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As filed with the Securities and Exchange Commission on April 19, 1999
Registration No. 333-63515
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST CAPITAL, INC.
(Exact Name of Registrant as Specified in its Charter)
INDIANA 6035 35-2056949
(State of Incorporation) (Primary Standard Classification (IRS Employer
Code Number) Identification No.)
220 FEDERAL DRIVE, N.W.
CORYDON, INDIANA 47112
(812) 738-2198
(Address, including zip code, and telephone number including area code, of
registrant's principal executive offices)
FIRST FEDERAL BANK, A FEDERAL SAVINGS BANK 1994 STOCK OPTION PLAN
(AS ASSUMED BY FIRST CAPITAL, INC., EFFECTIVE DECEMBER 31, 1998)
(FULL TITLE OF THE PLANS)
COPIES TO:
JAMES G. PENDLETON ERIC S. KRACOV, ESQ.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE MULDOON, MURPHY & FAUCETTE LLP
OFFICER 5101 WISCONSIN AVENUE, N.W.
FIRST CAPITAL, INC. WASHINGTON, D.C. 20016
220 FEDERAL DRIVE, N.W. (202) 362-0840
CORYDON, INDIANA 47112
(812) 738-2198
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE,
INCLUDING AREA CODE)
<TABLE>
<CAPTION>
================================================================================================
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
TITLE OF CLASS OF ESTIMATED
SECURITIES TO BE PROPOSED AMOUNT PROPOSED PURCHASE AGGREGATE AMOUNT OF
REGISTERED TO BE REGISTERED 1 AMOUNT PER SHARE OFFERING PRICE 2 REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 51,298 SHARES 3 $7.83 4 $401,850 $111
$.01 PAR VALUE
================================================================================================
</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 FIRST FEDERAL BANK, A FEDERAL SAVINGS BANK 1994 STOCK OPTION PLAN (AS
ASSUMED BY FIRST CAPITAL, INC. EFFECTIVE DECEMBER 31, 1998) (THE "1994 PLAN")
AS THE RESULT OF A STOCK SPLIT, STOCK DIVIDEND OR SIMILAR ADJUSTMENT OF THE
OUTSTANDING COMMON STOCK OF FIRST CAPITAL, INC. PURSUANT TO 17 C.F.R. SECTION
230.416(A).
2 ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE.
3 PURSUANT TO 17 C.F.R. SECTION 230.457(H)(1), REPRESENTS THE TOTAL NUMBER OF
SHARES SUBJECT TO OPTIONS UNDER THE 1994 PLAN PRIOR TO ANY ADJUSTMENT AS
PERMITTED UNDER THE 1994 PLAN. THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE IMMEDIATELY UPON FILING IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") AND 17 C.F.R.
SECTION 230.462.
4 WEIGHTED AVERAGE PRICE DETERMINED BY THE AVERAGE EXERCISE PRICE OF $6.68 PER
SHARE AT WHICH OPTIONS FOR 24,337 SHARES HAVE BEEN GRANTED TO DATE UNDER THE
1994 PLAN AND BY $8.875 THE MARKET VALUE OF THE COMMON STOCK ON APRIL 6, 1999
AS DETERMINED BY THE MEAN BETWEEN THE CLOSING HIGH BID AND LOW ASKED
QUOTATION ON THE NASDAQ SMALLCAP MARKET AS REPORTED BY YAHOO FINANCE FOR
26,961 SHARES FOR WHICH OPTIONS HAVE NOT YET BEEN GRANTED UNDER THE 1994
PLAN.
NUMBER OF PAGES 24
EXHIBIT INDEX BEGINS ON PAGE 7
<PAGE> 2
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the 1994 Plan required
by Part I of the registration statement will be sent or given to the
participants in the 1994 Plan as specified by Rule 428(b)(1). Such documents are
not filed with the Securities and Exchange Commission (the "SEC") either as a
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Certain Documents by Reference
The following documents filed or to be filed with the SEC are
incorporated by reference in this registration statement:
(a) The 424(b) Prospectus (the "Prospectus") filed by the Registrant
(File No. 333-63515) with the SEC on November 30, 1998, which includes the
balance sheets of FIRST FEDERAL BANK, A FEDERAL SAVINGS BANK (the "Bank") as of
June 30, 1998 and 1997, and the related statements of income, stockholders'
equity, and cash flows for each of the years then ended June 30, 1998, together
with the related notes and the reports of Monroe Shine & Co., Inc., dated July
22, 1998.
(b) The Form 10-QSB report filed by the Registrant for the fiscal
quarter ended December 31, 1998 (File No. 000-25023), filed with the SEC on
February 16, 1999.
(c) The description of Registrant's common stock contained in
Registrant's Form 8- A12G (File No. 000-25023), as filed with the SEC, pursuant
to Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 12b-15 promulgated thereunder, on November 4, 1998 and declared effective
on November 12, 1998, as incorporated by reference from the Registrant's
Registration Statement on Form SB-2 (SEC No. 333-63515) as amended and declared
effective on November 12, 1998.
(d) All documents filed by the Registrant pursuant to Section 13(a) and
(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which deregisters all securities then
remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE
EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE 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 OF THIS REGISTRATION STATEMENT.
2
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ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the common stock offered hereby has been passed upon by
the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C. for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the Indiana Business
Corporation Law as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.
In accordance with the Indiana Business Corporation Law (being Title 23,
Article 1 Chapter 37 of the Indiana Code), the Registrant's Articles of
Incorporation provide as follows:
ARTICLE VII
INDEMNIFICATION
SECTION 7.01. GENERAL PROVISIONS. The corporation shall, to the fullest
extent to which it is empowered to do so by the Indiana Business Corporation Law
or any other applicable laws, as from time to time in effect, indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal, by
reason of the fact that he is or was a director, officer or employee of the
corporation, or who, while serving as such director, officer or employee of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
whether for profit or not, against expenses (including attorneys' fees),
judgments, settlements, penalties and fines (including excise taxes assessed
with respect to employee benefit plans) actually or reasonably incurred by him
in accordance with such action, suit or proceeding, if he acted in good faith
and in a manner he reasonably believed, in the case of conduct in his official
capacity, was in the best interest of the corporation, and in all other cases,
was not opposed to the best interests of the corporation, and with respect to
any criminal action or proceeding, he either had reasonable cause to believe his
conduct was lawful or no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order, settlement
or conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not meet the prescribed
standard of conduct.
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SECTION 7.02. INDEMNIFICATION AUTHORIZED. To the extent that a director,
officer or employee of the corporation has been successful, on the merits or
otherwise, in the defense of any action, suit or proceeding referred to in
Section 7.01 of this Article, or in the defense of any claim, issue or matter
therein, the corporation shall indemnify such person against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith. Any other indemnification under Section 7.01 of this Article (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case, upon a determination that indemnification of the director,
officer or employee is permissible in the circumstances because he has met the
applicable standard of conduct. Such determination shall be made (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not at the time parties to such action, suit or proceeding; or (b) if a
quorum cannot be obtained under subdivision (a), by a majority vote of a
committee duly designated by the board of directors (in which designation
directors who are parties may participate), consisting solely of two or more
directors not at the time parties to such action, suit or proceeding; or (c) by
special legal counsel: (I) selected by the board of directors or its committee
in the manner prescribed in subdivision (a) or (b), or (ii) if a quorum of the
board of directors cannot be obtained under subdivision (a) and a committee
cannot be designated under subdivision (b), selected by a majority vote of the
full board of directors (in which selection directors who are parties may
participate); or (d) by stockholders, but shares owned by or voted under the
control of directors who are at the time parties to such action, suit or
proceeding may not be voted on the determination.
Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection (c)
to select counsel.
SECTION 7.03. DEFINITION OF GOOD FAITH. For purposes of any determination
under Section 7.01 of this Article, a person shall be deemed to have acted in
good faith and to have otherwise met the applicable standard of conduct set
forth in Section 7.01 if his action is based on information, opinions, reports,
or statements, including financial statements and other financial data, if
prepared or presented by (a) one or more officers or employees of the
corporation or other enterprise whom he reasonably believes to be reliable and
competent in the matters presented; (b) legal counsel, public accountants,
appraisers or other persons as to matters he reasonably believes are within the
person's professional or expert competence; or (c) a committee of the board of
directors of the corporation or another enterprise of which the person is not a
member if he reasonably believes the committee merits confidence. The term
"another enterprise" as used in this Section 7.03 shall mean any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise of which such person is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent. The
provisions of this Section 7.03 shall not be deemed to be exclusive or to limit
in any way the circumstances in which a person may be deemed to have met the
applicable standards of conduct set forth in Section 7.01 of this Article.
SECTION 7.04. ADVANCEMENT OF EXPENSES. Expenses incurred in connection
with any civil or criminal action, suit or proceeding may be paid for or
reimbursed by the corporation in advance
4
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of the final disposition of such action, suit or proceeding, as authorized in
the specific case in the same manner described in Section 7.02 of this Article,
upon receipt of a written affirmation of the director, officer or employee's
good faith belief that he has met the standard of conduct described in Section
7.01 of this Article and upon receipt of a written undertaking on behalf of the
director, officer or employee to repay such amount if it shall ultimately be
determined that he did not meet the standard of conduct set forth in this
Article, and a determination is made that the facts then known to those making
the determination would not preclude indemnification under this Article.
SECTION 7.05. NON-EXCLUSIVITY. The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under these Articles of Incorporation,
the corporation's Bylaws, any resolution of the board of directors or
stockholders, any other authorization, whenever adopted, after notice, by a
majority vote of all voting stock then outstanding, or any contract, both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer or employee, and shall inure to the benefit of the heirs,
executors and administrators of such a person.
SECTION 7.06. VESTMENT OF RIGHTS. The right of any individual to
indemnification under this Article shall vest at the time of occurrence or
performance of any event, act or omission giving rise to any action, suit or
proceeding of the nature referred to in Section 7.01 of this Article and, once
vested, shall not later be impaired as a result of any amendment, repeal,
alteration or other modification of any or all of these provisions.
Notwithstanding the foregoing, the indemnification afforded under this Article
shall be applicable to all alleged prior acts or omissions of any individual
seeking indemnification hereunder, regardless of the fact that such alleged acts
or omissions may have occurred prior to the adoption of this Article. To the
extent such prior acts or omissions cannot be deemed to be covered by this
Article, the right of any individual to indemnification shall be governed by the
indemnification provisions in effect at the time of such prior acts or
omissions.
SECTION 7.07. INSURANCE. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against any liability asserted against or incurred by the
individual in that capacity or arising from the individual's status as a
director, officer, employee or agent, whether or not the corporation would have
power to indemnify the individual against the same liability under this Article.
SECTION 7.08. OTHER DEFINITIONS.
For purposes of this Article, serving an employee benefit plan at the
request of the corporation shall include any service as a director, officer or
employee of the corporation which imposes duties on, or involves services by
such director, officer or employee with respect to an employee benefit plan, its
participants, or beneficiaries. A person who acted in good faith and in a manner
he reasonably believed to be in the best interests of the participants and
beneficiaries of an
5
<PAGE> 6
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interest of the corporation" referred to in this Article.
For purposes of this Article, "party" includes any individual who is or
was a plaintiff, defendant or respondent in any action, suit or proceeding.
For purposes of this Article, "official capacity," when used with respect
to a director, shall mean the office of director of the corporation; and when
used with respect to an individual other than a director, shall mean the office
in the corporation held by the officer or the employment or agency relationship
undertaking by the employee or agent on behalf of the corporation. "Official
capacity" does not include service for any other foreign or domestic corporation
or any partnership, joint venture, trust, employee benefit plan, or other
enterprise, whether for profit or not, except as set forth in Section 7.01 of
this Article.
SECTION 7.09. BUSINESS EXPENSES. Any payments made to any indemnified
party under this Article under any other right of indemnification shall be
deemed to be an ordinary and necessary business expense of the corporation, and
payment thereof shall not subject any person responsible for the payment, or the
board of directors, to any action for corporate waste or to any similar action.
6
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).
3.1 Articles of Incorporation of First Capital, Inc.1
3.2 Bylaws of First Capital, Inc.1
4.0 FIRST FEDERAL BANK, A FEDERAL SAVINGS BANK 1994 Stock Option Plan
(as assumed by First Capital, Inc. effective 12/31/98).
5.0 Opinion of Muldoon, Murphy & Faucette LLP as to the legality of the
Common Stock registered hereby.
23.1 Consent of Muldoon, Murphy & Faucette LLP (contained in the opinion
included as Exhibit 5)
23.2 Consent of Monroe Shine & Co., Inc.
24 Powers of Attorney (contained on the signature pages).
- -----------------------
1 Incorporated herein by reference from Exhibits 3.1, 3.2, and 4.0
respectively, contained in the Registration Statement on Form SB-2 (SEC
No. 333-63515), as amended and declared effective by the SEC on
November 12, 1998.
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 unless the
information required by (I) and (ii) is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference into 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; and
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<PAGE> 8
(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.
(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; and
(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.
(4)That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act 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 trustees, 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 SEC such indemnification
is against public policy as expressed in such 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 trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, 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 such Act 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, as amended,
First Capital, Inc. 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 Corydon, State of Indiana, on April 19, 1999.
First Capital, Inc.
By:/s/ James G. Pendleton
---------------------------------------
James G. Pendleton
Chairman of the Board and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Pendleton) constitutes and appoints James G. Pendleton and
Mr. Pendleton hereby constitutes and appoints Samuel E. Uhl, as the true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to the Form S-8 registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully 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.
Name Title Date
---- ----- ----
/s/ James G. Pendleton Chairman of the Board and April 19, 1999
- -------------------------- Chief Executive Officer
James G. Pendleton
/s/ M. Chris Frederick Senior Vice President, April 19, 1999
- -------------------------- Chief Financial Officer and
M. Chris Frederick Treasurer (Principal Financial
and Accounting Officer)
<PAGE> 10
/s/ Mark D. Shireman Director April 19, 1999
- --------------------------
Mark D. Shireman
/s/ Dennis L. Huber Director April 19, 1999
- --------------------------
Dennis L. Huber
/s/ Samuel E. Uhl President, Chief Operating April 19, 1999
- -------------------------- Officer and Director
Samuel E. Uhl
/s/ Kenneth R. Saulman Director April 19, 1999
- --------------------------
Kenneth R. Saulman
/s/ John W. Buschemeyer Director April 19, 1999
- --------------------------
John W. Buschemeyer
/s/ Gerald L. Uhl Director April 19, 1999
- --------------------------
Gerald L. Uhl
<PAGE> 1
EXHIBIT 4
FIRST FEDERAL BANK, A FEDERAL SAVINGS BANK
1994 STOCK OPTION PLAN (AS ASSUMED BY
FIRST CAPITAL, INC. EFFECTIVE DECEMBER 31, 1998)
<PAGE> 2
FIRST FEDERAL BANK, A FEDERAL SAVINGS BANK
1994 STOCK OPTION PLAN
(AS ASSUMED BY FIRST CAPITAL, INC. EFFECTIVE DECEMBER 31, 1998)
SECTION 1. PURPOSE. The purposes of the First Federal Bank, A Federal Savings
Bank 1994 Stock Option Plan are to promote the interests of First Federal Bank,
A Federal Savings Bank, its Affiliates, and its stockholders by (i) attracting
and retaining exceptional executive personnel and other key employees of the
Bank and its Affiliates; (ii) motivating such employees by means of
performance-related incentives to achieve longer-range performance goals; and
(iii) enabling such employees to participate in the long-term growth and
financial success of the Bank.
SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall have the
meanings set forth below:
"Affiliate" means the Company or any present or future corporation that
would be a "parent" or "subsidiary" of the Bank as defined in Sections 424(f)
and (g), respectively, of the Code.
"Award" shall mean any grant of Options.
"Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.
"Bank" shall mean First Federal Bank, A Federal Savings Bank, Corydon,
Indiana.
"Board" shall mean the Board of Directors of the Bank.
"Change in Control" shall mean an event of a nature that: (i) would be
required to be reported in response to Item 1(a) of the current report on Form
8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the
Exchange Act; or (ii) results in a Change in Control of the Bank or the Company
within the meaning of the Home Owners' Loan Act of 1933 and the Rules and
Regulations promulgated by the Office of Thrift Supervision (or its predecessor
agency), as in effect on the date hereof; or (iii) without limitation, such a
Change in Control shall be deemed to have occurred at such time as (a) any
"person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Bank or the Company
representing 20% or more of the Bank's or the Company's outstanding securities
except for any securities purchased by the Bank's employee stock ownership plan
and trust; or (b) individuals who constitute the Board of the Bank or the
Company on the date hereof (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was approved by a vote of
at least three-quarters of the directors comprising the Incumbent Board, or
whose nomination for election by the Bank's or the Company's stockholders was
approved by the same Nominating Committee serving under an Incumbent Board,
shall be, for purposes of this clause (b), considered as though he were a member
of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation,
sale of all or substantially all the assets of the Bank or the Company or
similar transaction in which the Bank or Bank is not the resulting entity
occurs; or (d) a proxy statement shall be distributed soliciting proxies from
stockholders of the Bank or the Company, by someone other than the current
management of the Bank or the Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Bank or the Company with one or
more corporations as a result of which the outstanding shares of the class of
securities then subject to such plan or transaction are exchanged for or
converted into cash or property or securities not issued by the Bank or the
Company shall be distributed; or (e) a tender offer is made for 20% or more of
the voting securities of the Bank or the Company then outstanding.
Notwithstanding the foregoing, a "Change of Control" shall not include a
conversion of the Bank and the Company from the mutual holding company form of
organization to the stock form of organization, other than through a merger
conversion transaction.
<PAGE> 3
"Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.
"Committee" shall mean a committee of the Board designated by the Board to
administer the Plan and composed of not less than the minimum number of persons
from time to time required by Rule 16b-3, each of whom, to the extent necessary
to comply with Rule 16b-3 only, is a "disinterested person" within the meaning
of Rule 16b-3.
"Company" shall mean First Capital, Inc. M.H.C., together with any
successor thereto.
"Employee" shall mean an employee of the Bank.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"Fair Market Value" shall be determined as follows:
(a) If the Shares are traded on a national securities exchange at the
time of grant of the Award, then the Fair Market Value shall be the
average of the highest and lowest selling price on such exchange on
the date such Award is granted or, if there were no sales on such
date, then on the next prior business day on which there was a sale.
(b) If the Shares are not listed on a national securities exchange at
the time of the grant of the Award, then the Fair Market Value shall
be the mean between the closing high bid and low asked quotation
with respect to a Share on such date on the Nasdaq Stock Market.
(c) If the Shares are not traded on a national securities exchange or
quoted on the Nasdaq Stock Market at the time of the grant of the
Award, then the Fair Market Value shall be the average bid price per
Share as reported by any two brokerage companies, as designated by
the Board of Directors prior to obtaining any bid prices per Share,
for the last five business days immediately preceding the date of
grant.
(d) If the Shares are not traded on a national securities exchange or
quoted on the Nasdaq Stock Market, and there are not at least two
brokerage companies reporting a bid price per Share on the date of
grant of the Award, then the Fair Market Value shall be a value
determined by the Committee in good faith on such basis as it deems
appropriate.
"Incentive Stock Option" shall mean a right to purchase Shares from the
Bank that is granted under Section 6 of the Plan and that is intended to meet
the requirements of Section 422 of the Code or any successor provision thereto.
"Non-Qualified Stock Option" shall mean a right to purchase Shares from
the Bank that is granted under Section 6 of the Plan and that is not intended to
be an Incentive Stock Option.
"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.
"Participant" shall mean any Employee selected by the Committee to receive
an Award under the Plan.
"Person" shall mean any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government or political
subdivision thereof or other entity.
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"Plan" shall mean the First Federal Bank, A Federal Savings Bank 1994
Stock Option Plan.
"Rule 16b-3" shall mean Rule 16b-3 as promulgated and interpreted by the
SEC under the Exchange Act, or any successor rule or regulation thereto as in
effect from time to time.
"SEC" shall mean the Securities and Exchange Commission or any successor
thereto and shall include the staff thereof.
"Shares" shall mean common shares of the Bank, or such other securities of
the Bank as may be designated by the Committee from time to time.
"Ten Percent Stockholder" shall mean any stockholder who, at the time an
Incentive Stock Option is granted to such stockholder, owns (within the meaning
of Section 424(d) of the Code) more than ten percent of the voting power of all
classes of stock of the Bank.
SECTION 3. ADMINISTRATION.
(a) The Plan shall be administered by the Committee. Subject to the terms
of the Plan and applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to an eligible Employee; (iii) determine the
number of Shares to be covered by, or with respect to which payments, rights, or
other matters are to be calculated in connection with, Awards; (iv) determine
the terms and conditions of any Award; (v) determine whether, to what extent,
and under what circumstances Awards may be settled or exercised in cash, Shares,
other securities, other Awards or other property, or canceled, forfeited, or
suspended; (vi) determine whether, to what extent, and under what circumstances
cash, Shares, other securities, other Awards, other property, and other amounts
payable with respect to an Award shall be deferred either automatically or at
the election of the holder thereof or of the Committee; (vii) interpret and
administer the Plan and any instrument or agreement relating to, or Award made
under, the Plan; (viii) establish, amend, suspend, or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (ix) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan.
(b) Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Bank, and Participant, any holder or beneficiary of any
Award, any shareholder and any Employee.
SECTION 4. SHARES AVAILABLE FOR AWARDS.
(a) SHARES AVAILABLE. Subject to adjustment as provided in Section 4(b),
the number of Shares with respect to which Awards may be granted under the Plan
shall be 20,000. If, after the effective date of the Plan, any Shares covered by
an Award granted under the Plan, or to which such an Award relates, are
forfeited, or if an Award otherwise terminates or is canceled without the
delivery of Shares, then the Shares covered by such Award, or to which such
Award relates, or the number of Shares otherwise counted against the aggregate
number of Shares with respect to which Awards may be granted, to the extent of
any such settlement, forfeiture, termination or cancellation, shall again be, or
shall become, Shares with respect to which Awards may be granted, to the extent
permissible under Rule 16b-3. In the event that any Option is exercised through
the delivery of Shares, the number of Shares available for Awards under the plan
shall be increased by the number of Shares surrendered, to the extent
permissible under Rule 16b-3.
(b) ADJUSTMENTS. In the event that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
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<PAGE> 5
consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares or other securities of the Bank, issuance of warrants or other rights to
purchase Shares or other securities of the Bank, or other similar corporate
transaction or event affects the Shares such that an adjustment is necessary in
order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall
proportionately adjust any or all (as necessary) of (i) the number of Shares or
other securities of the Bank (or number and kind of other securities or
property) with respect to which Awards may be granted, (ii) the number of Shares
or other securities of the Bank (or number and kind of other securities or
property) subject to outstanding Awards, and (iii) the grant or exercise price
with respect to any Award; provided, in each case, that with respect to Awards
of Incentive Stock Option no such adjustment shall be authorized to the extent
that such authority would cause the Plan to violate Section 422(b)(1) of the
Code, as from time to time amended. In the event that the Bank converts to stock
form through the formation of a stock holding company or otherwise
("Conversion"), other than through a merger conversion, any Options outstanding
pursuant to an Award, to the extent such Options are not exercised prior to the
Conversion, shall be converted into options for common stock of the successor
stock holding company or bank with appropriate adjustments to the number of
shares or price of such option; provided, however, that, with respect to Awards
of Incentive Stock Options, such exchange and any adjustments related to the
exchange shall be authorized only to the extent consistent with Section
422(b)(1) of the Code, as from time to time amended.
(c) SOURCES OF SHARES. Any Shares delivered pursuant to an Award may
consist, in whole or in part, of authorized and unissued Shares or of treasury
Shares.
SECTION 5. ELIGIBILITY. An Employee, including any officer or employee-director
of the Bank, who is not a member of the Committee, shall be eligible to be
designated a Participant.
SECTION 6. OPTIONS
(a) GRANT. Subject to the provisions of the Plan, the Committee shall have
sole and complete authority to determine the Employees to whom Options shall be
granted, the number of Shares to be covered by each Option, the option price
therefor and the conditions and limitations applicable to the exercise of the
option. The Committee shall have the authority to grant Incentive Stock Options,
or to grant Non-Qualified Stock Options, or to grant both types of options. In
such case of Incentive Stock Options, the terms and conditions of such grants
shall be subject to and comply with such rules as may be prescribed by Section
422 of the Code, as from time to time amended, and any regulations implementing
such statute, including without limitation, the requirements of Code Section
422(d), which limits the aggregate fair market value of Shares of which
Incentive Stock Options are exercisable for the first time to $100,000 per
calendar year. Each provision of the Plan and of each written option agreement
relating to an Option designated an Incentive Stock Option shall be construed so
that such Option qualifies as an Incentive Stock Option, and any provision that
cannot be so construed shall be disregarded.
(b) EXERCISE PRICE. The Committee shall establish the exercise price at
the time each Option is granted, which price shall not be less than 100% of the
per Share Fair Market Value on the date of grant. Notwithstanding any provision
contained herein, in the case of an Incentive Stock Option, the exercise price
at the time such Incentive Stock Option is granted to any Employee who, at the
time of such grant, is a Ten Percent Stockholder, shall not be less than 110% of
the per Share Fair Market Value on the date of grant.
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<PAGE> 6
(c) EXERCISE. Each Option shall be exercisable at such time and subject to
such terms and conditions as the Committee may, in its sole discretion, specify
in the applicable Award Agreement or thereafter; provided, in the case of an
Incentive Stock Option, a Participant may not exercise such Incentive Stock
Option after the earlier of (i) the date which is ten years (five years in the
case of a Participant who is a Ten Percent Stockholder) on which such Incentive
Stock Option is granted, or (ii) the date which is three months (twelve months
in the case of a Participant who becomes disabled, as defined in Section
22(e)(3) of the Code, or who dies) after the date on which he ceases to be an
employee of the Bank. The Committee may impose such conditions with respect to
the exercise of Options, including without limitation, any relating to the
application of federal or state securities laws, as it may deem necessary or
advisable. The Committee shall have the right to accelerate the exercisability
of any Option or outstanding Options in its discretion.
(d) PAYMENT. No Shares shall be delivered pursuant to any exercise of an
Option until payment in full of the option price therefor is received by the
Bank. Such payment may be made in cash or its equivalent, or, if and to the
extent permitted by the Committee, by exchanging Shares owned by the optionee
(which are not the subject of any pledge or other security interest), or by a
combination of the foregoing, provided that the combined value of all cash and
cash equivalents and the Fair Market Value of any such Shares so tendered to the
Bank as of the date of such tender is at least equal to such option price.
(e) EFFECT OF A CHANGE IN CONTROL. In the event of a Change in Control,
all then outstanding Options, will become 100% vested and exercisable as of the
Change in Control. If, in connection with or as a consequence of a Change in
Control, the Bank or the Company is merged into or consolidated with another
corporation, or if the Bank or the Company sells or otherwise disposes of
substantially all of its assets to another corporation, then unless provisions
are made in connection with such transaction for the continuance of the Plan
and/or the assumption or substitution of then outstanding Options with new
options covering the stock of the successor corporation, or parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and
prices, such Options shall be canceled as of the effective date of the merger,
consolidation, or sale and the Participant shall be paid in cash an amount equal
to the difference between the Fair Market Value of the Shares subject to the
Options as of the effective date of the corporate event and the exercise price
of the Options, as appropriate.
SECTION 7. AMENDMENT AND TERMINATION.
(a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement, including for these purposes any
approval requirement which is a prerequisite for exemptive relief from Section
16(b) of the Exchange Act for which or with which the Board deems it necessary
or desirable to qualify or comply.
(b) AMENDMENTS TO AWARDS. Except as provided under Section 3, the
Committee may waive any conditions or rights under, amend any terms of, or
alter, suspend, discontinue, cancel or terminate, any Award theretofore granted,
prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would
impair the rights of any Participant or any holder or beneficiary of any Award
theretofore granted shall not to that extent be effective without the consent of
the affected Participant, holder or beneficiary.
(c) CANCELLATION. Any provision of this Plan or any Award Agreement to the
contrary notwithstanding, the Committee may cause any Award of Options granted
hereunder to be canceled in consideration of the granting to the holder of an
alternative Award of Options having a Fair Market Value equal to the Fair Market
Value of such canceled Award.
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<PAGE> 7
SECTION 8. GENERAL PROVISIONS.
(a) NONTRANSFERABILITY.
(i) Each Award, and each right under any Award, shall be exercisable
only by the Participant's lifetime, or, if permissible under applicable law, by
the Participant's guardian or legal representative or a transferee receiving
such Award pursuant to a qualified domestic relations order ("QDRO"), as
determined by the Committee.
(ii) No Award may be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by a Participant otherwise than by will or
by the laws of descent and distribution or pursuant to a QDRO, and any such
purported assignment, alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against the Company; provided that
the designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.
(b) NO RIGHTS TO AWARDS. No Employee, Participant or other Person shall
have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with respect
to each recipient.
(c) SHARE CERTIFICATES. All Shares or other securities of the Bank
delivered under the Plan pursuant to any Award or the exercise thereof shall be
subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the Plan or the rules, regulations, and other requirements
of the SEC, any stock exchange or national securities association upon which
such Shares or other securities are then listed, and any applicable Federal or
state laws, and the Committee may cause a legend or legends to be put on any
certificates representing such Shares or other securities to make appropriate
reference to such restrictions.
(d) DELEGATION. Subject to the terms of the Plan and applicable law, the
Committee may delegate to one or more officers or managers of the Bank, or to a
committee of such officers or managers, the authority, subject to such terms and
limitations as the Committee shall determine, to grant Awards to, or to cancel,
modify or waive rights with respect to, or to alter, discontinue, suspend, or
terminate Awards held by, Employees who are not officers or directors of the
Bank for purposed of Section 16 of the Exchange Act, or any successor section
thereto, or who are otherwise not subject to such Section.
(e) WITHHOLDING. A Participant may be required to pay to the Bank and the
Bank shall have the right and is hereby authorized to withhold from any Award,
from any payment due or transfer made under any Award or from any compensation
or other amount owing to a Participant the amount of any applicable withholding
taxes in respect of an Award, its exercise, or any payment or transfer under an
Award and take such other action as may be necessary in the opinion of the Bank
to satisfy all obligations for the payment of such taxes. With respect to
Participants who are not subject to Section 16 of the Exchange Act, the
withholding may be in the form of cash, Shares, or other property as the
Committee may allow. With respect to Participants who are subject to Section 16
of the Exchange Act, the withholding shall be in cash or in any other property
permitted by Rule 16b-3 as the Committee may allow. The Committee may, in its
sole discretion, provide for additional cash payments to holders of Awards to
defray or offset any tax arising from the grant, vesting, exercise or payments
of any Award.
(f) AWARD AGREEMENTS. Each Award hereunder shall be evidenced by an Award
Agreement which shall be delivered to the Participant and shall specify the
terms and conditions of the Award and any rules applicable thereto.
(g) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the
Plan shall prevent the Bank from adopting or continuing in effect other
compensation arrangements, which may, but need not, provide for the grant of
options, restricted stock, Shares and other types of Awards provided for
hereunder (subject to
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<PAGE> 8
shareholder approval if such approval is required), and such arrangements may be
either generally applicable or applicable only in specific cases.
(h) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of the Bank.
Further, the Bank may at any time dismiss a Participant from employment, free
from any liability or any claim under the Plan, unless otherwise expressly
provide in the Plan or in any Award Agreement.
(i) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
Award, no Participant or holder or beneficiary of any Award shall have any
rights as a stockholder with respect to any Shares to be distributed under the
Plan until he or she has become the holder of such Shares.
(j) GOVERNING LAW. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of the State of Indiana.
(k) SEVERABILITY. If any provisions of the Plan or any Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as
to any Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.
(l) OTHER LAWS. The Committee may refuse to issue or transfer any Shares
or other consideration under an Award if, acting in its sole discretion, it
determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the Bank
to recovery under Section 16(b) of the Exchange Act, and any payment tendered to
the Bank by a Participant, other holder or beneficiary in connection with the
exercise of such Award shall be promptly refunded to the relevant Participant,
holder or beneficiary. Without limiting the generality of the foregoing, no
Award granted hereunder shall be construed as an offer to sell securities of the
Bank, and no such offer shall be outstanding, unless and until the Committee in
its sole discretion has determined that any such offer, if made, would be in
compliance with all applicable requirements of the U.S. federal securities laws.
(m) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Bank and a Participant or any other Person. To the
extent that any Person acquires a right to receive payments from the Bank
pursuant to an Award, such rights shall be no greater than the right of any
unsecured general creditor of the Bank.
(n) RULE 16B-3 COMPLIANCE. With respect to persons subject to Section 16
of the Exchange Act, transactions under this Plan are intended to comply with
all applicable terms and conditions of Rule 16b-3 and any successor provisions.
To the extent that any provision of the Plan or action by the Committee fails to
so comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.
(o) HEADINGS. Heading are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
(p) NO IMPACT ON BENEFITS. Unless specifically provided under any other
benefit plan of the Bank or its Affiliates, Awards shall not be treated as
compensation for purposes of calculating an Employee's rights under such benefit
plans.
(q) INDEMNIFICATION. Each person who is or shall have been a member of the
Committee or of the Board shall be indemnified and held harmless by the Bank
against and from any loss, cost, liability, or expense that
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<PAGE> 9
may be imposed upon or reasonably incurred by him in connection with or
resulting from any claim, action, suit, or proceeding to which he may be made a
party or in which he may be involved by reason of any action taken or failure to
act under the Plan and against and from any and all amounts paid by him in
settlement thereof, with the Bank's approval, or paid by him in satisfaction of
any judgement in any such action, suit, or proceeding against him, provided he
shall give the Bank an opportunity, at its own expense, to handle and defend the
same before he undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall not be exclusive and shall be
independent of any other rights of indemnification to which such persons may be
entitled under the Bank's articles of incorporation or bylaws, by contract, as a
matter of law, or otherwise.
SECTION 9. TERM OF THE PLAN.
(a) EFFECTIVE DATE. The Plan shall be effective as of the date of
adoption by the Board.
(b) EXPIRATION DATE. The Plan shall terminate on and no Award shall be
granted under the Plan after the tenth anniversary of the effective date
thereof. Unless otherwise expressly provided in the Plan or in an applicable
Award Agreement, any Award granted hereunder may, and the authority of the Board
or the Committee to amend, alter, adjust, suspend, discontinue, or terminate any
such Award or to waive any conditions or rights under any such Award shall,
continue after the tenth anniversary of the effective date of the effective
date.
(c) SHAREHOLDER APPROVAL. Notwithstanding anything herein to the contrary,
this Plan and all Awards granted under the Plan shall automatically terminate
and shall be of no further force or effect in the event that the stockholders of
the Bank do not approve this Plan within 12 months of the effective date of the
Plan.
ATTEST: FIRST FEDERAL BANK, A FEDERAL SAVINGS BANK
/s/ Ruth J. Harbaugh By:/s/ James G. Pendleton
- ------------------------- -------------------------------------
Secretary James G. Pendleton
President and Chief Executive Officer
As Adopted by the Board of Directors on July 14, 1994.
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EXHIBIT 5
OPINION OF MULDOON, MURPHY & FAUCETTE LLP
AS TO THE LEGALITY OF THE COMMON STOCK REGISTERED HEREBY
<PAGE> 2
April 19, 1999
Board of Directors
First Capital, Inc.
220 Federal Drive, N.W.
Corydon, Indiana 47112
Re: FIRST FEDERAL BANK, A FEDERAL SAVINGS BANK 1994 Option Plan (as
assumed by First Capital, Inc. effective 12/31/98)
Ladies and Gentlemen:
We have been requested by First Capital, Inc. (the "Company") to issue a
legal opinion in connection with the registration under the Securities Act of
1933 on Form S-8 of 51,298 shares of the Company's Common Stock, par value $.01
per share (the "Shares"), that may be issued under the FIRST FEDERAL BANK, A
FEDERAL SAVINGS BANK 1994 Option Plan (as assumed by First Capital, Inc.
effective 12/31/98).
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity of the originals of all documents supplied to us as copies, and (iv)
the accuracy and completeness of all corporate records and documents and of all
certificates and statements of fact, in each case given or made available to us
by the Company or its subsidiary.
Based on the foregoing, it is our opinion that the Shares reserved under
the Plan have been duly authorized and upon payment for and issuance of the
Shares in the manner described in the Plan, will be legally issued, fully paid
and nonassessable.
This opinion is rendered to you solely for your benefit in connection with
the issuance of the Shares as described above. This opinion may not be relied
upon by any other person or for any other purpose, and it should not be quoted
in whole or in part or otherwise referred to or be furnished to any governmental
agency (other than the Securities and Exchange Commission in connection with the
aforementioned registration statement on Form S-8 in which this opinion is
contained) or any other person or entity without the prior written consent of
this firm.
<PAGE> 3
Board of Directors
April 19, 1999
Page 2
We hereby consent to the filing of this opinion as an exhibit to, and the
reference to this firm in, the Company's registration statement on Form S-8.
Very truly yours,
/s/ Muldoon, Murphy & Faucette LLP
MULDOON, MURPHY & FAUCETTE LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF MONROE SHINE & CO., INC.
<PAGE> 2
EXHIBIT 23.2
CONSENT OF MONROE SHINE & CO., INC.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of First Capital, Inc. of our report dated July 22, 1998, relating to
the financial statements of First Federal Bank, A Federal Savings Bank which
were filed with the Securities and Exchange Commission as part of the First
Capital, Inc. prospectus filed as part of the First Capital, Inc. Registration
Statement on Form SB-2 as amended (File No. 333-63515).
/s/ Monroe Shine & Co., Inc.
New Albany, Indiana
April 19, 1999
