As filed with the Securities and Exchange Commission on February 11, 2002
Registration No.
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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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North Central Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Iowa 42-1449849
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
825 Central Avenue
Fort Dodge, Iowa 50501-1237
(515) 576-7531
(Address, including Zip Code, of principal executive offices)
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North Central Bancshares, Inc.
1996 Stock Option Plan
(Full title of the Plan)
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David M. Bradley
Chairman of the Board, President and Chief Executive Officer
North Central Bancshares, Inc.
825 Central Avenue
Fort Dodge, Iowa 50501-1237
(515) 576-7531
Copy to:
W. Edward Bright, Esq.
Thacher Proffitt & Wood
11 West 42nd Street
New York, New York 10036
(212) 789-1200
(Name and address, including Zip Code, telephone number and area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Securities to Amount to be Proposed Maximum Offering Proposed Maximum Amount of
be Registered Registered(1) Price Per Share (2) Aggregate Offering Price (2) Registration Fee
- ----------------------------- -------------- ------------------------- ---------------------------- ----------------
Common Stock, $0.01 par value 40,000 shares $21.67 $866,800 $79.75
(1) In addition to such shares, this registration statement covers an
undetermined number of shares of common stock of North Central Bancshares,
Inc. (the "Company") that, by reason of certain events specified in the
Plan, may become issuable upon exercise of options through the application
of certain anti-dilution provisions.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, on the basis of the
average of the daily high and low sales prices of common stock of the
Company on the NASDAQ Stock Market at the close of trading on February 6,
2002.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
North Central Bancshares, Inc. ("Registrant") previously filed a
Registration Statement ("First Registration Statement") on Form S-8 (File No.
333-33089) on August 7, 1997 covering 401,105 shares of Registrant's Common
Stock issuable pursuant to the North Central Bancshares, Inc. 1996 Stock Option
Plan (the "Plan"). This Registration Statement is being filed for the purpose of
registering 40,000 additional shares of Registrant's Common Stock for issuance
under the Plan. Pursuant to General Instruction E of Form S-8, the contents of
the First Registration Statement are incorporated by reference into this
Registration Statement.
Item 8. Exhibits.
5.1 Opinion of Dickinson, Mackaman, Tyler & Hagen, P.C. as to the
legality of the securities being registered.
23.1 Consent of Dickinson, Mackaman, Tyler & Hagen, P.C.(included
in Exhibit 5.1 hereof).
23.2 Consent of McGladrey & Pullen, LLP.
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 Fort Dodge, State of Iowa on February 1, 2002.
NORTH CENTRAL BANCSHARES, INC.
(Registrant)
By:/s/ David M. Bradley
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David M. Bradley
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
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/s/ David M. Bradley Chairman of the Board, February 1, 2002
- --------------------- President and
David M. Bradley Chief Executive Officer
(Principal executive officer)
/s/ KaRene Egemo Director February 1, 2002
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KaRene Egemo
/s/ Craig R. Barnes Director February 1, 2002
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Craig R. Barnes
/s/ Melvin R. Schroeder Director February 1, 2002
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Melvin R. Schroeder
/s/ Mark M. Thompson Director February 1, 2002
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Mark M. Thompson
/s/ Robert H. Singer, Jr. Director February 1, 2002
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Robert H. Singer, Jr.
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EXHIBIT INDEX
Exhibit
Number Description Page No.
5.1 Opinion of Dickinson, Mackaman, Tyler & Hagen, P.C. as to the
legality of the securities being registered....................... 4
23.1 Consent of Dickinson, Mackaman, Tyler & Hagen, P.C. (included
in Exhibit 5.1 hereof)............................................ 4
23.2 Consent of McGladrey & Pullen, LLP................................ 6
-3-