As filed with the Securities and Exchange Commission on December 30, 2005
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KENTUCKY BANCSHARES, INC.
(Exact name of Registrant as Specified in Its Charter)
Kentucky 61-0993464
(State of Incorporation) (I.R.S. Employer Identification No.)
P.O. Box 157
Paris, Kentucky 40362-0157
(859) 987-1795
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
KENTUCKY BANCSHARES, INC. 2005 RESTRICTED STOCK GRANT PLAN
(Full Title of the Plan)
Gregory J. Dawson
Chief Financial Officer
KENTUCKY BANCSHARES, INC.
P.O. Box 157
Paris, Kentucky 40362-0157
(859) 987-1795
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copy to:
James A. Giesel, Esq.
Frost Brown Todd LLC
400 West Market Street, 32nd Floor
Louisville, Kentucky 40202-3363
(502) 589-5400
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Proposed Amount of
Being Registered Registered Maximum Maximum Registration
(1) Offering Price Aggregate Fee
Per Share(2) Offering Price
Common Stock, no
Par value 50,000 $29.55 $1,477,500.00 $158.09
(1) This Registration Statement covers shares of common stock, no par value
(the "Common Stock") of Kentucky Bancshares, Inc. (the "Registrant")
which may be offered or sold pursuant to the Kentucky Bancshares, Inc.
2005 Restricted Stock Grant Plan (the "Plan"). This Registration
Statement also relates to such indeterminate number of additional shares
of Common Stock as may be required pursuant to the Plan in the event of a
stock dividend, reverse stock split, split-up, recapitalization,
forfeiture of stock under the Plan or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act of 1933, as amended, solely for the purposes of
determining the amount of the registration fee. The registration fee is
based upon the average of the high and low sale price for a share of
Common Stock, as reported on the Over The Counter Electronic Bulletin
Board operated by Nasdaq as of a date within five business days prior to
the filing of this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required in Part I of this Registration Statement is included
in the prospectus for the Plan, which the Registrant has excluded from this
Registration Statement in accordance with the instructions to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant and the Plan hereby incorporate by reference the following
documents that have previously been filed with the Securities and Exchange
Commission (the "Commission"):
? the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2004;
? the Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005;
? the Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2005;
? the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005;
? the Registrant's Current Reports on Form 8-K filed on February 22 and
December 20, 2005; and
? the Registrant's Current Report on Form 8-K/A filed on January 13,
2005.
In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a) and 13(c), Section 14 and Section 15(d)
of the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment that indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
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 hereof.
Item 4. Description of Securities.
The description of the Registrant's Common Stock, contained in
Registrant's Registration Statement on Form S-8 (File No. 333-92725), including
any amendment or report filed for the purpose of updating such description, is
hereby incorporated by reference.
Item 6. Indemnification of Directors and Officers.
Article 9 of the Articles of Incorporation of the Registrant contain
certain indemnification provisions providing that directors, officers and
employees or agents of the Registrant will be indemnified against expenses
actually and reasonably incurred by them if they are successful on the merits
of a claim or proceeding. Article 9 provides as follows:
A. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to, or is involved in, any action,
suit or proceeding, whether civil, criminal, administrative or investigative
and whether formal or informal (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the KBCA, as the same
exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorney'' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith, and such indemnification shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in paragraph B hereof, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this paragraph A of
Article IX shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of it final disposition; provided, however, that, if the KBCA requires,
the payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this section or
otherwise. The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.
B. Right of Claimant to Bring Suit. If a claim under paragraph A of
this Article IX is not paid in full by the Corporation within 30 days after a
written claim has been received by the Corporation, the claimant may, at any
time thereafter, bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim. It shall be
a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct that makes it permissible under the KBCA for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or its
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
KBCA, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel or its shareholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that the claimant has not met the applicable standard
of conduct.
C. Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article IX shall not be exclusive of any right
that any person may have or hereafter acquire under any statute, provision of
the Articles of Incorporation, Bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise.
D. Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the KBCA.
Generally, under KRS 271B.8-500 et seq., a corporation may indemnify an
individual made a party to a proceeding because he is or was a director against
liability incurred in the proceeding if (a) he conducted himself in good faith,
and (b) he reasonably believed: in the case of conduct in his official
capacity with the corporation, that his conduct was in its best interests; and
in all other cases, that his conduct was at least not opposed to its best
interests; and (c) in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.
A corporation may not indemnify a director: (a) in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation; or (b) in connection with any other
proceeding charging improper personal benefit to him, whether or not involving
action in his official capacity, in which he was adjudged liable on the basis
that personal benefit was improperly received by him.
Indemnification permitted in connection with a proceeding by or in the
right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.
Item 8. Exhibits.
Exhibit
No.
Description
4.1(*)
2005 Restricted Stock Grant Plan
5.1
Opinion of Frost Brown Todd LLC
23.1
Consent of Frost Brown Todd LLC (contained in Exhibit 5.1)
23.2
Consent of Crowe Chizek and Company LLC.
24.1
Powers of Attorney (included in the signature page of
this Registration Statement).
(*) Incorporated by reference to the exhibit to the Registrant's
Current Report on Form 8-K filed on February 22, 2005.
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers 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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this 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 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% change
in the maximum aggregate offering price set forth in "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 this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the undersigned
registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration
Statement;
(2) That, for the purposes 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; and
(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 Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
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 may be permitted to the 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefor, 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 and will be governed
by the final adjudication of such issue.
SIGNATURES
The Registrant. 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 Paris, Commonwealth of Kentucky on
December 29, 2005.
KENTUCKY BANCSHARES, INC.
By: /s/Louis Prichard
Louis Prichard
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints each of Louis Prichard and Gregory J.
Dawson, and each of them singly, such person's true and lawful attorney-in-
fact and agent with full power of substitution and resubstitution, for such
person and in such person's 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 documents in connection therewith, with the Securities and Exchange
Commission, granting unto each 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 in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent, or any substitute or
substitutes of any of them, 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 by the following persons in the
capacities and on the dates indicated.
Signature
Title
Date
/s/Buckner Woodford
Chairman of the Board,
Director
December 23, 2005
Buckner Woodford
/s/Louis Prichard
President and Chief
Executive Officer, Director
December 29, 2005
Louis Prichard
/s/Gregory J. Dawson
Vice President, Chief
Financial and Accounting
Officer
December 29, 2005
Gregory J. Dawson
/s/Theodore Kuster
Director
December 29, 2005
Theodore Kuster
Director
December __, 2005
Robert G. Thompson
Director
December __, 2005
Betty J. Long
/s/Ted McClain
Director
December 23, 2005
Ted McClain
/s/ William Arvin
Director
December 28, 2005
William Arvin
/s/Henry Hinkle
Director
December 29, 2005
Henry Hinkle
Director
December __, 2005
Woodford Van Meter
EXHIBIT INDEX
Exhibit
No.
Description
4.1(*)
2005 Restricted Stock Grant Plan
5.1
Opinion of Frost Brown Todd LLC
23.1
Consent of Frost Brown Todd LLC (contained in Exhibit 5.1)
23.2
Consent of Crowe Chizek and Company LLC.
24.1
Powers of Attorney (included in the signature page of this
Registration Statement).
(*) Incorporated by reference to the exhibit to the Registrant's Current
Report on Form 8-K filed on February 22, 2005.
2