As filed with the Securities and Exchange Commission on August 2, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
COMMERCE BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Missouri 43-0889454
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1000 Walnut
Kansas City, Missouri 64106
(Address, including zip code, of Registrant's principal executive offices)
COMMERCE BANCSHARES, INC. 1996 INCENTIVE STOCK OPTION PLAN
(Full title of the Plan)
Copy to:
T. Alan Peschka Jeffrey T. Haughey, Esq.
Vice President and Secretary Blackwell Sanders Matheny
Commerce Bancshares, Inc. Weary & Lombardi L.C.
1000 Walnut 2300 Main Street, Suite 1100
Kansas City, Missouri 64106 Kansas City, Missouri 64108
816-234-2000 816-274-6800
(Name, address, telephone number, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
Common Stock 2,000,000 $34.00(1) $68,000,000(1) $23,449(1)
$5 Par Value shares
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based on the average of the high and low
prices of the Registrant's Common Stock as listed on the Nasdaq Stock
Market on July 27, 1995.
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange
Commission (the "Commission"), this Registration Statement omits
the information specified in Part I of Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents filed with the Commission by
Commerce Bancshares, Inc. (the "Company") (File No. 0-2989) are
incorporated in this Registration Statement on Form S-8 (the
"Registration Statement") by reference:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994;
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995; and
3. The description of the Company's Common Stock set forth
on Form 8-A Registration Statement as filed with the
Commission on February 26, 1968, as supplemented by
Form 8-A Registration Statement, as filed with the
Commission on August 31, 1988.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing
of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all of the
securities offered then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts and Counsel
Not Applicable.
Item 6: Indemnification of Directors and Officers
Section 351.355 of the General and Business Corporation Law
of Missouri, as amended, allows indemnification of corporate
directors and officers by a corporation under certain
circumstances as therein specified against liabilities, expenses,
attorneys' fees, judgments, fines, and amounts paid in settlement
actually and reasonably incurred in connection with, or arising
out of, any action, suit, proceeding or claim in which he is made
a party by reason of his being, or having been, such director or
officer.
Section 351.355 also permits such persons to seek
indemnification under any applicable bylaw, agreement, vote of
stockholders or disinterested directors or otherwise. Section
351.355 also permits corporations to maintain insurance for
officers and directors against liabilities incurred while acting
in such capacities, whether or not the corporation would be
empowered to indemnify such persons under this section.
There is also in effect a bylaw provision entitling officers
and directors to be indemnified by the Company from and against
any and all of the expenses, liabilities or other matters covered
by said provision. The Company has executed a security agreement
pursuant to which securities with a market value of approximately
$10 million have been pledged to an agent to collateralize the
obligations of the Company under this bylaw provision.
Item 7: Exemption from Registration Claimed
Not applicable.
Item 8: Exhibits
(4) Articles of Incorporation and Bylaws.
(a) Restated Articles of Incorporation as filed with
the Secretary of State of Missouri on October 8,
1986, were filed in annual report on Form 10-K
dated March 30, 1987, and the same are hereby
incorporated by reference.
(b) First Amendment to Restated Articles of
Incorporation was filed in quarterly report on
Form 10-Q for the period ended June 30, 1987 and
dated July 30, 1987, and the same is hereby
incorporated by reference.
(c) Second Amendment to Restated Articles of
Incorporation was filed in annual report on Form
10-K dated March 22, 1990, and the same is hereby
incorporated by reference.
(d) Third Amendment to Restated Articles of
Incorporation to increase authorized shares to
60,000,000 shares with a par value of $5.00 was
reported in Form
10-Q dated August 6, 1993, and the same is hereby
incorporated by reference.
(e) By-Laws as currently amended were filed in annual
report on Form 10-K dated March 6, 1992, and the
same are hereby incorporated by reference.
(5) Opinion of Blackwell Sanders Matheny Weary & Lombardi
L.C.
(23) Consents of Experts and Counsel
(a) Consent of Blackwell Sanders Matheny Weary &
Lombardi L.C. (included in Exhibit 5).
(b) Consent of KPMG Peat Marwick LLP.
(24) Powers of Attorney.
Item 9: Undertakings
Rule 415 Offering
The Company 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 of 1933 (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;
(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 (i) and (ii) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this
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.
Incorporation of Subsequent Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Company'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.
Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Kansas City, State of Missouri, on August 2, 1995.
COMMERCE BANCSHARES, INC.
By:/s/ T. ALAN PESCHKA
T. Alan Peschka
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on August 2, 1995.
Signature Title
/s/ CHARLES E. TEMPLER Treasurer and Controller (Chief
Charles E. Templer Accounting Officer)
* Chairman of the Board, President
David W. Kemper and Chief Executive Officer
(Chief Executive and Financial
Officer) and Director
Giorgio Balzer )
Fred L. Brown )
W. Thomas Grant, II )
James B. Hebenstreit )
James M. Kemper, Jr. ) A majority of the
Terry O. Meek ) Board of Directors*
Joseph E. O'Brien )
Benjamin F. Rassieur, Jr.)
Dolph C. Simons, Jr. )
Andrew C. Taylor )
Robert H. West )
By: /s/T. Alan Peschka as attorney-in-fact for the
(T. Alan Peschka above officers and directors
Attorney-in-Fact) marked by an asterisk.
EXHIBIT INDEX
EXHIBIT
NUMBER Description of Exhibit
(4)(a) Restated Articles of Incorporation as filed with the
Secretary of State of Missouri on October 8, 1986, were
filed in annual report on Form 10-K dated March 30,
1987, and the same are hereby incorporated by
reference.
(4)(b) First Amendment to Restated Articles of Incorporation
was filed in quarterly report on Form 10-Q for the
period ended June 30, 1987 and dated July 30, 1987, and
the same is hereby incorporated by reference.
(4)(c) Second Amendment to Restated Articles of Incorporation
was filed in annual report on Form 10-K dated March 22,
1990, and the same is hereby incorporated by reference.
(4)(d) Third Amendment to Restated Articles of Incorporation
to increase authorized shares to 60,000,000 shares with
a par value of $5.00 was reported in Form 10-Q dated
August 6, 1993, and the same is hereby incorporated by
reference.
(4)(e) By-Laws as currently amended were filed in annual
report on Form 10-K dated March 6, 1992, and the same
are hereby incorporated by reference.
(5) Opinion of Blackwell Sanders Matheny Weary & Lombardi
L.C.
(23)(a) Consent of Blackwell Sanders Matheny Weary & Lombardi
L.C. (included in Exhibit 5).
(23)(b) Consent of KPMG Peat Marwick LLP.
(24) Powers of Attorney.
EXHIBIT 5
[Blackwell Sanders letterhead}
August 2, 1995
Commerce Bancshares, Inc.
1000 Walnut Street
Kansas City, Missouri 64106
Gentlemen:
We refer to the Registration Statement of Commerce Bancshares,
Inc. (the "Company") on Form S-8 to be filed with the Securities
and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, 2,000,000 shares of the
Company's Common Stock, $5.00 par value (the "Common Stock"), to
be issued upon the exercise of options currently outstanding and
to be granted in the future under the Commerce Bancshares, Inc.
1996 Incentive Stock Option Plan (the "Plan").
We are familiar with the proceedings to date with respect to
such proposed sale and have examined such records, documents and
matters of law and satisfied ourselves as to such matters of fact
as we have considered relevant for the purposes of this opinion.
Based upon the foregoing, it is our opinion that the 2,000,000
shares of Common Stock to be issued under the Plan have been duly
authorized, and, when purchased in accordance with the Plan, will
be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
Blackwell Sanders Matheny Weary & Lombardi
L.C.
EXHIBIT 23(b)
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Commerce Bancshares, Inc.
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Commerce Bancshares, Inc. of our report
dated January 31, 1995, relating to the consolidated balance
sheets of Commerce Bancshares, Inc. and subsidiaries as of
December 31, 1994 and 1993 and the related consolidated
statements of income, cash flows and stockholders' equity for the
years ended December 31, 1994, 1993 and 1992, which report
appears in the December 31, 1994 annual report on Form 10-K of
Commerce Bancshares, Inc.
Very truly yours,
KPMG Peat Marwick LLP
Kansas City, Missouri
August 2, 1995
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby appoint T. Alan Peschka and
Charles E. Templer, or either to them, attorney for the
undersigned and in the name of and on behalf of the
undersigned to sign a Registration Statement on Form
S-8 to be filed by Commerce Bancshares, Inc., together
with any and all amendments which might be required
from time to time with respect thereto, to be filed
with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the Commerce
Bancshares Incentive Stock Option Plan, with full power
and authority in either of said attorneys to do and
perform in the name of and on behalf of the undersigned
every act whatsoever necessary or desirable to be done
in connection therewith as fully and to all intents and
purposes as the undesigned might or could do in person.
Executed this day of May, 1995.
CERTIFICATION
The undersigned Secretary of Commerce Bancshares,
Inc. hereby certifies that a power of attorney in the
form set forth above was executed by each of the
following individuals (including David W. Kemper, who
signed as Chairman of the Board, President and Chief
Executive Officer (Chief Executive and Financial
Officer) and Director) who signed as directors, being a
majority of the Board of Directors of Commerce
Bancshares, Inc., with said powers of attorney having
been executed on various dates between April 26, 1995
and May 5, 1995: Giorgio Balzer, Fred L. Brown, W.
Thomas Grant II, James B. Hebenstreit, James M. Kemper,
Jr., Terry O. Meek, Joseph E. O'Brien, B. Franklin
Rassieur, Jr., Dolph C. Simons, Jr., Andrew C. Taylor,
and Robert H. West.
August 2, 1995 /s/ T. Alan Peschka
T. Alan Peschka
Attorney-in-Fact