As filed with the Securities and Exchange Commission on October 23, 2000
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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LAKELAND FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Indiana 35-1559596
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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202 East Center Street, P.O. Box 1387
Warsaw, Indiana 46581-1387
(Address of principal executive offices)
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Lakeland Financial Corporation 401(k) Plan]
(Full title of the plan)
------------------
Michael L. Kubacki
President and Chief Executive Officer
Lakeland Financial Corporation
202 East Center Street, P.O. Box 1387
Warsaw, Indiana 46581-1387
(Name and address of agent for service)
(219) 267-6144
(Telephone number, including area code, of agent for service)
With copies to:
John E. Freechack, Esq.
Robert M. Fleetwood, Esq.
Barack Ferrazzano Kirschbaum Perlman & Nagelberg
333 West Wacker Drive, Suite 2700
Chicago, Illinois 60606
(312) 984-3100
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1)(2) per Share(3) Offering Price(2)(3) Registration Fee(3)
-------------------------- ---------------- ----------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, No Par Value 1,000,000 shares $ 12.875 $ 12,875,000 $ 3,399
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
[Name of Plan].
(2) Pursuant to Rule 416(a) under the Securities Act, this Registration
Statement also registers such indeterminate number of additional shares
as may be issuable under the Plan in connection with share splits, share
dividends or similar transactions.
(3) Estimated pursuant to Rule 457(h) under the Securities Act, solely for
the purpose of calculating the registration fee, based on the average of
the high and low prices for the Registrant's common stock as reported on
the Nasdaq National Market on October 19, 2000
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants in the [Name of Plan] (the
"Plan") as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The following documents previously or concurrently filed by Lakeland
Financial Corporation (the "Company") with the Commission are hereby
incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the last fiscal year; and
(c) The description of the Company's common stock, no par value,
contained in the Company's Registration Statement on Form
S-14 and all amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company or the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents
incorporated, or deemed to be incorporated, by reference herein or therein
shall be deemed to be modified or superseded for purposes of this Registration
Statement and the prospectus which is a part hereof (the "Prospectus") to the
extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein or therein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement and the
Prospectus.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
In accordance with the Indiana Business Corporation Law (Indiana Code
23-1-37-1 et seq.), Section 9 of the Company's Restated Articles of
Incorporation provide as follows:
SECTION 9. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES.
Every person who is or was a director, officer or employee of this Corporation
or of any other corporation for which he is or was serving in any capacity at
the request of this Corporation shall be indemnified by this Corporation
against any and all liability and expense that may be incurred by him in
connection with or resulting from or arising out of any claim, action, suit or
proceeding, provided that such person is wholly successful with respect
thereto or acted in good faith in what he reasonably believed to be in or not
opposed to the best interests of this Corporation or such other corporation,
as the case may be, and, in addition, in any criminal action or proceeding in
which he had no reasonable cause to believe that his conduct was unlawful. As
used herein, "claim, action, suit or proceeding" shall include any claim,
action, suit or proceeding (whether brought by or in the right of this
Corporation or such other corporation or otherwise), civil, criminal,
administrative or investigative, whether actual or threatened or in connection
with an appeal relating thereto, in which a director, officer or employee of
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<PAGE>
this Corporation may become involved, as a party or otherwise, (i) by reason
of his being or having been a director, officer or employee of this
Corporation or such other corporation or arising out of his status as such or
(ii) by reason of any past or future action taken or not taken by him in any
such capacity, whether or not he continues to be such at the time such
liability or expense is incurred.
The terms "liability" and "expense" shall include, but shall not be
limited to, attorneys' fees and disbursements, amounts of judgments, fines or
penalties, and amounts paid in settlement by or on behalf of a director,
officer or employee, but shall not in any event include any liability or
expenses on account of profits realized by him in the purchase or sale of
securities of the Corporation in violation of the law. The termination of any
claim, action, suit or proceeding, by judgment, settlement (whether with or
without court approval) or conviction or upon a plea of guilty or of nolo
contendere, or its equivalent, shall not create a presumption that a director,
officer or employee did not meet the standards of conduct as forth in this
paragraph.
Any such director, officer or employee who has been wholly successful
with respect to any such claim, action, suit or proceeding shall be entitled
to indemnification as a matter of right. Except as provided in the preceding
sentence, any indemnification hereunder shall be made only if (i) the Board of
Directors acting by a quorum consisting of Directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit or
proceeding shall find that the director, officer or employee has met the
standards of conduct set forth in the preceding paragraph; or (ii) independent
legal counsel shall deliver to the Corporation their written opinion that such
director, officer or employee has met such standards of conduct.
If several claims, issues or matters of action are involved, any such
person may be entitled to indemnification as to some matters even though he is
not entitled as to other matters.
The Corporation may advance expenses to or, where appropriate, may at
its expense undertake the defense of any such director, officer or employee
upon receipt of an undertaking, in form and substance satisfactory to the
Board of Directors, by or on behalf of such person to repay such expenses if
it should ultimately be determined that he is not entitled to indemnification
hereunder.
The provisions of this Section shall be applicable to claims,
actions, suits or proceedings made or commenced after the adoption hereof,
whether arising from acts or omissions to act during, before or after the
adoption hereof.
The rights of indemnification provided hereunder shall be in addition
to any rights to which any person concerned may otherwise be entitled by
contract or as a matter of law and shall inure to the benefit of the heirs,
executors and administrators of any such person.
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 is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation against any liability asserted
against him and incurred by him in any 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 Section or otherwise.
Further, Article VII of the Company's Restated Bylaws states the
following:
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES. Every person
who is or was a director, officer or employee of this Corporation or of any
other corporation for which he is or was serving in any capacity at the
request of this Corporation shall be indemnified by this Corporation against
any and all liability and expense that may be incurred by him in connection
with or resulting from or arising out of any claim, action, suit or
proceeding, provided that such person is wholly successful with respect
thereto or acted in good faith in what he reasonably believed to be in or not
opposed to the best interests of this Corporation or such other corporation,
as the case may be, and, in addition, in any criminal action or proceeding in
which he had no reasonable cause to believe that his conduct was unlawful. As
used herein, "claim, action, suit or proceeding" shall include any claim,
action, suit or proceeding (whether brought by or in the right of this
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<PAGE>
Corporation or such other corporation or otherwise), civil, criminal,
administrative or investigative, whether actual or threatened or in connection
with an appeal relating thereto, in which a director, officer or employee of
this Corporation may become involved, as a party or otherwise, (i) by reason
of his being or having been a director, officer or employee of this
Corporation or such other corporation or arising out of his status as such or
(ii) by reason of any past or future action taken or not taken by him in any
such capacity, whether or not he continues to be such at the time such
liability or expense is incurred.
The terms "liability" and "expense" shall include, but shall not be
limited to, attorneys' fees and disbursements, amounts of judgments, fines or
penalties, and amounts paid in settlement by or on behalf of a director,
officer or employee, but shall not in any event include any liability or
expenses on account of profits realized by him in the purchase or sale of
securities of the Corporation in violation of the law. The termination of any
claim, action, suit or proceeding, by judgment, settlement (whether with or
without court approval) or conviction or upon a plea of guilty or of nolo
contendere, or its equivalent, shall not create a presumption that a director,
officer or employee did not meet the standards of conduct set forth in this
paragraph.
Any such director, officer or employee who has been wholly successful
with respect to any such claim, action, suit or proceeding shall be entitled
to indemnification as a matter of right. Except as provided in the preceding
sentence, any indemnification hereunder shall be made only if (i) the Board of
Directors acting by a quorum consisting of Directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit or
proceeding shall find that the director, officer or employee has met the
standards of conduct set forth in the preceding paragraph; or (ii) independent
legal counsel shall deliver to the Corporation their written opinion that such
director, officer or employee has met such standards of conduct.
If several claims, issues or matters of action are involved, any such
person may be entitled to indemnification as to some matters even though he is
not entitled as to other matters.
The Corporation may advance expenses to or, where appropriate, may at
its expense undertake the defense of any such director, officer or employee
upon receipt of an undertaking by or on behalf of such person to repay such
expenses if it should ultimately be determined that he is not entitled to
indemnification hereunder.
The provisions of this Section shall be applicable to claims,
actions, suits or proceedings made or commenced after the adoption hereof,
whether arising from acts or omissions to act during, before or after the
adoption hereof.
The rights of indemnification provided hereunder shall be in addition
to any rights to which any person concerned may otherwise be entitled by
contract or as a matter of law and shall inure to the benefit of the heirs,
executors and administrators of any such person.
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
as a director, officer, employee or agent of another corporation against any
liability asserted against him and incurred by him in any 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 Section
or otherwise.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by
reference.
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<PAGE>
The Company has received a determination letter from the Internal
Revenue Service that the Plan is qualified pursuant to Section 401 of the
Internal Revenue Code of 1986, as amended.
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 the Registration Statement
to include: (i) any prospectus required by Section 10(a)(3) of the
Securities Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement; and (iii)
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 provisions (i) and (ii) of this undertaking are
inapplicable if the information to be filed thereunder is contained
in periodic reports filed by the Company pursuant to Sections 13 or
15(d) of the Exchange Act and incorporated by reference into 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.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provision, 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
Securities 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 of expenses incurred or paid by a director, officer
or controlling person 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
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933,
the Registrants certify that they have reasonable grounds to believe that they
meet all of the requirements of filing on Form S-8 and have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunder duly authorized, in the City of Warsaw, State of Indiana, on
October 10, 2000.
LAKELAND FINANCIAL CORPORATION
By: /s/ Michael L. Kubacki
Michael L. Kubacki
President and Principal Executive Officer
By: /s/ David M. Findlay
David M. Findlay
Executive Vice President and Chief
Financial Officer
LAKELAND FINANCIAL CORPORATION 401(K)
PLAN
By: LAKELAND FINANCIAL CORPORATION,
AS TRUSTEE OF THE PLAN
By: /s/ Patricia Culp
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<PAGE>
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Michael L. Kubacki and David M.
Findlay, and each of them, his or her true and lawful attorney-in-fact and
agent, each with full power of substitution and re-substitution, for him or
her and in his or her name, place and stead, in any and all capacities to sign
any or all amendments (including 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 agent, full power and
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 or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or any of them, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
In accordance with the requirements of the Securities Act of 1933,
this Registration Statement was signed by the following persons in the
capacities indicated on October 10, 2000.
Signature Title
--------- -----
/s/ R. Douglas Grant Chairman of the Board of Directors
----------------------------------
R. Douglas Grant
/s/ Michael L. Kubacki President, Principal Executive Officer and
---------------------------------- Director
Michael L. Kubacki
/s/ Eddie Creighton Director
----------------------------------
Eddie Creighton
/s/ Steven D. Ross Director
----------------------------------
Steven D. Ross
/s/ M. Scott Welch Director
----------------------------------
M. Scott Welch Director
----------------------------------
George L. White Director
----------------------------------
Anna K. Duffin
/s/ L. Craig Fulmer Director
----------------------------------
L. Craig Fulmer Director
----------------------------------
Jerry L. Helvey Director
----------------------------------
Allan J. Ludwig
/s/ Charles E. Niemier Director
----------------------------------
Charles E. Niemier
/s/ Richard L. Pletcher Director
----------------------------------
Richard L. Pletcher
/s/ Terry L. Tucker Director
----------------------------------
Terry L. Tucker
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<PAGE>
<TABLE>
LAKELAND FINANCIAL CORPORATION
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<CAPTION>
Incorporated
Herein by Filed
Exhibit No. Description Reference to Herewith
--------------- ---------------------------------------- --------------------------------- ---------------------
<S> <C> <C> <C> <C>
4.1 Amended and Restated Articles Exhibit 4.1 to the
of Incorporation of Lakeland Company's Form S-8 filed
Financial Corporation with the Commission on
April 15, 1998
4.2 Bylaws of Lakeland Financial Exhibit 3(ii) to the
Corporation Company's Form 10-Q
for the quarter ended June
30, 1996
5.1 Opinion of Barack Ferrazzano X
Kirschbaum Perlman & Nagelberg
10.1 Lakeland Financial X
Corporation 401(k) Plan
23.1 Consent of Crowe, Chizek and X
Company LLP
23.2 Consent of Barack Ferrazzano Included in
Kirschbaum Perlman & Nagelberg Exhibit 5.1
24.1 Power of Attorney Included on the
Signature Page to
this Registration
Statement
</TABLE>
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