Registration No. 333-________
Filed July 29, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMMUNITY BANK SHARES OF INDIANA, INC.
(Exact Name of Registrant as specified in its Articles of Incorporation)
Indiana 35-1938254
(State of incorporation) (IRS Employer Identification No.)
202 East Spring Street
New Albany, Indiana 47150
(Address of principal executive offices, including zip code)
1997 Stock Incentive Plan
and Options to purchase Common Stock of the Registrant
pursuant to an Agreement and Plan of Reorganization, dated as
of December 17, 1997, between the Registrant and NCF Financial
Corporation ("NCF"), upon conversion of outstanding
options to purchase NCF common stock issued
by NCF under its 1995 Stock Option
Plan (Full Title of the Plans)
Copies to:
Michael L. Douglas Raymond A. Tiernan, Esq.
President and Chief Executive Officer Kenneth B. Tabach, Esq.
Community Bank Shares of Indiana, Inc. Elias, Matz, Tiernan & Herrick L.L.P.
202 East Spring Street 734 15th Street, N.W.
New Albany, Indiana 47150 Washington, D.C. 20005
(812) 944-2224 (202) 347-0300
(Name, address, and telephone number
of agent for service)
Page 1 of 8 pages
Index to Exhibits is located on page 5.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.10 198,372 (2) $ 20.00 (3) $3,967,440 (3) $1,170.40
Common Stock, par
value $0.10 54,028 (4) $ 4.89 (5) $ 804,477 (5) $ 237.32
Total 252,400 $4,771,917 $1,407.72
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares of common stock, par value $0.10 per
share ("Common Stock") of Community Bank Shares of Indiana, Inc. ("Company" or
"Registrant") as a result of a stock split, stock dividend or similar adjustment
of the outstanding Common Stock.
(2) Represents shares currently reserved for issuance pursuant to the Company's
1997 Stock Incentive Plan (the "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 the 198,372 shares for which stock options,
stock appreciation rights or performance shares have not been granted under the
Plan is equal to the closing sales price of the Common Stock of the Company on
July 23, 1998 on the Nasdaq Stock Market, Small- Cap market.
(4) Represents the number of shares of Common Stock of the Company reserved for
issuance as a result of the conversion of options to purchase common stock of
NCF Financial Corporation ("NCF") into options to purchase Common Stock of the
Company pursuant to an Agreement and Plan of Reorganization, dated as of
December 17, 1997, between the Company and NCF.
(5) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h) promulgated under the Securities Act
of 1933, as amended ("Securities Act"). The Proposed Maximum Offering Price Per
Share is equal to the weighted average exercise price for the options, as
converted, to purchase shares of Common Stock.
--------------------------
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. ss. 230.462.
2
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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, 1997 filed with the Commission on March 27, 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
financial statements in the Annual Report 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 S-4 (File No.
333-46665) filed with the Commission on February 20, 1998, as amended;
(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.
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.
3
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Item 6. Indemnification of Directors and Officers.
Chapter 37 of the Indiana Business Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their capacity
as such. The Articles of Incorporation of the Company provide for
indemnification of directors, officers, employees and agents of the Company to
the full extent permitted by Indiana law. Such indemnity shall extend to
expenses, including attorney's fees, judgments, fines and amounts paid in the
settlement, prosecution or defense of the foregoing actions.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
4
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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 Page
4 Common Stock Certificate* --
5 Opinion of Elias, Matz, Tiernan & Herrick
L.L.P. as to the legality of the securities E-1
23.1 Consent of Elias, Matz, Tiernan & Herrick
L.L.P. (contained in the opinion included
as Exhibit 5) --
23.2 Consent of Monroe Shine & Co. E-3
24 Power of attorney for any subsequent
amendments is located in the signature pages --
99.1 Community Bank Shares of Indiana, Inc.
1997 Stock Incentive Plan** --
99.2 NCF Financial Corporation 1995
Stock Option Plan*** --
* Incorporated by reference from the Company's Registration Statement on Form
S-1 (Commission File No. 33-87228) filed with the Commission on December 9,
1994, as amended.
** Incorporated by reference from the Company's Definitive Proxy Statement
(Commission File No. 000-25766) filed with the Commission on March 27, 1997.
*** Incorporated by reference from NCF Financial Corporation's Annual Report on
Form 10-KSB for the year ended June 30, 1997 (Commission File No. 000-26510)
filed with the Commission on September 26, 1997.
5
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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 contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 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 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 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 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.
6
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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 State of Indiana on July 28, 1998.
COMMUNITY BANK SHARES OF INDIANA, INC.
By: /s/Michael L. Douglas
Michael L. Douglas
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 Michael L. Douglas 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.
/s/Michael L. Douglas July 28, 1998
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Michael L. Douglas
Director, President and
Chief Executive Officer
(Principal Executive Officer)
/s/C. Thomas Young July 28, 1998
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C. Thomas Young
Chairman of the Board
/s/James Stutsman July 28, 1998
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James Stutsman
Senior Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
<PAGE>
/s/Robert E. Yates July 28, 1998
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Robert E. Yates
Director
/s/Gary L. Libs July 28, 1998
- -------------------------
Gary L. Libs
Director
/s/James W. Robinson July 28, 1998
- -------------------------
James W. Robinson
Director
/s/Timothy T. Shea July 28, 1998
- -------------------------
Timothy T. Shea
Vice Chairman
/s/Robert J. Koetter, Sr. July 28, 1998
- -------------------------
Robert J. Koetter, Sr.
Director
/s/Steve Stemler July 28, 1998
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Steve Stemler
Director
/s/Gordon Huncilman July 28, 1998
- -------------------------
Gordon Huncilman
Director
/s/Dale Orem July 28, 1998
- -------------------------
Dale Orem
Director
/s/Kerry Stemler July 28, 1998
- -------------------------
Kerry Stemler
Director
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EXHIBIT 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
July 29, 1998
Board of Directors
Community Bank Shares of Indiana, Inc.
202 East Spring Street
New Albany, Indiana 47150
Re: Registration Statement on Form S-8
252,400 Shares of Common Stock
Gentlemen:
We have acted as special counsel to Community Bank Shares of Indiana,
Inc., an Indiana 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 (i)
198,372 shares of common stock, par value $0.10 per share ("Common Stock"), to
be issued pursuant to the exercise of stock options and/or appreciation rights
(the "Plan Options") and/or the grant of performance share awards ("Awards")
pursuant to the Corporation's 1997 Stock Incentive Plan (the "Plan") and (ii)
54,028 shares of Common Stock to be issued upon exercise of options previously
granted by NCF Financial Corporation ("NCF") pursuant to its 1995 Stock Option
Plan (the "NCF Plan") (the Plan and the NCF Plan are referred to together as the
"Plans") and converted into options to purchase Common Stock of the Corporation
(the "Assumed Options") (the Plan Options, the Awards and the Assumed Options
are referred to together as the "Plan Rights") upon the acquisition of NCF by
the Corporation on May 6, 1998 pursuant to an Agreement and Plan of
Reorganization and related Agreement of Merger, both dated as of December 17,
1997, between the Corporation and NCF (the "Agreement"). The Registration
Statement also registers an indeterminate number of additional shares which may
be necessary to adjust the number of shares registered thereby for issuance as
the result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock. We have been requested to furnish an opinion to be
included as an exhibit to the Registration Statement.
In this regard, we have reviewed the Registration Statement and
Prospectuses for the Plans, the Articles of Incorporation and Bylaws of the
Corporation, the Plans, the
<PAGE>
Agreement, a specimen stock certificate evidencing the Common Stock of the
Corporation and such other corporate records and documents as we have deemed
appropriate for the purposes of this opinion. 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 applicable or relevant as a basis for the opinions
set forth below. 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 the purposes of this opinion.
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Plan Rights granted under the terms of the
Plans will continue to be validly authorized on the dates the Common Stock is
issued pursuant to the Plan Rights; (ii) on the dates the Plan Rights are
exercised, the Plan Rights granted under the terms of the Plans 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 Plans, when issued and sold pursuant to the
Plans 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 filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By:/s/ Kenneth B. Tabach
----------------------------
Kenneth B. Tabach, a Partner
<PAGE>
Exhibit 23
Independent Auditors' Consent
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Community Bank Shares of Indiana, Inc. of our report, dated February
2, 1998, included and incorporated by reference in the Annual Report on Form
10-K for the year ended December 31, 1997 of Community Bank Shares of Indiana,
Inc.
/s/ Monroe Shine & Co.,Inc.
---------------------------
Monroe Shine & Co., Inc.
New Albany, Indiana
July 28, 1998
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