As filed with the Securities and Exchange Commission on October 23, 1996
Registration No. 333-
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.
STOCK PURCHASE PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the Plan)
Copy to:
J. Daniel Stinnett, Esq. Jeffrey T. Haughey, Esq.
Vice President, Secretary Blackwell Sanders Matheny
and General Counsel Weary and Lombardi L.C.
Commerce Bancshares, Inc. 2300 Main Street, Suite 1100
1000 Walnut Kansas City, Missouri 64108
Kansas City, Missouri 64106 816-264-6800
816-234-2000
(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 150,000 $40.1875(1) $6,028,125(1) $1,827.00(1)
Par Value shares
$5 Per Share
(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
October 18, 1996.
EXPLANATORY NOTES
Pursuant to Instruction E of the General Instructions to Form S-8, the
contents of Registration Statement on Form S-8, File No. 33-28294, are hereby
incorporated by reference.
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.
(i)
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, 1995;
2. The Company's Quarterly Reports on Forms 10-Q for the quarters
ended March 31, 1996 and June 30, 1996; and
3. The description of the Company's Common Stock set forth in the 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 and as amended by Form
8-A12G/A as filed with the Commission on June 10, 1996.
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
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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) Instruments Defining the Rights of Security Holders.
(a) Restated Articles of Incorporation, as currently amended,
were filed in the quarterly report on Form 10-Q for the
quarter ended June 30, 1996, and the same are hereby
incorporated by reference.
(b) Restated By-Laws as currently amended were filed in the
quarterly report on Form 10-Q for the quarter ended June 30,
1996, and the same are hereby incorporated by reference.
(c) Shareholder Rights Plan contained in an Amended and Restated
Rights Agreement was filed on Form 8-A12G/A dated June 7,
1996, and the same is hereby incorporated by reference.
(d) Form of Rights Certificate and Election to Exercise was filed
on Form 8-A12G/A dated June 7, 1996, and the same is hereby
incorporated by reference.
(e) Form of Certificate of Designation of Preferred Stock was
filed on Form 8-A12G/A dated June 7, 1996, and the same is
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:
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(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.
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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 October 23, 1996.
COMMERCE BANCSHARES, INC.
By: /s/Jeffery D. Aberdeen
Jeffery D. Aberdeen
Controller
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 October 23, 1996.
Signature Title
/s/ Jeffery D. Aberdeen Controller (Principal Accounting Officer)
Jeffery D. Aberdeen
* Chairman of the Board, President and
David W. Kemper Chief Executive Officer (Principal
Executive Officer) and Director
/s/ A. Bayard Clark Executive Vice President and Principal
A. Bayard Clark Financial Officer
Giorgio Balzer )
Fred L. Brown )
James B. Hebenstreit )
James M. Kemper, Jr. ) A majority of the
Terry O. Meek ) Board of Directors*
Benjamin F. Rassieur, Jr. )
John H. Robinson, Jr. )
L. W. Stolzer )
Andrew C. Taylor )
By: /s/ Jeffery D. Aberdeen as attorney-in-fact for the above
(Jeffery D. Aberdeen officers and directors marked by
Attorney-in-Fact) an asterisk.
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EXHIBIT INDEX
EXHIBIT
NUMBER Description of Exhibit
(4)(a) Restated Articles of Incorporation, as currently amended were
filed in the quarterly report on Form 10-Q for the quarter
ended June 30, 1996, and the same are hereby incorporated by
reference.
(4)(b) Restated By-Laws as currently amended were filed in the
quarterly report on Form 10-Q for the quarter ended June 30,
1996, and the same are hereby incorporated by reference.
(4)(c) Shareholder Rights Plan contained in an Amended and Restated
Rights Agreement was filed on Form 8-A12G/A dated June 7,
1996, and the same is hereby incorporated by reference.
(4)(d) Form of Rights Certificate and Election to Exercise was filed
on Form 8-A12G/A dated June 7, 1996, and the same is hereby
incorporated by reference.
(4)(e) Form of Certificate of Designation of Preferred Stock was
filed on Form 8-A12G/A dated June 7, 1996, and the same is
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]
October 23, 1996
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, an additional 150,000 shares of the Company's Common Stock,
$5.00 par value (the "Common Stock"), to be issued under the Commerce
Bancshares, Inc. Stock Purchase Plan for Non-Employee Directors (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 additional
150,000 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,
1996, relating to the consolidated balance sheets of Commerce Bancshares,
Inc. and subsidiaries as of December 31, 1995, 1994 and 1993 and the
related consolidated statements of income, cash flows and stockholders'
equity for the years ended December 31, 1995, 1994 and 1993, which report
appears in the December 31, 1995 annual report on Form 10-K of Commerce
Bancshares, Inc.
Very truly yours,
KPMG Peat Marwick LLP
Kansas City, Missouri
October 23, 1996
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby appoint J. Daniel Stinnett and
Jeffery D. Aberdeen, or either of 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 Stock Purchase Plan for Non-Employee
Directors, 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 undersigned might or could do in person.
Executed this 9th day of February, 1996.
CERTIFICATION
The undersigned Controller 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, Chief
Executive 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 February 9, 1996:
David W. Kemper, Giorgio Balzer, Fred L. Brown, James
B. Hebenstreit, James M. Kemper, Jr., Terry O. Meek,
Benjamin F. Rassieur, Jr., John H. Robinson, Jr., L. W.
Stolzer, and Andrew C. Taylor.
October 23, 1996 /s/ Jeffery D. Aberdeen
Jeffery D. Aberdeen
Attorney-in-Fact