As Filed with the Securities and Exchange Commission on December
14, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BOURBON BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Kentucky
(State or other jurisdiction of
incorporation or organization)
61-0993464
(I.R.S. Employer Identification No.)
----------------------------------
P. O. Box 157, Paris, KY 40362-0157; (606) 987-1795
(Address of Principal Executive Offices)
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1985 Incentive Stock Option Plan
1993 Employee Stock Ownership Incentive Plan
1993 Non-Employee Directors Stock Ownership Incentive Plan
1999 Employee Stock Option Plan
Employee Gift Program
(Full Title of the Plan)
Buckner Woodford
President and CEO
BOURBON BANCSHARES, INC.
P. O. Box 157
Paris, KY 40362-0157
(606) 987-1795
(Name and Address of agent for service)
Copies of Communications to:
James A. Giesel
BROWN, TODD & HEYBURN PLLC
400 W. Market Street, 32nd Floor
Louisville, Kentucky 40202-3363
(502) 589-5400
<PAGE>
CALCULATION OF REGISTRATION FEE
Title Of Amount To Proposed Proposed Amount Of
Shares To Be Be Maximum Maximum Registration
Registered Registered Offering Aggregate Fee
(1) Price Per Offering
Share Price
Common Shares, 264,340
no par value... shares $6.60 - $26.00(2) $4,962,459.20 $1,310.09
(1) The number represents the number of shares authorized to be
issued under the five plans that are the subject of this
registration statement listed above (collectively, the "Plans").
This registration statement shall also cover any additional
Common Shares which shall become issuable under the Plans by
reason of any stock dividend, stock split, recapitalization or
any other similar transaction effected without the receipt of
consideration which results in an increase in the number of the
Registrant's outstanding Common Shares.
(2) Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(h) of the Securities
Act of 1933, as amended, (the "Securities Act"). The price per
share and the aggregate offering price are calculated on the
basis of (a) the weighted average of $6.60 to $15.80, the
exercise price for 148,940 shares subject to outstanding options
granted under the Plans and (b) $26.00, the average of the high
and low sales prices of Registrant's Common Shares on December 8,
1999, as reported on the OTC Bulletin Board, for the remainder of
the shares subject to the Plans registered hereunder.
<PAGE>
PART I.
Item 1. Plan Information
All information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"), and the Note to Part I
of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information
All information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act
and the Note to Part I of Form S-8.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference into this
Registration Statement the following documents and information
heretofore filed by Bourbon Bancshares, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1998.
(b) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") since December 31, 1998.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing such documents.
Item 4. Description of Securities
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 10,000,000 Common Shares.
In addition, the Company also is authorized to issue 300,000
preferred shares, ("Preferred Shares"), none of which are
outstanding.
The rights of shareholders of the Company will be governed
by the Kentucky Business Corporation Act and the Company's
articles of incorporation (the "Articles") and bylaws (the
"Bylaws"). This summary does not purport to be a complete
statement of the rights of shareholders and is qualified in its
entirety by reference to the Articles and Bylaws, to which
prospective investors are referred.
<PAGE>
COMMON SHARES
Voting Rights. Except with respect to the election of
directors, each holder of shares will be entitled to one vote per
share held. Kentucky law requires cumulative voting in the
election of directors. Under cumulative voting, each shareholder
is entitled to vote the number of shares owned by him or her
multiplied by the number of directors to be elected. Each
shareholder may cast all of the votes for a single nominee or may
distribute the votes in any manner among as many candidates as
the shareholder may deem fit.
The Articles provide for the division of the Company's Board
of Directors into three classes of approximately equal size.
Directors of a classified Board of Directors are generally
elected for three-year terms, and the terms of office of
approximately one-third of the members of the classified Board of
Directors expire each year. This classification of the Board may
make it more difficult for a shareholder to acquire control of
the Company and remove management by means of a hostile takeover.
Dividends. Holders of shares will be entitled to such
dividends and other distributions as may be declared from time
to time by the Company's Board of Directors.
No Preemptive Rights. The Articles do not grant
shareholders preemptive rights to acquire unissued shares.
Indemnification. Article 9 requires the Company to
indemnify its directors and executive officers for amounts
incurred in connection with legal proceedings arising from
actions by the directors or executive officers in their official
capacity with the Company to the maximum extent permitted by
Kentucky law. Under Kentucky law, a corporation has broad powers
of indemnification. A person may be indemnified for judgments,
penalties, fines, settlements, and reasonable expenses incurred
by that person. However, under no circumstances may a person be
indemnified for any actions in bad faith.
Limitation on Director Liability. Article 10 eliminates in
certain circumstances the liability of a director to the Company
or its shareholders for monetary damages arising out of the
director's breach of the fiduciary duty of due care. This
provision does not relieve a director of his or her liability,
monetary or otherwise, for the following actions resulting in
harm to the Company or its shareholders: (i) any transaction in
which the director has a personal financial interest in conflict
with the financial interest of the Company or its shareholders,
(ii) actions not taken in good faith or the failure to act in
good faith, (iii) actions involving the intentional misconduct of
a director, (iv) actions known by the director to violate law,
(v) actions involving an improper dividend or improper repurchase
of stock in violation of KRS 271B.8-330 and (vi) actions
resulting in the receipt of an improper personal benefit by the
director. Article 10 does not preclude or limit recovery of
damages by third parties.
The limitations of liability permitted by Article 10 extend
only to directors, not officers, and only to the elimination of a
recovery of a monetary remedy. Shareholders may still seek
equitable relief, such as an injunction, against any action by a
director that is inappropriate.
<PAGE>
PREFERRED SHARES
The Board of Directors will be permitted without further
shareholder approval, unless otherwise required by governing laws
or regulations, to authorize the issuance of Preferred Shares in
series and to fix the voting powers, designations, preferences
and relative, participating, optional or other special rights of
each series of Preferred Shares and the qualifications,
limitations and restrictions thereof. The Company does not have,
at present, any agreement, understanding or arrangement which
would result in the issuance of any Preferred Shares.
It is not possible to state the precise effect of the
authorization of Preferred Shares upon the right of the holders
of the Company's Common Shares until the Board of Directors
determines the respective preferences, limitations and relative
rights of the holders of one or more series or classes of
Preferred Shares. However, such effect might include: (a)
reduction of the amount otherwise available for payment of
dividends on Common Shares, to the extent dividends are payable
on any issued Preferred Shares, and restrictions on dividends on
Common Shares if dividends on the Preferred Shares are in
arrears; (b) dilution of the voting power of the Common Shares
to the extent that the Preferred Shares have voting rights; and
(c) the holders of Common Shares not being entitled to share in
the Company's assets upon liquidation until the satisfaction of
any liquidation preference granted to the Preferred Shares.
The authority of the Board of Directors to issue the Preferred
Shares may be viewed as having the effect of discouraging an
unsolicited attempt by another person or entity to acquire
control of the Company and may therefore have an anti-takeover
effect by impeding the completion of a merger, tender offer or
other takeover attempt. Issuances of authorized preferred shares
can be implemented, and have been implemented by some companies
in recent years, with voting or conversion privileges intended to
make acquisition of the Company more difficult or more costly.
Such an issuance could discourage or limit the shareholders'
participation in certain types of transactions that might be
proposed (such as a tender offer), whether or not such
transactions were favored by the majority of shareholders, and
could enhance the ability of officers and directors to retain
their positions. The Company's Board of Directors will make any
determination to issue such shares based on its judgment as to
the best interests of the Company and its shareholders. The
Company's Board of Directors, in so acting, could issue the
Company Preferred Shares having terms that discourage an
acquisition attempt through which an acquirer may be able to
change the composition of the Company's Board of Directors,
including a tender offer or other transaction that some, or a
majority, of the Company's shareholders might believe to be in
their best interests or in which shareholders might receive a
premium for their stock over the then current market price of
such stock.
Item 5. Interests of Named Experts and Counsel
Not applicable.
<PAGE>
Item 6. Indemnification Of Directors And Officers
Article 9 of the Articles of Incorporation of the Company
contain certain indemnification provisions providing that
directors, officers and employees or agents of the Company will
be indemnified against expenses actually and reasonably incurred
by them if they are successful on the merits of a claim or
proceeding. Article 9 provides as follows:
A. Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to, or is
involved in, any action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or
informal (hereinafter a "proceeding"), by reason of the fact that
he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee or agent or
in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the KBCA, as the
same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including
attorney'' fees, judgments, fines. ERISA excise taxes or
penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in
paragraph B hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding
(or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. The right to indemnification
conferred in this paragraph A of Article IX shall be a contract
right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance
of its final disposition; provided, however, that, if the KBCA
requires, the payment of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not
in any other capacity in which service was or is rendered by such
person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of
the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is
not entitled to be indemnified under this section or otherwise.
The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with
the same scope and effect as the foregoing indemnification of
directors and officers.
<PAGE>
B. Right of Claimant to Bring Suit. If a claim under
paragraph A of this Article IX is not paid in full by the
Corporation within 30 days after a written claim has been
received by the Corporation, the claimant may, at any time
thereafter, bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant
has not met the standard of conduct that makes it permissible
under the KBCA for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense shall
be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or
its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant
is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the KBCA, nor an
actual determination by the Corporation (including its Board of
Directors, independent legal counsel or its shareholders) that
the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
C. Non-Exclusivity of Rights. The right to
indemnification and the payment of expenses incurred in defending
a proceeding in advance of its final disposition conferred in
this Article IX shall not be exclusive of any right that any
person may have or hereafter acquire under any statute, provision
of the Articles of Incorporation, Bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise.
D. Insurance. The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such
expense, liability or loss under the KBCA.
Generally, under KRS 271B.8-500 et seq., a corporation may
indemnify an individual made a party to a proceeding because he
is or was a director against liability incurred in the proceeding
if (a) he conducted himself in good faith, and (b) he reasonably
believed: in the case of conduct in his official capacity with
the corporation, that his conduct was in its best interests; and
in all other cases, that his conduct was at least not opposed to
its best interests; and (c) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was
unlawful.
A corporation may not indemnify a director: (a) in
connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or (b) in connection with any other proceeding
charging improper personal benefit to him, whether or not
involving action in his official capacity, in which he was
adjudged liable on the basis that personal benefit was improperly
received by him.
Indemnification permitted in connection with a proceeding by
or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
<PAGE>
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(a) Exhibits
Exhibit
Number Exhibit
4.1 Articles of Incorporation of the Registrant
incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-4
(File No. 33-96358).
4.2 Bylaws of the Registrant incorporated by reference
to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4 (File No. 33-96358).
5.1 Opinion of Brown, Todd & Heyburn PLLC.
23.1 Consent of Brown, Todd & Heyburn PLLC (contained in Exhibit 5.1)
23.2 Consent of Crowe, Chizek and Company LLP.
24 Power of Attorney (included on Signature Page).
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:
(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.
(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.
<PAGE>
(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 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) of 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that it 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.
(h) 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 liability
(other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the
registrant 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.
<PAGE>
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, thereunder duly authorized, in
the City of Paris, Commonwealth of Kentucky, on this 14th day of
December, 1999.
BOURBON BANCSHARES, INC.
By: _/s/Buckner Woodford__________
Buckner Woodford
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Buckner
Woodford and James L. Ferrell, M.D., and each of them, as his
true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to said
Registration Statement, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
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 in and about the premises, as
fully and 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, or any of them, or their substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
Signature Title Date
__/s/ Buckner Woodford___ President, Chief December 14, 1999
Buckner Woodford Executive Officer,
and Director
Vice President,
__/s/ Gregory J. Dawson__ Chief Financial December 14, 1999
Gregory J. Dawson Officer (Principal
Financial and
Accounting Officer)
__/s/ James L. Ferrell___ Chairman of the December 14, 1999
James L. Ferrell, M.D. Board, Director
<PAGE>
__/s/ William R. Stamler_ Director December 14, 1999
William R. Stamler
__/s/ Henry Hinkle_______ Director December 14, 1999
Henry Hinkle
__/s/ Robert G. Thompson_ Director December 14, 1999
Robert G. Thompson
__/s/ Theodore Kuster____ Director December 14, 1999
Theodore Kuster
__/s/ William M. Arvin___ Director December 14, 1999
William M. Arvin
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
4.1 Articles of Incorporation of the Registrant
incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-4
(File No. 33-96358).
4.2 Bylaws of the Registrant incorporated by reference
to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4 (File No. 33-96358).
5.1 Opinion of Brown, Todd & Heyburn PLLC.
23.1 Consent of Brown, Todd & Heyburn PLLC (contained in Exhibit 5.1)
23.2 Consent of Crowe, Chizek and Company LLP.
24 Power of Attorney (included on Signature Page).
December 14, 1999
Bourbon Bancshares, Inc.
P.O. Box 157
Paris, Kentucky 40362-0157
Re: Registration Statement on Form S-8
Board of Directors:
We have acted as counsel to Bourbon Bancshares, Inc.
(the "Company") in connection with the registration of
264,340 common shares (the "Common Shares") of the Company
covered by the Registration Statement on Form S-8 filed by
the Company pursuant to the Securities Act of 1993, as
amended (the "Act"), to which this opinion is an exhibit,
which Common Shares may be issued pursuant to the following:
(a) 1985 Incentive Stock Option Plan, (b) 1993 Employee
Stock Ownership Incentive Plan, (c) 1993 Non-Employee
Directors Stock Ownership Incentive Plan, (d) 1999 Employee
Stock Option Plan and (e) the Employee Gift Program.
As such counsel, we have examined originals, or copies
certified to our satisfaction, of the foregoing plans, the
Company's Articles of Incorporation and Bylaws, such
agreements, documents, certificates and other statements of
government officials and corporate officers and
representatives, and other papers as we have deemed relevant
and necessary as a basis for our opinion. In such
examination we have assumed the genuineness of all documents
submitted to us as originals and the conformity with the
original document of documents submitted to us as copies.
In addition, as to matters of fact only, we have relied to
the extent we deemed such reliance proper, upon certificates
and other written statements of public officials and
corporate officers of the Company.
Based upon and subject to the foregoing, we are of the
opinion that the Common Shares have been duly and validly
authorized for issuance in accordance with the terms of the
foregoing plans, and when the Common Shares are issued,
delivered and paid for, in accordance with the terms of the
foregoing plans, they will be duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the above-mentioned Registration Statement.
Very truly yours,
BROWN, TODD & HEYBURN PLLC
/s/ James A. Giesel
James A. Giesel, Member
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Form S-
8 Registration Statement of Bourbon Bancshares, Inc., of our
report dated January 15, 1999 on the consolidated financial
statements of Bourbon Bancshares, Inc. as of December 31, 1998
and 1997 and for each of the three years in the period ended
December 31, 1998 as included in the registrant's annual report
on Form 10-K.
/s/Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Lexington, Kentucky
December 14, 1999
