LANDMARK BANCORP INC — Regulatory Filings 2003

Feb 11, 2003

S-8 1 a2102713zs-8.htm S-8 QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on February 11, 2003

Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933

LANDMARK BANCORP, INC. (Exact name of Registrant as specified in its charter)

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Delaware	43-1930755
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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800 Poyntz Avenue Manhattan, Kansas 66502 (Address of principal executive offices)

LANDMARK BANCORP, INC. 2001 STOCK INCENTIVE PLAN (Full title of the plan)

Mark A. Herpich Chief Financial Officer 800 Poyntz Avenue Manhattan, Kansas 66502 (Name and address of agent for service)

(785) 565-2000 (Telephone number, including area code, of agent for service)

With copies to:

John E. Freechack, Esq. Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLC 333 West Wacker Drive, Suite 2700 Chicago, Illinois 60606 (312) 984-3100

CALCULATION OF REGISTRATION FEE

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Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share(2)	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(2)
Common Stock, $0.01 par value	150,000 shares	$23.22	$3,483,000	$320.44

end of user-specified TAGGED TABLE (1) Pursuant to Rule 416(a) under the Securities Act, this Registration Statement also registers such indeterminate number of additional shares as may be issuable under the Plan in connection with share splits, share dividends or similar transactions. (2) Estimated pursuant to Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the high and low prices for the Registrant's common stock as reported on February 6, 2003. ZEQ.=1,SEQ=1,EFW="2102713",CP="LANDMARK BANCORP, INC.",DN="1",CHK=819798,FOLIO='blank',FILE='DISK018:[03CHI9.03CHI1489]BE1489A.;4',USER='JBIGHAM',CD=';7-FEB-2003;23:03' THIS IS THE END OF A COMPOSITION COMPONENT

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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 Landmark Bancorp, Inc. 2001 Stock 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.

I-1

ZEQ.=1,SEQ=2,EFW="2102713",CP="LANDMARK BANCORP, INC.",DN="1",CHK=404853,FOLIO='I-1',FILE='DISK018:[03CHI9.03CHI1489]DE1489A.;2',USER='KSEAMON',CD=';7-FEB-2003;14:37' THIS IS THE END OF A COMPOSITION COMPONENT

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PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Certain Documents by Reference.

The following documents previously or concurrently filed by Landmark Bancorp, Inc. (the "Company") with the Commission are hereby incorporated by reference into this Registration Statement:

All documents subsequently filed by the Company or the Plan with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, 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 which is a part hereof (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.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

In accordance with the Delaware General Corporation Law, Articles IX and X of the Company's Certificate of Incorporation provides as follows:

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ZEQ.=2,SEQ=4,EFW="2102713",CP="LANDMARK BANCORP, INC.",DN="1",CHK=87116,FOLIO='II-2',FILE='DISK018:[03CHI9.03CHI1489]DG1489A.;3',USER='TCHAN',CD=';7-FEB-2003;23:29'

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ZEQ.=3,SEQ=5,EFW="2102713",CP="LANDMARK BANCORP, INC.",DN="1",CHK=326070,FOLIO='II-3',FILE='DISK018:[03CHI9.03CHI1489]DG1489A.;3',USER='TCHAN',CD=';7-FEB-2003;23:29'

II-4

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The Company also carries Directors' and Officers' liability insurance in the amount of $4.0 million.

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ZEQ.=5,SEQ=7,EFW="2102713",CP="LANDMARK BANCORP, INC.",DN="1",CHK=581636,FOLIO='II-5',FILE='DISK018:[03CHI9.03CHI1489]DG1489A.;3',USER='TCHAN',CD=';7-FEB-2003;23:29'

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

See the Exhibit Index following the signature page in this Registration Statement, which Exhibit Index is incorporated herein by reference.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(b) The undersigned 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 Section 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 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.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provision, 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 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 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 Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Registrants certify that they have reasonable grounds to believe that they meet all of the requirements of filing on Form S-8 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunder duly authorized, in the City of Manhattan, State of Kansas, on February 11, 2003.

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LANDMARK BANCORP, INC.
By:	/s/ PATRICK L. ALEXANDER Patrick L. Alexander Principal Executive Officer
By:	/s/ MARK A. HERPICH Mark A. Herpich Principal Accounting and Financial Officer

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POWER OF ATTORNEY

Know all men by these presents, that each person whose signature appears below constitutes and appoints Patrick L. Alexander and Mark A. Herpich, and each of them, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or 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 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 he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities indicated on February 11, 2003.

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Signature	Title
/s/ PATRICK L. ALEXANDER Patrick L. Alexander	President, Chief Executive Officer and Director
/s/ LARRY SCHUGART Larry Schugart	Chairman and Director
/s/ RICHARD A. BALL Richard A. Ball	Director
/s/ BRENT A. BOWMAN Brent A. Bowman	Director
/s/ JOSEPH L. DOWNEY Joseph L. Downey	Director
/s/ JIM LEWIS Jim Lewis	Director
/s/ JERRY R. PETTLE Jerry R. Pettle	Director
/s/ SUSAN E, ROEPKE Susan E. Roepke	Director
/s/ DUANE ROSS Duane Ross	Director
/s/ DAVE SNAPP Dave Snapp	Director

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II-8

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LANDMARK BANCORP, INC. EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT

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Exhibit No.	Description	Filed Herewith
5.1	Opinion of Barack Ferrazzano Kirschbaum Perlman & Nagelberg	X
10.1	Landmark Bancorp, Inc. Stock Incentive Plan	X
23.1	Consent of KPMG LLP	X
23.2	Consent of Regier Carr & Monroe, L.L.P	X
23.3	Consent of Barack Ferrazzano Kirschbaum Perlman & Nagelberg	Included in Exhibit 5.1
24.1	Power of Attorney	Included on the Signature Page to this Registration Statement

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TOC_BEGIN PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS TOC_BEGIN PART II INFORMATION NOT REQUIRED IN PROSPECTUS

TOC_BEGIN SIGNATURES POWER OF ATTORNEY TOC_BEGIN LANDMARK BANCORP, INC. EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT SEQ=,FILE='QUICKLINK',USER=MWEINST,SEQ=,EFW="2102713",CP="LANDMARK BANCORP, INC.",DN="1" TOCEXISTFLAG