As filed with the Securities and Exchange Commission on November
2, 1994 Registration No. 33-28304
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PEOPLES FIRST CORPORATION
(Exact name of registrant as specified in its charter)
Kentucky
(State or other jurisdiction of
incorporation or organization)
61-0311030
(I.R.S. Employer Identification No.)
PEOPLES FIRST CORPORATION 1986 STOCK OPTION PLAN,
AS AMENDED AND RESTATED AS OF FEBRUARY 16, 1994
(Full title of the plan(s))
A. Howard Arant, Secretary
PEOPLES FIRST CORPORATION
100 South Fourth Street
Post Office Box 2200
Paducah, Kentucky 42002-2200
(502) 441-1260
(Name, address, telephone number, including
area code of agent for service of process)
Copy to: Alan K. MacDonald
Marion H. Lewis
Brown, Todd & Heyburn
3200 Providian Center
Louisville, Kentucky 40202-3363
(502) 589-5400
Approximate date of commencement of proposed sale of the
securities to the public: Promptly after the effective date of
this Registration Statement on April 24, 1989 and continuously
thereafter.
If the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of secur- Amount to offering aggregate Amount of
ities to be be regis- price per offering Registration
registered tered(1)(2) share(1)(3) price(3) fee (3)
<S> <C> <C> <C> <C>
Common Stock 578,560 $7.50 $4,339,200 $867.84
shares
<FN>
(1) Adjusted to reflect two subsequent 2-for-1 stock splits
totaling 433,920 shares since the original registration
statement was declared effective on April 24, 1989.
(2) Also includes such indeterminate number of additional
shares as may be issuable to avoid dilution upon the occurrence of
certain events specified in the long-term incentive compensation
plan to which this Registration Statement relates.
(3) Estimated and calculated pursuant to Rule 457(c) and (h)
solely for the purpose of computing the registration fee on the
basis of the average of the bid and asked price for Peoples First
common stock as of April 20, 1989.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registrant is amending Part II to reflect the 1990
amendment to Form S-8 and to adjust the number of shares registered
to 578,560 to reflect two stock splits after the initial
registration statement was declared effective on April 24, 1989.
The Prospectus included in the registration statement as originally
declared effective has been superseded. Pursuant to General
Instruction G of the Form S-8, the updated Prospectus for this
registration statement is being provided to employees and will not
be filed with the Commission.
Item 3. Incorporation of Documents by Reference.
The following documents, filed by the Corporation with the
Commission under the Exchange Act, are incorporated in this
Prospectus by reference:
(a) Annual Report of Peoples First on Form 10-K for the
year ended December 31, 1993;
(b) Quarterly Reports of Peoples First on Form 10-Q for
the quarters ended March 31, 1994, as amended by Form 10-Q/A filed
July 22, 1994, and June 30, 1994;
(c) Forms 10-C of Peoples First filed on January 18 and
March 16, 1994;
(d) Current Reports of Peoples First on Form 8-K dated
March 10, 1994, July 28, 1994, and October 7, 1994; and
(e) The description of Peoples First Common Stock
contained in the Registration Statement of Peoples First on Form
8-A, filed with the Commission on April 29, 1988, and any
amendments or reports filed thereafter for the purpose of updating
such description.
All documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Post-Effective Amendment No. 1 to the Registration Statement
shall be deemed to be incorporated by reference into and made a
part of this Registration Statement from the date of filing such
documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference into this Registration
Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement, or in a
document subsequently filed, 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 13 of the Peoples First's Articles of
Incorporation provides as follows:
(a) As used in this Article:
(i) "Director" means any person who is or was a
director of the Corporation and any person who, while a director
of the Corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership,
joint venture, trust, other enterprise or employee benefit plan.
(ii) "Corporation" includes any domestic or
foreign predecessor entity of the Corporation in a merger,
consolidation or other transaction in which the predecessor's
existence ceased upon consummation of such transaction.
(iii) "Expenses" include attorney's fees.
(iv) "Official capacity" means:
(1) When used with respect to a director, the office of
director in the Corporation, and
(2) When used with respect to a person other than a
director, as contemplated in section (i) of this Article, the
elective or appointive office in the corporation held by the
officer or the employment or agency relationship undertaken by
the employee or agent in behalf of the corporation, but in each
case does not include service for any other foreign or domestic
corporation or any partnership, joint venture, trust, other
enterprise, or employee benefit plan.
(v) "Party" includes a person who was, is, or is
threatened to be made a named defendant or respondent in a
proceeding.
(vi) "Proceeding" means any threatened, pending or
completed action, suit or proceeding, whether civil, criminal
administrative or investigative.
(b) The Corporation shall indemnify any person made a
party to any proceeding by reason of the fact that he is or was a
director if:
(i) He conducted himself in good faith; and
(ii) He reasonably believed:
(1) In the case of conduct in his official capacity with
the Corporation that his conduct was in its best interests; and
(2) 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.
* * *
Indemnification may be made against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by the
person in connection with the proceeding, except that if the
proceeding was by or in the right of the Corporation,
indemnification may be made only against such reasonable expenses
and shall not be made in respect of any proceeding in which the
person shall have been adjudged solely liable to the Corporation.
The termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, be determinative that the person did not
meet the requisite standard of conduct set forth in this section.
(c) A director shall not be indemnified under section
(b) of this Article in respect of any proceeding charging
improper personal benefit to him, whether or not involving action
in his official capacity, in which he shall have been adjudged to
be liable on the basis that personal benefit was improperly
received by him.
(d)(i) A director who has been wholly successful, on the
merits or otherwise, in the defense of any proceeding referred to
in section (b) of this Article, shall be indemnified against
reasonable expenses incurred by him in connection with the
proceeding.
(ii) A court of appropriate jurisdiction, upon
application of a director and such notice as the court shall
require, shall have authority to order indemnification in the
following circumstances:
(1) If it determines a director is entitled to
reimbursement under subsection (4)(i) of this Article, the court
shall order indemnification. In which case the director shall
also be entitled to recover the expenses of securing such
reimbursement; or
(2) If it determines that the director is fairly and
reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not he has met the standard of
conduct set forth in section (b) of this Article or has been
adjudged liable in the circumstances described in section (c) of
this Article, the court may order such indemnification as the
court shall deem proper, except that indemnification with respect
to any proceeding by or in the right of the Corporation or in
which liability shall have been adjudged in the circumstances
described in section (c) of this Article shall be limited to
expenses. A court of appropriate jurisdiction may be the same
court in which the proceeding involving the director's liability
took place.
(e) No indemnification under section (b) of this
Article shall be made by the corporation unless authorized in the
specific case after a determination has been made that
indemnification of the director is permissible or required in the
circumstances because he has met the standard of conduct set
forth in section (b) of this Article. Such determination shall
be made as expeditiously as possible following any request that
the Corporation make indemnification:
(i) By the board of directors by a majority vote
of a quorum consisting of directors not at the time parties to
the proceeding; or
(ii) If such a quorum cannot be obtained, then by
a majority vote of a committee of the board, duly designated to
act in the matter by a majority vote of the full board (in which
designation directors who are parties may participate),
consisting solely of two or more directors not at the time
parties to the proceeding; or
(iii) By special legal counsel selected by the
board of directors or a committee thereof by vote as set forth in
subsection (e)(i) or (ii) of this Article, or, if the requisite
quorum of the full board cannot be obtained therefor and such
committee cannot be established, by a majority vote of the full
board (in which selection directors who are parties may
participate); or
(iv) By the shareholders.
Authorization of indemnification and determination as to
reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible or
required, except that if the determination that indemnification
is permissible or required is made by special legal counsel,
authorization of indemnification and determination as to
reasonableness of expenses shall be made in a manner specified in
subsection (e)(iii) of this Article in the preceding sentence for
the selection of such counsel. Shares held by directors who are
parties to the proceeding shall not be voted on the subject
matter under this section.
(f) Reasonable expenses incurred by a director who is
a party to a proceeding shall be paid or reimbursed by the
Corporation in advance of the final disposition of such
proceeding upon receipt by the corporation of:
(i) A written affirmation by the director of his
good faith belief that he has met the standard of conduct
necessary for indemnification by the corporation as required or
authorized in this Article and
(ii) A written undertaking by or on behalf of the
director to repay such amount if it shall ultimately be
determined that he has not met such standard of conduct, and
after a determination that the facts then known to those making
the determination would not preclude indemnification under this
Article. The undertaking required by subsection (f)(ii) of this
Article shall be an unlimited general obligation of the director
but need not be secured and may be accepted without reference to
financial ability to make repayment. Determinations and
authorizations of payments under this section shall be made in
the manner specified in section (e) of this Article.
(g) The Corporation, in addition, shall indemnify and
advance expenses to a director to such further extent, consistent
with law, as may be provided by its bylaws, general or specific
action of its board of directors or contract. Nothing contained
in this Article shall limit the Corporation's power to pay or
reimburse expenses incurred by a director in connection with his
appearance as a witness in a proceeding at a time when he has not
been made a named defendant or respondent in the proceeding.
(h) For purposes of this Article, the Corporation
shall be deemed to have requested a director to serve an employee
benefit plan, whenever the performance by him of his duties to
the Corporation also imposes duties on, or otherwise involves
services by, him to the plan or participants or beneficiaries of
the plan; excise taxes assessed on a director with respect to an
employee benefit plan pursuant to applicable law shall be deemed
fines; and action taken or omitted by a director with respect to
an employee benefit plan in the performance of his duties for a
purpose reasonably believed by him to be in the best interest of
the participants and beneficiaries of the plan shall be deemed to
be for a purpose which is not opposed to the best interests of
the Corporation.
(i) (i) An officer of the Corporation shall be
indemnified as and to the same extent provided in section (d) of
this Article for a director and shall be entitled to the same
extent as a director to seek indemnification pursuant to the
provisions of section (d) of this Article; (ii) The Corporation
shall indemnify and advance expenses to an officer, employee or
agent of the corporation to the same extent that it must or may
indemnify and advance expenses to directors pursuant to this
Article; and (iii) The Corporation, in addition, shall indemnify
and advance expenses to an officer, employee or agent who is not
a director to such further extent, consistent with law, as may be
provided by its bylaws, general or specific action of its board
of directors, or contract.
(j) The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or who, while a
director, officer, employee or agent of the corporation, is or
was serving at the request of the Corporation as a director,
officer, partner, trustee, employee or agent of another foreign
or domestic Corporation, partnership, joint venture, trust, other
enterprise or employee benefit plan, against any liability
asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability
under the provisions of this Article.
(k) Any indemnification of, or advance of expenses to
a director in accordance with this Article, if arising out of a
proceeding by or in the right of the Corporation, shall be
reported in writing to the shareholders with or before the notice
of the next shareholders' meeting.
(l) The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employ or agent
and shall inure to the benefit of their heirs, executors and
administrators of such a person.
(m) These Articles do not in any way limit either the
Corporation's power to indemnify its directors, officers,
employees and agents, or any rights, however created, of its
directors, officers, employees and agents to indemnification by
the Corporation.
* * * * *
The registrant has also purchased directors' and officers'
liability insurance covering certain liabilities incurred by its
officers and directors in connection with the performance of
their duties, including liabilities arising under the federal
securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Description
4 Peoples First's Amended and Restated Articles of
Incorporation are incorporated by reference to Exhibit
3.1 to Form 10-Q/A dated July 22, 1994.
5 Opinion of Brown, Todd & Heyburn as to
the legality of the securities registered
(previously filed).
10 Peoples First Corporation 1986 Stock Option Plan,
as Amended and Restated as of February 16, 1994 is
incorporated by reference to Exhibit 10.1 to Form 10-Q/A
filed July 22, 1994.
23.1 Consent of Brown, Todd & Heyburn is contained
in its opinion included herein as Exhibit 5
(previously filed).
23.2 Consent of KPMG Peat Marwick LLP (previously filed).
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 registration statement is on Form
S-3 or Form S-8, and 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amend-
ment 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.
(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 15(d) of the Securities Exchange Act of 1934
(and, where applicable each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities 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 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.
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 amendment to its registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Paducah, Commonwealth
of Kentucky, on October 19, 1994.
PEOPLES FIRST CORPORATION
Date: October 19, 1994 By /s/ Aubrey W. Lippert
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Aubrey W. Lippert and
Allan B. Kleet, 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
to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with authority to do and perform each and every act and thing
requisite and necessary go be done in and about the premises as
fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming that said
attorneys-in-fact and agents, or their 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 below by the
following persons in the capacities and on the date indicated.
Signature Title Date
/s/ Aubrey W. Lippert President and Chairman 10/19/94
of the Board (Princi-
pal Executive Officer)
/s/ Allan B. Kleet Chief Financial Officer 10/19/94
and Director (Principal
Financial and Accounting
officer)
/s/ Walter L. Apperson Director 10/19/94
/s/ Gathiel Baker Director 10/19/94
/s/ William R. Dibert Director 10/19/94
/s/ Joe Dick Director 10/19/94
/s/ Richard E. Fairhurst, Jr. Director 10/19/94
/s/ Rowland Hancock Director 10/19/94
/s/ Dennis Kirtley Director 10/19/94
/s/ Robert P. Meriwether, M.D. Director 10/19/94
/s/ Joe Harry Metzger Director 10/19/94
/s/ Jerry L. Page Director 10/19/94
/s/ Rufus E. Pugh Director 10/19/94
/s/ Neal Ramage Director 10/19/94
/s/ Allan Rhodes, Jr. Director 10/19/94
/s/ Mary Warren Sanders Director 10/19/94
/s/ Victor F. Speck, Jr. Director 10/19/94
