As filed with the Securities and Exchange Commission on May 20, 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 48-1008593
(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. 1996 EQUITY COMPENSATION 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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of securities to be registered registered share price registration fee
- ------------------------------------ ---------- ----- ----- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share 500,000 shares(1) $10.90 (2) $5,450,000 (2) $1,516 (2)
</TABLE>
(1) Also registered hereby are 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 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 Rules 457(c) and (h) under the Securities Act of 1933, as
amended. With respect to 326,500 shares that are subject to outstanding
options to purchase Common Stock under the Equity Compensation Plan,
pursuant to Rule 457(h) the fee was calculated based upon the exercise
price per share of $5.25, $12.125 and $15.563 with respect to 141,000,
185,500 and 20,000 shares, respectively. With respect to 153,500 shares of
Common Stock available for future grant under the Equity Compenation Plan,
the fee was estimated pursuant to Rule 457(c) whereby the per share price
was determined by reference to the average of the high and low price of the
Common Stock reported on the Nasdaq National Market on May 18, 1999.
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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") hereby incorporates 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, as filed with the SEC on March 31, 1999;
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 quarterly period ended
March 31, 1999, as filed with the SEC on May 14, 1999; and
4. The description of the Company's common stock, $1.00 par value, set forth
in the Form 8-A12G 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) of the 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 Statment.
Certain statements incorporated herein by reference or contained in the related
prospectus constitute forward-looking statements as such term is defined in
Section 27A of the Securities Act of 1933, as amended, 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 Securities and Exchange
Commission could cause actual results to differ materially from those suggested
in the forward-looking statements.
Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts and Counsel
Not Applicable.
Item 6: Indemnification of Directors and Officers
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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 incurred in their
capacities as such.
Item 7: Exemption from Registration Claimed
Not applicable.
Item 8: Exhibits
4 Form of Common Stock Certificate.*
5 Opinion of Blackwell Sanders Peper Martin LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5).
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;
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(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
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 April 28, 1999.
GOLD BANC CORPORATION, INC.
(Registrant)
By: /s/ Michael W. Gullion
Michael W. Gullion
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:
Signature Title Date
- --------- ----- ----
/s/ Michael W. Gullion
Michael W. Gullion Chairman of the Board April 28, 1999
and Chief Executive Officer
(Principal Executive Officer)
/s/ Malcolm M. Aslin
Malcolm M. Aslin Director, President and April 28, 1999
Chief Operating Officer
/s/ Keith E. Bouchey
Keith E. Bouchey Director, Executive Vice April 28, 1999
President, Chief Financial Officer
and Corporate Secretary
(Principal Financial Officer)
/s/ Brian J. Ruisinger
Brian J. Ruisinger Treasurer and Controller April 28, 1999
(Principal Accounting Officer )
/s/ William Wallman
William Wallman Director April 28, 1999
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/s/ D. Michael Browne
D. Michael Browne Director April 30, 1999
/s/ William F. Wright
William F. Wright Director April 28, 1999
/s/ Allen D. Petersen
Allen D. Petersen Director April 28, 1999
__________________________
William R. Hagman, Jr. Director April __, 1999
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EXHIBIT 5
[Letterhead of Blackwell Sanders Peper Martin LLP]
May 19, 1999
Gold Banc Corporation, Inc.
11301 Nall Avenue
Leawood, Kansas 66211
Gentlemen:
We refer to the Registration Statement of Gold Banc Corporation, Inc. (the
"Company") on Form S-8 to be filed with the Securities and Exchange Commission
for the purpose of registering under the Securities Act of 1933, as amended,
500,000 shares of the Company's common stock, par value $1.00 per share (the
"Common Stock"), to be issued under the Gold Banc Corporation, Inc. 1996 Equity
Compensation Plan (the "Plan").
In connection with the foregoing, we are familiar with the proceedings to
date with respect to such proposed sale and have examined such records,
documents, other instrucments and matters of law and satisfied ourselves as to
such matters of fact as we have considered relevant for the purposes of this
opinion.
Based upon and subject to the foregoing, it is our opinion that the 500,000
shares of Common Stock to be issued under the Plan have been duly authorized,
and, when issued and sold by the Company in accordance with the Plan and related
award agreements, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Blackwell Sanders Peper Martin LLP
EXHIBIT 23.1
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.
1996 Equity Compensation Plan.
/s/ KPMG LLP
Kansas City, Missouri
May 10, 1999
