PART I
This Registration Statement on Form S-8 is being filed by
the CBT Corporation Retirement, Savings and Profit Sharing
Plan (the "Plan") with respect to interests to be offered or
sold pursuant to the Plan, and by CBT Corporation (the
"Registrant") with respect to 750,000 shares of common
stock, no par value per share ("Common Stock"), of the
Registrant which may be acquired by participants in the
Plan.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant heretofore
filed with the Securities and Exchange Commission (the
"Commission") are incorporated in this Registration
Statement by reference:
A. The Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993;
B. The Registrant's Quarterly Reports on Form 10-
Q for the quarters ended March 31, 1994 and June 30, 1994;
C. The Registrant's Current Reports on Form 8-K
dated January 10, 1994, April 29, 1994 and May 31, 1994.
D. The description of the Common Stock of the
Registrant contained in a registration statement filed under
Section 12 of the Securities Exchange Act of 1934, and any
amendment or report filed for the purpose of updating such
description.
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. Any
statement contained in a document incorporated or deemed to
be incorporated by reference is deemed to be modified or
superseded for purposes of this Registration Statement to
the extent that a statement contained in any other
subsequently filed document which also is or is deemed to be
incorporated by reference in this Registration Statement
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modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this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 of Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article XII of the Registrant's Articles of
Incorporation, as amended, 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.
The Bylaws of the Registrant acknowledge the provisions
for indemnification set out in the Kentucky Business
Corporation Act. 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 271B8-500 et seq., a corporation
may indemnify an individual made a party to a proceeding
because he is or was a director against liability incurred
in the proceeding if (a) he conducted himself in good faith,
and (b) he reasonably believed: in the case of conduct in
his official capacity with the corporation, that his conduct
was in its best interests; and, in all other cases, that his
conduct was at least not opposed to its best interests; and
(c) 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: (a) in
connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or (b) 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.
Item 8. Exhibits.
The exhibits listed on the Exhibit Index attached at
page 8 of this Registration Statement are incorporated by
reference herein.
The Registrant undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal
Revenue Service in a timely manner and has made or will make
all changes required by the IRS in order to qualify the
Plan.
Item 9. Undertakings.
(a) 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 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.
(b) Insofar as indemnification for liabilities arises
under the Securities Act of 1933 may be permitted to
directors or 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.
(c) 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 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.
(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.
SIGNATURES AND POWER OF ATTORNEY
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all 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 26, 1994.
CBT CORPORATION
By: /s/ William J. Jones
William J. Jones,President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned whose signature appears below constitutes and
appoints William J. Jones and John E. Sircy, and each of
them (with full power of each of them to act alone), his
true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for him and on his
behalf, and in his name,place and stead, in any and all
capacities to execute and sign any and all amendments or
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 attorney-in-fact
and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or
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 all that said attorney-in-fact
and agents or any of them or their of his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof and the Registrant hereby confers like authority on
its behalf.
Pursuant to the requirements of the Securities Act
of 1933, the Registration Statement has been signed below by
the following persons on October 26, 1994 in the
capacities indicated.
Signature Title
/s/ William J. Jones President, ChiefExecutive
William J. Jones Officer and Director
(Principal Executive Officer)
/s/ John E. Sircy Executive Vice President and
John E. Sircy Chief Operations Officer
(Principal Financial and
Accounting Officer)
/s/ Irving P. Bright, Jr.
Irving P. Bright, Jr. Director
/s/ John Burman
John Burman Director
/s/ Patrick J. Cvengros
Patrick J. Cvengros Director
/s/ William H. Dyer
William H. Dyer Director
/s/ Louis A. Haas
Louis A. Haas Director
/s/ Joe Tom Haltom
Joe Tom Haltom Director
/s/ Kerry Harvey
Kerry Harvey Director
/s/ F. Donald Higdon
F. Donald Higdon Director
/s/ Ted Kinsey
Ted Kinsey Director
/s/ Louis M. Michelson
Louis M. Michelson Director
/s/ Bill B. Morgan
Bill B. Morgan Director
___________________
Louis D. Myre, M.D. Director
/s/ David M. Paxton
David M. Paxton Director
___________________
Robert P. Petter Director
/s/ Joseph A. Powell
Joseph A. Powell Director
/s/ William A. Usher
William A. Usher Director
The Plan. Pursuant to the requirements of the
Securities Act of 1933, the Plan 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 26, 1994.
CBT CORPORATION RETIREMENT, SAVINGS AND
PROFIT SHARING PLAN
By /s/ William J. Jones
William J. Jones, Committee Member
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned whose signature appears below constitutes and
appoints William J. Jones and John E. Sircy, and each of
them (with full power of each of them to act alone), his
true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him and on his behalf,
and in his name, place and stead, in any and all capacities
to execute and sign any and all amendments or 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 attorney-in-fact and agents,
and each of them, full power and authority to do and perform
each and every act and thing requisite or 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 all that said attorney-in-fact and agents or
any of them or their of his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.
/s/William J. Jones
William J. Jones, Committee Member
/s/ John E. Sircy
John E. Sircy, Committee Member
/s/ Lois J. Swain
Lois J. Swain, Committee Member
/s/ Rita Johnson
Rita Johnson, Committee Member
CBT CORPORATION
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
4(a) Articles of Incorporation of the Corporation, as
amended, are incorporated by reference to Exhibit 4 of the
Report on form 10-Q for the quarter ended June 30, 1994.
4(b) Bylaws of the Corporation are incorporated by
reference to Exhibit 3 of Registration Statement on Form S-14
of the Corporation (File No. 2-83583).
(23) Consent of Deloitte & Touche, independent auditors
for the Registrant.
(24) Powers of Attorney, included on the signature pages
to this Registration Statement.
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of CBT Corporation on Form S-8 of the report of Deloitte
& Touche dated January 28, 1994, incorporated by reference in the
Annual Report on Form 10-K of CBT Corporation for the year ended
December 31, 1993.
/s/ Deloitte & Touche
Deloitte & Touche
Louisville, Kentucky
November 1, 1994
