As filed with the Securities and Exchange Commission on January 6, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FFW CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 35-1875502
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1205 N. Cass Street, Wabash, Indiana 46992-1027
(Address of principal executive offices) (Zip Code)
FFW CORPORATION
1998 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
Jeffrey M. Werthan, P.C.
Matt A. Mullins, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
7th Floor - East Tower
1100 New York Avenue NW
Washington, DC 20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
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(1) price per share offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share 142,000 shares (2) $2,266,750(2) $631(2)
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</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of
certain events specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. Of the 142,000 shares to be
registered, 3,000 shares are to be registered based upon an exercise
price of $14.25 per share, and the remaining 139,000 shares are to be
registered based upon the average of the closing bid and asked prices
of the common stock of FFW Corporation of $16 per share on the Nasdaq
Small-Cap Market on December 31, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the FFW Corporation 1998 Omnibus
Incentive Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the
SEC under the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the SEC, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by FFW
Corporation (the "Company") with the SEC are hereby incorporated by reference in
this Registration Statement and the Prospectus to which this Registration
Statement relates (the "Prospectus"), which Prospectus has been or will be
delivered to the participants in the plan covered by this Registration
Statement:
(a) the Company's annual report on Form 10-K for the fiscal year ended June
30, 1998 (File No. 0-21170);
(b) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report referred to above;
(c) the description of the Company's common stock, par value $.01 per
share, of the Registrant contained in the Registrant's Registration
Statement on Form 8-A (File No. 0-21170) filed with the SEC on February
3, 1993 and all amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant with the SEC
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
date hereof and 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 incorporated by reference
into this Registration Statement and the Prospectus and to be a part hereof and
thereof from the date of the filing of such documents. Any statement contained
in the documents incorporated, or deemed to be incorporated, by reference herein
or in the Prospectus shall be deemed to be modified or superseded for purposes
of this Registration Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein or therein
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 and the Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to the
Secretary, FFW Corporation, 1205 N. Cass Street, Wabash, Indiana 46992-1027,
telephone number (219) 563-3185.
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
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<PAGE>
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 Certificate of Incorporation of the Holding Company provides that a
director or officer of the Holding Company shall be indemnified by the Holding
Company to the fullest extent authorized by the Delaware General Corporation Law
against all expenses, liability and loss reasonably incurred or suffered by such
person in connection with his activities as a director or officer or as a
director, officer, employee or agent of another company, if the director,
officer, employee or agent held such position at the request of the Holding
Company. Delaware law requires that such director, officer, employee or agent,
in order to be indemnified, must have acted in good faith and in a manner
reasonably believed to be not opposed to the best interests of the Holding
Company and, with respect to any criminal action or proceeding, either had
reasonable cause to believe such conduct was lawful or did not have reasonable
cause to believe his conduct was unlawful.
The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other right which a person seeking indemnification may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Holding Company, agreement, vote of stockholders or disinterested
directors or otherwise.
These provisions may have the effect of deterring shareholder
derivative actions, since the Holding Company may ultimately be responsible for
expenses for both parties to the action. A similar effect would not be expected
for third-party claims.
In addition, the Certificate of Incorporation and Delaware law also
provide that the Holding Company may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Holding
Company or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the Holding
Company has the power to indemnify such person against such expense, liability
or loss under the Delaware General Corporation Law. The Holding Company intends
to obtain such insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Index to Exhibits to this Registration Statement.
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<PAGE>
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 the
registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represents a fundamental change
in the information set forth 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 a prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% 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 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) of or 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
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<PAGE>
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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<PAGE>
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 the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Wabash, State of Indiana, on January 6, 1999.
FFW CORPORATION
By: /s/ Nicholas M. George
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Nicholas M. George, President,
Chief Executive Officer and Director
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Nicholas M. George and Roger K. Cromer,
or either of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, 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 all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all said
attorneys-in-fact and agents or their substitutes or substitute may lawfully do
or cause to be done by virtue hereof.
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 date indicated.
/s/ Wayne W. Rees /s/ Nicholas M. George
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WAYNE W. REES, Chairman of the NICHOLAS M. GEORGE, President,
Board and Secretary Chief Executive Officer and Director
(Principal Executive and Operating Officer)
Date: January 6, 1999 Date: January 6, 1999
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/s/ Thomas L. Frank /s/ Joseph W. McSpadden
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THOMAS L. FRANK, Director JOSEPH W. MCSPADDEN, Director
Date: January 6, 1999 Date: January 6, 1999
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<PAGE>
/s/ Stanley Myers /s/ Ronald D. Reynolds
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STANLEY MYERS, Director RONALD D. REYNOLDS, Director
Date: January 6, 1999 Date: January 6, 1999
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/s/ Roger K. Cromer
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ROGER K. CROMER, Chief Financial
Officer (Principal Financial and
Accounting Officer)
Date: January 6, 1999
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<PAGE>
Index to Exhibits
Reference to
Regulation S-B Prior filing or
Exhibit Exhibit Number
Number Document Attached Hereto
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4 Articles of Incorporation, including amendments *
thereto
Bylaws *
Form of Stock Certificate of FFW Corporation *
5 Opinion of Silver, Freedman & Taff, L.L.P. 5
23.1 Consent of Crowe, Chizek and Company LLP 23.1
23.2 Consent of Silver, Freedman & Taff, L.L.P. Included in Exhibit 5
24 Power of Attorney Contained on signature
page
* Filed as an Exhibit to the Company's Form S-1 Registration Statement
filed on December 21, 1992 (File No. 33-56110) pursuant to Section 5 of
the Securities Act of 1933. All of such previously filed documents are
hereby incorporated herein by reference in accordance with item 601 of
Regulation S-B.
January 6, 1999
Board of Directors
FFW Corporation
1205 North Cass Street
Wabash, Indiana 44692
Members of the Board:
We have acted as counsel to FFW Corporation (the "Company") in connection
with the preparation and filing with the Securities and Exchange Commission of a
registration statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") relating to 142,000 shares of the Company's common
stock, par value $0.01 per share (the "Common Stock"), to be offered pursuant to
the 1998 Omnibus Incentive Plan of the Company (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan, the Registration
Statement, the Company's Certificate of Incorporation, Bylaws, resolutions of
its Board of Directors and such other documents and corporate records as we deem
appropriate for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly authorized.
2. The shares of Common Stock to be offered by the Company will be, when and if
issued, sold and paid for as contemplated by the Plan, legally issued, fully
paid and non-assessable shares of Common Stock of the Company.
We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement and the reference to our firm in the Prospectus. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ SILVER, FREEDMAN & TAFF, L.L.P.
-----------------------------------
SILVER, FREEDMAN & TAFF, L.L.P.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
FFW Corporation on Form S-8 of our report dated August 14, 1998, appearing in
the Annual Report on Form 10- KSB of FFW Corporation for the year ended June 30,
1998.
/s/ Crowe, Chizek and Company LLP
---------------------------------
Crowe, Chizek and Company LLP
South Bend, Indiana
January 6, 1999
