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. 1996 CONSOLIDATED STOCK OPTION PLAN
(Full Title of the Plan)
------------------
Vince A. Berta, Chairman, President and Chief Executive Officer
Trans Financial, Inc.
500 East Main Street
Bowling Green, Kentucky 42101
(502) 781-5000
(Name and Address of Agent for Service,
Telephone Number, Including Area Code,
of Agent For Service)
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered Share(F2) Price (F2) Fee
<S> <C> <C> <C> <C>
Common Stock
(no par ............. 347,380 Shares(F1) $ 27.60 $ 9,587,688.00 $ 2,905.36
value) and associated
Preferred Stock
Purchase Rights (F3)
<FN>
(1) Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating
the amount of the registration fee. The proposed maximum offering price
per share was determined by calculating the weighted average exercise
price of 347,380 shares being offered under outstanding options at a
weighted average exercise price of $27.60.
(3) The Company's Preferred Stock Purchase Rights initially are carried and
traded with the shares of Common Stock of the Company being registered
hereunder. Value attributable to such Preferred Stock Purchase Rights,
if any, is reflected in the market price of the Common Stock.
</FN>
</TABLE>
<PAGE>
PART I
All information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.
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 (the "Commission"):
A. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, as amended;
B. All reports filed with the Commission pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since December 31, 1997; and
C. The description of the shares of Common Stock contained in
the Company's registration of the shares under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, 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
document. 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 Company, 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,
only upon delivery 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 Company 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; 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 Company 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.
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 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;
(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 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 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 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.
<PAGE>
SIGNATURES
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, Commonwealth of Kentucky, on June 15,
1998.
TRANS FINANCIAL, INC.
By /s/Vince A. Berta
Vince A. Berta, Chairman of the Board,
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Vince 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
Statement, 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/ Vince A. Berta Chairman of the Board, June 15, 1998
Vince A. Berta President, Chief Executive
Officer, and Director
(Principal Executive Officer)
/s/ Edward R. Matthews Executive Vice President and June 15, 1998
- ----------------------- Chief Financial Officer
Edward R. Matthews (Principal Financial and
Accounting Officer)
/s/Mary D. Cohron Director June 15, 1998
Mary D. Cohron
Director ______, 1998
David B. Garvin
/s/ Wayne Gaunce Director June 15, 1998
Wayne Gaunce
Howard Gray Director June 15,1998
C.C. Howard Gray
/s/ Charles A. Hardcastle Director June 15, 1998
- -------------------------
Charles A. Hardcastle
Carroll Knicely Director ______, 1998
/s/ C. Cecil Martin Director June 15, 1998
- -------------------
C. Cecil Martin
/s/ James D. Scott Director June 15, 1998
- -------------------
James D. Scott
/s/ William B. Van Meter Director June 15, 1998
- ------------------------
William B. Van Meter
<PAGE>
Exhibit Number Description of Exhibit
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 Manufacturers Hanover Trust Company and the
Registrant is incorporated by reference
to Exhibit 4(a) to the Registrant's Report on Form
10-K for the year ended December 31, 1997.
5 Opinion of Brown, Todd & Heyburn PLLC as to
legality of the Common Stock.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Brown, Todd & Heyburn PLLC (included in
Exhibit 5).
24 Power of Attorney (included on signature page of
this Registration Statement)
Exhibit 5
July 1, 1998
Trans Financial, Inc.
500 East Main Street
Bowling Green, Kentucky 42101
Re: 1996 Consolidated Stock Option Plan
Board of Directors:
We have acted as counsel to Trans Financial, Inc. (the "Company") in
connection with the registration of 347,380 shares (the "Shares") of the
Company's common stock (the "Common Stock") covered by the Registration
Statement on Form S-8 filed by the Company pursuant to the Securities Act of
1933, as amended (the "Act"), to which this opinion is an exhibit, which Shares
may be issued pursuant to the Company's 1996 Consolidated Stock Option Plan, as
amended (the "Plan").
As such counsel, we have examined originals, or copies certified to our
satisfaction, of the Plan, the Company's Articles of Incorporation and Bylaws,
such agreements, documents, certificates and other statements of government
officials and corporate officers and representatives, and other papers as we
have deemed relevant and necessary as a basis for our opinion. In such
examination we have assumed the genuineness of all documents submitted to us as
originals and the conformity with the original document of documents submitted
to us as copies. In addition, as to matters of fact only, we have relied, to the
extent we deemed such reliance proper, upon certificates and other written
statements of public officials and corporate officers of the Company.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized for issuance in accordance with the
terms of the Plan, and when the Shares are issued, delivered and paid for, in
accordance with the terms of the Plan, they will be duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Registration Statement, including amendments thereto.
Very truly yours,
BROWN, TODD & HEYBURN PLLC
/s/ James A. Giesel
James A. Giesel, Member
Consent of Independent Auditors
The Board of Directors
Trans Financial, Inc.
We consent to the use of our report incorporated herein by reference..
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Louisville, Kentucky
July 1, 1998
