<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1996
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------
MATEWAN BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 6711 55-0639363
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER)IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
---------------
250 EAST SECOND AVENUE
P. O. BOX 100
WILLIAMSON, WEST VIRGINIA 25661
(304) 235-1544
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
DAN R. MOORE CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
MATEWAN BANCSHARES, INC.
250 EAST SECOND AVENUE
P. O. BOX 100
WILLIAMSON, WEST VIRGINIA 25661
(304) 235-1544
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
WITH COPIES TO:
CHARLES D. DUNBAR FRANK M. CONNER III
ELIZABETH OSENTON LORD ALSTON & BIRD
JACKSON & KELLY 601 PENNSYLVANIA AVENUE, N.W.
1600 LAIDLEY TOWER NORTH BUILDING, SUITE 250
P. O. BOX 553 WASHINGTON, D.C. 20004-2601
CHARLESTON, WEST VIRGINIA 25322
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.
If the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-367
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM(1)(2)
TITLE OF SHARES TO BE REGISTERED AGGREGATE OFFERING PRICE AMOUNT OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Cumulative Convertible Preferred
Stock, Series A, $25.00 liquidation
preference............. $2,875,000 $991.38
===============================================================================
</TABLE>
(1)Includes $375,000 of securities subject to an over-allotment option granted
to the Underwriters.
(2)Estimated solely for the purpose of calculating the amount of the
Registration Fee.
===============================================================================
<PAGE>
Incorporation By Reference of Registration Statement on
Form S-1, File No. 333-367
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Matewan
Bancshares, Inc. (the "Company") hereby incorporates by reference into this
Registration Statement on Form S-1 in its entirety the Registration Statement
on Form S-1 (File No. 333-367) declared effective on February 26, 1996 by
the Securities and Exchange Commission (the "Commission"), including each
of the documents filed by the Company with the Commission and incorporated
or deemed to be incorporated by reference therein or deemed to be a part
thereof.
<PAGE>
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-1 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED DULY AUTHORIZED IN THE
CITY OF WILLIAMSON, STATE OF WEST VIRGINIA, ON THE 28TH DAY OF FEBRUARY, 1996.
Matewan BancShares, Inc.
/s/ Dan R. Moore
_____________________________________
DAN R. MOORE
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES LISTED ON FEBRUARY 28, 1996.
/s/ Dan R. Moore /s/ Lee M. Ellis
_____________________________________ _____________________________________
DAN R. MOORE LEE M. ELLIS
CHAIRMAN OF THE BOARD, PRESIDENT VICE PRESIDENT AND CHIEF
AND CHIEF EXECUTIVE OFFICER FINANCIAL OFFICER
*
_____________________________________ _____________________________________
JAMES H. HARLESS FRANK E. ELLIS
DIRECTOR DIRECTOR
* *
_____________________________________ _____________________________________
LAFE P. WARD AMOS J. HATFIELD
DIRECTOR DIRECTOR
_____________________________________ _____________________________________
GEORGE A. KOSTAS SIDNEY YOUNG, JR.
DIRECTOR DIRECTOR
*
_____________________________________
BETTY JO MOORE
DIRECTOR
* /s/ Dan R. Moore /s/ Lee M. Ellis
_____________________________________ _____________________________________
ATTORNEY-IN-FACT ATTORNEY-IN-FACT
II-1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS
<C> <S>
5.1 Opinion of Jackson and Kelly
7.1 Opinion of Jackson and Kelly
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Jackson & Kelly
24.1 Power of Attorney*
</TABLE>
- --------
* Incorporated by reference to the same numbered exhibit to the Registrant's
Registration Statement on Form S-1 (File No. 333-367).
<PAGE>
Exhibit 5.1
Opinion
February 28, 1996
Matewan BancShares, Inc.
250 East Second Avenue
P. O. Box 100
Williamson, WV 25661
Re: 115,000 Shares of Cumulative Convertible Preferred Stock, Series
A, of Matewan BancShares, Inc., $1.00 Par Value Per Share
Gentlemen:
We have acted as counsel to Matewan BancShares, Inc., a Delaware
corporation ("Matewan"), with respect to its proposed issuance of up to 115,000
shares of its Cumulative Convertible Preferred Stock, Series A, par value $1.00
per share (the "Shares"). Of the Shares, 100,000 shares are being offered in a
firm commitment underwriting by Wheat First Butcher Singer (the
"Underwriter"). In addition, Matewan has granted to the Underwriter an
option, exercisable for thirty days from the date hereof, to purchase up to an
additional 15,000 of the Shares at the offering price less the underwriting
discount, for the purpose of covering over-allotments, if any. The offering of
the Shares is the subject of a Form S-1 Registration Statement filed with the
Securities and Exchange Commission by Matewan (the "Registration Statement").
We have examined originals, or copies certified to our satisfaction,
of such corporate records, agreements and other instruments of Matewan,
certificates of public officials or of officers of Matewan, and such other
documents as we have deemed necessary in rendering the opinions expressed
herein.
Based upon the foregoing, we are of the opinion that Matewan has been
duly incorporated and in good standing under the laws of the State of Delaware,
and that the Shares, when issued and sold as provided in the Registration
Statement, will be duly and validly issued shares of Matewan, fully paid and
non-assessable.
<PAGE>
Matewan BancShares, Inc.
February 28, 1996
Page 2
We hereby consent to the inclusion of this opinion as an Exhibit to
the Registration Statement and all amendments thereto, and to the references
therein to Jackson & Kelly and its opinions.
Very truly yours,
JACKSON & KELLY
By /s/ Charles D. Dunbar
-----------------------------
Charles D. Dunbar, Partner
<PAGE>
Exhibit 7.1
Opinion
February 28, 1996
Matewan BancShares, Inc.
250 East Second Avenue
P. O. Box 100
Williamson, WV 25661
Gentlemen:
This opinion is given in connection with the filing by Matewan BancShares,
Inc., a corporation organized and existing under the laws of the State of
Delaware ("Matewan"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of a Registration Statement on Form S-1
("Registration Statement"), with respect to the 115,000 shares of Cumulative
Convertible Preferred Stock, Series A, par value $1.00 per share (the "Preferred
Stock") to be issued in connection with the proposed transaction pursuant to
which Matewan will purchase Bank One, Pikeville, N.A. ("Pikeville") from Banc
One Corporation ("Banc One") pursuant to the terms of a stock purchase agreement
dated September 28, 1995, by and among Matewan, Banc One and Banc One Kentucky
Corporation.
The Preferred Stock will have a preference upon involuntary liquidation of
Matewan equal to its stated value of $25.00 per share plus an amount equal to
all accrued and unpaid dividends thereon to the date fixed for liquidation,
which preference exceeds its stated value (the "excess").
You have requested our opinion as to whether there are any restrictions
upon the surplus of Matewan available for the payment of dividends on any class
or series of Matewan's stock by reason of the excess and, if there are, as to
any remedies available to holders of such stock either before or after the
payment of any dividends when such payment would reduce or reduces surplus to an
amount less than the amount of the excess.
<PAGE>
Matewan BancShares, Inc.
February 28, 1996
Page 2
In rendering this opinion, we have examined such corporate records and
documents as we have deemed relevant and necessary as a basis for the opinion
set forth herein, including the Certificate of Incorporation and Bylaws of
Matewan and the forms of the Certificate of Designation relating to the
Preferred Stock. In addition, although we are not admitted to practice law in
the state of Delaware, we have made such examination of relevant authorities as
we have deemed necessary.
Section 170 of the General Corporation Law of the State of Delaware
("Delaware GCL") authorizes a Delaware corporation to pay dividends out of its
surplus. Surplus is defined by Section 154 of the Delaware GCL as the amount by
which the net assets of a corporation exceed the capital of that corporation.
Both net assets, under Section 154, and capital, under Sections 154 and 244 of
the Delaware GCL, are calculated without reference to the liquidation preference
of any class or series of a corporation's stock. Accordingly, the authorization
in Section 170 of the Delaware GCL for payment of dividends out of surplus is
not in any way limited or restricted by the fact that a class or series of
stock, such as the Preferred Stock, has a liquidation preference in excess of
its stated value.
Based upon and subject to the foregoing, and subject to the limitations
stated herein, it is our opinion that, solely as a matter of law, under the
Delaware GCL as in effect on the date hereof: (i) prior to a liquidation,
dissolution, or winding up of the affairs of Matewan, there will be no
restriction upon the surplus of Matewan available for the payment of dividends
on any class of stock of Matewan solely by reason of the fact that the
liquidation preference relating to the shares of the Preferred Stock exceeds the
stated value of the Preferred Stock; and (ii) no remedy will be available to the
holders of the Preferred Stock, either before or after the payment of any
dividend, prior to a liquidation, dissolution, or winding up of Matewan, solely
by reason of the fact that payment of such dividend would reduce or reduces the
surplus of Matewan to an amount less than the excess of the liquidation
preference over the stated value of the Preferred Stock.
We have addressed herein only the question of whether, as a matter of
Delaware law, there exist any restrictions upon the surplus available for
payment of dividends solely by reason of the
<PAGE>
Matewan BancShares, Inc.
February 28, 1996
Page 3
excess, and not the effect of charter restrictions on payment of dividends on a
junior stock prior to payment of all accumulated dividends on the redemption of
a senior stock or any other charter or contractual restriction on payment of
dividends.
Sincerely,
JACKSON & KELLY
By /s/ Charles D. Dunbar
-----------------------------
Charles D. Dunbar
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-1) of Matewan BancShares, Inc. for the registration of up to 115,000 shares of
its cumulative convertible preferred stock of our report dated February 1, 1995
(except Note 14, as to which the date is May 19, 1995), with respect to the
consolidated financial statements of Matewan BancShares, Inc. for the year ended
December 31, 1994, included in Pre-Effective Amendment No. 1 to the Registration
Statement (Form S-1 No. 333-367) and the related Prospectus of Matewan
BancShares, Inc. filed with the Securities and Exchange Commission on or about
February 16, 1996.
/s/ Ernst & Young LLP
Charleston, West Virginia
February 26, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-1) of Matewan BancShares, Inc. for the registration of up to 115,000 shares of
its cumulative convertible preferred stock of our report dated December 29,
1995, with respect to the financial statements of Bank One, Pikeville, N.A. for
the year ended December 31, 1994, included in Pre-Effective Amendment No. 1 to
the Registration Statement (Form S-1 No. 333-367) and the related Prospectus of
Matewan BancShares, Inc. filed with the Securities and Exchange Commission on or
about February 16, 1996.
/s/ Ernst & Young LLP
Charleston, West Virginia
February 26, 1996
<PAGE>
EXHIBIT 23.3
CONSENT
We hereby consent to the references to our Firm and inclusion of our
opinions as Exhibits to the Registration Statement on Form S-1 and related
prospectus of Matewan BancShares, Inc., for the registration of 115,000 shares
of its Cumulative Convertible Preferred Stock, Series A.
JACKSON & KELLY
By /s/ Charles D. Dunbar
------------------------------------
Partner
February 28, 1996
