As filed with the Securities and Exchange Commission on October 21, 1996
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 its charter)
KANSAS 48-1021516
(State or other jurisdiction of (I.R.S. Employer Identif-
incorporation) ication Number)
415 Southwest Eighth Avenue
Topeka, Kansas 66603
913/232-6945
(Address, including ZIP Code, and telephone number, including area code,
of registrant's principal executive offices)
AMVESTORS FINANCIAL CORPORATION
1996 INCENTIVE 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
913/295-4401
(Name, address, including ZIP code, and telephone number, including
area code, of agent for service)
COPIES TO:
BENJAMIN C. LANGEL MICHAEL H. MILLER
Foulston & Siefkin Vice President, Assistant General Counsel
700 Fourth Financial Center and Assistant Secretary
Wichita, Kansas 67202 AmVestors Financial Corporation
316/267-6371 415 Southwest Eighth Avenue
Topeka, Kansas 66603
316/295-4401
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum Amount
class of secur- Amount to offering aggregate of reg-
ities to be be regis- price per offering istration
registered tered unit(1) price(1) fee
Common Stock, 950,000 shares $14.5625 $13,834,375 $4,771.00
No Par Value
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on a price of $14.5625 per share being the
average of the high and low prices per share as reported in the consolidated
reporting system on October 17, 1996.
Exhibit Index is located on page 10 of manually signed original
Page 1 of 10 pages
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(File No. 0-15330) are hereby incorporated as of their respective dates in this
Registration Statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 and the financial statements and notes and schedules thereto
incorporated therein;
(b) The description of the Common Stock contained in the Registrant's
registration statement on Form 8-A dated September 23, 1987;
(c) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996;
(d) The Registrant's Current Report on Form 8-K dated
April 8, 1996;
(e) The Registrant's Quarterly Report on Form 10-Q for
the six months ended June 30, 1996;
(f) The Registrant's Current Report on Form 8-K dated
July 1, 1996;
(g) The Registrant's Current Report on Form 8-K dated
August 13, 1996;
(h) Amendment No. 1 to the Quarterly Report on Form 10-
Q for the six months ended June 30, 1996; and
(i) All other reports filed pursuant to Section 12(a) or 15(d) of the Securities
Exchange Act of 1934 since December 31, 1995.
- 1 -
<PAGE>
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934 prior to the filing
by the Registrant 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.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
K.S.A. ss. 17-6305 provides as follows:
(a) A corporation shall have power to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, including attorneys' fees, if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation; and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
- - 2 -
<PAGE>
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, including attorney fees,
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b), or in defense of any claim,
issue or matter therein, such director, officer, employee or agent shall be
indemnified against expenses actually and reasonably incurred by such person in
connection therewith, including attorney fees.
(d) Any indemnification under subsections (a) and (b), unless ordered by a
court, shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances
- - 3 -
<PAGE>
because such director, officer, employee of agent has met the applicable
standard of conduct set forth in subsections (a) and (b). Such determination
shall be made (l) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
(e) Expenses incurred by a director or officer in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it is ultimately determined that the director or officer is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in a person's official
capacity and as to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under the provisions of this
section.
(h) For purposes of this section, references to
"the corporation" shall include, in addition to the
- - 4 -
<PAGE>
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this section
with respect to the resulting or surviving corporation as such person would have
with respect to such constituent corporation if its separate existence had
continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
The indemnification provisions in the Registrant's bylaws
are substantially identical to K.S.A. 17-6305.
The Registrant has entered into indemnification agreements with its officers
pursuant to which it has agreed to indemnify them to the fullest extent
permitted by law and to
- - 5 -
<PAGE>
maintain directors and officer liability insurance in "reasonable amounts"
unless the Registrant determines in good faith that such insurance is not
available, that the premium costs are disproportionate to the coverage, the
coverage is limited by exclusions so as to provide insufficient benefits, or the
officer is covered adequately by similar insurance maintained by an affiliate of
Registrant.
Pursuant to a policy of directors' and officers' liability insurance are
insured, subject to the limits, retention, exceptions and other terms and
conditions of the policy, against liability for any actual or alleged error or
misstatement or misleading statement or act or omission or neglect or breach of
duty while acting in their capacities as directors or officers of the
Registrant.
The foregoing indemnification rights would apply to liabilities arising or
alleged to have arisen under the Federal Securities Act. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
The Registrant's Articles of Incorporation as amended and restated provide that
no director of the Registrant shall be held personally liable to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty as a
director. Such provision does not eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for improperly paid
dividends or stock repurchases, or (iv) for any transaction from which the
director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable.
- - 6 -
<PAGE>
Item 8. Exhibits.
The following exhibits are filed as a part of this Form S-8 Registration
Statement:
Exhibit No. Description
4(a) AmVestors Financial Corporation 1996 Incentive
Stock Option Plan
4(b) Form of Incentive Stock Option Agreement
5 Opinion of Foulston & Siefkin
24(a) Consent of Foulston & Siefkin (contained in Exhibit
5)
24(b) Consent of Deloitte & Touche LLP
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 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.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment to this 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.
(3) To remove from this registration by means of a post-effective amendment any
of the securities being registered that 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
- - 7 -
<PAGE>
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 this 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
Registrant pursuant to the foregoing provisions, or otherwise, 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 Registrant of expenses incurred or
paid by a director, officer, or controlling person of 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, 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.
- - 8 -
<PAGE>
SIGNATURES
The Registrant Pursuant to the requirements of the Securities Act of 1933,
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 Form S-8
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, 1996.
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
Each person whose signature appears below constitutes and appoints Ralph W.
Laster, Jr. and Mark V. Heitz, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Form S-8 Registration Statement and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
- - 9 -
<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
dates indicated.
Signature Title Date
/s/ Ralph W. Laster, Jr. Chairman of the Board, October 11, 1996
Ralph W. Laster, Jr. Chief Executive Officer,
Chief Financial Officer
and Director (Principal
Executive Officer,
Principal Accounting Officer,
and Principal Financial
Officer of the Issuer)
/s/ Mark V. Heitz President, General October 11, 1996
Mark V. Heitz Counsel, and Director
/s/ Janis L. Andersen Director October 14, 1996
Janis L. Andersen
/s/ Robert G. Billings Director October 12, 1996
Robert G. Billings
/s/ Jack H. Brier Director October 15, 1996
Jack H. Brier
/s/ R. Rex Lee, M.D. Director October 12, 1996
R. Rex Lee, M.D.
/s/ Robert R. Lee Director October 12, 1996
Robert R. Lee
/s/ Robert T. McElroy, M.D. Director October 16, 1996
Robert T. McElroy, M.D.
/s/ James V. O'Donnell Director October 12, 1996
James V. O'Donnell
- - 10 -
<PAGE>
/s/ Frank T. Crohn Director October 15, 1996
Frank T. Crohn
/s/ Jack R. Manning Director October 14, 1996
Jack R. Manning
/s/ John F. X. Mannion Director October 15, 1996
John F. X. Mannion
- 11 -
<PAGE>
EXHIBIT INDEX
Page No. in
Manually Signed
Exhibit No. Description Original
4(a) AmVestors Financial Corporation
1996 Incentive Stock Option Plan
4(b) Form of Incentive Stock
Option Agreement
5 Opinion of Foulston & Siefkin L.L.P.
24(a) Consent of Foulston & Siefkin L.L.P.
(contained in Exhibit 5)
24(b) Consent of Delloitte & Touche LLP
- - 12 -
<PAGE>
INDEPENDENT AUDITOR'S CONSENT
We consent to the use in this Registration Statement of AmVestors
Financial Corporation on Form S-8 of our reports dated February 29, 1996,
appearing in the Annual Report on Form 10-K of AmVestors Financial
Corporation for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
October 21, 1996
Exhibit 24(b)
- i -
<PAGE>
FOULSTON & SIEFKIN L.L.P.
700 Fourth Financial Center
Wichita, Kansas 67202
(316)267-6371
October 18, 1996
AmVestors Financial Corporation
415 S.W. Eighth Avenue
Topeka, Kansas 66603
Re: Registration Statement on Form S-8
AmVestors Financial Corporation 1996 Incentive Stock Option Plan
Dear Sirs:
We have acted as special counsel to AmVestors Financial Corporation, a Kansas
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a registration statement on Form S-8
and exhibits thereto (the "Registration Statement") covering the registration
under the Securities Act of 1933, as amended, of 950,000 shares of the Company's
common stock, no par value (the "Shares"), which may be offered pursuant to the
Company's 1996 Incentive Stock Option Plan (the "Plan").
In connection with this opinion, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, corporate
records, certificates, and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, with respect to:
1. The organization of the Company; and
2. The legal sufficiency of all corporate proceedings of the
Company taken in connection with the adoption of the Plan.
Based upon such examination, we are of the opinion that:
(a) The Company is a corporation, validly existing and in good
standing under the laws of the State of Kansas;
(b) The Company has taken all necessary and required corporate
action in connection with the creation of the Plan; and
Exhibit 5
- - ii -
<PAGE>
(c) When the Registration Statement shall have been filed with the Securities
and Exchange Commission, the Shares will, when issued pursuant to and as
described in the Registration Statement and the Plan and upon receipt by the
Company of the consideration for such shares as described in the Registration
Statement and the Plan, be duly authorized, validly issued, fully paid, and
nonassessable.
We hereby consent (i) to be named in the Registration Statement, and in the
Prospectus which constitutes a part thereof, as the attorneys who will pass upon
legal matters in connection with the sale of the Shares covered by the
Registration Statement, and (ii) to the filing of this opinion as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
/s/ Foulston & Siefkin L.L.P.
FOULSTON & SIEFKIN L.L.P.
- - iii -
