As Filed with the Securities and Exchange Commission on May 29, 1998
Registration No. 333-
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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UNIFIED FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in charter)
DELAWARE 35-1797759
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
431 North Pennsylvania Street
Indianapolis, Indiana 46204-1873
(Address of principal executive offices) (Zip Code)
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UNIFIED FINANCIAL SERVICES, INC.
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
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TIMOTHY L. ASHBURN
431 North Pennsylvania Street
Indianapolis, Indiana
46204-1873
(Name and address of agent for service)
Telephone: (317) 634-3301
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Copy to:
DAVID F. MORRIS, ESQ.
Thompson Coburn
One Mercantile Center
St. Louis, Missouri 63101
(314) 552-6000
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Amount to be Proposed Maximum Proposed Maximum Aggregate
Title of Securities to Registered Offering Price Per Offering Price(1) Amount of Registration
be Registered Share(1) Fee
========================= =============== ========================= ============================= =========================
Common Stock, $.01 par 1,500,000 $0.92 $1,382,498 $407.84
value shares
========================= =============== ========================= ============================= =========================
(1) Estimated solely for purposes of computing the Registration Fee pursuant to
the provisions of Section 457(f), based upon the $964,961 aggregate book value
of the 1,046,976 shares of common stock, $0.01 par value, of the Registrant
issued and outstanding as of March 31, 1998.
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The undersigned Registrant hereby files this Registration Statement on
Form S-8 (the "Registration Statement") to register 1,500,000 shares of Unified
Financial Services, Inc. ("Unified" or the "Company") common stock, $0.01 par
value, for issuance to optionees under the Unified Financial Services, Inc. 1998
Stock Incentive Plan (the "Plan").
Item 3. Incorporation of Documents by Reference.
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The following documents filed by the Company with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 are incorporated
herein by reference:
(a) Unified's Annual Report on Form 10-KSB for the year ended December
31, 1997.
(b) Unified's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1998.
(c) Unified's Current Reports on Form 8-K dated January 14, 1998 and
January 29, 1998.
(d) The description of Unified's Common Stock set forth in Item 8 of
Unified's Registration Statement on Form 10-SB, dated May 30,
1997, as amended on Form 10-SB/A, dated December 19, 1997.
Such incorporation by reference shall not be deemed to incorporate by
reference the information referred to in Item 402(a)(8) of Regulation S-K.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 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 remaining unsold, shall be
deemed to be incorporated by reference herein and made a part hereof from the
date any such document is filed. The information relating to the Company
contained in this Registration Statement does not purport to be complete and
should be read together with the information in the documents incorporated by
reference herein. Any statement contained herein or in a document incorporated
herein by reference shall be deemed to be modified or superseded for purposes
hereof to the extent that a subsequent statement contained herein or in any
other subsequently filed document 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 hereof.
Where any document or part thereof is incorporated by reference in the
Registration Statement, the Company will provide without charge to each person
to whom a Prospectus with respect to the Plan is delivered, upon written or oral
request of such person, a copy of any and all of the information incorporated by
reference in the Registration Statement, excluding exhibits unless such exhibits
are specifically incorporated by reference.
Item 6. Indemnification of Directors and Officers.
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Section 145 of the DGCL provides generally that a Delaware corporation
may indemnify its directors and officers against expenses, judgments, fines and
settlements actually and reasonably incurred by them in connection with any
civil suit or action, except actions by or in the right of the corporation, or
any administrative or investigative proceeding if, in connection with the
matters in issue, they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interest of the corporation, and
in connection with any criminal suit or proceeding, if in connection with the
matters in issue, they had no reasonable cause to believe their conduct was
unlawful. Section 145 further permits a Delaware corporation to grant its
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directors and officers additional rights of indemnification through bylaw
provisions and otherwise and to purchase indemnity insurance on behalf of its
directors and officers.
Article 11 of the Certificate of Incorporation provides that a director
of the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL or (iv) for any transaction from which the director derived any
improper personal benefit.
The Company maintains a liability insurance policy that indemnifies
directors, officers, employees and agents of the Company.
Item 8. Exhibits.
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See Exhibit Index located at page 6 hereof.
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers and 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;
(iii) To include any material information with
respect to the plan of distribution previously disclosed in
the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
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.
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(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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
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 Lexington, State of Kentucky, on May
19, 1998.
UNIFIED FINANCIAL SERVICES, INC.
By /s/ Timothy L. Ashburn
Timothy L. Ashburn, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
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We, the undersigned officers and directors of Unified
Financial Services, Inc., hereby severally and individually constitute and
appoint Timothy L. Ashburn and Thomas G. Napurano, and each of them, the true
and lawful attorneys and agents of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and all
amendments to this Registration Statement on Form S-8 relating to the Unified
Financial Services, Inc. 1998 Stock Incentive Plan and all instruments necessary
or advisable in connection therewith and to file the same with the Securities
and Exchange Commission, each of said attorneys and agents to have the power to
act with or without the others and to have full power and authority to do and
perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any of the undersigned might or could do in person, and
we hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents or each of them to any and all such amendments and
instruments.
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.
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Signature Title Date
<S> <C> <C>
/s/ Timothy L. Ashburn Chairman of the Board, May 19, 1998
Timothy L. Ashburn President and Chief Executive
Principal Executive Officer Officer
/s/ Thomas G. Napurano Executive Vice President, Chief May 19, 1998
Thomas G. Napurano Financial Officer and Director
Principal Accounting & Financial Officer
/s/ Lynn E. Wood Director May 19, 1998
Lynn E. Wood
/s/ Weaver H. Gaines Director May 19, 1998
Weaver H. Gaines
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/s/ Jack R. Orben Director May 19, 1998
Jack R. Orben
/s/ Dr. Gregory W. Kasten Director May 19, 1998
Dr. Gregory W. Kasten
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EXHIBIT INDEX
Exhibit No.
4.1(a) Amended and Restated Certificate of Incorporation of the
Company filed as Exhibit 4.1(a) to the Company's Quarterly
Report on Form 10-QSB for the quarter ended September 30,
1997, is incorporated herein by reference.
4.1(b) Certificate of Designations, Preferences, and Relative
Rights, Qualifications and Restrictions of the Series A 8%
Cumulative Preferred Stock of the Company filed as Exhibit
4.1(b) to the Company's Quarterly Report on Form 10-QSB
for the quarter ended September 30, 1997, is incorporated
herein by reference.
4.1(c) Certificate of Designations, Preferences, and Relative
Rights, Qualifications and Restrictions of the Series B 8%
Cumulative Preferred Stock of the Company filed as Exhibit
4.1(c) to the Company's Quarterly Report on Form 10-QSB
for the quarter ended September 30, 1997, is incorporated
herein by reference.
4.1(d) Certificate of Designations, Preferences, and Relative
Rights, Qualifications and Restrictions of the Series C
6.75% Cumulative Convertible Preferred Stock of the
Company filed as Exhibit 4.1(d) to the Company's Quarterly
Report on Form 10-QSB for the quarter ended September 30,
1997, is incorporated herein by reference.
5.1 Opinion of Thompson Coburn as to the legality of the
securities being registered.
23.1 Consent of Thompson Coburn (included in Exhibit 5.1).
23.2 Consent of Larry E. Nunn & Associates, L.L.C.
24.1 Power of Attorney (included on signature page hereto).
99.1 Unified Financial Services, Inc. 1998 Stock Incentive
Plan filed as Annex A to the Company's Proxy Statement
for the Company's 1998 Annual Meeting, is incorporated
herein by reference.
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May 29, 1998
Unified Financial Services, Inc.
431 North Pennsylvania Street
Indianapolis, Indiana 46204-1873
Re: Form S-8-1,500,000 Shares of Unified Financial Services, Inc. Common
Stock, $0.01 Par Value
Ladies and Gentlemen:
We refer you to the Registration Statement on Form S-8 filed by Unified
Financial Services, Inc. (the "Company") on May 29, 1998 (the "Registration
Statement") with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended, pertaining to the proposed issuance by the
Company of up to 1,500,000 shares of the Company's common stock, $0.01 par value
(the "Shares"), for issuance to optionees under the Unified Financial Services,
Inc. 1998 Stock Incentive Plan (the "Plan"). In rendering the opinions set forth
herein, we have examined such corporate records of the Company, such laws and
such other information as we have deemed relevant, including the Company's
Amended and Restated Certificate of Incorporation and Bylaws, as amended and
currently in effect, the resolutions adopted by the Company's Board of Directors
and stockholders relating to the Plan, certificates received from state
officials and statements we have received from officers and representatives of
the Company. In delivering this opinion, we have assumed: the genuineness of all
signatures; the authenticity of all documents submitted to us as originals; the
conformity to the originals of all documents submitted to us as certified,
photostatic or conformed copies; the authenticity of the originals of all such
latter documents; and the correctness of statements submitted to us by officers
and representatives of the Company.
Based only on the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing under the laws of the State of Delaware; and
2. The Shares, when issued by the Company in accordance with the
Plan, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Thompson Coburn
Exhibit 23.2
[Letterhead of Larry E. Nunn & Associates, L.L.C.]
To the Board of Directors and Stockholders of
Unified Financial Services, Inc.:
We consent to the use of our report incorporated herein by reference in the Form
S-8 Registration Statement relating to the registration of 1,500,000 shares of
common stock of Unified Financial Services, Inc. pursuant to the Unified
Financial Services, Inc. 1998 Stock Incentive Plan.
Larry E. Nunn & Associates, L.L.C.
/s/ Richard Schultz
Richard E. Schultz
Member
Columbus, Indiana
May 29, 1998
