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Registration No. 333-________
Filed September 24, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ACADIANA BANCSHARES, INC.
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(Exact Name of Registrant as specified in its Certificate of Incorporation)
Louisiana
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(State or other jurisdiction of incorporation)
72-1317124
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(IRS Employer Identification No.)
107 West Vermilion Street, Lafayette, Louisiana 70501
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(Address of principal executive offices) (Zip code)
STOCK OPTION PLAN
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(Full Title of the Plan)
Copies to:
Gerald G. Reaux, Jr. Hugh T. Wilkinson, Esq.
President and Chief Executive Officer Patricia J. Wohl, Esq.
Acadiana Bancshares, Inc. Elias, Matz, Tiernan & Herrick L.L.P.
107 West Vermilion Street 734 15th Street, N.W.
Lafayette, Louisiana 70501 Washington, D.C.
(318) 232-4631 (202) 347-0300
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(Name, address, and telephone number
of agent for service)
Page 1 of 14 pages
Index to Exhibits is located on page 6.
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CALCULATION OF REGISTRATION FEE
Title of Proposed
Securities Amount to be Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price Aggregate Registration
Per Share Offering Price Fee
Common Stock, par
value $.01 211,701 $15.50(2) $3,281,365.50(2) $968.00
Common Stock, par
value $.01 5,000 $21.625(2) $108,125.00(2) $31.90
Common Stock, par
value $.01 20,000 $15.50(2) $310,000.00(2) $91.45
Common Stock, par
value $.01 36,424 $16.94(3) $617,022.56(3) $182.02
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Total 273,125(4) $4,316,513.06 $1,273.37
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to the Acadiana Bancshares, Inc. ("Company" or "Registrant") Stock Option
Plan as a result of a stock split, stock dividend or similar adjustment
of the outstanding common stock, $.01 par value per share ("Common Stock"),
of the Company.
(2) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h) promulgated under the Securities
Act of 1933, as amended ("Securities Act"). The Proposed Maximum Offering
Price Per Share is equal to the weighted average exercise price for the
options to purchase shares of Common Stock which have been granted under the
Stock Option Plan as of the date hereof but not yet exercised.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act. The
Proposed Maximum Offering Price Per Share for 36,424 shares for which
stock options have not been granted under the Stock Option Plan is equal
to the average of the high and low prices of the Common Stock of the
Company on September 23, 1998 on the American Stock Exchange.
(4) Represents shares currently reserved for issuance pursuant to the Stock
Option Plan.
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This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. Section 230.462.
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PART I
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended ("Securities Act"), and the
Note to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The description of the Common Stock of the Company contained
in "Description of Capital Stock of the Company" in the prospectus included in
the Company's Registration Statement on Form S-1 (File No. 333-1396) filed with
the Commission on February 15, 1996, as amended;
(b) All reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the financial statements in the
prospectus referred to in clause (a) above;
(c) The description of the Common Stock of the Company contained in
the Company's Registration Statement on Form 8-A filed with the Commission on
May 2, 1996;
(d) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any
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other subsequently filed document which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VIII of the Registrant's Bylaws provides as follows:
ARTICLE VIII. PERSONAL LIABILITY OF DIRECTORS AND OFFICERS
Directors and officers of the Corporation shall not be personally liable
for monetary damages for any action taken, or any failure to take any action,
as a director or officer to the extent set forth in the Corporation's Articles
of Incorporation, which provisions are incorporated herein with the same effect
as if they were set forth herein.
Article 8 of the Registrant's Articles of Incorporation provides as follows:
Article 8. Personal Liability, Indemnification, Advancement of Expenses
and Other Rights of Officers, Directors, Employees and Agents.
A. Personal Liability of Directors and Officers. A director or officer of
the Corporation shall not be personally liable for monetary damages for any
action taken, or any failure to take any action, as a director or officer except
to the extent that by law a director's or officer's liability for monetary
damages may not be limited.
B. Indemnification. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, including actions by or in the right of
the Corporation, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the full extent permissible under Louisiana law.
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C. Advancement of Expenses. Reasonable expenses incurred by an officer,
director, employee or agent of the Corporation in defending an action, suit
or proceeding described in Section B of this Article 8 may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding if authorized by the board of directors (without regard to whether
participating members thereof are parties to such action, suit or proceeding),
upon receipt of a commitment by or on behalf of such person to repay such amount
if it shall ultimately be determined that the person is not entitled to be
indemnified by the Corporation.
D. Other Rights. The indemnification and advancement of expenses provided
by or pursuant to this Article 8 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, insurance or other agreement, vote of stockholders or
directors (regardless of whether directors authorizing such indemnification are
beneficiaries thereof) or otherwise, both as to actions in their official
capacity and as to actions in another capacity while holding an office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.
E. Insurance. The Corporation shall have the power to purchase and
maintain insurance or other similar arrangement on behalf of any person who
is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture or other
enterprise, against any liability asserted against or incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability
under the provisions of this Article 8.
F. Security Fund; Indemnity Agreements. By action of the Board of Directors
(notwithstanding its interest in the transaction), the Corporation may create
and fund a trust fund or other fund or form of self-insurance arrangement of any
nature, and may enter into agreements with its officers, directors, employees
and agents for the purpose of securing or insuring in any manner its obligation
to indemnify or advance expenses provided for in this Article 8.
G. Modification. The duties of the Corporation to indemnify and to advance
expenses to any person as provided in this Article 8 shall be in the nature of a
contract between the Corporation and each such person, and no amendment or
repeal of any provision of this Article 8, and no amendment or termination of
any trust or other fund or form of self-insurance arrangement created pursuant
to Section F of this Article 8, shall alter to the detriment of such person the
right of such person to the advance of expenses or indemnification related to a
claim based on an act or failure to act which took place prior to such amend-
ment, repeal or termination.
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H. Proceedings Initiated by Indemnified Persons. Notwithstanding any other
provision of this Article 8, the Corporation shall not indemnify a director,
officer, employee or agent for any liability incurred in an action, suit or
proceeding initiated (which shall not be deemed to include counter-claims or
affirmative defenses) or participated in as an intervenor or amicus curiae by
the person seeking indemnification unless such initiation of or participation in
the action, suit or proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors in office.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be reoffered or resold
pursuant to this Registration Statement.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into this
Registration Statement on Form S-8 (numbering corresponds to Exhibit Table in
Item 601 of Regulation S-K):
No. Exhibit Page
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4 Stock Certificate* --
5 Opinion of Elias, Matz, Tiernan & Herrick E-1
L.L.P. as to the legality of the securities
10.1 Stock Option Plan** --
23.1 Consent of Elias, Matz, Tiernan & Herrick --
L.L.P. (contained in the opinion included
as Exhibit 5)
23.2 Consent of Castaing, Hussey & Lolan, L.L.P. E-3
24 Power of attorney for any subsequent --
amendments is located in the signature pages
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* Incorporated by reference from the Company's Registration Statement on
Form S-1 (Commission File No. 333-1396) filed with the Commission on
February 15, 1996, as amended.
** Incorporated by reference from the definitive proxy statement, dated
December 16, 1996, filed by the Registrant with the Commission (Commission
File No. 1-14364).
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Item 9. Undertakings.
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 (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act, (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a post-
effective amendment by those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, 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.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.
5. 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against liabilities (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 questions whether such indemnification
by it is against public policy expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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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 State of Louisiana on September 15, 1998.
ACADIANA BANCSHARES, INC.
By: /s/ Gerald G. Reaux, Jr.
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Gerald G. Reaux, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Gerald G. Reaux, Jr. his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.
/s/ Gerald G. Reux, Jr.
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Gerald G. Reaux, Jr.
President, Chief Executive Officer and
Director
/s/ Lawrence E. Gankendorff
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Lawrence E. Gankendorff
Chairman of the Board
/s/ Albert W. Beacham, M.D.
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Albert W. Beacham, M.D.
Director
September 15, 1998
/s/ James J. Montelaro
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James J. Montelaro
Executive Vice President and Director
/s/ John H. DeJean
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John H. DeJean
Director
/s/ Thomas S. Ortego
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Thomas S. Ortego
Director
/s/ William H. Mouton
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William H. Mouton
Director
/s/ Donald J. O'Rourke, Sr.
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Donald J. O'Rourke, Sr.
Director
/s/ Kaliste J. Saloom, Jr.
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Kaliste J. Saloom, Jr.
Director
/s/ Emile E. Soulier, III
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Emile E. Soulier, III
Vice President and Chief Financial Officer
(principal financial and accounting officer)
Pursuant to the requirements of the Securities Act of 1933, the trustees
have duly caused this Registration Statement to be signed by the undersigned,
thereunto duly authorized, in the State of Louisiana, on September 15, 1998.
ACADIANA BANCSHARES, INC.
STOCK OPTION PLAN
September 15, 1998 By: /s/ Albert W. Beacham, M.D.
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Albert W. Beacham, M.D.
Trustee
September 15, 1998 By: /s/ William H. Mouton
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William H. Mouton
Trustee
September 15, 1998 By: /s/ Donald J. O'Rourke, Sr.
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Donald J. O'Rourke, Sr.
Trustee
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Exhibit 5
Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities
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Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
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TIMOTHY B. MATZ Telephone: (202) 347-0300 JEFFREY D. HAAS
STEPHEN M. EGE Facsimile: (202) 347-2172 KEVIN M. HOULIHAN
RAYMOND A. TIERNAN KENNETH B. TABACH
W. MICHAEL HERRICK PATRICIA J. WOHL
GERARD L. HAWKINS FIORELLO J. VICENCIO*
NORMAN B. ANTIN DAVID TEEPLES*
JOHN P. SOUKENIK* CRISTIN ZEISLER
GERALD F. HEUPEL, JR. ANDREW ROSENSTEIN*
JEFFREY A. KOEPPEL _______________
DANIEL P. WEITZEL OF COUNSEL
PHILIP ROSS BEVAN ALLIN P. BAXTER
HUGH T. WILKINSON JACK I. ELIAS
September 24, 1998 SHERYL JONES ALU
*NOT ADMITTED IN D.C. VIA EDGAR
Board of Directors
Acadiana Bancshares, Inc.
107 West Vermilion Street
Lafayette, Louisiana 70501
Re: Registration Statement on Form S-8
273,125 Shares of Common Stock
Ladies and Gentlemen:
We are special counsel to Acadiana Bancshares, Inc., a Louisiana corporation
(the "Corporation"), in connection with the preparation and filing with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement"),
relating to the registration of up to 273,125 shares of common stock, par value
$.01 per share ("Common Stock"), to be issued upon the exercise of stock options
("Options") granted pursuant to the Corporation's Stock Option Plan. The
Registration Statement also registers an indeterminate number of additional
shares which may be necessary under the Stock Option Plan to adjust the number
of shares reserved thereby for issuance as the result of a stock split, stock
dividend or similar adjustment of the outstanding and issued Common Stock of the
Corporation. We have been requested by the Corporation to furnish an opinion to
be included as an exhibit to the Registration Statement.
For this purpose, we have reviewed the Registration Statement and related
Prospectus, the Articles of Incorporation and Bylaws of the Corporation, the
Stock Option Plan, a specimen stock certificate evidencing the Common Stock of
the Corporation and such other corporate records and documents as we have deemed
appropriate. We are relying upon the originals, or copies certified or
otherwise identified to our satisfaction, of the corporate
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Board of Directors
September 24, 1999
Page 2
records of the Corporation and such other instruments, certificates and
representations of public officials, officers and representatives of the
Corporation as we have deemed relevant as a basis for this opinion. In
addition, we have assumed, without independent verification, the genuineness
of all signatures and the authenticity of all documents furnished to us and
the conformance in all respects of copies to originals. Furthermore, we have
made such factual inquiries and reviewed such laws as we determined to be
relevant for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to Options granted under the terms of the Stock
Option Plan will continue to be validly authorized on the dates the Common
Stock is issued pursuant to the exercise of Options; (ii) on the dates the
Options are exercised, the Options granted under the terms of the Stock Option
Plan will constitute valid, legal and binding obligations of the Corporation and
will (subject to applicable bankruptcy, moratorium, insolvency, reorganization
and other laws and legal principles affecting the enforceability of creditors'
rights generally) be enforceable as to the Corporation in accordance with their
terms; (iii) the Options are exercised in accordance with their terms and the
exercise price therefor is paid in accordance with the terms thereof; (iv) no
change occurs in applicable law or the pertinent facts; and (v) the provisions
of "blue sky" and other securities laws as may be applicable will have been
complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth herein, we
are of the opinion as of the date hereof that the shares of Common Stock to
be issued pursuant to the Stock Option Plan, when issued and sold pursuant to
the Stock Option Plan and upon receipt of the consideration required thereby,
will be legally issued, fully paid and non-assessable shares of Common Stock of
the Corporation.
We hereby consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectus of the Stock Option Plan and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By:/s/Hugh T. Wilkinson
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Hugh T. Wilkinson, a Partner
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Exhibit 23.2
Consent of Castaing, Hussey & Lolan, L.L.P.<PAGE>
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(Letterhead of Castaing, Hussey, Lolan & Dauterive, LLP)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement on Form S-8 of our Report dated January
30, 1998 included in the Acadiana Bancshares, Inc. Form 10-K for the year ended
December 31, 1997.
/S/ Castaing, Hussey, Lolan & Dauterive, LLP
New Iberia, Louisiana
September 18, 1998
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