As filed with the Securities and Exchange Commission on October 31,
1997
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)
61-1023747
(I.R.S. Employer Identification No.)
100 South 4th Street, P. O. Box 2200
Paducah, Kentucky 42002-2200
(502) 444-1207
(Address of principal executive offices)
1986 Stock Option Plan
(Full title of the plans)
_______________________
Eileen M. Duobinis-Gray, Secretary
Peoples First Corporation
100 South 4th Street, P. O. Box 2200
Paducah, Kentucky 42002-2200
(502) 444-1207
(Name and address of agent for service)
Copy to:
Alan K. MacDonald
Brown, Todd & Heyburn PLLC
3200 Providian Center
Louisville, Kentucky 40202-3363
(502) 589-5400
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities maximum maximum Amount
to be Amount to be offering price aggregate Registration
registered registered per share(1) offering price (1) Fee
- ----------- -------------- --------------- ------------------ -----------
<S> <C> <C> <C> <C>
Common Stock, 200,000 $31.00 $6,200,000 $1,879
no par value shares(2)
- ------------------------
<FN>
(1) Estimated and calculated pursuant to Rule 457(c) and
(h)(l), solely for the basis of calculating the registration fee,
based on the average of the high and low prices for the Common
Stock as of October 28, 1997.
(2) Plus such indeterminate number of additional shares of
Common Stock as may be issuable to avoid dilution upon the
occurrence of certain events specified in the plans.
</FN>
</TABLE>
This Registration Statement on Form S-8 registers additional
securities of the Registrant of the same class as other
securities for which a Registration Statement on Form S-8
relating to an employee benefit plan of the Registrant is
effective. Pursuant to General Instruction E to Form S-8, only
the information required to register additional shares is
provided in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by Peoples First Corporation
(the "Company") with the Commission under the Securities Exchange
Act of 1934 are incorporated in this registration statement by
reference:
(a) The Company's Registration Statement on Form S-8 (Reg.
No. 33-28304), relating to the Peoples First Corporation 1986
Stock Option Plan, as amended on Form S-8/A filed November 2,
1994.
(b) 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 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 8. Exhibits.
Exhibit Description
4.1 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.
4.2 By-Laws are incorporated by reference to Exhibit 3.2 to
Annual Report on Form 10-K for its fiscal year ended
December 31, 1992.
4.3 Rights Agreement between Corporation and Boatmen's
Trust Company, Rights Agent dated January 18, 1995 is
incorporated by reference to Registration Statement on
Form 8-A, filed with the Commission on January 18,
1995.
5 Opinion of Brown, Todd & Heyburn PLLC.
23.1 Consent of Brown, Todd & Heyburn PLLC is contained in
its opinion included herein as Exhibit 5.
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney is contained in the Signature Page to
this Registration Statement.
99 Peoples First Corporation 1986 Stock Option Plan, as
amended and restated as of February 16, 1994 is
incorporated by reference to Exhibit 10 to Form 10-Q/A
for the quarter ended March 31, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Corporation 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, State of Kentucky, on this 15th day of
October, 1997.
PEOPLES FIRST CORPORATION
By /s/ Aubrey W. Lippert
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 true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his 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 to be done in and about the premises as
fully to all intents and purposes as he 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 by the following
persons in the capacities and on the dates indicated below.
SIGNATURE TITLE DATE
/s/ Aubrey W. Lippert President and Chairman October 15, 1997
Aubrey W. Lippert of the Board
(Principal Executive
Officer)
/s/ Joe Dick Vice Chairman of the October 15, 1997
Joe Dick Board and Director
/s/ Allan B. Kleet Principal Accounting October 15, 1997
Allan B. Kleet Officer and Director
(Principal Financial and
Accounting Officer)
/s/ Walter L. Apperson Director October 15, 1997
Walter L. Apperson
/s/ Glen Berryman Director October 15, 1997
Glen Berryman
/s/ William R. Dibert Director October 15, 1997
William R. Dibert
/s/ Richard E. Fairhurst, Jr. Director October 15, 1997
Richard E. Fairhurst, Jr.
/s/ William Rowland Hancock Director October 15, 1997
William Rowland Hancock
/s/ James T. Holloway Director October 15, 1997
James T. Holloway
/s/ Dennis W. Kirtley Director October 15, 1997
Dennis W. Kirtley
/s/ Joe Harry Metzger Director October 15, 1997
Joe Harry Metzger
/s/ Jerry L. Page Director October 15, 1997
Jerry L. Page
/s/ Rufus E. Pugh Director October 15, 1997
Rufus E. Pugh
/s/ Neal H. Ramage Director October 15, 1997
Neal H. Ramage
/s/ Allan Rhodes, Jr. Director October 15, 1997
Allan Rhodes, Jr.
/s/ Mary Warren Sanders Director October 15, 1997
Mary Warren Sanders
/s/ Victor F. Speck Director October 15, 1997
Victor F. Speck
Exhibit 5
October 31, 1997
Peoples First Corporation
100 South 4th Street
P.O. Box 2200
Paducah, KY 42002-2200
Re: Registration Statement on Form S-8
Dear Ladies and Gentlemen:
We are acting as counsel for Peoples First Corporation (the
"Company"), a Kentucky corporation, in connection with the
Peoples First Corporation 1986 Stock Option Plan, as amended and
restated (the "Stock Option Plan").
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the
Securities and Exchange Commission on or about October 31, 1997,
in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 200,000 Shares (the "Shares") of
common stock of the Company to be registered and issuable in
accordance with the terms of the Stock Option Plan. We have
reviewed the option agreements and corporate actions taken and
proposed to be taken related to the Stock Option Plan. We also
have examined and relied upon originals or copies, certified to
our satisfaction, of such corporate records, documents, orders,
certificates and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion
expressed below.
Based on the foregoing, we are of the opinion that, upon
exercise of options in accordance with terms of the Stock Option
Plan and the related option agreements, the Shares to be issued
pursuant to the Stock Option Plan will be validly issued, fully
paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to
the Registration Statement and to the reference to our firm in
the prospectus contained in the Registration Statement.
Sincerely,
BROWN, TODD & HEYBURN PLLC
/s/ Alan K. MacDonald
Alan K. MacDonald, Member
Independent Auditors' Consent
The Board of Directors
Peoples First Corporation
Paducah, Kentucky:
We consent to incorporation by reference in the registration
statement on Form S-8 of Peoples First Corporation of our report
dated January 27, 1997, relating to the consolidated balance
sheets of Peoples First Corporation and subsidiaries as of
December 31, 1996 and 1995 and the related consolidated
statements of income, shareholders' equity, and cash flows for
each of the years in the three-year period ended December 31,
1996, which report appears in the 1996 annual report on Form 10-K
of Peoples First Corporation.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
October 31, 1997
