-----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, P34vdaZoTcgTNvik374ENI5xWxxcctCI50ZBnestP4rEe35xwT0/fDx2qE+OZ5YX f5nO060cK1iBR66f45X+/w== 0000914317-99-000002.txt : 19990107 0000914317-99-000002.hdr.sgml : 19990107 ACCESSION NUMBER: 0000914317-99-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990106 EFFECTIVENESS DATE: 19990106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FFW CORP CENTRAL INDEX KEY: 0000895401 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351875502 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-70179 FILM NUMBER: 99501686 BUSINESS ADDRESS: STREET 1: 1205 N CASS STREET STREET 2: PO BOX 419 CITY: WABASH STATE: IN ZIP: 46992-1027 BUSINESS PHONE: 2195633185 MAIL ADDRESS: STREET 1: 1205 N CASS ST STREET 2: PO BOX 419 CITY: WABASH STATE: IN ZIP: 46992 S-8 1 As filed with the Securities and Exchange Commission on January 6, 1999 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FFW CORPORATION (Exact name of registrant as specified in its charter) Delaware 35-1875502 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1205 N. Cass Street, Wabash, Indiana 46992-1027 (Address of principal executive offices) (Zip Code) FFW CORPORATION 1998 OMNIBUS INCENTIVE PLAN (Full title of the plan) Jeffrey M. Werthan, P.C. Matt A. Mullins, Esq. Silver, Freedman & Taff, L.L.P. (a limited liability partnership including professional corporations) 7th Floor - East Tower 1100 New York Avenue NW Washington, DC 20005 (Name and address of agent for service) (202) 414-6100 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------- Proposed Proposed Title of securities Amount to be maximum offering maximum aggregate Amount of to be registered registered(1) price per share offering price registration fee ------------------ ------------- ----------------- ----------------- ---------------- Common Stock, par value $0.01 per share 142,000 shares (2) $2,266,750(2) $631(2) - ----------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement covers, in addition to the number of shares set forth above, an indeterminate number of shares which, by reason of certain events specified in the Plan, may become subject to the Plan. (2) Estimated in accordance with Rule 457(h), solely for the purpose of calculating the registration fee. Of the 142,000 shares to be registered, 3,000 shares are to be registered based upon an exercise price of $14.25 per share, and the remaining 139,000 shares are to be registered based upon the average of the closing bid and asked prices of the common stock of FFW Corporation of $16 per share on the Nasdaq Small-Cap Market on December 31, 1998. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the FFW Corporation 1998 Omnibus Incentive Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the SEC under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are not being filed with the SEC, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act. I-1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. Incorporation of Certain Documents by Reference. The following documents previously or concurrently filed by FFW Corporation (the "Company") with the SEC are hereby incorporated by reference in this Registration Statement and the Prospectus to which this Registration Statement relates (the "Prospectus"), which Prospectus has been or will be delivered to the participants in the plan covered by this Registration Statement: (a) the Company's annual report on Form 10-K for the fiscal year ended June 30, 1998 (File No. 0-21170); (b) all other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to above; (c) the description of the Company's common stock, par value $.01 per share, of the Registrant contained in the Registrant's Registration Statement on Form 8-A (File No. 0-21170) filed with the SEC on February 3, 1993 and all amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and the Prospectus and to be a part hereof and thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or in the Prospectus shall be deemed to be modified or superseded for purposes of this Registration Statement and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein 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 and the Prospectus. The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to the Secretary, FFW Corporation, 1205 N. Cass Street, Wabash, Indiana 46992-1027, telephone number (219) 563-3185. All information appearing in this Registration Statement and the Prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference. II-1 Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. The Certificate of Incorporation of the Holding Company provides that a director or officer of the Holding Company shall be indemnified by the Holding Company to the fullest extent authorized by the Delaware General Corporation Law against all expenses, liability and loss reasonably incurred or suffered by such person in connection with his activities as a director or officer or as a director, officer, employee or agent of another company, if the director, officer, employee or agent held such position at the request of the Holding Company. Delaware law requires that such director, officer, employee or agent, in order to be indemnified, must have acted in good faith and in a manner reasonably believed to be not opposed to the best interests of the Holding Company and, with respect to any criminal action or proceeding, either had reasonable cause to believe such conduct was lawful or did not have reasonable cause to believe his conduct was unlawful. The Certificate of Incorporation and Delaware law also provide that the indemnification provisions of such Certificate and the statute are not exclusive of any other right which a person seeking indemnification may have or later acquire under any statute, provision of the Certificate of Incorporation, Bylaws of the Holding Company, agreement, vote of stockholders or disinterested directors or otherwise. These provisions may have the effect of deterring shareholder derivative actions, since the Holding Company may ultimately be responsible for expenses for both parties to the action. A similar effect would not be expected for third-party claims. In addition, the Certificate of Incorporation and Delaware law also provide that the Holding Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Holding Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Holding Company has the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. The Holding Company intends to obtain such insurance. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. See the Index to Exhibits to this Registration Statement. II-2 Item 9. 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, represents 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 a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% 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. (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) of 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) 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 foregoing II-3 provisions, or otherwise, 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. II-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 the requirements for filing on Form S-8 and the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Wabash, State of Indiana, on January 6, 1999. FFW CORPORATION By: /s/ Nicholas M. George ------------------------------------ Nicholas M. George, President, Chief Executive Officer and Director (Duly Authorized Representative) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nicholas M. George and Roger K. Cromer, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective 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 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents or their substitutes or substitute 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 by the following persons in the capacities and on the date indicated. /s/ Wayne W. Rees /s/ Nicholas M. George - ------------------------------ ------------------------------------------- WAYNE W. REES, Chairman of the NICHOLAS M. GEORGE, President, Board and Secretary Chief Executive Officer and Director (Principal Executive and Operating Officer) Date: January 6, 1999 Date: January 6, 1999 --------------- --------------- /s/ Thomas L. Frank /s/ Joseph W. McSpadden - ------------------------- ----------------------------- THOMAS L. FRANK, Director JOSEPH W. MCSPADDEN, Director Date: January 6, 1999 Date: January 6, 1999 --------------- --------------- II-5 /s/ Stanley Myers /s/ Ronald D. Reynolds - ----------------------- ---------------------------- STANLEY MYERS, Director RONALD D. REYNOLDS, Director Date: January 6, 1999 Date: January 6, 1999 --------------- --------------- /s/ Roger K. Cromer - -------------------------------- ROGER K. CROMER, Chief Financial Officer (Principal Financial and Accounting Officer) Date: January 6, 1999 --------------- II-6 Index to Exhibits Reference to Regulation S-B Prior filing or Exhibit Exhibit Number Number Document Attached Hereto ------ ----------------------------------------------- --------------- 4 Articles of Incorporation, including amendments * thereto Bylaws * Form of Stock Certificate of FFW Corporation * 5 Opinion of Silver, Freedman & Taff, L.L.P. 5 23.1 Consent of Crowe, Chizek and Company LLP 23.1 23.2 Consent of Silver, Freedman & Taff, L.L.P. Included in Exhibit 5 24 Power of Attorney Contained on signature page * Filed as an Exhibit to the Company's Form S-1 Registration Statement filed on December 21, 1992 (File No. 33-56110) pursuant to Section 5 of the Securities Act of 1933. All of such previously filed documents are hereby incorporated herein by reference in accordance with item 601 of Regulation S-B. EX-5 2 January 6, 1999 Board of Directors FFW Corporation 1205 North Cass Street Wabash, Indiana 44692 Members of the Board: We have acted as counsel to FFW Corporation (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 under the Securities Act of 1933 (the "Registration Statement") relating to 142,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), to be offered pursuant to the 1998 Omnibus Incentive Plan of the Company (the "Plan"). In this connection, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Plan, the Registration Statement, the Company's Certificate of Incorporation, Bylaws, resolutions of its Board of Directors and such other documents and corporate records as we deem appropriate for the purpose of rendering this opinion. Based upon the foregoing, it is our opinion that: 1. The shares of Common Stock being so registered have been duly authorized. 2. The shares of Common Stock to be offered by the Company will be, when and if issued, sold and paid for as contemplated by the Plan, legally issued, fully paid and non-assessable shares of Common Stock of the Company. We hereby consent to the inclusion of our opinion as Exhibit 5 of this Registration Statement and the reference to our firm in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ SILVER, FREEDMAN & TAFF, L.L.P. ----------------------------------- SILVER, FREEDMAN & TAFF, L.L.P. EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of FFW Corporation on Form S-8 of our report dated August 14, 1998, appearing in the Annual Report on Form 10- KSB of FFW Corporation for the year ended June 30, 1998. /s/ Crowe, Chizek and Company LLP --------------------------------- Crowe, Chizek and Company LLP South Bend, Indiana January 6, 1999 -----END PRIVACY-ENHANCED MESSAGE-----