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As filed with the Securities and Exchange Commission on February 26, 2002
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BROOKE CORPORATION
(Exact name of registrant as specified in its charter)
KANSAS 48-1009756
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10895 GRANDVIEW DRIVE, SUITE 250
OVERLAND PARK, KANSAS 66210
(913) 661-0123
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
BROOKE CORPORATION 2001 COMPENSATORY STOCK OPTION PLAN
(Full Title of Plan)
LELAND G. ORR
ASSISTANT SECRETARY, TREASURER AND
CHIEF FINANCIAL OFFICER
BROOKE CORPORATION
205 F. STREET
PHILLIPSBURG, KANSAS 67661
(785) 543-3199
(Name, Address, including zip code, and telephone number,
including area code, of agent for service)
With a copy sent to:
ROBERT J. AHRENHOLZ, ESQ.
KUTAK ROCK LLP
717 SEVENTEENTH STREET, SUITE 2900
DENVER, COLORADO 80202
(303) 297-2400
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CALCULATION OF REGISTRATION FEE
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered(1) offering price per aggregate offering registration fee(3)
registered share(2) price(2)
Brooke Corporation 2001
Compensatory Stock
Option Plan:
Common Stock, par value
$1.00 per share 90,000 $25 $2,250,000 $207
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(1)In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
this registration statement shall be deemed to cover an indeterminate
number of additional shares of common stock of the Registrant issuable in
the event the number of shares of the Registrant is increased by reason of
any stock split, stock dividend or other similar transaction.
(2)The amounts set forth above are estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(h)(1) of the rules
and regulations under the Securities Act of 1933, as amended.
(3)Registration fee calculations are based on the filing fee of
$92 per $1,000,000 of securities registered.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed with the Securities and Exchange
Commission (the "Commission") by the Registrant pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:
(a) the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000, as amended;
(b) the Registrant's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2001, as amended;
(c) the Registrant's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 2001, as amended;
(d) the Registrant's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2001, as amended;
(e) the Registrant's Current Report on Form 8-K filed
December 31, 2001;
(f) the Registrant's Current Report on Form 8-K filed
June 1, 2001;
(g) the Registrant's Current Report on Form 8-K filed
September 4, 2001;
(h) the Registrant's Definitive Proxy Statement filed April 12,
2001; and
(i) the description of the Registrant's common stock contained in
the Registrant's Registration Statement on Form 10-SB, including any amendment
or report filed for the purpose of updating such description, is incorporated
herein by reference.
Each document filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities offered herein have been sold or that deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
respective date of filing such documents.
Any statement contained in a document 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 subsequently
filed document that also is or is 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.
Not Applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 17-6305 of the Kansas General Corporate Law provides generally and
in pertinent part that a Kansas corporation may indemnify its directors,
officers, employees or agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in connection with any civil suit or action, except actions by or in the
right of the corporation, or any administrative or investigative proceeding if,
in connection with the matters in issue, they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best interests
of the corporation, and in connection with any criminal suit or proceeding, if
in connection with the matters in issue, they had no reasonable cause to believe
their conduct was unlawful. Section 17-6305 further provides that in connection
with the defense or settlement of any action by or in the right of the
corporation, a Kansas corporation may indemnify its directors, officers, and
employees against expenses actually and reasonably incurred by them in
connection with the defense or settlement of the action or suit if they acted in
good faith and in a manner they reasonably believed to be in, or not opposed to,
the best interests of the corporation.
Article VIII of the Amendment and Restatement to the Articles of
Incorporation of the Registrant requires the Registrant to indemnify its
directors, officers, employees and agents to the maximum extent and in
accordance with the provisions of the Kansas General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.01 Amendment and Restatement to the Articles of Incorporation of the
Company, filed with the Secretary of State for the State of Kansas
on March 16, 2001(1)
4.02 By-laws of the Company (2)
4.03 Certificate of Amendment to the By-laws of the Company, dated July
3, 2000(1)
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5.01 Opinion of counsel regarding legality(3)
23.01 Consent of Independent Accountants(3)
23.02 Consent of counsel (included in Exhibit 5.01)
24.01 Power of Attorney (included on page II-6 of this Registration
Statement)
99.01 Brooke Corporation 2001 Compensatory Stock Option Plan(3)
(1)Incorporated by reference to the Registrant's Quarterly Report on Form 10-QSB
for the quarter ended March 31, 2001.
(2) Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
for the year ended December 31, 2000.
(3) Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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 this 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 this 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% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above 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
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Securities Exchange Act of 1934 that are incorporated by reference in this
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) 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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") 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
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 Overland Park, State of Kansas, on February 25, 2002.
BROOKE CORPORATION
By: /s/ Robert D. Orr
---------------------------------
Robert D. Orr, Chief Executive
Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert D. Orr, his 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 (including post-effective amendments) to this Registration
Statement on Form S-8 and file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, 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/ Michael Hess
- ------------------------ President and Director February 25, 2002
Michael Hess
/s/ Robert D. Orr
- ------------------------ Chief Executive Officer and February 25, 2002
Robert D. Orr Chairman of the Board of
Directors
/s/ Leland G. Orr
- ------------------------ Treasurer, Chief Financial February 25, 2002
Leland G. Orr Officer, Assistant Secretary
and Director
- ------------------------ Director February 25, 2002
John Allen
- ------------------------ Director February 25, 2002
Derrol Hubbard
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.01 Amendment and Restatement to the Articles of Incorporation of
the Company, filed with the Secretary of State for the State of
Kansas on March 16, 2001(1)
4.02 By-laws of the Company (2)
4.03 Certificate of Amendment to the By-laws of the Company, dated
July 3, 2000(1)
5.01 Opinion of counsel regarding legality(3)
23.01 Consent of Independent Accountants(3)
23.02 Consent of counsel (included in Exhibit 5.01)
24.01 Power of Attorney (included on page II-6 of this Registration
Statement)
99.01 Brooke Corporation 2001 Compensatory Stock Option Plan(3)
(1)Incorporated by reference to the Registrant's Quarterly Report on Form 10-QSB
for the quarter ended March 31, 2001.
(2) Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
for the year ended December 31, 2000.
(3) Filed herewith.