As filed with the Securities and Exchange Commission on June 15,
1998
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE BANC STOCK GROUP, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0190407
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
Suite 437, 1105 Schrock Road, Columbus, Ohio 43229
(Address of Principal Executive Offices including Zip Code)
THE BANC STOCK GROUP, INC. 1993 NON-QUALIFIED AND
INCENTIVE STOCK OPTION PLAN
(Full title of plan)
Michael E. Guirlinger
Suite 437, 1105 Schrock Road, Columbus, Ohio 43229
(Name and address of agent for service)
(614) 848-5100
(Telephone number, including area code, of agent of service)
Copies of all communications, including all communications
sent to the agent for service, should be sent to:
MICHAEL A. SMITH
Carlile Patchen & Murphy
366 East Broad Street
Columbus, Ohio 43215
(614) 228-6135
CALCULATION OF REGISTRATION FEE
Proposed
Title of Amount to Proposed maximum Amount of
securities be maximum aggregate registration
to be registered offering price offering fee
registered (1) (2) per share (3) price (3)
Common 1,500,000 $13.37 $20,055,000 $4,011.00
Stock, no
par value
(1) Represents the aggregate number of additional shares of Common
Stock to be issued upon the exercise of stock options granted under
The Banc Stock Group, Inc. 1993 Non-Qualified and Incentive Stock
Option Plan. The Company previously filed a registration statement
on Form S-8 registering 1,000,000 shares of Common Stock, to be
issued upon exercise of stock options granted under the Banc Stock
Group, Inc. 1993 Non-Qualified and Incentive Stock Option Plan (the
Plan). The Plan was amended by the Board of Directors on May 21,
1998, to increase the number of available shares by 1,500,000 and
this Registration Statement is being filed to register the
additional shares.
(2) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(3) Estimated in accordance with Rule 457(h) under the Securities
Act of 1933, as amended, solely for the purpose of calculating the
registration fee, on the basis of the average price at which
existing options may be exercised on June 15, 1998.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information called for in Part I of Form S-8 is
currently included in The Banc Stock Group, Inc. 1993 Non-Qualified and
Incentive Stock Option Plan Summary (Plan) issued
by The Banc Stock Group, Inc. (Company) and is not being filed
with or included in this Form S-8 in accordance with the rules
and regulations of the Securities and Exchange Commission
(Commission).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with, or furnished to, the
Commission, and the information included therein, are
incorporated herein by reference:
(1) The Company's Registration Statement on Form S-8, SEC
File Number 333-41323, dated December 1, 1997.
(2) The Company's Annual Report on Form 10-KSB for the year
ended February 28, 1998.
(3) All reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934 since the
end of the fiscal year covered by the Annual Report
referred to in (1) above.
(4) The description of the Common Stock contained on the
Company's Registration Statement on Form SB-2, dated
March 24, 1994 (Registration Number 33-65292C).
(5) The Banc Stock Group, Inc. 1993 Non-Qualified and
Incentive Stock Option Plan on Form S-8, dated December
1, 1997.
(6) Information concerning the Plan, including the options
outstanding and the exercises, prices and expiration of
options, which will be included in the future, either
in the Company's Proxy Statements or Annual Reports on
Form 10-KSB.
All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
either indicates that all securities offered hereby have been
sold or deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference and to be part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be 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 subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.
The Company hereby undertakes to provide without charge
to each person who has received a copy of the prospectus to which
this Registration Statement relates, upon the written or oral
request of any such person, a copy of the Company's Annual Report
to Stockholders for its last fiscal year and a copy of any or all
the documents that have been or may be incorporated by reference
into this Registration Statement, other than exhibits to such
documents (unless such exhibits are incorporated by reference).
The Company hereby further undertakes to deliver or cause to be
delivered to all participants who have an interest in the Plan
(and any other participants who request such information orally
or in writing) who do not otherwise receive such material, copies
of all reports, proxy statements and other communications
distributed by the Company to its stockholders generally, no
later than the time such materials are first sent to its
stockholders. Requests for such information should be addressed
to The Banc Stock Group, Inc., Suite 437, 1105 Schrock Road,
Columbus, Ohio 43229; telephone (614) 848-5100.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Company 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 Columbus, State of Ohio, on the 15th day of June,
1998.
THE BANC STOCK GROUP, INC.
By:/S/Michael E. Guirlinger
Michael E. Guirlinger, President, Treasurer, CEO and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael E.
Guirlinger and Jeffrey C. Barton his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, including post-effective amendments,
and to file the same, with all exhibits
thereto, and 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
in and about the premises, as fully to all intents and purposes
as he might or could do in person, and hereby ratifies and
confirms all his said attorneys-in-fact and agents, each acting
alone, or his substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.
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 dates indicated.
SIGNATURE TITLE DATE
/S/Michael E. Guirlinger President, Treasurer, June 15, 1998
Michael E. Guirlinger CEO and Director
/S/Sandra L. Quinn Secretary and Director June 15, 1998
Sandra L. Quinn
/S/Jeffrey C. Barton Vice President and CFO June 15, 1998
Jeffrey C. Barton
/S/Larry A. Beres Director June 15, 1998
Larry A. Beres
/S/Robert K. Butner Director June 15, 1998
Robert K. Butner
/S/James G. Mathias Director June 15, 1998
James G. Mathias
/S/J. David Smith Director June 15, 1998
J. David Smith
/S/Harvey Thatcher Director June 15, 1998
Harvey Thatcher
/S/L. Jean Thiergartner Director June 15, 1998
L. Jean Thiergartner
THE PLAN
Pursuant to the requirements of the Securities Act of
1933, the Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on the 15th
day of June, 1998.
THE BANC STOCK GROUP,
INC. 1993 NON-QUALIFIED
AND INCENTIVE STOCK
OPTION PLAN
By:/S/Michael E. Guirlinger
EXHIBIT INDEX
Exhibit No. Description Page No.
5. Opinion of Carlile Patchen & Murphy
24.1 Consent of Price Waterhouse LLP
(See Part II)
24.2 Consent of Carlile Patchen & Murphy
(See Exhibit 5)
25. Power of Attorney
(Included on signature page)
Opinion and Consent of Carlile Patchen & Murphy
June 16, 1998
The Banc Stock Group, Inc.
1105 Schrock Road
Columbus, Ohio 43229
Re: Registration Statement on
Form S-8 Filed by The
Banc Stock Group, Inc.
with The Securities and
Exchange Commission
Ladies and Gentlemen:
We have acted as counsel for The Banc Stock Group,
Inc., a Florida corporation (Company), in connection with its
registration of an additional 1,500,000 shares of Common Stock,
no par value (Common Stock) pursuant to the Registration
Statement on Form S-8 as filed with The Securities and Exchange
Commission (Registration Statement). In connection with the
foregoing, we have been requested by you to render an opinion
with respect to the issuance of the Common Stock.
In connection with the opinion set forth below, we have
examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction as being true copies of
the Articles of Incorporation, as amended and the By-Laws of the
Company, applicable records of the corporate proceedings of the
Company, and such other documents, certificates and corporate or
other records as we have deemed necessary as a basis for the
opinion set forth herein.
In our examination, we have assumed the genuiness of
all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the
originals of such copies.
Based on the foregoing, we are of the opinion that the
Common Stock is duly authorized and when certificates therefore
have been duly executed, delivered and paid for in accordance
with 1993 Non-Qualified and Incentive Stock Option Plan of the
Company, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.
Very truly yours,
CARLILE PATCHEN & MURPHY LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of our report dated April 3,
1998 appearing on page 15 of The Banc Stock Group, Inc. Annual
Report on Form 10-K for the year ended February 28, 1998.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 15, 1998
