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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------
UNITED BANCORP, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2606280
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
205 EAST CHICAGO BLVD., TECUMSEH, MICHIGAN 49286, (517) 423-8373
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
UNITED BANCORP, INC.
SENIOR MANAGEMENT BONUS DEFERRAL STOCK PLAN
(Full title of the plan)
David S. Hickman
Chairman and Chief Executive Officer
United Bancorp, Inc.
205 East Chicago Blvd.
Tecumseh, Michigan 49286
(517) 423-8373
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copy to:
J. Kevin Trimmer, Esq.
Miller, Canfield, Paddock and Stone, P.L.C.
1400 North Woodward, Suite 100
Bloomfield Hills, Michigan 48304
(810) 258-3037
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of each Proposed maximum
class of Proposed maximum aggregate
securities to be Amount to be offering price per offering Amount of
registered registered share (1) price(1) registration fee
---------------- ------------ ------------------ ---------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 5,000 shares $30.625 $153,125.00 $52.80
no par value
</TABLE>
- --------------------------------------------------------------------------------
(1) Pursuant to Rule 457(h)(1) under the Securities Act, the offering
price is based upon the average bid and asked prices for the Common Stock as
quoted by First of Michigan Corporation (a broker-dealer which acts as a
market-maker in the shares and is the only broker-dealer known to the Company
to be doing so) on May 3, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents (and portions of documents) are hereby
incorporated in this Registration Statement by reference:
(a) The registrant's Annual Report on Form 10-K for its
fiscal year ended December 31, 1995;
(b) The description of the registrant's common stock, no
par value (the "Common Stock"), included in the registrant's Form 10
Registration Statement effective March 31, 1988;
All documents subsequently filed by the registrant or the Plan pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), 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 such documents. Any statement contained in a document or portion of a
document which now or hereafter is incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded to the extent that a statement contained herein or in any other
subsequently filed document which is incorporated or is deemed to be
incorporated by reference in this Registration Statement modifies or supersedes
such statement, and any such modified or superseded statement shall not be
deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
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 Michigan Business Corporation Act, as amended (the "MBCA"),
provides that a Michigan corporation, such as the registrant, may indemnify any
person who was or is a party or is threatened to be made a party to a
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal (a
"Proceeding"), other than a Proceeding by or in the right of the corporation,
by reason of the fact that he or she 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, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, or other enterprise
(including any employee benefit plan) against expenses (including attorney
fees) and judgments, penalties, fines and amounts paid in settlement actually
and reasonably incurred by him or her in connection with the Proceeding, if the
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation or its shareholders,
and with respect to a criminal action or proceeding, if the person had no
reasonable cause to believe his or her conduct was unlawful. The MBCA also
provides that a Michigan corporation may indemnify any person
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who is or was a party or is threatened to be made a party to any Proceeding by
or in the right of the corporation by reason of that fact that he or she is or
was a director, officer, employee or agent of the corporation (or, at the
request of the corporation, in one of the other capacities described above)
against expenses and amounts paid in settlement actually and reasonably
incurred by the person in connection with the Proceeding, if the person acted
in good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders, except
that no indemnification may be made for a claim, issue, or matter in which the
person has been found liable to the corporation except for any indemnification
against expenses that may be ordered by the court.
Under the MBCA, any indemnification described above, unless ordered by
a court, may be made only as authorized in the specific case upon a
determination (made in one of the ways described in Section 564a(1) of the
MBCA) that indemnification of the pertinent party is proper because he or she
has met the applicable standard of conduct and upon an evaluation of the
reasonableness of expenses and amounts paid in settlement. Section 564b of the
MBCA permits a corporation to pay or reimburse the reasonable expenses incurred
by a director, officer, employee or agent in advance of final disposition of a
Proceeding, only if the person furnishes the corporation with a written
affirmation of his or her good faith belief that he or she has met the
applicable standard of conduct for indemnification and a written undertaking to
repay the advance if it ultimately is determined that he or she did not meet
the standard and only if a determination is made (in one of the ways described
in Section 564a(1)) that the facts then known to those making the determination
would not preclude indemnification under the MBCA. Section 565 of the MBCA
further provides that the above-described provisions concerning indemnification
and advancement of expenses are not exclusive of other rights to which a person
seeking indemnification or advancement of expenses may be entitled under a
corporation's articles of incorporation, its bylaws or a contractual
arrangement.
Article VI of the registrant's Bylaws provides for indemnification of
directors and officers and permits indemnification of other parties, as
follows:
SECTION 1. THIRD PARTY ACTIONS. The corporation shall
indemnify a person who was or is threatened to be made a party to a
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative and whether formal
or informal (other than an action by or in the right of the
corporation) by reason of the fact that he or 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, partner,
trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise,
whether for profit or not, against expenses (including attorneys'
fees), judgments, penalties, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with the action,
suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the corporation or its shareholders, and with respect to a criminal
action or proceeding, if such person had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create
a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation or its shareholders, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
SECTION 2. ACTIONS IN THE RIGHT OF THE CORPORATION. The
corporation shall indemnify a person who was or is a party to or is
threatened to be made a party to a threatened, pending, or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he 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,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise,
whether for profit or not, against expenses (including actual and
reasonable attorneys' fees) and amounts paid in
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settlement incurred by him in connection with the action or suit, if
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation or its
shareholders.
However, indemnification shall not be made for a claim, issue,
or matter in which such person has been found liable to the
corporation unless and only to the extent that the court in which the
action or suit was brought has determined upon application that,
despite the adjudication of liability but in view of all circumstances
of the case, such person is fairly and reasonably entitled to
indemnification for the expenses which the court considers proper.
SECTION 3. MANDATORY AND PERMISSIVE PAYMENTS.
(a) To the extent that a director, officer, employee or
agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
Sections 1 or 2 of this Article VI, or in defense of any claim, issue
or matter in the action, suit or proceeding, he shall be indemnified
against expenses (including actual and reasonable attorneys' fees)
incurred by him in connection with the action, suit or proceeding and
an action, suit or proceeding brought to enforce the mandatory
indemnification provided hereby.
(b) any indemnification under Sections 1 or 2 of
this Article VI, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 1 and 2 of this
Article VI. Such determination shall be made in any of the following
ways:
(1) By a majority vote of a quorum of
the board of directors consisting of directors who are not
parties or threatened to be made parties to the action, suit,
or proceeding.
(2) If such quorum is not obtainable,
then by a majority vote of a committee of directors who are
not parties to action, suit or proceeding. The committee
shall consist of not less than two disinterested directors.
(3) By independent legal counsel in a
written opinion.
(4) By the shareholders.
(c) If a person is entitled to indemnification
under Sections 1 or 2 of this Article VI for a portion of expenses,
including attorneys' fees, penalties, fines, and amounts paid in
settlement, but not for the total amount thereof, the corporation may
indemnify the person for the portion of the expenses, judgments,
penalties, fines, or amounts paid in settlement for which the person
is entitled to be indemnified.
SECTION 4. EXPENSE ADVANCES. Expenses incurred in defending
a civil or criminal action, suit or proceeding described in Sections 1
or 2 of this Article VI may be paid by the corporation in advance of
the final disposition of the action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director, officer, employee
or agent to repay the expenses if it is ultimately determined that he
is not entitled to be indemnified by the corporation. The undertaking
shall be by unlimited general obligation of the person on whose behalf
advances are made but need not be secured.
SECTION 5. VALIDITY OF PROVISIONS. A provision made to
indemnify directors or officers of any action, suit or proceeding
referred to in Sections 1 or 2 of this Article VI whether contained
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in the articles of incorporation, these bylaws, a resolution of
shareholders or directors, an agreement or otherwise, shall be invalid
only insofar as it is in conflict with Sections 1 to 5 of this Article
VI. The indemnification provided in Sections 1 to 5 of this Article
VI continues as to a person who has ceased to be a director, officer,
employee or agent shall inure to the benefit of the heirs, executors
and administrators of such person.
SECTION 6. INSURANCE. 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, partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as
such, whether or not the corporation would have power to indemnify him
against such liability under Sections 1 to 5 of this Article VI.
SECTION 7. DEFINITIONS. For the purposes of this Article VI:
References to the corporation includes all constituent corporations
absorbed in a consolidation or merger and the resulting or surviving
corporation, so that a person who is or was a director, officer,
employee or agent of the constituent corporation, or is or was serving
at the request of the constituent corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, shall stand in the same position under the
provisions of this Article VI with respect to the resulting or
surviving corporation as he would if he had served the resulting or
surviving corporation in the same capacity. References to "other
enterprises" shall include employee benefit plans; "fines" shall
include any excise taxes assessed on a person with respect to an
employee benefit plan; and "serving at the request of the corporation"
shall include any service as a director, officer, employee, or agent
of the corporation which imposes duties on, or involves services by,
the director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he or she reasonably believed to
be in the interest of the participants and beneficiaries of an
employee benefit plan shall be considered to have acted in a manner
"not opposed to the best interests of the corporation or its
shareholders" as referred to in Sections 1 and 2 of this Article VI.
SECTION 8. NONEXCLUSIVITY. The indemnification or
advancement of expenses provided under this Article VI is not
exclusive of other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the corporation's
articles of incorporation or a contractual agreement. However, the
total amount of expenses advanced or indemnified from all sources
combined shall not exceed the amount of actual expenses incurred by
the person seeking indemnification or advancement of expenses.
Section 209(c) of the MBCA provides that the articles of incorporation
of a Michigan business corporation may contain a provision providing that a
director of the corporation is not personally liable to the corporation or its
shareholders for monetary damages for a breach of the director's fiduciary
duty, except that such a provision may not eliminate or limit the liability of
a director for (i) any breach of the director's duty of loyalty to the
corporation or its shareholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law; (iii) a
violation of Section 551(1) of the MBCA (relating to unauthorized dividends or
distributions to shareholders and unauthorized loans); or (iv) any transaction
from which the director derived an improper personal benefit. At the 1988
Annual Meeting of registrant's shareholders, the shareholders approved an
amendment to registrant's Articles of Incorporation to include such a
provision.
Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising
on the part of the registrant out of the foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are furnished with this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
(4)(a) Restated Articles of Incorporation of registrant (Filed as Exhibit (4)(a) to registrant's
registration statement on Form S-8 (File Number 333-03305) and incorporated herein by
reference)
(4)(b) Bylaws of registrant (Filed as Exhibit (4)(b) to registrant's registration statement on
Form S-8 (File Number 333-03305) and incorporated herein by reference)
(4)(c) United Bancorp, Inc. Senior Management Bonus Deferral Stock Plan (Filed as Appendix B
to registrant's proxy statement dated March 25, 1996 (File Number 0-16640) and
incorporated herein by reference)
(5) Opinion and consent of Miller, Canfield, Paddock and Stone, P.L.C.*
(15) (not applicable)
(23)(a) Consent of Miller, Canfield, Paddock and Stone, P.L.C. (contained in Exhibit (5))
(23)(b) Consent of Crowe, Chizek and Company, L.L.P.*
(24) Powers of attorney (contained in the signature pages hereto)
(25) (not applicable)
(28) (not applicable)
</TABLE>
- ---------------
*Filed herewith
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;
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(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 (a)(1)(i) and (a)(1)(ii) do not
apply if 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
into 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.
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 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.
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 Act 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, 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 Tecumseh, State of Michigan, on May 8, 1996.
UNITED BANCORP, INC.
By /s/ David S. Hickman
------------------------------------
David S. Hickman
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 indicated and on the dates indicated below. By so signing, each of
the undersigned, in his capacity as a director or officer, or both, as the case
may be, of the registrant, does hereby appoint David S. Hickman, John J. Wanke,
and Dale L. Chadderdon and each of them severally, his true and lawful attorney
to execute in his or her name, place and stead, in his capacity as a director
or officer, or both, as the case may be, of the registrant, any and all
amendments to this Registration Statement including post-effective amendments
thereto and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have full power and authority to do and perform in the name and
on behalf of each of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises as fully, and for
all intents and purposes, as each of the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
(1) Principal Executive Officer:
/s/ David S. Hickman President, Chief May 8, 1996
- --------------------------------- Executive Officer and Director
David S. Hickman
(2) Principal Financial Officer
and Principal Accounting Officer:
Senior Vice President,
/s/ Dale L. Chadderdon Secretary and Treasurer May 8, 1996
- ---------------------------------
Dale L. Chadderdon
(3) Directors:
Executive Vice President
/s/ John J. Wanke and Director May 8, 1996
- ---------------------------------
John J. Wanke
Director
- ---------------------------------
David N. Berlin
/s/ L. Donald Bush Director May 8, 1996
- ---------------------------------
L. Donald Bush
/s/ M. H. Downing Chairman and Director May 8, 1996
- ---------------------------------
M. H. Downing
Director
- ---------------------------------
Patrick D. Farver
Director
- ---------------------------------
John H. Foss
/s/ Charles E. Gross Director May 8, 1996
- ---------------------------------
Charles E. Gross
/s/ Linda J. Herrick Director May 8, 1996
- ---------------------------------
Linda J. Herrick
</TABLE>
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<TABLE>
<CAPTION>
Signatures Title Date
---------- ------- ----
<S> <C> <C>
Director
- ---------------------------------
Ann Hinsdale Knisel
/s/ James C. Lawson Director May 8, 1996
- ---------------------------------
James C. Lawson
/s/ D. J. Martin Director May 8, 1996
- ---------------------------------
D. J. Martin
Director
- ---------------------------------
David E. Maxwell
/s/ Jeffrey T. Robideau Director May 8, 1996
- ---------------------------------
Jeffrey T. Robideau
/s/ Richard S. Whelan Director May 8, 1996
- ---------------------------------
Richard S. Whelan
/s/ James K. Whitehouse Director May 8, 1996
- ---------------------------------
James K. Whitehouse
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
(5) Opinion and Consent of Miller, Canfield, Paddock and Stone, P.L.C.
(23)(b) Consent of Crowe, Chizek and Company, L.L.P.
</TABLE>
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EXHIBIT (5)
[MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. LETTERHEAD]
May 8, 1996
United Bancorp, Inc.
205 East Chicago Blvd.
Tecumseh, Michigan 49286
Gentlemen:
With respect to the registration statement on Form S-8 (the
"Registration Statement") being filed today with the Securities and Exchange
Commission (the "Commission") by United Bancorp, Inc., a Michigan corporation
(the "Company"), for the purpose of registering under the Securities Act of
1933, as amended (the "Act"), 5,000 shares of the common stock, no par value,
of the Company (the "Registered Shares") that may be acquired under and
pursuant to the United Bancorp, Inc. Senior Management Bonus Deferral Stock
Plan (the "Plan") by Plan participants, we, as your counsel, have examined such
certificates, instruments, and documents and have reviewed such questions of
law as we have considered necessary or appropriate for the purposes of this
opinion, and, on the basis of such examination and review, we advise you that,
in our opinion:
1. The Registered Shares have been legally authorized.
2. When the Registration Statement has become effective and any
newly issued Registered Shares have been sold in accordance with the Plan and
paid for, said newly issued Registered Shares will be validly issued, fully
paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission.
Very truly yours,
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
<PAGE> 1
EXHIBIT (23)(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of United Bancorp, Inc. (the "Company") of our report dated January
19, 1996, on the financial statements included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1995 filed pursuant to the
Securities Exchange Act of 1934, as amended.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Grand Rapids, Michigan
May 8, 1996
