As filed with the Securities and Exchange Commission on February 1, 2002
Registration No. 333-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WILSON BANK HOLDING COMPANY
(Exact name of Registrant as specified in its Charter)
TENNESSEE
(State or other Jurisdiction of Incorporation or Organization)
62-1497076
(I.R.S. Employee Identification Number)
623 WEST MAIN STREET
LEBANON, TENNESSEE 37087
(615) 444-2265
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
J. RANDALL CLEMONS
WILSON BANK HOLDING COMPANY
623 WEST MAIN STREET
LEBANON, TENNESSEE 37087
(615) 444-2265
(Name, Address, Including Zip Code, and Telephone Number
Including Area Code, of Agent For Service)
Copy to:
BOB F. THOMPSON
BASS, BERRY & SIMS PLC
315 DEADERICK STREET, SUITE 2700
NASHVILLE, TENNESSEE 37238
(615) 742-6200
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement, as
determined by the Registrant.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed Proposed
Title of Each Class of Amount Maximum Maximum Amount of
Securities to be to be Aggregate Price Aggregate Offering Registration
Registered Registered Per Unit(1) Price Fee
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Common Stock, $2.00 par value
Total 600,000 $39.50 $23,700,000 $2,181
===================================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee,
which is calculated in accordance with Rule 457(c).
PROSPECTUS
WILSON BANK HOLDING COMPANY
DIVIDEND REINVESTMENT PLAN
COMMON STOCK
(PAR VALUE $2.00 PER SHARE)
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We are offering through our Dividend Reinvestment Plan (the "Plan") to
all holders of record of our Common Stock, par value $2.00 per share, the
opportunity to reinvest automatically your cash dividends in additional shares
of common stock. Key provisions of the Plan are set forth in this Prospectus.
The price to be paid for shares of common stock purchased under the
Plan will be a market price average, determined as provided in the Plan. Shares
issued under the Plan will be either newly issued shares, treasury shares or
shares purchased for Plan participants in the open market. (See "Purchases" and
"Price.") The shares of common stock registered by the Prospectus will be traded
on the over-the-counter bulletin board and not on any national securities
exchange or the Nasdaq.
This Prospectus relates to 600,000 additional shares of common stock
which we have registered for purchase under the Plan. We are providing this
Prospectus to present and prospective participants in the Plan. You should keep
this Prospectus for future reference.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE COMMON STOCK OR DETERMINED THAT THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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CASH DIVIDENDS, OPTIONAL CASH PAYMENTS AND SHARES OF COMMON STOCK PURCHASED
PURSUANT TO THE PLAN ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY.
The date of this Prospectus is February 1, 2002.
WHERE YOU CAN FIND MORE INFORMATION
Wilson Bank Holding Company (the "Company," which may be referred to as
"we" or "us") has filed with the Securities and Exchange Commission a
registration statement on Form S-3 to register the Common Stock to be issued
under the Plan. As allowed by Commission rules, this Prospectus does not contain
all the information you can find in the registration statement or the exhibits
thereto. The registration statement, including its exhibits and schedules,
contains additional relevant information about us and our common stock. This
Prospectus is a part of the registration statement.
In addition to filing the registration statement with the Commission,
we also file annual, quarterly and current reports, proxy statements and other
information with the Commission under the Securities Exchange Act of 1934. You
may read and copy the information at the public reference rooms of the
Commission at the following location: Public Reference Room, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further information
about the public reference room. Our filings with the Commission are also
available to the public at the Commission's web site at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information
we file with it, which means that we can disclose important information to you
by referring to those documents. The information incorporated by reference is
considered to be an important part of this Prospectus. In addition, information
that we file later with the Commission will automatically update and supersede
the information in this Prospectus and incorporated by reference.
We incorporate by reference the documents listed below and any future
filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we no longer issue securities under the
Plan:
1. Our Annual Report on Form 10-K for the year ended December 31, 2000;
2. Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001, June 30, 2001 and September 30, 2001.
3. The description of the common stock in our Registration Statement on
Form 8-A filed with the Commission on July 13, 1992.
We will promptly furnish you, at no cost, a copy of any and all of the
information that we have incorporated by reference in this Prospectus (without
exhibits, unless such exhibits are specifically incorporated by reference) upon
your telephone or written request to:
Wilson Bank Holding Company
Attention: Becky Taylor
623 West Main Street
Lebanon, Tennessee 37087
(615) 444-2265
2
DIVIDEND REINVESTMENT PLAN
The following, in question and answer form, is a summary of the key
provisions of the Plan. Those holders of common stock who do not wish to
participate in the Plan will continue to receive cash dividends, if and when
declared, by check.
PURPOSE
1. What is the purpose of the Plan?
The Plan provides record owners of common stock with a simple and
convenient way of investing cash dividends in shares of common stock without
payment of any brokerage commissions, service charge or other expense. To the
extent such shares are purchased from us, we will receive additional funds to
finance our continuing operations. The Plan offers eligible holders an
opportunity to invest conveniently for the long-term. The Plan is not intended
to provide a mechanism for generating short-term profits or engaging in other
strategies involving rapid turnover of shares or proliferation of accounts. We
accordingly reserve the right to refuse to allow participation in the Plan and
to modify, suspend or terminate participation by otherwise eligible record
owners who engage in, or who we believe may engage in, such practices or other
practices we deem to be inconsistent with the purposes of the Plan or
detrimental to the Plan or other participants.
ADVANTAGES
2. What are the advantages of the Plan?
As a participant in the Plan you may:
- Purchase additional shares of common stock by reinvesting all
of your cash dividends.
- Simplify your record keeping of additional stock purchases,
since you will receive a statement after every investment.
- Withdraw from the Plan at any time.
PARTICIPATION
3. Who is eligible to participate?
All holders of the common stock are eligible to participate in the
Plan. You may participate only with respect to all of your shares.
4. How do I join the Plan?
If you are eligible to participate, you may join the Plan by signing an
Authorization Card and returning it to us as follows:
Wilson Bank Holding Company
623 West Main Street
Lebanon, Tennessee 37087
Attention: Ms. Becky Taylor
An Authorization Card may be obtained at any time by written request to
us at the above address or by calling Becky Taylor at (615) 444-2265.
3
5. When may I join the Plan?
If you are eligible to participate, you may join the Plan at any time.
If we receive your Authorization Card specifying reinvestment of dividends
before the record date for a dividend payment, reinvestment will commence with
that dividend payment. However, if we receive your Authorization Card on or
after a dividend record date, the reinvestment of dividends through the Plan
will begin with the dividend payment following the next record date.
6. How does the Plan work?
Cash dividends on all of your shares of common stock may be reinvested
automatically for you by us in additional shares of common stock. You may
participate in the Plan only with respect to all of the cash dividends you would
otherwise be entitled to receive.
ADMINISTRATION
7. Who administers the Plan?
We administer the Plan for participants, keep records and perform other
duties relating to the Plan. Certificates representing the shares of common
stock purchased under the Plan will be held at our office until the participant
desires to take custody of the certificate. We encourage participants to take
custody of the certificates as soon as possible after a cash dividend is paid.
Our mailing address is:
Wilson Bank Holding Company
623 West Main Street
Lebanon, Tennessee 37087
Attention: Ms. Becky Taylor
Our telephone number is (615) 444-2265. All completed Authorization
Cards, requests for withdrawal, requests for certificates and all other written
communications regarding the Plan should be sent to us at the above address
(please include your Taxpayer Identification Number or Social Security Number in
your correspondence with us).
COSTS
8. Are there any expenses to participants in connection with purchases
under the Plan?
No. You will incur no brokerage commissions or service charges for the
purchases made under the Plan. We will pay all costs of administration of the
Plan. You may incur tax liability as a result of our payment of expenses in
connection with open market purchases of shares for you as a Plan participant,
as explained under Question 15.
PURCHASES
9. How many shares of common stock will be purchased for my Plan account
and what is the source of shares purchased under the Plan?
If you become a participant in the Plan, the number of shares purchased
for you will depend on the amount of your dividends and market prices of the
common stock. You will receive that number of whole shares equal to the total
amount invested, divided by the purchase price per share. No fractional shares
will be issued and in lieu of receiving fractional shares you will receive a
cash payment.
4
Shares purchased under the Plan will be, at our discretion, either
newly issued shares or shares purchased for Plan participants in the open
market, or a combination of the foregoing. Newly issued shares will be purchased
directly from us.
10. When will shares of common stock be purchased under the Plan?
In the months in which dividends are paid, dividends will normally be
invested concurrently on the dividend payment date. No interest will be paid on
funds held by us pending investment.
PRICE
11. At what price will shares of common stock be purchased under the Plan?
If we elect to sell original issue shares to you, the price at which
these shares will be purchased will equal the average of the reported sale
prices on our common stock for the next preceding thirty (30) business days in
which trades of our common stock took place prior to the investment date;
provided that we will not make purchases of original issue shares at less than
their par value ($2.00 per share).
If we elect to purchase shares in the open market for your account, we
will make these purchases at prevailing open market prices. The price to you
will be the average price of all shares purchased. We commingle your funds with
the funds of the other participants in making purchases for all participants.
REPORTS TO PARTICIPANTS
12. What reports will be sent to participants in the Plan?
After each investment for your account, you will receive a detailed
statement showing the amount invested, the number of shares purchased and the
price per share of each share purchased under the Plan. This statement will
provide a record of the cost of purchases under the Plan and should be retained
for tax purposes.
CERTIFICATES
13. Will stock certificates be issued for shares of common stock purchased
under the Plan?
We will issue to you, without charge, certificates for the number of
full shares purchased for you under the Plan. However, certificates for
fractions of a share will not be issued under any circumstances.
TERMINATION OF PARTICIPATION OR THE PLAN ITSELF
14. How do I terminate participation in the Plan?
You may terminate your participation in the Plan at any time by
notifying us in writing.
If your notice of termination is received on or after the record date
for the next dividend, that dividend will be reinvested for you, but all
subsequent dividends on those shares will be paid to you.
We may suspend or terminate the Plan at any time upon written notice
mailed to each of the Plan's participants.
5
FEDERAL INCOME TAX CONSEQUENCES
15. What are the principal federal income tax consequences of participation
in the Plan?
Even though your dividends on common stock will be reinvested, they are
subject to federal income taxes as if they were paid to you in cash. In
addition, a participant will be treated for federal income tax purposes as
having received a dividend equal to the amount of fees, commissions or other
expenses paid by us, if any, in connection with the purchase of shares for the
participant's account under the Plan. The tax basis per share of common stock
purchased under the Plan is the purchase price per share of the common stock on
the date of the purchase plus the amount of any brokerage charges, if any, paid
by us on behalf of the participant. Participants should consult their own tax
advisors for further information concerning federal income tax consequences and
for information relating to any state tax consequences.
Annually, the administrator will provide each participant with
information for federal income tax purposes regarding dividends on the shares
issued pursuant to the Plan for the participant's account.
INFORMATION
16. Who should be contacted if there is a question about participation in
the Plan?
The Plan is administered for the benefit of our shareholders. All
notices, correspondence, questions or other communications should be addressed
to Wilson Bank Holding Company, Attention: Becky Taylor, Dividend Reinvestment
Plan, 623 West Main Street, Lebanon, Tennessee 37087. The conditions of
participation in the Plan will be governed by the laws of Tennessee.
We will not be liable under the Plan for any act done by us in our role
as Plan administrator carried out in good faith or for any good faith omission
to act including, without limitation, any claims for liability
- arising out of failure to terminate a participant's
participation in the Plan upon the participant's death prior
to receipt of notice in writing of such death;
- with respect to the prices at which shares are purchased or
sold for the participant's account and the time such purchases
or sales are made; and
- relating to the value of the shares acquired for the
participant's account.
17. What happens if we have a common stock rights offering, issue a stock
dividend or declare a stock split?
Any shares of our common stock distributed as a stock dividend or as a
result of a stock split or shares held by the Plan administrator for a
participant will be credited to the participant's account. In the event that we
make available to holders of common stock rights to subscribe to additional
shares, debentures or other securities, the full shares of common stock held for
you under the Plan will be added to the other shares held by you in calculating
the number of shares to which you have a right to subscribe.
USE OF PROCEEDS
We do not know either the number of shares that will ultimately be
purchased under the Plan or the prices at which the shares will be sold, and
therefore we cannot determine how the proceeds will be used. We intend to add
the net proceeds of sales under the Plan of these shares to our general funds to
be available for general corporate purposes.
6
INDEMNIFICATION
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (a) such person acted in good faith;
(b) in the case of conduct in an official capacity with the corporation, he
reasonably believed such conduct was in the corporation's best interests; (c) in
all other cases, he reasonably believed that his conduct was at least not
opposed to the best interests of the corporation; and (d) in connection with any
criminal proceeding, such person had no reasonable cause to believe his conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or officer
was adjudged to be liable to the corporation. The TBCA also provides that in
connection with any proceeding charging improper personal benefit to an officer
or director, no indemnification may be made if such officer or director is
adjudged liable on the basis that such personal benefit is wholly successful, on
the merits or otherwise, in the defense of any proceeding instigated because of
his or her status as a director or officer of a corporation, the TBCA mandates
that the corporation indemnify the director or officer against reasonable
expenses incurred in the proceeding. The TBCA provides that a court of competent
jurisdiction, unless the corporation's charter provides otherwise, upon
application, may order that an officer or director be indemnified for reasonable
expenses if, in consideration of all relevant circumstances, the court
determines that such individual is fairly and reasonably entitled to
indemnification, notwithstanding the fact that (a) such officer or director was
adjudged liable to the corporation in a proceeding by or in the right of the
corporation; (b) such officer or director was adjudged liable on the basis that
personal benefit was improperly received by him; or (c) such officer or director
breached his duty of care to the corporation.
Our charter and bylaws provide that we shall indemnify our directors
and officers to the fullest extent permitted by applicable law. Our bylaws
provide further that we shall advance expenses to each of our directors and
officers to the full extent allowed by the laws of the state of Tennessee, both
as now in effect and as hereafter adopted. Under our charter and bylaws, such
indemnification and advancement of expenses provisions are not exclusive of any
other right that a director or officer may have or acquire both as to action in
his or her official capacity and as to action in another capacity.
We believe that our charter and bylaws provisions are necessary to
attract and retain qualified persons as directors and officers.
We have in effect a directors' and officers' liability insurance policy
which provides coverage for our directors and officers. Under this policy, the
insurer agrees to pay, subject to certain exclusions, for any claim made against
a director or officer for a wrongful act by such director or officer, but only
if and to the extent such director or officer becomes legally obligated to pay
such claim.
PLAN OF DISTRIBUTION
The shares of common stock sold under the Plan are being distributed
directly by us rather than through an underwriter, broker or dealer. There will
be no brokerage commissions or other fees charged to participants in connection
with the purchase of shares under the Plan.
LEGAL OPINION
The validity of the shares of common stock offered under the Plan has
been passed upon for us by Bass, Berry & Sims PLC.
7
EXPERTS
The consolidated financial statements of Wilson Bank Holding Company
and subsidiaries appearing in our Annual Report (Form 10-K) for the year ended
December 31, 2000, have been audited by Maggart and Associates, P.C.,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
8
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY OTHER
INFORMATION. WE ARE NOT MAKING AN OFFER OF SECURITIES IN ANY PLACE WHERE THE
OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS
DOCUMENT.
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TABLE OF CONTENTS
The Plan............................................................................. 3
Purpose.......................................................................... 3
Advantages....................................................................... 3
Participation.................................................................... 3
Administration................................................................... 4
Costs............................................................................ 4
Purchase......................................................................... 4
Price............................................................................ 5
Reports to Participants.......................................................... 5
Certificates..................................................................... 5
Termination of Participation or the Plan Itself.................................. 5
Federal Income Tax Consequences.................................................. 6
Information...................................................................... 6
Use of Proceeds...................................................................... 6
Indemnification...................................................................... 7
Plan Of Distribution................................................................. 7
Legal Opinion........................................................................ 7
Experts.............................................................................. 8
WILSON BANK HOLDING COMPANY
DIVIDEND REINVESTMENT PLAN
COMMON STOCK
($2.00 PAR VALUE PER SHARE)
--------------------
PROSPECTUS
--------------------
DATED FEBRUARY 1, 2002
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission Registration fee....................................... $2,181
Legal fees*............................................................................... 1,000
Accounting Fees*.......................................................................... 1,500
Printing Expenses*........................................................................ 1,000
Miscellaneous*............................................................................ 500
------
Total*.................................................................................... $6,181
- ---------------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (a) such person acted in good faith;
(b) in the case of conduct in an official capacity with the corporation, he
reasonably believed such conduct was in the corporation's best interests; (c) in
all other cases, he reasonably believed that his conduct was at least not
opposed to the best interests of the corporation; and (d) in connection with any
criminal proceeding, such person had no reasonable cause to believe his conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or officer
was adjudged to be liable to the corporation. The TBCA also provides that in
connection with any proceeding charging improper personal benefit to an officer
or director, no indemnification may be made if such officer or director is
adjudged liable on the basis that such personal benefit is wholly successful, on
the merits or otherwise, in the defense of any proceeding instigated because of
his or her status as a director or officer of a corporation, the TBCA mandates
that the corporation indemnify the director or officer against reasonable
expenses incurred in the proceeding. The TBCA provides that a court of competent
jurisdiction, unless the corporation's charter provides otherwise, upon
application, may order that an officer or director be indemnified for reasonable
expenses if, in consideration of all relevant circumstances, the court
determines that such individual is fairly and reasonably entitled to
indemnification, notwithstanding the fact that (a) such officer or director was
adjudged liable to the corporation in a proceeding by or in the right of the
corporation; (b) such officer or director was adjudged liable on the basis that
personal benefit was improperly received by him; or (c) such officer or director
breached his duty of care to the corporation.
Our charter and bylaws provide that we shall indemnify our directors
and officers to the fullest extent permitted by applicable law. Our bylaws
provide further that we shall advance expenses to each of our directors and
officers to the full extent allowed by the laws of the state of Tennessee, both
as now in effect and as hereafter adopted. Under our charter and bylaws, such
indemnification and advancement of expenses provisions are not exclusive of any
other right that a director or officer may have or acquire both as to action in
his or her official capacity and as to action in another capacity.
We believe that our charter and bylaws provisions are necessary to
attract and retain qualified persons as directors and officers.
We have in effect a directors' and officers' liability insurance policy
which provides coverage for our directors and officers. Under this policy, the
insurer agrees to pay, subject to certain exclusions, for any claim made against
a director or officer for a wrongful act by such director or officer, but only
if and to the extent such director or officer becomes legally obligated to pay
such claim.
II-1
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
ITEM 16. EXHIBITS
Exhibit No. Exhibit Description
- ---------- -------------------
4.1 Charter (previously filed as Exhibit 3(a) to the Company's Registration Statement on Form S-4 dated
March 18, 1992 (Registration No. 33-46469) and incorporated herein by reference).
4.2 Bylaws (previously filed as Exhibit 3(a) to the Company's Registration Statement on Form S-4 dated
March 18, 1992 (Registration No. 33-46469) and incorporated herein by reference).
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Maggart & Associates, P.C.
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included at pages II-4 and II-5)
ITEM 17. 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) 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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) 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 (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with
II-2
or furnished to the Commission by the registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference 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 15(d) of
the Securities Exchange Act of 1934 and (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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.
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 for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lebanon, State of Tennessee, on the 31st day of
January, 2002.
WILSON BANK HOLDING COMPANY
By: /s/ J. Randall Clemons
--------------------------------
J. Randall Clemons
President and Chief Executive Officer
II-3
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints J. Randall Clemons and Becky Taylor his or
her true and lawful attorneys-in-fact and agents, 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 and all amendments to this
Registration Statement, and to file the same, 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 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 attorneys-in-fact and agents, 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 by the following persons in the
capacities and as of the dates indicated.
Signature Title Date
- -------------------------------------------- ------------------------------------ -----------------
/s/ J. Randall Clemons President, Chief Executive January 31, 2002
- -------------------------------------------- Officer and Director
J. Randall Clemons
/s/ Becky Taylor Principal Accounting Officer and January 31, 2002
- -------------------------------------------- Chief Financial Officer
Becky Taylor
/s/ Elmer Richerson Executive Vice President January 31, 2002
- -------------------------------------------- & Director
Elmer Richerson
/s/ Charles Bell Director January 31, 2002
- --------------------------------------------
Charles Bell
/s/ Jack W. Bell Director January 31, 2002
- --------------------------------------------
Jack W. Bell
/s/ Mackey Bentley Director January 31, 2002
- --------------------------------------------
Mackey Bentley
/s/ James F. Comer Director January 31, 2002
- --------------------------------------------
James F. Comer
/s/ Jerry L. Franklin Director January 31, 2002
- --------------------------------------------
Jerry L. Franklin
II-4
/s/ John B. Freeman Director January 31, 2002
- --------------------------------------------
John B. Freeman
/s/ Marshall Griffith Director January 31, 2002
- --------------------------------------------
Marshall Griffith
/s/ Harold R. Patton Director January 31, 2002
- --------------------------------------------
Harold R. Patton
/s/ John R. Trice Director January 31, 2002
- --------------------------------------------
John R. Trice
/s/ Robert T. VanHooser, Jr. Director January 31, 2002
- --------------------------------------------
Robert T. VanHooser, Jr.
/s/ James Anthony Patton Director January 31, 2002
- --------------------------------------------
James Anthony Patton
II-5
EXHIBIT INDEX
Exhibit No. Exhibit Description
- ---------- -------------------
4.1 Charter previously filed as Exhibit 3(a) to the Company's Registration Statement on Form S-4 dated
March 18, 1992 (Registration No. 33-46469) and incorporated herein by reference.
4.2 Bylaws (previously filed as Exhibit 3(a) to the Company's Registration Statement on Form S-4 dated
March 18, 1992 (Registration No. 33-46469) and incorporated herein by reference).
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Maggart & Associates P.C.
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included at pages II-4 and II-5)