As filed with the Securities and Exchange Commission on December 22, 1995.
Registration No. 33-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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TRANS FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Kentucky 61-1048868
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 East Main Street
Bowling Green, Kentucky 42101
(Address of Principal Executive Offices, including Zip code)
TRANS FINANCIAL, INC. SAVINGS INVESTMENT PLAN
(Full title of the Plan)
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Douglas M. Lester, President
Trans Financial, Inc.
500 East Main Street
Bowling Green, Kentucky 42101
(Name and address of agent for service)
(502) 781-5000
(Telephone number, including area code, of agent for service)
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Approximate date of commencement of proposed sale to
public: From time to time after the effective date of this
Registration Statement.
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate registration
per unit(2) offering price(2) fee
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Common Stock, 450,000(1) $17.50 $7,875,000 $2,715.52
no par value shares
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(1) Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(g).
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
14 sequentially numbered pages. Exhibit index on page 11.
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PART I
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INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Trans Financial, Inc. (the "Company") hereby incorporates by reference into
this Registration Statement the documents listed below which have been filed
with the Securities and Exchange Commission:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1994, as amended; and
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995;
3. The Annual Report of the Trans Financial, Inc. Savings Investment Plan
(the "Plan") for the year ended December 31, 1994, included as an exhibit
to the Company's Annual Report on Form 10-K for the year ended December 31,
1994, incorporated by reference herein; and
4. The description of the Company's Common Stock contained in the Company's
registration statement under Section 12(b) of the Securities Exchange Act
of 1934 and any amendment or report filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company or the
Plan with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing 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 into this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference is deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this Registration Statement modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article XI of the Company's Restated Articles of Incorporation limits
the liability of directors of the Company pursuant to the Kentucky Business
Corporation Act. Under this Article, directors generally will be personally
liable to the Company or its shareholders for monetary damages only for
transactions involving conflicts of interest or from which a director derives an
improper personal benefit, intentional misconduct or violations of law, and
unlawful distributions. The Articles of Incorporation further provide that the
Bylaws of the Company may set forth indemnification requirements.
The Bylaws of the Company require the Company to indemnify each person
who was or is made a party or is threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative
("Proceeding"), by reason of the fact that he or she is or was a director or
officer of the Company, or is or was serving in such capacity with another
entity at the request of the registrant, for the costs of such Proceeding to the
fullest extent authorized by Kentucky law. If the Proceeding was initiated by
the officer or director, however, indemnification is permitted only if the
Proceeding was authorized by the Board of Directors. The costs indemnified
include all expenses, liability and loss reasonably incurred or suffered by the
director or officer in connection with his or her action on behalf of the
Company.
The Bylaws of the Company further provide for the advancement of
expenses incurred by an officer or director, and reimbursable under the Bylaws,
prior to the Company of an agreement, by or on behalf of such director or
officer, to repay all amounts advanced if it is ultimately determined that such
director or officer is not entitled to indemnification.
If a claim is not paid in full by the Company within ninety days after
a written claim has been received, the director or officer making the claim may
bring suit against the Company to recover any unpaid amount. If the director or
officer is successful, in whole or in part, he or she will be entitled to be
paid the expense of prosecuting such claim. Although it is a defense to an
action against the Company by a director or officer that he or she has not met
the standards of conduct which make it permissible under Kentucky law for the
Company to indemnify, the registrant has the burden of proving this defense.
The circumstances under which Kentucky law requires or permits a
corporation to indemnify its directors, officers, employees and/or agents are
set forth at KRS 271B.8-500 et seq.
Generally, under KRS 271B.8-500 et seq., a corporation may indemnify an
individual made a party to a proceeding because he is or was a director against
liability incurred in the proceeding if (a) he conducted himself in good faith,
and (b) he reasonably believed: in the case of conduct in his official capacity
with the corporation, that his conduct was in its best interests best interests;
and ,in all other cases, that his conduct was at least not opposed to its best
interests; and (c) in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.
A corporation may not indemnify a director: (a) in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation; or (b) in connection with any other
proceeding charging improper personal benefit to him, whether or not involving
action in his official capacity, in which he was adjudged liable on the basis
that personal benefit was improperly received by him.
Indemnification permitted in connection with a proceeding by or in the
right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.
In addition, the Company maintains directors' and officers' liability
insurance covering certain liabilities which may be incurred by the directors
and officers of the registrant in connection with the performance of their
duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits set out on the Exhibit Index included herewith are
incorporated by reference herein. The registrant will submit or has submitted
the Plan and any amendment thereto to the Internal Revenue Service("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code.
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:
[a] To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
[b] 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;
[c] 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 information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the 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 this
registration statement.
[2] That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, 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 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 (and each filing of an employee benefit plan's
annual report pursuant to 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 such 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.
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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 Bowling Green, State of Kentucky, on December
18, 1995.
TRANS FINANCIAL, INC.
By /s/ Douglas M. Lester
Douglas M. Lester, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Douglas M. Lester, Vincent A.
Berta and Edward R. Matthews, and each of them, as 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 said Registration Statements, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said 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 in and about the premises, as fully and
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 substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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/ Douglas M. Lester Chairman of the Board, President, December 18, 1995
Douglas M. Lester Chief Executive Officer and
Director (Principal Executive
Officer)
/s/ Edward R.Matthews Edward R.Treasurer and Chief Financial December 19,1995
Matthews Officer (Principal Financial and
Accounting Officer)
/s/Barry D. Bray Director December 18, 1995
- -------------------------Director , 1995
Mary D. Cohron
/s/Floyd H. Ellis Director December 18, 1995
/s/J. David Francis Director December 18, 1995
/s/Roy E. Gaddie Director December 18, 1995
/s/John B. Gaines Director December 18,1995
/s/David B. Garvin Director December 18,1995
/s/Wayne Gaunce Director December 18,1995
/s/C.C.Howard Gray Director December 18,1995
/s/Charles A. Hardcastle Director December 18,1995
- -------------------------Director , 1995
Carroll Knicely
/s/ C. Cecil Martin Director December 18,1995
/s/Frank Mastrapasqua Director December 18,1995
/s/Joseph I. Medalie Director December 18,1995
- -------------------------Director , 1995
James D. Scott
/s/Charles M. Stewart Director December 18,1995
/s/William B. Van Meter Director December 18,1995
/s/Thomas R. Wallingford Director December 18,1995
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SIGNATURES
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees of the Plan have duly caused this registration statement to be
signed on its behalf by the undersigned thereunto duly authorized, in the City
of Bowling Green, State of Kentucky, on December 18, 1995.
TRANS FINANCIAL, INC. SAVINGS INVESTMENT PLAN
By: Trans Financial Bank, National Association
Trustee
By: s/s Ronald Szejner
Ronald Szejner, Executive Vice-President
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INDEX TO EXHIBITS
Description of Exhibit Page No.
4(a) Restated Articles of Incorporation of the Registrant
incorporated by reference to Exhibit (4)(a) to the
Registrant's report on Form 10-Q for the quarter ended March
31, 1995.
4(b) Articles of Amendment to Restated Articles of Incorporation of
the Registrant incorporated by reference to Exhibit 4(b) to
the Registrant's report on form 10-Q for the quarter ended
March 31, 1995.
4(c) Bylaws of the Registrant as amended are incorporated by
reference to Exhibit 4(b) to the Registrant's report on Form
10-K for the year ended December 31, 1993.
4(d) Rights Agreement dated January 20, 1992 between First Union
National Bank of North Carolina and the Registrant is
incorporated by reference to Exhibit 1 to the Registrant's
report on Form 8-K dated January 24, 1992.
5 Opinion of Wyatt, Tarrant & Combs as to the
legality of the Common Stock. 12
23(a) Consent of KPMG Peat Marwick LLP. 14
23(b) Consent of Wyatt, Tarrant & Combs (included in Exhibit 5).
24 Power of Attorney (included on signature page of this
Registration Statement).
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Exhibit 5
WYATT, TARRANT & COMBS
2800 Citizens Plaza
Louisville, Kentucky 40202
December 22, 1995
Board of Directors
Trans Financial, Inc.
500 East Main Street
Bowling Green, Kentucky 42101
Gentlemen:
We have acted as counsel to Trans Financial, Inc., a Kentucky
corporation (the "Company"), in connection with the registration of 450,000
shares of the Company's common stock (the "Shares"), on the Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act") which may be issued by the Company pursuant to the
Trans Financial, Inc. Savings Investment Plan (the "Plan").
We have examined and are familiar with the Company, its organization
and proceedings related thereto. We have also examined such other documents and
procedures as we have considered necessary for the purpose of this opinion.
Based upon the foregoing and subject to the qualifications hereinafter
set forth, we are of the opinion that the Shares have been duly authorized and,
when issued and sold in accordance with the Registration Statement, the
prospectus delivered to participants in the Plan pursuant to the requirements of
the Act, the pertinent provisions of any applicable state securities laws and
the Plan, will be validly issued, fully paid and nonassessable.
We express no opinion with respect to Shares issuable under the Plan
which are purchased by the Company on the open market and which are not original
issuance shares.
We are members of the Bar of the Commonwealth of Kentucky and do not
purport to be experts on the laws of any jurisdiction other than the
Commonwealth of Kentucky and the Federal laws of the United States of America,
and we express no opinion as to the laws of any jurisdiction other than those
specified.
Our opinion is directed to the Board of Directors of the Company and
may not be relied upon by any persons other than said directors, recipients of
the prospectus and participants in the Plan. We expressly disclaim any
responsibility for advising you of any change hereafter occurring in
circumstances touching or concerning the transaction which is the subject of
this opinion, including any changes in the law or in factual matters occurring
subsequent to the date of this opinion.
We hereby consent to the filing of this opinion, or copies thereof, as
an Exhibit to the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Sincerely,
WYATT, TARRANT & COMBS
/s/ Wyatt, Tarrant & Combs
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Exhibit 23(a)
The Board of Directors
Trans Financial, Inc.
We consent to the use of our report incorporated herein by reference. Our report
refers to changes in accounting for income taxes and investments in debt and
equity securities.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Louisville, Kentucky
December 22, 1995
