<PAGE> 1
AS FILED WITH SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1994
REGISTRATION NO. 33-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
AMVESTORS FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
KANSAS 48-1021516
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
415 SOUTHWEST EIGHTH AVENUE
TOPEKA, KANSAS 66603
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
--------------------
AMVESTORS FINANCIAL CORPORATION
1989 NONQUALIFIED STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
--------------------
RALPH W. LASTER, JR.
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
AMVESTORS FINANCIAL CORPORATION
415 SOUTHWEST EIGHTH AVENUE
TOPEKA, KANSAS 66603
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (913) 232-6945
--------------------
COPY TO:
ROBERT M. LAROSE, ESQ. MICHAEL H. MILLER, ESQ.
THOMPSON & MITCHELL ASSISTANT GENERAL COUNSEL AND ASSISTANT SECRETARY
ONE MERCANTILE CENTER AMVESTORS FINANCIAL CORPORATION
ST. LOUIS, MISSOURI 63101 415 SOUTHWEST EIGHTH AVENUE
(314) 231-7676 TOPEKA, KANSAS 66603
(913) 295-4401
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE TO SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, NO PAR VALUE 217,047 SHARES $10.00 $2,170,470 $748.44
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<FN>
(1) The number of shares of Common Stock set forth is the number of additional shares that have been authorized for issuance
under the Plan (as adjusted for a 2.5 for 1 reverse stock split effective June 11, 1993) and are being registered pursuant
to this Registration Statement. Such additional number of shares of Common Stock are hereby registered pursuant to
Rule 416(a) as may become available for issuance under the terms of the Plan to give effect to stock splits, stock
dividends and similar transactions.
(2) Estimated solely for purposes of computing the Registration Fee pursuant to the provisions of Section 457(h), based upon
a price of $10.00 per share, being the average of the high and low prices per share as reported by the National Association
of Securities Dealers Automated Quotations System National Market System on March 25, 1994.
</TABLE>
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AMVESTORS FINANCIAL CORPORATION
1989 NONQUALIFIED STOCK OPTION PLAN
The contents of the Registration Statement on Form S-8, relating to the
Plan, Registration No. 33-31155, as filed with the Securities and Exchange
Commission on September 19, 1989, is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
---------
5 Opinion of Thompson & Mitchell as to the legality of the
securities to be issued.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Thompson & Mitchell (set forth in Exhibit 5
hereto).
24 Power of Attorney (set forth on signature page hereto).
Item 9. Undertakings.
-------------
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
2
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
---------------
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Topeka, State of Kansas, on November 12, 1993.
AMVESTORS FINANCIAL CORPORATION
By: /s/ Ralph W. Laster, Jr.
----------------------------------
Ralph W. Laster, Jr.
Chairman of the Board, Chief Executive
Officer and Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of AmVestors Financial
Corporation hereby severally and individually constitute and appoint Ralph W.
Laster, Jr. and Mark V. Heitz, and each of them, the true and lawful attorneys
and agents of each of us to execute in the name, place and stead of each of
us (individually and in any capacity stated below) any and all amendments to
this Registration Statement on Form S-8 and all instruments necessary or
advisable in connection therewith and to file the same with the Securities
and Exchange Commission, each of said attorneys and agents to have the power
in the name and on behalf of each of the undersigned every act whatsoever
necessary or advisable to be done in the premises as fully and to all intents
and purposes and any of the undersigned might or could do in person, and we
hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents and each of them to any and all such amendments and
instruments.
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Ralph W. Laster, Jr. Chairman of the Board, March 30, 1994
- ------------------------------ Chief Executive Officer,
Ralph W. Laster, Jr. Chief Financial Officer and Director
(Principal Executive Officer and
Principal Accounting Officer)
/s/ Mark V. Heitz President, General Counsel March 30, 1994
- ------------------------------ and Director
Mark V. Heitz
3
<PAGE> 4
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ John Q. Adams,Jr. Director March 30, 1994
- ------------------------------
John Q. Adams, Jr.
/s/ Janis L. Andersen Director March 30, 1994
- ------------------------------
Janis L. Andersen
/s/ Robert G. Billings Director March 30, 1994
- ------------------------------
Robert G. Billings
/s/ R. Rex Lee Director March 30, 1994
- ------------------------------
R. Rex Lee, M.D.
/s/ Robert R. Lee, II Director March 30, 1994
- ------------------------------
Robert R. Lee, II
/s/ James V. O'Donnell Director March 30, 1994
- ------------------------------
James V. O'Donnell
/s/ Jack H. Brier Director March 30, 1994
- ------------------------------
Jack H. Brier
/s/ Robert T. McElroy Director March 30, 1994
- ------------------------------
Robert T. McElroy, M.D.
</TABLE>
4
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<TABLE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. PAGE
- ----------- ----
<C> <S> <C>
5 Opinion of Thompson & Mitchell as to the legality of the securities to be issued. 6
23.1 Consent of Deloitte & Touche. 8
23.2 Consent of Thompson & Mitchell (set forth in Exhibit 5 hereto). 6
24 Power of Attorney (set forth on signature page hereto).
</TABLE>
5
<PAGE> 1
THOMPSON & MITCHELL
ATTORNEYS AT LAW
ONE MERCANTILE CENTER 525 WEST MAIN STREET
ST. LOUIS, MISSOURI 63101-1683 POST OFFICE BOX 750
BELLEVILLE, IL 62222-0750
(314) 231-7676 (619) 277-4700
FAX (314) 342-1717 200 NORTH THIRD STREET
ST. CHARLES, MO 63301-2870
(314) 946-7717
700 14TH STREET, N.W.
WASHINGTON, D.C. 20005-2010
March 31, 1994 (202) 508-1000
AmVestors Financial Corporation
415 Southwest Eighth Avenue
Topeka, Kansas 66603
Re: Registration Statement on Form S-8 -- 217,047
Shares of AmVestors Financial Corporation
Common Stock, no par value
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Amvestors Financial Corporation, a Kansas
corporation (the "Company"), on April 4, 1994, with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, pertaining to the
proposed issuance by the Company of up to 217,047 shares of the Company's
common stock, no par value (the "Shares"), as provided in the AmVestors
Financial Corporation 1989 Nonqualified Stock Option Plan (the "Plan"), we
have examined such corporate records of the Company, such laws and such other
information as we have deemed relevant, including the Company's Articles of
Incorporation as Amended and Restated, By-Laws, resolutions adopted by the
Board of Directors relating to such issuance, certificates received from state
officials and statements we have received from officers and representatives
of the Company. In delivering this opinion, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to the originals of all documents submitted to us
as certified, photostatic or conformed copies, the authenticity of originals
of all such latter documents, and the correctness of statements submitted
to us by officers and representatives of the Company.
Based solely on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and is validly existing under the laws
of the State of Kansas; and
6
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AmVestors Financial Corporation
March 31, 1994
Page 2
2. The Shares to be issued by the Company pursuant to the Registration
Statement have been duly authorized and, when issued by the Company in
accordance with the Plan, will be duly and validly issued.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. We further consent to the filing of copies of this opinion with
agencies of such states and other jurisdictions as you deem necessary in the
course of complying with the laws of the states and jurisdictions regarding
the sale and issuance of the Shares in accordance with the Registration
Statement.
Very truly yours,
/s/ Thompson & Mitchell
---------------------------
Thompson & Mitchell
7
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EXHIBIT 23.1
INDEPENDENT AUDITORS' REPORT
We consent to the incorporation by reference in this Registration Statement
of AmVestors Financial Corporation on Form S-8 of our report dated March 30,
1994 appearing in the Annual Report on Form 10-K of AmVestors Financial
Corporation for the year ended December 31, 1993.
/s/ Deloitte & Touche
- -------------------------
Deloitte & Touche
Kansas City, Missouri
March 30, 1994
8
