Registration No. 333-------
As filed with the Securities and Exchange
Commission on March 31, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
HARDIN BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 43-1719104
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2nd and Elm Street, Hardin, Missouri 64035
(Address of principal executive offices) (Zip Code)
HARDIN BANCORP, INC.
RECOGNITION AND RETENTION PLAN
(Full title of the plan)
Robert I. Lipsher, Esq.
Luse Lehman Gorman Pomerenk & Schick, P.C.
5335 Wisconsin Avenue, N.W.
Suite 400
Washington, DC 20015
(Name and address of agent for service
(202) 274-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per
share 42,320 $15.125(2) $ 640,090(2) $194(2)
(1) Pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement covers, in addition to the
number of shares set forth above, an indeterminate number of
shares which, by reason of certain events specified in the Plan,
may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the
purpose of calculating the registration fee. The proposed
maximum offering price per share represents the average of the
bid and asked prices per share of that class on the Nasdaq
SmallCap Market on March 27, 1997.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in
Part I of Form S-8 will be sent or given to participants in the
Hardin Bancorp, Inc. Recognition and Retention Plan (the "Plan")
as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission,
but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by
Hardin Bancorp, Inc. (the "Company") with the Commission are
hereby incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 1996 (File No. 0-26560) filed pursuant to
Rule 13a-1 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) all other reports filed by the Company pursuant to Section
12 or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report referred to above;
(c) the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders held on July 25, 1996 and for its Special
Meeting of Stockholders held on April 16, 1996;
(d) the description of the common stock, par value $.01 per
share, of the Company contained in the Company's Registration
Statement on Form 8-A (File No. 0-26560) filed with the
Commission on August 7, 1995 and all amendments or reports filed
for the purpose of updating such description.
All documents subsequently filed by the Company with the
Commission 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 hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from
the date of the filing of such documents. Any statement
contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by
reference herein or therein 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 and the Prospectus.
The Company shall furnish without charge to each person to
whom the Prospectus is delivered, on the written or oral request
of such person, a copy of any or all of the documents
incorporated by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be
directed to Robert W. King, President and Chief Executive
Officer, Hardin Bancorp, Inc., 2nd and Elm Street, Hardin,
Missouri 64035, telephone number (816) 398-4312.
<PAGE>
All information appearing in this Registration Statement and
the Prospectus is qualified in its entirety by the detailed
information, including financial statements, appearing in the
documents incorporated herein or therein by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article ELEVENTH of the Company's Certificate of
Incorporation provides for indemnification of directors and
officers of the Registrant against any and all liabilities,
judgments, fines and reasonable settlements, costs, expenses and
attorneys' fees incurred in any actual, threatened or potential
proceeding, except to the extent that such indemnification is
limited by Delaware law and such law cannot be varied by contract
or bylaw. Article ELEVENTH also provides for the authority to
purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation's board of directors to grant
indemnity under certain circumstances to directors and officers,
when made, or threatened to be made, parties to certain
proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including
attorneys' fees. In addition, under certain circumstances such
persons may be indemnified against expenses actually and
reasonably incurred in defense of a proceeding by or on behalf of
the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers
of other corporations or enterprises who are serving as such at
the request of the corporation, when such persons are made, or
threatened to be made, parties to certain proceedings by reason
of such status, against judgments, fines, settlements and
expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses
actually and reasonably incurred in connection with the defense
or settlement of a proceeding by or in the right of such other
corporation or enterprise. Indemnification is permitted where
such person (i) was acting in good faith, (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation or other corporation or enterprise,
as appropriate, (iii) with respect to a criminal proceeding, had
no reasonable cause to believe his conduct was unlawful, and
(iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding
was brought determines that such person is fairly and reasonably
entitled to indemnity).
Unless ordered by a court, indemnification may be made only
following a determination that such indemnification is
permissible because the person being indemnified has met the
requisite standard of conduct. Such determination may be made
(i) by the corporation's board of directors by a majority vote of
a quorum consisting of directors not at the time parties to such
proceeding; or (ii) if such a quorum cannot be obtained or the
quorum so directs, then by independent legal counsel in a written
opinion; or (iii) by the stockholders.
<PAGE>
Section 145 also permits expenses incurred by directors and
officers in defending a proceeding to be paid by the corporation
in advance of the final disposition of such proceedings upon the
receipt of an undertaking by the director or officer to repay
such amount if it is ultimately determined that he is not
entitled to be indemnified by the corporation against such
expenses.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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<CAPTION>
Reference to Prior
Regulation S-K Filing or Exhibit
Exhibit Number Document Number Attached Hereto
<S> <C> <C>
3.1 Certificate of Incorporation of
Hardin Bancorp, Inc. *
3.2 Bylaws of Hardin Bancorp, Inc. *
4 Specimen form of common stock
certificates of Hardin Bancorp, Inc. *
5 Opinion of Luse Lehman Gorman Pomerenk &
Schick, P.C. Attached as
Exhibit 5
10 Hardin Bancorp, Inc. Recognition and **
Retention Plan
23.1 Consent of Luse Lehman Gorman Pomerenk &
Schick, P.C. Attached as
Exhibit 23.1
23.2 Consent of KPMG Peat Marwick LLP Attached as
Exhibit 23.2
24 Power of Attorney Contained on
Signature Page
- --------------------
* Filed as exhibits to the Registrant's Registration Statement on Form S-1
(File No. 33-93888) filed with the Commission on June 23, 1995 pursuant to
Section 5 of the Securities Act of 1933 and all amendments thereto or reports
filed for the purpose of updating such description. All of such previously
filed documents are hereby incorporated herein by reference in accordance with
Item 601 of Regulation S-K
** Filed as Exhibit B to the Registrant's Proxy Statement relating to the
Registrant's April 16, 1996 special meeting of stockholders, filed with the
Commission on March 18, 1996, which is hereby incorporated herein by
reference.
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<PAGE>
Item 9. Undertakings.
(a) 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 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.
(2) 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.
(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.
(b) 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 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.
(c) 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 of expenses incurred or paid by a director, officer or
controlling person 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.
<PAGE>
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 the requirements for filing on Form S-8
and the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Hardin, State of Missouri, on March 28,
1997.
HARDIN BANCORP, INC.
By: /s/ Robert W. King
------------------------------
Robert W. King, President,
Chief Executive Officer and
Director (Duly Authorized
Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert W. King,
his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for him or her in his or her
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming said
attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
/s/ Robert W. King /s/ Ivan R. Hogan
- ------------------------------ ------------------------------
Robert W. King, President, Ivan R. Hogan, Chairman of
Chief Executive Officer and the Board
Director (Principal Executive
Officer)
Date: March 28, 1997 Date: March 28, 1997
/s/ William L. Homan /s/ Karen K. Blankenship
- ------------------------------ ------------------------------
William L. Homan, Vice President, Karen K. Blankenship, Senior
Treasurer and Director Vice President and Director
(Principal Financial Officer) (Principal Accounting
Officer)
Date: March 28, 1997 Date: March 28, 1997
/s/ David K. Hatfield /s/ David D. Lodwick
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David K. Hatfield, Director David D. Lodwick, Director
Date: March 28, 1997 Date: March 28, 1997
/s/ W. Levan Thurman
- ------------------------------
W. Levan Thurman, Director
Date: March 28, 1997
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
HARDIN BANCORP, INC.
<PAGE>
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<CAPTION>
Page Number
Regulation S-K Sequentially Numbered
Exhibit Number Document Registration Statement
<S> <C> <C>
3.1 Certificate of Incorporation of
Hardin Bancorp, Inc. *
3.2 Bylaws of Hardin Bancorp, Inc. *
4 Specimen form of common stock
certificates of Hardin Bancorp, Inc. *
5 Opinion of Luse Lehman Gorman Pomerenk &
Schick, P.C. Page 12
10 Hardin Bancorp, Inc. Recognition and **
Retention Plan
23.1 Consent of Luse Lehman Gorman Pomerenk &
Schick, P.C. Page 14
23.2 Consent of KPMG Peat Marwick LLP Page 16
24 Power of Attorney Contained on
Signature Page
- --------------------
* Filed as exhibits to the Registrant's Registration Statement on Form S-1
(File No. 33-93888) filed with the Commission on June 23, 1995 pursuant to
Section 5 of the Securities Act of 1933 and all amendments thereto or reports
filed for the purpose of updating such description. All of such previously
filed documents are hereby incorporated herein by reference in accordance with
Item 601 of Regulation S-K
** Filed as Exhibit B to the Registrant's Proxy Statement relating to the
Registrant's April 16, 1996 special meeting of stockholders, filed with the
Commission on March 18, 1996, which is hereby incorporated herein by
reference.
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<PAGE>
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK]
March 28, 1997
Board of Directors
Hardin Bancorp, Inc.
2nd and Elm Street
Hardin, Missouri 64035
Members of the Board:
We have acted as counsel to Hardin Bancorp, Inc. (the
"Corporation") in connection with the preparation and filing with
the Securities and Exchange Commission of a registration
statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") relating to 105,800 shares of the
Corporation's Common Stock, par value $.01 per share (the "Common
Stock"), to be offered pursuant to the 1995 Stock Option and
Incentive Plan of the Corporation (the "Plan").
In this connection, we have reviewed originals or copies,
certified or otherwise identified to our satisfaction, of the
Plan and agreements thereto, the Corporation's Certificate of
Incorporation, Bylaws, resolutions of its Board of Directors and
such other documents and corporate records as we deem appropriate
for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been
duly authorized.
2. The shares of Common Stock to be offered by the Corporation
will be, when and if issued, sold and paid for as contemplated by
the Plan, legally issued, fully paid and non-assessable shares of
Common Stock of the Corporation.
Very truly yours,
LUSE LEHMAN GORMAN POMERENK &
SCHICK, P.C.
By: /s/ Robert I. Lipsher
------------------------------
Robert I. Lipsher
<PAGE>
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK]
March 28, 1997
Board of Directors
Hardin Bancorp, Inc.
2nd and Elm Street
Hardin, Missouri 64035
Members of the Board:
We hereby consent to the inclusion of our opinion as
Exhibit 5 of this Registration Statement and the reference to our
firm in the Prospectus. In giving this consent, we do not admit
that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
LUSE LEHMAN GORMAN POMERENK &
SCHICK, P.C.
By: /s/ Robert I. Lipsher
------------------------------
Robert I. Lipsher
<PAGE>
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Board of Directors
Hardin Bancorp, Inc.
We consent to the incorporation by reference in the
Registration Statement on Form S-8 of Hardin Bancorp, Inc. (the
"Company") 1995 Stock Option and Incentive Plan of our report
dated May 24, 1996, relating to the consolidated balance sheets
of the Company as of March 31, 1996 and 1995, and the related
consolidated statements of earnings, stockholders' equity and
cash flows for each of the years in the three-year period ended
March 31, 1996, which report appears in the Company's Annual
Report on Form 10-KSB for the fiscal year-ended March 31, 1996
filed pursuant to the Securities Exchange Act of 1934, as
amended. Our report refers to a change in the method of
accounting for certain investments in debt and equity securities.
KPMG Peat Marwick LLP
Kansas City, Missouri
March 28, 1997
