As filed with the Securities and Exchange Commission on July 21, 2000
Registration No. 333-_________
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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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IBERIABANK CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
LOUISIANA 72-1280718
-------------------------- ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1101 EAST ADMIRAL DOYLE DRIVE
NEW IBERIA, LOUISIANA 70560
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(Address of Principal Executive Offices)
IBERIABANK CORPORATION
SUPPLEMENTAL STOCK OPTION PLAN
------------------------------
(Full title of the Plan)
DARYL G. BYRD, PRESIDENT
IBERIABANK CORPORATION
1101 E. ADMIRAL DOYLE DRIVE
NEW IBERIA, LOUISIANA 70560-6301
--------------------------------
(Name and Address of Agent For Service)
(337) 365-2361
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(Telephone Number, Including Area Code, of Agent for Service)
COPIES TO:
EDWARD B. CROSLAND, JR., ESQUIRE J. MARK POERIO, ESQUIRE
KUTAK ROCK LLP PAUL, HASTINGS, JANOFSKY & WALKER, LLP
1101 CONNECTICUT AVENUE, N.W., SUITE 1000 1299 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20036-4374 WASHINGTON, D.C. 20004-2400
(202) 828-2400 (202) 508-9500
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Title Of Amount Proposed Maximum Proposed Maximum Amount of
Securities To Be Offering Price Aggregate Offering Registration
To Be Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------
Common Stock,
$1.00 par value 24,999 (1) (2) (2) $112.00
===============================================================================================================
<FN>
(1) Maximum number of shares issuable under the IBERIABANK Corporation Supplemental Stock Option Plan, as such
amount may be increased in accordance with Article IX of said plan in the event of a merger, consolidation,
reorganization, liquidation, recapitalization, stock dividend, stock split, or similar event involving the
Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based upon the price at which the
options may be exercised. 24,999 shares are being registered hereby, of which 5,000 are under option at a
weighted average exercise price of $18.00 per share ($90,000 in the aggregate). The remainder of the shares
(19,999 shares) are being registered based upon the average of the high and low selling prices of the
common stock of the Registrant as reported on the National Association of Securities Dealers Automated
Quotation, National Market ("NMS") on July 17, 2000 of $16.6565 per share ($333,113.34 in the aggregate).
Therefore, the total amount of the offering being registered herein is $423,113.34.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
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ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
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*Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in the IBERIABANK
Corporation Supplemental Stock Option Plan (the "Plan") in accordance with Rule
428(b)(1) of the General Rules and Regulations under the Securities Act of 1933.
In accordance with Note to Part I of Form S-8, such documents are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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IBERIABANK Corporation (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act")
and, accordingly, files periodic reports and other information with the
Commission. Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies may be obtained
(at prescribed rates) at the Commission's Public Reference Section, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a
Web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission,
including the Company. The address for the Commission's Web site is
"http://www.sec.gov".
The following documents are incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (Commission File No. 0-25756);
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000;
(c) The description of the Company's securities contained in the Company's
Registration Statement on Form 8-A (Commission File No. 0-25756) filed with the
Commission on March 28, 1995.
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A), 13(C), 14
AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, 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, SHALL
BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION STATEMENT, AND TO
BE A PART HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTIONS OF SECURITIES
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Not applicable.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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In accordance with the Business Corporation law of the State of Louisiana,
Article 8 of the Company'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 by such 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 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.
2
<PAGE>
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
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Not Applicable.
ITEM 8. EXHIBITS
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For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.
ITEM 9. UNDERTAKINGS
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1. The undersigned registrant hereby undertakes:
(a) 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 of 1933;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
3
<PAGE>
(b) 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.
(c) 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.
2. The undersigned registrant hereby undertakes 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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.
3. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
4. 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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 this 19th day of
July, 2000.
IBERIABANK CORPORATION
By: /s/ Daryl G. Byrd
-----------------------------------
Daryl G. Byrd
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of the registrant, hereby
severally constitute and appoint Daryl G. Byrd our true and lawful attorney and
agent, to do any and all things in our names in the capacities indicated below
which said person may deem necessary or advisable to enable the registrant to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the registration statement on Form S-8 relating to the offering of the
registrant's Common Stock, including specifically, but not limited to, power and
authority to sign for us in our names in the capacities indicated below the
registration statement and any and all amendments (including post-effective
amendments) thereto; and we hereby approve, ratify and confirm all that said
person shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ Larrey G. Mouton Director July 19, 2000
------------------------------
Larrey G. Mouton
/s/ Daryl G. Byrd President, Chief Executive July 19, 2000
------------------------------ Officer and Director
Daryl G. Byrd
/s/ James R. McLemore Senior Vice President and July 19, 2000
------------------------------ Chief Financial Officer
James R. McLemore (principal financial and
accounting officer)
/s/ Elaine D. Abell Director July 19, 2000
------------------------------
Elaine D. Abell
5
<PAGE>
Signatures Title Date
---------- ----- ----
/s/ Harry V. Barton, Jr. Director July 19,.2000
------------------------------
Harry V. Barton, Jr.
/s/ Ernest P. Breaux, Jr. Director July 19, 2000
------------------------------
Ernest P. Breaux, Jr.
/s/ Cecil C. Broussard Director July 19, 2000
------------------------------
Cecil C. Broussard
/s/ William H. Fenstermaker Chairman of the Board July 19, 2000
------------------------------
William H. Fenstermaker
/s/ Richard F. Hebert Director July 19, 2000
------------------------------
Richard F. Hebert
/s/ E. Stewart Shea, III Director July 19, 2000
------------------------------
E. Stewart Shea, III
6
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
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5 Opinion of Kutak Rock LLP as to the legality of the Common Stock being
registered
23.1 Consent of Kutak Rock LLP (appears in their opinion filed as Exhibit 5)
23.2 Consent of Castaing, Hussey, Lolan & Dauterive, LLP
24 Power of Attorney (contained in the signature page to this registration
statement)
99.1 IBERIABANK Corporation Supplemental Stock Option Plan
99.2 Form of Stock Option Agreement to be entered into with Optionees with
respect to Non-Incentive Stock Options granted under the IBERIABANK
Corporation Supplemental Stock Option Plan
99.3 Form of Stock Appreciation Rights Agreement
99.4 2000 Amendment to the IBERIABANK Corporation Supplemental Stock Option
Plan
99.5 Form of Restricted Stock Agreement
7
