<PAGE>
REGISTRATION NO. 33-_____
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON FEBRUARY 18, 1997
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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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)
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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)
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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.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock
Common Stock, par
value $.01 per share
25,415 shares (2) $26.30 (3) $668,414 $203
Common Stock, par
value $.01 per share
12,000 shares (4) $26.30 (3) $315,600 $ 96
Total: 37,415 shares $984,014 $305
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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. (S) 230.416(a).
(2) Represents the number of shares currently reserved for issuance pursuant to
the 1993 Incentive Plan.
(3) Determined by the exercise price of the options pursuant to 17 C.F.R. (S)
230.457(h)(1).
(4) Represents the number of shares currently reserved for issuance pursuant to
the 1993 Stock Option Plan.
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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. (S) 230.462.
2
<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 25,415 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 12,000 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) 25,415 shares of Common Stock reserved for issuance and
delivery upon the exercise of options under the 1993 Incentive Stock Option
Plan, and (iv) 12,000 shares of Common Stock reserved for issuance and delivery
upon the exercise of options under the 1993 Stock Option Plan. 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
3
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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.
4
<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.
5
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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 14th day of
February, 1997.
KSB BANCORP, INC.
By: /s/ John C. Witherspoon
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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
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John C. Witherspoon, President, Chief John E. Thien, Vice President
Executive Officer and Director and Chief Financial Officer
(Principal Executive Officer) (Principal Financial and
Accounting Officer)
Date: February 14, 1997 Date: February 14, 1997
By: /s/ Winfield F. Robinson By:
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Winfield F. Robinson, Chairman Roger G. Spear, Director
Date: February 14, 1997 Date:
By: By: /s/ Theodore C. Johnson
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William P. Dubord, Director Theodore C. Johnson, Director
Date: Date: February 14, 1997
By: /s/ G. Norton Luce
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G. Norton Luce, Director
Date: February 14, 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 14th day of
February, 1997.
KSB BANCORP, INC.
1993 INCENTIVE STOCK OPTION PLAN
1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
/s/ John C. Witherspoon
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John C. Witherspoon, President and
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE
- -------------- ----------- ----
<S> <C> <C>
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A Professional Corporation 10
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). 10
23.2 Consent of Berry, Dunn, McNeil & Parker. 12
</TABLE>
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EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK
<PAGE>
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]
February 14, 1997 (202) 274-2000
Board of Directors
KSB Bancorp, Inc.
Main Street
Kingfield, Maine 04947
RE: KSB BANCORP, INC.
REGISTRATION STATEMENT ON FORM S-8
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Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the offer and sale of KSB Bancorp, Inc. (the "Company") common
stock, par value $.01 per share (the "Common Stock"), pursuant to the KSB
Bancorp, Inc. 1993 Incentive Stock Option Plan and the KSB Bancorp, Inc. 1993
Stock Option Plan for Outside Directors (the "Plans"). We have reviewed the
Company's Certificate of Incorporation, Registration Statement on Form S-8 (the
"Form S-8"), as well as applicable statutes and regulations governing the
Company and the offer and sale of the Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock, when sold in
connection with the exercise of options granted pursuant to the Plans,
will be legally issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in
connection with the preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person without the prior
written consent of this firm. We hereby consent to the use of this opinion in
the form S-8.
Very truly yours,
/s/ Luse Lehman Gorman Pomerenk & Schick
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LUSE LEHMAN GORMAN POMERENK & SCHICK
A Professional Corporation
2
<PAGE>
EXHIBIT 23.2
CONSENT OF BERRY, DUNN, MCNEIL & PARKER
<PAGE>
[LETTERHEAD OF BERRY, DUNN, MCNEIL & PARKER]
Independent Auditors' Consent
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The Board of Directors
KSB Bancorp, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of KSB Bancorp, Inc. of our report dated January 22, 1996, relating to the
consolidated balance sheets of KSB Bancorp, Inc. and subsidiary as of December
31, 1995 and 1994, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1995, which report appears in the December 31, 1995
Annual Report on Form 10-KSB of KSB Bancorp, Inc.
/s/ BERRY, DUNN, McNEIL & PARKER
Portland, Maine
February 14, 1997
