UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
(State or other jurisdiction of incorporation or organization)
61-0993464
(I.R.S. Employer Identification No.)
P.O. Box 157
Paris, Kentucky
(Address of Principal Executive Offices)
40362-0157
(Zip Code)
Kentucky Bancshares, Inc. 2009 Stock Award Plan
(Full title of the plan)
Gregory J. Dawson
Chief Financial Officer
Kentucky Bancshares, Inc.
P.O. Box 157
Paris, Kentucky 40362-0157
(Name and address of agent for service)
(859) 987-1795
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated
filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer ___ Accelerated filer ___
Non-accelerated filer X Smaller reporting company ___
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered (1) share (2) price (2) fee (3)
Common Stock,
no Par value 150,000 15.75 15.75 $168.45
(1) This registration statement (the "Registration Statement") covers
shares of common stock, no par value of Kentucky Bancshares, Inc. (the
"Registrant") which may be offered or sold pursuant to the Kentucky
Bancshares, Inc. 2009 Stock Award Plan (the "Plan"). Pursuant to Rule 416(a)
under the Securities Act of 1933, as amended (the "Securities Act"), this
Registration Statement also covers an indeterminate number of shares that may
be offered or issued as a result of stock splits, stock dividends or similar
transactions.
(2) This calculation which is made solely for the purpose of determining
the amount of the registration fee, is made pursuant to Rule 457(c) and
457(h)of the Securities Act, and is based on the average of the high and low
price of 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.
(3) The Amount of registration fee was calculated pursuant to Section 6(b)
of the Securities Act, which states that the adjusted fee rate effective
December 21, 2009 shall be $71.30 per $1 million of the maximum aggregate
price at which such securities are proposed to be offered. The registration
fee is therefore calculated by multiplying the Proposed Maximum Aggregate
Offering Price by 0.0000713.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in this Part I will be
sent or given to participants in the Plan as specified by Rule 428(b)(1).
Pursuant to the instructions for Form S-8, such documents need not be filed
with the Commission either as part of the Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act. See Rule 428(a)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) and (b) below have been filed by the Registrant
with the Commission and are incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2009;
(b) All other reports filed by us pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report referred to in (a); and
(c) The description of the Registrant's Common Stock, contained in
Registrant's Registration Statement on Form S-8 (File No. 333-92725) filed on
December 14, 1999, including any amendment or report filed for the purpose of
updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered 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 part
thereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed incorporated by
reference in this Registration Statement 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 of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Article 10 of the Articles of Incorporation of the Registrant (the
"Corporation") contains certain indemnification provisions providing that
directors and officers will be indemnified against expenses actually and
reasonably incurred by them if they are successful on the merits of a claim
or proceeding. Article 10 provides as follows:
10.1 General. The Corporation shall, to the fullest extent permitted by,
and in accordance with the provisions of, the Kentucky Business Corporation
Act, as it presently exists or may hereafter be amended, indemnify each
director and officer of the Corporation against expenses (including
attorneys' fees), judgments, taxes, fines, and amounts paid in settlement,
incurred by him in connection with, and shall advance expenses (including
attorneys' fees) incurred by him in defending, any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative
or investigative) to which he is, or is threatened to be made, a party by
reason of the fact that he 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, partner, employee, or agent of another domestic or foreign
corporation, partnership, joint venture, trust or other enterprise.
Advancement of expenses shall be made upon receipt of an undertaking, with
such security, if any, as the Board of Directors or shareholders may
reasonably require, by or on behalf of the person seeking indemnification to
repay amounts advanced if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized herein.
10.2 Non-Exclusive Right. The indemnification provided for by Section
10.1 shall not be deemed exclusive of any other rights to which directors or
officers of the Corporation may be entitled under any statute, provision in
the Corporation's Articles of Incorporation, agreement or action of the Board
of Directors or shareholders of the Corporation, or otherwise, and shall
continue as to a person who has ceased to be a director or officer of the
Corporation, and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
10.3 Insurance. Without in any way limiting the Corporation's power to
purchase and maintain insurance for any other purpose or on behalf of any
other person, the Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, employee, or agent of another domestic or foreign
corporation, partnership, joint venture, trust or other enterprise, against
any liability asserted against him and incurred by him in such capacity or
arising out of his status as such, whether or not the Corporation would have
the power or be obligated to indemnify him against such liability under the
provisions of Section 10.1 of these Bylaws or the Kentucky Business
Corporation Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1(*) Kentucky Bancshares, Inc. 2009 Stock Award Plan
5.1 Opinion of Stoll Keenon Ogden PLLC
10.1 Form of Notice of Nonqualified Stock Option Award
10.2 Form of Notice of Incentive Stock Option Award
23.1 Consent of Stoll Keenon Ogden PLLC (contained in Exhibit 5.1)
23.2 Consent of Crowe Horwath LLP
24.1 Powers of Attorney (included in the signature page of this
Registration Statement)
(*) Incorporated by reference to Exhibit A of the Registrant's Definitive
Proxy Statement on Schedule 14A filed on April 10, 2009.
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 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 the Registration Statement
or any material change to such information in the 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 periodic reports filed with or
furnished to the Commission by the undersigned registrant pursuant to Section
13 or 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(b) 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.
(h) 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, 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 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
this 18th day of May 2010.
KENTUCKY BANCSHARES, INC.
By: _/s/Louis Prichard_____________
Louis Prichard, President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 18, 2010. Each person whose signature to the
Registration Statement appears below hereby 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.
/s/Buckner Woodford____________
Buckner Woodford,
Chairman of the Board,
Director
/s/Louis Prichard________________
Louis Prichard
President and Chief Executive Officer,
Director
/s/Gregory J. Dawson_____________
Gregory J. Dawson
Senior Vice President, Chief Financial and
Accounting Officer
/s/Thedore Kuster_______________
Theodore Kuster,
Director
/s/Robert G. Thompson___________
Robert G. Thompson,
Director
/s/Betty J. Long_________________
Betty J. Long,
Director
/s/Ted McClain_________________
Ted McClain,
Director
/s/William Arvin________________
William Arvin,
Director
/s/Henry Hinkle_________________
Henry Hinkle,
Director
/s/Woodford Van Meter___________
Woodford Van Meter,
Director
/s/Proctor Caudill________________
Proctor Caudill,
Director
/s/Edwin S. Saunier______________
Edwin S. Saunier,
Director
KENTUCKY BANCSHARES, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
EXHIBIT NO. DESCRIPTION
4.1(*) Kentucky Bancshares, Inc. 2009 Stock Award Plan
5.1 Opinion of Stoll Keenon Ogden PLLC
10.1 Form of Notice of Nonqualified Stock Option Award
10.2 Form of Notice of Incentive Stock Option Award
23.1 Consent of Stoll Keenon Ogden PLLC (contained in Exhibit 5.1)
23.2 Consent of Crowe Horwath LLP
24.1 Powers of Attorney (included in the signature page of this
Registration Statement)
(*) Incorporated by reference to Exhibit A of the Registrant's Definitive
Proxy Statement on Schedule 14A filed on April 10, 2009.
9