<PAGE>
As filed with the Securities and Exchange Commission on August 1, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
CLASSIC BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware 61-1289391
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
344 Seventeenth Street, Ashland, Kentucky 41101
(Address of principal executive offices) (Zip Code)
CLASSIC BANCSHARES, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
Jane K. Storero, P.C.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
Suite 700 East
1100 New York Avenue, N.W.
Washington, DC 20005-3934
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price offering registration
registered registered(1) per share price fee
- ------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Common Stock,
par value
$.01 per share 132,500 shares $10.8125(2) $1,432,657(2) $495(2)
==============================================================================--------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of
certain events specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee, 112,412 shares are being registered
based upon an exercise price of $10.8125 per share ($1,215,455 in the
aggregate) and the remaining 20,088 shares are being registered based
upon the average of the bid and asked prices of the common stock on the
Nasdaq Stock Market of $10.8125 per share on July 29, 1996 ($217,202 in
the aggregate).
<PAGE>
<PAGE> I-1
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Classic Bancshares, Inc. 1996
Stock Option and Incentive Plan (the "Plan") as specified 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.
<PAGE>
<PAGE> II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by Classic
Bancshares, Inc. (the "Company") with the Commission are hereby incorporated
by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for fiscal year ended March 31,
1996 (File No. 0-27170) filed pursuant to Rule 13a-1 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) all other reports filed by the Company pursuant to Section 12 or 15(d)
of the Exchange Act since the end of the period covered by the Report
referred to above;
(c) the Company's definitive Proxy Statement for its Annual Meeting of
Stockholders held on July 29, 1996; 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
(File No. 0-27170) filed with the Commission on November 7, 1995 and all
amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company with the Commission
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 hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
by reference into this Registration Statement and to be a part 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 Lynette F. Speaks, Secretary, 344 Seventeenth Street, Ashland,
Kentucky 41101, telephone number (606) 325-4789.
<PAGE>
<PAGE> II-2
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.
Article ELEVENTH of the Company's Certificate of Incorporation provides
for indemnification of directors and officers of the Registrant against any
and all liabilities, judgments, fines and reasonable settlements, costs,
expenses and attorneys' fees incurred in any actual, threatened or potential
proceeding, except to the extent that such indemnification is limited
by Delaware law and such law cannot be varied by contract or bylaw. Article
ELEVENTH also provides for the authority to purchase insurance with respect
thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified
against expenses actually and reasonably incurred in defense of a proceeding
by or on behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a
proceeding by or in the right of such other corporation or enterprise.
Indemnification is permitted where such person (i) was acting in good faith,
(ii) was acting in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation or other corporation or enterprise, as
appropriate, (iii) with respect to a criminal proceeding, had no reasonable
cause to believe his conduct was unlawful, and (iv) was not adjudged to be
liable to the corporation or other corporation or enterprise (unless the court
where the proceeding was brought determines that such person is fairly and
reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person
being indemnified has met the requisite standard of conduct. Such
determination may be made (i) by the corporation's board of directors by a
majority vote of a quorum consisting of directors not at the time parties to
such proceeding; or (ii) if such a quorum cannot be obtained or the quorum so
directs, then by independent legal counsel in a written opinion; or (iii) by
the stockholders.
<PAGE>
<PAGE> II-3
Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that
he is not entitled to be indemnified by the corporation against such
expenses.
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.
--------
Reference to
Prior Filing or
Regulation S-K Exhibit Number
Exhibit Number Document Attached Hereto
- ------------------------------------------------------------------------------
4 Instruments defining the rights of
security holders, including debentures:
Certificate of Incorporation of Classic
Bancshares, Inc. *
Bylaws of Classic Bancshares, Inc. **
Classic Bancshares, Inc. 1996 Stock Option
and Incentive Plan 4
5 Opinion of Silver, Freedman & Taff, L.L.P. 5
23 Consents of Experts and Counsel:
Consent of Silver, Freedman & Taff, L.L.P. 23.1
Consent of Smith, Goolsby, Artis & Reams,
P.S.C. 23.2
Consent of Griffith, Delaney, Hillman
& Company 23.3
24 Power of Attorney Contained on
Signature Page
- ---------------------------
* Incorporated hereby by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Registration No. 33-97574 filed on
September 29, 1995).
** Incorporated hereby by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (Registration No. 33-97574 filed on
September 29, 1995).
<PAGE>
<PAGE> II-4
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
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.
(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.
<PAGE>
<PAGE> II-5
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 the requirements for filing on Form S-8 and the Registrant has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Ashland, Commonwealth of Kentucky on
July 29, 1996.
CLASSIC BANCSHARES, INC.
By: /s/David B. Barbour
-----------------------------------------
David B. Barbour, President and Chief Executive
Officer (Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David B. Barbour or Lisah M. Frazier, his or
her true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him or her in his or her name, place and
stead, 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 all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming said attorney-in-fact and agent 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.
/s/ C. Cyrus Reynolds /s/ David B. Barbour
- ------------------------------------- -------------------------------------
C. Cyrus Reynolds, Chairman of the David B. Barbour, President and Chief
Board Executive Officer (Principal
Executive and Operating Officer)
Date: July 29, 1996 Date: July 29, 1996
------------------------------ ------------------------------
/s/ Robert L. Goodpaster /s/ John W. Clark
- ------------------------------------- -------------------------------------
Robert L. Goodpaster, Director John W. Clark, Director
Date: July 29, 1996 Date: July 29, 1996
------------------------------ ------------------------------
<PAGE>
<PAGE> II-6
/s/ Robert B. Keifer, Jr. /s/ Lisah M. Frazier
- ------------------------------------- -------------------------------------
Robert B. Keifer, Jr., Director Lisah M. Frazier, Vice President,
Treasurer and Chief Financial Officer
(Principal Financial and Accounting
Officer)
Date: July 29, 1996 Date: July 29, 1996
------------------------------ ------------------------------
/s/David A. Lang /s/ E. B. Gevedon, Jr.
- ------------------------------------- -------------------------------------
David A. Lang, Director E. B. Gevedon, Jr., Director
/s/Robert A. Moyer, Jr.
- -------------------------------------
Robert A. Moyer, Jr., Director
Date: July 29, 1996
------------------------------
/s/C. Cyrus Reynolds
C. Cyrus Reynolds, Chairman of the Board
Date: July 29, 1996
------------------------------
<PAGE>
<PAGE> II-7
EXHIBIT INDEX
Reference to
Prior Filing or
Regulation S-K Exhibit Number
Exhibit Number Document Attached Hereto
- ------------------------------------------------------------------------------
4 Instruments defining the rights of
security holders, including debentures:
Certificate of Incorporation of Classic
Bancshares, Inc. *
Bylaws of Classic Bancshares, Inc. **
Classic Bancshares, Inc. 1996 Stock Option
and Incentive Plan 4
5 Opinion of Silver, Freedman & Taff, L.L.P. 5
23 Consents of Experts and Counsel:
Consent of Silver, Freedman & Taff, L.L.P. 23.1
Consent of Smith, Goolsby, Artis & Reams,
P.S.C. 23.2
Consent of Griffith, Delaney, Hillman
& Company 23.3
24 Power of Attorney Contained on
Signature Page
- ---------------------------
* Incorporated hereby by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Registration No. 33-97574 filed on
September 29, 1995).
** Incorporated hereby by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (Registration No. 33-97574 filed on
September 29, 1995).
</TABLE>
<PAGE>
CLASSIC BANCSHARES, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, advisory directors, directors emeriti,
officers and employees of the Corporation and its Affiliates. It is intended
that designated Options granted pursuant to the provisions of this Plan
to persons employed by the Corporation or its Affiliates will qualify as
Incentive Stock Options. Options granted to persons who are not employees
will be Non-Qualified Stock Options.
2. Definitions. The following definitions are applicable to the Plan:
"Affiliate" - means any "parent corporation" or "subsidiary corporation" of
the Corporation, as such terms are defined in Section 424(e) and (f),
respectively, of the Code.
"Bank" - means Ashland Federal Savings Bank and any successor entity.
"Award" - means the grant of an Incentive Stock Option, a Non-Qualified
Stock Option, a Stock Appreciation Right, a Limited Stock Appreciation Right
or any combination thereof, as provided in the Plan.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee referred to in Section 3 hereof.
"Continuous Service" - means the absence of any interruption or termination
of service as a director, advisory director, director emeritus, officer or
employee of the Corporation or an Affiliate, except that when used with
respect to any Options or Rights which at the time of exercise are intended to
be Incentive Stock Options, continuous service means the absence of any
interruption or termination of service as an employee of the Corporation or an
Affiliate. Service shall not be considered interrupted in the case of sick
leave, military leave or any other leave of absence approved by the
Corporation or in the case of transfers between payroll locations of
the Corporation or between the Corporation, its parent, its subsidiaries or
its successor. With respect to any advisory director or director emeritus,
continuous service shall mean availability to perform such functions as may be
required of such persons.
"Corporation" - means Classic Bancshares, Inc., a Delaware corporation.
"Disinterested Person" - means any member of the Board of Directors of the
Corporation who (A) is an outside director as defined under Section 162 (m) of
the Code and the regulations thereunder and (B) a person who within the prior
year has not been, and is not being, granted any awards related to the Shares
under this Plan or any other plan of the Corporation or any of its Affiliates
except for awards which (i) are calculated in accordance with a formula as
contemplated in paragraph (c)(2)(ii) of Rule 16b-3 ("Rule 16b-3") under the
Securities Exchange Act of 1934; (ii) result from participation in an ongoing
securities acquisition plan meeting the conditions of paragraph (d)(2) of Rule
16b-3; or (iii) arise from an election by a director to receive all or part of
his board fees in securities. No recipient of a stock award granted pursuant
to Section 19 hereof shall be deemed not to be a Disinterested Person solely
by reason of such grant.
"Employee" - means any person, including an officer or director, who is
employed by the Corporation or any Affiliate.
"ERISA" - means the Employee Retirement Income Security Act of 1974, as
amended.
"Exercise Price" - means (i) in the case of an Option, the price per Share
at which the Shares subject to such Option may be purchased upon exercise of
such Option and (ii) in the case of a Right, the price per Share (other than
the Market Value per Share on the date of exercise and the Offer Price per
Share as defined in Section 10
<PAGE>
hereof) which, upon grant, the Committee determines shall be utilized in
calculating the aggregate value which a Participant shall be entitled to
receive pursuant to Sections 9, 10 or 12 hereof upon exercise of such Right.
"Incentive Stock Option" - means an option to purchase Shares granted by
the Committee pursuant to Section 6 hereof which is subject to the limitations
and restrictions of Section 8 hereof and is intended to qualify under Section
422(b) of the Code.
"Limited Stock Appreciation Right" - means a stock appreciation right with
respect to Shares granted by the Committee pursuant to Sections 6 and 10
hereof.
"Market Value" - means the average of the high and low quoted sales price
on the date in question (or, if there is no reported sale on such date, on the
last preceding date on which any reported sale occurred) of a Share on the
Composite Tape for the New York Stock Exchange-Listed Stocks, or, if on such
date the Shares are not quoted on the Composite Tape, on the New York Stock
Exchange, or, if the Shares are not listed or admitted to trading on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which the Shares are listed or admitted
to trading, or, if the Shares are not listed or admitted to trading on any
such exchange, the mean between the closing high bid and low asked quotations
with respect to a Share on such date on the NASDAQ System, or any similar
system then in use, or, if no such quotations are available, the fair market
value on such date of a Share as the Committee shall determine.
"Non-Qualified Stock Option" - means an option to purchase Shares granted
by the Committee pursuant to Section 6 hereof which is not intended to qualify
under Section 422(b) of the Code.
"Option" - means an Incentive Stock Option or a Non-Qualified Stock Option.
"Participant" - means any director, advisory director, director emeritus,
officer or employee of the Corporation or any Affiliate who is selected by the
Committee to receive an Award or who is granted an Award pursuant to Section
19 hereof.
"Plan" - means the 1996 Stock Option and Incentive Plan of the Corporation.
"Related" - means (i) in the case of a Right, a Right which is granted in
connection with, and to the extent exercisable, in whole or in part, in lieu
of, an Option or another Right and (ii) in the case of an Option, an Option
with respect to which and to the extent a Right is exercisable, in whole or in
part, in lieu thereof has been granted.
"Right" - means a Limited Stock Appreciation Right or a Stock Appreciation
Right.
"Shares" - means the shares of common stock of the Corporation.
"Senior Officer" - means the Corporation's president, principal financial
officer, principal accounting officer (or if there is no such accounting
officer, the controller), any vice president of the Corporation in charge of a
principal business unit, division or function (such as sales, administration
or finance), any other officer who performs a policy-making function, or any
other person who performs similar policy-making functions for the Corporation.
Officers of the Corporation's Affiliates shall be deemed Senior Officers of
the Corporation if they perform such policy-making functions for the
Corporation.
"Stock Appreciation Right" - means a stock appreciation right with respect
to Shares granted by the Committee pursuant to Sections 6 and 9 hereof.
"Ten Percent Beneficial Owner" - means the beneficial owner of more than
ten percent of any class of the Corporation's equity securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934.
3. Administration. The Plan shall be administered by a Committee
consisting of two or more members, each of whom shall be a Disinterested
Person. The members of the Committee shall be appointed by the Board of
<PAGE>
<PAGE>
Directors of the Corporation. Except as limited by the express provisions of
the Plan, the Committee shall have sole and complete authority and discretion,
subject to Office of Thrift Supervision Regulations, to (i) select
Participants and grant Awards; (ii) determine the number of Shares to be
subject to types of Awards generally, as well as to individual Awards granted
under the Plan; (iii) determine the terms and conditions upon which Awards
shall be granted under the Plan; (iv) prescribe the form and terms of
instruments evidencing such grants; and (v) establish from time to time
regulations for the administration of the Plan, interpret the Plan, and
make all determinations deemed necessary or advisable for the administration
of the Plan.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present,
or acts approved in writing by a majority of the Committee without a meeting,
shall be acts of the Committee.
4. Participation in Committee Awards. The Committee may select from time
to time Participants in the Plan from those directors (including advisory
directors and directors emeriti), officers and employees (other than
Disinterested Persons), of the Corporation or its Affiliates who, in the
opinion of the Committee, have the capacity for contributing to the successful
performance of the Corporation or its Affiliates.
5. Shares Subject to Plan. Subject to adjustment by the operation of
Section 11 hereof, the maximum number of Shares with respect to which Awards
may be made under the Plan is 10% of the total Shares issued in the Bank's
conversion to the capital stock form. The Shares with respect to which Awards
may be made under the Plan may be either authorized and unissued shares or
issued shares heretofore or hereafter reacquired and held as treasury shares.
Shares which are subject to Related Rights and Related Options shall be
counted only once in determining whether the maximum number of Shares with
respect to which Awards may be granted under the Plan has been exceeded. An
Award shall not be considered to have been made under the Plan with respect to
any Option or Right which terminates and new Awards may be granted under the
Plan with respect to the number of Shares as to which such termination has
occurred. Any Award made pursuant to this Plan, which Award is subject to the
requirements of Office of Thrift Supervision Regulations, shall vest in five
equal annual installments with the first installment vesting on the one-year
anniversary of the date of grant, except in the event of death or disability.
As required by Office of Thrift Supervision Regulations, each non-employee
director of the Corporation may not be granted Awards with respect to more
than 5% of the total shares subject to the Plan and all non-employee directors
of the Corporation, in the aggregate, may not be granted Awards with respect
to more than 30% of the total shares subject to the Plan.
In the event Office of Thrift Supervision Regulations are amended (the
"Amended Regulations") to permit shorter vesting periods, any Award made
pursuant to this Plan, which Award is subject to the requirements of such
Amended Regulations, may vest, at the sole discretion of the Committee, in
accordance with such Amended Regulations.
6. General Terms and Conditions of Options and Rights. The Committee
shall have full and complete authority and discretion, subject to Office of
Thrift Supervision Regulations and except as expressly limited by the Plan, to
grant Options and/or Rights and to provide the terms and conditions (which
need not be identical among Participants) thereof. In particular, the
Committee shall prescribe the following terms and conditions: (i) the
Exercise Price of any Option or Right, which shall not be less than the Market
Value per Share at the date of grant of such Option or Right, (ii) the number
of Shares subject to, and the expiration date of, any Option or Right, which
expiration date shall not exceed ten years from the date of grant, (iii)
the manner, time and rate (cumulative or otherwise) of exercise of such Option
or Right, and (iv) the restrictions, if any, to be placed upon such Option or
Right or upon Shares which may be issued upon exercise of such Option or
Right. The Committee may, as a condition of granting any Option or Right,
require that a Participant agree not to thereafter exercise one or more
Options or Rights previously granted to such Participant. Notwithstanding the
foregoing and subject to compliance with applicable Office of Thrift
Supervision Regulations, no individual shall be granted Awards in any calendar
year with respect to more than 25% of the total shares subject to the Plan in
any calendar year or during the entire term of the Plan.
<PAGE>
Furthermore, at the time of any Award, the Participant shall enter into an
agreement with the Corporation in a form specified by the Committee, agreeing
to the terms and conditions of the Award and such other matters as the
Committee, in its sole discretion, shall determine (the "Option Agreement").
7. Exercise of Options or Rights.
(a) Except as provided herein, an Option or Right granted under the Plan
shall be exercisable during the lifetime of the Participant to whom such
Option or Right was granted only by such Participant and, except as
provided in paragraphs (c) and (d) of this Section 7, no such Option or
Right may be exercised unless at the time such Participant exercises
such Option or Right, such Participant has maintained Continuous Service
since the date of grant of such Option or Right. Cash settlements of
Rights may be made only in accordance with any applicable restrictions
pursuant to Rule 16b-3(e) under the Securities Exchange Act of 1934 or
any similar or successor provision.
(b) To exercise an Option or Right under the Plan, the Participant to
whom such Option or Right was granted shall give written notice to the
Corporation in form satisfactory to the Committee (and, if partial
exercises have been permitted by the Committee, by specifying
the number of Shares with respect to which such Participant elects to
exercise such Option or Right) together with full payment of the
Exercise Price, if any and to the extent required. The date of exercise
shall be the date on which such notice is received by the Corporation.
Payment, if any is required, shall be made either (i) in cash (including
check, bank draft or money order) or (ii) if permitted by the Committee,
by delivering (A) Shares already owned by the Participant and having a
fair market value equal to the applicable exercise price, such
fair market value to be determined in such appropriate manner as may be
provided by the Committee or as may be required in order to comply with
or to conform to requirements of any applicable laws or regulations, or
(B) a combination of cash and such Shares.
(c) If a Participant to whom an Option or Right was granted shall cease to
maintain Continuous Service for any reason (excluding death, disability
and termination of employment by the Corporation or any Affiliate for
cause), such Participant may, but only within the period of three months
immediately succeeding such cessation of Continuous Service and in no
event after the expiration date of such Option or Right, exercise such
Option or Right to the extent that such Participant was entitled to
exercise such Option or Right at the date of such cessation, provided,
however, that such right of exercise after cessation of Continuous
Service shall not be available to a Participant if the Committee
otherwise determines and so provides in the applicable instrument or
instruments evidencing the grant of such Option or Right. If a
Participant to whom an Option or Right was granted shall cease to
maintain Continuous Service by reason of death or disability then,
unless the Committee shall have otherwise provided in the instrument
evidencing the grant of an Option or Right, all Options and Rights
granted and not fully exercisable shall become exercisable in full upon
the happening of such event and shall remain so exercisable (i) in the
event of death for the period described in paragraph (d) of this Section
7 and (ii) in the event of disability for a period of three months
following such date. If the Continuous Service of a Participant to whom
an Option or Right was granted by the Corporation is terminated for
cause, all rights under any Option or Right of such Participant shall
expire immediately upon the effective date of such termination.
(d) In the event of the death of a Participant while in the Continuous
Service of the Corporation or an Affiliate or within the three-month
period referred to in paragraph (c) of this Section 7, the person to
whom any Option or Right held by the Participant at the time of his
death is transferred by will or the laws of descent and distribution, or
in the case of an Award other than an Incentive Stock Option, pursuant
to a qualified domestic relations order, as defined in the Code or Title
1 of ERISA or the rules thereunder may, but only to the extent such
Participant was entitled to exercise such Option or Right upon his death
as provided in paragraph (c) above, exercise such Option or Right at any
time within a period of one year succeeding the date of death of such
Participant, but in no event later than ten years from the date of grant
of such Option or Right. Following the death of any Participant to whom
an Option was granted under the Plan, irrespective of whether any
Related Right shall have theretofore been granted to the Participant or
whether the person entitled to exercise such Related Right desires to do
so, the Committee may, as an alternative means of settlement of such
Option, elect to pay to the person to whom such Option is transferred
by will or by the laws of descent and
<PAGE>
distribution, or in the case of an Option other than an Incentive Stock
Option, pursuant to a qualified domestic relations order, as defined in
the Code or Title I of ERISA or the rules thereunder, the amount by
which the Market Value per Share on the date of exercise of such
Option shall exceed the Exercise Price of such Option, multiplied by the
number of Shares with respect to which such Option is properly
exercised. Any such settlement of an Option shall be considered an
exercise of such Option for all purposes of the Plan.
(e) Notwithstanding the provisions of subparagraphs (c) and (d) above, the
Committee may, in its sole discretion, establish different terms and
conditions pertaining to the effect of termination to the extent
permitted by applicable federal and state law.
8. Incentive Stock Options. Incentive Stock Options may be granted only
to Participants who are Employees. Any provision of the Plan to the contrary
notwithstanding, (i) no Incentive Stock Option shall be granted more than ten
years from the date the Plan is adopted by the Board of Directors of the
Corporation and no Incentive Stock Option shall be exercisable more than ten
years from the date such Incentive Stock Option is granted, (ii) the Exercise
Price of any Incentive Stock Option shall not be less than the Market Value
per Share on the date such Incentive Stock Option is granted, (iii) any
Incentive Stock Option shall not be transferable by the Participant to whom
such Incentive Stock Option is granted other than by will or the laws
of descent and distribution, and shall be exercisable during such
Participant's lifetime only by such Participant, (iv) no Incentive Stock
Option shall be granted to any individual who, at the time such Incentive
Stock Option is granted, owns stock possessing more than ten percent of the
total combined voting power of all classes of stock of the Corporation or any
Affiliate unless the Exercise Price of such Incentive Stock Option is at least
110 percent of the Market Value per Share at the date of grant and such
Incentive Stock Option is not exercisable after the expiration of five years
from the date such Incentive Stock Option is granted, and (v) the aggregate
Market Value (determined as of the time any Incentive Stock Option is granted)
of the Shares with respect to which Incentive Stock Options are exercisable
for the first time by a Participant in any calendar year shall not exceed
$100,000.
9. Stock Appreciation Rights. A Stock Appreciation Right shall, upon its
exercise, entitle the Participant to whom such Stock Appreciation Right was
granted to receive a number of Shares or cash or combination thereof, as the
Committee in its discretion shall determine, the aggregate value of which
(i.e., the sum of the amount of cash and/or Market Value of such Shares on
date of exercise) shall equal (as nearly as possible, it being understood that
the Corporation shall not issue any fractional shares) the amount by which the
Market Value per Share on the date of such exercise shall exceed the Exercise
Price of such Stock Appreciation Right, multiplied by the number of Shares
with respect of which such Stock Appreciation Right
shall have been exercised. A Stock Appreciation Right may be Related to an
Option or may be granted independently of any Option as the Committee shall
from time to time in each case determine. At the time of grant of an Option
the Committee shall determine whether and to what extent a Related Stock
Appreciation Right shall be granted with respect thereto, provided,
however, and notwithstanding any other provision of the Plan, that if the
Related Option is an Incentive Stock Option, the Related Stock Appreciation
Right shall satisfy all the restrictions and limitations of Section 8 hereof
as if such Related Stock Appreciation Right were an Incentive Stock Option and
as if other rights which are Related to Incentive Stock Options were Incentive
Stock Options. In the case of a Related Option, such Related Option shall
cease to be exercisable to the extent of the Shares with respect to which the
Related Stock Appreciation Right was exercised. Upon the exercise or
termination of a Related Option, any Related Stock Appreciation Right shall
terminate to the extent of the Shares with respect to which the Related Option
was exercised or terminated.
10. Limited Stock Appreciation Rights. At the time of grant of an Option
or Stock Appreciation Right to any Participant, the Committee shall have full
and complete authority and discretion to also grant to such Participant a
Limited Stock Appreciation Right which is Related to such Option or Stock
Appreciation Right, provided, however and notwithstanding any other provision
of the Plan, that if the Related Option is an Incentive Stock Option, the
Related Limited Stock Appreciation Right shall satisfy all the restrictions
and limitations of Section 8 hereof as if such Related Limited Stock
Appreciation Right were an Incentive Stock Option and as if all other Rights
which are Related to Incentive Stock Options were Incentive Stock Options.
Subject to vesting requirements contained in 12 C.F.R. Section 563b.3(g)(4)
or any successor regulation, a Limited Stock Appreciation Right shall be
exercisable only during the period beginning on the first day following the
date of expiration of any "offer" (as such term is hereinafter defined) and
ending on the forty-fifth day following such date.
<PAGE>
<PAGE>
A Limited Stock Appreciation Right shall, upon its exercise, entitle the
Participant to whom such Limited Stock Appreciation Right was granted to
receive an amount of cash equal to the amount by which the "Offer Price per
Share" (as such term is hereinafter defined) or the Market
Value on the date of such exercise, as shall have been provided by the
Committee in its discretion at the time of grant, shall exceed the Exercise
Price of such Limited Stock Appreciation Right, multiplied by the number of
Shares with respect to which such Limited Stock Appreciation Right shall have
been exercised. Upon the exercise of a Limited Stock Appreciation Right, any
Related Option and/or Related Stock Appreciation Right shall cease to be
exercisable to the extent of the Shares with respect to which such Limited
Stock Appreciation Right was exercised. Upon the exercise or termination of a
Related Option or Related Stock Appreciation Right, any Related Limited Stock
Appreciation Right shall terminate to the extent of the Shares with respect to
which such Related Option or Related Stock Appreciation Right was exercised or
terminated.
For the purposes of this Section 10, the term "Offer" shall mean any tender
offer or exchange offer for Shares other than one made by the Corporation,
provided that the corporation, person or other entity making the offer
acquires pursuant to such offer either (i) 25% of the Shares outstanding
immediately prior to the commencement of such offer or (ii) a number of Shares
which, together with all other Shares acquired in any tender offer or exchange
offer (other than one made by the Corporation) which expired within sixty days
of the expiration date of the offer in question, equals 25% of the Shares
outstanding immediately prior to the commencement of the offer in question.
The term "Offer Price per Share" as used in this Section 10 shall mean the
highest price per Share paid in any Offer which Offer is in effect any
time during the period beginning on the sixtieth day prior to the date on
which a Limited Stock Appreciation Right is exercised and ending on the date
on which such Limited Stock Appreciation Right is exercised. Any securities
or property which are part or all of the consideration paid for Shares in the
Offer shall be valued in determining the Offer Price per Share at the higher
of (A) the valuation placed on such securities or property by the corporation,
person or other entity making such Offer or (B) the valuation placed on such
securities or property by the Committee.
11. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan
by reason of any reorganization, recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation or any
change in the corporate structure or Shares of the Corporation, the
maximum aggregate number and class of shares as to which Awards may be granted
under the Plan and the number, class and exercise price of shares with respect
to which Awards theretofore have been granted under the Plan shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive.
12. Effect of Merger. In the event of any merger, consolidation or
combination of the Corporation (other than a merger, consolidation or
combination in which the Corporation is the continuing entity and which does
not result in the outstanding Shares being converted into or exchanged for
different securities, cash or other property, or any combination thereof)
pursuant to a plan or agreement the terms of which are binding upon all
stockholders of the Corporation (except to the extent that dissenting
stockholders may be entitled, under statutory provisions or provisions
contained in the certificate or articles of incorporation, to receive the
appraised or fair value of their holdings), any Participant to whom an Option
or Right has been granted at least six months prior to such event shall have
the right (subject to the provisions of the Plan and any limitation or vesting
period applicable to such Option or Right), thereafter and during the term
of each such Option or Right, to receive upon exercise of any such Option or
Right an amount equal to the excess of the fair market value on the date of
such exercise of the securities, cash or other property, or combination
thereof, receivable upon such merger, consolidation or combination in respect
of a Share over the Exercise Price of such Right or Option, multiplied
by the number of Shares with respect to which such Option or Right shall have
been exercised. Such amount may be payable fully in cash, fully in one or
more of the kind or kinds of property payable in such merger, consolidation or
combination, or partly in cash and partly in one or more of such kind or kinds
of property, all in the discretion of the Committee.
13. Assignments and Transfers. No Award nor any right or interest of a
Participant under the Plan in any instrument evidencing any Award under the
Plan may be assigned, encumbered or transferred except, in the event of the
death of a Participant, by will or the laws of descent and distribution or in
the case of Awards other than
<PAGE>
Incentive Stock Options pursuant to a qualified domestic relations order, as
defined in the Code or Title I of ERISA or the rules thereunder.
14. Employee Rights Under the Plan. No director, officer or employee
shall have a right to be selected as a Participant nor, having been so
selected, to be selected again as a Participant and no director, officer,
employee or other person shall have any claim or right to be granted
an Award under the Plan or under any other incentive or similar plan of the
Corporation or any Affiliate. Neither the Plan nor any action taken
thereunder shall be construed as giving any employee any right to be retained
in the employ of the Corporation or any Affiliate.
15. Delivery and Registration of Stock. The Corporation's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests,
be conditioned upon the receipt of a representation as to the investment
intention of the Participant to whom such Shares are to be delivered, in such
form as the Committee shall determine to be necessary or advisable to comply
with the provisions of the Securities Act of 1933 or any other Federal, state
or local securities legislation or regulation. It may be provided that any
representation requirement shall become inoperative upon a registration of the
Shares or other action eliminating the necessity of such representation under
such Securities Act or other securities legislation. The Corporation
shall not be required to deliver any Shares under the Plan prior to (i) the
admission of such shares to listing on any stock exchange or other system on
which Shares may then be listed, and (ii) the completion of such registration
or other qualification of such Shares under any state or Federal law, rule or
regulation, as the Committee shall determine to be necessary or advisable.
This Plan is intended to comply with Rule 16b-3 under the Securities
Exchange Act of 1934. Any provision of the Plan which is inconsistent with
said Rule shall, to the extent of such inconsistency, be inoperative and shall
not affect the validity of the remaining provisions of the Plan.
16. Withholding Tax. The Corporation shall have the right to deduct from
all amounts paid in cash with respect to the exercise of a Right under the
Plan any taxes required by law to be withheld with respect to such cash
payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option or Right pursuant to the Plan, the
Corporation shall have the right to require the Participant or such other
person to pay the Corporation the amount of any taxes which the Corporation is
required to withhold with respect to such Shares, and may, in its sole
discretion, withhold sufficient Shares to cover the amount of taxes which the
Corporation is required to withhold.
17. Amendment or Termination. The Board of Directors of the Corporation
may amend, suspend or terminate the Plan or any portion thereof at any time,
subject to Office of Thrift Supervision Regulations, but (except as provided
in Section 11 hereof) no amendment shall be made without approval of the
stockholders of the Corporation which shall (i) increase the aggregate number
of Shares with respect to which Awards may be made under the Plan, (ii)
materially increase the benefits accruing to Participants, (iii) materially
change the requirements as to eligibility for participation in the Plan or
(iv) change the class of persons eligible to participate in the Plan;
provided, however, that no such amendment, suspension or termination
shall impair the rights of any Participant, without his consent, in any Award
theretofore made pursuant to the Plan.
18. Effective Date and Term of Plan. The Plan shall become effective upon
its ratification by stockholders of the Corporation. It shall continue in
effect for a term of ten years unless sooner terminated under Section 17
hereof.
19. Initial Grant. By, and simultaneously with, the ratification of this
Plan by the stockholders of the Corporation, each member of the Board of
Directors of the Corporation at the time of stockholder ratification of this
Plan who is not a full-time Employee, is hereby granted a ten-year,
Non-Qualified Stock Option to purchase .43% of the shares sold in the
Conversion at an Exercise Price per share equal to the Market Value per share
of the Shares on the date of grant. In addition, subject to availability,
each director of the Corporation elected subsequent to the date of stockholder
ratification of the Plan who is not a full-time employee is hereby granted as
of the date he or she is elected and qualified a ten-year, Non-Qualified Stock
Option to purchase .43% of the shares sold in the Conversion at an Exercise
Price equal to the Market Value per share of the Shares on the date of grant.
Each such Option shall be evidenced by a Non-Qualified Stock Option Agreement
in a form approved by the Board
<PAGE>
of Directors and shall be subject in all respects to the terms and conditions
of this Plan, which are controlling. All Options granted pursuant to this
section shall vest in five equal annual installments with the first
installment vesting on the first anniversary of the date of grant, subject
to the Director maintaining Continuous Service with the Corporation or its
Affiliates since the date of grant. All Options granted pursuant to this
Section 19 shall be rounded down to the nearest whole share to the extent
necessary to ensure that no Options to purchase stock representing fractional
shares are granted.
20. Notwithstanding anything else in this Plan to the contrary, to the
extent that the Plan provides for formula awards, as defined in Rule
16b-3(c)(2)(ii) under the Securities Exchange Act of 1934, such provisions may
not be amended more than once every six months, other than to comport with
changes in the Code, ERISA or the rules thereunder.
<PAGE>
July 31, 1996
Board of Directors
Classic Bancshares, Inc.
344 Seventeenth Street
Ashland, KY 41101-7628
Members of the Board:
We have acted as counsel to Classic Bancshares, Inc. (the "Corporation") 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 (the "Registration Statement") relating to 132,500 shares of the
Corporation's Common Stock, par value $.01 per share (the "Common Stock"), to
be offered pursuant to the 1996 Stock Option and Incentive Plan of the
Corporation (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan and agreements thereto,
the Corporation's Certificate of Incorporation, Bylaws, resolutions of its
Board of Directors and such other documents and corporate records as we deem
appropriate for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly
authorized.
2. The shares of Common Stock to be offered by the Corporation will be,
when and if issued, sold and paid for as contemplated by the Plan,
legally issued, fully paid and non-assessable shares of Common Stock of
the Corporation.
Very truly yours,
/s/ Silver, Freedman & Taff, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.<PAGE>
<PAGE>
July 31, 1996
Board of Directors
Classic Bancshares, Inc.
344 Seventeenth Street
Ashland, KY 41101-7628
Members of the Board:
We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement and the reference to our firm in the Prospectus. 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.
Very truly yours,
/s/ Silver, Freedman & Taff, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.<PAGE>
<PAGE>
Board of Directors
Classic Bancshares, Inc.
344 Seventeenth Street
Ashland, KY 41101-7628
Members of the Board:
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Classic Bancshares, Inc. (the "Company") of our report on the
financial statements included in the Company's Annual Report on Form 10-K for
the years ended March 31, 1995 and 1996 filed pursuant to the Securities
Exchange Act of 1934, as amended.
SMITH, GOOLSBY, ARTIS & REAMS, P.S.C.
Ashland, Kentucky
July 16, 1996
<PAGE>
Board of Directors
Classic Bancshares, Inc.
344 Seventeenth Street
Ashland, KY 41101-7628
Members of the Board:
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Classic Bancshares, Inc. (the "Company") of our report on the
financial statements included in the Company's Annual Report on Form 10-K for
the year ended March 31, 1994 filed pursuant to the Securities Exchange Act of
1934, as amended.
GRIFFITH, DELANEY, HILLMAN & COMPANY
Certified Public Accountants
Ashland, Kentucky
July 16, 1996
