1
As filed with the Securities and Exchange Commission on November 5, 1996.
Registration No. 333-
- --------------------------------------------------------------------------------
Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THREE RIVERS FINANCIAL CORPORATION
----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 38-3235452
---------------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
123 Portage Avenue
Three Rivers, Michigan 49093
---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Stock Option and Incentive Plan
Recognition and Retention Plan and Trust
(Full title of plans)
G. Richard Gatton
President and Chief Executive Officer
Three Rivers Financial Corporation
123 Portage Avenue
Three Rivers, Michigan 49093
-----------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (616) 279-5117
WITH A COPY TO:
Edward L. Lublin, Esq.
Manatt, Phelps & Phillips, LLP
1501 M Street, N.W., Suite 700
Washington, D.C. 20005
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE (1) PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
Stock Option and Incentive Plan 85,962 $ 13.00 $ 1,117,506 $ 385.35
Recognition and Retention Plan and Trust 34,385 $ 13.00 $ 447,005 $ 754.14
TOTAL 120,347 $ 13.00 $ 1,564,511 $ 540.00
- ----------------------------------------------------------------------------------------------------------------------------------
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 or sold pursuant to the employee benefit plans described herein and
such indeterminate number of shares as may become available as a result of the
adjustment provisions thereof.
(1) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. On October 30, 1996, the latest date a trade was reported,
the average of the high and low prices for the Registrant's shares of Common
Stock as reported on the American Stock Exchange was $13.00.
2
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
Not filed with the Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not filed with the Registration Statement.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Three Rivers Financial Corporation (the
"Registrant") with the Commission are incorporated in this Registration
Statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since June 30, 1996.
(c) The description of the class of securities which is contained in the
Registrant's Registration Statement on Form 8-A, as amended, including any
amendment or report filed for the purpose of updating such information.
All other documents filed by the Registrant 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
this Registration Statement which indicate that all securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
Any statement made in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which is also incorporated or
deemed to be incorporated by reference herein 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
2
3
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities as such.
Section 145. INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE. (a)
A corporation shall have power to indemnify any
person who was or is a party or is threatened to
be made a party to any threatened, pending or
completed action, suit or proceeding, whether
civil, criminal, administrative or investigative
(other than an action by or in the right of the
corporation) by reason of the fact that he is or
was a director, officer, employee or agent of
the corporation, or is or was serving at the
request of the corporation as a director,
officer, employee or agent of another
corporation, partnership, joint venture, trust
or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably
incurred by him in connection with such action,
suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or
not opposed to the best interests of the
corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The
termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that
the person did not act in good faith and in a
manner which he reasonably believed to be in or
not opposed to the best interests of the
corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(b) A corporation shall have the power to
indemnify any person who was or is a party or is
threatened to be made a party to any threatened,
pending or completed action or suit by or in the
right of the corporation to procure a judgment
in its favor by reason of the fact that he is or
was a director, officer, employee or agent of
the corporation, or is or was serving at the
request of the corporation as a director,
officer, employee or agent of another
corporation, partnership, joint venture, trust
or other enterprise against expenses (including
attorneys' fees) actually and reasonably
incurred by him in connection with the defense
or settlement of such action or suit if he acted
in good faith and in a manner he reasonably
believed to be in or not opposed to the best
interests of the corporation and except that no
indemnification shall be made in respect of any
claim, issue or matter as to which such person
shall have been adjudged to be liable to the
corporation unless and only to the extent that
the Court of Chancery or the court in which such
action or suit was brought shall determine upon
application that, despite the adjudication of
liability but in view of all the circumstances
of the case, such person is fairly and
reasonably entitled to indemnity for such
expenses which the Court of Chancery or such
other court shall deem proper.
(c) To the extent that a director,
officer, employee or agent of a corporation has
been successful on the merits or otherwise in
defense of any action, suit or proceeding
referred to in subsections (a) and (b), or in
defense of any claim, issue or matter therein,
he shall be indemnified against expenses
(including attorneys' fees) actually and
reasonably incurred by him in connection
therewith.
(d) Any indemnification under subsections
(a) and (b) (unless ordered by a court) shall be
made by the corporation only as authorized in
the specific case upon a determination that
indemnification of the director, officer,
employee or agent is proper in the circumstances
because he has met the applicable standard of
conduct set forth in subsections (a) and (b).
Such determination shall be made (1) by the
board of directors by a majority vote of a
quorum consisting of directors who were not
parties to such action, suit or proceeding, or
(2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested
directors so directs, by independent legal
counsel in a written opinion, or (3) by the
stockholders.
3
4
(e) Expenses (including attorneys' fees)
incurred by an officer or director in defending
any civil, criminal, administrative or
investigative action, suit or proceeding may be
paid by the corporation in advance of the final
disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount
if it shall ultimately be determined that he is
not entitled to be indemnified by the
corporation as authorized in this Section. Such
expenses (including attorneys' fees) incurred by
other employees and agents may be so paid upon
such terms and conditions, if any, as the board
of directors deems appropriate.
(f) The indemnification and advancement of
expenses provided by, or granted pursuant to,
the other subsections of this section shall not
be deemed exclusive of any other rights to which
those seeking indemnification or advancement of
expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his
official capacity and as to action in another
capacity while holding such office.
(g) A corporation shall have power to
purchase and maintain insurance on behalf of any
person who is or was a director, officer,
employee or agent of the corporation, or is or
was serving at the request of the corporation as
a director, officer, employee or agent of
another corporation, partnership, joint venture,
trust or other enterprise against any liability
asserted against him and incurred by him in any
such capacity, or arising out of his status as
such, whether or not the corporation would have
the power to indemnify him against such
liability under this section.
(h) For purposes of this Section,
references to "the corporation" shall include,
in addition to the resulting corporation, any
constituent corporation (including any
constituent of a constituent) absorbed in a
consolidation or merger, if its separate
existence had continued, would have had power
and authority to indemnify its director,
officers, and employees or agents, so that any
person who is or was a director, officer,
employee or agent of such constituent
corporation, or is or was serving at the request
of such constituent corporation as a director,
officer, employee or agent of another
corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same
position under the provisions of this Section
with respect to the resulting or surviving
corporation as he would have with respect to
such constituent corporation if its separate
existence had continued.
(i) For purposes of this Section,
references to "other enterprises" shall include
employee benefit plans; references to "fines"
shall include any excise taxes assessed on a
person with respect to an employee benefit plan;
and references to "serving at the request of the
corporation" shall include any service as a
director, officer, employee or agent of the
corporation which imposes duties on, or involves
services by, such director, officer, employee or
agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person
who acted in good faith and in a manner he
reasonably believed to be in the interest of the
participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the
corporation" as referred to in this Section.
(j) The indemnification and advancement of
expenses provided by, or granted pursuant to,
this section shall unless otherwise provided
when authorized or ratified, continue as to a
person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit
of the heirs, executors and administrators of
such a person.
Article XVII of the Company's Certificate of Incorporation sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities as such.
4
5
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5.1 Opinion of Manatt, Phelps & Phillips, LLP
23.1 Consent of Manatt, Phelps & Phillips, LLP (included in
Exhibit 5.1)
23.2 Consent of Crowe, Chizek and Company, LLP
25.1 Power of Attorney (included on signature page hereof)
99.1 Stock Option and Incentive Plan
99.2 Recognition and Retention Plan and Trust
Item 9. Undertakings
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:
(a) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(b) 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;
(c) 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 1(a) and 1(b) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference 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 post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13 or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an 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.
5
6
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 Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person the Prospectus is sent or given,
the latest Annual Report to security holders that is incorporated by reference
in the Prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
6
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing of 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 Three Rivers, State of Michigan on November 5,
1996.
THREE RIVERS FINANCIAL CORPORATION
By /s/ G. Richard Gatton
-----------------------------
G. Richard Gatton
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints G. Richard Gatton and Martha Romig his or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all 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 in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signatures Title Date
- ---------- ----- ----
/s/ G. Richard Gatton President, Chief Executive Officer November 5, 1996
- ----------------------- and Director (Principal Executive Officer)
G. Richard Gatton
/s/ Martha Romig Senior Vice President, Chief Financial Officer November 5, 1996
- ----------------------- Secretary and Treasurer
Martha Romig (Principal Financial and Accounting Officer)
/s/ Stephen R. Olson Chairman of the Board November 5, 1996
- -----------------------
Stephen R. Olson
Director November __, 1996
- -----------------------
Larry A. Clark
/s/ G. Verglea Gotfryd Director November 5, 1996
- -----------------------
G. Verglea Gotfryd
/s/ Philip Halverson Director November 5, 1996
- -----------------------
Philip Halverson
/s/ John A. Mathews Director November 5, 1996
- -----------------------
John A. Mathews
Director November __, 1996
- -----------------------
Thomas O. Monroe, Sr.
7
8
EXHIBIT INDEX
5.1 Opinion of Manatt, Phelps & Phillips, LLP
23.1 Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1)
23.2 Consent of Crowe, Chizek and Company, LLP
25.1 Power of Attorney (included on signature page hereof)
99.1 Stock Option and Incentive Plan
99.2 Recognition and Retention Plan and Trust
8