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As filed with the Securities and Exchange Commission on July 25, 2000
Registration No. 333-89567
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AREA BANCSHARES CORPORATION
---------------------------
(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)
CARDINAL BANCSHARES, INC. 1994 RESTRICTED STOCK OPTION PLAN
1993 MUTUAL FEDERAL SAVINGS BANK RESTRICTED STOCK OPTION PLAN
CARDINAL BANCSHARES, INC. 1992 LIMITED STOCK OPTION PLAN
1992 FIRST FEDERAL SAVINGS BANK RESTRICTED STOCK OPTION PLAN
1989 CARDINAL BANCSHARES, INC. RESTRICTED STOCK OPTION PLAN
(Full Title of the Plan)
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KATHRYN L. KNUDSON, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303
(404) 572-6952
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(Name, address and telephone number 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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Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be Registered to be Registered Price Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
no par value 309,598(1) $19.28(2) $5,969,049(3) $1,576(4)
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</TABLE>
(1) This is an amendment to the Registrant's Registration Statement on Form S-8
dated October 22, 1999. The purpose of this amendment is to correct the
number of shares registered and reserved for issuance under the assumed
Cardinal Bancshares, Inc. employee stock option plans and to correctly
describe such plans. As amended, this Registration Statement represents:
(a) 111,263 shares of the Registrant's common stock, no par value (the
"Common Stock"), reserved for issuance under the Cardinal Bancshares, Inc.
1994 Restricted Stock Option Plan, (b) 5,301 shares of Common Stock
reserved for issuance under the 1993 Mutual Federal Savings Bank Restricted
Stock Option Plan, (c) 273,910 shares of Common Stock reserved for issuance
under the Cardinal Bancshares, Inc. 1992 Limited Stock Option Plan, (d)
6,099 shares of Common Stock reserved for issuance under the 1992 First
Federal Savings Bank Restricted Stock Option Plan , and (e) 8,217 shares of
Common Stock reserved for issuance under the 1989 Cardinal Bancshares, Inc.
Restricted Stock Option Plan, (collectively, the "Plans"). This
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 Plans.
(2) The average of the high and low prices of the Registrant's Common Stock as
reported by the Nasdaq National Market for July 24, 2000.
(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.
(4) Registrant previously paid $2,864 with its initial October 22, 1999 filing
of this Registration Statement on Form S-8, which exceeds the required
registration fee 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, 1999 (File No. 0-26032);
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000 (File No. 026032); and
(3) 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 of the
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 or 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
--- -----------
<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 LLP, dated July 24, 2000.
24.1 Power of Attorney.*
99.1 Cardinal Bancshares, Inc. 1994 Restricted Stock Option Plan.*
99.2 Cardinal Bancshares, Inc. 1992 Limited Stock Option Plan.*
99.3 Amendment Number 1 to Cardinal Bancshares, Inc. 1992 Limited Stock
Option Plan.*
99.4 Cardinal Bancshares, Inc. 1992 First Federal Savings Bank Restricted
Stock Option Plan.*
99.5 Cardinal Bancshares, Inc. VST Financial Services, Inc. Restricted
Stock Plan and Escrow Agreement.*
99.6 1993 Mutual Federal Savings Bank Restricted Stock Option Plan.
99.7 1989 Cardinal Bancshares, Inc. Restricted Stock Option Plan, as amended.
</TABLE>
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* Previously filed.
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
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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.
(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 25th day of
July, 2000.
AREA BANCSHARES CORPORATION
By: /s/ Thomas R. Brumley
---------------------------------
Thomas R. Brumley
Chief Executive Officer
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
--------- ----- ----
<S> <C> <C>
/s/ Anthony G. Bittel+ Director July 25, 2000
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Anthony G. Bittel
/s/ Samuel A. B. Boone+ Director July 25, 2000
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Samuel A. B. Boone
/s/ Thomas R. Brumley President, Chief Executive July 25, 2000
---------------------------------- Officer and Director (principal
Thomas R. Brumley executive officer)
/s/ Cecile W. Garmon+ Director July 25, 2000
----------------------------------
Cecile W. Garmon
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ C. M. Gatton+ Chairman of the Board of July 25, 2000
-------------------------------- Directors
C. M. Gatton
Director July 25, 2000
--------------------------------
Gary H. Latham
/s/ Raymond McKinney+ Vice Chairman of the Board of July 25, 2000
-------------------------------- Directors
Raymond McKinney
/s/ Ralph L. Oliver+ Director July 25, 2000
--------------------------------
Ralph L. Oliver
/s/ Allan R. Rhodes+ Director July 25, 2000
--------------------------------
Allan R. Rhodes
/s/ Jim R. Shelby+ Director July 25, 2000
--------------------------------
Jim R. Shelby
/s/ David W. Smith, Jr.+ Director July 25, 2000
--------------------------------
David W. Smith, Jr.
/s/ Thomas N. Thompson+ Director July 25, 2000
--------------------------------
Thomas N. Thompson
/s/ Don Vitale+ Director July 25, 2000
--------------------------------
Don Vitale
/s/ Pollard White+ Director July 25, 2000
--------------------------------
Pollard White
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Edward J. Vega Senior Vice President, Chief July 25, 2000
------------------------------- Financial Officer (principal
Edward J. Vega financial officer)
/s/ Gary White+ Vice President and Controller July 25, 2000
------------------------------- (principal accounting officer)
Gary White
+ By: /s/ Thomas R. Brumley
----------------------------
Thomas R. Brumley
Attorney-in-fact
</TABLE>
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<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
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<S> <C>
23.2 Consent of KPMG LLP, dated July 24, 2000.
99.6 1993 Mutual Federal Savings Bank Restricted Stock Option Plan
99.7 1989 Cardinal Bancshares, Inc. Restricted Stock Option Plan,
as amended.
</TABLE>
