As filed with the Securities and Exchange Commission
on August 7, 1997 REGISTRATION NO.
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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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NORTH CENTRAL BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Iowa 42-1449849
(STATE OR OTHER JURISDICTION (I.R.S. Employer
OF INCORPORATION OR Identification No.)
ORGANIZATION)
825 CENTRAL AVENUE
FORT DODGE, IOWA 50501-1237
(515) 576-7531
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
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NORTH CENTRAL BANCSHARES, INC.
1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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DAVID M. BRADLEY
Chairman of the Board, President and Chief Executive Officer
North Central Bancshares, Inc.
825 Central Avenue
Fort Dodge, Iowa 50501-1237
(515) 576-7531
Copy to:
W. EDWARD BRIGHT, ESQ.
Thacher Proffitt & Wood
Two World Trade Center - 39th Floor
New York, New York 10048
(212) 912-7400
(NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND AREA CODE,
OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Registered(1) Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Price Per Share (2) Aggregate Offering Price (2) Registration Fee
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Common Stock, $0.01 par value 401,105 shares $16.563 $5,653,633 $1,714
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(1) Based on the number of shares of common stock of North Central
Bancshares, Inc. (the "Company") reserved for issuance upon exercise of
options granted pursuant to the North Central Bancshares, Inc. 1996
Stock Option Plan (the "Plan"). In addition to such shares, this
registration statement covers an undetermined number of shares of
common stock of the Company that, by reason of certain events specified
in the Plans, may become issuable upon exercise of options through the
application of certain anti-dilution provisions.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, pursuant to
which 236,000 and 500 shares subject to outstanding options are deemed
to be offered at exercise prices of $12.375 and $13.5625, respectively,
and shares that may be acquired upon exercise of options granted in the
future are deemed to be offered at $16.563 per share, the average of
the daily high and low sales prices of common stock of the Company on
the NASDAQ Stock Market at the close of trading on August 5, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
Note: The document containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed with
the Commission by the Registrant (File No. 0-27672) are incorporated by
reference in this registration statement:
(1) the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, which was filed with the
Commission pursuant to the Exchange Act of 1934, as amended
(the "Exchange Act");
(2) the description of the Registrant's Common Stock (the "Common
Stock") contained in the Registrant's Registration Statement
on Form 8-A, dated January 26, 1996; and
(3) the Registrant's Quarterly Reports on Form 10-Q for the
quarter ended March 31, 1997.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the date of the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents. Any statement contained
herein 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
document which is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
North Central Bancshares, Inc. will provide without charge to
each person to whom this Prospectus is delivered, upon request of any such
person, a copy of any or all of the foregoing documents incorporated herein by
reference (other than exhibits to such documents). Written requests should be
directed to John L. Pierschbacher, North Central Bancshares, Inc., 825 Central
Avenue, Fort Dodge, Iowa 50501-1237. Telephone requests may be directed to (515)
576-7531.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6.
Section 851 of the Iowa Business Corporation Act (the "IBCA")
INTER ALIA, empowers an Iowa corporation to indemnify an individual made a party
to a proceeding because such individual is or was a director against liability
incurred in the proceeding, provided that such individual acted in good faith,
reasonably believed, in the case of conduct in such individual's official
capacity with the corporation, that such individual's conduct was in the
corporation's best interests, or in all other cases, that such individual's
conduct was at least not opposed to the corporation's best interests and, with
respect to a criminal proceeding, had no reasonable cause to believe such
individual's conduct was unlawful. However, indemnification is prohibited either
in connection with a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation, or in connection with any
other proceeding charging improper personal benefit to the director, whether or
not involving action in such director's official capacity, in which such
director was adjudged liable on the basis that personal benefit was improperly
received.
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Section 852 of the IBCA further provides that, unless limited
by its articles of incorporation, a corporation shall indemnify a director who
was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which such director was a party because such director is or was a
director of the corporation against reasonable expenses incurred by such
director in connection with the proceeding.
Section 853 of the IBCA further provides that a corporation
may pay for or reimburse the reasonable expenses incurred by a director who is a
party to a proceeding if such director furnishes the corporation a written
affirmation's of such director's good faith belief that such director has met
the standard of conduct described in Section 851, furnishes the corporation a
written undertaking, to repay the advance if it is ultimately determined that
such director did not meet the standard of conduct, or a determination is made
that the facts then known to those making the determination would not preclude
indemnification.
Section 856 of the IBCA further provides that, unless a
corporation's articles of incorporation provide otherwise, an officer of the
corporation who is not a director is entitled to mandatory indemnification to
the same extent as a director. Additionally, the corporation may indemnify and
advance expenses to an officer, employee or agent of the corporation who is not
a director to the same extent as to a director; and indemnify and advance
expenses to an officer, employee, or agent who is not a director to the extent,
consistent with law, that may be provided by the articles of incorporation,
bylaws, general or specific action of its board of directors, or contract.
Section 857 of the IBCA further provides that a corporation
may purchase and maintain insurance on behalf of an individual who is or was a
director, officer, employee or agent of the corporation, or who, while a
director, officer, employee or agent of the corporation, is or was serving at
the request of the corporation as a director, officer, employee or agent of
another foreign or domestic corporation or organization, against liability
asserted against or incurred by such individual in that capacity or arising from
such individual's status as such, whether or not the corporation would have
power to indemnify such individual under Section 851 or 852 of the IBCA.
Article IX of the Company's Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
shareholders for monetary damages for breach of his fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is expressly prohibited by the IBCA. Article X of the Company's
Certificate of Incorporation requires the Company, among other things, to
indemnify to the fullest extent permitted by the IBCA, any person who is or was
or has agreed to become a director or officer of the Company, who was or is made
a party to, or is threatened to be made a party to, or has become a witness in,
any threatened, pending or completed action, suit or proceeding, including
actions or suits by or in the right of the Company, by reason of such agreement
or service or the fact that such person is, was or has agreed to serve as a
director, officer, employee or agent of another corporation or organization at
the written request of the Company.
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Article X also empowers the Company to purchase and maintain
insurance to protect itself and any person who is or was a director, officer,
employee or agent of the Company or who is or was serving at the written request
of the Company as a director, officer, employee or agent of another corporation
or organization, against any liability, whether or not the Company would have
the power to indemnify those persons against such liability under the law or the
provisions set forth in the Certificate of Incorporation. The Company is also
authorized by its Certificate of Incorporation to enter into individual
indemnification contracts with directors, officers, employees and agents. The
Company's current employment agreement with David M. Bradley obligates the Bank
to either provide Mr. Bradley with indemnification coverage under a standard
directors' and officers' liability policy or to indemnify him to the fullest
extent permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 North Central Bancshares, Inc. 1996 Stock Option Plan.
4.2 Form of Stock Option Agreement for Directors under the North
Central Bancshares, Inc. 1996 Stock Option Plan.
4.3 Form of Stock Option Agreement for Officers and Employees under
the North Central Bancshares, Inc. 1996 Stock Option Plan.
4.4 Certificate of Incorporation of North Central
Bancshares, Inc., incorporated by reference to the
Registrant's Registration Statement on Form 8-A,
dated January 26, 1996, as amended, which was filed
with the Commission pursuant to the Exchange Act.
4.5 By-Laws of North Central Bancshares, Inc.,
incorporated by reference to the Registrant's
Registration Statement on Form 8-A, dated January 26,
1996, as amended, which was filed with the Commission
pursuant to the Exchange Act.
5.1 Opinion of Dickinson, Mackaman, Tyler & Hagen, P.C. as to the
legality of the securities being registered.
23.1 Consent of Dickinson, Mackaman, Tyler & Hagen, P.C.(included in
Exhibit 5.1 hereof).
23.2 Consent of McGladrey & Pullen, LLP.
ITEM 9. UNDERTAKINGS.
A. RULE 415 OFFERING. The undersigned Registrant 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;
(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 to such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the registration statement is on Form
S-3 or Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 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.
B. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. 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 Exchange Act; 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.
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D. FILING OF REGISTRATION ON FORM S-8. Insofar as indemnification for
liabilities arising under the Securities Act 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 such liabilities (other than the payment by the
Registrant for 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 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, 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 Fort Dodge, State of Iowa on August 7, 1997.
NORTH CENTRAL BANCSHARES, INC.
(Registrant)
By: /s/ David M. Bradley
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David M. Bradley
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ David M. Bradley Chairman of the Board, President and August 7, 1997
- -------------------------------- Chief Executive Officer
David M. Bradley (Principal executive officer)
/s/ Karene Egemo Director August 7, 1997
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Karene Egemo
/s/ Howard A. Hecht Director August 7, 1997
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Howard A. Hecht
/s/ Melvin R. Schroeder Director August 7, 1997
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Melvin R. Schroeder
/s/ John M. Peters Director August 7, 1997
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John M. Peters
/s/ Robert H. Singer, Jr. Director August 7, 1997
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Robert H. Singer, Jr.
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
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4.1 North Central Bancshares, Inc. 1996 Stock Option Plan..................................................
4.2 Stock Option Agreement for Directors under the North Central Bancshares, Inc.
1996 Stock Option Plan...............................................................................
4.3 Stock Option Agreement for Officers and Employees under the North Central
Bancshares, Inc. 1996 Stock Option Plan..............................................................
4.4 Certificate of Incorporation of North Central Bancshares, Inc., incorporated by
reference to the Registrant's Registration Statement on Form 8-A,
dated January 26, 1996, as amended, which was filed with the
Commission pursuant to the Exchange Act..............................................................
4.5 By-Laws of North Central Bancshares, Inc., incorporated by reference to the
Registrant's Registration Statement on Form 8-A, dated January 26,
1996, as amended, which was filed with the Commission pursuant to
the Exchange Act.....................................................................................
5.1 Opinion of Dickinson, Mackaman, Tyler & Hagen, P.C. as to the legality of the
securities being registered..........................................................................
23.1 Consent of Dickinson, Mackaman, Tyler & Hagen, P.C. (included in Exhibit 5.1 hereof)
23.2 Consent of McGladrey & Pullen, LLP.....................................................................
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