Registration No. 333------
As filed with the Securities
and Exchange Commission on
November 7, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CBES Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 43-1753244
(State of Incorporation) Identification No.)
1001 North Jesse James Road,
Excelsior Springs, Missouri 64024
(Address of Principal Executive Offices)
CBES Bancorp, Inc. 1997 Stock Option and Incentive Plan
CBES Bancorp, Inc. Recognition and Retention Plan
(Full Title of the Plans)
Copies to:
Larry E. Hermreck Robert I. Lipsher, Esquire
Chief Executive Officer Edward A. Quint, Esquire
CBES Bancorp, Inc. Luse Lehman Gorman Pomerenk & Schick
1001 North Jesse James Road A Professional Corporation
Excelsior Springs, Missouri 64024 5335 Wisconsin Ave., N.W., #400
(816) 630-6711 Washington, D.C. 20015
(202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933 check the following box.
/X/
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 per share 102,495 $19.50(3) $1,975,591 $599
shares(2)
Common Stock,
par value
$.01 per share 40,998 $19.50(3) $799,461 $243
shares(4)
Total 143,493 $2,775,052 $842
shares
</TABLE>
- -------------------------
(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 CBES Bancorp, Inc. 1997 Stock Option
and Incentive Plan (the "1997 Stock Option Plan"), and the CBES
Bancorp, Inc. Recognition and Retention Plan (the "Recognition
and Retention Plan") as the result of a stock split, stock
dividend or similar adjustment of the outstanding Common Stock of
CBES Bancorp, Inc. pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the number of shares currently reserved for
issuance pursuant to the 1997 Stock Option Plan.
(3) Determined by the exercise price of $19.25 for the options
granted pursuant to Rule 457(h)(1) and the average of the bid and
asked prices of $19.50 for the other shares registered pursuant
to Rule 457(c) and (h)(1).
(4) Represents the number of shares currently reserved for
issuance pursuant to the Recognition and Retention Plan.
--------------------------------
This Registration Statement shall become effective upon
filing in accordance with Section 8(a) of the Securities Act of
1933 and 17 C.F.R. Section 230.462.
<PAGE>
PART I.
Items 1 and 2. Plan Information and Registrant Information and
Employee Plan Annual Information
The documents containing the information specified in Part I
of Form S-8 will be sent or given to participants in the CBES
Bancorp, Inc. 1997 Stock Option and Incentive Plan and the CBES
Bancorp, Inc. Recognition and Retention Plan (collectively the
"Plans") 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 documents 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.
PART II.
Item 3. Incorporation of Documents by Reference
The following documents previously or concurrently filed by
CBES Bancorp, Inc. (the "Company") with the Commission are hereby
incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1997 (File No. 0-21163) 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 fiscal year
covered by the Annual Report referred to above;
(c) the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders held on October 28, 1997;
(d) the description of the common stock, par value $.01 per
share, of the Company contained in the Company's Registration
Statement on Form SB-2 (File No. 333-6649) filed with the
Commission on June 21, 1996 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 Larry E. Hermreck, Chief Executive Officer, CBES
Bancorp, Inc., 1001 North Jesse James Road, Excelsior Springs,
Missouri 64024, telephone number (816) 630-6711.
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.
<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Article ELEVENTH of the Registrant's Certificate of
Incorporation provides for the following indemnification for
Directors and Officers.
ELEVENTH: A. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a director or an
officer of the Corporation or is or was serving at the request of
the Corporation as a director or officer of another corporation,
including, without limitation, any Subsidiary (as defined in
Article EIGHTH herein), partnership, joint venture, trust or
other enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the basis of
such proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving as a
director or officer, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that,
except as provided in Section C hereof with respect to
proceedings to enforce rights to indemnification, the Corporation
shall indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if
such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.
B. The right to indemnification conferred in
Section A of this Article ELEVENTH shall include the right to be
paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made
only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which
there is no further right to appeal (hereinafter a "final
adjudication"), that such indemnitee is not entitled to be
indemnified for such expenses under this Section or otherwise.
The rights to indemnification and to the advancement of expenses
conferred in Sections A and B of this Article ELEVENTH shall be
contract rights and such rights shall continue as to an
indemnitee who has ceased to be a director or officer and shall
inure to the benefit of the indemnitee's heirs, executors and
administrators.
C. If a claim under Section A or B of this
Article ELEVENTH is not paid in full by the Corporation within
sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty
days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the
claim. If successful in whole or in part in any such suit, or in
a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee
shall also be entitled to be paid the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee
to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in
any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking the Corporation shall be
entitled to recover such expenses upon a final adjudication that,
the indemnitee has not met any applicable
<PAGE>
standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee
is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or
its stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in
the case of such a suit brought by the indemnitee, be a defense
to such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses
hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or
to such advancement of expenses, under this Article ELEVENTH or
otherwise shall be on the Corporation.
D. The rights to indemnification and to the
advancement of expenses conferred in this Article ELEVENTH shall
not be exclusive of any other right which any person may have or
hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized
from time to time by a majority vote of the Disinterested
Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article with respect to
the indemnification and advancement of expenses of directors and
officers of the Corporation.
Item 7. Exemption From Registration Claimed.
Not applicable.
<PAGE>
Item 8. List of Exhibits.
<TABLE>
Reference to Prior
Regulation S-K Filing or Exhibit
Exhibit Number Document Number Attached Hereto
<S> <C> <C>
3.1 Certificate of Incorporation of *
CBES Bancorp, Inc.
3.2 Bylaws of CBES Bancorp, Inc. *
4 Specimen form of common stock *
certificate of CBES Bancorp, Inc.
5 Opinion of Luse Lehman Gorman
Pomerenk & Schick, P.C. Attached as Exhibit 5
10.1 CBES Bancorp, Inc. 1997 Stock
Option and Incentive Plan **
10.2 CBES Bancorp, Inc. Recognition **
and Retention Plan
23.1 Consent of Luse Lehman Gorman Contained in Exhibit 5
Pomerenk & Schick, P.C.
23.2 Consent of KPMG Peat Marwick LLP Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
</TABLE>
- -----------
* Filed as exhibits to the Registrant's Registration Statement
on Form SB-2 (File No. 333-6649) filed with the Commission on
June 21, 1996 pursuant to Section 5 of the Securities Act of 1933
and all amendments thereto or reports filed for the purpose of
updating such description. All of such previously filed
documents are hereby incorporated herein by reference in
accordance with Item 601 of Regulation S-K.
**Filed as exhibits to the Registrant's Proxy Statement relating
to the Registrant's October 28, 1997 annual meeting of
stockholders, filed with the Commission on September 29, 1997,
which is incorporated herein by reference.
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 to include any material information with respect to the
Registration Statement not previously disclosed in this
Registration Statement or any material change to such information
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 1997 Stock Option and
Incentive Plan and the Recognition and Retention Plan; and
<PAGE>
4. 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 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.
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 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.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the
Common Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick,
A Professional Corporation (contained in the opinion
included as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP.
<PAGE>
SIGNATURES
The Registrant. 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 City of Excelsior
Springs, State of Missouri, on this 28th day of October, 1997.
CBES Bancorp, Inc.
By: /s/ Larry E. Hermreck
-----------------------------------
Larry E. Hermreck
Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of CBES Bancorp,
Inc. (the "Company") hereby severally constitute and appoint
Larry E. Hermreck as our true and lawful attorney and agent, to
do any and all things in our names in the capacities indicated
below which said Larry E. Hermreck may deem necessary or
advisable to enable the Company to comply with the Securities Act
of 1933, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the
registration statement on Form S-8, including specifically, but
not limited to, power and authority to sign for us in our names
in the capacities indicated below the registration statement and
any and all amendments (including post-effective amendments)
thereto; and we hereby approve, ratify and confirm all that said
Larry E. Hermreck shall do or cause to be done by virtue thereof.
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 date indicated.
By: /s/ Larry E. Hermreck By: /s/Dennis D. Hartman
------------------------- -------------------------
Larry E. Hermreck, Chief Dennis D. Hartman,
Executive Officer Comptroller (Principal
(Principal Executive Accounting and Financial
Officer) Officer)
Date: October 28, 1997 Date: October 28, 1997
By: /s/ Robert E. McCrorey By: /s/ Richard N. Cox
------------------------- -------------------------
Robert E. McCrorey, President, Richard N. Cox, Director
Chairman of the Board and
Director
Date: October 28, 1997 Date: October 28, 1997
By: /s/ Robert R. Lalumondier By: /s/ Cecil E. Lamb
------------------------- -------------------------
Robert R. Lalumondier Cecil E. Lamb, Director
Director
Date: October 28, 1997 Date: October 28, 1997
By: /s/ Rodney G. Rounkles By: /s/ Edgar L. Radley
------------------------- -------------------------
Rodney G. Rounkles, Edgar L. Radley, Director
Director
Date: October 28, 1997 Date: October 28, 1997
<PAGE>
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]
November 5, 1997 (202) 274-2000
Board of Directors
CBES Bancorp, Inc.
1001 North Jesse James Road
Excelsior Springs, Missouri 64024
Re: CBES Bancorp, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain
matters in connection with the offer and sale of CBES Bancorp,
Inc. (the "Company") common stock, par value $.01 per share (the
"Common Stock"), pursuant to the CBES Bancorp, Inc. 1997 Stock
Option and Incentive Plan and the CBES Bancorp, Inc. Recognition
and Retention Plan (the "Plans"). We have reviewed the Company's
Certificate of Incorporation, Registration Statement on Form S-8
(the "Form S-8"), as well as applicable statutes and regulations
governing the Company and the offer and sale of the Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock,
when sold in connection with the exercise of options granted
pursuant to the Plans, will be legally issued, fully paid
and non-assessable.
This opinion has been prepared solely for the use of the
Company in connection with the preparation and filing of the Form
S-8, and should not be used for any other purpose or relied upon
by any other person without the prior written consent of this
firm. We hereby consent to the use of this opinion in the Form
S-8.
Very truly yours,
/s/ Luse Lehman Gorman Pomerenk & Schick
LUSE LEHMAN GORMAN POMERENK & SCHICK
A Professional Corporation
<PAGE>
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Accountant's Consent
The Board of Directors
CBES Bancorp, Inc.:
We consent to incorporation by reference in the registration
statement on Form S-8 of our report dated September 12, 1997,
relating to the consolidated balance sheets of CBES Bancorp, Inc.
and subsidiaries as of June 30, 1997 and 1996, and the related
consolidated statements of stockholders' equity and cash flows
for each of the years in the three-year period ended June 30,
1997, which report appears in the June 30, 1997 annual report on
Form 10-KSB of CBES Bancorp, Inc.
/s/ KPMG Peat Marwick LLP
-----------------------------------
KPMG PEAT MARWICK LLP
Kansas City, Missouri
November 5, 1997
