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As filed with the Securities and Exchange Commission on May 10, 2004.
File No. 333-_____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CITIZENS FIRST CORPORATION
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(Exact name of Registrant as specified in its charter)
KENTUCKY 61-0912615
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1805 CAMPBELL LANE, BOWLING GREEN, KENTUCKY 42104
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(Address of Principal Executive Offices)(Zip Code)
CITIZENS FIRST CORPORATION 2002 STOCK OPTION PLAN
CITIZENS FIRST CORPORATION 2003 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
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(Full title of plans)
Mary D. Cohron
President and Chief Executive Officer
Citizens First Corporation
1805 Campbell Lane
Bowling Green, Kentucky 42104
(270) 393-0700
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(Name, address and telephone number, including area code, of agent for service)
Copy to:
Caryn F. Price, Esq.
Wyatt, Tarrant & Combs, LLP
500 W. Jefferson Street, Suite 2800
Louisville, Kentucky 40202
(502) 589-5235
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount Proposed Maximum Proposed Amount Of
to be to be Offering Price Maximum Aggregate Registration
Registered Registered per Share (1) Offering Price (1) Fee (1)
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Common Stock,
no par value 160,000 (2) $13.875 $2,220,000 $281.27
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(1) 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 bid and asked prices of the Common Stock as reported
on the Over-the-Counter Bulletin Board on May 6, 2004, pursuant to
Rule 457(h)(1).
(2) The Registrant also hereby registers such indeterminate number of
additional shares of Common Stock as may be issued pursuant to the
anti-dilution provisions of the plans and pursuant to Rule 416(a) under
the Securities Act of 1933, as amended (the "Securities Act").
Exhibit Index on Page 7.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Citizens First Corporation
(the "Registrant") with the Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated herein by reference
and deemed to be a part hereof from the date of the filing of such documents:
1. The Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 2003, including the information
incorporated in the Form 10-KSB from the Proxy Statement of
the Registrant filed pursuant to Section 14(a) of the Exchange
Act for the Registrant's 2004 Annual Meeting of Shareholders;
and
2. All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 2003.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant's articles of incorporation authorize the
Registrant to issue up to 5,000,000 shares of common stock, no par value,
844,057 of which are currently issued and outstanding, and 500 shares of
preferred stock, none of which are issued and outstanding. Shares of common
stock are entitled to share equally in dividends from legally available funds,
when, as and if declared by the Registrant's board of directors. Each holder of
common stock is entitled to one vote for each share on all matters submitted to
the shareholders. Whenever the Registrant issues new shares of capital stock,
holders of common stock will not have any right to acquire authorized but
unissued capital stock. No redemption, sinking fund or conversion rights or
provisions apply to the Registrant's common stock.
The Registrant's articles of incorporation and bylaws contain
certain provisions designed to assist its board of directors in playing a role
if any group or person attempts to acquire control of the Registrant so that the
board of directors can further protect the interests of the Registrant' and its
shareholders under the circumstances. These provisions, which may help the board
of directors determine that a sale of control is in the best interests of the
shareholders, or enhance the board of directors' ability to maximize the value
to be received by the shareholders upon a sale of control, are summarized below.
The Registrant's articles of incorporation authorize its board
of directors, without further shareholder approval to issue shares of preferred
stock and to determine the terms of the preferred stock. Preferred stock may
have voting rights, subject to applicable law and as determined by the board of
directors. Although the Registrant has neither issued, nor has any present plans
to issue, any preferred stock, the ownership and control of the Registrant by
the holders of its common stock would be diluted if the Registrant were to issue
preferred stock that had voting rights. The authority to issue additional shares
of common stock and preferred stock provides the Registrant with the flexibility
necessary to meet future needs without the delay resulting from seeking
shareholder approval. The authorized but unissued shares of common stock and
preferred stock may be issued from time to time for any corporate purpose,
including, stock splits, stock dividends, employee benefit and compensation
plans (including awards under the Registrant's stock option plans), acquisitions
and public or private sales for cash as a means of raising capital. The shares
could be used to dilute the stock ownership of persons seeking to obtain
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control of the Registrant. The sale of a substantial number of shares of voting
stock to persons who have an understanding with the Registrant concerning the
voting of such shares, or the distribution or declaration of a dividend of
shares of voting stock (or the right to receive voting stock) to the
shareholders, may have the effect of discouraging or increasing the cost of
unsolicited attempts to acquire control of the Registrant.
The Registrant's articles of incorporation provide that the
board of directors is to be divided into three classes, with each class to be as
nearly equal in number as possible. The directors in each class serve three-year
terms of office. The effect of having a classified board of directors is that
only approximately one-third of the members of the board of directors are
elected each year. As a result, two annual meetings are required for
shareholders to change a majority of the members of the board of directors. The
purpose of dividing the board of directors into classes is to facilitate
continuity and stability of leadership by insuring that experienced personnel
familiar with the Registrant will be represented on the board of directors at
all times, and to permit management to plan for the future for a reasonable
amount of time. However, by potentially delaying the time within which an
acquirer could obtain working control of the board of directors, such provisions
may discourage some potential mergers, tender offers or takeover attempts.
The Registrant's bylaws provide that a shareholder may
nominate members of the board of directors or submit proposals to be presented
at an annual meeting of shareholders only upon at least 60 days prior written
notice to the Registrant.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Kentucky Business Corporation Act, a corporation
may indemnify any director against liability if the director
o conducted himself or herself in good faith,
o reasonably believed, in the case of conduct in his or her
official capacity with the corporation, that his or her conduct
was in the best interests of the corporation,
o reasonably believed, in all other civil cases, that his or her
conduct was at least not opposed to the corporation's best
interests, and
o in the case of any criminal proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
Unless limited by its articles of incorporation, a Kentucky
corporation must indemnify, against reasonable expenses incurred by him or her,
a director who was wholly successful, on the merits or otherwise, in defending
any proceeding to which he or she was a party because he or she is or was a
director of the corporation. Expenses incurred by a director in defending a
proceeding may be paid by the corporation in advance of the final disposition of
the proceeding if three conditions are met
o the director must furnish the corporation a written affirmation
of the director's good faith belief that he or she has met
the standard of conduct as set forth above,
o the director must furnish the corporation a written undertaking
by or on behalf of a director to repay such amount
if is ultimately determined that he or she is not entitled to
be indemnified by the corporation against such expenses, and
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o a determination must be made that the facts then known to those
making the determination would not preclude indemnification.
A director may apply for court-ordered indemnification under
certain circumstances. Unless a corporation's articles of incorporation provide
otherwise, an officer of a corporation is entitled to mandatory indemnification
and is entitled to apply for court-ordered indemnification to the same extent as
a director. The corporation may indemnify and advance expenses to an officer,
employee or agent of the corporation to the same extent as to a director. A
corporation may also indemnify and advance expenses to an officer, employee or
agent who is not a director to the extent, consistent with public policy, that
may be provided by its articles of incorporation, bylaws, general or specific
action of its board of directors or contract.
The Registrant's bylaws provide for the indemnification of its
directors and officers to the fullest extent permitted by Kentucky law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index on page 7, which is incorporated herein by
reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement
to include any additional or changed material information on the plan
of distribution.
(2) For determining any liability under the Securities Act of
1933, to treat each post-effective amendment as a new registration
statement of the securities being offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end 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 (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 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer 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.
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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 City of Bowling Green, Commonwealth of Kentucky, on the
10th day of May, 2004.
CITIZENS FIRST CORPORATION
By: /s/Mary D. Cohron
_____________________
Mary D. Cohron
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Mary D. Cohron and Bill D.
Wright, with the power to act without the other, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her, and 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 other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his or her 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 on Form S-8 has been signed below by the following
persons on the dates and in the capacities indicated.
NAME CAPACITY DATE
/s/Mary D. Cohron President, Chief Executive May 10, 2004
Mary D. Cohron Officer and Director
(Principal Executive Officer)
/s/Bill D. Wright Chief Financial Officer May 10, 2004
Bill D. Wright (Principal Financial and
Accounting Officer)
_________________ Chairman of the Board May __, 2004
Floyd H. Ellis and Director
/s/ Jerry E> Baker Director May 10, 2004
Jerry E. Baker
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_______________________ Director May __, 2004
Billy J. Bell
/s/ Barry D. Bray Director May 10, 2004
Barry D. Bray
/s/ Sarah Glenn Grise Director May 10, 2004
Sarah Glenn Grise
_______________________
John J. Kelly Director May __, 2004
_______________________ Director May __, 2004
James H. Lucas
/s/ James H. Lucas
/s/ Joe B. Natcher, Jr.
Joe B. Natcher, Jr. Director May 10, 2004
/s/ John T. Perkins Director May 10, 2004
John T. Perkins
/s/ Jack W. Sheidler Director May 10, 2004
Jack W. Sheidler
___________________ Director May __, 2004
Wilson L. Stone
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT NUMBER DESCRIPTION PAGE
4.1 Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 of the
Company's Registration Statement on Form SB-2
(No. 333-103238)).
4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form SB-2
(No. 333-103238)).
5 Opinion and Consent of Wyatt, Tarrant & Combs, LLP. 8
23.1 Consent of Wyatt, Tarrant & Combs, LLP
(included in Exhibit 5).
23.2 Consent of BKD, LLP. 9
24 Power of Attorney (precedes signatures).
99.1 Citizens First Corporation 2002 Stock Option Plan
(incorporated by reference to Exhibit 10.13 of the
Registrant's Registration Statement on
Form SB-2 (No. 333-103238)).
99.2 Citizens First Corporation 2003 Stock Option Plan for
Non-Employee
Directors (incorporated by reference to Exhibit 10.14
of the Registrant's Registration Statement on Form SB-2
(No. 333-103238)).
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EXHIBIT 5
[Letterhead of Wyatt, Tarrant & Combs, LLP]
May 6, 2004
Board of Directors
Citizens First Corporation
1805 Campbell Lane
Bowling Green, Kentucky 42104
Ladies and Gentlemen:
We have acted as counsel to Citizens First Corporation, a Kentucky
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), to register a total of 160,000 shares (the "Shares") of the
Company's common stock, no par value, 120,000 of such shares to be issued under
the Citizens First Corporation 2002 Stock Option Plan and 40,000 of such shares
to be issued under the Citizens First Corporation 2003 Stock Option Plan for
Non-Employee Directors (the "Plans").
We have examined and are familiar with the Company, its organization
and proceedings related thereto. We have also examined such other documents and
procedures as we have considered necessary for the purpose of this opinion. We
have assumed, for purposes of this opinion, that the Shares will be validly
authorized on the respective dates of issuance of the Shares under the Plan, and
that, on the dates of issuance of the Shares under the Plan, the obligations of
the Company under the Plan will constitute the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms.
Based upon the foregoing and subject to the qualifications hereinafter
set forth, we are of the opinion that the Shares, when issued and sold in
accordance with the Registration Statement, the prospectuses delivered to the
participants in the Plans pursuant to the requirements of the Act, the pertinent
provisions of any applicable state securities laws and the Plans, will be
validly issued, fully paid and nonassessable.
Our opinion is directed to the Board of Directors of the Company and
may not be relied upon by anyone other than said directors and the recipients of
the prospectuses and participants in the Plans. We expressly disclaim any
responsibility for advising you of any change hereafter occurring in
circumstances touching or concerning the transaction which is the subject of
this opinion, including any changes in the law or in factual matters occurring
subsequent to the date of this opinion.
We are members of the Bars of the Commonwealth of Kentucky and the
States of Indiana and Tennessee. We do not purport to be experts on or express
any opinion herein concerning any law other than the laws of the Commonwealth of
Kentucky, the States of Indiana and Tennessee and the federal law of the United
States.
We hereby consent to the filing of this opinion, or copies thereof, as
an Exhibit to the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Sincerely yours,
/s/ WYATT, TARRANT & COMBS, LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Citizens First Corporation on Form S-8 of our report dated February 19,2004,
on our audits of the consolidated financial statements of Citizens First
Corporation as of December 31, 2003 and 2002, and for the years ended
December 31, 2003 and 2002, which report is included in its Annual Report on
Form 10-KSB.
/s/ BKD, LLP
Louisville, Kentucky
May 3, 2004
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