As filed with the Securities and Exchange Commission on December 1, 2000
Registration No. 333-
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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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BRITTON & KOONTZ CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Mississippi 64-0665423
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification Number)
or organization)
500 Main Street
Natchez, Mississippi 39120
(601) 445-5576
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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BRITTON & KOONTZ CAPITAL CORPORATION'S
ASSUMPTION OF THE
LOUISIANA BANCSHARES, INC. INCENTIVE STOCK OPTION PLAN
(Full title of the Plan)
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W. Page Ogden Copy to:
President and Chief Executive Officer Virginia Boulet, ESQ.
Britton & Koontz Capital Corporation Phelps Dunbar, L.L.P.
500 Main Street 365 Canal Street, 20th Floor
Natchez, Mississippi 39120 New Orleans, Louisiana 70130
(601) 445-5576 (504) 584-9286
(Name, address, including zip code,
and telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered(1) per share(2) price(2) registration fee
------------------------------------------- -------------------- --------------------- ---------------------- ------------------
Common Stock, $2.50 par value 47,124 shares $ 13.50(2) $ 636,174 $ 168.00
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(1) Upon the occurrence of any future stock split, stock dividend or
similar transaction involving common stock of the Registrant during the
effectiveness of this Registration Statement, the number of securities
registered shall be automatically increased to cover the additional
securities in accordance with Rule 416(a) under the Securities Act of
1933.
(2) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, as permitted by Rule 457(h)(1) of such Act, based upon the
average of the bid and asked price for the Company's share of common
stock as of November 10, 2000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
*Item 1. Plan Information.
*Item 2. Registrant Information and Employee Plan Annual Information.
* The information required by Part I of Form S-8 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, 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.
The following documents filed by Britton & Koontz Capital Corporation
with the Securities and Exchange Commission ("S.E.C.") are incorporated in this
Registration Statement by reference:
(1) Britton & Koontz's Registration Statement on Form S-4 and Amendment
No. 1 thereto (S.E.C. File No. 333-47982), filed with the S.E.C. on October 16
and October 27, 2000, respectively.
(2) Britton & Koontz's Reports on Form 10QSB (S.E.C. File No. 0-22606)
for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000,
filed with the S.E.C. on May 15, 2000, August 14, 2000 and November 14, 2000,
respectively.
(3) Britton & Koontz's Annual Report on Form 10KSB (S.E.C. File No.
0-22606) for the year ended December 31, 1999, filed with the S.E.C. on March
31, 2000.
(4) The description of Britton & Koontz's common stock, $2.50 par value
per share, set forth in Britton & Koontz's Registration Statement on Form 8-A
filed with the S.E.C. on October 13, 1993 pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended ("Exchange Act").
All documents subsequently filed by Britton & Koontz pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing by Britton & Koontz
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 such documents. Any
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statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statements 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.
The shares of Britton & Koontz's common stock registered hereby are
included in a class of securities registered under Section 12 of the Exchange
Act.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Mississippi Business Corporation Act contains provisions that
directly affect the liability of officers and directors to the corporations and
stockholders whom they serve. Article 8, Subarticle E of the MBCA (Section
79-4-8.50 et seq.) contains provisions that permit Mississippi corporations to
indemnify officers and directors, as well as certain other individuals who act
on behalf of such corporations. Article 8, Subarticles C and D (Section
79-4-8.30 et seq. and 79-4-8.40 et seq.) set forth the standards of conduct
required for directors and officers, respectively, of a Mississippi corporation.
Section 79-4-8.30 of the MBCA provides that directors of a Mississippi
corporation are required to discharge the duties of their position in good
faith, with the care that an ordinarily prudent person would exercise under
similar circumstances in like positions and in a manner reasonably believed to
be in the best interests of the corporation. This section specifically provides
that in considering the best interests of the corporation, the director must
consider the interests of the corporation's stockholders. A director is allowed
to rely in good faith on information provided to him or her by the corporation's
officers, legal counsel, accountants, other experts and board committees on
which he or she is not a member. Section 79-4-8.42 imposes the same standards of
conduct on officers of Mississippi corporations, except there is no specific
provision regarding the interests of the stockholders. Officers are allowed to
rely in good faith on information provided to them by other officers, legal
counsel, accountants and other experts. If directors and officers perform their
duties in compliance with these sections, they will not be liable for any
action, or failure to take action, taken in the performance of their duties.
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Section 79-4-8.33 imposes personal liability of directors to the
corporation and its stockholders for distributions made in excess of standards
established by Mississippi law or in the corporation's articles of
incorporation. The MBCA also provides that a director cannot be indemnified, as
allowed by the provisions of the MBCA discussed below, in circumstances where,
in his performance as a director, he has received a financial benefit to which
he is not entitled, he intentionally inflicts harm on the corporation or its
stockholders or he intentionally violates any criminal law. Section
79-4-2.02(b)(4) permits the corporation to include indemnification provisions in
its articles of incorporation for acts other than those outlined above.
Article Eighth of Britton & Koontz's articles of incorporation complies
with the permitted indemnification provision of Section 79-4-2.02(b)(4). Article
Eighth provides that the personal liability of a director of Britton & Koontz is
eliminated, except liability for (a) the amount of a financial benefit received
by a director to which he is not entitled, (b) an intentional infliction of harm
on the Corporation or the stockholders, (c) a violation of Section 79-4-8.33
(liability for unlawful distributions), Mississippi Code Ann. (1972), as
amended, or (d) an intentional violation of criminal law.
Section 79-4-8.53 of the MBCA specifically provides that a corporation
may advance all expenses for defense of a director in any lawsuit brought
against a director in his capacity as a director. Such advances may be made
under the MBCA only after a determination that the director met all relevant
standards of conduct. Article VI, Section 6.05 of Britton & Koontz's by-laws
provides that expenses (including attorneys' fees) incurred in defending a claim
may be paid by the Corporation in advance of the final disposition of the claim
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such advanced amount if and to the extent it shall
ultimately be determined that such person is not entitled to be indemnified by
the Corporation.
Section 79-4-8.51 of the MBCA permits a Mississippi corporation to
indemnify any officer to the same extent as a director. Article VI, Sections
6.01 and 6.04 of Britton & Koontz's by-laws provide that any person who is or
was a party or is threatened to be made a party to any action, suit or
proceeding by reason of the fact that he or she was a director, officer,
employee or agent of the corporation, or was serving at the request of the
corporation in one of those capacities for another business, may be indemnified
to the fullest extent allowed law against all expense, liability and loss
(including attorneys' fees, judgments, fines and amounts paid in settlement)
reasonably incurred by such persons.
Further, indemnification of officers and directors against reasonable
expenses is mandatory under Section 79-4-8.52 of the MBCA to the extent the
officer or director is successful on the merits or otherwise in the defense of
any action or suit against him giving rise to a claim of indemnification.
Article VI, Section 6.03 of Britton & Koontz's by-laws specifically provides for
such indemnification.
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Section 79-4-8.57 permits a Mississippi corporation to purchase and
maintain insurance on behalf of its officers and directors, against liability
asserted against or incurred by them in their capacities as officers or
directors, whether or not the corporation would have the power to indemnify such
officers or directors or advance funds for the same liability. Article VI,
Section 6.07 of Britton & Koontz's by-laws permits Britton & Koontz to obtain
such insurance.
The MBCA treats suits by or in the right of the corporation, or
derivative suits, differently from other legal actions. Indemnification is not
permitted in a derivative action, except for reasonable expenses incurred in
connection with the proceeding if the officer or director has met the relevant
standards of conduct.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Description
No.
4 Britton & Koontz Capital Corporation's Assumption of the Louisiana
Bancshares, Inc. Incentive Stock Option Plan, including as attachments
thereto: (a) resolutions adopted by the Board of Directors of Britton &
Koontz on November 21, 2000, (b) a form of grant letter, (c) the
prospectus delivered to plan participants, and (d) Sections 1.04 and
1.05 of the Agreement and Plan of Merger by and between Britton &
Koontz Capital Corporation and Louisiana Bancshares, Inc. dated August
25, 2000.
5.1 Opinion of Phelps Dunbar, L.L.P. as to the legality of the shares of
Britton & Koontz common stock being registered hereby.
23.1 Consent of May & Company.
23.2 Consent of Phelps Dunbar, L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page of this Registration
Statement).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers of shares are being
made, a post- effective amendment to this Registration Statement:
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(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the S.E.C. pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective 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.
(4) If the registration is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.
(5) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(6) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act;
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and, where interim financial information required to be presented by Article 3
of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(7) Insofar as indemnification for liabilities arising under the
Securities Act 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 S.E.C. such
indemnification is against public policy as expressed in such 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 submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in such Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Natchez, State of Mississippi, on this 21st day
of November, 2000.
BRITTON & KOONTZ CAPITAL CORPORATION
/s/ W. Page Ogden
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W. Page Ogden,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears immediately below constitutes and appoints W. Page Ogden, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent 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 might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
BRITTON & KOONTZ CAPITAL CORPORATION
By:/s/ W. Page Ogden
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W. Page Ogden,
President and Chief Executive Officer
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<CAPTION>
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Signature Title Date
/s/ W. J. Feltus III Chairman of the Board November 29, 2000
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W. J. Feltus III
/s/ W. Page Ogden President and Chief Executive November 21, 2000
------------------------------------ Officer/Director
W. Page Ogden
/s/ Bazile R. Lanneau Chief Financial and Accounting November 21, 2000
------------------------------------ Officer/Director
Bazile R. Lanneau, Jr.
/s/ W. W. Allen, Jr. Director November 21, 2000
------------------------------------
W. W. Allen, Jr.
/s/ Craig A. Bradford Director November 21, 2000
------------------------------------
Craig A. Bradford
/s/ James J. Cole Director November 21, 2000
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James J. Cole
/s/ A. J. Ferguson Director November 21, 2000
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A. J. Ferguson
/s/ C. H. Kaiser, Jr. Director November 21, 2000
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C. H. Kaiser, Jr.
/s/ Albert W. Metcalfe Director November 21, 2000
-----------------------------------
Albert W. Metcalfe
/s/ Bethany L. Overton Director November 21, 2000
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Bethany L. Overton
/s/ Robert R. Punches Director November 21, 2000
------------------------------------
Robert R. Punches
S-2
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EXHIBIT INDEX
Exhibit
4 Britton & Koontz Capital Corporation's Assumption of the Louisiana
Bancshares, Inc. Incentive Stock Option Plan, including as attachments
thereto: (a) resolutions adopted by the Board of Directors of Britton &
Koontz on November 21, 2000, (b) a form of grant letter, (c) the
prospectus delivered to plan participants, and (d) Sections 1.04 and
1.05 of the Agreement and Plan of Merger by and between Britton &
Koontz Capital Corporation and Louisiana Bancshares, Inc. dated August
25, 2000.
5.1 Opinion of Phelps Dunbar, L.L.P. as to the legality of the shares of
Britton & Koontz common stock being registered hereby.
23.1 Consent of May & Company.
23.2 Consent of Phelps Dunbar, L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page of this Registration
Statement).
