Registration No. 333-10647
Filed June 21, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 Articles of Incorporation)
Louisiana 72-1317124
- -------------- ---------------------------------
(State of incorporation) (IRS Employer Identification No.)
107 West Vermillion Street
Lafayette, Louisiana 70501
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(Address of principal executive offices, including zip code)
LBA Savings Bank 401(k) Profit Sharing Plan
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(Full Title of the Plan)
Emile Soulier, III Copies to
Vice President and Chief Financial Officer Hugh T. Wilkinson, Esq.
Acadiana Bancshares, Inc. Cristin Zeisler, Esq.
107 West Vermillion Street Elias, Matz, Tiernan &
Lafayette, Louisiana 70501 Herrick L.L.P.
(318) 232-4631 734 15th Street, N.W.
- ------------------------------------------ Washington, D.C. 20005
(Name, address and telephone number of (202) 347-0300
agent for service)
Page 1 of 6 pages
Index to Exhibits is located on page 3.
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed Maximum
Securities Amount Maximum Aggregate
to be to be Offering Price Offering Price(3) Amount of
Registered Registered(1) Per Share(3) Registration Fee
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Common Stock,
par value
$0.01 25,000(2) $18.25 $456,250 $126.84
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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 LBA
Savings Bank 401(k) Profit Sharing Plan (the "Plan") as a result of a stock
split, stock dividend or similar adjustment of the outstanding Common Stock of
Acadiana Bancshares, Inc. (the "Company" or the "Registrant").
(2) Represents an estimate of such presently undeterminable number of shares
as may be purchased with employee contributions pursuant to the Plan. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(c). The Proposed Maximum
Offering Price Per Share is equal to the average of the high and low prices of
the Common Stock on the Nasdaq National Market System on June 17, 1999.
__________________________
This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act of 1933,
as amended, and 17 C.F.R. Section 230.462.
This Registration Statement registers additional securities to be issued
under the LBA Savings Bank 401(k) Profit Sharing Plan, for which a
Registration Statement on Form S-8 has been filed and is effective. The
contents of the Registration Statement on Form S-8 (Commission File No.
333-10647), filed with the Commission on August 22, 1996, are incorporated
herein by reference.
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
--- ------- ----
4 Common Stock Certificate. *
23 Consent of Castaing, Hussey, Lolan &
Dauterive. E-1
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement). --
99 LBA Savings Bank 401(k) Corporation Profit **
Sharing Plan.
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* Incorporated by reference from the Registration Statement on Form
S-1 (Registration No. 333-1396) filed by the Registrant with the Comission
on February 15, 1996, as subsequently amended.
** Incorporated by reference from the Registration Statement on
Form S-8 (Commission File No.333-10647), filed by the Registrant with the
Commission on August 22, 1996.
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 or about June 21, 1999.
By: /s/ Gerald G. Reaux, Jr.
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Gerald G. Reaux, Jr.
President, Chief Executive Officer
and Director
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. to act as,
his or her 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.
Signature Title Date
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/s/ Gerald G. Reaux, Jr. President, Chief June 21, 1999
- ----------------------------- Executive Officer
Gerald G. Reaux, Jr. and Director
(principal executive officer)
/s/ Lawrence Gankendorff Chairman of the Board June 18, 1999
- -----------------------------
Lawrence Gankendorff.
/s/ Albert W. Beachman Director June 18, 1999
- -----------------------------
Albert W. Beacham, M.D.
/s/ James J. Montelaro Executive Vice June 18, 1999
- ----------------------------- President and Director
James J. Montelaro
Signature Title Date
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/s/ John H. DeJean Director June 18, 1999
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John H. DeJean
/s/ Thomas S. Ortego Director June 18, 1999
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Thomas S. Ortego
/s/ William H. Mouton Director June 18, 1999
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William H. Mouton
/s/ Donald J. O'Rourke, Sr. Director June 18, 1999
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Donald J. O'Rourke, Sr.
/s/ Kaliste J. Saloom, Jr. Director June 18, 1999
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Kaliste J. Saloom, Jr.
/s/ Emile E. Soulier, III Vice President June 18, 1999
- --------------------------- Chief Financial Officer
Emile E. Soulier, III
(principal financial and
accounting officer)
Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees who administer the employee benefit plan have duly
caused this Registration Statement to by signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lafayette, State of
Louisiana on or about June 18, 1999.
LBA SAVINGS BANK 401(K)
PROFIT SHARING PLAN
LBA SAVINGS BANK TRUSTEES
By: /s/ Thomas Debaillon
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Thomas Debaillon, Trustee
By: /s/ Emile E. Soulier, III
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Emile E. Soulier, III, Trustee
EXHIBIT 23
Consent of Castaing, Hussey, Lolan & Dauterive
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-8 (File No. 333-10647) of our report dated January 29, 1999 appearing
in the Annual Report on Form 10-K of Acadiana Bancshares, Inc. and Subsidiary
for the year ended December 31, 1998.
/s/ Castaing, Hussey, Lolan & Dauterive, LLP
New Iberia, Louisiana
June 21, 1999
