333-_________
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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FIRST FINANCIAL BANCORPORATION
(Exact name of registrant as specified in its charter)
IOWA 42-1259867
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
204 East Washington Street, Iowa City, Iowa 52240
- --------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
FIRST FINANCIAL BANCORPORATION
1997 STOCK COMPENSATION PLAN
(Full title of the Plan)
A. RUSSELL SCHMEISER
Executive Vice President & Chief Operating Officer
204 East Washington, Iowa City, Iowa 52240
(Name and address of agent for service)
(319) 356-9038
(Telephone number, including area code of agent for service of process)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Aggregate Registration Fee
Registered Price pe Offering (1/33rd of 1% of
Share* Price Aggregate Offering
Price)
- --------------------------------------------------------------------------------
$1.25 Par Value
Common Stock 262,500 $23.75 $6,234,375 $1,889.20
- --------------------------------------------------------------------------------
*Pursuant to Rule 457(c) and (h), based on the average bid and asked prices of
shares of the Registrant's Common Stock as of August 25, 1997, on the National
Association of Securities Dealers OTC Bulletin Board.
Exhibit Index - Page 9
Page 1 of 11 Pages
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Cross Reference Sheet Showing Location
of Items Called for by Form S-8
Form S-8 Item No. Caption in Prospectus
1 ..........................................Not Applicable
2 ..........................................Not Applicable
Caption in Registration Statement
3 ..........................................Incorporation of Documents
by Reference
4 ..........................................Description of Securities
5 ..........................................Interests of Named Experts
and Counsel
6 ..........................................Indemnification of Directors
and Officers
7 ..........................................Exemption from Registration
Claimed
8 ..........................................Exhibits...
9 ..........................................Undertakings
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
a) The Registrant's latest annual report filed on Form 10-K, filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") which contains audited financial statements for the Registrant's
latest fiscal year.
b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a) above.
c) The description of such class securities which is contained in the
Registrant's Registration Statement filed under Section 12 of the Exchange Act,
including any amendments or report filed for the purpose of updating such
description.
d) The Registrant's definitive proxy statement filed pursuant to Section 14 of
the Exchange Act in connection with the latest annual meeting of its
stockholders, and any definitive proxy or information statements so filed in
connection with any subsequent special meetings of its stockholders.
e) Information as to stock options, including the amount outstanding, exercises,
prices and expiration dates, included in the Registrant's proxy statements,
annual reports or appendices to the prospectus.
All reports and other documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part thereof 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 supplemented, modified or superseded
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 supplements, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so supplemented, modified or superseded, to constitute
a part of this Registration Statement.
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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 Registrant's Composite Restatement of Articles of Incorporation and
Composite Restatement of Corporate Bylaws provide that the Registrant shall
indemnify its directors, officers, employees and agents to the fullest extent
permitted by the Iowa Business Corporation Act (the "IBCA"). The IBCA provides
that a company may indemnify its officers and directors if (i) the person acted
in good faith, and (ii) the person reasonably believed, in the case of conduct
in the person's official capacity with the company, that the conduct was in the
company's best interests, and in all other cases, that the person's conduct was
at least not opposed to the company's best interests, and (iii)in the case of
any criminal proceeding, the person had noreasonable cause to believe the
person's conduct was unlawful. The Registrant is required to indemnify officers
and directors against reasonable expenses incurred in connection with any
proceeding in which they are wholly successful, on the merits or otherwise, to
which the person may be a party because of the person's position with the
Registrant. If the proceeding is by or in the right of the Registrant,
indemnification may be made only for reasonable expenses and may not be made in
respect of any proceeding in which the person shall have been adjudged liable to
the Registrant. Further, any such person may not be indemnified in respect to
any proceeding that charges improper personal benefit to the person, in which
the person shall have been adjudged to be liable.
The Registrant maintains directors' and officers' liability insurance, which
indemnifies directors and officers of the Registrant against certain damages and
expenses relating to claims against them for negligent acts, errors or
omissions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
A list of exhibits included as part of this Registration Statement is set forth
in the Exhibit Index which immediately precedes such exhibits and is hereby
incorporated by reference herein.
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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 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, represents 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
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 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 (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.
(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant
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to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") 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.
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SIGNATURES
The Registrant: 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 Iowa City, State of Iowa on the 26th day of August,
1997.
FIRST FINANCIAL BANCORPORATION
(Registrant)
//s//Robert M. Sierk
By ________________________________________
Robert M. Sierk
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each of the undersigned hereby constitutes
and appoints Robert M. Sierk and A. Russell Schmeiser, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or 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 said
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 they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully 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.
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SIGNATURE TITLE DATE
//s//Robert M. Sierk
- ------------------------ President, Chief Executive Officer, August 26, 1997
Robert M. Sierk and Director
//s//A. Russell Schmeiser
- ------------------------ Executive Vice President, Chief August 26, 1997
A. Russell Schmeiser Operating Officer, Principal Financial
Officer and Director
//s//Fritz L. Duda
- ------------------------ Director August 26, 1997
Fritz L. Duda
//s//Ralph J.Russell
- ------------------------ Director August 26, 1997
Ralph J. Russell
//s//Larry D. Ward
- ------------------------ Director and Chairman of August 26, 1997
Larry D. Ward the Board
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FIRST FINANCIAL BANCORPORATION
FORM S-8 REGISTRATION STATEMENT
Exhibit Index
Reg. S-K
Item 601
Exhibit No. Exhibit Page #
4 Instruments defining the rights of security holders. See ...............
"Description of the Common Stock of the Holding Company"
at page 30 of Amendment No. 1 to the Registration Statement
Form S-4 filed under Registration Statement Number 33-893 dated
November 12, 1985.
5 Opinion of Nyemaster, Goode, Voigts, West, Hansell & O'Brien,.........10
P.C., legal counsel to Registrant
23(a) Consent of McGladrey & Pullen, LLP, Independent Auditors .............11
23(b) Consent of Nyemaster, Goode, Voigts, West, Hansell & O'Brien,.........10
P.C., legal counsel to Registrant (included as part of Exhibit 5)
24 Powers of Attorney ...................................................7
99(a) First Financial Bancorporation 1997 Stock Compensation Plan as
adopted by shareholders on April 8, 1997, filed as an Exhibit to
the Registrant's March 7, 1997 Proxy Statement, is incorporated
herein by reference.
*Only pages of manually signed original of the Registration Statement are
numbered sequentially.
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EXHIBIT 5
August 15, 1997
Board of Directors
First Financial Bancorporation
204 East Washington Street
Iowa City, Iowa 52240
Gentlemen:
We have acted as legal counsel for First Financial Bancorporation, an Iowa
corporation (the "Company"), in connection with the proposed issuance of up to
an aggregate of 262,500 shares of the Company's $1.25 Par Value Common Stock
(the "Shares") pursuant to the Company's 1997 Stock Compensation Plan (the
"Plan").
We have examined originals or copies, certified or otherwise identified to my
satisfaction, of such corporate records, certificates, and statements of
officers and accountants of the Company and of public officials and such other
documents as we have considered relevant and necessary for the opinion
hereinafter set forth.
On the basis of the foregoing, it is our opinion that when the Shares are issued
in accordance with the Plan they shall have been legally issued, fully paid and
non-assessable Shares of the Company.
We hereby consent to the filing of this opinion as an Exhibit to the Company's
Registration Statement on Form S-8.
Very truly yours,
Nyemaster, Goode, Voigts, West,
Hansell & O'Brien, P.C.
//s//Gregory P. Page
By________________________
Gregory P. Page
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EXHIBIT 23(a) - CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the First Financial Bancorporation 1997 Stock
Compensation Plan of our report dated February 7, 1997, with respect to the
consolidated financial statements of First Financial Bancorporation and
subsidiaries, included in its Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
//s//McGladrey & Pullen
McGLADREY & PULLEN, LLP
Iowa City, Iowa
August 26, 1997
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