<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on
October 21, 1999
Registration No. 333-72371
================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8 TO FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________________________
KENTUCKY NATIONAL BANCORP, INC.
______________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
INDIANA 61-1345603
- ------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 NORTH DIXIE AVENUE
ELIZABETHTOWN, KENTUCKY 42701
-----------------------------------------
(Address of Principal Executive Offices)
KENTUCKY NATIONAL BANCORP, INC. ORGANIZATIONAL STOCK OPTION
AND INCENTIVE PLAN
-----------------------------------------------------------
(Full Title of the Plan)
RONALD J. PENCE, PRESIDENT
KENTUCKY NATIONAL BANCORP, INC.
1000 NORTH DIXIE AVENUE
ELIZABETHTOWN, KENTUCKY 42701
--------------------------------------------------------
(Name and Address of Agent for Service)
(270) 737-6000
-----------------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
COPIES TO:
James C. Stewart, Esquire
Daniel L. Hogans, Esquire
Housley Kantarian & Bronstein, P.C.
1220 19th Street, N.W., Suite 700
Washington, D.C. 20036
(202) 822-9611
________________________________________
Note. This Post-Effective Amendment No.1 on Form S-8 to
the Registrant's Registration Statement on Form S-4 as
originally filed with the SEC on February 12, 1999, Commission
File No. 333-72371 relates to 16,000 previously registered
shares of the Registrant's common stock, $.01 par value per
share (the "Common Stock"), to be issued under the Kentucky
National Bancorp, Inc. Organizational Stock Option and Incentive
Plan.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
AUTOMATICALLY UPON THE DATE OF FILING, IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933.
================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
- ------
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
- ------ INFORMATION*
*This Registration Statement relates to the registration
of 16,000 shares of Common Stock, $.01 par value per share, of
Kentucky National Bancorp, Inc. (the "Company") reserved for
issuance and delivery under the Company's Organizational Stock
Option and Incentive Plan (the "Stock Option Plan"). Documents
containing the information required by Part I of this
Registration Statement will be sent or given to participants in
the Stock Option Plan as specified by Rule 428(b)(1). Such
documents are not filed with the Securities and Exchange
Commission either as 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 Company is subject to the informational requirements
of the Securities Exchange Act of 1934 and, accordingly, files
periodic reports and other information with the SEC. Reports,
proxy statements and other information concerning the Company
filed with the SEC may be inspected and copies may be obtained
(at prescribed rates) at the SEC's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. SEC
also maintains a Web site that contains reports, proxy and
information statements and other information regarding
registrants that file electronically with the SEC, including the
Company. The address for the SEC's Web site is
"http://www.sec.gov".
The following documents are incorporated by reference in
this Registration Statement:
(a) The Company's Special Financial Report on Form
10-KSB for the year ended December 31, 1998 (Commission File No.
333-72371);
(b) The Company's Quarterly Reports on Form 10-QSB
for the quarters ended March 31 and June 30, 1999 (Commission
File No. 333-72371);
ALL DOCUMENTS FILED BY THE COMPANY AND THE STOCK OPTION
PLAN PURSUANT TO SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AFTER THE DATE
HEREOF 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 OF
SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
- ------
The Company is authorized to issue 5,000,000 shares of the
common stock, $0.01 par value per share (the "Common Stock"),
and 1,000,000 shares of preferred stock, $0.01 par value per
share (the "Serial Preferred Stock"). The Company issued
240,000 shares of Common Stock and no shares of the Serial
Preferred Stock in the Company reorganization. Each share of
Common Stock has the same relative rights as, and will be
identical in all respects with, each other share of Common
Stock. THE COMMON STOCK REPRESENTS NONWITHDRAWABLE CAPITAL AND
IS NOT INSURED BY THE FDIC, OR ANY OTHER GOVERNMENT AGENCY.
<PAGE>
<PAGE>
COMMON STOCK.
Voting Rights. Each share of the Common Stock has the
same relative rights and is identical in all respects with every
other share of the Common Stock. The holders of the Common
Stock possess exclusive voting rights in the Company, except to
the extent that shares of Serial Preferred Stock issued in the
future may have voting rights, if any. Each holder of the
Common Stock is entitled to only one vote for each share held of
record on all matters submitted to a vote of holders of the
Common Stock and is not permitted to cumulate their votes in
elections of the Holding Company's directors. The voting rights
of shares beneficially owned by any person in excess of 10% of
shares outstanding will be limited to 1/100th of a vote unless
the acquisition has previously been approved by the Continuing
Directors (as defined below).
Liquidation. In the unlikely event of the complete
liquidation or dissolution of the Company, the holders of the
Common Stock will be entitled to receive all assets of the
Company available for distribution in cash or in kind, after
payment or provision for payment of (i) all debts and
liabilities of the Company; (ii) any accrued dividend claims;
and (iii) liquidation preferences of any Serial Preferred Stock
which may be issued in the future.
Dividends. From time to time, dividends may be declared
and paid to the holders of the Common Stock, who will share
equally in any such dividends.
Restrictions on Acquisition of the Common Stock. See
"Certain Anti-Takeover Provisions" for a discussion of the
limitations on acquisition of shares of the Common Stock.
Other Characteristics. Holders of the Common Stock will
not have preemptive rights with respect to any additional shares
of capital stock which may be issued. Therefore, the board of
directors may sell shares of capital stock of the Company
without first offering such shares to existing shareholder. The
Common Stock is not subject to call for redemption, and the
outstanding shares of Common Stock when issued and upon receipt
by the Company of the full purchase price therefor will be fully
paid and non-assessable.
Registrar and Transfer Agent. Illinois Stock Transfer
Company acts as Registrar and Transfer Agent for the Common
Stock.
SERIAL PREFERRED STOCK.
None of the 1,000,000 authorized shares of Serial Preferred
Stock of the Company have been issued. The Board of Directors
is authorized to issue Serial Preferred Stock and to fix and
state voting powers, designations, preferences or other special
rights of such shares and the qualifications, limitations and
restrictions thereof, subject to regulatory approval but without
shareholder approval. If and when issued, the Serial Preferred
Stock is likely to rank prior to the Common Stock as to dividend
rights, liquidation preferences, or both, and may have full or
limited voting rights. The Board of Directors, without
shareholder approval, can issue Serial Preferred Stock with
voting and conversion rights which could adversely affect the
voting power of the holders of the Common Stock.
CERTAIN ANTI-TAKEOVER PROVISIONS.
The following discussion is a general summary of the
provisions of the Articles of Incorporation and Bylaws of the
Company and certain other provisions of the Indiana Business
Corporation Law ("IBCL") which may be deemed to have an anti-
takeover effect. The description of these provisions is
necessarily general and shareholders should refer, in each case,
to the Articles of Incorporation and Bylaws of the Company.
PROVISIONS OF THE COMPANY'S ARTICLES OF INCORPORATION AND BYLAWS
Restriction on Acquisition of Common Stock; Limitations on
Voting Rights. The Articles of Incorporation of the Company
provide that no person may directly or indirectly, acquire or
offer to acquire beneficial ownership of more than 10% of any
class of equity security outstanding of the Company (the
"Limit"), unless the "continuing" Board of Directors has first
approved by a two-thirds vote the offer or acquisition. Should
any party acquire the beneficial ownership of shares in excess
of 10%, the record holders of such shares would be entitled to
cast only one-hundredth
<PAGE>
<PAGE>
(1/100) of a vote for each share beneficially owned in excess of
10%, and the aggregate voting power of such holders shall be
allocated proportionately among such record holders. A person
is a beneficial owner of a security if he has the power to vote
or direct the voting of all or part of the voting rights of the
security, or has the power to dispose of or direct the
disposition of the security. The Articles of Incorporation
further provide that this provision limiting voting rights may
only be amended upon the vote of 80% of the outstanding shares
of voting stock.
Election of Directors. The Company's Articles of
Incorporation provide that the board of directors of the Company
will be divided into three staggered classes, with directors in
each class elected for three-year terms. As a result of this
provision, it would take two annual elections to replace a
majority of the Company's board. The Articles of Incorporation
also provides that any vacancy occurring in the board of
directors, including a vacancy created by an increase in the
number of directors, shall be filled by the board and any
director so chosen shall serve until the annual meeting at which
the other members of his class must stand for election.
Finally, the Bylaws impose certain notice and information
requirements in connection with the nomination by shareholders
of candidates for election to the board of directors or the
proposal by shareholders of business to be acted upon at an
annual meeting of shareholders.
Removal of Directors. The Articles of Incorporation
provide that a director may only be removed for cause by the
affirmative vote of at least 80% of the shares of the Company
entitled to vote generally in an election of directors cast at a
meeting of shareholders called for that purpose.
Restrictions on Call of Special Meeting. The Articles of
Incorporation of the Company provide that special meetings of
shareholders may be called only pursuant to a resolution adopted
by a majority of the board of directors, or a Committee of the
board.
Absence of Cumulative Voting. The Articles of
Incorporation provide that shareholders may not cumulate their
votes in elections of directors.
Authorized Shares. The Articles of Incorporation
authorize the issuance of 5,000,000 shares of Common Stock and
1,000,000 shares of Serial Preferred Stock. The shares of
Common Stock and Serial Preferred Stock were authorized in an
amount greater than that to be issued in the reorganization to
provide the Company's Board of Directors with as much
flexibility as possible to effect, among other transactions,
financings, acquisitions, stock dividends, stock splits and the
exercise of stock options. However, these additional authorized
shares may also be used by the Board of Directors consistent
with its fiduciary duty to deter future attempts to gain control
of the Holding Company. The Board of Directors also has sole
authority to determine the terms of any one or more series of
preferred stock, including voting rights, conversion rates, and
liquidation preferences. As a result of the ability to fix
voting rights for a series of Serial Preferred Stock, the board
has the power, to the extent consistent with its fiduciary duty,
to issue a series of preferred stock to persons friendly to
management in order to attempt to block a post-tender offer
merger or other transaction by which a third party seeks
control, and thereby assist management to retain its position.
The Board of Directors currently has no plans for the issuance
of additional shares, other than the possible issuance of
additional shares pursuant to the Stock Option Plan.
Procedures for Certain Business Combinations. The
Articles of Incorporation require the affirmative vote of at
least 80% of the outstanding shares of the Company entitled to
vote in the election of directors in order for the Company to
engage in or enter into certain "Business Combinations," as
defined therein, with any "Related Person" (as defined below) or
any affiliates of the "Related Person," unless the proposed
transaction has been approved in advance by the Company's Board
of Directors, excluding those who were not directors prior to
the time the "Related Person" became the "Related Person."
The term "Related Person" is defined to include any person
and the affiliates and associates of the person (other than the
Company or its subsidiary) who beneficially owns, directly or
indirectly, 10% or more of the outstanding shares of voting
stock of the Company. Any amendment to this provision requires
the affirmative vote of at least 80% of the shares of the
Company entitled to vote generally in an election of directors.
<PAGE>
<PAGE>
Amendments to Articles of Incorporation and Bylaws.
Amendments to the Company's Articles of Incorporation must be
approved by the Company's Board of Directors and also by a
majority of the outstanding shares of the Company's voting
stock, provided, however, that approval by at least 80% of the
outstanding voting stock is generally required for certain
provisions (i.e., the provisions relating to restrictions on the
acquisition and voting of greater than 10% of the common stock;
number, classification, election and removal of directors;
amendment of Bylaws; call of special shareholder meetings;
limits on director liability; approval of Business Combinations
with interested shareholders; power of indemnification; and
amendments to provisions relating to the foregoing in the
Articles of Incorporation).
The Bylaws may only be amended by a majority vote of the
board of directors.
INDIANA BUSINESS CORPORATION LAW.
The IBCL contains a statute designed to provide Indiana
corporations with additional protection against hostile
takeovers. The takeover statute, which is codified in Chapter
43 of the IBCL, among other things, prohibits the Holding
Company from engaging in certain business combinations
(including a merger) with a person who is the beneficial owner
of 10% or more of the Holding Company's outstanding voting stock
(an Interested Shareholder) during the five-year period
following the date such person became an Interested Shareholder.
This restriction does not apply if (1) before such person became
an Interested Shareholder, the Board of Directors approved the
transaction in which the Interested Shareholder becomes an
Interested Shareholder or approved the business combination; or
(2) upon consummation of the transaction which resulted in the
shareholder's becoming an Interested Shareholder, the Interested
Shareholder owned at least 85% of the voting stock of the
Company outstanding at the time the transaction commenced,
excluding for purposes of determining the number of shares
outstanding, those shares owned by (i) persons who are directors
and also officers and (ii) employee stock plans in which
employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or (3) on or subsequent
to such date, the business combination is approved by the Board
of Directors and authorized at an annual or special meeting of
shareholders, and not by written consent, by the affirmative
vote of at least two-thirds of the outstanding voting stock
which is not owned by the Interested Shareholder. The Company
may exempt itself from the requirements of the statute by
adopting an amendment to its Articles of Incorporation. At the
present time, the Board of Directors does not intend to propose
any such amendment.
In addition, the Indiana Control Share Acquisitions
Statute provides that if shares are acquired equal to or greater
than certain thresholds of voting power (that is, 20%, 33-1/3%
and 50% of all voting shares), the shares will not be entitled
to any voting rights unless specifically granted by the adoption
of a resolution by the holders of at least a majority of the
shares entitled to vote. In addition, in the event a control
share acquisition of a majority of the outstanding shares of
stock is made and voting rights are approved for these shares,
the remaining shareholders will be entitled to have their shares
redeemed at fair value by the corporation.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
- ------
Article XVIII of the Company's Articles of Incorporation
provides for indemnification of the Company's directors and
officers. In the case of a threatened, pending or completed
action or suit by or in the name of the Company, the Company
shall indemnify a director or officer for amounts actually and
reasonably incurred by him in connection with the defense or
settlement of the action or suit if the director or officer:
(i) is successful on the merits or otherwise; (ii) acted in good
faith in the transaction which is the subject of the suit or
action, and in a manner he reasonably believed to be in, the
best interest of the Company or (iii) in a criminal proceeding
he either had (a) reasonable cause to believe that his conduct
was lawful, or (b) no reasonable cause to believe his conduct
was unlawful.
<PAGE>
<PAGE>
Under Indiana law, a corporation may indemnify a director
or officer made a party to a proceeding because such person was
a director or officer of the corporation if: (i) the
individual's conduct was in good faith; and (ii) the individual
reasonably believed (A) in the case of conduct in the
individual's official capacity with the corporation, that the
individual's conduct was in the corporation's best interests,
and (B) in all other cases, that the individual's conduct was at
least not opposed to the corporation's best interests. An
Indiana corporation may also indemnify an officer or director in
a criminal proceeding if the individual: (i) had reasonable
cause to believe that his conduct was lawful; or (ii) had no
reasonable cause to believe that his conduct was unlawful.
An Indiana corporation must, unless limited by its
articles of incorporation, indemnify any director or officer who
was wholly successful, on the merits or otherwise, in the
defense of a proceeding to which the individual was a party
because the individual was a director or officer of the
corporation, against reasonable expenses incurred by the
director or officer in connection with the proceeding. Unless
limited by the corporation's articles of incorporation, an
officer or director may apply to the court conducting the
proceeding or another court of competent jurisdiction for
indemnification. The court may order indemnification if it
determines: (i) the director or officer is entitled to
mandatory indemnification under Indiana law; or (ii) the officer
or director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not such
director or officer met the standard of conduct set forth for
mandatory indemnification under Indiana law. The Holding
Company's Articles of Incorporation do not contain any
limitations on the ability of the Holding Company to indemnify
its directors and officers under Indiana law.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of
the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not applicable.
ITEM 8. EXHIBITS
- ------
The exhibits scheduled to be filed as part of this
registration statement are as follows:
5.1 Opinion of Housley Kantarian & Bronstein, P.C. as to
the legality of the Common Stock being registered
23.1 Consent of Independent Auditors
23.2 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page
to this Registration Statement as originally filed)
99.1 Kentucky National Bancorp, Inc. Organizational Stock
Option and Incentive Plan
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 --
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
<PAGE>
<PAGE>
(ii) To reflect in the prospectus any facts
or events which, individually or together, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any additional or changed
material information on to the plan of distribution;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is
on Form S-3 or S-8, and the information required to be
included in a post-effective amendment is incorporated by
reference from the periodic reports filed by the small
business issuer under the Securities Exchange Act of 1934.
(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 file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.
(4) 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 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.
(5) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the small business issuer 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 small
business issuer 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<PAGE>
<PAGE>
SIGNATURES
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 Elizabethtown, Commonwealth of Kentucky, on this
18th day of October, 1999.
KENTUCKY NATIONAL BANCORP, INC.
By:/s/ Ronald J. Pence
----------------------------
Ronald J. Pence, President
(Duly Authorized Representative)
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.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
* /s/ Lawrence P. Calvert Chief Executive Officer October 18, 1999
- --------------------------- and Director (Principal
Lawrence P. Calvert Executive Officer)
/s/ Ronald J. Pence President and Director October 18,1999
- --------------------------- (Principal Financial and
Ronald J. Pence Accounting Officer)
* /s/ Robert E. Robbins Chairman of the Board and October 18, 1999
- --------------------------- Director
Robert E. Robbins
* /s/ Kevin D. Addington Director October 18, 1999
- ---------------------------
Kevin D. Addington
* /s/ Henry Lee Chitwood Director October 18, 1999
- ---------------------------
Henry Lee Chitwood
* /s/ Lois Watkins Gray Director October 18, 1999
- ---------------------------
Lois Watkins Gray
* /s/ William R. Hawkins Director October 18, 1999
- ---------------------------
William R. Hawkins
* /s/ Christopher G. Knight Director October 18, 1999
- ---------------------------
Christopher G. Knight
* /s/ Leonard Allen McNutt Director October 18, 1999
- ---------------------------
Leonard Allen McNutt
*By:/s/ Ronald J. Pence
---------------------------
Ronald J. Pence
Attorney-in-Fact
</TABLE>
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
5.1 Opinion of Housley Kantarian & Bronstein, P.C. as
to the legality of the Common Stock being
registered
23.1 Consent of Independent Auditors
23.2 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page
to this Registration Statement as originally
filed)
99.1 Kentucky National Bancorp, Inc. Organizational
Stock Option and Incentive Plan
October 21, 1999
Board of Directors
Kentucky National Bancorp, Inc.
1000 North Dixie Avenue
Elizabethtown, Kentucky 42701
Re: Kentucky National Bancorp, Inc.
Organizational Stock Option and Incentive Plan
----------------------------------------------
Post-Effective Amendment No. 1 on Form S-8 to
Registration Statement on Form S-4
Dear Board Members:
We have acted as special counsel to Kentucky National
Bancorp, Inc., an Indiana corporation (the "Company"), in
connection with the preparation of the Post-Effective Amendment
No. 1 on Form S-8 to its Registration Statement on Form S-4 (the
"Form S-8") being filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities
Act of 1933, as amended, relating to the Company's
Organizational Stock Option and Incentive Plan ("Stock Option
Plan") and the sale pursuant to options issued thereunder of up
to 16,000 shares of the Company's common stock, par value $.01
per share (the "Common Stock"), all as more fully described in
the Registration Statement. You have requested the opinion of
this firm with respect to certain legal aspects of the proposed
offering.
We have examined such documents, records and matters of law
as we have deemed necessary for purposes of this opinion and
based thereon, we are of the opinion that the Common Stock, when
issued in accordance with the terms of the Stock Option Plan,
will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Form S-8 and to references to our firm included
under the caption "Legal Opinion" in the Prospectus which is
part of the Registration Statement.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By: /s/ James C. Stewart
------------------------------
James C. Stewart, Esquire
[LETTERHEAD OF WHELAN, DOERR & COMPANY, PSC]
INDEPENDENT AUDITORS' CONSENT
-----------------------------
Board of Directors
Kentucky National Bancorp, Inc.
Elizabethtown, Kentucky
We hereby consent to the incorporation by reference in Post-
Effective Amendment No. 1 on Form S-8 to the Company
Registration Statement on Form S-4 and in the related
Prospectus, of our report dated February 5, 1999, relating to
the financial statements of Kentucky National Bank, included in
the Company's Special Financial Report on Form 10-KSB for the
year ended December 31, 1998. We also consent to the reference
to our firm under the caption "Experts" in such Prospectus.
/s/ Whelan, Doerr & Company, PSC
---------------------------------
Whelan, Doerr & Company, PSC
Elizabethtown, Kentucky
October 18, 1999
<PAGE>
KENTUCKY NATIONAL BANCORP, INC.
ORGANIZATIONAL STOCK OPTION AND INCENTIVE PLAN
(AS AMENDED AND RESTATED FROM THE KENTUCKY NATIONAL BANK
ORGANIZATIONAL STOCK OPTION AND INCENTIVE PLAN)
1. PURPOSE OF THE PLAN.
The purpose of this Plan is to advance the interests of the
Company through providing select key Employees of the Company
and the Bank with the opportunity to acquire Shares. By
encouraging such stock ownership, the Company seeks to attract,
retain and motivate the best available personnel for positions
of substantial responsibility and to provide additional
incentives to key Employees of the Company and the Bank to
promote the success of the business.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "AFFILIATE" shall mean any "parent corporation" or
"subsidiary corporation" of the Company, as such terms are
defined in Section 424(e) and (f), respectively, of the Code.
(b) "AGREEMENT" shall mean a written agreement entered
into in accordance with Paragraph 5(c).
(c) "BANK" shall mean Kentucky National Bank.
(d) "BOARD" shall mean the Board of Directors of the
Company.
(e) "CODE" shall mean the Internal Revenue Code of 1986,
as amended.
(f) "COMMITTEE" shall mean both the Stock Option Committee
appointed by the Board in accordance with Paragraph 5(a) hereof,
and the Board.
(g) "COMMON STOCK" shall mean the common stock of the
Company.
(h) "COMPANY" shall mean Kentucky National Bancorp, Inc.
(i) "CONTINUOUS SERVICE" shall mean the absence of any
interruption or termination of service as an Employee of the
Company or an Affiliate. Continuous Service shall not be
considered interrupted in the case of sick leave, military leave
or any other leave of absence approved by the Company, in the
case of transfers between payroll locations of the Company or
between the Company, an Affiliate or a successor.
(j) "DIRECTOR" shall mean any member of the Board, and any
member of the board of directors of any Affiliate that the Board
has by resolution designated as being eligible for participation
in this Plan.
(k) "DISABILITY" shall mean a physical or mental
condition, which in the sole and absolute discretion of the
Committee, is reasonably expected to be of indefinite duration
and to substantially prevent a Participant from fulfilling his
or her duties or responsibilities to the Company or an
Affiliate.
(l) "EFFECTIVE DATE" shall mean the date specified in
Paragraph 12 hereof.
(m) "EMPLOYEE" shall mean any person employed by the
Company or an Affiliate.
<PAGE>
<PAGE>
(n) "EXERCISE PRICE" shall mean the price per Optioned
Share at which an Option may be exercised.
(o) "ISO" shall mean an option to purchase Common Stock
which meets the requirements set forth in the Plan, and which is
intended to be and is identified as an "incentive stock option"
within the meaning of Section 422 of the Code.
(p) "MARKET VALUE" shall mean the fair market value of the
Common Stock, as determined by the Committee in its discretion.
(q) "OCC" shall mean the Office of the Comptroller of the
Currency.
(r) "OPTION" shall mean a stock option issued pursuant to
the Plan.
(s) "OPTIONED SHARES" shall mean Shares subject to an
Option granted pursuant to this Plan.
(t) "PARTICIPANT" shall mean any person who receives an
Option pursuant to the Plan.
(u) "PLAN" shall mean this Kentucky National Bancorp, Inc.
Organizational Stock Option and Incentive Plan.
(v) "SHARE" shall mean one share of Common Stock.
(w) "YEAR OF SERVICE" shall mean a full twelve-month
period, measured from the date of an Option and each annual
anniversary of that date, during which a Participant has not
terminated Continuous Service for any reason.
3. TERM OF THE PLAN AND OPTIONS.
(a) TERM OF THE PLAN. The Plan shall continue in effect
for a term of ten years from the Effective Date, unless sooner
terminated pursuant to Paragraph 14 hereof. No Option shall be
granted under the Plan after ten years from the Effective Date.
(b) TERM OF OPTIONS. The term of each Option granted
under the Plan shall be ten years from the Effective Date.
4. SHARES SUBJECT TO THE PLAN.
(a) GENERAL RULE. Except as otherwise required under
Paragraph 9, the aggregate number of Shares deliverable pursuant
to Options shall not exceed the number of Shares required to
satisfy the automatic grants provided in Paragraph 6(a) hereof,
and in no event shall exceed 16,000 shares. Such Shares may be
authorized but unissued Shares. If any Options should expire,
become unexercisable, or be forfeited for any reason without
having been exercised, the Optioned Shares shall not be
available for the grant of additional Options under the Plan.
5. ADMINISTRATION OF THE PLAN.
(a) COMPOSITION OF THE COMMITTEE. The Plan shall be
administered by the Committee, which shall consist of not less
than two (2) members of the Board who are non-employee
Directors. Members of the Committee shall serve at the pleasure
of the Board. In the absence at any time of a duly appointed
Committee, the Plan shall be administered by the Board.
2
<PAGE>
<PAGE>
(b) POWERS OF THE COMMITTEE. Except as limited by the
express provisions of the Plan or by resolutions adopted by the
Board, the Committee shall have sole and complete authority and
discretion (i) to determine the form and content of Options to
be issued in the form of Agreements under the Plan, (ii) to
interpret the Plan, (iii) to prescribe, amend and rescind rules
and regulations relating to the Plan, and (iv) to make other
determinations necessary or advisable for the administration of
the Plan. The Committee shall have and may exercise such other
power and authority as may be delegated to it by the Board from
time to time. A majority of the entire Committee shall
constitute a quorum and the action of a majority of the members
present at any meeting at which a quorum is present, or acts
approved in writing by a majority of the Committee without a
meeting, shall be deemed the action of the Committee.
(c) AGREEMENT. Each Option shall be evidenced by a
written agreement containing such provisions as may be approved
by the Committee. Each such Agreement shall constitute a
binding contract between the Company and the Participant, and
every Participant, upon acceptance of such Agreement, shall be
bound by the terms and restrictions of the Plan and of such
Agreement. The terms of each such Agreement shall be in
accordance with the Plan, but each Agreement may include such
additional provisions and restrictions determined by the
Committee, in its discretion, provided that such additional
provisions and restrictions are not inconsistent with the terms
of the Plan. In particular, the Committee shall set forth in
each Agreement (i) the Exercise Price of an Option, (ii) the
number of Shares subject to the Option, and its expiration date,
(iii) the manner, time, and rate (cumulative or otherwise) of
exercise or vesting of such Option, and (iv) the restrictions,
if any, to be placed upon such Option, or upon Shares which may
be issued upon exercise of such Option. The Chairman of the
Committee and such other Directors and officers as shall be
designated by the Committee are hereby authorized to execute
Agreements on behalf of the Company and to cause them to be
delivered to the recipients of Options.
(d) EFFECT OF THE COMMITTEE'S DECISIONS. All decisions,
determinations and interpretations of the Committee shall be
final and conclusive on all persons affected thereby.
(e) INDEMNIFICATION. In addition to such other rights of
indemnification as they may have, the members of the Committee
shall be indemnified by the Company in connection with any
claim, action, suit or proceeding relating to any action taken
or failure to act under or in connection with the Plan or any
Option, granted hereunder to the full extent provided for under
the Company's governing instruments with respect to the
indemnification of Directors.
6. GRANT OF OPTIONS.
(a) AUTOMATIC GRANTS. On the Effective Date, each of the
following Participants shall receive an Option (in the form of
an ISO, to the extent permissible under the Code) to purchase a
number of Shares up to but not exceeding the lesser of (i) the
number of Shares purchased by the Employee upon the formation of
the Company, and (ii) the number of Shares listed below:
Number of Shares
Participant Reserved under Paragraph 4(a)
----------- -----------------------------
Lawrence P. Calvert 6,000
Ronald J. Pence 6,000
Larry F. Witten 4,000
With respect to each of the above-named Participants, the Option
granted to the Participant hereunder (i) shall vest in
accordance with the general rule set forth in Paragraph 8(a) of
the Plan, (ii) shall have a term of ten years from the Effective
Date, and (iii) shall be subject to the general rule set forth
in Paragraph 8(c) with respect to the effect of a Participant's
termination of Continuous Service on the Participant's right to
exercise his Options.
3
<PAGE>
<PAGE>
(b) SPECIAL RULES FOR ISOS. The aggregate Market Value,
as of the date the Option is granted, of the Shares with respect
to which ISOs are exercisable for the first time by an Employee
during any calendar year (under all incentive stock option
plans, as defined in Section 422 of the Code, of the Company or
any present or future Affiliate of the Company) shall not exceed
$100,000.
7. EXERCISE PRICE FOR OPTIONS.
The Exercise Price per Share shall be equal to the greater
of (i) $25.00, and (ii) per Share Market Value of the Common
Stock on the date of grant.
8. EXERCISE OF OPTIONS.
(a) GENERALLY. The Options granted to Messrs. Calvert and
Pence shall become exercisable with respect to thirty-three and
one-third percent (33 1/3%) of the Optioned Shares per Year of
Service after the grant date, up to 100%, provided actual
revenues of the Bank meet or exceed projected revenues of the
Bank (as contained in the Bank's Business Plan) for such Year of
Service. The Option granted to Mr. Witten shall become
exercisable with respect to thirty three and one-third percent
(33 1/3%) of the Optioned Shares per year of service, up to
100%, provided Mr. Witten attains certain performance goals
established by the Board. An Option shall become fully (100%)
exercisable immediately upon termination of the Participant's
Continuous Service due to the Participant's Disability, death,
normal retirement at or after age 62, early retirement after
attaining age 55 with 10 years of service, or upon a Change in
Control. An Option may not be exercised for a fractional Share.
(b) PROCEDURE FOR EXERCISE. A Participant may exercise
Options, subject to provisions relative to its termination and
limitations on its exercise, only by (1) written notice of
intent to exercise the Option with respect to a specified number
of Shares, and (2) payment to the Company (contemporaneously
with delivery of such notice) in cash, of the amount of the
Exercise Price for the number of Shares with respect to which
the Option is then being exercised. Each such notice (and
payment where required) shall be delivered, or mailed by prepaid
registered or certified mail, addressed to the Treasurer of the
Company at its executive offices.
(c) PERIOD OF EXERCISABILITY. Except to the extent
otherwise provided in the terms of an Agreement, an Option may
be exercised by a Participant only while he is an Employee and
has maintained Continuous Service from the date of the grant of
the Option, or within three months after termination of such
Continuous Service (but not later than the date on which the
Option would otherwise expire), except if the Employee's
Continuous Service terminates by reason of --
(1) "Just Cause" which for purposes hereof shall have
the meaning set forth in any unexpired employment or
severance agreement between the Participant and the
Company (and, in the absence of any such agreement, shall
mean termination because of the Employee's personal
dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any
law, rule or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order), then
the Participant's rights to exercise such Option shall
expire on the date of such termination;
(2) death, then to the extent that the Participant
would have been entitled to exercise the Option
immediately prior to his death, such Option of the
deceased Participant may be exercised within three years
from the date of his death (but not later than the date on
which the Option would otherwise expire) by the personal
representatives of his estate or person or persons to whom
his rights under such Option shall have passed by will or
by laws of descent and distribution;
4
<PAGE>
<PAGE>
(3) Disability, then to the extent that the
Participant would have been entitled to exercise the
Option immediately prior to his Disability, such Option
may be exercised within one year from the date of
termination of employment due to Disability, but not later
than the date on which the Option would otherwise expire.
(d) EFFECT OF THE COMMITTEE'S DECISIONS. The Committee's
determination whether a Participant's Continuous Service has
ceased, and the effective date thereof, shall be final and
conclusive on all persons affected thereby.
(e) EXERCISE OR FORFEITURE REQUIREMENT. Options shall be
required to be exercised immediately or be forfeited in the
event the Bank's regulatory capital falls below the minimum
requirements established by the OCC.
9. EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE PLAN.
(a) RECAPITALIZATIONS; STOCK SPLITS, ETC. The number and
kind of shares reserved for issuance under the Plan, and the
number and kind of shares subject to outstanding Options, and
the Exercise Price thereof, shall be proportionately adjusted
for any increase, decrease, change or exchange of Shares for a
different number or kind of shares or other securities of the
Company which results from a merger, consolidation, recapita-
lization, reorganization, reclassification, stock dividend,
split-up, combination of shares, or similar event in which the
number or kind of shares is changed without the receipt or
payment of consideration by the Company.
(b) TRANSACTIONS IN WHICH THE COMPANY IS NOT THE SURVIVING
ENTITY. In the event of (i) the liquidation or dissolution of
the Company, (ii) a merger or consolidation in which the Company
is not the surviving entity, or (iii) the sale or disposition of
all or substantially all of the Company's assets (any of the
foregoing to be referred to herein as a "Transaction"), all
outstanding Options, together with the Exercise Prices thereof,
shall be equitably adjusted for any change or exchange of Shares
for a different number or kind of shares or other securities
which results from the Transaction.
(c) SPECIAL RULE FOR ISOS. Any adjustment made pursuant
to subparagraphs (a) or (b)(1) hereof shall be made in such a
manner as not to constitute a modification, within the meaning
of Section 424(h) of the Code, of outstanding ISOs.
(d) CONDITIONS AND RESTRICTIONS ON NEW, ADDITIONAL, OR
DIFFERENT SHARES OR SECURITIES. If, by reason of any adjustment
made pursuant to this Paragraph, a Participant becomes entitled
to new, additional, or different shares of stock or securities,
such new, additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions and
restrictions which were applicable to the Shares pursuant to the
Option before the adjustment was made.
(e) OTHER ISSUANCES. Except as expressly provided in this
Paragraph, the issuance by the Company or an Affiliate of shares
of stock of any class, or of securities convertible into Shares
or stock of another class, for cash or property or for labor or
services either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, shall not affect, and no
adjustment shall be made with respect to, the number, class, or
Exercise Price of Shares then subject to Options or reserved for
issuance under the Plan.
<PAGE>
10. NON-TRANSFERABILITY OF OPTIONS.
Options may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or
by the laws of descent and distribution.
5
<PAGE>
<PAGE>
11. TIME OF GRANTING OPTIONS.
The date of grant of an Option shall, for all purposes, be
the later of the date on which the Committee makes the deter-
mination of granting such Option, and the Effective Date.
Notice of the determination shall be given to each Participant
to whom an Option is so granted within a reasonable time after
the date of such grant.
12. EFFECTIVE DATE.
The Plan shall become effective on the date on which the
Bank commences business operations.
13. MODIFICATION OF OPTIONS.
At any time, and from time to time, the Board may authorize
the Committee to direct execution of an instrument providing for
the modification of any outstanding Option, provided no such
modification shall confer on the holder of said Option any right
or benefit which could not be conferred on him by the grant of a
new Option at such time, or impair the Option without the
consent of the holder of the Option.
14. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time amend the terms of the
Plan, or suspend or terminate the Plan. No amendment,
suspension or termination of the Plan shall, without the consent
of any affected holders of an Option, alter or impair any rights
or obligations under any Option theretofore granted.
15. CONDITIONS UPON ISSUANCE OF SHARES.
(a) COMPLIANCE WITH SECURITIES LAWS. Shares of Common
Stock shall not be issued with respect to any Option unless the
issuance and delivery of such Shares shall comply with all
relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law, and
the requirements of any stock exchange upon which the Shares may
then be listed.
(b) SPECIAL CIRCUMSTANCES. The inability of the Company
to obtain approval from any regulatory body or authority deemed
by the Company's counsel to be necessary to the lawful issuance
and sale of any Shares hereunder shall relieve the Company of
any liability in respect of the non-issuance or sale of such
Shares. As a condition to the exercise of an Option, the
Company may require the person exercising the Option to make
such representations and warranties as may be necessary to
assure the availability of an exemption from the registration
requirements of federal or state securities law.
(c) COMMITTEE DISCRETION. The Committee shall have the
discretionary authority to impose in Agreements such
restrictions on Shares as it may deem appropriate or desirable,
including but not limited to the authority to impose a right of
first refusal or to establish repurchase rights or both of these
restrictions.
16. RESERVATION OF SHARES.
The Company, during the term of the Plan, will reserve and
keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
6
<PAGE>
<PAGE>
17. WITHHOLDING TAX.
The Company's obligation to deliver Shares upon exercise of
Options shall be subject to the Participant's satisfaction of
all applicable federal, state and local income and employment
tax withholding obligations. The Committee, in its discretion,
may permit the Participant to satisfy the obligation, in whole
or in part, by irrevocably electing to have the Company withhold
Shares, or to deliver to the Company Shares that he already
owns, having a value equal to the amount required to be
withheld. The value of the Shares to be withheld, or delivered
to the Company, shall be based on the Market Value of the Shares
on the date the amount of tax to be withheld is to be
determined. As an alternative, the Company may retain, or sell
without notice, a number of such Shares sufficient to cover the
amount required to be withheld.
18. NO EMPLOYMENT OR OTHER RIGHTS.
In no event shall an Employee's eligibility to participate
or participation in the Plan create or be deemed to create any
legal or equitable right of the Employee, or any other party to
continue service the Company, or any Affiliate of such
corporations. Except to the extent provided in Paragraphs 6(a),
no Employee shall have a right to be granted an Option or,
having received an Option, the right to again be granted an
Option.
19. GOVERNING LAW.
The Plan shall be governed by and construed in accordance
with the laws of the Commonwealth of Kentucky, except to the
extent that federal law shall be deemed to apply.
7
