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As filed with the Securities and Exchange Commission on September 3, 1999
Registration No. 333-_________
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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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CITIZENS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
KENTUCKY 61-1187135
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
The Marketplace, Suite 300, 12910 Shelbyville Road, Louisville, Kentucky 40243
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(Address, including ZIP code, of Principal Executive Offices)
Citizens Financial Corporation
1999 STOCK OPTION PLAN
(Full title of the plan)
Lane A. Hersman WITH COPIES TO:
Executive Vice President H. Alexander Campbell, Esq.
The Marketplace, Suite 300 Wyatt, Tarrant & Combs
12910 Shelbyville Road 2800 Citizens Plaza
Louisville, Kentucky 40243 Louisville, Kentucky 40202
(502) 244-2420 (502) 562-7207
(Name, address and telephone number, including area
code, of agent for service)
<TABLE>
<S> <C> <C> <C> <C>
Calculation of Registration Fee
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Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered Registered price per share offering price registration fee
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Class A Stock, no
par value<F1> 110,000 $12.1875 <F2> $1,340,625<F2> $372.70<F2>
</TABLE>
<F1> The Class A Stock registered hereby will be adjusted to reflect stock
splits, stock dividends or similar transactions pursuant to Rule 416(a) under
the Securities Act of 1933, as amended (the "Securities Act"), without the need
for any post-effective amendment.
<F2> Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) of the Securities Act, on the basis of $12.1875 per
share, the closing sale price of the Class A Common Stock as reported by Nasdaq
on August 30, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1998, as amended March 31, 1999;
2. The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1999;
3. The description of the Registrant's Class A Stock
contained in the Registrant's Registration Statement under Section 12(g) of the
Securities Exchange Act of 1934 and any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all such 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. Any statement contained in a document incorporated by reference
herein and filed prior to the filing hereof shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein modifies or supersedes such statement, and any
statement contained herein or in any other document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any other
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article XIII of the Registrant's Restated Articles of
Incorporation limits the liability of directors of the Registrant pursuant to
the Kentucky Business Corporation Act. Under this Article, directors generally
will be personally liable to the Registrant or its shareholders for monetary
damages only for transactions involving conflicts of interest, intentional
misconduct, bad faith, known violations of law, unlawful distributions or from
which a director derives an improper personal benefit.
The circumstances under which Kentucky law requires or permits
a Kentucky corporation such as the Registrant to indemnify its directors,
offices, employees and/or agents are set forth at KRS 271B.8-500, ET SEQ.
Generally, under KRS 271B.8-500 ET SEQ., a corporation may
indemnify an individual made a party to a proceeding because he or she is or was
a director against liability incurred in the proceeding if:
[1] he or she conducted himself in good faith; and
[2] he or she reasonably believed [a] in the case of conduct
in his or her official capacity with the corporation that his or her conduct was
in its best interests; and [b] in all other cases, that his or her conduct was
at least not opposed to its best interests; and
[3] in the case of any criminal proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful.
A corporation may not indemnify a director:
[1] in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or
[2] in connection with any other proceeding charging improper
personal benefit to the director, whether or not involving action in his or her
official capacity, in which the director was adjudged liable on the basis that
personal benefit was improperly received by the director.
Indemnification permitted in connection with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.
Article XII of the Registrant's Restated Articles of
Incorporation requires the Registrant to indemnify, to the maximum extent
permitted by law, its officers and directors against costs and expenses
(including but not limited to attorneys' fees) and any liabilities (including
but not limited to judgments, fees, penalties and settlements) paid by or
imposed against any such persons in connection with any actual or threatened
claim, action, suit or proceeding, whether civil, criminal, administrative,
legislative, investigative or other (including any appeal relating thereto) and
whether
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made or brought by or in the right of the Registrant, or otherwise, because such
person is or was a director or officer of the Registrant or was serving as a
director, officer, partner, trustee, employee or agent of any other corporation,
partnership, employee benefit plan or other entity at the request of the
Registrant.
Notwithstanding any right to indemnification provided by the
Act, Article XII of the Registrant's Restated Articles of Incorporation permits,
but does not require, the Registrant to indemnify its employees or agents, to
the maximum extent permitted by law, against costs and expenses (including but
not limited to attorneys' fees) and any liabilities (including but not limited
to judgments, fines penalties and settlements) paid by or imposed against any
such person in connection with any actual or threatened claim, action, suit or
proceeding, whether civil, criminal, administrative, legislative, investigative
or other (including any appeal relating thereto) and whether made or brought by
or in the right of the Registrant or otherwise, because such person is or was an
employee or agent of the Registrant or was serving as as a director, officer,
partner, trustee, employee or agent of any other corporation, partnership,
employee benefit plan or other entity at the request of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index on page II-7, which is incorporated herein
by reference.
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 this 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 this
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
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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 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
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
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 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 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 therein, 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.
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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 Louisville, State of Kentucky, on the 23rd day
of August, 1999.
CITIZENS FINANCIAL CORPORATION
By: /S/ DARRELL R. WELLS
Title: PRESIDENT AND CHEIF EXECUTIVE OFFICER
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Lane A. Hersman and Brent L.
Nemec, and each of them, with the power to act without the other, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, 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 and about the
premises, as fully and 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 his 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 on Form S-8 has been signed below by the following
persons on the dates and in the capacities indicated.
NAME CAPACITY DATE
/S. DARRELL R. WELLS Chairman of the Board, President, August 23, 1999
Darrell R. Wells Chief Executive Officer and
Director (Principal
Executive Officer)
/S/ LANE A. HERSMAN Executive Vice President, Chief August 23, 1999
Lane A. Hersman Operating Officer and Director
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/S/ BRENT L. NEMEC Vice President, Accounting, August 23, 1999
Brent L. Nemec Treasurer and Chief
Financial Officer and Treasurer
(Principal Financial and
Accounting Officer)
/S/ JOHN H. HARRALSON, JR. Director August 21, 1999
John H. Harralson, Jr.
/S/ FRANK T. KILEY Director August 23, 1999
Frank T. Kiley
/S/ CHARLES A. MAYS Director August 23, 1999
Charles A. Mays
/S/ EARLE V. POWELL Director August 24, 1999
Earle V. Powell
/S/ THOMAS G. WARD Director August 23, 1999
Thomas G. Ward
/S/ MARGARET A. WELLS Director August 21, 1999
Margaret A. Wells
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EXHIBIT INDEX
4.1 Restated Articles of Incorporation of Citizens Financial
Corporation (incorporated by reference to Exhibit 3.1 to the
Registrant's Form 10-KSB for the year ended December 31,
1998).
4.2 Amended and Restated Bylaws of Citizens Financial Corporation
(incorporated by reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995).
5.1 Opinion of Wyatt, Tarrant & Combs.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Wyatt, Tarrant & Combs (included in Exhibit 5.1).
24.1 Power of Attorney (included on Signature Page to this
Registration Statement).
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EXHIBIT 5.1
[Letterhead of Wyatt, Tarrant & Combs]
September 2, 1999
Board of Directors
Citizens Financial Corporation
The Marketplace, Suite 300
12910 Shelbyville Road
Louisville, Kentucky 40243
Re: 110,000 Shares of the Class A Stock, no par value per share, of Citizens
Financial Corporation, a Kentucky corporation ("CFC")
Ladies and Gentlemen:
We have acted as counsel to CFC in connection with the
Registration Statement on Form S-8 (the "Registration Statement") being filed by
CFC with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Act") to register not more than 110,000 shares of
CFC's Class A Stock, no par value per share ("CFC Class A Stock"), which may be
issued by CFC pursuant to the Citizens Financial Corporation 1999 Stock Option
Plan (the "Plan").
For purposes of rendering the opinion expressed herein, we
have examined and are familiar with the Company, its organziation and
proceedings related thereto. We have also examined such other documents and
procedures as we have considered necessary for the purpose of this opinion. We
have relied upon certificates of public officials and representations of CFC
officials, and have assumed that all documents examined by us as originals are
authentic, that all documents submitted to us as photocopies are exact
duplicates of original documents, and that all signatures on all documents are
genuine.
We have assumed, for purposes of this opinion, that, to the
extent options are granted under the Plan, the shares of CFC Class A Stock will
be validly authorized on the respective dates of exercise of any options under
the Plan, and that, on the dates of exercise, the options will have been duly
executed and delivered and will constitute the legal, valid and binding
obligations of CFC, enforceable against CFC in accordance with their respective
terms.
Based upon the foregoing and subject to the qualifications
hereinafter set forth, we are of the opinion that the shares of CFC Class A
Stock are duly authorized and, when issued and sold in accordance with the
Registration Statement, the prospectus delivered to the participants in
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Board of Directors
Citizens Financial Corporation
September 2, 1999
Page 2
the Plan pursuant to the requirements of the Act, the pertinent provisions of
any applicable state securities laws and the Plan, will be duly and validly
issued, fully paid and nonassessable.
We are members of the Bar of the Commonwealth of Kentucky and,
accordingly, do not purport to be experts on or express any opinion concerning
any law other than the laws of the Commonwealth of Kentucky and the federal law
of the United States.
Our opinion is directed to the Board of Directors of CFC and
may not be relied upon by any persons other than said directors, recipients of
the prospectus and participants in the Plan. We expressly disclaim any
responsibility for advising you of any change hereafter occurring in
circumstances touching or concerning the transaction which is the subject of
this opinion, including any changes in the law or in factual matters occurring
subsequent to the date of this opinion.
We hereby consent to the filing of this opinion, or copies
thereof, 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
Securities and Exchange Commission thereunder.
Sincerely,
WYATT, TARRANT & COMBS
/S/ Wyatt, Tarrant & Combs
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement (Form S-8 No. 333-00000) pertaining to the Citizens Financial
Corporation 1999 Stock Option Plan of our report dated March 25, 1999, with
respect to the consolidated financial statements and schedules of Citizens
Financial Corporation included in its Annual Report (Form 10-KSB) for the year
ended December 31, 1998, filed with the Securities and Exchange Commission.
/S/Ernst & Young LLP
Louisville, Kentucky
August 30, 1999
