Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________________
DENMARK BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1472124
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
103 East Main Street
Denmark, Wisconsin 54208
(Address of principal executive offices) (Zip Code)
Denmark Bancshares, Inc. 1998 Employees' Stock Purchase Plan
(Full title of the plan)
Darrell R. Lemmens Copy to:
Chairman of the Board and President
Denmark Bancshares, Inc. John M. Olson
103 East Main Street Foley & Lardner
Denmark, Wisconsin 54208 777 East Wisconsin Avenue,
(920) 863-2161 Suite 3700
(Name, address and telephone number, Milwaukee Wisconsin 53202
including area code, of agent for service) (414) 271-2400
__________________________
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
Title of Maximum Maximum
Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered(1) Per Share (2) Offering Price(2) Registration Fee
- -------------------------------------------------------------------------------
Common Stock,
no par value 2,000 shares $544.07 $1,088,140.00 $302.50
==============================================================================
(1) Plus an indeterminate number of shares which may be issued as a result
of anti-dilution provisions contained in the Plan.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on the book
value of the Common Stock on November 30, 1998.
Page 1 of 13
Index to Exhibits - Page 7
Page 1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission
("Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Denmark Bancshares, Inc. (the "Company")
with the Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997, which includes audited financial statements as of and
for the year ended December 31, 1997.
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1997.
(c) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A dated April 14, 1993, filed with
the Commission pursuant to Section 12 of the Exchange Act, and any amendments
or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files 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 in this
Registration Statement 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.
Page 2
Item 6. Indemnification of Directors and Officers.
Pursuant to the provisions of the Wisconsin Business Corporation
law (_WBCL_), directors and officers of the Company are entitled to mandatory
indemnification from the Company against certain liabilities (which may
include liabilities under the Securities Act of 1933) and expenses (i) to the
extent that such officers and directors are successful in the defense of a
proceeding; and (ii) in proceedings in which the director or officer is not
successful in the defense thereof, unless it is determined that the director
or officer breached or failed to perform his or her duties to the Company and
such breach or failure to perform constituted: (a) a wilful failure to deal
fairly with the Company or its shareholders in connection with a matter in
which the director or officer had a material conflict of interest; (b) a
violation of criminal law, unless the director or officer had reasonable cause
to believe his or her conduct was lawful or had no reasonable cause to believe
his or her conduct was unlawful; (c) a transaction from which the director or
officer derived an improper personal profit; or (d) wilful misconduct.
Additionally, under the WBCL, directors of the Company are not
subject to personal liability to the Company, its shareholders or any person
asserting rights on behalf thereof, for certain breaches or failure to perform
any duty resulting solely from their status as directors, except in
circumstances paralleling those outlined in (a) through (d) above.
The Company's By-Laws contain similar indemnification provisions
as to its officers and directors.
The indemnification provided by the WBCL and the Company's By-Laws
is not exclusive of any other rights to which a director or officer of the
company may be entitled. The Company also carries directors' and officers'
liability insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4) Denmark Bancshares, Inc. 1998 Employees' Stock Purchase Plan
(5) Not Applicable
(23) Consent of Williams, Young & Associates, LLC
(24) Power of Attorney relating to subsequent amendments (included
on the signature page to this Registration Statement)
Page 3
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 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.
(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 herein,
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 of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) 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 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.
Page 4
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has requirements for filing on
Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the reasonable grounds to believe that it meets all of the
undersigned, thereunto duly authorized, in the City of Denmark, and State of
Wisconsin, on this 22 day of December, 1998.
DENMARK BANCSHARES, INC.
By: /s/ Darrell R. Lemmens
------------------------
Darrell R. Lemmens,
Chairman of the Board and President
POWER OF ATTORNEY
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 the dates indicated. Each person whose signature appears
below constitutes and appoints Darrell R. Lemmens and Dennis J. Heim, and each
of them individually, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and revocation, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective 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, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in -fact and agents, or either of them, may
lawfully do or cause to be done by virtue hereof.
Page 5
Signature Title Date
- --------- ----- ----
Chairman of the Board
/s/ Darrell R. Lemmens and President
- ---------------------- (Principal Executive
Darrell R. Lemmens Officer) December 22, 1998
Vice President and
/s/ Dennis J. Heim Treasurer (Principal
- ---------------------- Financial and
Dennis J. Heim Accounting Officer) December 22, 1998
/s/ Terese M. Deprey
- ---------------------
Terese M. Deprey Director December 22, 1998
/s/ Mark E. Looker
- ---------------------
Mark E. Looker Director December 22, 1998
/s/ B.E. Mleziva, DVM
- ---------------------
B.E. Mleziva, DVM Director December 22, 1998
/s/ James E. Renier
- ---------------------
James E. Reiner Director December 22, 1998
/s/ C.J. Stodola
- ---------------------
C.J. Stodola Director December 22, 1998
/s/ Norman F. Tauber
- ---------------------
Norman F. Tauber Director December 22, 1998
/s/ Thomas F. Wall
- ---------------------
Thomas F. Wall Director December 22, 1998
Page 6
EXHIBIT INDEX
DENMARK BANCSHARES, INC. 1998 EMPLOYEES' STOCK PURCHASE PLAN
Exhibit No. Exhibit
(4) Denmark Bancshares, Inc. 1998
Employees' Stock Purchase Plan
(5) Not Applicable
(23) Consent of Williams, Young &
Associates, LLC
(24) Power of Attorney relating to
subsequent amendments (included
on the signature page to this
Registration Statement)
Page 7
EXHIBIT 4
DENMARK BANCSHARES, INC.
1998 EMPLOYEES' STOCK PURCHASE PLAN
1. Purpose.
The Denmark Bancshares, Inc. 1998 Employees' Stock Purchase Plan (the "Plan")
has been established by Denmark Bancshares, Inc., a Wisconsin corporation (the
"Company"), to allow employees of the Company and its subsidiaries to
purchase shares of Common Stock of the Company ("Company Shares") and thereby
share in the ownership of the Company.
2. Company Shares Available for Purchase.
Subject to adjustment in accordance with paragraph 12, the maximum number of
Company Shares which may be purchased pursuant to the Plan shall be 2,000.
Company Shares issued under the Plan shall be Shares held by the
Company as "treasury shares."
3. Administration.
The Plan shall be administered by the Board of Directors of the Company (the
"Board"). The Board may delegate all or any portion of its responsibilities
and powers to a committee of the Board consisting of at least two members.
Any such delegation may be revoked by the Board at any time.
In accordance with the provisions of the Plan, the Board shall establish such
terms and conditions for the grants of purchase rights as the Board may deem
necessary or advisable, adopt such rules or regulations which may become
necessary or advisable for the operation of the Plan, and make such
determinations, and take such other actions, as are expressly authorized or
contemplated in the Plan or as may be required for the proper administration
of the Plan in accordance with its terms. The Board of Directors, in its
discretion, may appoint an individual (the "Plan Administrator") to assist
the Board in corresponding with employees, with record keeping and in
performing other administerial type functions in connection with the Plan;
provided, however, that the Plan Administrator shall exercise no discretion
with respect to the interpretation of the Plan or of the rights to purchase
Company Shares pursuant to the Plan. The interpretation of any provision of
the Plan by the Board and any determination on the matters referred to in
this paragraph shall be final and binding upon all parties.
Page 8
4. Eligibility.
Any employee who is employed by the Company or one of its subsidiaries on a
given Grant Date (as defined below) shall be eligible to participate in the
Plan; provided, however, that no director or "executive officer" (as defined
below) of the Company or its subsidiaries shall be eligible to participate in
the Plan. The term "executive officer" shall mean those persons designated
as "officers" of the Company for purposes of reporting pursuant to Title VIII
of the Financial Institutions Regulatory and Interest Rate Control Act of
1978 (Form FFIEC 004).
5. Grant of Purchase Rights.
In the discretion of the Board, each calendar year, or more frequently if
deemed appropriate, beginning on such date as the Board may specify (the
"Grant Date"), each eligible employee of the Company and its subsidiaries
shall automatically be granted the right to purchase up to such maximum
number of Company Shares as the Board, in its discretion, may determine. The
maximum number of Company Shares available for purchase shall be the same for
all eligible employees and all eligible employees shall have the same rights
and privileges with respect to the purchase of Company Shares under the Plan.
However, nothing contained herein shall require the Board to cause any
purchase rights to be granted hereunder during any calendar year and the
Board may, in connection with any grant of rights, specify the maximum number
of Company Shares in the aggregate available for purchase by all eligible
employees during any Purchase Period (the "Maximum Number of Purchase Period
Company Shares").
Each purchase right shall be exercisable during the 30-day period beginning
on the day immediately following the Grant Date (such period is hereinafter
referred to as the "Purchase Period"), subject to the limitations provided in
paragraph 2. In the event the Board decides to cause any purchase rights to
be granted under the Plan, the Company shall send to each eligible employee a
written notice specifying the Grant Date and the terms and conditions of the
right, including the purchase price per share of Company Shares subject to
such right. No Company Shares may be issued pursuant to the exercise of
purchase rights after the maximum number of Company Shares provided for in
paragraph 2 has been purchased. Each purchase right granted pursuant to this
paragraph 5 shall expire at 12:00 P.M., 30 days after the Grant Date, unless
terminated earlier pursuant to paragraph 11. The Board shall have the power
to change the duration of the Purchase Period.
Page 9
6. Exercise of Purchase Rights.
Subject to the limitations elsewhere in the Plan, employees may exercise
their rights to purchase Company Shares granted under the Plan, in whole, or
in part, at any time during the Purchase Period. An employee wishing to
exercise his or her rights to purchase Company Shares granted under the Plan
must complete an application on a form prescribed by the Board, which form
shall be deemed to include the full terms and conditions of the Plan. Each
application to purchase Company Shares shall be accompanied by payment in
full to the Company, in cash or its equivalent, of the purchase price for
such Company Shares. An application on the prescribed form, properly
completed and accompanied by the required payment, shall be deemed to be
accepted as of the last day of the Purchase Period, subject to adjustment in
the number of Company Shares which may be purchased by participants as
provided for pursuant to this paragraph 6. Notwithstanding the foregoing, no
application shall be accepted unless received by the Plan Administrator or
postmarked, if delivered by mail, on or before the last day of the Purchase
Period. Any purchase rights that have been granted and which are not
exercised or funded on the last of the Purchase Period shall immediately
terminate.
If applications to purchase a number of Company Shares in excess of the
Maximum Number of Purchase Period Company Shares are received by the Plan
Administrator, each employee properly exercising purchase rights during such
Purchase Period shall be entitled to purchase the number of Company Shares
determined by the sum of:
(a) the Applicable Minimum Number of Company Shares; and
(b) a pro rata portion of the Company Shares available after
satisfying each employee's minimum purchase rights based
on the number of shares with respect to which such employee
has exercised his purchase rights and the aggregate number of
shares with respect to which all employees have exercised
purchase rights during the Purchase Period.
For purposes of this paragraph 6, the "Applicable Minimum Number of Company
Shares" which may be purchased during a Purchase Period shall be such number
of Company Shares as the Board, in its discretion, may determine.
Notwithstanding any other provisions in this paragraph 6, the Board may
adjust the number of Company Shares which may be purchased by an employee
according to such non-discriminatory rules and regulations as the Board may
establish. Any monies held by the Company on behalf of a participant during
the Purchase Period but not used to exercise purchase rights shall be
returned to the participant. No interest will accrue on any monies held by
the Company on behalf of participants during a Purchase Period.
Page 10
7. Purchase Price.
The purchase price per share of each purchase right granted under the Plan
shall be the fair market value, as determined by the Board, of a Company
Share on the Grant Date. Unless otherwise determined by the Board, the fair
market value of a Company Share shall be the formula price of a Company Share
as determined in accordance with the Company's Stock Repurchase Policy.
Notwithstanding the foregoing, the purchase price per share of a Company
Share shall in no event be less than the par value of a Company Share.
8. Limitations on Exercise of Purchase Rights.
Purchase rights granted under the Plan shall not become exercisable until
such time as the Company Shares which may be issued pursuant to the Plan (i)
have been registered under the Securities Act of 1933, as amended (the
"Act"), and any applicable state and foreign securities laws; or (ii) in the
opinion of the Company's counsel, may be issued pursuant to an exemption from
registration under the Act and in compliance with any applicable state and
foreign securities laws.
9. Stock Certificates.
Certificates covering the Company Shares purchased under the Plan shall be
issued as soon as reasonably practicable after the last day of the Purchase
Period.
10. Nontransferability of Purchase Rights.
An employee's right to exercise purchase rights under the Plan shall not be
transferable by such employee and may be exercised only by the employee. An
employee's right to exercise purchase rights may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated.
11. Termination of Employment.
Participation in the Plan terminates immediately when an employee ceases to
be employed by the Company or a subsidiary for any reason whatsoever,
including by reason of death, discharge or resignation, and such terminated
employee's right to exercise purchase rights under the Plan shall thereupon
terminate. As soon as administratively feasible after termination of
participation, the Company shall pay to such employee or his or her estate
any amounts held by the Company on behalf of the employee at the time of
termination and not yet used to exercise purchase rights.
Page 11
12. Adjustments.
In order to prevent dilution or enlargement of purchase rights, in the event
of reorganization, recapitalization, stock split, stock dividend, combination
of shares, merger, consolidation or other change in Company Shares, the Board
shall make appropriate changes in the number of Company Shares which may be
purchased pursuant to the Plan, and the number of Company Shares covered by,
and the purchase price under, each outstanding purchase right, and such other
changes in the Plan and outstanding purchase rights as the Board may deem
appropriate under the circumstances. No rights to purchase a fractional
Company Share shall result from any such change.
13. Restrictions on Stock Transferability.
The Board shall impose such non-discriminatory restrictions on the transfer
of any shares of stock acquired pursuant to the exercise of a purchase right
under the Plan as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities law, under the requirements
of any stock exchange upon which such shares of stock are then listed, if
any, and under any state and foreign securities laws applicable to such
shares.
14. Amendment/Termination.
The Board may amend or terminate the Plan at any time, but any such amendment
or termination (other than an adjustment contemplated by paragraph 12) shall
not affect purchase rights outstanding at the time thereof.
15. Applicable Law.
The Plan shall, to the extent not inconsistent with applicable federal law,
be construed under the laws of the State of Wisconsin.
16. Effective Date.
The Plan shall become effective as of the date of its adoption by the Board
and shall continue in effect for a term of ten (10) years unless terminated
under paragraph 14 hereof.
October 27, 1998
Page 12
EXHIBIT 23
Williams Young, LLC
2901 West Beltline Highway
PO Box 8700
Madison, WI 53708-8700
1-608-274-1980
CONSENT OF INDEPENDENT ACCOUNTANTS
We agree to the inclusion in the S-8 Registration Statement for the 1998
Employees' Stock Purchase Plan of our report, dated February 19, 1998, on our
audit of the financial statements of Denmark Bancshares, Inc. and Subsidiaries
for the year ended December 31, 1998.
Williams Young, LLC
/s/ Williams Young
Madison, Wisconsin
December 15, 1998
Page 13
