As filed with the Securities and Exchange Commission
on March 27, 1997.
Registration No. 33-_____
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_____________________________________________
MID-IOWA FINANCIAL CORP.
- ---------------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
Delaware 42-1389053
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
123 West Second Street North
Newton, Iowa 50208
(515) 792-6236
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(Address of Principal Executive Offices)
Mid-Iowa Financial Corp.
1997 Stock Option Plan
- -----------------------------------------------------------------
(Full Title of the Plan)
Cynthia R. Cross, Esquire
Daniel L. Hogans, Esquire
Housley Kantarian & Bronstein, P.C.
1220 19th Street N.W., Suite 700
Washington, D.C. 20036
- -----------------------------------------------------------------
(Name and Address of Agent For Service)
(202) 822-9611
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================
Title of each Proposed Maximum Proposed Maximum Amount of
class of Securities Amount to be Offering Price Aggregate Offering Registration
to be registered registered Per Share Price Fee
- ------------------------------------------------------------------------------------
Common Stock,
$0.01 par value 167,599 (1) $(2) $(2) $394.92
=====================================================================================
<FN>
(1) Maximum number of shares issuable under the Mid-Iowa Financial Corp. 1997
Stock Option Plan, as such amounts may be increased in accordance with said
plan in the event of a merger, consolidation, recapitalization or similar
event involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based
upon the price at which the options may be exercised. 167,599 shares are
being registered hereby, of which 150,248 are under option at a weighted
average exercise price of $7.75 per share ($1,164,422 in the aggregate).
The remainder of such shares, which are not presently subject to option
(17,351 shares), are being registered based upon the average of the bid and
asked prices of the common stock of the Registrant as reported on the
Nasdaq SmallCap Market on March 25, 1997 of $8.00 per share ($138,808
in the aggregate). Therefore, the total amount of the offering being
registered herein is $1,303,230.
</FN>
/TABLE
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
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ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
- ------ INFORMATION*
*Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in the Mid-Iowa Financial Corp. 1997 Stock Option Plan (the
"Plan") in accordance with Rule 428(b)(1). In accordance with
Note to Part I of Form S-8, such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- ------
Mid-Iowa Financial Corp. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "1934 Act") and, accordingly, files periodic reports and
other information with the Commission. Reports, proxy statements
and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Web site that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission,
including the Company. The address for the Commission's Web site
is "http://www.sec.gov".
The following documents are incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1996, as filed with the
Commission on December 24, 1996 (Commission File No. 0-20464).
(b) The Company's Quarterly Report on Form 10-QSB for
the quarter ended December 31, 1996, as filed with the Commission
on February 11, 1997 (Commission File No. 0-20464).
(c) The description of the Company's securities
contained in its Registration Statement on Form 8-A as filed with
the Commission on July 29, 1992 (Commission File No. 0-20464).
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE
OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE
("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE
IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE
DATE OF FILING OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
- ------
Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------
The Company's Certificate of Incorporation provides for
indemnification of officers and directors of the Company to the
extent permissible under Delaware General Corporation Law.
Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation's board of directors to grant
indemnity to directors and officers of the corporation, 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 attorney's 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 attorney's 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.
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.
Under a directors' and officers' liability insurance policy,
directors and officers of the Company are insured against certain
liabilities, including certain liabilities under the Securities
Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not Applicable.
ITEM 8. EXHIBITS
- ------
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.
ITEM 9. UNDERTAKINGS
- ------
1. The undersigned registrant hereby undertakes:
(a) 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;
(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.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (a)(i) and (a)(ii) 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
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1934, to treat each post-effective
amendment as a new registration statement relating to the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.
(c) 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.
(d) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.
2. 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 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to 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.
3. 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 Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are 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.
4. 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Newton, State of Iowa, on March
17, 1997.
MID-IOWA FINANCIAL CORP.
By: /s/ Kevin D. Ulmer
------------------------
Kevin D. Ulmer
President and Chief Executive
Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of Mid-Iowa Financial Corp.,
hereby severally constitute and appoint Kevin D. Ulmer, with full
power of substitution, our true and lawful attorney and agent, to
do any and all things in our names in the capacities indicated
below which said Kevin D. Ulmer may deem necessary or advisable
to enable Mid-Iowa Financial Corp. to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with the registration on Form S-8 of Mid-Iowa
Financial Corp. common stock that may be awarded pursuant to the
Mid-Iowa Financial Corp. 1997 Stock Option Plan, including
specifically, but not limited to, power and authority to sign for
us in our names in the capacities indicated below, the
registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby ratify and
confirm all that said Kevin D. Ulmer shall do or cause to be done
by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
- ----------- ----- -----
/s/ Kevin D. Ulmer
_________________________ Director, President and March 17, 1997
Kevin D. Ulmer Chief Executive Officer
(Principal Executive and
Operating Officer)
/s/ Gary R. Hill
_________________________ Executive Vice President, March 17, 1997
Gary R. Hill Secretary, Treasurer and
Director (Principal Financial
and Accounting Officer)
/s/ John E. Carl
_________________________ Director March 17, 1997
John E. Carl
/s/ Ralph W. McAdoo
_________________________ Director March 17, 1997
Ralph W. McAdoo
/s/ David E. Sandeen
_________________________ Director March 17, 1997
David E. Sandeen
/s/ John Switzer
_________________________ Director March 17, 1997
John Switzer
/s/ Dr. Carney D. Loucks
_________________________ Director March 17, 1997
Dr. Carney D. Loucks
/TABLE
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
5 Opinion of Housley Kantarian & Bronstein, P.C. as to
the legality of the Common Stock being registered
23.1 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5)
23.2 Consent of Independent Certified Public Accountants
99.1 Mid-Iowa Financial Corp. 1997 Stock Option Plan
99.2 Form of Stock Option Agreement to be entered into
with Optionees with respect to Non-Incentive Stock
Options granted under the Mid-Iowa Financial Corp.
1997 Stock Option Plan