As filed with the Securities and Exchange Commission on June 15, 1999
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
GOLD BANC CORPORATION, INC.
(Exact name of Registrant as specified in its charter)
Kansas 1008593
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11301 Nall Avenue
Leawood, Kansas 66211
(Address, including zip code, of Registrant's principal executive offices)
GOLD BANC CORPORATION, INC. EMPLOYEES' 401(k) PLAN
(Full title of the Plan)
Michael W. Gullion
11301 Nall Avenue
Leawood, Kansas 66211
(913) 451-8050
(Name, address, telephone number, of agent for service)
Copy to:
Steven F. Carman, Esq.
Blackwell Sanders Peper Martin LLP
Two Pershing Square
2300 Main Street, Suite 1000
Kansas City, Missouri 64108
(816) 983-8153
Fax: (816) 983-9153
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CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- ------------------------------------------- ----------------------- ---------------------- -------------------- --------------------
Proposed maximum Proposed maximum
Title of securities to be registered Amount to be offering price per aggregate offering Amount of
registered share price registration fee
- ------------------------------------------- ----------------------- ---------------------- -------------------- --------------------
- ------------------------------------------- ----------------------- ---------------------- -------------------- --------------------
Common Stock, par value $1.00 per share 25,000 shares(1)(3) $13.875 (2) $346,875 (2) $97 (2)
- ------------------------------------------- ----------------------- ---------------------- -------------------- --------------------
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(1) This Registration Statement also relates to such additional and
indeterminable number of shares of Gold Banc Corporation, Inc. common
stock, par value $1.00 per share ("Common Stock"), as may become issuable
due to adjustments for changes resulting from stock dividends, stock
splits, recapitalizations, mergers, reorganizations, combinations or
exchanges or other similar events.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
whereby the per share price was determined by reference to the average of
the high and low price of the Common Stock reported in the Nasdaq National
Market on June 11, 1999.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
Gold Banc Corporation, Inc. (the "Company") and the Gold Banc Corporation,
Inc. Employees' 401(k) Plan (the "Plan") hereby incorporated by reference in
this Registration Statement on Form S-8 (the "Registration Statement") the
following documents:
1. The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1998;
2. The Company's Current Report on Form 8-K dated April 28, 1999;
3. The Company's Quarterly Report on Form 10-Q for the period ended March 31,
1999;
4. The Company's Current Report on Form 8-K dated May 25, 1999; and
5. The description of the Company's common stock, $1.00 par value, set forth
in the Form 8-A/12G Registration Statement filed November 1, 1996,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all of the securities offered then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.
Any statement contained in a report or other document incorporated by
reference herein shall be deemed to be modified or superseded for all purposes
of this Registration Statement to the extent that a statement contained herein,
or in any other subsequently filed report or other document that also is
incorporated by reference herein, modifies or supersedes such statement. Any
such statements so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Registration Statement.
Certain statements contained herein and in the related prospectus or
incorporated by reference herein or in the related prospectus constitute
forward-looking statements as such term is defined in Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Exchange Act. Certain factors discussed herein and in the related prospectus or
in the Company's Exchange Act filings with the Commission could cause actual
results to differ materially from those in the forward-looking statements.
Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts and Counsel
Not Applicable.
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Item 6: Indemnification of Directors and Officers
The Restated Articles of Incorporation and the Amended and Restated Bylaws
of the Company require the Company to indemnify its directors and officers and
advisory directors against liabilities, fines, penalties, settlements, claims
and reasonable expenses incurred by them in connection with any proceeding to
which they may be made a party by reason of their service in those capacities to
the fullest extent permitted by the Kansas General Corporation Code ("KGCC").
The KGCC permits a corporation to indemnify its present and former directors and
officers if ordered to do so by a court or after a determination by its
independent counsel, stockholders or a majority of its disinterested directors
that the person to be indemnified acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation.
Pursuant to express authority therefore conferred in the Company's Amended
and Restated Bylaws, the Company maintains a policy of insurance under which the
insurer will, subject to certain conditions, defend the directors and officers
of the Company against and indemnify them from any liability in the capacities
as such.
Item 7: Exemption from Registration Claimed
Not applicable.
Item 8: Exhibits
4 Form of Common Stock Certificate.*
5 Internal Revenue Service determination letter, dated November 18,
1995, that the Plan is qualified under Section 401 of the Internal
Revenue Code.
23 Consent of KPMG LLP.
24 Powers of Attorney (included in signature page to Registration
Statement).
* Previously filed as an Exhibit to the Company's Registration
Statement on Form SB-2 No. 333-12377 and the same is incorporated
by reference herein.
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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(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.
Notwithstanding the foregoing, any increase or decrease in volume
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<PAGE>
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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;
Provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Leawood, State of Kansas, on June 14, 1999.
GOLD BANC CORPORATION, INC.
(Registrant)
By: /s/ Michael W. Gullion
Michael W. Gullion
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors of Gold
Banc Corporation, Inc., hereby severally constitute Michael W. Gullion and Keith
E. Bouchey, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, any and all amendments to this Registration
Statement on Form S-8, and generally to do all such things in our names and in
our capacities as directors to enable Gold Banc Corporation, Inc. to comply with
the provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
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<S> <C> <C>
Signature Title Date
- --------- ----- ----
/s/ Michael W. Gullion Chairman of the Board, June 14, 1999
Michael W. Gullion and Chief Executive Officer (Principal
Executive Officer)
/s/ Malcolm M. Aslin Director, Pesident and Chief Operating June 14, 1999
Malcolm M. Aslin Officer
/s/ Keith E. Bouchey Director, Executive Vice Pesident, Chief June 14, 1999
Keith E. Bouchey Financial Officer and Corporate Secretary
(Principal Financial Officer)
/s/ Brian J. Ruisinger Vice President, Treasurer and Controller June 14, 1999
Brian J. Ruisinger (Principal Accounting Officer )
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____________________ Director June __, 1999
William Wallman
____________________ Director June __, 1999
D. Michael Browne
/s/ William F. Wright Director June 14, 1999
William F. Wright
____________________ Director June __, 1999
Allen D. Petersen
/s/ William R. Hagman, Jr. Director June 14, 1999
William R. Hagman, Jr.
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Leawood, State of Kansas, on the 14th
day of June, 1999.
GOLD BANC CORPORATION, INC.
EMPLOYEES' 401(k) PLAN
By: Gold Banc Corporation, Inc., Plan
Administrator
By: /s/ Michael W. Gullion
Michael W. Gullion
Chairman and Chief Executive
Officer
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EXHIBT 5
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
1000 COMMERCE STREET
DALLAS, TX 75242
Date: November 13, 1995
Employer Identification Number: 48-1008953
GOLD BANCSHARES, INC. File Folder Number: 480010287
5000 WEST 95TH STREET Person to Contact: Jill Rutherford
PRAIRIE VILLAGE, KS 66207 Contact Telephone Number; (214) 767-6023
Plan Name:
GOLD BANCSHARES, INC. EMPLOYEE'S 401K PLAN
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination letter is applicable for the plan adopted on August 30,
1995.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a)(4) - 4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
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employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of Section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
termination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone are shown above.
Sincerely yours,
/s/ Bobby E. Scott
Bobby E. Scott
Enclosures
Publication 794
Addendum
2
EXHIBIT 23
Accountant's Consent
Board of Directors
Gold Banc Corporation, Inc.
We consent to the use of our report incorporated herein by reference in this
Registration Statement on Form S-8 pertaining to the Gold Banc Corporation, Inc.
Employees' 401(k) Plan.
/s/ KPMG LLP
Kansas City, Missouri
June 14, 1999