-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ee/GrZDSdP/Hr4yJFv8PNO59Ki6yX8v2uTI6oPxFIsFAyOvT9j0OyRamJQone+51 cPKXORe6HHoMsoFMrwRh4w== 0000950131-01-500882.txt : 20010426 0000950131-01-500882.hdr.sgml : 20010426 ACCESSION NUMBER: 0000950131-01-500882 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010425 EFFECTIVENESS DATE: 20010425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAHASKA INVESTMENT CO CENTRAL INDEX KEY: 0000741390 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 421003699 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-59510 FILM NUMBER: 1610634 BUSINESS ADDRESS: STREET 1: P.O. BOX 1104 CITY: OSKALOOSA STATE: IA ZIP: 52577 BUSINESS PHONE: 5156738448 MAIL ADDRESS: STREET 1: 222 FIRST AVDNUE EAST CITY: OSKALOOSA STATE: IA ZIP: 52577 S-8 1 ds8.txt FORM S-8 Registration No. 33-____ As filed with the Securities and Exchange Commission on April 23, 2001 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAHASKA INVESTMENT COMPANY (Exact name of issuer as specified in its charter) Iowa 42-1003699 (State of Incorporation) (I.R.S. Employer Identification No.) 222 First Avenue East Oskaloosa, Iowa 52577 (Address of principal executive offices, including zip code) MAHASKA INVESTMENT COMPANY 1998 STOCK INCENTIVE PLAN (Full title of the plan) Charles S. Howard President and Chief Executive Officer Mahaska Investment Company 222 First Avenue East Oskaloosa, Iowa 52577 (Name and address of agent for service) (641) 673-8448 (Telephone number, including area code, of agent of service) Copies to: John D. Hintze Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee, P.C. 100 Court Avenue, Suite 600 Des Moines, Ia 50309 (515) 243-7611 Calculation of Registration Fee
Title of Proposed maximum securities Amount to be Proposed maximum aggregate offering Amount of to be registered registered (1) offering price per share (2) price (2) registration fee (2) - ---------------- -------------- ---------------------------- ------------------ -------------------- Common Stock, par 550,000 See below See below $1,407.00 value $5.00 per share shares
(1) Represents the maximum number of shares issuable under the Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) based upon the average of the bid and asked prices for the Common Stock reported on the NASDAQ National Market System as of April 20, 2001 ($10.23) for each of the 550,000 shares. EXHIBIT INDEX The Exhibit Index for this Registration Statement may be found on page 7. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Note: The documents containing the information required by this section will be given to employees participating in the Mahaska Investment Company 1998 Stock Incentive Plan, as amended (the "Plan") and are not required to be filed with Commission as a part of the Registration Statement or as an Exhibit. -1- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference. The following documents of Mahaska Investment Company (the "Registrant" or the "Company") filed or to be filed with the Commission are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 2000. (b) The description of the Common Stock, par value $5.00 per share, of the Registrant contained in the Registrant's Registration Statement filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934 on Form 8-A (Reg. No. 0-24630), and all amendments and reports filed by the Registrant for the purpose of updating such description, including Amendment No. 1 to the Form S-4 Registration No. 333-79291 filed by the Company on August 17, 1999. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment to the Registration Statement relating to the Common Stock offered hereby which indicates that all such Common Stock has been sold, or which deregisters all such Common Stock remaining unsold, shall be deemed to be incorporated herein by reference 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. The validity of the issuance of the Common Stock offered hereby will be passed upon for the Registrant by the law firm of Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee, P.C., Des Moines, Iowa. Such firm was not employed for such purpose on a contingent basis. Item 6. Indemnification of Directors and Officers. The Company has obtained insurance to protect itself and its directors and officers against expense or loss arising from certain actions, suits, or proceedings brought by reason of the fact that any person is a director or officer of the Company. In addition, the Iowa Business Corporation Act grants each corporation organized thereunder the authority to indemnify any individual made party to a proceeding because the individual is or was a director, officer, -2- employee or agent of the corporation, against reasonable expenses (including counsel fees), judgments, penalties and fines (including an excise tax assessed with respect to an employee benefit plan) incurred with respect to a proceeding if the individual acted in good faith, and the individual reasonably believed: (i) in the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in the corporation's best interests; (ii) in all other cases, that the individual's conduct was at least not opposed to the corporation's best interests, and, (iii) in the case of any criminal proceeding, that the individual had no reasonable cause to believe the individual's conduct was unlawful. The Company's Amended Bylaws provide that the Company shall indemnify its officers and directors to the full extent permitted by applicable law and that such indemnification shall not be deemed exclusive of any other rights to which any person indemnified may be entitled by law or otherwise. The effect of the foregoing provisions of the Iowa Business Corporation Act and the Company's Amended Bylaws would be to permit such indemnification of officers and directors by the Company for liabilities arising in their capacity as such. Item 7. Exemption From Registration Claimed. Not applicable. Item 8. Exhibits. The following are filed as exhibits to this Registration Statement: *3.1 Articles of Incorporation, as amended, of Mahaska Investment Company *3.2 Bylaws of Mahaska Investment Company. 5.1 Opinion of Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee, P.C. **10.2.3 Mahaska Investment Company 1998 Stock Incentive Plan. 23.1 Consent of Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee, P.C. (included in their opinion filed as Exhibit 5.1). 23.2 Consent of KPMG LLP. 24.1 Power of Attorney (included on signature page to Registration Statement). *Filed with the Registrant's Form 10-Q Quarterly Report for the quarter ending on September 30, 1999. ** Filed with the Registrant's Form 10-K Annual Report for the year ending on December 31, 1999. -3- Item 9. Undertakings. (a) Rule 415 offerings. 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 this Registration Statement or any material change to such information in this Registration Statement. (2) That, for the purpose of determining any liability under the Act, each such posteffective 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 that remain unsold at the termination of the offering. (b) Filings incorporating subsequent Exchange Act documents by reference. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 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. (c) Filing of Registration Statement on Form S-8. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6, the Registrant 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 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 Act and will be governed by the final adjudication of such issue. -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 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 Oskaloosa, State of Iowa on the 23rd day of April, 2001. MAHASKA INVESTMENT COMPANY By: /s/ Charles S. Howard ------------------------------------------ Charles S. Howard, President and Chief Executive Officer Each person whose signature appears below constitutes and appoints Charles S. Howard and David A. Meinert his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him and in his 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 other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate such registration process, as fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorneys-in- fact and agents, and each of them, 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 below on the 23rd day of April, 2001, by the following persons in the capacities indicated. Signatures Title ---------- ----- /s/Charles S. Howard Director, President and Chief --------------------------- Executive Officer Charles S. Howard /s/David A. Meinert Director, Executive Vice President --------------------------- and Chief Financial Officer David A. Meinert /s/Richard R. Donohue Director --------------------------- Richard R. Donohue -5- /s/William D. Hassel Director --------------------------- William D. Hassel /s/John P. Pothoven Director --------------------------- John P. Pothoven /s/John W. N. Steddom Director --------------------------- John W. N. Steddom /s/James G. Wake Director --------------------------- James G. Wake /s/Michael R. Welter Director --------------------------- Michael R. Welter /s/Edward C. Whitham, Jr. Director --------------------------- Edward C. Whitham, Jr. -6- EXHIBIT INDEX -------------
Sequential Exhibit Page Number Document Description Number - ------ -------------------- ------ *3.1 Articles of Incorporation, as amended, of Mahaska Investment Company. *3.2 Bylaws of Mahaska Investment Company. 5.1 Opinion of Ahlers, Cooney, Dorweiler, Haynie, Smith 8 & Allbee, P.C. **10.2.3 Mahaska Investment Company 1998 Stock Incentive Plan. 11 23.1 Consent of Ahlers, Cooney, Dorweiler, Haynie, Smith & 8 Allbee, P.C. (included in their opinion filed as Exhibit 5.1). 23.2 Consent of KPMG LLP. 10 24.1 Power of Attorney (included on signature page to Registration 5 Statement).
*Filed with the Registrant's Form 10-Q Quarterly Report for the quarter ending on September 30, 1999. ** Filed with the Registrant's Form 10-K Annual Report for the year ending on December 31, 1999. -7- EX-5.1 2 dex51.txt OPINION OF AHLERS, COONEY, DORWEILER, HAYNIE EXHIBIT 5.1 AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C.
ATTORNEYS AT LAW KENNETH H. HAYNIE WILLIAM J. NOTH STEVEN L. SERCK OF COUNSEL JOHN F. MCKINNEY, JR. DAVID SWINTON STEVEN M. NADEL PAUL F. AHLERS 100 COURT AVENUE, SUITE 600 RICHARD G. SANTI LINDA L. KNIEP ELIZABETH A. GROB H. RICHARD SMITH DES MOINES, IOWA 50309-2231 EDGAR H. BITTLE JOHN D. HINTZE JENNIFER A. CLENDENIN ROBERT G. ALLBEE RONALD L. SUTPHIN PETER PASHLER PATRICIA A. WESTEMEYER DOUGLAS R. SMITH LANCE A. COPPOCK IVAN T. WEBBER NATHAN J. OVERBERG PHILIP J. DORWEILER, Retired http://www.ahlerslaw.com DAVID H. LUGINBILL JANE B. MCALLISTER DANIELLE J. LATHAM JAMES EVANS COONEY MARK W. BEERMAN JAMES C. HANKS JAMES R. WAINWRIGHT (1917-1998) TELEPHONE 515-243-7611 EDWARD W. REMSBURG R. MARK CORY J. ERIC BOEHLERT TELECOPIER 515-243-2149 RANDALL H. STEFANI SERGE H. GARRISON GORDON D. GRETA ELIZABETH GREGG KENNEDY RONALD L. PEELER MARK W. JOHNSON WADE R. HAUSER III ANDREW J. BRACKEN
April 23, 2001 Mahaska Investment Company 222 First Avenue East Oskaloosa, Iowa 52577 Re: Mahaska Investment Company Registration Statement on Form S-8 1998 Stock Incentive Plan ------------------------- Gentlemen: We are acting as counsel to Mahaska Investment Company (the "Corporation") in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") relating to up to 550,000 shares of the Corporation's common stock, par value $5.00 per share (the "Common Stock"). The Common Stock is distributable under the Corporation's 1998 Stock Incentive Plan (the "Plan"). The opinion set forth below relates only to the Common Stock covered by the Registration Statement. In connection with our opinion, we have examined originals, or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Articles of Incorporation, as amended, and the Bylaws of the Corporation, as well as such other corporate records, documents and other papers as we deemed necessary to examine for purposes of this opinion. In making such examination, we have assumed as true, without independent review or verification, facts certified to us by certain executive officers of the Corporation and by public officials. Mahaska Investment Company April 23, 2001 Page 2 Based on the foregoing, we are of the opinion that the 550,000 shares of Common Stock when issued by the Corporation in accordance with the Plan will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock. The opinion expressed herein is limited to the laws and judicial practices of the State of Iowa currently in effect. We hereby consent to the use of this opinion in connection with the Registration Statement and to references to our firm therein. Sincerely yours, AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C. John D. Hintze EX-23.2 3 dex232.txt CONSENT OF KPMG LLP Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT ----------------------------- The Board of Directors Mahaska Investment Company: We consent to incorporation by reference in the Registration Statement on Form S-8 of Mahaska Investment Company of our report dated February 9, 2001 relating to the consolidated balance sheets of Mahaska Investment Company and subsidiaries as of December 31, 2000 and 1999 and the related consolidated statements of income, changes in shareholders equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2000 which report appears in the December 31, 2000 annual report on Form 10-K of Mahaska Investment Company. /s/ KPMG LLP Des Moines, Iowa April 24, 2001 -----END PRIVACY-ENHANCED MESSAGE-----