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As filed with the Securities and Exchange Commission on January 20, 1998
Registration No. 333_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AREA BANCSHARES CORPORATION
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(Exact name of Registrant as specified in its charter)
KENTUCKY 61-0902343
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
230 FREDERICA STREET, OWENSBORO, KENTUCKY 42301
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(Address of principal executive offices and zip code)
AREA BANCSHARES CORPORATION 1994 STOCK OPTION PLAN
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(Full Title of the Plan)
KATHRYN L. KNUDSON, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303
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(Name and address of agent for service)
(404) 572-6952
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(Telephone number, including area code, of agent for service)
Copy to:
Timothy O. Shelburne, Esq.
Area Bancshares Corporation
230 Frederica Street
Owensboro, Kentucky 42301
(502) 688-7750
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common
Stock, no 50,000 $22.625(2) $1,131,250(3) $334.00
par value shares(1)
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</TABLE>
(1) The Registration Statement also covers such indeterminable number of
additional shares as may become issuable to prevent dilution in the
event of a stock split, stock dividend, reclassification or other
similar transaction pursuant to the terms of the Plan.
(2) The average of the high and low prices of the Registrant's Common Stock
as reported by the Nasdaq National Market for January 14, 1998.
(3) The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the
Securities Act of 1933, as amended.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
participants in the Plan as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (File No. 0-26032);
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 (File No. 0-26032);
(3) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 (File No. 0-26032);
(4) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997 (File No. 0-26032);
(5) The Registrant's Current Report on Form 8-K dated May 2, 1997
(File No. 0-26032);
(6) The Registrant's Current Report on Form 8-K dated October 14,
1997 (File No. 0-26032);
(7) The Registrant's Current Report on Form 8-K/A dated October 15,
1997 (File No. 0-26032); and
(8) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 10-A1 as filed
with the Securities and Exchange Commission on June 30, 1995
pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act" (File No. 0-26032).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all such 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.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation state that the Registrant
will indemnify its officers and directors as provided by Section 271B.8-510
Kentucky Act. Section 271B.8-510, as is currently in effect, provides that a
corporation may indemnify its officers and directors against reasonable expenses
(including attorneys' fees) incurred by them in the defense of any action, suit
or proceeding to which they were made a party, or in defense of any claim, issue
or matter therein, by reason of the fact that they are or were officers or
directors of the corporation, to the extent that they have been successful, on
the merits or otherwise, in such defense. Section 271B.8-510 also permits
indemnification of a corporation's directors and officers against any liability
incurred in connection with any threatened, pending or completed action, suit or
proceeding by reason of the fact that they are or were directors or officers of
the corporation or who, while directors or officers of the corporation, are or
were serving at the corporation's request as directors, officers, partners,
trustees, employees or agents of another entity, if they acted in a manner they
believed in good faith to be in, or not opposed to, the best interests of the
corporation, or, with respect to any criminal proceeding, had no reasonable
cause to believe their conduct was unlawful, if a determination has been made
that they have met these standards of conduct. Such indemnification in
connection with a proceeding by or in the right of the corporation, however, is
limited to reasonable expenses, including attorney's fees, incurred in
connection with the proceeding. The corporation may also advance expenses
incurred by any director officer in defending any such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such officer or
director to repay such advances unless it is ultimately determined that he or
she is not entitled to indemnification by the corporation.
Section 271B.8-520 of the Kentucky Act provides that a corporation shall
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he or she was a party because such person
is or was a director of the corporation against reasonable expenses incurred in
connection with such proceeding.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
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<TABLE>
<CAPTION>
Exhibit
No. Description
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<S> <C>
5.1 Opinion of Timothy O. Shelburne, Esq. with respect to the
securities being registered, including consent.
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent accountants.
24.1 Power of Attorney (see signature pages to this Registration
Statement).
99.1 Area Bancshares Corporation 1994 Stock Option Plan
(incorporated by reference from Exhibit 10.2 to Area Bancshares
Corporation Registration Statement on Form 10, Registration No.
0-26032).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(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. 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 and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission 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 material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
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(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Owensboro, State of Kentucky, on this the 19th day
of January, 1998.
AREA BANCSHARES CORPORATION
By: /s/ Thomas R. Brumley
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Thomas R. Brumley
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Thomas R. Brumley and Timothy O.
Shelburne as his 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 and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-in-fact
and agents, full power and authority to do and perform each and every act and
thing required or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or their
substitutes, could lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Anthony G. Bittel Director January 19, 1998
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Anthony G. Bittel
/s/ Samuel A. B. Boone Director January 19, 1998
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Samuel A. B. Boone
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Jack H. Brown Chief Financial Officer January 19, 1998
- ---------------------------------------- (principal financial officer)
Jack H. Brown
/s/ Thomas R. Brumley President, Chief Executive Officer and January 19, 1998
- ---------------------------------------- Director (principal executive Officer)
Thomas R. Brumley
/s/ C. M. Gatton Chairman of the Board of Directors January 19, 1998
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C. M. Gatton
/s/ Gary H. Latham Director January 19, 1998
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Gary H. Latham
/s/ Raymond McKinney Vice Chairman of the Board of January 19, 1998
- ---------------------------------------- Directors
Raymond McKinney
/s/ John S. Penn Executive Vice President and January 19, 1998
- ---------------------------------------- Directors
John S. Penn
/s/ Allan R. Rhodes Director January 19, 1998
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Allan R. Rhodes
/s/ David w. Smith, Jr. Director January 19, 1998
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David W. Smith, Jr.
/s/ William H. Thompson Director January 19, 1998
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William H. Thompson
/s/ Pollard White Director January 19, 1998
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Pollard White
/s/ Gary White Vice President and Controller January 19, 1998
- ---------------------------------------- (principal accounting officer)
Gary White
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
No. -----------
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<S> <C>
5.1 Opinion of Timothy O. Shelburne, Esq. with respect to the
securities being registered, including consent.
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent accountants.
24.1 Power of Attorney (see signature pages to this Registration
Statement).
99.1 Area Bancshares Corporation 1994 Stock Option Plan
(incorporated by reference from Exhibit 10.2 to Area
Bancshares Corporation Registration Statement on Form 10,
Registration No. 0-26032).
</TABLE>
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EXHIBIT 5.1
January 19, 1998
Area Bancshares Corporation
230 Frederica Street
Owensboro, Kentucky 42301
Re: Registration Statement on Form S-8
Area Bancshares Corporation
Area Bancshares Corporation 1994 Stock Option Plan
Ladies and Gentlemen:
This opinion is given in connection with the filing by Area Bancshares
Corporation, a Kentucky corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form S-8 (the "Registration Statement"), of an
aggregate of 50,000 shares (the "Shares") of common stock, no par value, of the
Company, to be offered and sold by the Company pursuant to the Area Bancshares
Corporation 1994 Stock Option Plan (the "Plan").
I have examined and am familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the shares to be issued pursuant to the Plan as
I have deemed necessary and advisable. In such examinations, I have assumed the
genuineness of all signatures on all originals and copies of documents I have
examined, the authenticity of all documents submitted to me as originals and the
conformity to original documents of all certified, conformed or photostatic
copies. As to questions of fact material and relevant to this opinion, I have
relied upon certificates or representations of Company officials and of
appropriate governmental officials.
I express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Kentucky.
Based upon and subject to the foregoing and having regard for such
legal considerations as I have deemed relevant, it is my opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares and payment
therefor as provided in the Plan and as contemplated by the
Registration Statement, such Shares will be legally and
validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Timothy O. Shelburne
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTS
The Board of Directors
Area Bancshares Corporation
We consent to incorporation by reference herein of our report dated March 7,
1997, with respect to the consolidated balance sheets of Area Bancshares
Corporation and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1996, which report
appears in the December 31, 1996 annual report on Form 10-K of Area Bancshares
Corporation.
Our report refers to a change in the method of accounting for certain
investments in debt and equity securities in 1994.
Louisville, Kentucky
January 20, 1998 /s/ KPMG PEAT MARWICK LLP
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Area Bancshares Corporation
We consent to incorporation by reference herein of our report dated October 10,
1997, with respect to the supplemental consolidated balance sheets of Area
Bancshares Corporation and subsidiaries as of December 31, 1996 and 1995, and
the related supplemental consolidated statements of income, shareholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1996, which report appears in the form 8-KA of the Company dated
October 15, 1997.
Our report refers to a change in the method of accounting for certain
investments in debt and equity securities in 1994.
Louisville, Kentucky
January 20, 1998 /s/ KPMG PEAT MARWICK LLP
