FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CNB BANCSHARES, INC.
................................................................................
(Exact name of registrant as specified in its charter)
Indiana 35-1568731
................................................................................
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 N. W. 3RD STREET, EVANSVILLE, INDIANA 47739
................................................................................
(Address of Principal Executive Offices) (Zip Code)
CNB BANCSHARES, INC. ASSOCIATE STOCK OPTION PLAN
................................................................................
(Full title of the plan)
G. MICHAEL LEDBETTER, CNB BANCSHARES, INC.
20 N. W. 3RD STREET, EVANSVILLE, INDIANA 47739
................................................................................
(Name and address of agent for service)
(812) 464-3400
................................................................................
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be Price offering registration
registered (1) Registered per unit (2) price (2) fee
________________________________________________________________________________
Common Shares,
No Par Value 284,970 $40.94 $11,666,671.80 $3,535.36
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) The registration fee has been calculated pursuant to Rule 457(c) and (h)
based upon the average of the high and low prices for the Common Shares as
reported on the New York Stock Exchange on October 27, 1997.
Page 1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following information heretofore filed with the Securities Exchange
Commission ("Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is incorporated herein by reference:
(a) The registrant's Annual Report on Form 10-K for the year ended December 31,
1996, File No. 001-11685.
(b) The description of the registrant's common shares contained in the
registrant's Registration Statement on Form 8-A, dated April 1, 1996, File
No. 001-11685.
(c) All documents filed by the registrant or the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment indicating that all of the securities offered hereby have been
sold or deregistering all such securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of those 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.
The Indiana Business Corporation Law ("BCL") provides that a corporation may
indemnify against liability (including amounts paid in settlement) for a person
made a party to a proceeding because of the person's service as a director,
officer, employee or agent of the corporation if a determination is made by the
board of directors, a committee thereof, legal counsel or the shareholders that
the person acted in good faith and reasonably believed (in the case of action
taken in the person's official capacity with the corporation) that his or her
conduct was in the corporation's best interests or (in all other cases) at least
not opposed to its best interests; and, in the case of any criminal proceeding,
the person had reasonable cause to believe his or her conduct was lawful or no
reasonable cause to believe it was unlawful. Directors, officers, employees and
agents must be indemnified against reasonable expenses incurred in a proceeding
if the person is wholly successful, on the merits or otherwise, in the defense
of the proceeding. The BCL provides that it is not exclusive of other rights of
indemnification that a person may
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have under the articles of incorporation, bylaws, resolution of the board of
directors or shareholders or other authorization of the shareholders; and
permits the corporation to purchase insurance on behalf of directors, officers,
employees, and agents against liability asserted against them in those
capacities.
Reference is made to Article VI of the Bylaws of CNB Bancshares, Inc. ("CNB")
concerning indemnification of directors and officers.
CNB indemnifies its directors and officers against liability to the full extent
of the BCL, as explained above. CNB maintains directors' and officers'
liability insurance with an aggregate bi-annual limit of liability of
$15,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
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:
(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 the
registration statement;
(iii)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;
Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the 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
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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.
(4) 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 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.
(5) 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 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.
Page 4
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 Evansville, State of Indiana, on September 16, 1997.
CNB BANCSHARES, INC.
By: /s/ John R. Spruill
-----------------------------------
Title: Executive Vice President
-----------------------------------
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears below
constitutes and appoints James J. Giancola, John R. Spruill, and David L. Knapp
and each or any of them (with full power to act alone), 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 the Securities and Exchange Commission, granting
unto those attorneys-in-fact and agents 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 those attorneys-in-
fact and agents, or their substitutes, may 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
date indicated:
SIGNATURE CAPACITY DATE
WITH REGISTRANT
____________________________ Chairman of the Board _____________
H. Lee Cooper III
/s/_________________________ President, Chief Executive 9-16-97
James J. Giancola Officer and Director -------------
/s/_________________________ Executive Vice President 9-16-97
John R. Spruill and Chief Financial Officer -------------
Page 5
/s/_________________________ Senior Vice President and
Ralph L. Alley Controller -------------
/s/_________________________ Director 9-16-97
John D. Engelbrecht -------------
/s/_________________________ Director 9-16-97
Edmund L . Hafer -------------
/s/_________________________ Director 9-16-97
Robert L. Koch II -------------
/s/_________________________ Director 9-16-97
Larry J. Kremer -------------
/s/_________________________ Director 9-16-97
Burkley F. McCarthy -------------
/s/_________________________ Director 9-16-97
Robert K. Ruxer -------------
/s/_________________________ Director 9-16-97
Thomas W. Traylor -------------
____________________________ Director _____________
Paul G. Wade
Page 6
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the city of Evansville,
State of Indiana, on September 16, 1997.
CNB BANCSHARES, INC.
ASSOCIATE STOCK OPTION PLAN
By: /s/ John R. Spruill
--------------------------------------
Title: Executive Vice President
--------------------------------------
Page 7
CNB BANCSHARES, INC.
REGISTRATION STATEMENT
ON
FORM S-8
INDEX TO EXHIBITS
Exhibit Number Page Number
Assigned in in Sequential
Regulation S-K Exhibit Numbering
Item 601 Number Description of Exhibit System
-------- ------- ---------------------- -------
(4) 4.01 Specimen Certificate for Common 9
Shares
(5) 5.01 Opinion of Ice Miller Donadio & 10
Ryan
(15) Not Applicable
(23) 23.01 Consent of KPMG Peat Marwick, 12
LLP
23.02 Consent of George S. Olive & 13
Co., LLC
23.03 Consent of Ice Miller Donadio &
Ryan (included in Exhibit 5)
(24) Power of Attorney 5,6
(28) Not Applicable
Page 8
COMMON STOCK COMMON STOCK
NUMBER LOGO SHARES
ZQ ORGANIZED UNDER THE
LAWS OF THE STATE OF INDIANA
THIS CERTIFICATE IS TRANSFERABLE CUSIP 126126 10 1
IN THE CITIES OF EVANSVILLE, INDIANA, SEE REVERSE FOR CERTAIN DEFINITIONS
JERSEY CITY, NEW JERSEY
OR NEW YORK, NEW YORK
CNB BANCSHARES, INC.
EVANSVILLE, INDIANA
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE, NO PAR VALUE, COMMON STOCK OF
CNB Bancshares, Inc. transferable only on the books of the corporation by
the holder hereof in person or by duly authorized attorney upon surrender
of this certificate properly endorsed. This certificate is not valid
until countersigned and registered by the Transfer Agent and Registrar.
In witness thereof, the said corporation has caused this certificate to
be signed by its duly authorized officers and its corporate seal to be
hereunto affixed.
Dated
CORPORATE
SEAL
Countersigned and Registered:
THE CITIZENS NATIONAL BANK OF EVANSVILLE PHOTO /S/ H. Lee Cooper
CHAIRMAN
Evansville, Indiana
Transfer Agent and Registrar,
By /S/ David L. Knapp
SECRETARY
Authorized Signature
Page 2
CNB Bancshares, Inc.
Evansville, Indiana
A FULL STATEMENT OF THE RELATIVE RIGHTS, INTERESTS, PREFERENCES AND RESTRICTIONS
OF THE NO PAR VALUE COMMON STOCK AND THE PREFERRED STOCK OF THE CORPORATION WILL
BE FURNISHED BY THE CORPORATION TO ANY SHAREHOLDER UPON WRITTEN REQUEST AND
WITHOUT CHARGE.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT --____Custodian______
(Cust) (Minor)
TEN ENT -- as tenants by the entireties Under Uniform Gifts
to Minors
Act________________
JT TEN -- as joint tenants with right of (State)
survivorship and not as
tenants in common
UNIF TRANS MIN ACT --____Custodian ____
(Cust) (Minor)
Under Uniform
Transfers to Minors
Act________________
(State)
Additional abbreviations may also be used though not in the above list.
For value received, __________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[Box]
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
________________________________________________________________________Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated:______________________
___________________________________
NOTICE: The Signature to this
Assignment must correspond with the
name as written upon the face of
the Certificate in every
particular, without alteration or
enlargement, or any change
whatever.
Signature(s) Guaranteed:
__________________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
[ICE MILLER DONADIO & RYAN Logo]
October 23, 1997
Board of Directors
CNB Bancshares, Inc.
20 N.W. 3rd Street
Evansville, Indiana 47739
Ladies and Gentlemen:
We have acted as counsel to CNB Bancshares, Inc., an Indiana corporation
(the "Company"), in connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement"), with the Securities and Exchange
Commission (the "Commission") for the purposes of registering under the
Securities Act of 1933, as amended (the "Securities Act"), 284,970 shares of the
Company's authorized but unissued Common Stock, no par value, (the "Shares")
issuable upon exercise of stock options which may be granted under the CNB
Bancshares, Inc. Associate Stock Option Plan (the "Plan").
In connection therewith, we have investigated those questions of law as we
have deemed necessary or appropriate for purposes of this opinion. We have also
examined originals, or copies certified or otherwise identified to our
satisfaction, of those documents, corporate or other records, certificates and
other papers that we deemed necessary to examine for purposes of this opinion,
including:
1. Resolutions relating to the adoption of the Plan by the Company's
Board of Directors on July 15, 1997 (the "Resolutions");
2. The Registration Statement;
3. The Plan; and
4. A certified copy of Articles of Amendment of the Company's Articles of
Incorporation, signed September 30, 1985.
We have also relied, without investigation as to the accuracy thereof, on oral
and written communications from public officials and officers of the Company.
Board of Directors
CNB Bancshares, Inc.
October 23, 1997
Page 2
For purposes of this opinion, we have assumed (i) the genuineness of all
signatures of all parties other than the Company; (ii) the authenticity of all
documents submitted to us as originals and the conformity to authentic originals
of all documents submitted to us as certified or photostatic copies; (iii) that
the Resolutions will not be amended, altered or superseded prior to the issuance
of the Shares; and (iv) that no changes will occur in the applicable law or the
pertinent facts prior to the issuance of the Shares.
Based upon the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Shares are validly authorized and,
when (a) the pertinent provisions of the Securities Act and all relevant state
securities laws have been complied with and (b) the Shares have been delivered
against payment therefor as contemplated by the Plan, the Shares will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or under the rules and regulations of the Commission relating
thereto.
Very truly yours,
/s/ ICE MILLER DONADIO & RYAN
Independent Auditors' Consent
The Board of Directors and Stockholders
CNB Bancshares, Inc:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
October 22, 1997
Independent Auditor's Consent
We consent to the incorporation by reference in this Registration
Statement of CNB Bancshares, Inc. On Form S-8 of our report dated
January 26, 1996, incorporated in the Annual Report on Form 10-K
of CNB Bancshares, Inc. for the year ended December 31, 1996.
/s/ Geo. S. Olive & Co. LLC
Evansville, Indiana
October 22, 1997
