As filed with the Securities and Exchange Commission on June 23, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Broadway Financial Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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95-4547287
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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5055 Wilshire Boulevard, Suite 500
Los Angeles, California 90036
(Address of principal executive offices)
Broadway Financial Corporation 2008 Long-Term Incentive Plan
(Full title of the plan)
Wayne-Kent A. Bradshaw
Broadway Financial Corporation
5055 Wilshire Boulevard, Suite 500
Los Angeles, California 90036
(Name and address of agent for service)
(323) 634-1700
(Telephone number, including area code, of agent for service)
copy to:
James R. Walther
Arnold & Porter Kaye Scholer LLP
777 South Figueroa Street, 44
th
Floor
Los Angeles, California 90017
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.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Emerging growth company
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o
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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.
o
CALCULATION OF REGISTRATION FEE
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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(2)
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Proposed maximum
aggregate price
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Amount of
registration fee
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Common Stock, $0.01 par value
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1,648,282
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(3)
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$
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2.03
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$
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3,346,012.46
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$
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387.80
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(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of additional shares of the Registrant’s Common Stock issuable with respect to the shares registered hereunder in the event of a stock split, stock dividend or similar transaction.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are calculated on the basis of $2.03, the average of the high and low price of our Common Stock as reported on the NASDAQ Capital Market on June 20, 2017.
(3)
Represents shares of Common Stock that were added to the shares reserved for issuance under the Registrant’s 2008 Long-Term Incentive Plan pursuant to stockholder approval received at the Registrant’s annual meeting of stockholders held on November 27, 2013.
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 Los Angeles, State of California, on June 23, 2017.
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Broadway Financial Corporation
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By:
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/s/ Wayne-Kent A. Bradshaw
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Name:
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Wayne-Kent A. Bradshaw
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Its:
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President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Wayne-Kent A. Bradshaw and Brenda J. Battey and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, full to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their 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 below by the following persons in the capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ Wayne-Kent A. Bradshaw
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Chief Executive Officer and President
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June 21, 2017
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Wayne-Kent A. Bradshaw
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(Principal Executive Officer)
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/s/ Brenda J. Battey
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Chief Financial Officer
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June 21, 2017
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Brenda J. Battey
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ Virgil P. Roberts
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Chairman of the Board of Directors
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June 21, 2017
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Virgil P. Roberts
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Director
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Kellogg Chan
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/s/ Robert C. Davidson, Jr.
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Director
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June 21, 2017
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Robert C. Davidson, Jr.
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/s/ Albert Odell Maddox
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Director
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June 21, 2017
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Albert Odell Maddox
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/s/ Daniel A. Medina
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Director
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June 21, 2017
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Daniel A. Medina
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/s/ Dutch C. Ross III
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Director
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June 21, 2017
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Dutch C. Ross III
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/s/ Erin Selleck
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Director
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June 21, 2017
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Erin Selleck
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