty of nolo contendere.
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Regulation S-K
Exhibit Number
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Document
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Reference to Prior Filing or
Exhibit No. Attached Hereto
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4
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Form of Common Stock Certificate
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*
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5
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Opinion of Luse Gorman Pomerenk & Schick, P.C.
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Attached as Exhibit 5
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10.1
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Atlantic Coast Federal Corporation Employee Stock Purchase Plan
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**
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10.2
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Atlantic Coast Federal Corporation Director Stock Purchase Plan
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***
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23.1
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Consent of Luse Gorman Pomerenk & Schick, P.C.
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Contained in Exhibit 5
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23.2
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Consent of Independent Registered Public Accounting Firm
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Attached as Exhibit 23.2
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24
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Power of Attorney
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Contained on Signature Page
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*
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Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (File No. 333-113923) originally filed by the Company under the Securities Act of 1933 with the Commission on March 25, 2004, and all amendments or reports filed for the purpose of updating such description.
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**
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Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders of Atlantic Coast Federal Corporation (File No. 000-50962), filed by Atlantic Coast Federal Corporation under the Securities Exchange Act of 1934 on April 7, 2010.
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***
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Incorporated by reference to Appendix B to the proxy statement for the Annual Meeting of Stockholders of Atlantic Coast Federal Corporation (File No. 000-50962), filed by Atlantic Coast Federal Corporation under the Securities Exchange Act of 1934 on April 7, 2010.
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ATLANTIC COAST FEDERAL CORPORATION
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By: /s/ Robert J. Larison, Jr.
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Robert J. Larison, Jr.
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President and Chief Executive Officer
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Signatures
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Title
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Date
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/s/ Robert J. Larison, Jr.
Robert J. Larison, Jr.
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President and Chief Executive Officer
(Principal Executive Officer)
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June 24, 2010
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/s/ Thomas B. Wagers, Sr.
Thomas B. Wagers, Sr.
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Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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June 24, 2010
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/s/ Thomas F. Beeckler
Thomas F. Beeckler
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Director
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June 24, 2010
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/s/ Frederick D. Franklin, Jr.
Frederick D. Franklin, Jr.
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Director
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June 24, 2010
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/s/ Charles E. Martin, Jr.
Charles E. Martin, Jr.
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Director
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June 24, 2010
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/s/ W. Eric Palmer
W. Eric Palmer
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Director
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June 24, 2010
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/s/ Robert J. Smith
Robert J. Smith
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Director
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June 24, 2010
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/s/ Forrest W. Sweat, Jr.
Forrest W. Sweat, Jr.
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Director
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June 24, 2010
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/s/ H. Dennis Woods
H. Dennis Woods
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Director
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June 24, 2010
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/s/ Jay S. Sidhu
Jay S. Sidhu
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Director
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June 24, 2010
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Regulation S-K
Exhibit Number
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Document
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Reference to Prior Filing or
Exhibit No. Attached Hereto
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4
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Form of Common Stock Certificate
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*
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5
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Opinion of Luse Gorman Pomerenk & Schick, P.C.
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Attached as Exhibit 5
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10.1
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Atlantic Coast Federal Corporation Employee Stock Purchase Plan
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**
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10.2
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Atlantic Coast Federal Corporation Director Stock Purchase Plan
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***
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23.1
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Consent of Luse Gorman Pomerenk & Schick, P.C.
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Contained in Exhibit 5
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23.2
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Consent of Independent Registered Public Accounting Firm
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Attached as Exhibit 23.2
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24
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Power of Attorney
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Contained on Signature Page
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*
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Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (File No. 333-113923) originally filed by the Company under the Securities Act of 1933 with the Commission on March 25, 2004, and all amendments or reports filed for the purpose of updating such description.
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**
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Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders of Atlantic Coast Federal Corporation (File No. 000-50962), filed by Atlantic Coast Federal Corporation under the Securities Exchange Act of 1934 on April 7, 2010.
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***
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Incorporated by reference to Appendix B to the proxy statement for the Annual Meeting of Stockholders of Atlantic Coast Federal Corporation (File No. 000-50962), filed by Atlantic Coast Federal Corporation under the Securities Exchange Act of 1934 on April 7, 2010.
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