As filed with the Securities and Exchange Commission
on January 28, 1998
Registration No. 333-_______________
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______________________________________________________________________________________________________________
______________________________________________________________________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
MID-AMERICA BANCORP
(Exact name of registrant as specified in its charter)
<S> <C>
KENTUCKY 61-1012933
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 WEST BROADWAY
LOUISVILLE, KENTUCKY 40202
(Address of Principal Executive Offices)
1995 INCENTIVE STOCK OPTION PLAN OF MID-AMERICA BANCORP
EMPLOYMENT AGREEMENTS BETWEEN THE REGISTRANT AND GAIL POHN AND ROBERT H. SACHS
(Full title of the plans)
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<CAPTION>
<S> <C> Copy to:
ROBERT H. SACHS, EXECUTIVE VICE PRESIDENT CYNTHIA W. YOUNG, ESQ.
MID-AMERICA BANCORP WYATT, TARRANT & COMBS
500 WEST BROADWAY 2800 CITIZENS PLAZA
LOUISVILLE, KENTUCKY 40202 LOUISVILLE, KENTUCKY 40202
(Name and address of agent for service)
(502) 589-3351
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate offering registration
to be registered registered per share<F1> price<F1> fee
<S> <C> <C> <C> <C>
COMMON STOCK, 1,023,182<F2>
NO PAR VALUE SHARES $32.3125 $33,061,568 $9,753.17
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<F1> Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) based on the average of the average of the high and low prices
of the Common Stock as of January 26, 1998 on the American Stock Exchange, as
reported in the consolidated reporting system.
<F2> The Registrant also registers hereby such indeterminate number of
additional shares as may be required to cover antidilutive adjustments under
the 1995 Incentive Stock Option Plan and the options granted to two executive
officers.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference the following documents in
this Registration Statement:
A. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
B. The information appearing under the headings "ELECTION OF
DIRECTORS", "COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934", "EXECUTIVE COMPENSATION", "PRINCIPAL
SHAREHOLDERS" and "ELECTION OF DIRECTORS", "CERTAIN TRANSACTIONS"
and "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" in
the Registrant's Proxy Statement dated March 17, 1997 for its Annual
Meeting of Shareholders held April 17, 1997, which information was
incorporated by reference in the Registrant's Annual Report on Form
10-K;
C. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997, and September 30, 1997; and
D. The description of the Registrant's Common Stock as contained in the
Registration Statement on Form 8-A, dated August 27, 1990, which
incorporates the "Description of Capital Stock of Holding Company"
section of the Registrant's Registration Statement on Form S-14
(Registration No. 2-80835).
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 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 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.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VIII of the Registrant's Restated Articles of Incorporation limits
the liability of directors of the Registrant pursuant to the Kentucky Business
Corporation Act. Under this Article, directors generally will be personally
liable to the Registrant 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.
Article VI of the Registrant's Restated Articles of Incorporation gives
current and former directors and officers of the Registrant (and their
executors, administrators or heirs) the right to indemnification, and requires
the Registrant to provide indemnification, to the maximum extent permitted or
mandated by the Kentucky Business Corporation Act, as amended from time to
time.
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 or
officer against liability incurred in the proceeding if:
[1] He conducted himself in good faith; and
[2] He reasonably believed [a] in the case of conduct in his official
capacity with the corporation that his conduct was in its best interests; and
[b] in all other cases, that his conduct was at least not opposed to its best
interests; and [3] 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 or officer: [1] in connection
with a proceeding by or in the right of the corporation in which the director
or officer was adjudged liable to the corporation; or [2] 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 Registrant 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.
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<PAGE>
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index appearing on page 9 of this
Registration Statement are hereby incorporated by reference.
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
A. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
[1] To include any prospectus required by Section 10(a)(3) of the
Act;
[2] 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;
[3] 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 1.A[1] and 1.A[2] do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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.
B. 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 therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. 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.
2. 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, 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
4
<PAGE>
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 of 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.
5
<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 Louisville, Commonwealth of Kentucky, on January 26,
1998.
MID-AMERICA BANCORP
By /S/ BERTRAM W. KLEIN
Bertram W. Klein, Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Bertram W. Klein and Orson Oliver, and each of
them, with the power to act without the other, his or her true and lawful
attorney-in-facts 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 Registration Statement, and to file the same, with all
exhibits thereto, and other 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 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, this
Registration Statement on Form S-8 has been signed below by the following
persons on the 26th day of January, 1998 in the capacities indicated:
SIGNATURE TITLE
/S/ BERTRAM W. KLEIN
Bertram W. Klein Chairman of the Board
/S/ R. K. GUILLAUME
R. K. Guillaume Chief Executive Officer
(Principal Executive Officer)
/S/ STEVEN SMALL
Steven Small Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
6
<PAGE>
/S/ LESLIE D. ABERSON
Leslie D. Aberson Director
/S/ ROBERT P. ADELBERG
Robert P. Adelberg Director
Stanley L. Atlas Director
/S/ WILLIAM C. BALLARD, JR.
William C. Ballard, Jr. Director
/S/ JAMES E. CAIN
James E. Cain Director
/S/ MARTHA LAYNE COLLINS
Martha Layne Collins Director
/S/ DAVID JONES, JR.
David Jones, Jr. Director
/S/ PEGGY ANN MARKSTEIN
Peggy Ann Markstein Director
/S/ DONALD G. MCCLINTON
Donald G. McClinton Director
/S/ ORSON OLIVER
Orson Oliver Director
/S/ JEROME PAKENHAM
Jerome Pakenham Director
/S/ JOHN S. PALMORE
John S. Palmore Director
7
<PAGE>
/S/ WOODFORD R. PORTER, SR.
Woodford R. Porter, Sr. Director
/S/ BRUCE J. ROTH
Bruce J. Roth Director
/S/ RAYMOND L. SALES
Raymond L. Sales Director
/S/ BENJAMIN K. RICHMOND
Benjamin K. Richmond Director
/S/ HENRY C. WAGNER
Henry C. Wagner Director
8
<PAGE>
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT NUMBER
DESCRIPTION OF EXHIBIT PAGE
<S> <C> <C>
4(a) 1995 Incentive Stock Option Plan incorporated by reference to
Exhibit 10(m) of the Registrant's report on Form 10-Q for the
quarter ended June 30, 1995 (Commission File no. 1-10602)
4(b) Employment Agreement between the Registrant and Robert Sachs,
dated April 5, 1993, incorporated by reference to Exhibit 10(e)
to the Registrant's report on Form 10-K for the year ended De-
cember 31, 1993 (Commission File no. 1-10602)
4(c) Employment Agreement between the Registrant and Gail Pohn,
dated April 5, 1993, incorporated by reference to Exhibit 10(f)
to the Registrant's report on Form 10-K for the year ended De-
cember 31, 1993 (Commission File no. 1-10602)
4(d) Articles of Restatement of Articles of Incorporation of
Mid-America Bancorp filed with the Secretary of State of Ken-
tucky on May 4, 1989; as amended by Articles of Amendment filed
with the Secretary of State of Kentucky on April 19, 1993 and
March 13, 1995 are incorporated by reference to Exhibit 3(a) to
the Registrant's annual report on Form 10-K for the year ended
December 31, 1994 (Commission File No. 1-10602)
4(e) Bylaws of Mid-America Bancorp are incorporated by reference to
Exhibit 3(b) of the Registrant's annual report on Form 10-K for
the year ended December 31, 1995 (Commission File No. 1-10602)
5 Opinion of Wyatt, Tarrant & Combs as to the legality of the 10
Common Stock
23(a) Consent of KPMG Peat Marwick LLP 12
23(b) Consent of Wyatt, Tarrant & Combs (included in Exhibit 5).
25 Power of Attorney (included on signature page of this Registra-
tion Statement).
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<PAGE>
EXHIBIT 5
[Wyatt, Tarrant & Combs Letterhead]
January 28, 1998
Board of Directors
Mid-America Bancorp
500 West Broadway
Louisville, Kentucky 40202
Ladies and Gentlemen:
We have acted as counsel to Mid-America Bancorp, a Kentucky
corporation (the "Company"), in connection with the registration of
1,023,182 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"). The Shares are
issuable upon the exercise of options granted under the 1995 Incentive
Stock Option Plan of Mid-America Bancorp and Employment Agreements, each
dated April 5, 1993, between the Company and Gail Pohn and Robert H. Sachs
(collectively, the "Plans").
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.
We have assumed, for purposes of this opinion, that the Shares
will be validly authorized on the respective dates of exercise of options
under the Plans and that, on the dates of exercise, the options will have
been duly executed and delivered and will constitute the legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms.
Based upon the foregoing and subject to the qualifications
hereinafter set forth, we are of the opinion that the Shares are duly
authorized and, when issued and sold in accordance with the Registration
Statement, the prospectuses delivered to participants in the Plans pursuant
to the requirements of the Act, the pertinent provisions of any applicable
state securities laws and the Plans, will be validly issued, fully paid and
nonassessable.
We express no opinion with respect to Shares issuable upon the
exercise of options granted under the Plans which are purchased by the
Company on the open market or in private transactions and are not original
issuance shares.
This opinion is limited to the laws of the Commonwealth of
Kentucky and the federal laws of the United States of America,
<PAGE>
Board of Directors
Mid-America Bancorp
January 28, 1998
PAGE 2
and we express no opinion as to the laws of any jurisdiction other than those
specified.
This 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 further
assume there will be no 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
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Mid-America Bancorp:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Louisville, Kentucky
January 27, 1998
