As filed with the Securities and Exchange Commission on December 3, 1996.
Registration No. 333-
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
MINDEN BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Louisiana 72-0980704
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
401 Main Street
Minden, Louisiana 71055
(Address, including zip code, of Registrant's principal executive offices)
Minden Bancshares, Inc. 1995 Stock Incentive Plan
(Full title of the Plan)
__________
Jack E. Byrd, Jr.
President and Chief Executive Officer
Minden Bancshares, Inc.
401 Main Street
Minden, Louisiana 71055
(504) 393-7774
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
<TABLE>
<CAPTION>
=========================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share Offering Price Fee
_________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock ($2.50 1,550 shares $ 84.69 $ 131,269.50 $ 39.78(2)
par value per share) 9,000 shares 88.43 795,870.00 241.17(2)
17,450 shares 95.06(3) 1,658,797.00 502.66
-------- ------------- --------
Total 28,000 shares 2,585,936.50 783.61
=========================================================================================
</TABLE>
(1) Upon a stock split, stock dividend or similar transaction in the future and
during the effectiveness of this Registration Statement involving Common
Stock of the Company, the number of shares registered shall be
automatically increased to cover the additional shares in accordance with
Rule 416(a) under the Securities Act of 1933.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
calculated based upon the price at which currently outstanding options
granted under the Plan are exercisable.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the book
value of a share of Common Stock on September 30, 1996, the latest
practicable date.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Minden Bancshares, Inc.
(the "Company") with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995 filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "1934 Act").
(b) The Company's Quarterly Report on Form 10-QSB for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996 filed pursuant to Section
13 of the 1934 Act.
(c) The description of the Common Stock included in the Company's
Registration Statement on Form 8-A dated April 27, 1993.
All reports filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent
to the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold shall, except to the
extent otherwise provided by Regulation S-K or any other rule promulgated by
the Commission, be deemed to be incorporated by reference in this Registration
Statement and to be 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.
The Business Corporation Law of Louisiana, Section 83, gives Louisiana
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers; subject to specific conditions and
exclusions gives a director or officer who successfully defends an action the
right to be so indemnified; and authorizes Louisiana corporations to buy
directors' and officers' liability insurance. Such indemnification is not
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, authorization of shareholders or otherwise.
The Company's Articles of Incorporation also authorize indemnification
and the purchase of directors' and officers' liability insurance as permitted
under Louisiana law.
The Company has in effect a $2 million directors' and officers' liability
policy that protects its officers and directors against losses arising from
claims asserted against them in their capacities as officers and directors,
subject to limitations and conditions set forth in such policy.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
L.L.P.
23.1 Consent of Heard, McElroy & Vestal, L.L.P.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
L.L.P. (included in Exhibit 5).
__________
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 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 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) 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
proceedings) 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 of
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.
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 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 Minden, State of Louisiana,
on November 22, 1996.
MINDEN BANCSHARES, INC.
/s/ Jack E. Byrd, Jr.
____________________________________
Jack E. Byrd, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jack E. Byrd, Jr. and Robert W.
Hines, Jr., or either one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and in his 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 attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and ratifying and
confirming all that said attorney-in-fact and agent 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, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jack E. Byrd, Jr.
- ----------------------------- President, Chief Executive Officer November 22, 1996
Jack E. Byrd, Jr. and Director
(Principal Executive Officer)
/s/ Robert W. Hines
- ----------------------------- Vice President and November 22, 1996
Robert W. Hines, Jr. Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Harry E. McInnis, Jr.
- ----------------------------- Chairman of the Board November 22, 1996
Harry E. McInnis, Jr.
/s/ Don D. Moore
- ----------------------------- Director November 22, 1996
Don D. Moore
/s/John W. Montgomery
- ----------------------------- Director November 22, 1996
John W. Montgomery
/s/ Joe E. Ratcliff
- ----------------------------- Director November 22, 1996
Joe E. Ratcliff
/s/ Howard A. Spillers
- ----------------------------- Director November 22, 1996
Howard A. Spillers
/s/ James D. Madden
- ----------------------------- Director November 22, 1996
James D. Madden
/s/ S. Douglas Madden
- ----------------------------- Director November 22, 1996
S. Douglas Madden
/s/ R. Thad Andress
- ----------------------------- Director November 22, 1996
R. Thad Andress
/s/ Don L. Brice
- ----------------------------- Director November 22, 1996
Don L. Brice
/s/ Edward D. Brown
- ----------------------------- Director November 22, 1996
Edward D. Brown
/s/ Dr. Gary G. Daniel
- ----------------------------- Director November 22, 1996
Dr. Gary G. Daniel
/s/ Hal K. Jackson
- ----------------------------- Director November 22, 1996
Hal K. Jackson
/s/ Mike Woodward
- ----------------------------- Director November 22, 1996
R. E. "Mike" Woodard, III
</TABLE>
EXHIBIT 5
[LETTERHEAD OF JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.]
December 2, 1996
Minden Bancshares, Inc.
401 Main Street
Minden, LA 71055
Gentlemen:
We have acted as counsel for Minden Bancshares, Inc., a Louisiana
corporation (the "Company"), in connection with the Company's registration
statement on Form S-8 (the "Registration Statement") with respect to the
offering by the Company of up to 28,000 shares of the common stock of the
Company, $2.50 par value per share (the "Common Stock") to its officers and
key employees pursuant to the terms of the Minden Bancshares, Inc. Stock
Incentive Plan.
Based upon the foregoing, and upon our examination of such matters as
we deem necessary in order to furnish this opinion, we are of the opinion
that the shares of Common Stock referred to herein, when issued for at
least par value according to the terms of the Plan, will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
_______________________________
Margaret F. Murphy
EXHIBIT 23.1
[LETTERHEAD OF HEARD, MCELROY & VESTAL, L.L.P.]
November 26, 1996
Minden Bancshares, Inc.
Minden, Louisiana
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated January 11, 1996, on our audits of the
consolidated financial statements as of December 31, 1995 and 1994 and for
each of the three years in the period ended December 31, 1995, which report
is included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
/s/ Heard, McElroy & Vestal, L.L.P.
Shreveport, Louisiana
