UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRANSFINANCIAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 46-0278762
(State of Incorporation) (IRS Employer Identification
No.)
8245 Nieman Road, Suite 100
Lenexa, Kansas 66214
(Address of Principal Executive Offices)
TRANSFINANCIAL HOLDINGS, INC.
1998 LONG-TERM INCENTIVE PLAN
(Full Title of Plan)
Timothy P. O'Neil
President & Chief Executive Officer
TransFinancial Holdings, Inc.
8245 Nieman Road, Suite 100
Lenexa, Kansas 66214
(Name and Address of Agent for Service)
(913) 859-0055
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
Be Registered Registered Per Share Price Fee
Common Stock, (2) (3)
$0.01 par value(1) 600,000 shares $5.8063 $3,483,750 $968.48
(1) Includes one preferred stock purchase right for each share of Common
Stock, pursuant to the Rights Agreement dated July 14, 1998 between the
registrant and UMB Bank, N.A. Prior to the occurrence of certain events,
the rights will not be exercisable or evidenced separately from the Common
Stock.
(2) As provided by Rule 416(a), this registration statement also covers
such additional indeterminate number of shares of Common Stock as may be
issuable as a result of antidilution provisions of the TransFinancial
Holdings, Inc. 1998 Long-Term Incentive Plan.
(3) Estimated solely for purposes of calculating the registration fee,
pursuant to Rule 457(h), based upon (a) the prices at which options for
10,000 shares granted prior to October 30, 1998 under the Plan may be
exercised (at an exercise price of $9.125 per share) and (b) with respect
to 590,000 shares of Common Stock remaining available for awards under the
Plan, the average of the high and low prices for the Common Stock on the
American Stock Exchange as of the close of business on November 3, 1998
($5.75 per share).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance
with the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed with the Securities and
Exchange Commission ("Commission") by the registrant (Commission File No. 0-
12321) are hereby incorporated by reference in this registration statement:
1. The registrant's Annual Report on Form 10-K dated March 30, 1998,
filed with the Commission for the fiscal year ended December 31, 1997.
2. All reports filed with the Commission by the registrant pursuant
to Section 13(a) of the Securities Exchange Act of 1934 since December
31, 1997, including the registrant's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1998 and June 30, 1998 and the
registrant's Current Reports on Form 8-K filed with the Commission on
June 12, 1998 and July 16, 1998.
3. The description of the Common Stock contained in the registration
statement on Form 10 filed by the registrant with the Commission on
June 27, 1983, including any amendment or report filed for the purpose
of updating such description.
4. The description of preferred stock purchase rights set forth in
the registration statement on Form 8-A dated July 15, 1998, filed by
the registrant with the Commission on July 16, 1998, including any
amendment or report filed for the purpose of updating such description.
In addition, all documents which are filed by the registrant and the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 after the date hereof and 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
Item 6. Indemnification of Directors and Officers
Limitation of Liability
As permitted by Section 102(b) (7) of the Delaware General Corporation
Law, Article Ninth of the Certificate of Incorporation of the registrant
provides that a director of the registrant shall not be personally liable to the
registrant or its stockholders for monetary damages for any breach of fiduciary
duty as a director, except for liability: (i) for breach of the director's duty
of loyalty to the registrant or its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law; (iii) pursuant to Section 174 of the Delaware General Corporation Law; or
(iv) for any transaction from which the director derived an improper personal
benefit. Such terms are incorporated in indemnification agreements between the
registrant and each director and officer of the registrant.
Indemnification and Insurance
Section 145 of the General Corporation Law of the State of Delaware
authorizes indemnification of officers and directors under certain circumstances
and subject to certain limitations. Article VIII of the registrant's By-Laws
provides that the registrant (a) shall, with respect to any threatened, pending
or completed action, suit or proceeding ("Proceeding") other than a Proceeding
brought by or in the right of the registrant, indemnify any person who is or was
a party or is threatened to be made a party to such Proceeding by reason of the
fact that such person is or was a director or officer of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise ("Indemnified Person"), against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the Indemnified Person in connection with such Proceeding, if the
Indemnified Person meets the standard of conduct set forth in Article VIII, (b)
shall, with respect to any Proceeding by or in the right of the registrant,
indemnify any Indemnified Person against expenses (including attorneys' fees)
actually and reasonably incurred by the Indemnified Person in connection with
the defense or settlement of such Proceeding, if the Indemnified Person meets
the standard of conduct set forth in Article VIII, and (c) shall pay reasonable
expenses (including attorneys' fees) incurred by any Indemnified Person in
defending any Proceeding in advance of the final disposition of such Proceeding,
upon receipt by the registrant of an undertaking by or on behalf of the
Indemnified Person to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the registrant as provided
in Article VIII. Indemnification agreements, as approved by shareholders of the
registrant, indemnify directors and officers to the full extent authorized or
permitted by law. Indemnification Agreements with directors and officers of the
registrant further provide that the registrant may, to the fullest extent
permitted by law, purchase and maintain insurance on behalf of any officer,
director, employee, trustee or agent of the registrant or any person who is or
was serving at the request of the registrant as an officer, director, employee,
partner (general or limited), trustee or agent of another enterprise against any
liability asserted against him or incurred by him in any such capacity or
status.
The registrant carries a directors' and officers' liability and
company reimbursement liability insurance policy insuring the directors and
officers of the registrant and its subsidiaries against losses, as defined in
the policy, for which the directors and officers are not indemnified by the
registrant up to $10,000,000. The policy also insures the registrant up to the
same limit against amounts the registrant may be required or permitted to pay as
indemnity to the directors and officers in excess of a deductible amount of
$250,000 for each loss. The policy covers losses arising from claims which may
be made against directors and officers between June 19, 1991 and November 20,
1998, by reason of any wrongful act, as defined in the policy, in their
capacities as directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable
Item 8. Exhibits
Exhibit No. Exhibit Description
4.1 Specimen Certificate for Shares of the registrant's common stock
(incorporated by reference from Exhibit 4.3 to the registrant's
Quarterly Report on Form 10-Q dated August 14, 1998, filed with the
Commission for the quarter ended June 30, 1998.)
4.2 Articles Fourth, Fifth, Seventh, Eighth and Ninth of the registrant's
Certificate of Incorporation (incorporated by reference from Exhibit
3(a) to the registrant's Quarterly Report on Form 10-Q dated August 5,
1997, filed with the Commission for the quarter ended June 30, 1997).
4.3 The registrant's Restated By-Laws (incorporated by reference from
Exhibit 3(b) to the registrant's Quarterly Report on Form 10-Q dated
November 12, 1997, filed with the Commission for the quarter ended
September 30, 1997).
4.4 Rights Agreement dated July 14, 1998 between the registrant and UMB
Bank, N.A. (incorporated by reference from Exhibit 1 to the
registrant's Current Report on Form 8-K dated July 15, 1998, which was
filed with the Commission on July 16, 1998).
5* Opinion re Legality
23* Consent of independent certified public accountants.
*Filed herewith.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby 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 this registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs 1(i)
and 1(ii) above 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 this registration statement.
(2) 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.
(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 hereby further 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.
(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 information 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
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 of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on behalf of the undersigned, thereunto duly
authorized in the City of Lenexa, and State of Kansas, on November 4, 1998.
TRANSFINANCIAL HOLDINGS, INC.
By /s/ Timothy P. O'Neil
Timothy P. O'Neil, President and
Chief Executive Officer
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 dates indicated.
Signatures Title
/s/ Timothy P. O'Neil President and Chief Executive Officer
TIMOTHY P. O'NEIL (Principal Executive Officer) and
Director
/s/ Mark A. Foltz Vice President, Finance and Secretary
MARK A. FOLTZ (Principal Financial and Accounting
Officer)
/s/ William D. Cox Chairman of the Board of Directors and
WILLIAM D. COX Director
/s/ Roy R. Laborde Vice Chairman of the Board of Directors
ROY R. LABORDE and Director
/s/ J. Richard Devlin Director
J. RICHARD DEVLIN
/s/ Harold C. Hill Director
HAROLD C. HILL, JR.
/s/ Clark D. Stewart Director
CLARK D. STEWART
/s/ David D. Taggart Director
DAVID D. TAGGART
Date of all signatures November 3, 1998
EXHIBIT INDEX
Exhibit No. Exhibit Description
5 Opinion regarding legality
23 Consent of independent certified public accountants
MORRISON & HECKER L.L.P.
ATTORNEYS AT LAW
2420 Pershing Road, Fourth
Floor
Kansas City, Missouri
64108-2537
Telephone (816) 221-0355
Telefax (816) 421-2896
November 4, 1998
TransFinancial Holdings, Inc.
8245 Nieman Road, Suite 100
Lenexa, KS 66214
Gentlemen:
We refer to the Registration Statement of TransFinancial Holdings, Inc.
(the "Company") on Form S-8, to be filed with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, 600,000 shares of Common Stock of the Company to be offered under the
TransFinancial Holdings, Inc. 1998 Long-Term Incentive Plan (the "Plan").
We have examined the Certificate of Incorporation of the Company, its By-
laws, the minutes of the meetings of its Board of Directors and stockholders,
and other Company records pertaining to this opinion which we have deemed
relevant. Based upon this examination, it is our opinion that (a) all necessary
corporate action has been taken to authorize the issuance and sale of 600,000
shares of Common Stock under the Plan for the consideration set forth in the
[Triple-click here to type in Addressee]
November 4, 1998
Page 2
Plan and (b) upon the issuance and sale of said 600,000 shares for such
consideration in accordance with the terms and provisions of the Plan, said
shares will be legally issued, fully paid and non-assessable. We have assumed
for purposes of this opinion that the portion of the consideration for the
shares issued under the Plan which is allocated to the Company's capital account
will be received by the Company in the form of cash or other permitted
consideration as specified in Section 152 of the Delaware General Corporation
Law, as amended from time to time.
We hereby consent to the reference to us under the heading "Legal Opinion"
in the Prospectus which constitutes a part of the Registration Statement and
also consent to the inclusion of this opinion in the Registration Statement as
Exhibit (5) thereto.
Very truly yours,
MORRISON & HECKER L.L.P.
/s/ James S. Swenson
James S. Swenson
JSS:rbs
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
TransFinancial Holdings, Inc. on Form S-8 for the TransFinancial Holdings, Inc.
1998 Long-Term Incentive Plan, of our report dated February 4, 1998, on our
audits of the consolidated financial statements and financial statement schedule
of TransFinancial Holdings, Inc. as of December 31, 1997 and 1996, and for the
years ended December 31, 1997, 1996, and 1995.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Kansas City, Missouri
November 4, 1998
M98/consent to accts
