As filed with the Securities and Exchange Commission on March 4, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
GILMER FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation
or organization)
218 West Cass Street, Gilmer, Texas
(Address of principal executive offices)
75-2561513
(I.R.S. Employer Identification No.)
75644
(Zip Code)
GILMER FINANCIAL SERVICES, INC.
1995 RECOGNITION AND RETENTION PLAN
(Full title of the plan)
Martin L. Meyrowitz, P.C.
Beth A. Freedman, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
Suite 700 East
1100 New York Avenue, N.W.
Washington, D.C. 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 Amount to be offering price aggregate Amount of
to be registered registered(1) per share offering price registration fee
- --------------------------------------------------------------------------------
Common Stock, par 5,503 shares $14.625 (2) $80,481(2) $100.00(2)
value $.01
per share
(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, pursuant to Rule 457(h), solely for the purpose of calculating
the registration fee, at $14.625 per share, which was the average of the
closing bid and asked prices of the common stock of Gilmer Financial
Services Corporation on February 9, 1999 as reported on the OTC Electronic
Bulletin Board System.
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 Gilmer Financial Services, Inc.
1995 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.
I-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by Gilmer
Financial Services, Inc. (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
June 30, 1998, as amended (File No. 0-25076), filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by audited
financial statements contained in the prospectus referred to in Item
3(a);
(c) the description of the common stock, par value $.01 per share, or
the Registrant contained in the Registrant's Registration Statement
on Form S-1 (Registration No. 33-84334) filed with the Commission on
September 23, 1994, and all amendments thereto 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, 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 the
Secretary, Gilmer Financial Services, Inc., 218 West Cass, Gilmer, Texas 75644,
telephone number (903) 843-5525.
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.
II-1
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation of the Holding Company provides that a
director or officer of the Holding Company shall be indemnified by the Holding
Company to the fullest extent authorized by the Delaware General Corporation Law
against all expenses, liability and loss reasonably incurred or suffered by such
person in connection with his activities as a director or officer or as a
director or officer of another company, if the director or officer held such
position at the request of the Holding Company. Delaware law requires that such
director, officer, employee or agent, in order to be indemnified, must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best interests of the Holding Company and, with respect to any criminal action
or proceeding, either had reasonable cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.
The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other right which a person seeking indemnification may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Holding Company, agreement, vote of stockholders or disinterested
directors or otherwise.
These provisions may have the effect of deterring shareholder derivative
actions, since the Holding Company may ultimately be responsible for expenses
for both parties to the action. A similar effect would not be expected for
third-party claims.
In addition, the Certificate of Incorporation and Delaware law also
provide that the Holding Company may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Holding
Company or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the Holding
Company has the power to indemnify such person against such expense, liability
or loss under the Delaware General Corporation Law. The Holding Company intends
to obtain such insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-2
Item 8. Exhibits.
Reference to Prior
Filing or
Regulation S-K Exhibit Number
Exhibit Attached
Number Document Hereto
- --------------------------------------------------------------------------------
4 Instruments Defining the Rights of Security
Holders, Including Indentures:
Certificate of Incorporation of Gilmer Financial
Services, Inc. ................................ *
Bylaws of Gilmer Financial Services, Inc....... *
Form of Stock Certificate of Gilmer Financial
Services, Inc. ................................ *
Gilmer Financial Services, Inc.
1995 Recognition and Retention Plan............Attached as Exhibit
4.1
Gilmer Financial Services, Inc.
1995 Recognition and Retention Plan Attached as Exhibit
Restricted Stock Agreement..................... 4.2
5 Opinion of Silver, Freedman & Taff, L.L.P............Attached as Exhibit
5
15 Letter on unaudited interim financial
information.......................................... Not Applicable
23 Consents of Experts and Counsel:
Consent of Henry & Peters, P.C. ...............Attached as Exhibit
23.1
Consent of Silver, Freedman & Taff, L.L.P......Attached as Exhibit
23.2
24 Power of Attorney.................................... Contained on
Signature Page
26 Invitations for Competitive Bids..................... Not Applicable
99 Additional Exhibits.................................. Not Applicable
- ----------------------
* Filed as an exhibit to the Registrant's Registration Statement on Form S-1
(File No. 33-84334) filed on September 23, 1994 and all amendments thereto or
reports filed for the purpose of updating such description. All such previously
filed documents are hereby incorporated herein by reference in accordance with
Item 601 of Regulation S-B.
II-3
The Company hereby undertakes that it will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
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, 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 each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act filing of the employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act 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 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
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-4
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 a Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned in the City of Gilmer,
State of Texas on March 2, 1999.
GILMER FINANCIAL SERVICES, INC.
By: /s/ Gary P. Cooper
-------------------------------
Gary P. Cooper, President and
Chief Executive Officer
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gary P. Cooper and M. Vance Gorman 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/ Gary P. Cooper /s/ M. Vance Gorman
- ------------------------------- -------------------------------
Gary P. Cooper M. Vance Gorman
President and Chief Executive Chairman of the Board
Officer
Date: March 2, 1999 Date: March 2, 1999
II-5
/s/ Royce L. Hudgins /s/ Paul D. Williams
- ------------------------------- -------------------------------
Royce L. Hudgins Paul D. Williams
Director Director
Date: March 2, 1999 Date: March 2, 1999
/s/ Tedd R. Austin /s/ Donald G. Bethard
- ------------------------------- -------------------------------
Tedd R. Austin Donald G. Bethard
Director Director
Date: March 2, 1999 Date: March 2, 1999
/s/ Steven W. Sansom
- -------------------------------
Steven W. Sansom
Director
Date: March 2, 1999
II-6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GILMER FINANCIAL SERVICES, INC.
EXHIBIT INDEX
Reference to Prior Filing
or Page Number in
Sequentially
Exhibit Numbered Registration
Number Statement
- --------------------------------------------------------------------------------
4 Instruments Defining the Rights of Security Holders,
Including Indentures:
Certificate of Incorporation of Gilmer Financial *
Services, Inc.
Bylaws of Gilmer Financial Services, Inc. *
Form of Stock Certificate of Gilmer Financial *
Services, Inc.
Gilmer Financial Services, Inc. Exhibit 4.1
1995 Recognition and Retention Plan
Gilmer Financial Services, Inc. Exhibit 4.2
1995 Recognition and Retention Plan
Restricted Stock Agreement
5 Opinion of Silver, Freedman & Taff, L.L.P. Exhibit 5
23.1 Consent of Henry & Peters, P.C. Exhibit 23.1
23.2 Consent of Silver, Freedman & Taff, L.L.P. Exhibit 23.2
24 Power of Attorney Contained on signature
page.
- ----------------------
* Filed as an exhibit to the Registrant's Registration Statement on Form S-1
(File No. 33-84334) filed on September 23, 1994 and all amendments thereto or
reports filed for the purpose of updating such description. All such previously
filed documents are hereby incorporated herein by reference in accordance with
Item 601 of Regulation S-B.