Registration No. 033-93210
Filed June 2, 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
________________________________________________________________________
(Exact Name of Registrant as specified in its Articles of Incorporation)
Louisiana 72-1280718
- ------------------------ ---------------------------------
(State of incorporation) (IRS Employer Identification No.)
1101 East Admiral Doyle Drive
New Iberia, Louisiana 70560-6301
- -----------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
ISB Financial Corporation Profit Sharing Plan and Trust
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(Full Title of the Plan)
Larrey G. Mouton Copies to
President and Chief Executive Officer Hugh T. Wilkinson, Esq.
ISB Financial Corporation Cristin Zeisler, Esq.
1101 East Admiral Doyle Drive Elias, Matz, Tiernan & Herrick L.L.P
New Iberia, Louisiana 70560-6301 734 15th Street, N.W.
(318) 365-2361 Washington, D.C. 20005
- -------------------------------- (202) 347-0300
(Name, address and telephone number of
agent for service)
Page 1 of 6 pages
Index to Exhibits is located on page 3.
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed Maximum
Securities Amount Maximum Aggregate Amount
to be to be Offering Price Offering Price(3) Registration Fee
Registered Registered Per Share(3)
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Common Stock,
par value
$1.00 100,000(2) $21.56 $2,156,250 $599.44
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to ISB
Financial Corporation Profit Sharing Plan and Trust (the "Plan") as a result of
a stock split, stock dividend or similar adjustment of the outstanding Common
Stock of ISB Financial Corporation (the "Company" or the "Registrant").
(2) Represents an estimate of such presently undeterminable number of shares
as may be purchased with employee contributions pursuant to the Plan. 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 Plan.
(3) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(c). The Proposed Maximum Offering
Price Per Share is equal to the closing sales price of the Common Stock on the
Nasdaq National Market System on May 26, 1999.
__________________________
This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act of 1933, as
amended, and 17 C.F.R. Section 230.462.
2
This Registration Statement registers additional securities to be issued
under the ISB Financial Corporation Profit Sharing Plan and Trust, for which a
Registration Statement on Form S-8 has been filed and is effective. The
contents of the Registration Statement on Form S-8 (Commission File
No. 033-93210), filed with the Commission on June 7, 1995, are incorporated
herein by reference.
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 Page
--- ------- ----
4 Common Stock Certificate. *
23 Consent of Castaing, Hussey, Lolan &
Dauterive. E-1
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement). --
99 ISB Financial Corporation Profit Sharing *
Plan and Trust.
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* Incorporated by reference from the Company's Registration
Statement on Form S-8 (Commission File No. 033-93210), filed with the
Commission on June 7, 1995.
3
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 State of Louisiana on or about May 27, 1999.
By: /s/ Larrey G. Mouton
-----------------------------------------
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 to act as, his
or her 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
Signature Title Date
--------- ----- ----
/s/ Larrey G. Mouton President, Chief May 27, 1999
- --------------------- Executive Officer
Larrey G. Mouton and Director
(principle executive officer)
/s/ James R. McLemore, Jr. Senior Vice President May 27, 1999
- --------------------------- and Chief Financial
James R. McLemore, Jr. Officer
(principle financial and
accounting officer)
/s/ Emile J. Plaisance, Jr. Chairman of the Board May 27, 1999
- ---------------------------
Emile J.
Plaisance, Jr.
4
Signature Title Date
- ----------- ----- ----
/s/ Elaine D. Abell Director May 27, 1999
- -------------------
Elaine D. Abell
/s/ Harry V. Barton, Jr. Director May 27, 1999
- ------------------------
Harry V. Barton, Jr.
/s/ Cecil C. Broussard Director May 27, 1999
- ------------------------
Cecil C. Broussard
/s/ William H. Fenstermaker Director May 27, 1999
- ---------------------------
William H. Fenstermaker
/s/ Ray Himel Director May 27, 1999
- --------------
Ray Himel
/s/ E. Stewart Shea, III Director May 27, 1999
- ------------------------
E. Stewart Shea, III
5
Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees who administer the employee benefit plan have duly caused
this Registration Statement to by signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New Iberia, State of Louisiana on or
about May 27, 1999.
ISB FINANCIAL CORPORATION
PROFIT SHARING PLAN AND TRUST
ISB FINANCIAL CORPORATION TRUSTEES
By: /s/ Cecil C. Broussard
--------------------------------
Cecil C. Broussard, Director
By: /s/ William H. Fenstermaker
--------------------------------
William H. Fenstermaker, Director
By: /s/ E. Stewart Shea, III
--------------------------------
E. Stewart Shea, III
6
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-8 (File No. 033-93210) 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 2, 1999
525 Weeks Street P.O. Box 14240 x New Iberia, Louisiana 70562-4240
Ph.: 318-364-7221 Fax: 318-364-7235 email: [email protected]
Members of American Institute of Certified Public Accountants
Society of Louisiana Certified Public Accountants
