As filed with the Securities and Exchange Commission on May 17, 1996
Registration No. 33-_______
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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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ST. LANDRY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 72-1284436
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
459 East Landry Street, Opelousas, Louisiana 70570
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(Address of principal executive offices) (Zip Code)
ST. LANDRY FINANCIAL CORPORATION
1995 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
Martin L. Meyrowitz, P.C.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1100 New York Ave., N.W.
Washington, D.C. 20005
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(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share offering price registration fee
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Common Stock, par value
$.01 per share 45,909 shares $ (2) $651,233(2) $225.00 (2)
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement covers, in addition to the number of
shares set forth above, an indeterminate number of shares which, by
reason of certain events specified in the Plan, may become subject
to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. The proposed maximum offering
price per share represents the average of the (i) exercise price
per share of $13.50, with respect to 24,935 shares subject to
outstanding options that were granted at fair market value, and
(ii) $15.00 per share, the last trade sales price of the
Registrant's Common Stock as reported on the National Daily
Quotation Service or the "pink sheets" by the National Quotation
Bureau on May 15, 1996, with respect to 20,974 shares that are not
subject to outstanding options.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants in the St. Landry
Financial Corporation 1995 Stock Option and Incentive Plan (the "Plan")
as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by LSB
Financial Corp. (the "Company") with the Commission are hereby
incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1995 (File No.
0-25486) filed pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(b) all reports filed by the Company pursuant to Section
12 or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Annual Report referred to
above;
(c) the Company's Definitive Proxy Statement for its
Annual Meeting of Stockholders held on January 23,
1996;
(d) the description of the common stock, par value $.01
per share, of the Company contained in the Company's
Registration Statement on Form 8-A (File No.
0-25486) filed with the Commission on February 2,
1995 and all amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
after the date hereof, and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference into this Registration Statement and to
be a part thereof from the date of the filing of such documents. Any
statement contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and
the Prospectus to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is
deemed to be, incorporated by reference herein or therein 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 and the Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person,
a copy of any or all of the documents incorporated by reference, other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference to the information that is incorporated).
Requests should be directed to H. Andrew Myers, Jr., Executive Vice
President, St. Landry Financial Corporation, 459 East Street, Opelousas,
Louisiana 70570, telephone number (318) 942-5748.
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information,
including financial statements, appearing in the documents incorporated
herein or therein by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article Eleventh of the Registrant's Certificate of Incorporation
provides for indemnification of directors and officers of the Registrant
against any and all liabilities, judgments, fines and reasonable
settlements, costs, expenses and attorneys' fees incurred in any actual,
threatened or potential proceeding, except to the extent that such
indemnification is limited by Delaware law and such law cannot be varied
by contract or bylaw. Article Eleventh also provides for the authority
to purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's Board of Directors to grant indemnity under
certain circumstances to directors and officers, when made, or
threatened to be made, parties to certain proceedings by reason of such
status with the corporation, against judgments, fines, settlements and
expenses, including attorneys' fees. In addition, under certain
circumstances such persons may be indemnified against expenses actually
and reasonably incurred in defense of a proceeding by or on behalf of
the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of
other corporations or enterprises who are serving as such at the request
of the corporation, when such persons are made, or threatened to be
made, parties to certain proceedings by reason of such status, against
judgments, fines, settlements and expenses, including attorneys' fees;
and under certain circumstances, such persons may be indemnified against
expenses actually and reasonably incurred in connection with the defense
or settlement of a proceeding by or in the right of such other
corporation or enterprise. Indemnification is permitted where such
person (i) was acting in good faith; (ii) was acting in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation or other corporation or enterprise, as appropriate; (iii)
with respect to a criminal proceeding, has no reasonable cause to
believe his conduct was unlawful; and (iv) was not adjudged to be liable
to the corporation or other corporation or enterprise (unless the court
where the proceeding was brought determines that such person is fairly
and reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only
following a determination that such indemnification is permissible
because the person being indemnified has met the requisite standard of
conduct. Such determination may be made (i) by the Board of Directors
of the Registrant by a majority vote of a quorum consisting of directors
not at the time parties to such proceeding; or (ii) if such a quorum
cannot be obtained or the quorum so directs, then by independent legal
counsel in a written opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and
officers in defending a proceeding to be paid by the corporation in
advance of the final disposition of such proceedings upon the receipt of
an undertaking by the director or officer to repay such amount if it is
ultimately determined that he is not entitled to be indemnified by the
corporation against such
expenses.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Regulation
S-K Reference to Prior
Exhibit Filing or Exhibit
Number Document Number Attached Hereto
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3.1 Certificate of Incorporation Incorporated herein by
of St. Landry Financial reference to Exhibit 3.1
Corporation of the Company's
Registration Statement on
Form S-1 (Registration
No. 33-87292), filed
December 13, 1994
3.2 Bylaws of St. Landry Incorporated herein by
Financial Corporation reference to Exhibit 3.2
of the Company's
Registration Statement on
Form S-1 (Registration
No. 33-87292), filed
December 13, 1994
4.1 St. Landry Financial Attached as Exhibit 4.1
Corporation 1995 Stock
Option and Incentive Plan,
form of Incentive Stock
Option Agreement and form
of Non-Qualified Stock
Option Agreement
4.2 Specimen form of common Incorporated herein by
stock certificate of reference to Exhibit 4
St. Landry Financial of the Company's
Corporation Registration Statement on
Form S-1 (Registration
No. 33-87292), filed
December 13, 1994
5 Opinion of Silver, Freedman Attached as Exhibit 5
& Taff, L.L.P.
23.1 Consent of Silver, Freedman Attached as Exhibit 23.1
& Taff, L.L.P.
23.2 Consent of John S. Dowling Attached as Exhibit 23.2
& Company, certified public
accountants
24 Power of Attorney Contained on Signature
Page
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 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.
(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 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 of expenses incurred or paid by a director, officer or
controlling person 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of
Opelousas, State of Louisiana on May 15, 1996.
ST. LANDRY FINANCIAL CORPORATION
By: (s) Wayne McK. Gilmore
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Wayne McK. Gilmore, President and
Chief Executive Officer
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wayne McK. Gilmore and H. Andrew
Myers, Jr. or either of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for him and
in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto,
and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and
perform each and every act and thing 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 said attorneys-in-fact and agents or
their substitutes or substitute 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 below by the following persons in
the capacities and on the dates indicated.
(s) Wayne McK. Gilmore (s) H. Kent Aguillard
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Wayne McK. Gilmore, Chairman H. Kent Aguillard, Director
of theBoard, President and
Chief Executive Officer
(Principal Executive and
Operating Officer)
Date: May 15, 1996 Date: May 15, 1996
(s) Anna Lee Dunbar (s) Lynette Young Feucht
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Anna Lee Dunbar, Director Lynette Young Feucht, Director
Date: May 15, 1996 Date: May 15, 1996
(s) Patrick Fontenot (s) Simon Howard Fournier
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Patrick Fontenot, Director Simon Howard Fournier, Director
Date: May 15, 1996 Date: May 15, 1996
(s) Morgan J. Goudeau, III (s) H. Andrew Myers, Jr.
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Morgan J. Goudeau, III, Director H. Andrew Myers, Jr., Executive
Vice President and Director
Date: May 15, 1996 Date: May 15, 1996
(s) Martin A. Roy, Jr. (s) Marvin Schwartzenburg
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Martin A. Roy, Jr., Vice Marvin Schwartzenburg, Director
President, Treasurer and
Director
Date: May 15, 1996 Date: May 15, 1996
(s) Randy C. Tomlinson (s) Robert L. Wolfe, Jr.
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Randy C. Tomlinson, Director Robert L. Wolfe, Jr., Director
Date: May 15, 1996 Date: May 15, 1996
(s) Kathryn Fontenot Chelette Date: May 15, 1996
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Kathryn Fontenot Chelette,
Controller (Principal Financial
and Accounting Officer)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ST. LANDRY FINANCIAL CORPORATION
EXHIBIT INDEX
Page Number
in
Sequentially
Numbered
Exhibit Registration
Number Statement
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3.1 Certificate of Incorporation of St. Landry Not applicable
Financial Corporation (incorporated herein
by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Registra-
tion No. 33-87292, filed December 13, 1994))
3.2 Bylaws of St. Landry Financial Corporation Not applicable
(incorporated herein by reference to Exhibit
3.2 of the Company's Registration Statement
on Form S-1 (Registration No. 33-87292, filed
December 13, 1994))
4.1 St. Landry Financial Corporation 1995 Stock Page 12
Option and Incentive Plan, form of Incentive
Stock Option Agreement and form of Non-
Qualified Stock Option Agreement
4.2 Specimen form of common stock certificate of Not applicable
St. Landry Financial Corporation (Incorporated
herein by reference to Exhibit 4 of the
Company's Registration Statement on Form S-1
(Registration No. 33-87292) filed December 13,
1994)
5 Opinion of Silver, Freedman & Taff, L.L.P. Page 34
23.1 Consent of Silver, Freedman & Taff, L.L.P. Page 35
23.2 Consent of John S. Dowling & Company, certified Page 36
public accountants
24 Power of Attorney Contained on
signature page