-----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, E7k2NshRwFxRavjeEt2I48XyBv2RIPDfPXUHnzM6iQrBKEUw2v3fpzNNZjq3WHU2 ynCLkh5fBxoN6ihd10QAOw== 0001065407-99-000129.txt : 19990603 0001065407-99-000129.hdr.sgml : 19990603 ACCESSION NUMBER: 0001065407-99-000129 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990602 EFFECTIVENESS DATE: 19990602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISB FINANCIAL CORP/LA CENTRAL INDEX KEY: 0000933141 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 721280718 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-79811 FILM NUMBER: 99639329 BUSINESS ADDRESS: STREET 1: 1101 E ADMIRAL DOYLE DR CITY: NEW IBERIA STATE: LA ZIP: 70560 BUSINESS PHONE: 3183652361 MAIL ADDRESS: STREET 1: 1101 EAST ADMIRAL DOYLE DR CITY: NEW IBERIA STATE: LA ZIP: 70560 S-8 1 Registration No. 033-93210 Filed June 2, 1999 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- ISB Financial Corporation ________________________________________________________________________ (Exact Name of Registrant as specified in its Articles of Incorporation) Louisiana 72-1280718 - ------------------------ --------------------------------- (State of incorporation) (IRS Employer Identification No.) 1101 East Admiral Doyle Drive New Iberia, Louisiana 70560-6301 - ----------------------------------------------------------------------------- (Address of principal executive offices, including zip code) ISB Financial Corporation Profit Sharing Plan and Trust - ----------------------------------------------------------------------------- (Full Title of the Plan) Larrey G. Mouton Copies to President and Chief Executive Officer Hugh T. Wilkinson, Esq. ISB Financial Corporation Cristin Zeisler, Esq. 1101 East Admiral Doyle Drive Elias, Matz, Tiernan & Herrick L.L.P New Iberia, Louisiana 70560-6301 734 15th Street, N.W. (318) 365-2361 Washington, D.C. 20005 - -------------------------------- (202) 347-0300 (Name, address and telephone number of agent for service) Page 1 of 6 pages Index to Exhibits is located on page 3. CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------ Title of Proposed Proposed Maximum Securities Amount Maximum Aggregate Amount to be to be Offering Price Offering Price(3) Registration Fee Registered Registered Per Share(3) - ------------------------------------------------------------------------------- Common Stock, par value $1.00 100,000(2) $21.56 $2,156,250 $599.44 (1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to ISB Financial Corporation Profit Sharing Plan and Trust (the "Plan") as a result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock of ISB Financial Corporation (the "Company" or the "Registrant"). (2) Represents an estimate of such presently undeterminable number of shares as may be purchased with employee contributions pursuant to the Plan. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan. (3) Estimated solely for the purpose of calculating the registration fee, which has been calculated pursuant to Rule 457(c). The Proposed Maximum Offering Price Per Share is equal to the closing sales price of the Common Stock on the Nasdaq National Market System on May 26, 1999. __________________________ This Registration Statement shall become effective automatically upon the date of filing in accordance with Section 8(a) of the Securities Act of 1933, as amended, and 17 C.F.R. Section 230.462. 2 This Registration Statement registers additional securities to be issued under the ISB Financial Corporation Profit Sharing Plan and Trust, for which a Registration Statement on Form S-8 has been filed and is effective. The contents of the Registration Statement on Form S-8 (Commission File No. 033-93210), filed with the Commission on June 7, 1995, are incorporated herein by reference. Item 8. Exhibits The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K): No. Exhibit Page --- ------- ---- 4 Common Stock Certificate. * 23 Consent of Castaing, Hussey, Lolan & Dauterive. E-1 24 Power of attorney for any subsequent amendments (located in the signature pages of this Registration Statement). -- 99 ISB Financial Corporation Profit Sharing * Plan and Trust. -------------- * Incorporated by reference from the Company's Registration Statement on Form S-8 (Commission File No. 033-93210), filed with the Commission on June 7, 1995. 3 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 State of Louisiana on or about May 27, 1999. By: /s/ Larrey G. Mouton ----------------------------------------- Larrey G. Mouton President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby makes, constitutes and appoints Larrey G. Mouton to act as, his or her true and lawful attorney, with full power to sign for such person and in such person's name and capacity indicated below, and with full power of substitution any and all amendments to this Registration Statement, hereby ratifying and confirming such person's signature as it may be signed by said attorney to any and all amendments Signature Title Date --------- ----- ---- /s/ Larrey G. Mouton President, Chief May 27, 1999 - --------------------- Executive Officer Larrey G. Mouton and Director (principle executive officer) /s/ James R. McLemore, Jr. Senior Vice President May 27, 1999 - --------------------------- and Chief Financial James R. McLemore, Jr. Officer (principle financial and accounting officer) /s/ Emile J. Plaisance, Jr. Chairman of the Board May 27, 1999 - --------------------------- Emile J. Plaisance, Jr. 4 Signature Title Date - ----------- ----- ---- /s/ Elaine D. Abell Director May 27, 1999 - ------------------- Elaine D. Abell /s/ Harry V. Barton, Jr. Director May 27, 1999 - ------------------------ Harry V. Barton, Jr. /s/ Cecil C. Broussard Director May 27, 1999 - ------------------------ Cecil C. Broussard /s/ William H. Fenstermaker Director May 27, 1999 - --------------------------- William H. Fenstermaker /s/ Ray Himel Director May 27, 1999 - -------------- Ray Himel /s/ E. Stewart Shea, III Director May 27, 1999 - ------------------------ E. Stewart Shea, III 5 Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees who administer the employee benefit plan have duly caused this Registration Statement to by signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Iberia, State of Louisiana on or about May 27, 1999. ISB FINANCIAL CORPORATION PROFIT SHARING PLAN AND TRUST ISB FINANCIAL CORPORATION TRUSTEES By: /s/ Cecil C. Broussard -------------------------------- Cecil C. Broussard, Director By: /s/ William H. Fenstermaker -------------------------------- William H. Fenstermaker, Director By: /s/ E. Stewart Shea, III -------------------------------- E. Stewart Shea, III 6 EX-23 2 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 (File No. 033-93210) of our report dated February 12, 1999 appearing in the Annual Report on Form 10-K of ISB Financial Corporation for the year ended December 31, 1998. /s/Castaing, Hussey, Lolan & Dauterive, LLP New Iberia, Louisiana June 2, 1999 525 Weeks Street P.O. Box 14240 x New Iberia, Louisiana 70562-4240 Ph.: 318-364-7221 Fax: 318-364-7235 email: chldcpa@net-connect.net Members of American Institute of Certified Public Accountants Society of Louisiana Certified Public Accountants -----END PRIVACY-ENHANCED MESSAGE-----