Registration No. 33-_____
As filed with the Securities and Exchange
Commission on February 20, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KSB Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-3189069
(State of Incorporation) (IRS Employer Identification No.)
Main Street
Kingfield, Maine 04947
(Address of Principal Executive Offices)
KSB Bancorp, Inc.
1993 Incentive Stock Option Plan
KSB Bancorp, Inc.
1993 Stock Option Plan for Outside Directors
(Full Title of the Plans)
Copies to:
John C. Witherspoon John J. Gorman, Esquire
President and Chief Executive Officer Edward A. Quint, Esquire
KSB Bancorp, Inc. Luse Lehman Gorman Pomerenk & Schick
Main Street A Professional Corporation
Kingfield, Maine 04947 5335 Wisconsin Ave., N.W., #400
(207) 265-2181 Washington, D.C. 20015
(202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933 check the following box. / X /
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed max.
Proposed max. aggregate
Title of securities Amt to be offering price offering Amount of
to be registered registered 1 per share price registration fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock 3,742 N/A N/A -
options
Common Stock,
par value $.01
per share 2,542 $26.30 (3) $66,855 $20
shares (2)
Common Stock,
par value $.01
per share 1,200 $26.30 (3) $31,560 $10
shares (4)
Total 3,742 shares $98,415 $30*
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</TABLE>
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(1) Together with an indeterminate number of additional shares
which may be necessary to adjust the number of shares
reserved for issuance pursuant to the KSB Bancorp, Inc. 1993
Incentive Stock Option Plan (the "1993 Incentive Plan") and
the KSB Bancorp, Inc. 1993 Stock Option Plan for Outside
Directors (the "1993 Stock Option Plan"), as the result of a
stock split, stock dividend or similar adjustment of the
outstanding Common Stock of KSB Bancorp, Inc. pursuant to 17
C.F.R. Section 230.416(a).
(2) Represents the number of shares currently reserved for
issuance pursuant to the 1993 Incentive Plan which were not
registered on the Registrant's S-8 (Registration No. 333-
22021), filed with the Securities and Exchange Commission on
February 18, 1997.
(3) Determined by the exercise price of the options pursuant to
17 C.F.R. Section 230.457(h)(1).
(4) Represents the number of additional shares currently reserved
for issuance pursuant to the 1993 Stock Option Plan which
were not registered on the Registrant's S-8 (Registration No.
333-22021), filed with the Securities and Exchange Commission
on February 18, 1997.
* A fee of $305 was submitted with the Registrant's original
filing on Form S-8 (Registration No. 333-22021), filed with
the Securities and Exchange Commission on February 18, 1997,
in which 37,415 shares were registered. The 3,742 shares
currently being registered represent an adjustment for a 10%
stock dividend paid on August 12, 1996.
This Registration Statement shall become effective upon
filing in accordance with Section 8(a) of the Securities Act of
1933 and 17 C.F.R. Section 230.462.
<PAGE>
PART I.
Items 1 and 2. Plan Information and Registrant Information and
Employee Plan Annual Information
This Registration Statement relates to the registration of
(i) options to purchase up to 2,542 shares of common stock, par
value $.01 per share (the "Common Stock"), of KSB Bancorp, Inc.
(the "Company") pursuant to the KSB Bancorp, Inc. 1993 Incentive
Stock Option Plan (the "1993 Incentive Plan"), (ii) options to
purchase up to 1,200 shares of Common Stock of the Company
pursuant to the Company's 1993 Stock Option Plan for Outside
Directors (the "1993 Stock Option Plan"); (iii) 2,542 shares of
Common Stock reserved for issuance and delivery upon the exercise
of options under the 1993 Incentive Stock Option Plan, and (iv)
1,200 shares of Common Stock reserved for issuance and delivery
upon the exercise of options under the 1993 Stock Option Plan.
On February 18, 1997, the Company registered on Form S-8
(Registration No. 333-22021) 37,415 shares of Common Stock, plus
options to purchase 37,415 shares, which options were granted
under the 1993 Incentive Plan and the 1993 Stock Option Plan.
The additional options and shares being registered herewith
represent adjustments for a 10% stock dividend paid on August 12,
1996. Documents containing the information required by Part I of
the Registration Statement have been or will be sent or given to
participants in the 1993 Incentive Stock Option Plan and 1993
Stock Option Plan for Outside Directors, as appropriate, as
specified by Securities Act Rule 428(b)(1). Such documents are
not filed with the Securities and Exchange Commission (the
"Commission" or "SEC") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant
to Rule 424 in reliance on Rule 428.
PART II.
Item 3. Incorporation of Documents by Reference
All documents filed by the Company pursuant to Sections
13(a) and (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 to be incorporated by reference to this registration
statement and be part hereof from the date of filing of such
documents. Any statement contained in this Registration
Statement, or in a 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
herein, or 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.
The following documents filed or to be filed with the
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, 1995, filed with the Securities and
Exchange Commission (the "SEC") on March 31, 1996.
(b) The Company's Proxy Statement relating to the
Company's May 8, 1996 annual meeting of stockholders, filed with
the SEC on April 5, 1995.
(c) The description of the Common Stock contained in the
Registration Statement on Form S-1 (Commission File No. 33-
59744), originally filed by the Company under the Securities Act
of 1933 with the SEC on March 18, 1993.
Item 4. Description of Securities
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Directors and officers of the Company are indemnified and
held harmless against liability to the fullest extent permissible
by the general corporation law of Delaware as it currently exists
or as it may be amended, provided any such amendment provides
broader indemnification provisions than currently exists. This
indemnification applies to the directors who administer the 1993
Incentive Plan and 1993 Stock Option Plan.
The terms of the indemnification are set forth in the
Company's Certificate of Incorporation. The indemnification
applies unless the director did not meet the standards of conduct
which make it permissible under the general corporation law of
Delaware for the Company to indemnify the director for the amount
claimed, but the burden of proving such defense is on the
Company.
The Company is also permitted under the Certificate of
Incorporation to maintain directors' and officers' liability
insurance covering its directors and officers and has obtained a
directors' and officers' liability and corporation reimbursement
policy which (subject to certain limitations and deductibles) (i)
insures officers and directors of the Company against loss
arising from certain claims made against them by reason of their
being such directors or officers; and (ii) insures the Company
against loss which it may be required or permitted to pay as
indemnification to its directors and officers for certain claims.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company, the Company has been informed
that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8:
4.1 KSB Bancorp, Inc. 1993 Incentive Stock Option Plan
(Incorporated by reference to Appendix A of the
Registrant's Proxy Statement relating to the Company's
May 10, 1994 annual meeting of stockholders).
4.2 KSB Bancorp, Inc. 1993 Stock Option Plan for Outside
Directors (Incorporated by reference to Appendix B of
the Registrant's Proxy Statement relating to the
Company's May 10, 1994 annual meeting of stockholders).
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the
Common Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation (contained in the opinion
included as Exhibit 5).
23.2 Consent of Berry, Dunn, McNeil & Parker.
<PAGE>
Item 9. Undertakings
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
Registration Statement not previously disclosed in this
Registration Statement or any material change to such information
in this 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 1993 Incentive Stock
Option Plan or 1993 Stock Option Plan for Outside Directors; and
4. 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 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.
5. 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>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page
<S> <C> <C>
5 Opinion of Luse Lehman Gorman Pomerenk 10
& Schick, A Professional Corporation
as to the legality of the Common Stock
registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk 10
& Schick, A Professional Corporation
(contained in the opinion included as
Exhibit 5).
23.2 Consent of Berry, Dunn, McNeil & Parker. 12
</TABLE>
<PAGE>
SIGNATURES
The Registrant. 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 Kingfield,
State of Maine, on this 20th day of February, 1997.
KSB Bancorp, Inc.
By: \s\ John C. Witherspoon
-------------------------------
John C. Witherspoon, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
By: \s\ John C. Witherspoon By: \s\ John E. Thien
-------------------------- ---------------------------
John C. Witherspoon, John E. Thien, Vice
President, Chief Executive President and Chief
Officer and Director Financial Officer
(Principal Executive Officer) (Principal Financial and
Accounting Officer)
Date: February 20, 1997 Date: February 20, 1997
By: \s\ Winfield F. Robinson By:
-------------------------- ---------------------------
Winfield F. Robinson, Roger G. Spear, Director
Chairman
Date: February 20, 1997 Date:
By: By: \s\ Theodore C. Johnson
-------------------------- -----------------------
William P. Dubord, Director Theodore C. Johnson,
Director
Date: Date: February 20, 1997
By: /s/ G. Norton Luce
--------------------------
G. Norton Luce, Director
Date: February 20, 1997
<PAGE>
The Plans. Pursuant to the requirements of the Securities
Act of 1933, the Committee which administers the 1993 Incentive
Stock Option Plan and the 1993 Stock Option Plan for Outside
Directors has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kingfield, State of Maine, on this ---
day of February, 1997.
KSB Bancorp, Inc.
1993 Incentive Stock Option Plan
1993 Stock Option Plan for Outside Directors
-------------------------------------------
John C. Witherspoon, President and
Chief Executive Officer
PAGE
<PAGE>
