As filed with the Securities and Exchange Commission on October 22, 2003
Registration No. 333-________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PSB HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1804877
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
1905 WEST STEWART AVENUE
WAUSAU, WI 54401
(Address of principal executive offices) (Zip Code)
PEOPLES STATE BANK PROFIT SHARING 401(K) PLAN
(Full title of the plans)
DAVID A. SVACINA
EXECUTIVE VICE PRESIDENT
PSB HOLDINGS, INC.
1905 WEST STEWART AVENUE
WAUSAU, WI 54401
(715) 842-2191
Copies to:
ARNOLD J. KIBURZ III
RUDER, WARE & MICHLER, L.L.S.C.
P.O. BOX 8050
WAUSAU, WI 54402-8050
(715) 845-4336
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered(1) registered price per share(2) price registration fee
Common stock, 25,000 $33.50 $837,500 $68.00
no par value shares
<FN>
(1)In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered and sold pursuant to the Peoples State Bank Profit Sharing 401(k)
Plan.
(2)Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h) based on the average of the bid and asked price of
PSB Holdings, Inc. common stock on October 16, 2003.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by PSB Holdings, Inc. ("Registrant") and
the Peoples State Bank Profit Sharing 401(k) Plan (the "Plan") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in, and made a part of, this Registration Statement by this
reference:
(1) Registrant's Annual Report on Form 10-K for the year ended December
31, 2002.
(2) Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2003, and June 30, 2003.
(3) Registrant's Current Reports on Form 8-K dated April 22, 2003, June
20, 2003, July 14, 2003, July 23, 2003, and September 3, 2003.
(4) The description of the Registrant's common stock contained in
Exhibit 28(a) of Registrant's Current Report on Form 8-K dated May
30, 1995 (Commission File No. 0-26480) on consecutively numbered
pages 84-90 thereof, and any amendment or report filed pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), for the purposes of updating such
description.
All documents filed by the Registrant and the Plan with the Commission
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a post-
effective amendment to the Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed incorporated by reference to this
Registration Statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Registrant is incorporated under the Wisconsin Business Corporation Law.
Pursuant to sections 180.0850 to 180.0859 of the Wisconsin statutes, subject to
the limitations stated therein, Registrant is required to indemnify any
director or officer against liability and reasonable
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expenses (including attorneys' fees) incurred by such person in the defense of
any threatened, pending or completed civil, criminal, administrative or
investigative action, suit or proceeding in which such person is made a party
by reason of being or having been a director or officer of Registrant, unless
liability was incurred because such person breached or failed to perform a duty
owed to the Registrant which constituted (i) a willful failure to deal fairly
with the Registrant or its shareholders in connection with a matter in which
such person has a material conflict of interest; (ii) a violation of criminal
law, unless such person had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was unlawful; (iii)
a transaction from which such person derived an improper personal profit; or
(iv) willful misconduct. The statute provides that indemnification pursuant to
its provisions is not exclusive of other rights or indemnification to which a
person may be entitled under the Registrant's articles of incorporation or
bylaws, or any written agreement, vote of shareholders or disinterested
directors, or otherwise.
Section 180.0859 of the Wisconsin statutes provides that it is the public
policy of the State of Wisconsin that such indemnification provisions apply, to
the extent applicable to any other proceeding, to, among other things, the
offer, sale or purchase of securities in any proceeding involving a state or
federal statute.
Bylaw X of the Registrant's bylaws require the Registrant to indemnify
its directors and officers to the fullest extent provided under Wisconsin law.
Directors and officers of the Registrant are also insured, subject to certain
specified exclusions and deductible and maximum amounts, against loss from
claims arising in connection with their acting in their respective offices,
which include claims under the Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Peoples State Bank Profit Sharing 401(k) Plan
5.1 Opinion of counsel regarding legality of PSB Holdings common stock is
omitted pursuant to Item 8(a) of Form S-8 as no original issuance
securities will be issued in connection with the plan to which this Form
S-8 relates
5.2 Opinion of counsel regarding ERISA matters is omitted pursuant to Item
8(b) of Form S-8. Registrant undertakes that it has submitted or will
submit the plan to which this Form S-8 relates and any amendments
thereto, to the Internal Revenue Service ("IRS") in a timely manner and
will make all changes required by the IRS in order to qualify the plan
under Section 401 of the Internal Revenue Code.
23.1 Consent of Wipfli LLP
24.1 Powers of attorney are set forth under "Signatures," Part II, page 7 of
this Form S-8
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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 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 (or the most recent post-effective amendment
thereto); and
(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 information required to be included in a post-
effective amendment by those paragraphs is contained in the
periodic reports filed by the Registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(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 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 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
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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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wausau, State of
Wisconsin, on October 22, 2003.
PSB HOLDINGS, INC.
By: DAVID A. SVACINA
David A. Svacina
Executive Vice President
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
the President, the Executive Vice President, and the Treasurer of PSB Holdings,
Inc., and any one of them (with full power to each of them to act alone), his
or her true and lawful attorneys-in-fact and agents, with full power of
substitution, for him or her and on his or her behalf to sign, execute and file
this Registration Statement and any or all amendments (including, without
limitation, post-effective amendments and any amendment or amendments or
abbreviated registration statement increasing the amount of securities for
which registration is being sought) to this Registration Statement, with all
exhibits and any and all documents required to be filed with respect thereto,
with the Securities and Exchange Commission or any regulatory authority,
granting unto such attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying
and confirming all that such attorneys-in-fact and agents, or either of them,
or their substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 22, 2003.
DAVID K. KOPPERUD SCOTT M. CATTANACH
David K. Kopperud, President Scott M. Cattanach
Chief Executive Officer and a Director Treasurer (Principal Financial
Officer and Principal Accounting
Officer)
GORDON P. CONNOR PATRICK L. CROOKS
Gordon P. Connor Patrick L. Crooks
WILLIAM J. FISH CHARLES A. GHIDORZI
William J. Fish Charles A. Ghidorzi
GORDON P. GULLICKSON JOHN H. SONNENTAG
Gordon P. Gullickson John H. Sonnentag
THOMAS R. POLZER THOMAS A. RIISER
Thomas R. Polzer Thomas A. Riiser
WILLIAM M. REIF
William M. Reif
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Pursuant to the requirements of the Securities Act of 1933, Peoples State
Bank, as plan administrator of the Peoples State Bank Profit Sharing 401(k)
Plan, has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Wausau, State of
Wisconsin, on October 22, 2003.
Peoples State Bank
As Plan Administrator
By: DAVID A. SVACINA
David A. Svacina
Executive Vice President
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EXHIBIT INDEX
TO
FORM S-8
OF
PSB HOLDINGS, INC.
PURSUANT TO {section}232.102(D) OF REGULATION S-T
(17 C.F.R. {section}232.102(D))
The following exhibits are filed as part of this Form S-8 Registration
Statement:
4.1 Peoples State Bank Profit Sharing 401(k) Plan
23.1 Consent of Wipfli LLP
24.1 Powers of attorney are set forth under "Signatures," Part II, page 7 of
this Form S-8
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