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As filed with the Securities and Exchange Commission on February 2, 2000
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST CAPITAL, INC.
(exact name of registrant as specified in its certificate of incorporation)
INDIANA 35-2056949
(state or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
220 FEDERAL DRIVE, N.W.
CORYDON, INDIANA 47112
(812) 738-2198
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
FIRST CAPITAL, INC.
1999 STOCK-BASED INCENTIVE PLAN
and
1998 OFFICERS' AND KEY EMPLOYEES'
STOCK OPTION PLAN OF HCB BANCORP1
(Full Title of the Plans)
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M. CHRIS FREDERICK COPIES TO:
CHIEF FINANCIAL OFFICER ERIC S. KRACOV, ESQUIRE
FIRST CAPITAL, INC. AARON M. KASLOW, ESQUIRE
220 FEDERAL DRIVE, N.W. MULDOON, MURPHY & FAUCETTE LLP
CORYDON, INDIANA 47112 5101 WISCONSIN AVENUE, N.W.
(812) 738-2198 WASHINGTON, D.C. 20016
(Name, address, including zip code, and (202) 362-0840
telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. / X /
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Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered(2) Price Per Share Offering Price Fee
- -----------------------------------------------------------------------------------------------------
Common Stock 76,876
$.01 Par Value Shares (3) $11.00 (4) $845,636 $223
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Common Stock 62,000
$.01 Par Value Shares (5) $11.00 (6) $682,000 $180
- -----------------------------------------------------------------------------------------------------
Common Stock 30,750
$.01 Par Value Shares (7) $11.00 (8) $338,250 $ 89
- -----------------------------------------------------------------------------------------------------
(1)First Capital, Inc. (the "Registrant" or "First Capital") is offering shares
of its common stock pursuant to this plan because in the merger of HCB
Bancorp into First Capital, the Registrant succeeded to HCB Bancorp's
obligations under this plan.
(2)Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the First Capital, Inc. 1999 Stock-Based Incentive Plan (the "Incentive
Plan") and the 1998 Officers' and Key Employees' Stock Option Plan of HCB
Bancorp (as assumed by First Capital) (the "Option Plan") as the result of a
stock split, stock dividend or similar adjustment of the outstanding common
stock of First Capital pursuant to 17 C.F.R. Section 230.416(a).
(3)This number represents the total number of shares of First Capital currently
reserved or available for issuance upon the exercise of stock options
pursuant to the Incentive Plan. This is pursuant to 17 C.F.R. Section 457.
(4)$11.00 represents the market value of First Capital Common Stock on January
27, 2000. No options have been granted under the Incentive Plan to date.
(5)Represents the total number of shares currently reserved or available for
issuance upon the exercise of stock options pursuant to the Option Plan, as
adjusted to reflect the exchange ratio of 15.5 shares of First Capital common
stock for each share of HCB Bancorp common stock ("Exchange Ratio"). This is
pursuant to 17 C.F.R. Section 457.
(6)Represents the market value of the Common Stock on January 27, 2000.
(7)Represents the total number of shares currently reserved or available for
issuance as stock awards under the Incentive Plan.
(8)The market value of the Common Stock on January 27, 2000. All 30,750 shares
have been awarded under the Incentive Plan.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES
ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
Number of Pages
Exhibit Index begins on Page
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FIRST CAPITAL, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. First Capital, Inc. (the "Registrant" or "First Capital") is
offering shares of its common stock pursuant to the First Capital, Inc. 1999
Stock-Based Incentive Plan (the "Incentive Plan") and the 1998 Officers' and Key
Employees' Stock Option Plan of HCB Bancorp (as assumed by First Capital) (the
"Option Plan") because in the merger of HCB Bancorp into First Capital, the
Registrant succeeded to HCB Bancorp's obligations under the Option Plan. The
documents containing the information for the Incentive Plan and the Option Plan
required by Part I of the Registration Statement will be sent or given to the
participants in the plans as specified by Rule 428(b)(1). Such documents are not
filed with the Securities and Exchange Commission (the "SEC") either as a part
of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:
(a) The Form 10-KSB report filed by the Registrant for the year ended June
30, 1999 (File No. 333-76543), filed with the SEC on September 17, 1999 which
includes the consolidated balance sheets of First Capital, Inc. and Subsidiary
as of June 30, 1999 and 1998, and the related consolidated statements of income,
stockholders' equity and cash flows for the years then ended, together with the
related notes and the reports of Monroe Shine & Co., Inc. dated July 22, 1999.
(b) The Form 10-QSB report filed by the Registrant for the fiscal quarter
ended September 30, 1999 (File No. 000-25023), filed with the SEC on November
15, 1999.
(c) The 424(b) Joint Proxy Statement-Prospectus filed by the Registrant,
dated October 7, 1999, (File No. 333-87203), filed with the SEC on October 13,
1999, which includes the financial statements of First Capital, Inc. as of June
30, 1999 and 1998 and for the years then ended by reference to the First
Capital, Inc., Form 10-KSB filed with SEC on September 17, 1999 and also
includes the consolidated balance sheets of HCB Bancorp and Subsidiary as of
December 31, 1998 and 1997, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for the years then ended,
together with the related notes and the reports of Monroe Shine & Co., Inc.
dated January 15, 1999.
(d) The description of Registrant's common stock contained in Registrant's
Form 8-A12G (File No. 000-25023), as filed with the SEC, pursuant to Section
12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule
12b-15 promulgated thereunder, on November 4, 1998 and declared effective on
November 12, 1998, as incorporated by reference from the Registrant's
Registration Statement on Form SB-2 (SEC No. 333-63515) as amended and declared
effective on November 12, 1998.
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(e) All documents filed by the Registrant pursuant to Section 13(a) and
(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which deregisters all securities then
remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, 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 OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
The validity of the Common Stock offered hereby has been passed upon by
Muldoon, Murphy & Faucette LLP, Washington, DC, for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the Indiana Business
Corporation Law as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.
In accordance with the Indiana Business Corporation Law (being Title 23,
Article 1 Chapter 37 of the Indiana Code), the Registrant's Articles of
Incorporation provide as follows:
ARTICLE VII
INDEMNIFICATION
SECTION 7.01. GENERAL PROVISIONS. The corporation shall, to the fullest
extent to which it is empowered to do so by the Indiana Business Corporation Law
or any other applicable laws, as from time to time in effect, indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal, by
reason of the fact that he is or was a director, officer or employee of the
corporation, or who, while serving as such director, officer or employee of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
whether for profit or not, against expenses (including attorneys' fees),
judgments, settlements, penalties and fines (including excise taxes assessed
with respect to employee benefit plans) actually or reasonably incurred by him
in accordance with such action, suit or proceeding, if he acted in good faith
and in a manner he
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reasonably believed, in the case of conduct in his official capacity, was in the
best interest of the corporation, and in all other cases, was not opposed to the
best interests of the corporation, and with respect to any criminal action or
proceeding, he either had reasonable cause to believe his conduct was lawful or
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not meet the prescribed standard of conduct.
SECTION 7.02. INDEMNIFICATION AUTHORIZED. To the extent that a director,
officer or employee of the corporation has been successful, on the merits or
otherwise, in the defense of any action, suit or proceeding referred to in
Section 7.01 of this Article, or in the defense of any claim, issue or matter
therein, the corporation shall indemnify such person against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith. Any other indemnification under Section 7.01 of this Article (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case, upon a determination that indemnification of the director,
officer or employee is permissible in the circumstances because he has met the
applicable standard of conduct. Such determination shall be made (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not at the time parties to such action, suit or proceeding; or (b) if a
quorum cannot be obtained under subdivision (a), by a 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 such action, suit or proceeding; or (c) by
special legal counsel: (I) selected by the board of directors or its committee
in the manner prescribed in subdivision (a) or (b), or (ii) if a quorum of the
board of directors cannot be obtained under subdivision (a) and a committee
cannot be designated under subdivision (b), selected by a majority vote of the
full board of directors (in which selection directors who are parties may
participate); or (d) by stockholders, but shares owned by or voted under the
control of directors who are at the time parties to such action, suit or
proceeding may not be voted on the determination.
Authorization of indemnification and evaluation as to reasonableness of
expenses 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 (c)
to select counsel.
SECTION 7.03. DEFINITION OF GOOD FAITH. For purposes of any determination
under Section 7.01 of this Article, a person shall be deemed to have acted in
good faith and to have otherwise met the applicable standard of conduct set
forth in Section 7.01 if his action is based on information, opinions, reports,
or statements, including financial statements and other financial data, if
prepared or presented by (a) one or more officers or employees of the
corporation or other enterprise whom he reasonably believes to be reliable and
competent in the matters presented; (b) legal counsel, public accountants,
appraisers or other persons as to matters he reasonably believes are within the
person's professional or expert competence; or (c) a committee of the board of
directors of the corporation or another enterprise of which the person is not a
member if he reasonably believes the committee merits confidence. The term
"another enterprise" as used in this Section 7.03 shall mean any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise of which such person is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent. The
provisions of this Section 7.03 shall not be deemed to be exclusive or to limit
in any way the circumstances in which a person may be deemed to have met the
applicable standards of conduct set forth in Section 7.01 of this Article.
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SECTION 7.04. ADVANCEMENT OF EXPENSES. Expenses incurred in connection
with any civil or criminal action, suit or proceeding may be paid for or
reimbursed by the corporation in advance of the final disposition of such
action, suit or proceeding, as authorized in the specific case in the same
manner described in Section 7.02 of this Article, upon receipt of a written
affirmation of the director, officer or employee's good faith belief that he has
met the standard of conduct described in Section 7.01 of this Article and upon
receipt of a written undertaking on behalf of the director, officer or employee
to repay such amount if it shall ultimately be determined that he did not meet
the standard of conduct set forth in this Article, and a determination is made
that the facts then known to those making the determination would not preclude
indemnification under this Article.
SECTION 7.05. NON-EXCLUSIVITY. The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under these Articles of Incorporation,
the corporation's Bylaws, any resolution of the board of directors or
stockholders, any other authorization, whenever adopted, after notice, by a
majority vote of all voting stock then outstanding, or any contract, both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer or employee, and shall inure to the benefit of the heirs,
executors and administrators of such a person.
SECTION 7.06. VESTMENT OF RIGHTS. The right of any individual to
indemnification under this Article shall vest at the time of occurrence or
performance of any event, act or omission giving rise to any action, suit or
proceeding of the nature referred to in Section 7.01 of this Article and, once
vested, shall not later be impaired as a result of any amendment, repeal,
alteration or other modification of any or all of these provisions.
Notwithstanding the foregoing, the indemnification afforded under this Article
shall be applicable to all alleged prior acts or omissions of any individual
seeking indemnification hereunder, regardless of the fact that such alleged acts
or omissions may have occurred prior to the adoption of this Article. To the
extent such prior acts or omissions cannot be deemed to be covered by this
Article, the right of any individual to indemnification shall be governed by the
indemnification provisions in effect at the time of such prior acts or
omissions.
SECTION 7.07. INSURANCE. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against any liability asserted against or incurred by the
individual in that capacity or arising from the individual's status as a
director, officer, employee or agent, whether or not the corporation would have
power to indemnify the individual against the same liability under this Article.
SECTION 7.08. OTHER DEFINITIONS.
For purposes of this Article, serving an employee benefit plan at the
request of the corporation shall include any service as a director, officer or
employee of the corporation which imposes duties on, or involves services by
such director, officer or employee with respect to an employee benefit plan, its
participants, or beneficiaries. A person who acted in good faith and in a manner
he reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" referred to in this
Article.
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For purposes of this Article, "party" includes any individual who is or
was a plaintiff, defendant or respondent in any action, suit or proceeding.
For purposes of this Article, "official capacity," when used with respect
to a director, shall mean the office of director of the corporation; and when
used with respect to an individual other than a director, shall mean the office
in the corporation held by the officer or the employment or agency relationship
undertaking by the employee or agent on behalf of the corporation. "Official
capacity" does not include service for any other foreign or domestic corporation
or any partnership, joint venture, trust, employee benefit plan, or other
enterprise, whether for profit or not, except as set forth in Section 7.01 of
this Article.
SECTION 7.09. BUSINESS EXPENSES. Any payments made to any indemnified
party under this Article under any other right of indemnification shall be
deemed to be an ordinary and necessary business expense of the corporation, and
payment thereof shall not subject any person responsible for the payment, or the
board of directors, to any action for corporate waste or to any similar action.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. LIST OF EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
4 Stock Certificate of First Capital, Inc.1
5 Opinion of Muldoon, Murphy & Faucette LLP, Washington, DC, as to
the legality of the Common Stock registered hereby.
10.1 Form of First Capital, Inc. Stock Option Assumption Agreement for
the 1998 Officers' and Key Employees' Stock Option Plan of HCB
Bancorp.
10.2 First Capital, Inc. 1999 Stock-Based Incentive Plan
10.3 1998 Officers' and Key Employees' Stock Option Plan for HCB
Bancorp.
23.1 Consent of Muldoon, Murphy & Faucette LLP (contained in the
opinion included as Exhibit 5).
23.2 Consent of Monroe Shine & Company, Inc.
24 Power of Attorney is located on the signature pages.
- --------------------------
1 Incorporated herein by reference from the Exhibit of the same number
contained in the Registration Statement on Form S-2 (SEC No. 333-63515),
as amended and declared effective on November 12, 1998.
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ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) 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 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 a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) 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) 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 registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference into this
Registration Statement.
(2) That, for the purpose of determining 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 the 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 registered that remain unsold
at the termination of the Offering.
(b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the
Registrant's or the Plan's annual report pursuant to Section 13(a)
or 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.
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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.
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SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, as amended,
First Capital, Inc. 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 Corydon, State of Indiana, on February 2, 2000.
First Capital, Inc.
By: /s/ William W. Harrod
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William W. Harrod
President, Chief Executive Officer
and Director
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Harrod's) constitutes and appoints William W. Harrod and
Mr. Harrod hereby constitutes and appoints Samuel E. Uhl, as the true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, respectively, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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.
Name Title Date
---- ----- ----
/s/ William W. Harrod President, February 2, 2000
- ---------------------------- Chief Executive Officer and
William W. Harrod Director
(Principal Executive
Officer)
/s/ M. Chris Frederick Chief Financial Officer and February 2, 2000
- ---------------------------- Treasurer (Principal Financial
M. Chris Frederick and Accounting Officer)
/s/ Samuel E. Uhl Chief Operating February 2, 2000
- ---------------------------- Officer and Director
Samuel E. Uhl
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/s/ James G. Pendleton Chairman of the Board February 2, 2000
- -----------------------------
James G. Pendleton
/s/ Mark D. Shireman Director February 2, 2000
- -----------------------------
Mark D. Shireman
/s/ Dennis L. Huber Director February 2, 2000
- ------------------------------
Dennis L. Huber
/s/ Kenneth R. Saulman Director February 2, 2000
- ------------------------------
Kenneth R. Saulman
/s/ John W. Buschemeyer Director February 2, 2000
- ------------------------------
John W. Buschemeyer
/s/ Gerald L. Uhl Director February 2, 2000
- ------------------------------
Gerald L. Uhl
/s/ Earl H. Book Director February 2, 2000
- ------------------------------
Earl H. Book
/s/ James S. Burden Director February 2, 2000
- ------------------------------
James S. Burden
/s/ Marvin E. Kiesler Director February 2, 2000
- ------------------------------
Marvin E. Kiesler
/s/ James E. Nett Director February 2, 2000
- ------------------------------
James E. Nett
/s/ Michael L. Shireman Director February 2, 2000
- ------------------------------
Michael L. Shireman
/s/ Loren E. Voyles Director February 2, 2000
- ------------------------------
Loren E. Voyles
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EXHIBIT INDEX
-------------
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- ----------- -------------------------------------------- --------------------------------- ----------
4 Stock Certificate of First Capital, Inc. Incorporated herein by --
reference from the Exhibits of
the Registrant's Registration
Statement on Form S-2
declared effective by SEC on
November 12, 1998.
5 Opinion of Muldoon, Murphy & Faucette LLP Filed herewith.
10.1 Form of First Capital, Inc. Stock Filed herewith.
Option Assumption Agreement for
the 1998 Officers' and Key Employees' Stock
Option Plan for HCB Bancorp
10.2 First Capital, Inc. 1999 Stock-Based Filed herewith.
Incentive Plan
10.3 1998 Officers' and Key Employees' Stock Filed herewith.
Option Plan for HCB Bancorp
23.1 Consent of Muldoon, Murphy & Faucette LLP Contained in Exhibit 5 hereof.
23.2 Consent of Monroe Shine & Company, Inc. Filed herewith.
24 Power of Attorney Located on the signature page.
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