As filed with the Securities and Exchange Commission on August 23, 2002
Registration No. 333
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
FIRST SECURITY BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Kentucky
(State or Other Jurisdiction of Incorporation or Organization)
61-1364206
(I.R.S. Employer Identification No.)
318 East Main Street, Lexington, Kentucky 40507
(Address of Principal Executive Offices) (Zip Code)
First Security Bancorp, Inc. Stock Award Plan
(Full Title of the Plan)
John S. Shropshire, President
First Security Bancorp, Inc.
318 East Main Street, Lexington, KY 40507
(Name and Address of Agent for Service)
(859) 367-3718
(Telephone Number, Including Area Code, of Agent for Service)
calculation of registration fee
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities To Be Offering Offering Price Registration
To be Registered Registered(1) Price per (1)(2) Fee
Share(2)
Common Stock, no par 100,000 $20.25 $2,025,000 $186.30
value
(1) Represents the maximum number of shares of First Security Bancorp, Inc.
common stock which may be issued under the First Security Bancorp, Inc. Stock
Award Plan.
(2) Represents the price at which the subject stock options may be executed
pursuant to the First Security Bancorp, Inc. Stock Award Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by First Security Bancorp, Inc.
(the "Company") with the Commission are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001;
(ii) the Company's Current Report on Form 8-K dated January 28, 2002;
(iii) the Company's Quarterly Reports on Form 10-QSB, for the fiscal
quarters ended March 31, 2002 and June 30, 2002; and
(iv) the Company's Current Report on Form 8-K dated July 30, 2002.
All documents filed by the Company 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 indicating that
all securities offered hereby have been sold or deregistering all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Indemnification of corporate directors and officers is governed by
Sections 271B.8-500 through 271B.8-580 of the Kentucky Revised Statutes (the
"Act"). Under the Act, a person may be indemnified by a corporation against
judgments, fines, amounts paid in settlement and reasonable expenses (included
attorneys' fees) actually and necessarily incurred by him in connection with any
threatened or pending suit or proceeding or any appeal thereof (other than an
action by or in the right of the corporation), whether civil or criminal, by
reason of the fact that he is or was a director or officer of the corporation or
is or was serving at the request of the corporation as a director or officer,
employee or agent of another corporation of any type or kind, domestic or
foreign, if such director or officer acted in good faith for a purpose which he
reasonably believed to be in the best interest of the corporation and, in
criminal actions or proceedings only, in addition, had no reasonable cause to
believe that his conduct was unlawful. A Kentucky corporation may indemnify a
director or officer thereof in a suit by or in the right of the corporation
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred as a result of such suit if such
director or officer acted in good faith for a purpose which he reasonably
believed to be in the best interests of the corporation.
Article VIII entitled INDEMNIFICATION, of the Company's Bylaws provides
as follows:
ARTICLE VIII
Indemnification
8.1 Definitions. As used in this Article VIII:
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(a) "Proceeding" means any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, and whether formal or informal;
(b) "Party" includes a person who was, is or is
threatened to be made a named defendant or respondent in a Proceeding;
(c) "Expenses" include attorneys' fees;
(d) "Officer" means any person serving as Chairman
of the Board of Directors, President, Vice-President, Treasurer,
Secretary or any other officer of the Corporation; and
(e) "Director" means an individual who is or was a director of
the Corporation or an individual who, while a director of the
Corporation, is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, limited liability
company, registered limited liability partnership, joint venture,
association, trust, employee benefit plan or other entity. A Director
shall be considered serving an employee benefit plan at the request of
the Corporation if his duties to the Corporation also impose duties on,
or otherwise involve services by, him to the plan or to participants in
or beneficiaries of the plan. "Director" includes, unless the context
requires otherwise, the estate or personal representative of a
director.
8.2 Indemnification by Corporation.
------------------------------
(a) The Corporation shall indemnify any Officer or Director
who is made a Party to any Proceeding by reason of the fact that such
person is or was an Officer or Director if:
(1) Such Officer or Director conducted himself
in good faith; and
(2) Such Officer or Director reasonably believed:
(i) In the case of conduct in his official
capacity with the Corporation, that his conduct was in the best
interests of the Corporation; and
(ii) In all other cases, that his conduct
was at least not opposed to the best interests of the Corporation; and
(3) In the case of any criminal Proceeding, he
had no reasonable cause to believe his conduct was unlawful.
(b) A Director's conduct with respect to an employee benefit
plan for a purpose he reasonably believes to be in the interest of the
participants in and beneficiaries of the plan shall be conduct that
satisfies the requirement of Section 8.2 (a)(2)(ii) of these Bylaws.
(c) Indemnification shall be made against judgments,
penalties, fines, settlements and reasonable Expenses, including legal
Expenses, actually incurred by such Officer or Director in connection
with the Proceeding, except (1) if the Proceeding was by or in the
right of the Corporation, indemnification shall be made only against
such reasonable Expenses and shall not be made in respect of any
Proceeding in which the Officer or Director shall have been adjudged to
be liable to the Corporation, and (2) if the Proceeding charged
improper personal benefit to the Officer or Director and the Officer or
Director was adjudged liable on the basis that improper personal
benefit was improperly received by him, indemnification shall not be
made. The termination of any Proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall
not, by itself, be determinative that the Officer or Director did not
meet the requisite standard of conduct set forth in this Section 8.2.
(d) (1) Reasonable Expenses incurred by an Officer or Director
as a Party to a Proceeding with respect to which indemnity is to be
provided under this Section 8.2 shall be paid or reimbursed by the
Corporation in advance of the final disposition of such Proceeding
provided:
(i) The Corporation receives (I) a written
affirmation by the Officer or Director of his good faith belief that he
has met the requisite standard of conduct set forth in this Section
8.2, and (II) the Corporation receives a written undertaking by or on
behalf of the Officer or Director to repay such amount if it shall
ultimately be determined that he has not met such standard of conduct;
and
(ii) The Corporation's Board of Directors
(or other appropriate decision maker for the Corporation) determines
that the facts then known to the Board of Directors (or decision maker)
would not preclude indemnification under Kentucky law.
(2) The undertaking required herein shall be an
unlimited general obligation of the Officer or Director but shall not
require any security and shall be accepted without reference to the
financial ability of the Officer or Director to make repayment.
(3) Determinations and authorizations of payments
under this Section 8.2(d) shall be made in the manner specified in
Section 8.2(e) of these Bylaws.
(e) (1) The Corporation shall not indemnify an Officer or
Director under this Section 8.2 unless authorized in the specific case
after a determination has been made that indemnification of the Officer
or Director is permissible in the circumstances because he has met the
standard of conduct set forth in this Section 8.2.
(2) Such determination shall be made:
(i) By the Corporation's Board of
Directors by majority vote of a quorum consisting of directors not at
the time Parties to the Proceeding;
(ii) If a quorum cannot be obtained under
Section 8.2(e)(2)(i) of these Bylaws, by
majority vote of a committee duly designated by the Corporation's Board
of Directors (in which designation directors who are Parties may
participate), consisting solely of two (2) or more directors not at the
time Parties to the Proceeding; or
(iii) By special legal counsel:
(I) Selected by the Corporation's
Board of Directors or its committee in the manner prescribed in
Sections 8.2(e)(2)(i) and (ii) of these Bylaws; or
(II) If a quorum of the Board of
Directors cannot be obtained under Section 8.2(e)(2)(i) of these Bylaws
and a committee cannot be designated under Section 8.2(e)(2)(ii) of
these Bylaws, selected by a majority vote of the full Board of
Directors (in which selection directors who are Parties may
participate); or
(iv) By the shareholders, provided that
shares owned by or voted under the control of Directors who are at the
time Parties to the Proceeding shall not be voted on the determination.
(3) Authorization of indemnification and evaluation
as to reasonableness of Expenses shall be made in the same manner as
the determination that indemnification is permissible, except that if
the determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of Expenses shall
be made by those entitled under Section 8.2(e)(2)(iii) of these Bylaws
to select counsel.
8.3 Further Indemnification. Notwithstanding any limitation
imposed by Section 8.2 of these Bylaws or elsewhere and in addition to
the indemnification set forth in Section 8.2 of these Bylaws, the
Corporation, to the full extent permitted by law, may agree by contract
or otherwise to indemnify any Officer or Director and hold him harmless
against any judgments, penalties, fines, settlements and reasonable
Expenses actually incurred or reasonably anticipated in connection with
any Proceeding in which any Officer or Director is a Party, provided
the Officer or Director was made a Party to such Proceeding by reason
of the fact that he is or was an Officer or Director of the Corporation
or by reason of any inaction, nondisclosure, action or statement made,
taken or omitted by or on behalf of the Officer or Director with
respect to the Corporation or by or on behalf of the Officer or
Director in his capacity as an Officer or Director.
8.4 Insurance. The Corporation may, in the discretion of the
Board of Directors, purchase and maintain or cause to be purchased and
maintained insurance on behalf of all Officers and Directors against
any liability asserted against them or incurred by them in their
capacity or arising out of their status as an Officer or Director, to
the extent such insurance is reasonably available. Such insurance shall
provide such coverage for the Officers and Directors as the Board of
Directors may deem appropriate.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following Exhibits are filed herein:
Exhibit No. Description
4.1 Articles of Incorporation of First Security Bancorp,
Inc. (incorporated by
reference to Exhibit 4.1 of the Company's
Registration Statement on Form SB-2 [No. 333-43444])
4.2 Articles of Amendment to Articles of Incorporation
of First Security Bancorp, Inc. (incorporated by
reference to Exhibit 3.2 of the Company's
Registration Statement on Form SB-2 [No. 333-43444])
5 Opinion of Stoll, Keenon & Park, LLP
10.1 First Security Bancorp, Inc. Stock Award Plan
(Formally Known As First Security Bank of Lexington,
Inc. Stock Award Plan) (incorporated by reference
to Exhibit 10.9 of the Company's Registration
Statement on Form SB-2[No.333-43444])
23.1 Consent of Crowe, Chizek and Company LLP
23.2 Consent of Stoll, Keenon & Park, LLP (included in
Exhibit 5)
Item 9. Undertakings
The undersigned small business issues hereby undertakes as follows:
(1) The small business issuer will:
(a) File, during any period in which it offers or
sells securities, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a fundamental change in the
information 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) Include any additional or changed material
information on the plan of distribution.
(b) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(c) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(2) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provision, or otherwise, the small business
issuer 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 small
business issuer 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.
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 Lexington, Commonwealth of Kentucky, on August 20
2002.
By: /s/ John S. Shropshire
John S. Shropshire
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the date indicated.
Signature Title Date
/s/John S. Shropshire President, Chief Executive Officer August 20, 2002
John S. Shropshire and Chairman of the Board of Directors
(Principal Executive Officer)
/s/ Ben A. New Chief Financial Officer August 20, 2002
Ben A. New (Principal Financial and Accounting
Officer)
/s/ Len Aldridge Director August 20, 2002
Len Aldridge
/s/ Dennis R. Anderson Director August 20, 2002
Dennis R. Anderson
/s/ John D. Barlow Director August 20, 2002
John D. Barlow
/s/ Julian E. Beard Director August 20, 2002
Julian E. Beard
___________________ Director August 20, 2002
Harold Glenn Campbell
/s/ William A. Combs, Jr. Director August 20, 2002
William A. Combs, Jr.
/s/ A. F. Dawahare Director August 20, 2002
A. F. Dawahare
/s/ Dr. Kenneth L. Gerson Director August 20, 2002
Dr. Kenneth L. Gerson
___________________ Director August 20, 2002
Tommy R. Hall
/s/ Erle L. Levy Director August 20, 2002
Erle L. Levy
/s/ David R. McCulloch Director August 20, 2002
David R. McCulloch
___________________ Director August 20, 2002
Dr. Ira P. Mersack
/s/ Fon Rogers, II Director August 20, 2002
Fon Rogers, II
/s/ Robert J. Rosenstein Director August 20, 2002
Robert J. Rosenstein
___________________ Director August 20, 2002
Nick O. Rowe
/s/ Dr. Ronald J. Saykaly Director August 20, 2002
Dr. Ronald J. Saykaly
___________________ Director August 20, 2002
Richard S. Trontz
/s/ William T. Vennes Director August 20, 2002
William T. Vennes
/s/ Kathy E. Walker Director August 20, 2002
Kathy E. Walker
/s/ Woodford Webb, Jr. Director August 20, 2002
D. Woodford Webb, Jr.
EXHIBIT INDEX
Exhibit No.
4.1 Articles of Incorporation of First Security Bancorp, Inc.
(incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form SB-2 [No. 333-43444]).
4.2 Articles of Amendment to Articles of Incorporation of First
Security Bancorp, Inc. (incorporated by reference to
Exhibit 3.2 of the Company's Registration Statement on Form
SB-2 [No. 333-43444])
5 Opinion of Stoll, Keenon & Park, LLP
10.1 First Security Bancorp, Inc. Stock Award Plan
(Formally Known As First Security Bank of Lexington,
Inc. Stock Award Plan) (incorporated by reference
to Exhibit 10.9 of the Company's Registration
Statement on Form SB-2[No.333-43444])
23.1 Consent of Crowe, Chizek and Company LLP.
23.2 Consent of Stoll, Keenon & Par, LLP (included in Exhibit 5)
EXHIBIT 5
OPINION OF STOLL, KEENON & PARK, LLP
AS TO THE VALIDITY OF THE SHARES
OF FIRST SECURITY BANCORP, INC.
COMMON STOCK BEING REGISTERED
August 23, 2002
First Security Bancorp, Inc.
318 East Main Street
Lexington, Kentucky 40507
Re: 100,000 Shares of Common Stock, No Par Value Per Share,
of First Security Bancorp, Inc. a Kentucky Corporation ("Company")
Gentlemen:
The undersigned has participated in the preparation of a registration
statement on Form S-8 (the "Registration Statement") for filing with the
Securities and Exchange Commission in respect to up to 100,000 shares of the
Company's common stock, no par value per share ("Common Stock"), which can be
issued by the Company pursuant to the First Security Bancorp, Inc. Stock Award
Plan (the "Plan").
For purposes of rendering the opinions expressed herein, the undersigned
has examined the Company's articles of incorporation and all amendments thereto;
the Company's bylaws and amendments thereto; and such of the Company's corporate
records as the undersigned has deemed necessary and material to rendering the
undersigned's opinion. The undersigned has relied upon certificates of public
officials and representations of the Company's officials, and has assumed that
all documents examined by the undersigned as originals are authentic, that all
documents submitted to the undersigned as photocopies are exact duplicates of
original documents and that all signatures on all documents are genuine.
Based upon and subject to the foregoing and subsequent assumptions,
qualifications and exceptions, it is the undersigned's opinion that:
1. The Company is a duly organized and validly existing
corporation in good standing under the laws of the
Commonwealth of Kentucky and has all requisite power and
authority to issue, sell and deliver the subject securities,
and to carry on its business and own its property as now
conducted; and
2. The shares of Common Stock to be issued by the Company in
accordance with the terms set forth in the Registration
Statement have been duly authorized and, when (a) the
pertinent provisions of the Securities Act of 1933 and such
"blue sky" and securities law provisions as may be applicable
have been complied with and (b) such shares have been duly
delivered Plan participants as contemplated by the
Registration Statement, such shares of Common Stock will be
legally issued, fully paid and nonassessable.
The opinions expressed above are limited by the following assumptions,
qualifications and exceptions:
(a) The undersigned is licensed to practice law only in
the Commonwealth of Kentucky and expresses no opinion
with respect to the effect of any laws other than
those of the Commonwealth of Kentucky and of the
United States of America;
(b) The opinions stated herein are based upon statutes,
regulations, rules, court decisions and other
authorities existing and effective as of the date of
this opinion, and the undersigned undertakes no
responsibility to update or supplement said opinion
in the event of or in response to any subsequent
changes in the law or said authorities, or upon the
occurrence after the date hereof of events or
circumstances that, if occurring prior to the date
hereof, might have resulted in different opinions;and
(c) This opinions are limited to the legal matters
expressly set forth herein, and no opinion is to be
implied or inferred beyond the legal matters
expressly so addressed.
The undersigned hereby consents to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement
as well as all state regulatory bodies and jurisdictions where qualification is
sought for the sale of the subject securities.
Very truly yours,
STOLL, KEENON & PARK, LLP
/s/ Stoll, Keenon & Park, LLP
EXHIBIT 23.1
Consent of Independent Public Accountants
We hereby consent to the incorporation by reference in the Form S-8
Registration Statement of First Security Bancorp, Inc., of our report dated
January 25, 2002 on the consolidated financial statements of First Security
Bancorp, Inc., as of December 31, 2001 and 2000 and for the years then ended as
included in the registrant's annual report on Form 10-KSB.
\s\ Crowe, Chizek and Company, LLP
Crowe, Chizek and Company, LLP
J. David Smith, Jr.
(859) 231-3062
smith@skp.com
August 23, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
First Security Bancorp, Inc.
Dear Sir or Madam:
On behalf of First Security Bancorp, Inc. (the "Company"), we transmit
herewith for filing under the Securities Act of 1933, as amended, the Company's
Registration Statement on Form S-8, dated August 23, 2002, together with the
exhibits thereto, in connection with the registration of 100,000 shares of no
par value Common Stock.
The registration fee of $186.30 has been wire transferred to the
Commission's account at Mellon Bank in Pittsburgh, Pennsylvania.
Pursuant to General Instruction G to Form S-8, the within registration
statement will become effective automatically upon filing.
Very truly yours,
/s/ J. David Smith, Jr.
J. David Smith, Jr.