Registration No.333-______
Filed June 28, 2002
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 Certificate of Incorporation)
Delaware 37-1406661
______________________________________________________________________________
(State of incorporation) (IRS Employer Identification No.)
206 South Central Avenue
Paris, Illinois 61944
______________________________________________________________________________
(Address of principal executive offices, including zip code)
First Bank & Trust Retirement Savings Plan
______________________________________________________________________________
(Full Title of the Plan)
Terry J. Howard
President and Chief Executive Officer
First BancTrust Corporation
206 South Central Avenue
Paris, Illinois 61944
(217) 465-6381
______________________________________________________________________________
(Name, address and telephone number of agent for service)
Copies to:
Stephen M. Ege, Esq.
Patricia J. Wohl, Esq.
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W.
Washington, D.C. 20005
(202) 347-0300
Index to Exhibits is located on page 5.
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(3) Offering Price(3) Fee
______________________________________________________________________________
Common Stock,
par value
$.01 10,000(2) $16.45 $164,500 $15.13
______________________________________________________________________________
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to the First Bank & Trust Retirement Savings Plan (the "Plan") as a
result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of First BancTrust Corporation (the "Company"
or the "Registrant").
(2) Represents an estimate of such presently undeterminable number of shares
as may be purchased with employee contributions pursuant to the Plan.
In addition, pursuant to rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(c). The Proposed Maximum
Offering Price Per Share is equal to the average of the high and low
prices of the Common Stock on the Nasdaq SmallCap Market on June 25,
2002.
__________________________
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act and
17 C.F.R. Section 230.462.
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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 or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2001.
(b) All reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), since the end of the fiscal year covered by the
Form 10-KSB referred to in clause (a) above.
(c) The description of the Common Stock of the Company contained in
the Company's Registration Statement on Form 8-A filed with the
Commission on April 11, 2001.
(d) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof 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.
Any statement contained in this Registration Statement, or 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 of this Registration Statement.
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Item 4. Description of Securities.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
Item. 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 10 of the Registrant's Certificate of Incorporation provides as
follows:
Article 10. Indemnification. The Corporation shall indemnify its
directors, officers, employees, agents and former directors, officers,
employees and agents, and any other persons serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
association, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees, judgments, fines and amounts paid in
settlement) incurred in connection with any pending or threatened action, suit
or proceeding, whether civil, criminal, administrative or investigative, with
respect to which such director, officer, employee, agent or other person is a
party, or is threatened to be made a party, to the full extent permitted by
the General Corporation Law of the State of Delaware, provided, however, that
the Corporation shall not be liable for any amounts which may be due to any
person in connection with a settlement of any action, suit or proceeding
effected without its prior written consent or any action, suit or proceeding
initiated by any person seeking indemnification hereunder without its prior
written consent. The indemnification provided herein (i) shall not be deemed
exclusive of any other right to which any person seeking indemnification may
be entitled under any bylaw, agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in any other capacity, and (ii) shall inure to the
benefit of the heirs, executors and administrators of any such person. The
Corporation shall have the power, but shall not be obligated, to purchase and
maintain insurance on behalf of any person or persons enumerated above against
any liability asserted against or incurred by them or any of them arising out
of their status as corporate directors, officers, employees, or agents whether
or not the Corporation would have the power to indemnify them against such
liability under the provisions of this Article 10.
Article VI of the Registrant's Amended and Restated Bylaws provides as
follows:
ARTICLE VI. INDEMNIFICATION, ETC. OF DIRECTORS,
OFFICERS AND EMPLOYEES
6.1 Indemnification. The Corporation shall provide indemnification to
its directors, officers, employees, agents and former directors, officers,
employees and agents and to others in accordance with the Corporation's
Certificate of Incorporation.
6.2 Advancement of Expenses. Reasonable expenses (including
attorneys' fees) incurred by a director, officer or employee of the
Corporation in defending any civil, criminal, administrative or investigative
action, suit or proceeding described in Section 6.1 may be paid by
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the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors only upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified by
the Corporation.
6.3 Other Rights and Remedies. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Corporation's Certificate of
Incorporation, any agreement, vote of stockholders or disinterested directors
or otherwise, both as to actions in their official capacity and as to actions
in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer or employee and shall inure to
the benefit of the heirs, executors and administrators of such person.
6.4 Insurance. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer of employee of the Corporation, or is or was
serving at the request of the corporation as a director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him or incurred by him in any such
capacity or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of its Certificate of Incorporation or this Article VI.
6.5 Modification. The duties of the Corporation to indemnify and to
advance expenses to a director, officer or employee provided in this Article
VI shall be in the nature of a contract between the Corporation and each such
person, and no amendment or repeal of any provision of this Article VI shall
alter, to the detriment of such person, the right of such person to the
advance of expenses or indemnification related to a claim based on an act or
failure to act which took place prior to such amendment or repeal.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-B):
No. Exhibit
--- -------
4.0 Form of Stock Certificate of First BancTrust Corporation *
23.0 Consent of BKD, LLP
24.0 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement).
____________________
* Incorporated herein by reference from the Registration Statement
on Form SB-2, as amended, filed on December 15, 2000, Registration
No. 333-51934.
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Item 9. Undertakings.
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, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change in such information in the
Registration Statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-effective amendment
by those clauses is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act 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.
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 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 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.
5. 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of 1933 and will be governed by the final adjudication of such
issue.
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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 Paris, Illinois, on this 27th day of June 2002.
FIRST BANCTRUST CORPORATION
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. Each person whose signature appears
below hereby makes, constitutes and appoints Terry J. Howard his or her true
and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of
substitution any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorney to any and all amendments.
/s/ Terry J. Howard June 27, 2002
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Terry J. Howard
President, Chief Executive Officer
and Director
/s/ Terry T. Hutchison June 27, 2002
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Terry T. Hutchison
Chairman of the Board
/s/ David W. Dick June 27, 2002
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David W. Dick, Director
/s/ Christopher M. Eldredge June 27, 2002
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Christopher M. Eldredge, Director
/s/ Joseph R. Schroeder June 27, 2002
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Joseph R. Schroeder, Director
/s/ Mary Ann Tucker June 27, 2002
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Mary Ann Tucker, Director
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/s/ John W. Welborn June 27, 2002
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John W. Welborn, Director
/s/ Ellen M. Litteral June 27, 2002
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Ellen M. Litteral, Chief Financial
Officer and Treasurer (Principal
Accounting and Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, the trustee
has duly caused this Registration Statement to be signed by the undersigned
hereunto duly authorized, in the City of Quincy, State of Illinois, on June
27, 2002.
FIRST BANK & TRUST
RETIREMENT SAVINGS PLAN
June 27, 2002 By: /s/ Linda Shultz Trust Officer
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First BankersTrust Company, N.A., as Trustee
Name: Linda Shultz
Title: Trust Officer
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