As filed with the United States Securities and Exchange Commission on
August xx, 2006
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
1ST INDEPENDENCE FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 61-1284899
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
104 South Chiles Street
Harrodsburg, Kentucky 40330-1620
(Address of principal executive offices) (Zip Code)
1ST INDEPENDENCE RESTRICTED STOCK PLAN
(Full Title of the Plan)
N. William White
President and Chief Executive Officer
1st Independence Financial Group, Inc.
8620 Biggin Hill Lane
Louisville, Kentucky 40220-4117
(Name and Address of agent for service)
(502) 753-0500
(Telephone number, including area code, of agent for service)
Copy to:
John W. Tanselle, Esq.
Krieg DeVault LLP
One Indiana Square, Suite 2800
Indianapolis, IN 46204
(317) 636-4341
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount to be Offering Aggregate Amount of
Title of Securities Registered Price Per Offering Registration
to be Registered (1)(2) Share(2) Price(1)(2) Fee
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Common Stock, 80,500 shares $17.25 $1,388,625 $148.58
$0.10 par value
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(1) The maximum number of shares of Common Stock issuable upon awards to be
granted under the 1st Independence Restricted Stock Plan consists of
80,500 shares which are being registered under this Registration
Statement and for which a registration fee is being paid. Additionally,
an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457. The maximum offering price per share is based on the
average of the high and low sale price of the Common Stock as reported by
the NASDAQ Global Market on August 17, 2006, pursuant to Rule 457(h).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Report.
*The documents containing the information specified in Part I will
be sent or given to employees as specified by Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act"). Such documents are not being
filed with the United States Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 and in reliance on Rule 428, of
the Securities Act. Such documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Employees participating in the 1st Independence Restricted Stock
Plan (the "Plan") may obtain a copy of the Plan or the documents incorporated by
reference in Item 3 of Part II below, at no cost, by writing or telephoning 1st
Independence Financial Group, Inc. (the "Registrant") at: 104 South Chiles
Street, Harrodsburg, Kentucky 40330-1620, Attention: Teresa W. Noel, Secretary,
(859) 734-5452. These documents are also incorporated by reference in the
prospectus.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant
are hereby incorporated by reference in this Registration Statement:
(a) Current Report on Form 8-K dated January 20, 2006, as filed
with the Commission on January 20, 2006.
(b) Current Report on Form 8-K dated January 23, 2006, as filed
with the Commission on January 23, 2006.
(c) Current Report on Form 8-K dated March 1, 2006, as filed
with the Commission on March 1, 2006.
(d) Annual Report on Form 10-KSB for the year ended December 31,
2005, as filed with the Commission on March 29, 2006.
(e) Current Report on Form 8-K dated March 27, 2006, as filed
with the Commission on March 31, 2006.
(f) Proxy Statement on Schedule 14A dated April 12, 2006, as
filed with the Commission on April 12, 2006.
(g) Current Report on Form 8-K dated April 25, 2006, as filed
with the Commission on April 25, 2006.
(h) Quarterly Report on Form 10-Q for the quarter ended March 31,
2006, as filed with the Commission on May 10, 2006.
(i) Current Report on Form 8-K dated July 21, 2006, as filed
with the Commission on July 21, 2006.
(j) Quarterly Report on Form 10-Q for the quarter ended June 30,
2006, as filed with the Commission on August 8, 2006.
All documents (other than those portions provided under Items 2.02
and 7.01 of Forms 8-K) filed by the Registrant 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 to this Registration Statement indicating
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall also be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof commencing on
the respective dates on which such reports and documents are filed with the
Commission.
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 XVII of the Registrant'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 XVII
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, has 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 Board of directors of the Holding Company 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.
Exhibit No. Description
5.1 Opinion of Krieg DeVault LLP regarding the legality of the
Common Stock being registered.
23.1 Consent of BKD, LLP
23.2 Consent of Krieg DeVault LLP (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included in the signature page of this
Registration Statement).
99.1 1st Independence Restricted Stock Plan
99.2 Form of Restricted Stock Award Agreement
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;
(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,
represent 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 and 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 "Calculations 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; Provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 United States
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933, as amended, 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 Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Commonwealth of Kentucky, on August 17, 2006.
1st INDEPENDENCE FINANCIAL GROUP, INC.
By: /s/ N. William White
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N. William White
President and
Chief Executive Officer
By: /s/ R. Michael Wilbourn
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R. Michael Wilbourn
Executive Vice President
and Chief Financial Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated. Each person whose signature appears below, hereby makes,
constitutes and appoints N. William White and R. Michael Wilbourn, and each of
them severally, as his or her attorney-in-fact 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 and any
subsequent Registration Statement filed pursuant to Rule 462 under the
Securities Act, hereby ratifying and confirming such person's signature as it
may be signed by said attorney to any and all amendments.
/s/ N. William White
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N. William White Director and President August 17, 2006
/s/ Matthew C. Chalfant
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Matthew C. Chalfant Chairman of the Board
of Directors August 17, 2006
/s/ Jack L. Coleman, Jr.
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Jack L. Coleman, Jr. Director August 17, 2006
/s/ Thomas Les Letton
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Thomas Les Letton Director August 17, 2006
/s/ Stephen R. Manecke
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Stephen R. Manecke Director August 17, 2006
/s/ Charles Moore II
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Charles Moore II Director August 17, 2006
/s/ Ronald L. Receveur
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Ronald L. Receveur Director August 17, 2006
/s/ W. Dudley Shryock
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W. Dudley Shryock Director August 17, 2006
/s/ H. Lowell Wainwright, Jr.
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H. Lowell Wainwright, Jr. Director August 17, 2006