-----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, Cln/9PPPDyejEuuOVldVFanwrujofuBAmyteB5BF9ftAfT5981CYOq1+9+CIt+c9 ZZfgJkCQJtcPdnxorLEelg== 0000943374-97-000053.txt : 19970401 0000943374-97-000053.hdr.sgml : 19970401 ACCESSION NUMBER: 0000943374-97-000053 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970331 EFFECTIVENESS DATE: 19970331 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARDIN BANCORP INC CENTRAL INDEX KEY: 0000947220 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 431719104 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-24243 FILM NUMBER: 97570958 BUSINESS ADDRESS: STREET 1: 2ND & ELM STS STREET 2: P O BOX 608 CITY: HARDIN STATE: MO ZIP: 64035 BUSINESS PHONE: 8163984312 MAIL ADDRESS: STREET 1: 2ND & ELM STS STREET 2: P O BOX 608 CITY: HARDIN STATE: MO ZIP: 64035 S-8 1 FORM S-8 FOR HARDIN BANCORP, INC. Registration No. 333------- As filed with the Securities and Exchange Commission on March 31, 1997 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933 HARDIN BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 43-1719104 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 2nd and Elm Street, Hardin, Missouri 64035 (Address of principal executive offices) (Zip Code) HARDIN BANCORP, INC. 1995 STOCK OPTION AND INCENTIVE PLAN (Full title of the plan) Robert I. Lipsher, Esq. Luse Lehman Gorman Pomerenk & Schick, P.C. 5335 Wisconsin Avenue, N.W. Suite 400 Washington, DC 20015 (Name and address of agent for service (202) 274-2000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------- Title of Proposed Proposed Securities Amount Maximum Maximum Amount of to be to be Offering Price Aggregate Registration Registered Registered(1) Per Share Offering Price Fee - ----------------------------------------------------------------------------- Common Stock, par value $.01 per share 105,800 $15.125(2) $1,274,229(2) $387(2) shares (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. 89,930 shares are being registered based upon the exercise price of $11.50 per share ($1,034,195 in the aggregate) and the remaining 15,870 shares being registered hereby are being registered based upon the average of the bid and asked prices of the Common Stock on the Nasdaq SmallCap Market of $15.125 per share on March 27, 1997 ($240,034 in the aggregate).
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 Hardin Bancorp, Inc. 1995 Stock Option and Incentive Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are not being filed with the Commission, 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. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. Incorporation of Certain Documents by Reference. The following documents previously or concurrently filed by Hardin Bancorp, Inc. (the "Company") with the Commission are hereby incorporated by reference in this Registration Statement: (a) the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 1996 (File No. 0-26560) filed pursuant to Rule 13a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) all other reports filed by the Company pursuant to Section 12 or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to above; (c) the Company's definitive Proxy Statement for its Annual Meeting of Stockholders held on July 25, 1996 and for its Special Meeting of Stockholders held on April 16, 1996; (d) the description of the common stock, par value $.01 per share, of the Company contained in the Company's Registration Statement on Form 8-A (File No. 0-26560) filed with the Commission on August 7, 1995 and all amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Company with the Commission 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 to be a part 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 therein 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 Robert W. King, President and Chief Executive Officer, Hardin Bancorp, Inc., 2nd and Elm Street, Hardin, Missouri 64035, telephone number (816) 398-4312. 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. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Article ELEVENTH of the Company's Certificate of Incorporation provides for indemnification of directors and officers of the Registrant against any and all liabilities, judgments, fines and reasonable settlements, costs, expenses and attorneys' fees incurred in any actual, threatened or potential proceeding, except to the extent that such indemnification is limited by Delaware law and such law cannot be varied by contract or bylaw. Article ELEVENTH also provides for the authority to purchase insurance with respect thereto. Section 145 of the General Corporation Law of the State of Delaware authorizes a corporation's board of directors to grant indemnity under certain circumstances to directors and officers, when made, or threatened to be made, parties to certain proceedings by reason of such status with the corporation, against judgments, fines, settlements and expenses, including attorneys' fees. In addition, under certain circumstances such persons may be indemnified against expenses actually and reasonably incurred in defense of a proceeding by or on behalf of the corporation. Similarly, the corporation, under certain circumstances, is authorized to indemnify directors and officers of other corporations or enterprises who are serving as such at the request of the corporation, when such persons are made, or threatened to be made, parties to certain proceedings by reason of such status, against judgments, fines, settlements and expenses, including attorneys' fees; and under certain circumstances, such persons may be indemnified against expenses actually and reasonably incurred in connection with the defense or settlement of a proceeding by or in the right of such other corporation or enterprise. Indemnification is permitted where such person (i) was acting in good faith, (ii) was acting in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or other corporation or enterprise, as appropriate, (iii) with respect to a criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (iv) was not adjudged to be liable to the corporation or other corporation or enterprise (unless the court where the proceeding was brought determines that such person is fairly and reasonably entitled to indemnity). Unless ordered by a court, indemnification may be made only following a determination that such indemnification is permissible because the person being indemnified has met the requisite standard of conduct. Such determination may be made (i) by the corporation's board of directors by a majority vote of a quorum consisting of directors not at the time parties to such proceeding; or (ii) if such a quorum cannot be obtained or the quorum so directs, then by independent legal counsel in a written opinion; or (iii) by the stockholders. Section 145 also permits expenses incurred by directors and officers in defending a proceeding to be paid by the corporation in advance of the final disposition of such proceedings upon the receipt of an undertaking by the director or officer to repay such amount if it is ultimately determined that he is not entitled to be indemnified by the corporation against such expenses. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits.
Reference to Prior Regulation S-K Filing or Exhibit Exhibit Number Document Number Attached Hereto 3.1 Certificate of Incorporation of Hardin Bancorp, Inc. * 3.2 Bylaws of Hardin Bancorp, Inc. * 4 Specimen form of common stock certificate of Hardin Bancorp, Inc. * 5 Opinion of Luse Lehman Gorman Pomerenk & Schick, P.C. Attached as Exhibit 5 10 Hardin Bancorp, Inc. 1995 Stock Option ** and Incentive Plan 23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, P.C. Attached as Exhibit 23.1 23.2 Consent of KPMG Peat Marwick LLP Attached as Exhibit 23.2 24 Power of Attorney Contained on Signature Page - ----------------------------- * Filed as exhibits to the Registrant's Registration Statement on Form S-1 (File No. 33-93888) filed with the Commission on June 23, 1995 pursuant to Section 5 of the Securities Act of 1933 and all amendments thereto or reports filed for the purpose of updating such description. All of such previously filed documents are hereby incorporated herein by reference in accordance with Item 601 of Regulation S-K. ** Filed as Exhibit A to the Registrant's Proxy Statement relating to the Registrant's April 16, 1996 special meeting of stockholders, filed with the Commission on March 18, 1996, which is hereby incorporated herein by reference.
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 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) 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 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 of expenses incurred or paid by a director, officer or controlling person 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 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 Hardin, State of Missouri, on March 28, 1997. HARDIN BANCORP, INC. By: /s/ Robert W. King ------------------------------ Robert W. King, President, Chief Executive Officer and Director (Duly Authorized Representative) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert W. King, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her in his or her 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 attorney-in-fact and agent 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 said attorney-in-fact and agent 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 by the following persons in the capacities and on the dates indicated. /s/ Robert W. King /s/ Ivan R. Hogan - ------------------------------ ------------------------------ Robert W. King, President, Ivan R. Hogan, Chairman of Chief Executive Officer and the Board Director (Principal Executive Officer) Date: March 28, 1997 Date: March 28, 1997 /s/ William L. Homan /s/ Karen K. Blankenship - ------------------------------ ------------------------------ William L. Homan, Vice President, Karen K. Blankenship, Senior Treasurer and Director Vice President and Director (Principal Financial Officer) (Principal Accounting Officer) Date: March 28, 1997 Date: March 28, 1997 /s/ David K. Hatfield /s/ David D. Lodwick - ------------------------------ ------------------------------ David K. Hatfield, Director David D. Lodwick, Director Date: March 28, 1997 Date: March 28, 1997 /s/ W. Levan Thurman - ------------------------------ W. Levan Thurman, Director Date: March 28, 1997 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933 HARDIN BANCORP, INC.
Reference to Prior Regulation S-K Filing or Page Exhibit Number Document Number Attached Hereto 3.1 Certificate of Incorporation of Hardin Bancorp, Inc. 3.2 Bylaws of Hardin Bancorp, Inc. * 4 Specimen form of common stock certificate of Hardin Bancorp, Inc. * 5 Opinion of Luse Lehman Gorman Pomerenk & Schick, P.C. Page 12 10 Hardin Bancorp, Inc. 1995 Stock Option ** and Incentive Plan 23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, P.C. Page 14 23.2 Consent of KPMG Peat Marwick LLP Page 16 24 Power of Attorney Contained on Signature Page - ----------------------------- * Filed as exhibits to the Registrant's Registration Statement on Form S-1 (File No. 33-93888) filed with the Commission on June 23, 1995 pursuant to Section 5 of the Securities Act of 1933 and all amendments thereto or reports filed for the purpose of updating such description. All of such previously filed documents are hereby incorporated herein by reference in accordance with Item 601 of Regulation S-K. ** Filed as Exhibit A to the Registrant's Proxy Statement relating to the Registrant's April 16, 1996 special meeting of stockholders, filed with the Commission on March 18, 1996, which is hereby incorporated herein by reference.
EX-5 2 OPINION OF LUSE LEHMAN GORMAN [LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK] March 28, 1997 Board of Directors Hardin Bancorp, Inc. 2nd and Elm Street Hardin, Missouri 64035 Members of the Board: We have acted as counsel to Hardin Bancorp, Inc. (the "Corporation") 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 105,800 shares of the Corporation's Common Stock, par value $.01 per share (the "Common Stock"), to be offered pursuant to the 1995 Stock Option and Incentive Plan of the Corporation (the "Plan"). In this connection, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Plan and agreements thereto, the Corporation'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 Corporation 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 Corporation. Very truly yours, LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C. By: /s/ Robert I. Lipsher ------------------------------ Robert I. Lipsher EX-23.1 3 CONSENT OF LUSE LEHMAN GORMAN [LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK] March 28, 1997 Board of Directors Hardin Bancorp, Inc. 2nd and Elm Street Hardin, Missouri 64035 Members of the Board: 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, LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C. By: /s/ Robert I. Lipsher ------------------------------ Robert I. Lipsher EX-23.2 4 CONSENT OF KPMG PEAT MARWICK [LETTERHEAD OF KPMG PEAT MARWICK LLP] Board of Directors Hardin Bancorp, Inc. We consent to the incorporation by reference in the Registration Statement on Form S-8 of Hardin Bancorp, Inc. (the "Company") 1995 Stock Option and Incentive Plan of our report dated May 24, 1996, relating to the consolidated balance sheets of the Company as of March 31, 1996 and 1995, and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the years in the three-year period ended March 31, 1996, which report appears in the Company's Annual Report on Form 10-KSB for the fiscal year-ended March 31, 1996 filed pursuant to the Securities Exchange Act of 1934, as amended. Our report refers to a change in the method of accounting for certain investments in debt and equity securities. KPMG Peat Marwick LLP Kansas City, Missouri March 28, 1997 -----END PRIVACY-ENHANCED MESSAGE-----