Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CNB BANCSHARES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana 35-1568731
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(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
20 N.W. Third Street, Evansville, Indiana 47739
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(Address of Principal Executive Offices) (Zip Code)
CITIZENS INCENTIVE SAVINGS PLAN
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(Full Title of the Plan)
John R. Spruill
Executive Vice President and Chief Financial and Administrative Officer
CNB Bancshares, Inc.
20 N.W. Third Street, Evansville, Indiana 47739
(812) 456-3400
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(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Thomas C. Erb, Esq.
Lewis, Rice & Fingersh, L.C.
500 N. Broadway, Suite 2000
St. Louis, Missouri 63102
(314) 444-7600
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount Of
Securities to be Price Per Offering Registration
to be Registered Registered Share(1) Price(1) Fee
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Common Stock 500,000 $38.4375 $19,218,750 $5,670
(no par value)
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(1) The amount set forth herein is estimated solely for purposes of
calculating the registration fee in accordance with Rule 457(h)(1) and is based
on the closing sale price of a share of CNB Bancshares, Inc.'s common stock on
the New York Stock Exchange, as reported in the Wall Street Journal (Midwest
Edition) on April 9, 1999.
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
CNB Bancshares, Inc. (the "Corporation") hereby incorporates by reference
into this Registration Statement the following documents with respect to the
Corporation and the Citizens Incentive Savings Plan previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Annual Report of the Corporation on Form 10-K for the fiscal
year ended December 31, 1998 as filed with the Commission pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed by the Corporation pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1998; and
(c) The description of the Corporation's common stock (the "Common
Stock") contained in the Corporation's Registration Statement on Form 8-A,
dated April 1, 1996, filed pursuant to Section 12 of the Exchange Act and
including any amendments or reports filed by the Corporation under the
Securities Act of 1933, as amended, or the Exchange Act for purposes of
updating such description.
All reports and other documents subsequently filed by the Corporation
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to
the effectiveness of this Registration Statement and prior to the filing of a
post-effective amendment hereto that either indicates that all securities
offered hereby have been sold or that deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superceded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this Registration
Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the Plan and the shares of Common
Stock to be issued through the Plan have been passed upon for the Corporation by
Lewis, Rice & Fingersh, L.C., St. Louis, Missouri, 63102.
ITEM 7. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Indiana Business Corporation Law (the "Indiana Corporate
Law") and the Restated Articles of Incorporation and Bylaws of the Corporation,
the Corporation is obligated to indemnify certain officers and directors in
connection with liabilities arising from legal proceedings resulting from such
person's service to the Corporation in certain circumstances. The Corporation
may also voluntarily undertake to indemnify certain persons acting on the
Corporation's behalf in certain circumstances.
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The Indiana Corporate Law provides for mandatory indemnification of
directors and officers of Indiana corporations and permissive indemnification of
directors, officers, employees and agents of corporations who are made parties
to proceedings as a result of their relationship with such corporation. The
Indiana Corporate Law also applies to individuals who are serving at such
corporation's request as directors, officers, employees and agents of such
corporation's subsidiaries. The Indiana Corporate Law requires corporations,
unless limited by their articles of incorporation, to indemnify any director or
officer against reasonable expenses incurred in connection with any proceeding
to which such person was a party if the individual is wholly successful on the
merits. The Indiana Corporate Law authorizes corporations to indemnify any
director, officer, employee or agent against liability incurred in such a
proceeding generally if the individual's conduct was in good faith and the
individual reasonably believed, in the case of conduct in the individual's
official capacity, that his or her conduct was in the corporation's best
interests and in all other cases that his or her conduct was not opposed to the
best interests of such corporation.
The Indiana Corporate Law further authorizes any court of competent
jurisdiction, unless the articles of incorporation provide otherwise, to order
indemnification generally if the court determines a director or officer of a
corporation is entitled to mandatory indemnification or is otherwise fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances. The Indiana Corporate Law also authorizes corporations to
advance reasonable expenses in advance of final disposition of a proceeding
generally if the individual affirms in writing a good faith belief that he
satisfies the standard of conduct for permissive indemnification, the individual
undertakes in a signed writing to repay the advance if it is determined he does
not satisfy the standard of conduct for permissive indemnification and the
corporation determines that the facts then known do not preclude
indemnification. Finally, the Indiana Corporate Law authorizes further
indemnification to the extent that the corporation may provide in its articles
of incorporation, bylaws, a resolution of the board of directors or the
shareholders or any other authorization, whenever adopted, after notice, by a
majority vote of holders of all the voting shares then issued and outstanding.
Except with respect to the advancement of expenses, the Corporation's Bylaws
generally provide for the indemnification of the Corporation's directors,
officers, employees and agents to the extent permitted by the Indiana Corporate
Law.
ITEM 8. EXHIBITS.
The following exhibits are submitted herewith or incorporated by reference
herein:
Exhibit
Number Exhibit
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5(a) Opinion of Lewis, Rice & Fingersh, L.C.
23(a) Consent of Lewis, Rice & Fingersh, L.C. (included as part of
Exhibit 5(a))
23(b) Consent of KPMG LLP
24 Powers of Attorney (included in signature page of this
Registration Statement)
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this 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;
(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 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 indemnification is against public policy as expressed
in the Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, 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, as of April 14, 1999.
CNB BANCSHARES, INC.
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(Registrant)
By: /s/ James J. Giancola
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James J. Giancola
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on April 14, 1999 by the following
persons in the capacities indicated.
Name Title/Position
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* Chairman of the Board
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H. Lee Cooper III
/s/ James J. Giancola President, Chief Executive Officer
- ---------------------------------- and Director (principal executive
James J. Giancola officer) officer)
/s/ John R. Spruill Executive Vice President
- ---------------------------------- (principal financial officer)
John R. Spruill
/s/ Ralph L. Alley Senior Vice President and
- ---------------------------------- Controller (principal
Ralph L. Alley accounting officer)
* Director
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John D. Engelbrecht
* Director
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Terrence A. Friedman
* Director
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Robert L. Koch, II
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* Director
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Larry J. Kremer
* Director
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Edmund L. Hafer
* Director
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James E. Hutton
* Director
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Burkley F. McCarthy
* Director
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Robert K. Ruxer
* Director
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Thomas W. Traylor
* Director
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Alton C. Wendzel
* By /s/ John R. Spruill
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Attorney-in-fact
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CNB BANCSHARES, INC.
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
Reg. S-K
Item 601
Exhibit No. Exhibit
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5 Opinion of Lewis, Rice & Fingersh, L.C.
23(a) Consent of Lewis, Rice & Fingersh, L.C. (included as
part of Exhibit 5)
23(b) Consent of KPMG LLP
24 Powers of Attorney (included in signature page of this
Registration Statement)
[LETTERHEAD OF LEWIS, RICE & FINGERSH, L.C.]
EXHIBIT 5
April 14, 1999
CNB Bancshares, Inc.
20 N.W. Third Street
Evansville, Indiana 47739
RE: REGISTRATION STATEMENT ON FORM S-8 FOR 500,000 SHARES OF COMMON
STOCK UNDER THE CNB BANCSHARES, INC. CITIZENS INCENTIVE SAVINGS
PLAN
Gentlemen:
You have requested our opinion in connection with the registration of
500,000 shares of Common Stock of CNB Bancshares, Inc. (the "Company") under the
Company's Citizens Incentive Savings Plan (the "Plan").
As counsel to the Company, we have participated in the preparation of its
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"), with respect to the Common Stock. We have
examined and are familiar with the Company's Articles of Incorporation, Bylaws,
records of corporate proceedings, the Plan and such other documents and records
as we have considered appropriate.
Based upon the foregoing, we are of the opinion that the Common Stock will,
if issued and delivered in accordance with the terms and provisions of the Plan,
be valid and binding obligations of the Company enforceable in accordance with
the terms of the Plan. Our opinion is qualified to the extent that enforcement
of the Obligations may be subject to applicable federal or state bankruptcy,
insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, or
other laws or court decisions relating or affecting the rights of creditors
generally and may be limited by equitable principles of general applicability,
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing, equitable subordination, and the possible unavailability
of specific performance or injunctive relief (regardless of whether considered
in a proceeding in equity or at law or whether codified by statutes).
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
LEWIS, RICE & FINGERSH, L.C.
/s/ LEWIS, RICE & FINGERSH, L.C.
Exhibit 23(b)
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CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
CNB Bancshares, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of CNB Bancshares, Inc. of our report dated January 14, 1999, relating to
the consolidated balance sheet of CNB Bancshares, Inc. and subsidiaries as
of December 31, 1998 and 1997, and the related consolidated statements of
income, changes in stockholders' equity, and cash flows for each of the years in
the three-year period ended December 31, 1998, which report is included in the
December 31, 1998 annual report on Form 10-K of CNB Bancshares, Inc.
/s/ KPMG LLP
KPMG LLP
St. Louis, Missouri
April 14, 1999
