Filed with the Securities and Exchange Commission on May 30, 1997
Securities Act Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SECURITY BANK HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Oregon 93-0800253
(State of incorporation) (I.R.S. Employer Identification No.)
170 s. Second St., Coos Bay, Oregon 97420
(Address of principal executive offices) (Zip Code)
1995 STOCK OPTION PLAN
(Full title of the plan)
Charles D. Brummel
President and Chief Executive Officer
170 S. Second St.
Coos Bay, Oregon 97420
(541) 267-5356-6899
(Name, address and telephone number
of agent for service)
Copies to:
Gordon E. Crim, Esq.
Foster Pepper & Shefelman
101 S.W. Main St., 15th Fl.
Portland, Oregon 97204
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Number Proposed Proposed
of Maximum Maximum
Shares Offering Aggregate Amount of
Title of Securities Being Price Per Offering Registration
Being Registered Registered(1) Share Price Fee
<S> <C> <C> <C> <C>
Common Stock 96,600 $ 5.67 $ 547,722 $165.98
Common Stock 179,400 $ 11.50(2) $ 2,063,100 $625.18
(1) The shares of Common Stock represent the number of shares with respect
to which options have been granted or may be granted under the 1995
Stock Option Plan. In addition, pursuant to Rule 416, this Registration
Statement also covers an indeterminate number of additional shares
which may be issuable as a result of the anti-dilution provisions of
Plan.
(2) The maximum offering price for the shares cannot presently be
determined as the offering price is established at the time options are
granted. Pursuant to Rule 457(h), the offering price is estimated based
on the last sale price reported for the Common Stock on NASDAQ on May
28, 1997.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Security Bank Holding Company (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this registration statement:
(a) The Company's annual report on Form 10-KSB for the year ended December
31, 1996, filed pursuant to section 13(a) of the Securities Exchange Act of
1934, as amended, file number 0-27590.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of the fiscal year
covered by the registrant document referred to in (a) above.
(c) The description of the Common Stock contained in the Company's
registration statement on Form SB-1 declared effective by the Commission on
September 12, 1996 (File No. 33-80795).
All documents filed by the Company subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment 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 hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under the Oregon Business Corporation Act (Oregon Revised Statutes
("ORS") Sections 60.387 to 60.414), applicable to the Company, a person who is
made a party to a proceeding because such person is or was an officer or
director of a corporation may be indemnified by the corporation against
liability incurred by such person in connection with the proceeding if (i) the
person's conduct was in good faith and in a manner he or she reasonably believed
was in the corporation's best interest or at least not opposed to its best
interests and (ii) if the proceeding was a criminal proceeding, the Indemnitee
had no reasonable cause to believe his or her conduct was unlawful.
Indemnification is not permitted if the person was adjudged liable to the
corporation in a proceeding by or in the right of the corporation, or if the
Indemnitee was adjudged liable on the basis that he or she improperly received a
personal benefit. Unless the articles of the corporation provide otherwise, such
indemnification is mandatory if the Indemnitee is wholly successful on the
merits or otherwise, or if ordered by a court of competent jurisdiction.
The Oregon Business Corporation Act also provides that a company's
Articles of Incorporation may limit or eliminate the personal liability of a
director to the corporation or its shareholders for monetary damages for conduct
as a director, provided that no such provision shall eliminate the liability of
a director for (i) any breach of the directors' duty of loyalty to the
corporation or its shareholders; (ii)
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acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) any unlawful distribution; or (iv) any
transaction from which the director derived an improper personal benefit.
The Company's Articles of Incorporation (the "Articles") provide that
the company will indemnify its directors and officers, to the fullest extent
permissible under the Oregon Business Corporation Act against all expense
liability and loss (including attorney fees) incurred or suffered by reason of
service as a director or officer of the company or is or was serving at the
request of the company as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise.
The effect of these provisions is to limit the liability of directors
for monetary damages, and to indemnify the directors and officers of the Company
for all costs and expenses for liability incurred by them in connection with any
action, suit or proceeding in which they may become involved by reason of their
affiliation with the Company, to the fullest extent permitted by law. These
provisions do not limit the rights of the Company or any shareholder to see
non-monetary relief, and do not affect a director's or officer's
responsibilities under any other laws, such as securities or environmental laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits required by Item 601 of Regulation S-B being filed
herewith or incorporated herein by reference are as follows:
Exhibit
4.1 Articles of Incorporation of Security Bank Holding Company
Incorporated by reference to Exhibit 2.1 to the Company's registration
statement on Form SB-1 as declared effective by the Securities and
Exchange Commission on September 12, 1996 (File No. 33-80795).
4.2 Bylaws of Security Bank Holding Company
Incorporated by reference to Exhibit 2.2 to the Company's registration
statement on Form SB-1 as declared effective by the Securities and
Exchange Commission on September 12, 1996 (File No. 33-80795).
4.3 Specimen Stock Certificate
Incorporated by reference to Exhibit 3.0 to the Company's registration
statement on Form SB-1 as declared effective by the Securities and
Exchange Commission on September 12, 1996 (File No. 33-80795).
5.1 Opinion of Foster Pepper & Shefelman
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Foster Pepper & Shefelman
(Included in Exhibit 5.1)
99 1995 Stock Option Plan of Security Bank Holding Company
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Incorporated by reference to Exhibit 6.6 to the Company's registration
statement on Form SB-1 as declared effective by the Securities and
Exchange Commission on September 12, 1996 (File No. 33-80795).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(A) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) To reflect in the prospectus any facts or events, which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(3) To include any additional or changed material information on the plan
of distribution;
Provided however, that paragraphs 1 and 2 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 in the registration statement.
(B) 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.
(C) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Coos Bay, State of Oregon, on the 21st day of May,
1997.
SECURITY BANK HOLDING COMPANY
By: /s/ Charles D. Brummel
Charles D. Brummel, 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 and on May 21, 1997.
By: /s/ Charles D. Brummel By:
Charles D. Brummel, Kenneth P. Messerle,
Director, President and Director
Chief Executive Officer
By: /s/ E. Samuel Dement By: /s/ Donald L. Goddard
E. Samuel Dement, Director Donald L. Goddard,
Director
By: /s/ William A. Lansing By: /s/ Harry A. Slack, Jr.
William A. Lansing, Director Harry A. Slack, Jr.,
Director
By: /s/ Ralph W. Gazeley By: /s/ Thomas R. Graham
Ralph W. Gazeley, Director Thomas R. Graham
Director
By: /s/ Glenn A. Thomas By:
Glenn A. Thomas, Director Kathleen M. Kerins,
Director
By: /s/ Ron L. Farnsworth
Ron L. Farnsworth
Controller (Chief Accounting Officer)
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EXHIBIT INDEX
Exhibit
4.1 Articles of Incorporation of Security Bank Holding Company
Incorporated by reference to Exhibit 2.1 to the Company's registration
statement on Form SB-1 as declared effective by the Securities and
Exchange Commission on September 12, 1996 (File No. 33-80795).
4.2 Bylaws of Security Bank Holding Company
Incorporated by reference to Exhibit 2.2 to the Company's registration
statement on Form SB-1 as declared effective by the Securities and
Exchange Commission on September 12, 1996 (File No. 33-80795).
4.3 Specimen Stock Certificate
Incorporated by reference to Exhibit 3.0 to the Company's registration
statement on Form SB-1 as declared effective by the Securities and
Exchange Commission on September 12, 1996 (File No. 33-80795).
5.1 Opinion of Foster Pepper & Shefelman
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Foster Pepper & Shefelman
(Included in Exhibit 5.1)
99 1995 Stock Option Plan of Security Bank Holding Company
Incorporated by reference to Exhibit 6.6 to the Company's registration
statement on Form SB-1 as declared effective by the Securities and
Exchange Commission on September 12, 1996 (File No. 33-80795).
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EXHIBIT 5.1
May 29, 1997
Board of Directors
Security Bank Holding Company
170 S. Second St.
Coos Bay, Oregon 97420
Re: Form S-8 Registration of 1995 Stock Option Plan
Gentlemen:
This firm is special counsel to Security Bank Holding Company, an
Oregon corporation, (the "Company") and, in that capacity we have assisted in
the preparation of certain documents relating to the potential issuance of
276,000 shares of the Company's common stock ("Shares") in accordance with the
Company's 1995 Stock Option Plan (the "Plan"), including the Company's
Registration Statement on Form S-8 (the "Registration Statement").
In the course of our representation as described above, we have
examined the Plan, the Registration Statement as prepared for filing with the
Securities and Exchange Commission and related documents and correspondence. We
have received from officers of the Company having custody thereof, and have
reviewed, the Articles of Incorporation and Bylaws of the Company, and any
amendments, and minutes of certain meetings of the Company's Board of Directors
and of its shareholders. We have received from the officers of the Company
certificates containing representations concerning certain facutal matters
relevant to this opinion. We have received certificates from, and have had
conversations with, public officials in those jurisdictions in which we have
deemed it appropriate.
We have relied as to matters of fact upon the above certificates,
documents and investigation. We have assumed without investigation the
genuineness of all signatures, the authenticity and completeness of all of the
documents submitted to us as originals and the conformity to authentic and
complete original documents submitted to us as certified or photostatic copies.
Based upon and subject to all of the foregoing, we are of the opinion
that:
The Shares have been validly authorized, and when (i) the
Registration Statement has become effective and such state
securities laws as may be applicable have been complied with,
and (ii) the Shares have been delivered against payment
therefor as contemplated by the Registration Statement, the
Shares will be validly issued, fully paid and non-assessable.
This opinion is solely for your information and is not to be quoted in
whole or in part or otherwise referred to, nor is it to be filed with any
governmental agency or other person, without our prior written consent. We
hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Very truly yours,
FOSTER PEPPER & SHEFELMAN PLLC
Portland, Oregon
May 29, 1997
EXHIBIT 23.1
[KPMG Peat Marwick LLP Letterhead]
Independent Auditor's Consent
The Board of Directors
Security Bank Holding Company
Coos Bay, Oregon:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Portland, Oregon
May 29, 1997
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