Registration No. 333-_____
As filed with the Securities and Exchange
Commission on May 24, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KSB Bancorp, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 04-3189069
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(State of Incorporation) (IRS Employer Identification No.)
Main Street
Kingfield, Maine 04947
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(Address of Principal Executive Offices)
KSB Bancorp, Inc.
1998 Long-Term Incentive Stock Benefit Plan
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(Full Title of the Plan)
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
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(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]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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
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Options to Purchase
Common Stock
<S> <C> <C> <C> <C>
Common Stock, par 58,000 shares (2) $18.50(3) $1,073,000
value $.01 per share $298
Common Stock, par 3,500 shares (2) $15.50(3) $54,250
value $.01 per share $15
Common Stock, par 8,500 shares (4) $13.00(3) $110,500
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value $.01 per share $31
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Total: 70,000 shares $1,237,750 $344
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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. 1998 Long-Term Incentive Stock Benefit Plan (the
"Incentive 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. ss. 230.416(a). (2) Represents shares currently
reserved for issuance pursuant to options granted under the Incentive Plan.
(3) Determined by the exercise price of the options pursuant to 17 C.F.R.
ss. 230.457(h)(1). (4) Represents shares currently reserved for issuance
pursuant to ungranted options under the Incentive Plan.
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. ss.
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 options to
purchase up to 70,000 shares of common stock, par value $.01 per share (the
"Common Stock"), of KSB Bancorp, Inc. (the "Company") pursuant to the Incentive
Plan and 70,000 shares of Common Stock reserved for issuance and delivery upon
the exercise of options under the Incentive 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 Incentive Plan, 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, 1998, filed with the Securities and Exchange Commission (the
"SEC") on March 31, 1999.
(b) All other reports filed by the Company pursuant to Section 13(a) and
15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report referred to above.
(c) The Company's Proxy Statement relating to the Company's May 13, 1998
annual meeting of stockholders, filed with the SEC on April 8, 1998.
(d) 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.
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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
Incentive 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 KSB Bancorp, Inc. 1998 Long-Term Incentive Stock Benefit Plan
(Incorporated by reference to Appendix A of the Registran's Proxy
Statement relating to the Company's May 13, 1998 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 1998 Long-Term Incentive Stock Benefit Plan;
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; and
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.
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EXHIBIT INDEX
Exhibit Number Description
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.
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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 18th day of
May, 1999.
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, President, Chief John E. Thien, Vice President and
Executive Officer and Director Chief Financial Officer
(Principal Executive Officer) (Principal Financial and
Accounting Officer)
Date: May 18, 1999 Date: May 18, 1999
By: /s/ Winfield R. Robinson By: /s/ Roger G. Spear
Winfield F. Robinson, Chairman Roger G. Spear, Director
Date: May 18, 1999 Date: May 18, 1999
By: /s/ William P. Dubord By: /s/ Theodore C. Johnson
William P. Dubord, Director Theodore C. Johnson, Director
Date: May 18, 1999 Date: May 18, 1999
By: /s/ G. Norton Luce
G. Norton Luce, Director
Date: May 18, 1999
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OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK
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[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]
May 24, 1999 (202) 274-2000
Board of Directors
KSB Bancorp, Inc.
Main Street
Kingfield, Maine 04947
Re: KSB Bancorp, Inc.
Registration Statement on Form S-8
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. 1998 Long-Term Incentive Stock Benefit Plan (the "Plan"). 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 Plan,
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
LUSE LEHMAN GORMAN POMERENK & SCHICK
A Professional Corporation
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EXHIBIT 23.2
CONSENT OF BERRY, DUNN, McNEIL & PARKER
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[LETTERHEAD OF BERRY, DUNN, McNEIL & PARKER]
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated January 21, 1999, accompanying the consolidated
financial statements of KSB Bancorp, Inc. and Subsidiary included in the Annual
Report on Form 10-KSB for the year ending December 31, 1998. We consent to the
incorporation by reference of said report in the Registration Statement of KSB
Bancorp, Inc. on Form S-8.
/s/ BERRY, DUNN, McNEIL & PARKER
Portland, Maine
May 24, 1999
