Registration No. 333-______
As filed with the Securities and Exchange Commission on
January 11, 1999
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________________________
NORTH ARKANSAS BANCSHARES, INC.
- ------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Tennessee 71-0800742
- ------------------------------- ------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
200 OLIVIA DRIVE
NEWPORT, ARKANSAS 72112
- -------------------------------------------------------
(Address of Principal Executive Offices)
NORTH ARKANSAS BANCSHARES, INC. MANAGEMENT RECOGNITION PLAN
NORTH ARKANSAS BANCSHARES, INC. 1998 STOCK OPTION
AND INCENTIVE PLAN
----------------------------------------------------------
(Full Title of the Plans)
BRAD SNIDER, PRESIDENT
NORTH ARKANSAS BANCSHARES, INC.
200 OLIVIA DRIVE
NEWPORT, ARKANSAS 72112
---------------------------------------
(Name and Address of Agent For Service)
(870) 523-3611
- --------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
COPIES TO:
GARY R. BRONSTEIN, ESQUIRE
J. MARK POERIO, ESQUIRE
JOAN S. GUILFOYLE, ESQUIRE
HOUSLEY KANTARIAN & BRONSTEIN, P.C.
1220 19TH STREET N.W., SUITE 700
WASHINGTON, D.C. 20036
(202) 822-9611
CALCULATION OF REGISTRATION FEE
================================================================================================
Title Of Securities Amount Proposed Maximum Proposed Maximum Amount of
To Be To Be Offering Price Aggregate Offering Registration
Registered Registered (1) Per Share (2) Price (2) Fee
- ------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value 51,842 (2) $540,785 $151.00
================================================================================================
<FN>
(1) Maximum number of shares issuable under the North Arkansas Bancshares, Inc. Management
Recognition Plan (7,406 shares) and the North Arkansas Bancshares, Inc. 1998 Stock Option and
Incentive Plan (44,436 shares), as such amounts may be increased in accordance with said
plans 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. 51,842 shares are being registered hereby, of which
20,442 are under option at a weighted average exercise price of $9.75 per share ($199,310
in the aggregate). The remainder of such shares, which are not presently subject to
option (31,400 shares), are being registered based upon the average of the bid and asked
price of the common stock of the Registrant as reported on the OTC "Electronic Bulletin
Board" on January 11, 1999 of $10.875 per share ($341,475 in the aggregate). Therefore,
the total amount of the offering being registered herein is $540,785.
</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 North Arkansas Bancshares, Inc. Management
Recognition Plan and the North Arkansas Bancshares, Inc. 1998
Stock Option and Incentive Plan (together, the "Plans") 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
- ------
North Arkansas Bancshares, Inc. (the "Company") is subject
to the informational requirements of the Securities Exchange Act
of 1934, as amended (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 June 30, 1998 (Commission File No. 0-23525).
(b) The Company's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1998 (Commission File No. 0-23525).
(c) The description of the Company's securities contained
in the Form 8-A filed with the Commission on December 19, 1997.
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, PRIOR TO THE FILING OF A POST-EFFECTIVE
AMENDMENT WHICH INDICATES THAT ALL SECURITIES OFFERED HAVE BEEN
SOLD OR WHICH DEREGISTERS ALL SECURITIES THEN REMAINING UNSOLD,
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.
1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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INDEMNIFICATION OF DIRECTORS AND OFFICERS OF NEWPORT FEDERAL
SAVINGS BANK
Federal regulations clearly define areas for indemnity coverage
by Newport Federal Savings Bank (the "Bank"), as follows:
(a) Any person against whom any action is brought by reason
of the fact that such person is or was a director or officer of
the Bank shall be indemnified by the Bank for:
(i) Reasonable costs and expenses, including
reasonable attorney's fees, actually paid or incurred
by such person in connection with proceedings related
to the defense or settlement of such action;
(ii) Any amount for which such person becomes liable
by reason of any judgment in such action;
(iii) Reasonable costs and expenses, including
reasonable attorney's fees, actually paid or incurred
in any action to enforce his rights under this
section, if the person attains a final judgment in
favor of such person in such enforcement action.
(b) Indemnification provided for in subparagraph (a) shall
be made to such officer or director only if the requirements of
this subparagraph are met:
(i) The Bank shall make the indemnification provided
by subparagraph (a) in connection with any such action
which results in a final judgment on the merits in
favor of such officer or director.
(ii) The Bank shall make the indemnification provided
by subparagraph (a) in case of settlement of such
action, final judgment against such director or
officer or final judgment in favor of such director or
officer other than on the merits except in relation to
matters as to which he or she shall be adjudged to be
liable for negligence or misconduct in the performance
of his or her duty, only if a majority of
disinterested directors of the Bank determine that
such a director or officer was acting in good faith
within the scope of his or her employment or authority
as he or she could reasonably have perceived it under
the circumstances and for a purpose which he was
reasonably entitled to believe under the circumstances
was in the best interest of the Bank or their members
or stockholders.
(c) As used in this paragraph:
(i) "Action" means any action, suit or other judicial
or administrative proceeding, or threatened
proceeding, whether civil, criminal, or otherwise,
including any appeal or other proceeding for review;
(ii) "Court" includes, without limitation, any court
to which or in which any appeal or any proceeding for
review is brought;
(iii) "Final Judgment" means a judgment, decree, or
order which is appealable and as to which the period
for appeal has expired and no appeal has been taken;
(iv) "Settlement" includes the entry of a judgment by
consent or by confession or upon a plea of guilty or
of nolo contendere.
2
Newport Federal Savings Bank has a directors and officers
liability policy providing for insurance against certain
liabilities incurred by directors and officers of Newport
Federal Savings Bank while serving in their capacities as such.
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF NORTH ARKANSAS
BANCSHARES, INC.
The Tennessee Business Corporation Act requires Tennessee
corporations such as the Company to indemnify a director who was
wholly successful, on the merits or otherwise, in the defense of
any proceeding to which he was a party because he is or was a
director of the corporation against reasonable expenses incurred
by him, unless the corporation's charter provides otherwise.
The Tennessee Business Corporation Act also generally permits
Tennessee corporations to indemnify directors and officers in
the same manner as Article XIII of the Company's Charter
provides. In no event, however, may a Tennessee corporation
indemnify a director if a judgment or other final adjudication
adverse to the director establishes his liability: (i) for any
breach of the duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law; or (iii) for the approval of unlawful distributions.
DIRECTORS AND OFFICERS LIABILITY INSURANCE
Pursuant to its Charter and Tennessee law, the Company is
permitted to purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent
of the Company. The Bank currently maintains such a policy and
it is intended that the Company will become a party to such
policy.
ARTICLE XIII
INDEMNIFICATION
(A) (1) Except as provided in Section (B) of this Article
XIII, the Corporation shall indemnify any director who is made a
party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative, or
investigative ("proceeding"), because he is or was a director
against liability incurred in such proceeding if: (a) he
conducted himself in good faith; (b) he reasonably believed, (i)
in the case of conduct in his official capacity with the
Corporation, that his conduct was in the Corporation's best
interests and (ii) in all other cases, that his conduct was at
least not opposed to its best interests; and (c) in the case of
any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful.
(2) The Corporation shall further indemnify any
director and any officer who is not a director who was wholly
successful, on the merits or otherwise, in the defense of any
proceedings to which he was a party because he is or was a
director or officer of the Corporation against reasonable
expenses incurred by him in connection with the proceeding.
(B) The Corporation shall not indemnify a director 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 him, whether or not involving
action in his official capacity, in which he was adjudged liable
on the basis that personal benefit was improperly received by
him.
(C) The Corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding
in advance of final disposition of the proceeding if: (1) the
director furnishes the Corporation a written affirmation of his
good faith belief that he has met the standard of conduct set
forth in Subsection (A)(1) of this Article XIII; (2) he provides
the Corporation a written undertaking, executed personally or on
his behalf, to repay the advance if it is ultimately determined
that he is not entitled to indemnification; and (3) a
determination is made that the facts then known to those making
the determination would not preclude indemnification under this
Article XIII.
3
(D) The Corporation may not indemnify a director under
Subsection (A)(1) of this Article XIII unless authorized in the
specific case after a determination has been made that
indemnification of the director is permissible in the
circumstances because he has met the standard set forth in
Subsection (A)(1) of this Article XIII. The determination shall
be made:
(1) By the board of directors by majority vote of a
quorum consisting of directors not at the time parties to
the proceeding;
(2) If a quorum cannot be obtained under Subsection
(1) of this Section (D), by majority vote of a committee
duly designated by the board of directors (in which
designation directors who are parties may participate),
consisting solely of two or more directors not at the time
parties to the proceeding;
(3) By independent special legal counsel;
(a) Selected by the board of directors or its
committee in the manner prescribed in Subsections (1) or (2)
of this Section (D);
(b) If a quorum of the board of directors
cannot be obtained under Subsection (1) of this Section (D)
and a committee cannot be designated under Subsection (2) of
this Section (D), selected by majority vote of the full
board of directors (in which selection directors who are
parties may participate); or
(4) By the shareholders, but shares owned by or voted
under the control of directors who are at the time parties
to the proceeding may not be voted on the determination.
(E) Authorization of indemnification under Subsection
(A)(1) of this Article XIII and evaluation that indemnification
is permissible under Subsection (A)(1) of this Article XIII
shall be made in the same manner as the determination that
indemnification is permissible, except that, if the
determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled under Subsection (D)(3) of this
Article XIII to select counsel.
(F) 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 a director hereunder.
(G) The 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, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, employee
benefit plan or other enterprise, against liability asserted
against or incurred by him in that capacity or arising from his
status as a director, officer, employee or agent, whether or not
the Corporation would have power to indemnify him against the
same liability hereunder.
(H) It is the intention of this Article XIII to provide for
indemnification of directors and officers to the fullest extent
permitted by the Tennessee Business Corporation Act, and this
Article XIII shall be interpreted accordingly. If this Article
XIII or any portion hereof shall be invalidated on any ground by
any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses
(including attorneys' fees), judgments, fines, and amounts paid
in settlement with respect to any proceeding, including an
action by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article XIII that
shall not have been invalidated and to the full extent permitted
by applicable law.
If the Tennessee Business Corporation Act is amended or other
Tennessee law is enacted to permit further or additional
indemnification of a director, officer, employee or agent of the
Corporation, then the indemnification of such director, officer,
employee or agent shall be to the fullest extent permitted by
the Tennessee Business Corporation Act, as so amended, or by
such other Tennessee law.
4
(I) The indemnification and advance payment of expenses
provided by this Article XIII shall not be exclusive of any
other rights to which a person may be entitled by law, bylaw,
agreement, vote of stockholders or disinterested directors, or
otherwise.
(J) The indemnification provided by this Article XIII shall
be deemed to be a contract between the Corporation and the
persons entitled to indemnification thereunder, and any repeal
or modification of this Article XVII shall not affect any rights
or obligations then existing with respect to any state of facts
then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon
any such state of facts. The indemnification and advance
payment provided by this Article XIII shall continue as to a
person who has ceased to be a director or officer of the
Corporation and shall inure to his heirs, executors and
administrators.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not Applicable.
ITEM 8. EXHIBITS
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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
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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 end 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, Form S-8 or Form
F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission 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 1933, each 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.
5
(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. Financial statements and
information otherwise required by Section 10(a)(3) of the Act
need not be furnished, provided, that the registrant includes in
the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph and
other information necessary to ensure that all other information
in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19
of this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
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.
6
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 Newport, State of
Arkansas, on December 31, 1998.
NORTH ARKANSAS BANCSHARES, INC.
By:/s/ Brad Snider
________________________________
Brad Snider, President and
Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of North Arkansas Bancshares,
Inc., hereby severally constitute and appoint Brad Snider, who
may act, 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 Brad Snider who may act,
may deem necessary or advisable to enable North Arkansas
Bancshares, Inc. 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 of North Arkansas Bancshares, Inc. common stock,
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 Brad Snider 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 date indicated.
Signatures Title Date
---------- ----- ----
/s/ Brad Snider President, Chief Executive December 31, 1998
- --------------------------- Officer and Director
Brad Snider (Principal Executive,
Accounting and Financial Officer)
/s/ John Minor Chairman of the Board December 31, 1998
- ---------------------------
John Minor
/s/ O.E. Guinn, Jr. Director December 31, 1998
- ---------------------------
O.E. Guinn, Jr.
/s/ Kaneaster Hodges, Jr. Director December 31, 1998
- ---------------------------
Kaneaster Hodges, Jr.
/s/ J. C. McMinn Director December 31, 1998
- ---------------------------
J.C. McMinn
/TABLE
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
5 Opinion of Housley Kantarian & Bronstein, P.C. as
to the validity 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 KPMG LLP
24 Power of Attorney (contained in the signature
page to this registration statement)
99.1 North Arkansas Bancshares, Inc. Management
Recognition Plan and associated grantor trust
agreement
99.2 North Arkansas Bancshares, Inc. 1998 Stock Option
and Incentive Plan
99.3 Form of Stock Option Agreement to be entered into
with Optionees with respect to Incentive Stock
Options granted under the North Arkansas
Bancshares, Inc. 1998 Stock Option and Incentive
Plan
99.4 Form of Stock Option Agreement to be entered into
with Optionees with respect to Non-Incentive
Stock Options granted under the North Arkansas
Bancshares, Inc. 1998 Stock Option and Incentive
Plan
99.5 Form of Agreement to be entered into with
Optionees with respect to Stock Appreciation
Rights granted under the North Arkansas
Bancshares, Inc. 1998 Stock Option and
Incentive Plan
99.6 Notice of MRP Award
99.7 Memorandum concerning taxation of MRP Awards, and
associated election form