As filed with the Securities and Exchange Commission on August 1, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
CLASSIC BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware 61-1289391
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
344 Seventeenth Street, Ashland, Kentucky 41101
(Address of principal executive offices) (Zip Code)
CLASSIC BANCSHARES, INC.
1996 RECOGNITION AND RETENTION PLAN
(Full title of the plan)
Jane K. Storero, P.C.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
Suite 700 East
1100 New York Avenue, N.W.
Washington, DC 20005-3934
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price offering registration
registered registered(1) per share price fee
- -------------------------------------------------------------------------------
Common Stock,
par value
$.01 per share 52,900 shares $10.8125(2) $571,982(2) $198(2)
===============================================================================
<FN>
(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, based upon the average of the bid and
asked prices of the common stock on the Nasdaq Stock Market of $10.8125
per share on July 29, 1996.
</TABLE
I-1
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 Classic Bancshares, Inc.
1996 Recognition and Retention 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.
II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The following documents previously or concurrently filed by Classic
Bancshares, Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for fiscal year ended March 31,
1996 (File No. 0-27170) filed pursuant to Rule 13a-1 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) all other reports filed by the Company pursuant to Section 12 or 15(d)
of the Exchange Act since the end of the period covered by the Report
referred to above;
(c) the Company's definitive Proxy Statement for its Annual Meeting of
Stockholders held on July 29, 1996; and
(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. 0-27170) filed with the Commission on November 7, 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 Lynette F. Speaks, Secretary, 344 Seventeenth Street, Ashland,
Kentucky 41101, telephone number (606) 325-4789.
II-2
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 Company'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, had 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 corporation's board of directors 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.
II-3
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.
Under a directors' and officers' liability insurance policy, directors and
officers of the Company are insured against certain liabilities.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
Reference to
Prior Filing or
Regulation S-K Exhibit Number
Exhibit Number Document Attached Hereto
- ------------------------------------------------------------------------------
4 Instruments defining the rights of
security holders, including debentures:
Certificate of Incorporation of Classic
Bancshares, Inc. *
Bylaws of Classic Bancshares, Inc. **
Classic Bancshares, Inc. 1996 Recognition
and Retention Plan 4
5 Opinion of Silver, Freedman & Taff, L.L.P. 5
23 Consents of Experts and Counsel:
Consent of Silver, Freedman & Taff, L.L.P. 23.1
Consent of Smith, Goolsby, Artis & Reams,
P.S.C. 23.2
Consent of Griffith, Delaney, Hillman
& Company 23.3
24 Power of Attorney Contained on
Signature Page
- ---------------------------
* Incorporated hereby by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Registration No. 33-97574 filed on
September 29, 1995).
** Incorporated hereby by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (Registration No. 33-97574 filed on
September 29, 1995).
II-4
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 ofsuch 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.
II-5
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 the
requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Ashland, Commonwealth of Kentucky on July 29,
1996.
CLASSIC BANCSHARES, INC.
By: /s/David B. Barbour
--------------------------------------
David B. Barbour, President and Chief
Executive Officer (Duly Authorized
Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David B. Barbour or Lisah M. Frazier, his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
re-substitution, for him or her in his or her 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 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, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming 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 below by the following persons in the
capacities and on the dates indicated.
/s/ C. Cyrus Reynolds /s/ David B. Barbour
- ------------------------------------- -------------------------------------
C. Cyrus Reynolds, Chairman of the David B. Barbour, President and Chief
Board Executive Officer (Principal
Executive and Operating Officer)
Date: July 29, 1996 Date: July 29, 1996
------------------------------ ------------------------------
/s/ Robert L. Goodpaster /s/ John W. Clark
- ------------------------------------- -------------------------------------
Robert L. Goodpaster, Director John W. Clark, Director
Date: July 29, 1996 Date: July 29, 1996
------------------------------ ------------------------------
/s/ Robert B. Keifer, Jr. /s/ Lisah M. Frazier
- ------------------------------------- -------------------------------------
Robert B. Keifer, Jr., Director Lisah M. Frazier, Vice President,
Treasurer and Chief Financial Officer
(Principal Financial and Accounting
Officer)
Date: July 29, 1996 Date: July 29, 1996
------------------------------ ------------------------------
/s/David A. Lang /s/ E. B. Gevedon, Jr.
- ------------------------------------- -------------------------------------
David A. Lang, Director E. B. Gevedon, Jr., Director
/s/Robert A. Moyer, Jr.
- -------------------------------------
Robert A. Moyer, Jr., Director
Date: July 29, 1996
------------------------------
II-6
EXHIBIT INDEX
Reference to
Prior Filing or
Regulation S-K Exhibit Number
Exhibit Number Document Attached Hereto
- ------------------------------------------------------------------------------
4 Instruments defining the rights of
security holders, including debentures:
Certificate of Incorporation of Classic
Bancshares, Inc. *
Bylaws of Classic Bancshares, Inc. **
Classic Bancshares, Inc. 1996 Recognition
and Retention Plan 4
5 Opinion of Silver, Freedman & Taff, L.L.P. 5
23 Consents of Experts and Counsel:
Consent of Silver, Freedman & Taff, L.L.P. 23.1
Consent of Smith, Goolsby, Artis & Reams,
P.S.C. 23.2
Consent of Griffith, Delaney, Hillman
& Company 23.3
24 Power of Attorney Contained on
Signature Page
- ---------------------------
* Incorporated hereby by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Registration No. 33-97574 filed on
September 29, 1995).
** Incorporated hereby by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (Registration No. 33-97574 filed on
September 29, 1995).