Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________________________________
COLUMBIA FINANCIAL OF KENTUCKY, INC.
(Exact name of Registrant as specified in its Articles)
Ohio 61-1319175
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2497 Dixie Highway
Ft. Mitchell, Kentucky 41017
(Address of Principal Executive Offices)
Columbia Financial of Kentucky, Inc.
1999 Stock Option and Incentive Plan
(Full title of the plan)
Robert V. Lynch
Columbia Financial of Kentucky, Inc.
2497 Dixie Highway
Ft. Mitchell, Kentucky 41017
(Name and address of agent for service)
(606) 331-2419
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to offering price aggregate Amount of
to be registered be registered per share offering price registration fee
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Common Shares
No par value 266,095 $ * $2,953,192 $820.99
<FN>
<F*> Of the 266,095 shares being registered, 252,600 may be purchased for
$11.00 per share, upon the exercise of options already granted. The
offering price of the remaining 13,495 shares, which have been
reserved for the future grant of options, has been determined for
purposes of calculating the registration fee pursuant to 17 C.F.R.
[Section] 230.457(h) to be $12.9375 per share on August 16, 1999.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1998, and all documents filed with the Commission
pursuant to the requirements of Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934 ("Exchange Act") since that date are hereby
incorporated by reference.
The description of the Common Shares of the Registrant contained in
the Registrant's Form 8-A, filed with the Commission on March 20, 1998, is
hereby incorporated by reference.
Any definitive Proxy Statement or Information Statement filed
pursuant to Section 14 of the Exchange Act and all documents which may be
filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date hereof 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
also be deemed to be incorporated herein by reference and to be made a part
hereof from the date of filing such documents.
ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
None.
ITEM 6. Indemnification of Directors and Officers.
A. Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by a corporation and provides as follows:
(E)(1) A corporation may indemnify or agree to 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, other than
an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited
liability company, or a partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees, judgments,
fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding
if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, if he had 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 act in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding,
he had reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any
person who was or is a party or is threatened to be made a party, to
any threatened, pending, or completed action or suit by or in the
right of the corporation to procure a judgment in its favor, by
reason of the fact that he is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, actually and reasonably incurred
by him in connection with the defense or settlement of such action or
suit, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect
of any of the following:
(a) Any claim, issue, or matter as to which such person
is adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and only to
the extent that, the court of common pleas or the court in
which such action or suit was brought determines, upon
application, that, despite the adjudication of liability, but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
as the court of common pleas or such other court shall deem
proper;
(b) Any action or suit in which the only liability
asserted against a director is pursuant to section 1701.95 of
the Revised Code.
(3) To the extent that a director, trustee, officer,
employee, member, manager, or agent has been successful on the merits
or otherwise in defense of any action, suit, or proceeding referred
to in divisions (E)(1) and (2) of this section, or in defense of any
claim, issue, or matter therein, he shall be indemnified against
expenses, including attorney's fees, actually and reasonably incurred
by him in connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this
section, 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, trustee, officer, employee, member,
manager, or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in division (E)(1) or
(2) of this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of
directors of the indemnifying corporation who were not and are
not parties to or threatened with any such action, suit, or
proceeding referred to in division (E)(1) or (2) of this
section;
(b) If the quorum described in division (E)(4)(a) of
this section is not obtainable or if a majority vote of a
quorum of disinterested directors so directs, in a written
opinion by independent legal counsel other than an attorney, or
a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation
or any person to be indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which
such action, suit, or proceeding referred to in division (E)(1)
or (2) of this section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under division
(E)(4)(b) of this section shall be promptly communicated to the
person who threatened or brought the action or suit by or in the
right of the corporation under division (E)(2) of this section, and,
within ten days after receipt of such notification, such person
shall have the right to petition the court of common pleas or the
court in which action or suit was brought to review the
reasonableness of such determination.
(5)(a) Unless at the time of a director's act or omission that
is the subject of an action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, the articles or the
regulations of a corporation state, by specific reference to this
division, that the provisions of this division do not apply to the
corporation and unless the only liability asserted against a director
in an action, suit, or proceeding referred to in division (E)(1) or
(2) of this section is pursuant to section 1701.95 of the Revised
Code, expenses, including attorney's fees, incurred by a director in
defending the action, suit, or proceeding shall be paid by the
corporation as they are incurred, in advance of the final disposition
of the action, suit, or proceeding, upon receipt of an undertaking by
or on behalf of the director in which he agrees to do both of the
following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction that
his action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the
corporation or undertaken with reckless disregard for the best
interests of the corporation;
(ii) Reasonably cooperate with the corporation
concerning the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or agent in
defending any action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, may be paid by the corporation as they
are incurred, in advance of the final disposition of the action,
suit, or proceeding, as authorized by the directors in the specific
case, upon receipt of an undertaking by or on behalf of the director,
trustee, officer, employee, member, manager, or agent to repay such
amount, if it ultimately is determined that he is not entitled to be
indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights
granted to those seeking indemnification under the articles, the
regulations, any agreement, a vote of shareholders or disinterested
directors, or otherwise, both as to action in their official
capacities and as to action in another capacity while holding their
offices or positions, and shall continue as to a person who has
ceased to be a director, trustee, officer, employee, member, manager,
or agent and shall inure to the benefit of the heirs, execute, and
administrators of such a person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including, but not limited to, trust
funds, letters of credit, or self-insurance, on behalf of or for any
person who is or was a director, officer, employee, member, manager,
or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, or agent
of another corporation, domestic or foreign, nonprofit or for profit,
a limited liability company, or a partnership, joint venture, trust,
or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to
indemnify him against such liability under this section. Insurance
may be purchased from or maintained with a person in which the
corporation has a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E)(1) or (2) of this section does not limit the
payment of expenses as they are incurred, indemnification, insurance,
or other protection that may be provided pursuant to divisions
(E)(5), (6), and (7) of this section. Divisions (E)(1) and (2) of
this section do not create any obligation to repay or return payments
made by the corporation pursuant to division (E)(5), (6), or (7).
(9) As used in this division, references to "corporation"
includes all constituent corporations in a consolidation or merger
and the new or surviving corporation, so that any person who is or
was a director, officer, employee, trustee, member, manager or agent
of such a constituent corporation, or is or was serving at the
request of such constituent corporation as a director, trustee,
officer, employee, member, manager, or agent of another corporation,
domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise,
shall stand in the same position under this section with respect to
the new or surviving corporation as he would if he had served the new
or surviving corporation in the same capacity.
B. Article Five of the Registrant's Code of Regulations provides
for the indemnification of officers and directors as follows:
Section 5.01. Indemnification. The corporation shall
indemnify any officer or director of the corporation 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 (including, without limitation, any
action threatened or instituted by or in the right of the
corporation), by reason of the fact that he is or was a director,
officer, employee, agent or volunteer of the corporation, or is or
was serving at the request of the corporation as a director, trustee,
officer, employee, member, manager, agent or volunteer of another
corporation (domestic or foreign, nonprofit or for profit), limited
liability company, partnership, joint venture, trust or other
enterprise, against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript
costs), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if his act or omission giving rise to any claim for
indemnification under this Section 5.01 was not occasioned by his
intent to cause injury to the corporation or by his reckless
disregard for the best interests of the corporation, and in respect
of any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful. It shall be presumed that no act
or omission of a person claiming indemnification under this Section
5.01 that gives rise to such claim was occasioned by an intent to
cause injury to the corporation or by a reckless disregard for the
best interests of the corporation and, in respect of any criminal
matter, that such person had no reasonable cause to believe his
conduct was unlawful; the presumption recited in this Section 5.01
can be rebutted only by clear and convincing evidence, and 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, rebut such presumption.
Section 5.02. Court-Approved Indemnification. Anything
contained in the Regulations or elsewhere to the contrary
notwithstanding:
(A) the corporation shall not indemnify any officer or
director of the corporation who was a party to any completed
action or suit instituted by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee, agent or volunteer
of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, member,
manager, agent or volunteer of another corporation (domestic or
foreign, nonprofit or for profit), limited liability company,
partnership, joint venture, trust or other enterprise, in
respect of any claim, issue or matter asserted in such action
or suit as to which he shall have been adjudged to be liable
for an act or omission occasioned by his deliberate intent to
cause injury to the corporation or by his reckless disregard
for the best interests of the corporation, unless and only to
the extent that the Court of Common Pleas of Hamilton County,
Ohio or the court in which such action or suit was brought
shall determine upon application that, despite such
adjudication of liability, and in view of all the circumstances
of the case, he is fairly and reasonably entitled to such
indemnity as such Court of Common Pleas or such other court
shall deem proper; and
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as
contemplated by this Section 5.02.
Section 5.03. Indemnification for Expenses. Anything
contained in the Regulations or elsewhere to the contrary
notwithstanding, to the extent that an officer or director of the
corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Section 5.01, or in
defense of any claim, issue or matter therein, he shall be promptly
indemnified by the corporation against expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) actually and reasonably incurred by him in
connection therewith.
Section 5.04. Determination Required. Any indemnification
required under Section 5.01 and not precluded under Section 5.02
shall be made by the corporation only upon a determination that such
indemnification is proper in the circumstances because the officer or
director has met the applicable standard of conduct set forth in
Section 5.01. Such determination may be made only (A) by a majority
vote of a quorum consisting of directors of the corporation who were
not and are not parties to, or threatened with, any such action, suit
or proceeding, or (B) if such a quorum is not obtainable or if a
majority of a quorum of disinterested directors so directs, in a
written opinion by independent legal counsel other than an attorney,
or a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation, or any
person to be indemnified, within the past five years, or (C) by the
shareholders, or (D) by the Court of Common Pleas of Hamilton County,
Ohio or (if the corporation is a party thereto) the court in which
such action, suit or proceeding was brought, if any; any such
determination may be made by a court under division (D) of this
Section 5.04 at any time including, without limitation, any time
before, during or after the time when any such determination may be
requested of, be under consideration by or have been denied or
disregarded by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by the shareholders
under division (C) of this Section 5.04; and no failure for any
reason to make any such determination, and no decision for any reason
to deny any such determination, by the disinterested directors under
division (A) or by independent legal counsel under division (B) or by
the shareholders under division (C) of this Section 5.04 shall be
evidence in rebuttal of the presumption recited in Section 5.01. Any
determination made by the disinterested directors under division (A)
or by independent legal counsel under division (B) of this Section
5.04 to make indemnification in respect of any claim, issue or matter
asserted in an action or suit threatened or brought by or in the
right of the corporation shall be promptly communicated to the person
who threatened or brought such action or suit, and within ten (10)
days after receipt of such notification such person shall have the
right to petition the Court of Common Pleas of Hamilton County, Ohio
or the court in which such action or suit was brought, if any, to
review the reasonableness of such determination.
Section 5.05. Advances for Expenses. The provisions of
Section 1701.13(E)(5)(a) of the Ohio Revised Code do not apply to the
corporation. Expenses (including, without limitation, attorneys'
fees, filing fees, court reporters' fees and transcript costs)
incurred in defending any action, suit or proceeding referred to in
Section 5.01 shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding to or on behalf of the
officer or director promptly as such expenses are incurred by him,
but only if such officer or director shall first agree, in writing,
to repay all amounts so paid in respect of any claim, issue or other
matter asserted in such action, suit or proceeding in defense of
which he shall not have been successful on the merits or otherwise if
it is proved by clear and convincing evidence in a court of competent
jurisdiction that, in respect of any such claim, issue or other
matter, his relevant action or failure to act was occasioned by his
deliberate intent to cause injury to the corporation or his reckless
disregard for the best interests of the corporation, unless, and only
to the extent that, the Court of Common Pleas of Hamilton County,
Ohio or the court in which such action or suit was brought shall
determine upon application that, despite such determination, and in
view of all of the circumstances, he is fairly and reasonably
entitled to all or part of such indemnification.
Section 5.06. Article Five Not Exclusive. The indemnification
provided by this Article Five shall not be exclusive of, and shall be in
addition to, any other rights to which any person seeking indemnification
may be entitled under the Articles, the Regulations, any agreement, a vote
of disinterested directors, or otherwise, 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 an officer or
director of the corporation and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
Section 5.07. Insurance. The corporation may purchase and maintain
insurance, or furnish similar protection, including but not limited to
trust funds, letters of credit, or self-insurance, for or on behalf of any
person who is or was a director, officer, employee, agent or volunteer of
the corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, agent or volunteer
of another corporation (domestic or foreign, nonprofit or for profit),
limited liability company, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not
the corporation would have the obligation or the power to indemnify him
against such liability under the provisions of this Article Five.
Insurance may be purchased from or maintained with a person in which the
corporation has a financial interest.
Section 5.08. Certain Definitions. For purposes of this Article Five,
and as an example and not by way of limitation:
(A) A person claiming indemnification under this Article Five shall be
deemed to have been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 5.01, or in defense of
any claim, issue or other matter therein, if such action, suit or
proceeding shall be terminated as to such person, with or without
prejudice, without the entry of a judgment or order against him, without a
conviction of him, without the imposition of a fine upon him and without
his payment or agreement to pay any amount in settlement thereof (whether
or not any such termination is based upon a judicial or other determination
of the lack of merit of the claims made against him or otherwise results in
a vindication of him).
(B) References to an "other enterprise" shall include employee tax
benefit plans; references to a "fine" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its
participants or beneficiaries.
Section 5.09. Venue. Any action, suit or proceeding to determine a
claim for, or for repayment to the corporation of, indemnification under
this Article Five may be maintained by the person claiming such
indemnification, or by the corporation, in the Court of Common Pleas of
Hamilton County, Ohio. The corporation and (by claiming or accepting such
indemnification) each such person consent to the exercise of jurisdiction
over its or his person by the Court of Common Pleas of Hamilton County,
Ohio in any such action, suit or proceeding.
ITEM 7. Exemption from Registration Claimed.
Not Applicable.
ITEM 8. Exhibits.
See the Exhibit Index attached hereto.
ITEM 9. Undertakings.
A. Registrant hereby undertakes:
(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 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
a 20% 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)(1)(i) and
(a)(1)(ii) of this section 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 section 15(d)
of the Securities Exchange Act of 1934, that are
incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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. 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
section 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.
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 Ft. Mitchell, Commonwealth of
Kentucky, on August 12, 1999.
COLUMBIA FINANCIAL OF KENTUCKY, INC.
By: /s/ Robert V. Lynch
Robert V. Lynch
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated.
Signature Title Date
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- ----
/s/ Robert V. Lynch President, Chief Executive August 12, 1999
Robert V. Lynch Officer and Director
/s/ Kenneth R. Kelly Director, Chairman of the Board August 12, 1999
Kenneth R. Kelly
/s/ John C. Layne Director August 12, 1999
John C. Layne
/s/ Daniel T. Mistler Director August 12, 1999
Daniel T. Mistler
/s/ Fred A. Tobergte, Sr. Director August 12, 1999
Fred A. Tobergte, Sr.
/s/ Geraldine Zembrodt Director August 12, 1999
Geraldine Zembrodt
/s/ Abijah Adams Treasurer August 12, 1999
Abijah Adams
EXHIBIT INDEX
Exhibit No. Document
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4(a) Columbia Financial of Kentucky, Inc. 1999 Stock Option and
Incentive Plan
4(b) Articles of Incorporation, as amended (Incorporated by
reference to the Form 8-A filed with the SEC on March 20,
1998, Exhibits 2(a) and (b))
5 Opinion of Vorys, Sater, Seymour and Pease LLP as to
legality of shares being offered
23(a) Consent of Independent Public Accountants
23(b) Consent of Vorys, Sater, Seymour and Pease LLP (contained
in Exhibit 5 herein)