As filed with the Securities and Exchange Commission on October 29, 1999
Registration No. 333-_______
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UNITED STATES
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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CGB&L FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 37-1374123
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
229 East South Street
Cerro Gordo, Illinois 61818
(Address of principal executive offices, including zip code)
CGB&L FINANCIAL GROUP, INC.'S 1999 STOCK OPTION
AND INCENTIVE PLAN
(Full title of the plan)
WITH A COPY TO:
MARALYN F. HECKMAN JANICE M. POWELL
PRESIDENT AND CHIEF EXECUTIVE OFFICER HOWARD & HOWARD ATTORNEYS, P.C.
229 EAST SOUTH STREET ONE TECHNOLOGY PLAZA
P.O. BOX 680 211 FULTON STREET, SUITE 600
CERRO GORDO, ILLINOIS 61818 PEORIA, ILLINOIS 61602
(Name and address of agent for service) (309) 672-1483
(217) 763-2911
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================= =============== ================ ================ ==================
Proposed Proposed
maximum maximum
Amount offering price aggregate Amount of
to be per share offering price registration fee
Title of Securities to be Registered registered(1) (2) (2)
- ------------------------------------------------- --------------- ---------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 9,900 $9.75 $96,525 $26.84
================================================= =============== ================ ================ ==================
</TABLE>
(1) Plus, pursuant to Rule 416, an indeterminate number of additional shares as
may be issuable in the event of an adjustment as a result of an increase in the
number of issued shares of Registrant's Common Stock resulting from a
subdivision of such shares, the payment of stock dividends or certain other
capital adjustments as provided in the above-referenced Stock-Based Incentive
Plan.
(2) This is the exercise price per share and is the appropriate price pursuant
to Rule 457(h).
Page 1 of 9 Pages
The Exhibit Index Appears on Page 7
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (File No. 000-24793) are
incorporated in this Registration Statement by reference:
(1) the Registrant's Annual Report on Form 10-K for the year ended
March 31, 1999;
(2) all other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
March 31, 1999;
(3) the Registrant's definitive Proxy Statement dated July 6, 1999
relating to its 1999 Annual Meeting of Stockholders; and
(4) the description of Registrant's Common Stock, $.01 par value
which is contained in Registrant's Form 8-A (File No. 000-24793) filed with the
Commission on August 12, 1998, including any amendments or reports filed for the
purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In accordance with the General Corporation Law of the State of
Delaware (being Chapter 1 of Title 8 of the Delaware Code), Articles XII and
XIII of the Registrant's Certificate of Incorporation provide as follows:
Article XII
Each person who is or was a director or officer of the Corporation
and each person who is or was a director of officer of the Corporation and
serves or served at the request of the Corporation as a director or officer of
another enterprise, shall be indemnified by the Corporation in accordance with,
and to the fullest extent authorized by, the General Corporation Law of the
State of Delaware as it may be in effect from time to time.
2
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In addition to any affirmative vote which may be otherwise required,
the affirmative vote of the holders of all of the classes of stock of the
Corporation generally entitled to vote in the election of director, considered
for purposes of this Article XII as one class, shall be required to amend, alter
or repeal in any respect, or adopt any provision inconsistent with, this Article
XII.
Article XIII
No person who was at any time a director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for any breach of fiduciary duty by such persons as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is hereafter amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
In addition to any affirmative vote which may be otherwise required,
the affirmative vote of the holders of at least eighty percent (80%) of the
outstanding shares of all classes of stock of the Corporation generally entitled
to vote in the election of directors, considered for purposes of this Article
XIII as one class, shall be required to amend, alter or repeal in any respect,
or adopt any provision inconsistent with, this Article XIII.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits filed herewith or incorporated by reference herein are
set forth in the Exhibit index filed as part of this Registration Statement on
page 9 hereof.
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:
3
<PAGE>
(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 not 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, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
period reports filed by the Registrant pursuant to Section 13 or 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.
(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.
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.
4
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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 at Cerro Gordo, State of Illinois, on October 13, 1999.
CGB&L FINANCIAL GROUP, INC.
(Registrant)
By: /s/ Maralyn F. Heckman
-----------------------------------------
Maralyn F. Heckman
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Maralyn F.
Heckman, as such person's true and lawful attorney to execute in the name of
each such person, and to file, any amendments to this registration statement
that such attorney may deem necessary or desirable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules, regulations,
and requirements of the Securities and Exchange Commission with respect thereto,
in connection with the registration of the shares of Common Stock, which
amendments may make such changes in such Registration Statement as the
above-named attorney deems appropriate, and to comply with the undertakings of
the Registrant made in connection with this Registration Statement; and each of
the undersigned hereby ratifies all that said attorney will do or cause to be
done by virtue hereof.
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.
Signature Title Date
--------- ----- ----
/s/ Maralyn F. Heckman President, Chief Executive October 13, 1999
- ------------------------ Officer, Chief Financial Officer
Maralyn F. Heckman and Director (Principal Executive
Officer, Principal Accounting
and Financial Officer)
/s/ John S. Sochor Chairman of the Board and October 13, 1999
- ------------------------ Director
John S. Sochor
/s/ Lester W. Crandall Director October 13, 1999
- ------------------------
Lester W. Crandall
5
<PAGE>
/s/ C. Russell York Director October 13, 1999
- ------------------------
C. Russell York
/s/ Noel R. Buckley Director October 13, 1999
- ------------------------
Noel R. Buckley
/s/ Larry D. Gaitros Director October 13, 1999
- ------------------------
Larry D. Gaitros
/s/ Dale C. Born Director October 13, 1999
- ------------------------
Dale C. Born
6
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EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------ ----------- -------------
5.1 Opinion of Howard & Howard Attorneys, 10
P.C.
23.1 Consent of Olive LLP. 11
23.2 Consent of Howard & Howard Attorneys,
P.C. (contained in their opinion filed as
Exhibit 5).
24 Powers of Attorney (contained on the
signature pages hereto).
7
EXHIBIT 5.1
[HOWARD & HOWARD ATTORNEYS, P.C. LETTERHEAD]
October 28, 1999
SECURITIES AND EXCHANGE COMMISSION
Filing Desk -- Stop 1-4
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20569-1004
RE: CGB&L FINANCIAL GROUP, INC. -- REGISTRATION OF 9,900 SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE, ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to CGB&L Financial Group, Inc., Delaware
corporation (the "Company"), in connection with the Company's filing of a
Registration Statement on Form S-8 (the "Registration Statement") covering 9,900
shares of Common Stock, $.01 par value share (the "Common Stock"), to be issued
pursuant to the CGB&L Financial Group, Inc. 1999 Stock-based Incentive Plan (the
"Plan").
In this connection, we have made such investigation and have
examined such documents as we have deemed necessary in order to enable us to
render the opinion contained herein.
Based upon the foregoing, it is our opinion that those shares of
Common Stock covered by the Registration Statement that are originally issued in
accordance with the terms of the Plan and as contemplated in the Registration
Statement and the Prospectus relating thereto, will, when so issued, be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
VERY TRULY YOURS,
HOWARD & HOWARD ATTORNEYS, P.C.
/s/ Theodore Eissfeldt
THEODORE EISSFELDT
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference, in Registration Statement
on Form S-8 to be filed on behalf of CGB&L Financial Group, Inc., of our report
dated April 12, 1999, on the consolidated financial statements of CGB&L
Financial Group, Inc. for the year ended March 31, 1999, which report is
incorporated in the Annual Report on Form 10-K of CGB&L Financial Group, Inc.
/s/ Olive LLP
Decatur, Illinois
October 28, 1999
