As filed with the Securities and Exchange Commission on November
2, 1994 Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
the Registrant's Registration Statement filed on April 24, 1989
(File No. 33-28304) 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) share(2) price(2) fee(2)
<S> <C> <C> <C> <C>
Common Stock 242,141 $20.75 $5,024,425.70 $1,732.56
shares
<FN>
(1) 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.
(2) 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 high and low prices reported for the
Registrant's common stock as of October 26, 1994.
</TABLE>
Pursuant to General Instruction E of Form S-8, Registrant
incorporates by reference the contents of its Registration
Statement on Form S-8, File No. 33-28304, as amended.
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 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
INDEX TO EXHIBITS
Exhibit Description
4 Peoples First 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.
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.
23.2 Consent of KPMG Peat Marwick, LLP.
November 1, 1994
Peoples First Corporation
100 South Fourth Street
Paducah, Kentucky 42002-1920
Re: Peoples First 1986 Stock Option Plan
Registration Statement on Form S-8
Gentlemen:
We refer to the Peoples First Corporation 1986 Stock Option
Plan, as Amended and Restated as of February 16, 1994 (the "Plan"),
pursuant to which Peoples First Corporation (the "Company") may
issue (i) up to 820,701 shares of the Company's common stock (the
"Common Stock"), including 242,141 shares of Common Stock (the
"Shares") covered by the Registration Statement on Form S-8 filed
by the Company pursuant to the Securities Act of 1993, as amended
(the "Act"), to which this opinion is an exhibit, and (ii) such
indeterminate number of additional Shares as may be issuable to
avoid dilution upon the occurrence of certain events specified in
the Plan.
We have acted as counsel to the Company in connection with the
preparation of the Registration Statement. As such counsel, we
have examined originals, or copies certified to our satisfaction,
of the Plan, the Company's Amended and Restated 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
upon exercise of the options or the grant of Common Stock under the
Plan, and when the Shares are issued, delivered and paid for, upon
the exercise of options granted pursuant to the Plan or otherwise
under 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.
Very truly yours,
BROWN, TODD & HEYBURN
By /s/ Alan K. MacDonald
Alan K. MacDonald, Partner
EXHIBIT 23.2
The Board of Directors
Peoples First Corporation
We consent to the use of our reports incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
St. Louis, Missouri
November 1, 1994
