As filed with Securities and Exchange Commission on October 11, 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
1994 STOCK PURCHASE PLAN FOR NON-EMPLOYEE DIRECTORS
(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:
JAMES P. RANKIN, ESQ. MICHAEL H. MILLER, ESQ.
Foulston & Siefkin Assistant General Counsel and Assistant
Secretary
1515 Bank IV Tower AmVestors Financial Corporation
Topeka, Kansas 66603 415 Southwest Eighth Avenue
(913) 233-3600 Topeka, Kansas 66603
(913) 295-4401
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Maximum Proposed Maximum
Title to Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share (1) Price (1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, 100,000 shares $9.8125 $981,250 $338.36
no par value<FN>
(1) Estimated solely for purposes of computing the Registration Fee pursuant
to the provisions of Section 457(h), based upon a price of $9.81 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 October 7, 1994.
</TABLE>
<PAGE>
AMVESTORS FINANCIAL CORPORATION
EMPLOYEES' STOCK OWNERSHIP PLAN
Item 3: Incorporation of Certain Documents by Reference.
The following documents filed by AmVestors Financial Corporation (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
(i) The Company's latest annual report on Form 10-K for the year ended
December 31, 1993.
(ii) The Company's quarterly report on Form 10-Q for the quarters ended
March 31, 1994 and June 30, 1994.
(iii)The description of the Company's common stock contained in the
Company's registration statement on Form 8-A dated September 23,
1987 (File No. 0-15330), including any amendment filed for
the purpose of updating such description.
All documents filed by the Company pursuant to sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be made a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained in a subsequently filed document
incorporated herein by reference which statement is also incorporated herein
by reference modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Where any document or part thereof is incorporated by reference in the
registration statement, the Company will provide without charge to each person
to whom a prospectus with respect to the Company's 1994 Stock Purchase Plan
for Non-Employee Directors is delivered, upon written or oral request of such
person, a copy of any and all of the information incorporated by reference in
the registration statement, excluding exhibits unless such exhibits are
specifically incorporated by reference.
Item 4: Description of Securities.
No information is required in response to this Item because the Company's
common stock, no par value, has been registered under section 12 of the
Securities Exchange Act of 1934.
Item 5: Interest of Named Experts and Counsel.
The validity of the shares of common stock offered pursuant to the Company's
1994 Stock Purchase Plan for Non-Employee Directors is being passed upon for
the Company by Foulston & Siefkin, Topeka, Kansas.
Item 6: Indemnification of Directors and Officers.
Section 17-6305 of the General Corporation Code of the State of Kansas permits
a corporation, subject to the standards set forth therein, to indemnify any
person in connection with any threatened, pending or completed action, suit or
proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation. The Company's by-laws provide
for indemnification of officers and directors to the extent permitted by
Section 17-6305.
2<PAGE>
Pursuant to a policy of directors' and officers' liability insurance, the
Company's directors and officers are insured, subject to certain limits,
exceptions and other terms and conditions of such policy, against loss arising
from certain claims made against them by reason of their serving as directors
and officers of the Company.
Item 7: Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated herein by reference:
5 Opinion of Foulston & Siefkin as to the legality of the securities
to be issued.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Foulston & Siefkin (set forth in Exhibit 5 hereto).
24 Power of Attorney (set forth on signature page hereto).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information
set forth in the registration statement; and
(iii) To include any material information with respect to
the plan of distribution 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 information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished
to the Securities and Exchange Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective 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.
3<PAGE>
(b) 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 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.
(c) 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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 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 October
11, 1994.
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 to act with or
without the others and to have full power and authority to do and to perform
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 as 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.
4<PAGE>
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. October 11, 1994
Ralph W. Laster, Jr. Chairman of the Board,
Chief Executive Officer,
Chief Financial Officer and Director
(Principal Executive Officer,
Principal Accounting Officer and
Principal Financial Officer)
/s/ Mark V. Heitz President, General Counsel October 11, 1994
Mark V. Heitz and Director
/s/ Janis L. Andersen Director October 11, 1994
Janis L. Andersen
/s/ Robert G. Billings Director October 11, 1994
Robert G. Billings
/s/ Jack H. Brier Director October 11, 1994
Jack H. Brier
/s/ R. Rex Lee, M.D. Director October 11, 1994
R. Rex Lee, M.D.
/s/ Robert R. Lee, II Director October 11, 1994
Robert R. Lee, II
/s/ Robert T. McElroy, M.D. Director October 11, 1994
Robert T. McElroy, M.D.
/s/ James V. O'Donnell Director October 11, 1994
James V. O'Donnell
</TABLE>
5<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit No. Page
<C> <S> <C>
5 Opinion of Foulston & Siefkin as to the legality of the
securities to be issued. 7
23.1 Consent of Deloitte & Touche LLP. 8
23.2 Consent of Foulston & Siefkin (set forth in Exhibit 5
hereto). 7
24.2 Power of Attorney (set forth on signature page hereto).
</TABLE>
6
<PAGE> 1
FOULSTON & SIEFKIN
October 11, 1994
Re: Registration Statement on Form S-8
1994 Stock Purchase Plan for AmVestors Financial Corporation
Non-Employee Directors
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8
("Registration Statement") to be filed by AmVestors Financial Corporation, a
Kansas corporation (the "Company") on October 11, 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 100,000 shares of the
Company's common stock, no par value (the "Shares") as provided in the
AmVestors Financial Corporation 1994 Stock Purchase Plan for Non-Employee
Directors (the "Plan"), we have examined such documents, corporate records,
certificates, and other instruments as we have deemed necessary or appropriate
for purposes of this opinion, with respect to:
(a) the organization of the Company; and
(b) the legal sufficiency of all corporate proceedings of the Company
taken in connection with the adoption of the
Plan.
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 upon such examination, we are of the opinion that:
1. The Company is duly organized and validly existing in good
standing under the laws of the State of Kansas;
2. The Company has taken all necessary and required corporate action
in connection with the creation of the
Plan; and
3. When the Registration Statement shall have been filed with the
Securities and Exchange Commission, the
Shares will, when issued pursuant to and in accordance with the terms of the
Plan and upon receipt by the
Company of the consideration for such shares as set forth in the Plan, be duly
authorized, validly issued, fully
paid, and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/Foulston & Siefkin
7
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
AmVestors Financial Corporation on Form S-8 of the reports of Deloitte &
Touche dated March 30, 1994, appearing in the Annual Report on Form 10-K of
AmVestors Financial Corporation for the year ended December 31, 1993 and to
the reference to Deloitte & Touche LLP under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/Deloitte & Touche LLP
Kansas City, Missouri
October 11, 1994
8
