As filed with the Securities and Exchange Commission on May 19, 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
FIRST BANCTRUST CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 37-140661
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
206 South Central Avenue
Paris, Illinois 61944
(Address of principal executive offices, including zip code)
FIRST BANCTRUST CORPORATION
FIRST BANK & TRUST RETIREMENT SAVINGS PLAN
(Full title of the plan)
WITH A COPY TO:
TERRY J. HOWARD TIMOTHY E. KRAEPEL
PRESIDENT AND CHIEF EXECUTIVE OFFICER HOWARD & HOWARD ATTORNEYS, P.C.
FIRST BANCTRUST CORPORATION THE PINEHURST OFFICE CENTER, SUITE 101
206 SOUTH CENTRAL AVENUE 39400 WOODWARD AVENUE
PARIS, ILLINOIS 61944 BLOOMFIELD HILLS, MICHIGAN 48304-5151
(Name and address of agent for service) (248) 645-1483
(217) 465-6381
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum
to be offering price aggregate
registered per share offering price Amount of
Title of securities to be registered (1) (2) (2) registration fee
------------------------------------ ---------- -------------- -------------- ----------------
Common Stock, par value $0.01 per share 30,000 $12.005 $360,150 $38.54
(1) Pursuant to Rule 416, this registration statement covers an indeterminate
number of additional shares as may be issuable in the event of an
adjustment as a result of an increase in the number of issued shares of
Registrant's Common Stock resulting from a subdivision of such shares, the
payment of stock dividends or certain other capital adjustments; plus, an
indeterminate amount of plan interests to be offered or sold pursuant to
the employee benefit plan described herein.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and (h).
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GENERAL INSTRUCTIONS
E. REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 is filed to register 30,000
additional shares of Common Stock issuable under the First Bank & Trust
Retirement Savings Plan (the "Plan"). First BancTrust Corporation's registration
statement on Form S-8 filed with the Securities and Exchange Commission on June
28, 2002 (File No. 333-91466) registered 20,000 shares (10,000 pre-split)
issuable under the Plan and is incorporated herein by reference, except to the
extent that the items in this registration statement update such information
contained in the prior registration statement. This registration statement is
filed pursuant to General Instruction E to Form S-8.
PART I
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
----------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933, as amended ("Securities Act"),
and the Note to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant are incorporated in this registration
statement by reference:
(1) the Registrant's Annual Report on Form 10-K for the year ended December
31, 2005;
(2) the Registrant's Proxy Statement dated March 17, 2006 (except the
information appearing under the captions "Performance Graph", "Executive
Compensation Committee Report", and "Audit Committee Report" which information
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") and not incorporated herein by
reference);
(3) all other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2005, except for information
furnished under Item 2.02 or
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Item 7.01 of Form 8-K, which is not deemed filed and not incorporated herein by
reference; and
(4) the description of Registrant's Common Stock, $0.01 par value contained
in Registrant's Registration Statement on Form 8-A filed with the Commission on
April 11, 2001 under the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this registration statement and
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 a part hereof from the date of filing such
documents, except for information furnished under Item 2.02 or Item 7.01 of Form
8-K, which is not deemed filed and not incorporated herein by reference.
ITEM 8. EXHIBITS
The exhibits filed herewith or incorporated by reference herein are set
forth in the Exhibit index filed as part of this registration statement.
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 of 1933; (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; (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) above 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 registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
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(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
(4) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
(a) If the registrant is relying on Rule 430B of the Securities
Act: (i) each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in
the registration statement; and (ii) each prospectus required to be
filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to
which that prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or
made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such effective date; or
(b) If the registrant is subject to Rule 430C, each prospectus
filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was
made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior
to such date of first use.
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(5) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such
securities to such purchaser: (i) Any preliminary prospectus or
prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424; (ii) Any free writing
prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant; (iii) The portion of any other free writing prospectus
relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and (iv) Any other communication that is
an offer in the offering made by the undersigned registrant to the
purchaser.
(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 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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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, State of Illinois, on May 19, 2006.
FIRST BANCTRUST CORPORATION
(Registrant)
By: /s/ Terry J. Howard
-------------------------------------
Terry J. Howard
President and Chief Executive Officer
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/ Terry J. Howard President, Chief Executive Officer May 19, 2006
------------------------- and Director
Terry J. Howard (Principal Executive Officer)
/s/ Ellen M. Litteral Chief Financial Officer and Treasurer May 19, 2006
------------------------- (Principal Financial Officer)
Ellen M. Litteral
** Chairman of the Board of Directors May 19, 2006
-------------------------
Terry T. Hutchison
** Director May 19, 2006
-------------------------
John P. Graham
** Director May 19, 2006
-------------------------
Joseph R. Schroeder
** Director May 19, 2006
-------------------------
Vick N. Bowyer
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** Director May 19, 2006
-------------------------
James D. Motley
** Director May 19, 2006
-------------------------
John W. Welborn
** Director May 19, 2006
-------------------------
David W. Dick
** By: /s/ Terry J. Howard
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Terry J. Howard,
Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustee has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Quincy, State of
Illinois, on May 19, 2006.
FIRST BANK & TRUST RETIREMENT SAVINGS
PLAN BY FIRST BANKERS TRUST SERVICES,
INC. AS TRUSTEE
By: /s/ Brian Ippensen
------------------------------------
Brian Ippensen, Trust Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Howard & Howard Attorneys, P.C.
5.2 IRS Determination Letter.
23.1 Consent of BKD LLP.
23.2 Consent of Howard & Howard Attorneys, P.C. (contained in their opinion
filed as Exhibit 5.1).
24.1 Powers of Attorney.
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