SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
S.Y. Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Kentu 61-1137529
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1040 East Main Street, Louisville, KY 40206
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
Common Stock American Stock Exchange
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ X ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
Not Applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
S.Y. Bancorp, Inc. (Bancorp) is authorized to issue 5,000,000 shares of
common stock, no par value. All shares of Bancorp Common Stock have identical
rights and preferences. Each share is entitled to one vote on all matters
presented to the shareholders with the exception of election of
directors. In the election of directors, cumulative voting rules apply.
Under cumulative voting, each shareholder is entitled to cast as many votes
in the aggregate as shall equal the number of shares of Bancorp Common Stock
owned by him/her multiplied by the number of directors to be elected. Each
shareholder, or his/her proxy, may cast all of his/her votes (as thus
determined) for a single nominee for director or may distribute them among
two or more nominees, in the shareholder's discretion.
Holders of Bancorp Common Stock do not have preemptive rights to subscribe
for additional shares of Bancorp Common Stock should the capital of Bancorp
be increased by the sale of additional shares for cash.
Holders of Bancorp Common Stock are not entitled to convert their shares
into any other securities. The shares of Bancorp Common Stock are not
redeemable. All outstanding shares of Bancorp Common Stock are, and any
shares to be issued in the future will be, upon receipt by Bancorp of the
consideration thereof, fully paid and non-assessable.
In the event of liquidation of Bancorp, the holders of Bancorp Common Stock
are entitled to share, according to their respective interests, in Bancorp's
assets and funds remaining after payment or provision for payment of
all debts, other liabilities and preferences, if any, of Bancorp.
Holders of Bancorp Common Stock will be entitled to receive such dividends
and other distributions as may be declared from time to time by the Board of
Directors of Bancorp out of funds legally available therefore. Bancorp's
ability to pay dividends depends upon dividends paid by its subsidiary banks.
Kentucky law allows Bancorp to pay dividends under certain circumstances that
might preclude payment of dividends by one or both of its subsidiary banks.
Under Kentucky banking laws, dividends may be paid, without the permission
of the Kentucky Commissioner of Financial Institutions, only out of net
profits for the current fiscal year and the preceding two years, less any
required transfers to surplus for a fund for the retirement of preferred
stock or debt. Under Indiana banking laws, a bank must obtain the approval of
the Indiana Department of Financial Institutions for the payment of a
dividend if the total of all dividends declared by the bank during the
calendar year, including the proposed dividend, would exceed the sum of
the total of the net profits of the bank for that year, and the retained net
profits of the bank for the previous two years.
Bancorp's Articles of Incorporation provide that the Board of Directors shall
be divided into three classes, with one class being elected each year. This
provision is intended to ensure continuity of Board membership
and impede the ability of a third party to make sudden changes in the
directors through a proxy contest or the acquisition of a substantial stock
interest. The classification of directors reduces the effect of cumulative
voting by reducing the number of directors to be elected at each annual meeting,
by reducing the aggregate number of votes a shareholder may cast in the
election of directors, and increasing the number of votes needed to elect one
director. Holders of less than a majority of the outstanding shares entitled
to vote in the election of directors may therefore be unable to cumulate
sufficient votes to elect at least one member of a classified board of
directors.
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Bancorp's Articles of Incorporation also contain certain provisions relating
to mergers and certain other business combination transactions involving
Bancorp and a 20% shareholder. These provisions (a) require a special vote
of shareholders to approve a merger or other specific business combination
transaction between Bancorp and a 20% shareholder (Interested Shareholder),
unless the transaction is approved by a majority of the disinterested
directors of Bancorp or certain minimum price requirements are met,
(b) restrict any merger or other business combination transaction between
Bancorp and an Interested Shareholder for a three-year period unless the
transaction is approved by a majority of the disinterested directors of
Bancorp and (c) require an increased shareholder vote to amend any portion
thereof.
Bancorp's Articles of Incorporation authorize the issuance of up to 5,000,000
shares of Common Stock, of which 3,281,145 shares are issued and outstanding
on the date of this registration statement. The additional authorized but
unissued shares are available for stock dividends, splits options and other
general corporate purposes. Although the amendment to increase the authorized
Common Stock might be considered as having the effect of discouraging an
attempt by another person or entity, through the acquisition of a substantial
number of shares of Bancorp's Common Stock, to acquire control of Bancorp
with a view to imposing a merger, sale of all or any part of Bancorp's assets
or a similar transaction since the issuance of new shares could be used to
dilute the stock ownership of any such person or entity. The Board of
Directors did not, at that time, and currently does not have any present
intent to issue any shares of Common Stock primarily for anti-takeover purposes.
Item 2. Exhibits.
Because the securities to be registered are to be registered on an exchange
on which no other securities of the registrant are registered, the following
exhibits are filed with each copy of the registration statement filed with
the American Stock Exchange. They are not filed with, or incorporated by
reference in, copies of the registration statement filed with the Securities
and Exchange Commission.
Annual Report on Form 10-K as of and for the year ended December 31, 1996
Quarterly Reports on Form 10-Q as if and for the quarters ended March 31,
June 30, and September 30, 1997
Proxy Statement dated March 21, 1997
Articles of Incorporation and related amendments
Bylaws
Specimen Common Stock Certificate
Summary Annual Report to Shareholders as of and for the year ended
December 31, 1996
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
S.Y. Bancorp, Inc.
Date ___________________________________________________________________
By _____________________________________________________________________
David P. Heintzman, President
