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Registration No. 333-_____
Filed June 22, 1999
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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ISB Financial Corporation
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(Exact Name of Registrant as specified in its Articles of Incorporation)
Louisiana 72-1280718
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(State of incorporation) (IRS Employer Identification No.)
1101 East Admiral Doyle Drive
New Iberia, Louisiana 70560-6301
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(Address of principal executive offices, including zip code)
1999 Stock Option Plan
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(Full Title of the Plans)
Copies to:
Larrey G. Mouton Hugh T. Wilkinson, Esq.
President and Chief Executive Officer Cristin Zeisler, Esq.
ISB Financial Corporation Elias, Matz, Tiernan & Herrick L.L.P.
1101 East Admiral Doyle Drive 734 15th Street, N.W.
New Iberia, Louisiana 70560-6301 Washington, D.C. 20005
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(Name and Address of Agent For Service)
(318) 365-2361
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(Telephone Number, Including Area Code,
of Agent for Service)
Page 1 of 9 pages
Index to Exhibits is located on page 6.<PAGE>
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Price(3) Registration Fee
Registered Registered(1) Per Share(3)
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Common Stock,
par value
$1.00 300,000(2) $20.375 $6,112,500 $1,699.28
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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 ISB Financial Corporation ("Company" or "Registrant") 1999 Stock Option
Plan ("Option Plan") as a result of a stock split, stock dividend or similar
adjustment of the outstanding common stock, $1.00 par value per share
("Common Stock"), of the Company.
(2) Represents shares currently reserved for issuance pursuant to the Option
Plan.
(3) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act.
The Proposed Maximum Offering Price Per Share for is equal to the average of
the high and low prices of the Common Stock of the Company on June 17, 1999 on
the National Association of Securities Dealers Automated Quotation
("NASDAQ") National Market.
__________________________
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act and
17 C.F.R. Section 230.462.
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PART I*
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended ("Securities Act"),
and the Note to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998;
(b) All reports filed by the Company pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by the Company's Annual Report on Form 10-K
referred to in clause (a) above;
(c) The description of the Common Stock of the Company contained in the
Company's Registration Statement on Form 8-A (Commission File No. 0-25756)
filed with the Commission on March 28, 1995;
(d) All documents filed by the Company 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 have
been sold or which deregisters all securities then remaining unsold.
Any statement contained in this Registration Statement, or 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 other subsequently filed
document which also is or is deemed to be 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.
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Item 4. Description of Securities.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
Item. 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
In accordance with the Business Corporation law of the State of Louisiana,
Article 8 of the Registrant's Articles of Incorporation provides as follows:
Article 8. Personal Liability, Indemnification, Advancement of Expenses
and Other Rights of Officers, Directors, Employees and Agents.
A. Personal Liability of Directors and Officers. A director or officer
of the Corporation shall not be personally liable for monetary damages for any
action taken, or any failure to take any action, as a director or officer
except to the extent that by law a director's or officer's liability for
monetary damages may not be limited.
B. Indemnification. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, including actions by or in the right
of the Corporation, whether civil, criminal, administrative or investigative,
by reason of the fact that such person is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred bysuch person in connection with such action,
suit or proceeding to the full extent permissible under Louisiana law.
C. Advancement of Expenses. Reasonable expenses incurred by an officer,
director, employee or agent of the Corporation in defending an action, suit or
proceeding described in Section B of this Article 8 may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding if authorized by the board of directors (without regard to whether
participating members thereof are parties to such action, suit or proceeding),
upon receipt of an undertaking by or on behalf of such person to repay such
amount if it shall ultimately be determined that the person is not entitled to
be indemnified by the Corporation.
D. Other Rights. The indemnification and advancement of expenses
provided by or pursuant to this Article 8 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, insurance or other agreement, vote of
stockholders or directors (regardless of whether directors authorizing such
indemnification are beneficiaries thereof) or otherwise, both as to actions in
their official capacity<PAGE>
and as to actions in another capacity while holding an office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such person.
E. Insurance. The Corporation shall have the power to purchase and
maintain insurance or other similar arrangement on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture or other enterprise,
against any liability asserted against or incurred by him in any such capacity,
or arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the provisions of
this Article 8.
F. Security Fund; Indemnity Agreements. By action of the Board of
Directors (notwithstanding their interest in the transaction), the Corporation
may create and fund a trust fund or other fund or form of self-insurance
arrangement of any nature, and may enter into agreements with its officers,
directors, employees and agents for the purpose of securing or insuring in any
manner its obligation to indemnify or advance expenses provided for in this
Article 8.
G. Modification. The duties of the Corporation to indemnify and to
advance expenses to any person as provided in this Article 8 shall be in the
nature of a contract between the Corporation and each such person, and no
amendment or repeal of any provision of this Article 8, and no amendment or
termination of any trust or other fund or form of self-insurance arrangement
created pursuant to Section F of this Article 8, shall alter to the detriment of
such person the right of such person to the advance of expenses or
indemnification related to a claim based on an act or failure to act which
took place prior to such amendment, repeal or termination.
H. Proceedings Initiated by Indemnified Persons. Notwithstanding any
other provision of this Article 8, the Corporation shall not indemnify a
director, officer, employee or agent for any liability incurred in an action,
suit or proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of
or participation in the action, suit or proceeding is authorized, either
before or after its commencement, by the affirmative vote of a majority of the
directors in office.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be reoffered or resold
pursuant to this Registration Statement.
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Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-K):
No. Exhibit
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4 Specimen Common Stock Certificate of ISB Financial Corporation*
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to the
legality of the securities
10 1999 Stock Option Plan**
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (contained
in the opinion included as Exhibit 5)
23.2 Consent of Castaing, Hussey & Lolan, LLP
24 Power of attorney for any subsequent amendments is located
in the signature pages
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* Incorporated by reference from the Company's Registration Statement on
Form S-8 (Commission File No. 33-93210) filed with the Commission on
June 7, 1995.
** Incorporated by reference from the Company's Proxy Statement (Commission
File No. 000-25756) filed with the Commission on March 19, 1999.
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 (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act, (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, represent a fundamental change in the
information set forth in the Registration Statement, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that clauses
(i) and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is<PAGE>
contained in periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, 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.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act and each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act
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 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
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against 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 questions whether such indemnification by it is against
public policy expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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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 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 New Iberia, State of Louisiana, on
the 16th day of June 1999.
ISB FINANCIAL CORPORATION
By: /s/ Larrey G. Mouton
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Larrey G. Mouton, 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 dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Larrey G. Mouton his true and
lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of
substitution any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorney to any and all amendments.
/s/ Larrey G. Mouton June 16, 1999
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Larrey G. Mouton
President, Chief Executive
Officer and Director
(principal executive officer)
/s/ James R. McLemore June 16, 1999
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James R. McLemore
Senior Vice President and Chief
Financial Officer (principal
financial and accounting officer)
/s/ Emile J. Palisance, Jr. June 16, 1999
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Emile J. Plaisance, Jr.
Chairman of the Board
Elaine D. Abell June 16, 1999
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Elaine D. Abell
Director
/s/ Harry V. Barton, Jr. June 16, 1999
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Harry V. Barton, Jr.
Director
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/s/ Cecil C. Broussard June 16, 1999
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Cecil C. Broussard
Director
/s/ William H. Fensertemaker June 16, 1999
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William H. Fenstermaker
Director
/s/ Ray Himel June 16, 1999
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Ray Himel
Vice Chairman
/s/ E. Stewart Shea, III June 16, 1999
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E. Stewart Shea, III
Director<PAGE>
<PAGE>
Exhibit 5.0
Opinion of Elias, Matz, Tiernan & Herrick L.L.P.<PAGE>
Law Offices
Elias, Matz, Tiernan & Herrick L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D. C. 20005
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Telephone: (202) 347-0300
Facsimile: (202) 347-2172
WWW.EMTH.COM
Timothy B. Matz Jeff D. Haas
Stephen M. Ege Kevin M. Houlihan
Raymond A. Tiernan Kenneth B. Tabach
Gerard L. Hawkins Patricia J. Wohl
Norman B. Antin Fiorello J. Vicencio*
John P. Soukenik* Cristin Zeisler
Gerald F. Heupel, JR. David Teeples
Jeffrey A. Koeppel Eric M. Marion*
Daniel P. Weitzel Daniel R. Kleinman*
Philip Ross Bevan ----------------------
Hugh T. Wilkinson Allen P. Baxter
Jack I. Elias
Sheryl Jones ALU
W. Michael Herrick
*not admitted in d.c.
June 22, 1999
VIA EDGAR
Board of Directors
ISB Financial Corporation
1101 East Admiral Doyle Drive
New Iberia, Louisiana 70560-6301
Re: Registration Statement on Form S-8
300,000 Shares of Common Stock
Gentlemen and Ms. Abell:
We are special counsel to ISB Financial Corporation, a Louisiana
corporation (the "Corporation"), in connection with the preparation and
filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8
(the "Registration Statement"), relating to the registration of up to
300,000 shares of common stock, par value $1.00 per share ("Common Stock"),
to be issued pursuant to the Corporation's 1999 Stock Option Plan
(the "Plan") upon the exercise of stock options and/or
appreciation rights (referred to as "Option Rights"). The Registration
Statement also registers an indeterminate number of additional shares which
may be necessary under the Plan to adjust the number of shares reserved
thereby for issuance as the result of a stock split, stock dividend or
similar adjustment of the outstanding Common Stock of the Corporation.
We have been requested by the Corporation to furnish an opinion to be
included as an exhibit to the Registration Statement.
For this purpose, we have reviewed the Registration Statement and
related Prospectus, the Articles of Incorporation and Bylaws of the
Corporation, the Plan, a specimen stock certificate evidencing the Common
Stock of the Corporation and such other corporate records and documents as
we have deemed appropriate. We are relying upon the originals, or copies
certified or otherwise identified to our satisfaction, of the corporate
records of the Corporation and such other instruments, certificates and
representations of public officials, officers and representatives of the
Corporation as we have deemed relevant as a basis for this opinion. In
addition, we have assumed, without independent verification, the genuineness
of all signatures and the authenticity of all documents furnished to us and
the conformance in all respects of copies to originals. Furthermore, we
have made such factual inquiries and reviewed such laws as we determined to
be relevant for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms
of the Plan will continue to be validly authorized on the dates the Common
Stock is issued pursuant to the Option Rights; (ii) on the dates the Option
Rights are exercised, the Option Rights granted under the terms of the Plan
will constitute valid, legal and binding obligations of the Corporation and
will (subject to applicable bankruptcy, moratorium, insolvency,
reorganization and other laws and legal principles affecting the
enforceability of creditors' rights generally) be enforceable as to the
Corporation in accordance with their terms; (iii) no change occurs in
applicable law or the pertinent facts; and (iv) the provisions of "blue sky"
and other securities laws as may be applicable will have been complied with to
the extent required.
Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock to
be issued pursuant to the Plan, when issued and sold pursuant to the
Prospectus and the Plan and upon receipt of the consideration required
thereby, will be legally issued, fully paid and non-assessable shares of
Common Stock of the Corporation.
We hereby consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectus of the Plan and to the filing of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Hugh T. Wilkinson
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Hugh T. Wilkinson, a Partner
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<PAGE>
Exhibit 23.2
Consent of Castaing, Hussey & Lolan, LLP<PAGE>
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 1999 appearing in the
Annual Report on Form 10-K of ISB Financial Corporation for the year ended
December 31, 1998.
/s/Castaing, Hussey, Lolan & Dauterive, LLP
New Iberia, Louisiana
June 21, 1999
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