AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 2003
REGISTRATION NO. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HIGH COUNTRY BANCORP, INC.
--------------------------
(Exact Name of Registrant as Specified in Its Charter)
COLORADO 84-1438612
- ---------------------------------------- --------------------------------------
(State or Other Jurisdiction of I.R.S. Employer Identification Number)
Incorporation or Organization)
7360 WEST US HIGHWAY 50, SALIDA, COLORADO 81201
- ----------------------------------------- --------------------------------------
(Address of Principal Executive Offices) (Zip Code)
HIGH COUNTRY BANCORP, INC. 2003 INCENTIVE EQUITY AND DEFERRED COMPENSATION PLAN
(FORMERLY THE HIGH COUNTRY BANCORP, INC. 1998 STOCK OPTION AND INCENTIVE PLAN)
- --------------------------------------------------------------------------------
(Full Title of the Plan)
LARRY D. SMITH, PRESIDENT
HIGH COUNTRY BANCORP, INC.
7360 WEST US HIGHWAY 50
SALIDA, COLORADO 81201
------------------------------------
(Name and address of Agent for Service)
719-589-2516
------------
(Telephone Number, Including Area Code of Agent for Service)
Copies to:
JOEL E. RAPPOPORT, ESQUIRE
STRADLEY, RONON, STEVENS & Young, LLP
1220 19th Street, NW, Suite 600
Washington, DC 20036
(202) 822-9611
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) SHARE PRICE FEE
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share 45,000 shares $30.51 (2) $1,372,950 $111.07
==============================================================================================================================
(1) This Registration Statement is only registering shares of Common Stock
issued after the date of this Registration Statement under the High Country
Bancorp, Inc. 2003 Incentive Equity and Deferred Compensation Plan (the
"Plan"), and such additional indeterminate number of shares that may be
issuable by reason of the anti-dilution provisions of the Plan.
(2) Under Rule 457(h), the registration fee may be calculated, inter alia based
upon the average of the high and low selling prices of the Common Stock as
reported on the Nasdaq SmallCap Market on December 18, 2003 of $30.51
per share ($1,372,950 in the aggregate).
Pursuant to General Instruction E to Form S-8, the contents of the
Company's Registration Statement on Form S-8 (Registration No. 333-69053)
originally filed with the Securities and Exchange Commission on December 16,
1998 (the "Prior Registration Statement") are incorporated herein by reference,
except for Item 8 of Part II thereof. This Registration Statement covers 45,000
shares, which together with the 145,475 shares registered under the Prior
Registration Statement, constitute the 190,475 shares of common stock issuable
under the Company's 2003 Incentive Equity and Deferred Compensation Plan
(formerly the High Country Bancorp, Inc. 1998 Stock Option and Incentive Plan).
PART II
ITEM 8. EXHIBITS. INFORMATION REQUIRED IN REGISTRATION STATEMENT
--------
The exhibits scheduled to be filed or included as a part of this
Registration Statement are as follows:
Exhibit No. Description
- ----------- -----------
5.1 Legal Opinion of Stradley, Ronon, Stevens & Young, LLP
23.1 Consent of Grimsley, White & Company
23.2 Consent of Stradley Ronon Stevens & Young, LLP (appears in their
opinion filed as Exhibit 5.1)
24.1 Power of Attorney (contained in signature page to this Registration
Statement)
99.1 High Country Bancorp, Inc. 2003 Incentive Equity and Deferred
Compensation Plan
II-1
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 City of Salida, State of Colorado, on this 29th day of
December, 2003.
HIGH COUNTRY BANCORP, INC.
By: /s/ Larry D. Smith
------------------------------------------
Larry D. Smith
President and Chief Executive Officer
(Duly Authorized Officer)
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.
Each person whose signature appears below constitutes and appoints Larry D.
Smith his attorney-in-fact, with the power of substitution, for him in any and
all capacities to sign any amendments to this Registration Statement on Form
S-8, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Signature Title Date
- --------- ----- ----
By: /s/ Larry D. Smith President and Chief December 29, 2003
----------------------------------------
Larry D. Smith Executive Officer
(Principal Executive Officer)
By: /s/ Frances Pasquale Chief Financial Officer December 29, 2003
----------------------------------------
Frances Pasquale (Principal Financial and
Accounting Officer)
By: /s/ Scott G. Erchul Vice President and Director December 29, 2003
----------------------------------------
Scott G. Erchul
By: /s/ Timothy R. Glenn Director December 29, 2003
----------------------------------------
Timothy R. Glenn
By: /s/ Richard A. Young Director December 29, 2003
----------------------------------------
Richard A. Young
By: /s/ Philip W. Harsh Director December 29, 2003
----------------------------------------
Philip W. Harsh
II-2