amendeds3.htm
As
filed with the Securities and Exchange Commission on February 2,
2009.
Registration
No. 333-156777
_____________________________________________________________________________________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-3
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF
1933
CITIZENS
FIRST CORPORATION
(Exact
name of registrant as specified in its charter)
Kentucky
61--0912615
(State or
other jurisdiction of incorporation or
organization) (I.R.S.
Employer Identification Number)
1065
Ashley Street, Suite 200
Bowling
Green, Kentucky 42103
(270)
393-0700
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Mary
D. Cohron
President
and Chief Executive Officer
Citizens
First Corporation
1065
Ashley Street, Suite 200
Bowling
Green, Kentucky 42103
(270)
393-0700
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copy
to:
Caryn
F. Price
Wyatt,
Tarrant & Combs, LLP
500
W. Jefferson Street, Suite 2800
Louisville,
Kentucky 40202
(502)
589-5235
Approximate date of commencement of
proposed sale to the public: From time to time after the effective date
of this registration statement.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box: ¨
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. ¨
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ¨
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
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 ¨
Smaller reporting company x
CALCULATION OF REGISTRATION
FEE
|
Title
of each class of securities to be registered
|
Amount
to be registered
|
Proposed
maximum
offering
price
per
unit
|
Proposed
maximum aggregate offering price
|
Amount
of
registration
fee (3)
|
|
Warrant
to Purchase Common Stock, and underlying shares of Common Stock, no par
value
|
254,218(1)
|
$5.18(2)
|
$1,316,849(2)
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$51.75
|
|
|
|
|
|
|
(1) There
are being registered hereunder (a) a warrant for the purchase of
254,218 shares of common stock with an initial per share exercise price of $
5.18 per share, (b) the 254,218 shares of common stock issuable upon exercise of
such warrant and (c) and such additional number of shares of common stock, of a
currently undeterminable amount, as may from time to time become issuable by
reasons of stock splits, stock dividends and certain anti-dilution provisions
set forth in such warrant, which shares of common stock are registered hereunder
pursuant to Rule 416.
|
|
(2)
Calculated in accordance with Rule 457(i) with respect to the per share
exercise price of the warrant of
$5.18.
|
The registrant hereby amends this
registration statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment that
specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until
this registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to Section 8(a), may
determine.
SUBJECT
TO COMPLETION, DATED FEBRUARY 2, 2009
PROSPECTUS
CITIZENS
FIRST CORPORATION
WARRANT
TO PURCHASE 254,218 SHARES OF COMMON STOCK
254,218
SHARES OF COMMON STOCK
This
prospectus relates to the potential resale from time to time by selling
securityholders of some or all of the shares of a warrant to purchase 254,218
shares of common stock, or the warrant, and any shares of common stock issuable
from time to time upon exercise of the warrant. In this prospectus, we refer to
the warrant and the shares of common stock issuable upon exercise of the
warrant, collectively, as the securities. The warrant along with a new series of
preferred stock, our Fixed Rate Cumulative Perpetual Preferred Stock, Series A,
or the Series A preferred stock, was originally issued by us pursuant to the
Letter Agreement dated December 19, 2008, and the related Securities Purchase
Agreement – Standard Terms, between us and the United States Department of the
Treasury, which we refer to as the initial selling securityholder, in a
transaction exempt from the registration requirements of the Securities Act of
1933, as amended, or the Securities Act.
The
initial selling securityholder and its successors, including transferees, which
we collectively refer to as the selling securityholders, may offer the
securities from time to time directly or through underwriters, broker-dealers or
agents and in one or more public or private transactions and at fixed prices,
prevailing market prices, at prices related to prevailing market prices or at
negotiated prices. If these securities are sold through underwriters,
broker-dealers or agents, the selling securityholders will be responsible for
underwriting discounts or commissions or agents’ commissions.
We will
not receive any proceeds from the sale of securities by the selling
securityholders.
Our
common stock is listed on the Nasdaq Global Market under the symbol
"CZFC". The last reported sale price of our common stock on the
Nasdaq Global Market was $4.31 per share on January 30,
2009. You are urged to obtain current market quotations of the common
stock.
Investing
in our securities involves a high degree of risk. See "Risk Factors"
beginning on page 4.
Our
principal executive offices are located at 1065 Ashley Street, Suite 200,
Bowling Green, Kentucky 42103, and our telephone number is (270)
393-0700.
________________________________
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
The
securities are not savings accounts, deposits or obligations of any bank and are
not insured by the FDIC or any other governmental agency.
The date
of this prospectus is _______ __, 2009.
TABLE
OF CONTENTS
Page
|
ABOUT
THIS PROSPECTUS
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3
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FORWARD-LOOKING
STATEMENTS
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3
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RISK
FACTORS
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4
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USE
OF PROCEEDS
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11
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DESCRIPTION
OF WARRANT TO PURCHASE COMMON STOCK
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12
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DESCRIPTION
OF CAPITAL STOCK
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13
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PLAN
OF DISTRIBUTION
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17
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SELLING
SECURITYHOLDERS
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18
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LEGAL
MATTERS
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19
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EXPERTS
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19
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WHERE
YOU CAN FIND MORE INFORMATION
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19
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You
should rely only on the information contained or incorporated by reference in
this prospectus. Neither we nor the selling securityholders have authorized any
other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. The
selling securityholders are not making an offer to sell these securities in any
jurisdiction where the offer or sale of these securities is not permitted. You
should assume that the information appearing in this prospectus is accurate only
as of the date on the front cover of this prospectus and that any information we
have incorporated by reference is accurate only as of the date of the document
incorporated by reference. Our business, financial condition, results of
operations and prospects may have changed since these dates.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement we filed with the Securities and
Exchange Commission, or the SEC, using a “shelf” registration process. Under
this shelf registration process, the selling securityholders may, from time to
time, offer and sell, in one or more offerings, the securities described in this
prospectus.
We may
provide a prospectus supplement containing specific information about the terms
of a particular offering by the selling securityholders. The prospectus
supplement may add, update or change information in this prospectus. If the
information in this prospectus is inconsistent with a prospectus supplement, you
should rely on the information in that prospectus supplement. You should read
both this prospectus and, if applicable, any prospectus supplement. See “Where
You Can Find More Information” for more information.
In this
prospectus, “Citizens First,” “we,” “our,” “ours,” and “us” refer to Citizens
First Corporation, which is a bank holding company headquartered in Bowling
Green, Kentucky, and its subsidiaries on a consolidated basis, unless the
context otherwise requires. References to “Citizens First Bank” or “the Bank”
mean Citizens First Bank, which is our bank subsidiary.
FORWARD-LOOKING
STATEMENTS
This
prospectus and the documents incorporated by reference contain statements that
are considered “forward-looking statements” within the meaning of United States
securities laws. In addition, Citizens First and its management may make other
written or oral communications from time to time that contain forward-looking
statements. Forward-looking statements, including statements about industry
trends, management’s future expectations and other matters that do not relate
strictly to historical facts, are based on assumptions by management, and are
often identified by such forward-looking terminology as “expect,” “look,”
“believe,” “anticipate,” “estimate,” “seek,” “may,” “will,” “trend,” “target,”
and “goal” or similar statements or variations of such terms.
Forward-looking
statements are subject to various risks and uncertainties, which change over
time, are based on management’s expectations and assumptions at the time the
statements are made, and are not guarantees of future results. Management’s
expectations and assumptions, and the continued validity of the forward-looking
statements, are subject to change due to a broad range of factors affecting the
national and global economies, the equity, debt and other financial markets, as
well as factors specific to Citizens First and its subsidiary Citizens First
Bank.
Actual
outcomes and results may differ materially from what is expressed in our
forward-looking statements and from our historical financial results due to the
factors discussed elsewhere in this prospectus or disclosed in our other SEC
filings. Forward-looking statements should not be relied upon as representing
our expectations or beliefs as of any date subsequent to the time this
prospectus is filed with the SEC. Citizens First undertakes no obligation to
revise the forward-looking statements contained in this prospectus to reflect
events after the time it is filed with the SEC. The factors discussed herein are
not intended to be a complete summary of all risks and uncertainties that may
affect our businesses. Though we strive to monitor and mitigate risk, we cannot
anticipate all potential economic, operational and financial developments that
may adversely impact our operations and our financial results.
Forward-looking
statements should not be viewed as predictions, and should not be the primary
basis upon which investors evaluate Citizens First. Any investor in Citizens
First should consider all risks and uncertainties disclosed under the heading
“Risk Factors” and in our SEC filings described below under the heading “Where
You Can Find More Information,” all of which are accessible on the SEC’s website
at
http://www.sec.gov.
RISK
FACTORS
An
investment in our securities is subject to certain risks. You should carefully
review the following risk factors and other information contained in this
prospectus and the documents incorporated by reference, before deciding whether
an investment in our securities is suited to your particular
circumstances. The risks and uncertainties not presently known to us
or that we currently deem immaterial also may impair our business operations. If
any of the following risks actually occur, our business, results of operations
and financial condition could suffer. In that event, the value of our securities
could decline, and you may lose all or part of your investment. The risks
discussed below also include forward-looking statements, and our actual results
may differ materially from those discussed in these forward-looking
statements.
Risks
Relating to Citizens First
Negative
developments beginning in the latter half of 2007 and throughout 2008 in the
sub-prime mortgage market and the securitization markets for such loans,
together with substantial volatility in oil prices and other factors, have
resulted in uncertainty in the financial markets in general and a related
general economic downturn, continuing into 2009. Dramatic declines in
the housing market, with decreasing home prices and increasing delinquencies and
foreclosures, have negatively impacted the credit performance of mortgage and
construction loans and resulted in significant write-downs of assets by many
financial institutions. In addition, the values of real estate
collateral supporting many loans have declined and may continue to
decline. General downward economic trends, reduced availability of
commercial credit and increasing unemployment have negatively impacted the
credit performance of commercial and consumer credit, resulting in additional
write-downs. Concerns over the stability of the financial markets and
the economy have resulted in decreased lending by financial institutions to
their customers and to each other. This market turmoil and tightening
of credit has led to increased commercial and consumer deficiencies, lack of
customer confidence, increased market volatility and widespread reduction in
general business activity. Competition among depository institutions
for deposits has increased significantly. Financial institutions
have experienced decreased access to deposits or borrowings. The
resulting economic pressure on consumers and businesses and the lack of
confidence in the financial markets may adversely affect our business, financial
condition, results of operations and stock price.
Our
ability to assess the creditworthiness of customers and to estimate the losses
inherent in our credit exposure is made more complex by these difficult market
and economic conditions. As a result of the foregoing factors, there
is a potential for new federal or state laws and regulations regarding lending
and funding practices and liquidity standards, and bank regulatory agencies are
expected to be very aggressive in responding to concerns and trends identified
in examinations. This increased government action may increase our
costs and limit our ability to pursue certain business
opportunities. We also may be required to pay even higher Federal
Deposit Insurance Corporation (“FDIC”) premiums than the recently increased
level, because financial institution failures resulting from the depressed
market conditions have depleted and may continue to deplete the deposit
insurance fund and reduce its ratio of reserves to insured
deposits.
A
worsening of these conditions would likely exacerbate the adverse effects of
these difficult market and economic conditions on us, our customers and the
other financial institutions in our market. As a result, we may
experience increases in foreclosures, delinquencies and customer bankruptcies,
as well as more restricted access to funds.
Recent
legislative and regulatory initiatives to address difficult market and economic
conditions may not stabilize the U.S. banking system.
The
recently enacted Emergency Economic Stabilization Act of 2008 (the “EESA”)
authorizes Treasury to purchase from financial institutions and their holding
companies up to $700 billion in mortgage loans, mortgage-related securities and
certain other financial instruments, including debt and equity securities issued
by financial institutions and their holding companies, under a troubled asset
relief program, or “TARP.” The purpose of TARP is to restore
confidence and stability to the U.S. banking system and to encourage financial
institutions to increase their lending to customers and to each
other. The Treasury has allocated $250 billion towards the TARP
Capital Purchase Program. Under the TARP Capital Purchase Program,
Treasury is purchasing equity securities from participating
institutions. The
EESA
also
increased federal deposit insurance on most deposit accounts from $100,000 to
$250,000. This increase is in place until the end of 2009 and is not
covered by deposit insurance premiums paid by the banking industry.
The EESA
followed, and has been followed by, numerous actions by the Federal Reserve, the
U.S. Congress, Treasury, the FDIC, the SEC and others to address the current
liquidity and credit crisis that has followed the sub-prime meltdown that
commenced in 2007. These measures include homeowner relief that
encourage loan restructuring and modification; the establishment of significant
liquidity and credit facilities for financial institutions and investment banks;
the lowering of the federal funds rate; emergency action against short selling
practices; a temporary guaranty program for money market funds; the
establishment of a commercial paper funding facility to provide back-stop
liquidity to commercial paper issuers; and coordinated international efforts to
address illiquidity and other weaknesses in the banking sector. The purpose
of these legislative and regulatory actions is to stabilize the U.S. banking
system. The EESA and the other regulatory initiatives described above may not
have their desired effects. If the volatility in the markets
continues and economic conditions fail to improve or worsen, our business,
financial condition and results of operations could be materially and adversely
affected.
Current
levels of market volatility are unprecedented.
The
capital and credit markets have been experiencing volatility and disruption for
more than a year. In recent months, the volatility and disruption has reached
unprecedented levels. In some cases, the markets have produced
downward pressure on stock prices and credit availability for certain issuers
without regard to those issuers’ underlying financial strength. If current
levels of market disruption and volatility continue or worsen, there can be no
assurance that we will not experience an adverse effect, which may be material,
on our ability to access capital and on our business, financial condition and
results of operations.
Our
lending and deposit gathering activities have been historically concentrated
primarily in the southcentral Kentucky area and our success depends on the
general economic condition of the area. Although we believe the economy in our
local communities has been favorable, we do not know whether these conditions
will continue. Adverse changes in the regional and general economic
conditions could reduce our growth rate, impair our ability to collect loans,
increase loan delinquencies, increase problem assets and foreclosure, increase
claims and lawsuits, decrease the demand for the Bank’s products and services,
and decrease the value of collateral for loans, especially real estate, thereby
having a material adverse effect on our financial condition and results of
operations.
Our
allowance for loan losses may prove to be insufficient to absorb potential
losses in our loan portfolio.
Lending
money is a substantial part of our business. However, every loan we make carries
a certain risk of non-payment. This risk is affected by, among other
things:
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·
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cash
flow of the borrower and/or the project being
financed;
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·
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in
the case of a collateralized loan, the changes and uncertainties as to the
future value of the collateral;
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·
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the
credit history of a particular
borrower;
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·
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changes
in economic and industry conditions;
and
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·
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the
duration of the loan.
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We
maintain an allowance for loan losses that we believe is a reasonable estimate
of known and inherent losses within the loan portfolio. We make various
assumptions and judgments about the collectibility of our loan portfolio.
Through a periodic review and consideration of the loan portfolio, management
determines the amount of the allowance for loan losses by considering general
market conditions, credit quality of the loan portfolio, the collateral
supporting the loans and performance of customers relative to their financial
obligations with us. The amount of future losses is susceptible to changes
in economic, operating and other conditions, including changes in interest
rates, which may be beyond our control, and these losses may exceed current
estimates. Growing loan portfolios are, by their nature, unseasoned. As a
result, estimating loan loss allowances for growing portfolios is more
difficult, and may be more susceptible to changes in estimates, and to losses
exceeding estimates, than more seasoned portfolios. We cannot fully predict the
amount or timing of losses or whether the loss allowance will be adequate in the
future. Excessive loan losses and significant additions to our allowance for
loan losses could have a material adverse impact on our financial condition and
results of operations.
In
addition, bank regulators periodically review our allowance for loan losses and
may require us to increase our provision for loan losses or recognize further
loan charge-offs. Any increase in our allowance for loan losses or loan
charge-offs as required by these regulatory authorities might have a material
adverse effect on our financial condition and results of
operations.
Our
loan portfolio possesses increased risk due to our relatively high concentration
of loans collateralized by real estate.
Approximately
65.7% of our loan portfolio as of September 30, 2008 was comprised of loans
collateralized by real estate. An adverse change in the economy affecting values
of real estate generally or in our primary market specifically could
significantly impair the value of our collateral and our ability to sell the
collateral upon foreclosure. The real estate collateral provides an alternate
source of repayment in the event of default by the borrower and may deteriorate
in value during the time the credit is extended. If real estate values decline,
it is also more likely that we would be required to increase our allowance for
loan losses. If during a period of reduced real estate values we are required to
liquidate the collateral securing a loan to satisfy the debt or to increase our
allowance for loan losses, it could materially reduce our profitability and
adversely affect our financial condition.
Due to
the high level of competition for deposits in our market, we utilize a sizable
amount of advances from the Federal Home Loan Bank of Cincinnati to help fund
our asset base. Federal Home Loan Bank advances may generally be more sensitive
to changes in interest rates and volatility in the capital markets than retail
deposits attracted through our branch network, and our reliance on these sources
of funds increases the sensitivity of our portfolio to these external factors.
At September 30, 2008, we had $21.0 million in Federal Home Loan Bank
advances.
Federal
Home Loan Bank advances are only available to borrowers that meet certain
conditions. If the Bank were to cease meeting these conditions, our access to
Federal Home Loan Bank advances could be significantly reduced or
eliminated.
We rely
on these sources of funds because we believe that generating funds through
Federal Home Loan Bank advances in many instances decreases our cost of funds,
relative to the cost of generating and retaining retail deposits through our
branch network. If our access to Federal Home Loan Bank advances were reduced or
eliminated for whatever reason, the resulting decrease in our net interest
income or limitation on our ability to fund additional loans would adversely
affect our business, financial condition and results of operations.
Certain
Federal Home Loan Banks, including Cincinnati, have experienced lower earnings
from time to time and paid out lower dividends to its members. Future problems
at the Federal Home Loan Banks may impact the collateral necessary to secure
borrowings and limit the borrowings extended to its member banks, as well as
require additional capital contributions by its member banks. Should this occur,
Citizens First’s short term liquidity needs could be negatively impacted. Should
Citizens First be restricted from using Federal Home Loan Bank advances due to
weakness in the system or with the Federal Home Loan Bank of Cincinnati,
Citizens First may be forced to find alternative funding sources. These
alternative funding sources may include seeking lines of credit with third party
banks or the Federal Reserve Bank, borrowing under repurchase agreement lines,
increasing deposit rates to attract additional funds, accessing brokered
deposits, or selling certain investment securities categorized as
available-for-sale in order to maintain adequate levels of
liquidity.
Our
future success is dependent on our ability to compete effectively in the highly
competitive banking industry.
We face
substantial competition in all phases of our operations from a variety of
different competitors. Our future growth and success will depend on our ability
to compete effectively in this highly competitive environment. To date, we have
grown our business by focusing on our geographic market and emphasizing the high
level of service and responsiveness desired by our customers. We compete for
loans, deposits and other financial services with other commercial banks,
thrifts, credit unions, consumer finance companies, insurance companies and
brokerage firms. Many of our competitors offer products and services which we do
not offer, and many have substantially greater resources, name recognition and
market presence that benefit them in attracting business. In addition, larger
competitors may be able to price loans and deposits more aggressively than we
do, and smaller and newer competitors may also be more aggressive in terms of
pricing loan and deposit products than us in order to obtain a larger share of
the market. Some of the financial institutions and financial services
organizations with which we compete are not subject to the same degree of
regulation as is imposed on bank holding companies, federally insured
state-chartered banks and national banks and federal savings banks. As a result,
these non-bank competitors have certain advantages over us in accessing funding
and in providing various services.
We also
experience competition from a variety of institutions outside of our market
area. Some of these institutions conduct business primarily over the Internet
and may thus be able to realize certain cost savings and offer products and
services at more favorable rates and with greater convenience to the
customer.
Our
business may be adversely affected by the highly regulated environment in which
we operate, including the various capital adequacy guidelines we are required to
meet.
We are
subject to extensive federal and state legislation, regulation, examination and
supervision. Recently enacted, proposed and future legislation and regulations
have had, will continue to have, or may have a material adverse effect on our
business and operations. Our success depends on our continued ability to
maintain compliance with these regulations. Some of these regulations may
increase our costs and thus place other financial institutions in stronger, more
favorable competitive positions. We cannot predict what restrictions may be
imposed upon us with future legislation. See “Item 1.-Descriptionof Business -
Supervision and Regulation” in our Annual Report on Form 10-K for the year ended
December 31, 2007, which is incorporated herein by reference. See
“Where You Can Find More Information. ”
We and
the Bank are required to meet certain regulatory capital adequacy guidelines and
other regulatory requirements imposed by the FRB, the FDIC and the Kentucky
Department of Financial Institutions. If we or the Bank fail to meet these
minimum capital guidelines and other regulatory requirements, our financial
condition and results of operations could be materially and adversely affected.
See “Item 1 –Description of Business - Supervision and Regulation” in our Annual
Report on Form 10-K for the year ended December 31, 2007, which is incorporated
herein by reference, for descriptions of the capital guidelines applicable to us
and the Bank. See “Where You Can Find More Information.”
We
may be adversely affected by interest rate changes.
Our
earnings are largely dependent upon our net interest income. Net interest income
is the difference between interest income earned on interest-earning assets such
as loans and securities and interest expense paid on interest-bearing
liabilities such as deposits and borrowed funds. Interest rates are highly
sensitive to many factors that are beyond our control, including general
economic conditions and policies of various governmental and regulatory
agencies, in particular, the Federal Reserve. Changes in monetary policy,
including changes in interest rates, could influence not only the interest we
receive on loans and securities and the amount of interest we pay on deposits
and borrowings, but such changes could also affect (i) our ability to originate
loans and obtain deposits, (ii) the fair value of our financial assets and
liabilities, and (iii) the average duration of our loan and mortgage-backed
securities portfolios. If the interest rates paid on deposits and other
borrowings increase at a faster rate than the interest rates received on loans
and other investments, our
net
interest income, and therefore earnings, could be adversely affected. Earnings
could also be adversely affected if the interest rates received on loans and
other investments fall more quickly than the interest rates paid on deposits and
other borrowings.
We
generally seek to maintain a neutral position in terms of the volume of assets
and liabilities that mature or re-price during any period. As such, Citizens
First has adopted asset and liability management strategies to attempt to
minimize the potential adverse effects of changes in interest rates on net
interest income, primarily by altering the mix and maturity of loans,
investments and funding sources, so that it may reasonably maintain its net
interest income and net interest margin. However, interest rate fluctuations,
the level and shape of the interest rate yield curve, loan prepayments, loan
production and deposit flows are constantly changing and influence the ability
to maintain a neutral position. Accordingly, we may not be successful in
maintaining a neutral position and, as a result, our net interest margin may be
adversely impacted.
We
may elect or be compelled to seek additional capital in the future, but that
capital may not be available when it is needed.
We are
required by federal and state regulatory authorities to maintain adequate levels
of capital to support our operations. In addition, we may elect to
raise additional capital to support our business or to finance acquisitions, if
any, or we may otherwise elect or be required to raise additional
capital. In that regard, a number of financial institutions have
recently raised considerable amounts of capital in response to a deterioration
in their results of operations and financial condition arising from the turmoil
in the mortgage loan market, deteriorating economic conditions, declines in real
estate values and other factors. Should we be required by regulatory
authorities to raise additional capital, we may seek to do so through the
issuance of, among other things, our common stock or preferred
stock.
Our
ability to raise additional capital, if needed, will depend on conditions in the
capital markets, economic conditions and a number of other factors, many of
which are outside our control, and on our financial performance. Accordingly, we
cannot assure you of our ability to raise additional capital if needed or on
terms acceptable to us. If we cannot raise additional capital when needed, it
may have a material adverse effect on our financial condition, results of
operations and prospects.
Our
exposure to operational risks may adversely affect us.
Similar
to other financial institutions, we are exposed to many types of operational
risk, including reputational risk, legal and compliance risk, the risk of fraud
or theft by employees or outsiders, the risk that sensitive customer or company
data is compromised, unauthorized transactions by employees or operational
errors, including clerical or record-keeping errors. If any of these risks
occur, it could result in material adverse consequences for us.
We
continually encounter technological change, and we may have fewer resources than
many of our competitors to continue to invest in technological
improvements.
The
financial services industry is undergoing rapid technological changes, with
frequent introductions of new technology-driven products and services. In
addition to better serving customers, the effective use of technology increases
efficiency and enables financial institutions to reduce costs. Our future
success will depend, in part, upon our ability to address the needs of our
clients by using technology to provide products and services that will satisfy
client demands for convenience, as well as to create additional efficiencies in
our operations. Many of our competitors have substantially greater resources to
invest in technological improvements. We may not be able to effectively
implement new technology-driven products and services or be successful in
marketing these products and services to our clients.
As a
service to our clients, we currently offer an Internet PC banking product. Use
of this service involves the transmission of confidential information over
public networks. We cannot be sure that advances in computer capabilities, new
discoveries in the field of cryptography or other developments will not result
in a compromise or breach in the commercially available encryption and
authentication technology that we use to protect our clients' transaction data.
If we were to experience such a breach or compromise, we could suffer losses and
our operations could be adversely affected.
Our
accounting policies and methods impact how we report our financial condition and
results of operations. Application of these policies and methods may require
management to make estimates about matters that are uncertain.
Our
accounting policies and methods are fundamental to how we record and report our
financial condition and results of operations. Our management must exercise
judgment in selecting and applying many of these accounting policies and methods
so they comply with U.S. generally accepted accounting principles and reflect
management’s judgment of the most appropriate manner to report our financial
condition and results of operations. In some cases, management must select the
accounting policy or method to apply from two or more alternatives, any of which
might be reasonable under the circumstances yet might result in our reporting
materially different amounts than would have been reported under a different
alternative. For a description of our significant accounting policies, see Note
1 of the Notes to Consolidated Financial Statements contained in our Annual
Report on Form 10-K for the year ended December 31, 2007, which is incorporated
herein by reference. See “Where You Can Find More
Information.” These accounting policies are critical to presenting our
financial condition and results of operations. They may require management to
make difficult, subjective or complex judgments about matters that are
uncertain. Materially different amounts could be reported under different
conditions or using different assumptions.
Changes
in accounting standards could materially impact our consolidated financial
statements.
The
accounting standard setters, including the Financial Accounting Standards Board,
SEC and other regulatory bodies, from time to time may change the financial
accounting and reporting standards that govern the preparation of our
consolidated financial statements. These changes can be hard to predict and can
materially impact how we record and report our financial condition and results
of operations. In some cases, we could be required to apply a new or revised
standard retroactively, resulting in changes to previously reported financial
results, or a cumulative charge to retained earnings.
Our
internal controls may be ineffective.
We
regularly review and update our internal controls, disclosure controls and
procedures and corporate governance policies and procedures. As a result, we may
incur increased costs to maintain and improve our controls and procedures. Any
system of controls, however well designed and operated, is based in part on
certain assumptions and can provide only reasonable, not absolute, assurances
that the objectives of the system are met. Any failure or circumvention of our
controls or procedures or failure to comply with regulations related to controls
and procedures could have a material adverse effect on our business, results of
operations or financial condition.
We
rely on dividends from the Bank for substantially all of our
revenue.
Citizens
First Corporation receives substantially all of its revenue as dividends from
the Bank. Federal and state regulations limit the amount of dividends
that the Bank may pay to Citizens First. In the event the Bank
becomes unable to pay dividends to Citizens First, Citizens First may not be
able to service its debt, pay its other obligations or pay dividends on our
preferred stock or our common stock. Accordingly, our inability to
receive dividends from the Bank could also have a material adverse effect on our
business, financial condition and results of operations and the value of your
investment in our common stock.
Risks
Relating to Our Common Stock
Trading
in shares of our common stock is limited and the price of our common stock due
to this limited trading market may fluctuate significantly which may make it
difficult for you to resell the common stock when you want or at prices you find
attractive.
Our
common stock is thinly traded. Thinly traded stock can be more
volatile than stock trading in an active public market. We cannot
predict the extent to which an active public market for our common stock will
develop or be sustained or how our common stock will trade in the
future. In recent years, the stock market has experienced a high
level
of price
and volume volatility and market prices for the stock of many companies have
experienced wide price fluctuations that have not necessarily been related to
their operating performance. Therefore, our shareholders may not be
able to sell their shares at the volumes, prices, or times that they desire.
The
market value of our common stock may also be affected by conditions affecting
the financial markets in general, including price and trading fluctuations.
These conditions may result in (i) volatility in the level of, and
fluctuations in, the market prices of stocks generally and, in turn, our common
stock and (ii) sales of substantial amounts of our common stock in the
market, in each case that could be unrelated or disproportionate to changes in
our operating performance. These broad market fluctuations may adversely affect
the market value of our common stock.
There
may be future sales of additional common stock or preferred stock or other
dilution of our equity, which may adversely affect the market price of our
common stock.
We are
not restricted from issuing additional common stock or preferred stock,
including any securities that are convertible into or exchangeable for, or that
represent the right to receive, common stock or preferred stock or any
substantially similar securities. The market value of our common stock could
decline as a result of sales by us of a large number of shares of common stock
or preferred stock or similar securities in the market or the perception that
such sales could occur.
Anti-takeover
provisions could negatively impact our stockholders.
Provisions
in our articles of incorporation and bylaws, the corporate law of the State of
Kentucky and federal regulations could delay or prevent a third party from
acquiring us, despite the possible benefit to our stockholders, or otherwise
adversely affect the market price of any class of our equity securities,
including our common stock. These provisions include the election of
directors to staggered terms of three years and advance notice requirements for
nominations for election to our Board of Directors and for proposing matters
that stockholders may act on at stockholder meetings.” In addition,
because we are a bank holding company, purchasers of 10% or more of our common
stock may be required to obtain approvals under the Change in Bank Control Act
of 1978, as amended, or the Bank Holding Company Act of 1956, as amended (and in
certain cases such approvals may be required at a lesser percentage of
ownership). Specifically, under regulations adopted by the Federal
Reserve, (a) any other bank holding company may be required to obtain the
approval of the Federal Reserve to acquire or retain 5% or more of our common
stock and (b) any person other than a bank holding company may be required to
obtain the approval of the Federal Reserve to acquire or retain 10% or more of
our common stock.
These
provisions may discourage potential takeover attempts, discourage bids for our
common stock at a premium over market price or adversely affect the market price
of, and the voting and other rights of the holders of, our common stock.
These provisions could also discourage proxy contests and make it more difficult
for holders of our common stock to elect directors other than the candidates
nominated by our Board of Directors.
The
securities purchase agreement between us and Treasury limits our ability to pay
dividends on and repurchase our common stock.
The
securities purchase agreement between us and Treasury provides that prior to the
earlier of (i) December 19, 2011 and (ii) the date on which all of the shares of
the Series A preferred stock have been redeemed by us or transferred by Treasury
to third parties, we may not, without the consent of Treasury, (a) increase the
cash dividend on our common stock or (b) subject to limited exceptions, redeem,
repurchase or otherwise acquire shares of our common stock or preferred stock
other than the Series A preferred stock. In addition, we are unable
to pay any dividends on our common stock unless we are current in our dividend
payments on our preferred stock. These restrictions, together with
the potentially dilutive impact of the warrant described in the next risk
factor, could have a negative effect on the value of our common
stock. Moreover, holders of our common stock are entitled to
receive dividends only when, as and if declared by our Board of
Directors.
If
we defer payments of interest on our outstanding junior subordinated debt
securities or if certain defaults relating to those debt
securities occur, we will be prohibited from declaring or paying dividends
or distributions on, and from making liquidation payments with respect
to, our capital stock.
As of
September 30, 2008, we had outstanding $5.0 million aggregate principal amount
of junior subordinated debt securities issued in connection with the sale of
trust preferred securities. We have also guaranteed those trust preferred
securities. The indenture under which the securities were issued,
together with the related guarantee, prohibits us, subject to limited
exceptions, from declaring or paying any dividends or distributions on, or
redeeming, repurchasing, acquiring or making any liquidation payments with
respect to, any of our capital stock at any time when (i) there shall have
occurred and be continuing an event of default under the indenture or any event,
act or condition that with notice or lapse of time or both would constitute an
event of default under the indenture; or (ii) we are in default with respect to
payment of any obligations under the related guarantee; or (iii) we have
deferred payment of interest on the junior subordinated debt securities
outstanding under that indenture. In that regard, we are entitled, at our option
but subject to certain conditions, to defer payments of interest on the junior
subordinated debt securities from time to time for up to five
years.
Events of
default under the indenture generally consist of our failure to pay interest on
the junior subordinated debt securities outstanding under certain circumstances,
our failure to pay any principal of or premium on such junior subordinated debt
securities when due, our failure to comply with certain covenants under the
indenture, and certain events of bankruptcy, insolvency or liquidation relating
to us or Citizens First Bank.
As a
result of these provisions, if we were to elect to defer payments of interest on
the junior subordinated debt securities, or if any of the other events described
in clause (i) or (ii) of the first paragraph of this risk factor were to occur,
we would be prohibited from declaring or paying any dividends on our capital
stock, from redeeming, repurchasing or otherwise acquiring any of our capital
stock, and from making any payments to holders of our capital stock in the event
of our liquidation, which would likely have a material adverse effect on the
market value of our common stock. Moreover, without notice to or
consent from the holders of our capital stock, we may issue additional series of
junior subordinated debt securities in the future with terms similar to those of
our existing junior subordinated debt securities or enter into other financing
agreements that limit our ability to purchase or to pay dividends or
distributions on our capital stock, including our common stock.
Our
preferred stock impacts net income available to our common stockholders and
earnings per common share, and the warrant we issued to Treasury may be dilutive
to holders of our common stock.
The
dividends declared on our preferred stock will reduce the net income available
to common stockholders and our earnings per common share. Our
preferred stock will also receive preferential treatment in the event of
liquidation, dissolution or winding up of Citizens
First. Additionally, the ownership interest of the existing holders
of our common stock will be diluted to the extent the warrant we issued to
Treasury is exercised. The shares of common stock underlying the
warrant represent approximately 11.4% of the shares of our common stock
outstanding as of December 31, 2008 (including the shares issuable upon exercise
of the warrant in total shares outstanding). Although Treasury has
agreed not to vote any of the shares of common stock it receives upon exercise
of the warrant, a transferee of any portion of the warrant or of any shares of
common stock acquired upon exercise of the warrant is not bound by this
restriction.
USE
OF PROCEEDS
We will
not receive any proceeds from any sale of the securities by the selling
securityholders.
The
following is a brief description of the terms of the warrant that may be resold
by the selling securityholders. This summary does not purport to be complete in
all respects. This description is subject to and qualified in its entirety by
reference to the warrant, a copy of which has been filed with the SEC and is
also available upon request from us.
Shares
of Common Stock Subject to the Warrant
The
warrant is initially exercisable for 254,218 shares of our common stock. If we
complete one or more qualified equity offerings on or prior to December 31,
2009 that result in our receipt of aggregate gross proceeds of not less than
$8,779,000, which is equal to 100% of the aggregate liquidation preference of
the Series A preferred stock, the number of shares of common stock underlying
the warrant then held by the selling securityholders will be reduced by 50% to
127,109 shares. The number of shares subject to the warrant are subject to the
further adjustments described below under the heading “—Adjustments to the
Warrant.”
Exercise
of the Warrant
The
initial exercise price applicable to the warrant is $5.18 per share of common
stock for which the warrant may be exercised. The warrant may be exercised at
any time on or before December 19, 2018 by surrender of the warrant and a
completed notice of exercise attached as an annex to the warrant and the payment
of the exercise price for the shares of common stock for which the warrant is
being exercised. The exercise price may be paid either by the withholding by
Citizens First of such number of shares of common stock issuable upon exercise
of the warrant equal to the value of the aggregate exercise price of the warrant
determined by reference to the market price of our common stock on the trading
day on which the warrant is exercised or, if agreed to by us and the
warrantholder, by the payment of cash equal to the aggregate exercise price. The
exercise price applicable to the warrant is subject to the further adjustments
described below under the heading “—Adjustments to the Warrant.”
Upon
exercise of the warrant, certificates for the shares of common stock issuable
upon exercise will be issued to the warrantholder. We will not issue fractional
shares upon any exercise of the warrant. Instead, the warrantholder will be
entitled to a cash payment equal to the market price of our common stock on the
last day preceding the exercise of the warrant (less the pro-rated exercise
price of the warrant) for any fractional shares that would have otherwise been
issuable upon exercise of the warrant. We will at all times reserve the
aggregate number of shares of our common stock for which the warrant may be
exercised. We have listed the shares of common stock issuable upon exercise of
the warrant with the Nasdaq Global Market.
Rights
as a Shareholder
The
warrantholder shall have no rights or privileges of the holders of our common
stock, including any voting rights, until (and then only to the extent) the
warrant has been exercised.
Transferability
The
initial selling securityholder may not transfer a portion of the warrant with
respect to more than 127,109 shares of common stock until the earlier of the
date on which Citizens First has received aggregate gross proceeds from a
qualified equity offering of at least $8,779,000 and December 31, 2009. The
warrant, and all rights under the warrant, are otherwise
transferable.
Adjustments
to the Warrant
Adjustments in Connection with Stock
Splits, Subdivisions, Reclassifications and Combinations. The number of
shares for which the warrant may be exercised and the exercise price applicable
to the warrant will be proportionately adjusted in the event we pay dividends or
make distributions of our common stock, subdivide, combine or reclassify
outstanding shares of our common stock.
Anti-dilution Adjustment.
Until the earlier of December 19, 2011 and the date the initial selling
securityholder no longer holds the warrant (and other than in certain permitted
transactions described below), if we issue any shares of
common
stock (or securities convertible or exercisable into common stock) for less than
90% of the market price of the common stock on the last trading day prior to
pricing such shares, then the number of shares of common stock into which the
warrant is exercisable and the exercise price will be adjusted. Permitted
transactions include issuances:
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as
consideration for or to fund the acquisition of businesses and/or related
assets;
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in
connection with employee benefit plans and compensation related
arrangements in the ordinary course and consistent with past practice
approved by our board of directors;
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in
connection with public or broadly marketed offerings and sales of common
stock or convertible securities for cash conducted by us or our affiliates
pursuant to registration under the Securities Act, or Rule 144A thereunder
on a basis consistent with capital-raising transactions by comparable
financial institutions (but do not include other private transactions);
and
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in
connection with the exercise of preemptive rights on terms existing as of
December 19, 2008.
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Other Distributions. If we
declare any dividends or distributions other than our historical, ordinary cash
dividends, the exercise price of the warrant will be adjusted to reflect such
distribution.
Certain Repurchases. If we
effect a pro rata
repurchase of common stock both the number of shares issuable upon exercise of
the warrant and the exercise price will be adjusted.
Business Combinations. In the
event of a merger, consolidation or similar transaction involving Citizens First
and requiring shareholder approval, the warrantholder’s right to receive shares
of our common stock upon exercise of the warrant shall be converted into the
right to exercise the warrant for the consideration that would have been payable
to the warrantholder with respect to the shares of common stock for which the
warrant may be exercised, as if the warrant had been exercised prior to such
merger, consolidation or similar transaction.
Our
authorized capital stock consists of 5,000,000 shares of common stock, no par
value per share, and 500 shares of preferred stock, no par value per
share.
As of
December 31, 2008, there were 1,968,777 shares of common stock issued and
outstanding, 250 shares of Series A preferred stock issued and outstanding, and
250 shares of Cumulative Perpetual Preferred Stock issued and
outstanding.
Common
Stock
Holders
of our common stock are entitled to receive dividends if, as and when declared
by our board of directors out of any funds legally available for dividends.
Holders of our common stock are also entitled, upon our liquidation, and after
claims of creditors and the preferences of Series A preferred stock, and any
other class or series of preferred stock outstanding at the time of liquidation,
to receive pro rata our
net assets. We pay dividends on our common stock only if we have paid or
provided for all dividends on our outstanding shares of preferred stock, for the
then current period and, in the case of any cumulative preferred stock, all
prior periods.
Our
Series A preferred stock has and our outstanding Cumulative Perpetual Preferred
Stock have, and any other series of preferred stock upon issuance will have,
preference over our common stock with respect to the payment of dividends and
the distribution of assets in the event of our liquidation or dissolution. Our
preferred stock also has such other preferences as currently, or as may be,
fixed by our board of directors.
Holders
of our common stock are entitled to one vote for each share that they hold and
are vested with all of the voting power except as our board of directors has
provided, or may provide in the future, with respect to preferred stock or any
other class or series of preferred stock that the board of directors may
hereafter authorize. Shares of our common stock are not redeemable, and have no
subscription, conversion or preemptive rights.
Our
common stock is listed on the Nasdaq Global Market. Outstanding shares of our
common stock are validly issued, fully paid and non-assessable. Holders of our
common stock are not, and will not be, subject to any liability as
shareholders.
So long as any shares of Series A
preferred stock remain outstanding, unless all accrued and unpaid dividends for
all prior dividend periods have been paid or are contemporaneously declared and
paid in full, no dividend whatsoever shall be paid or declared on Citizens
First’s common stock or other junior stock, other than a dividend payable solely
in common stock. We and our subsidiaries also may not purchase, redeem or
otherwise acquire for consideration any shares of our common stock or other
junior stock unless we have paid in full all accrued dividends on the Series A
preferred stock for all prior dividend periods, other than:
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purchases,
redemptions or other acquisitions of our common stock or other junior
stock in connection with the administration of our employee benefit plans
in the ordinary course of business pursuant to a publicly announced
repurchase plan up to the increase in diluted shares outstanding resulting
from the grant, vesting or exercise of equity-based
compensation;
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purchases
or other acquisitions by broker-dealer subsidiaries of Citizens First, if
any, solely for the purpose of market-making, stabilization or customer
facilitation transactions in junior stock or parity stock in the ordinary
course of its business;
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purchases
or other acquisitions by broker-dealer subsidiaries, if any, of Citizens
First for resale pursuant to an offering by Citizens First of our stock
that is underwritten by the related broker-dealer
subsidiary;
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any
dividends or distributions of rights or junior stock in connection with
any shareholders’ rights plan or repurchases of rights pursuant to any
shareholders’ rights plan;
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acquisition
of record ownership of junior stock or parity stock for the beneficial
ownership of any other person who is not Citizens First or a subsidiary of
Citizens First, including as trustee or custodian;
and
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the
exchange or conversion of junior stock for or into other junior stock or
of parity stock for or into other parity stock or junior stock but only to
the extent that such acquisition is required pursuant to binding
contractual agreements entered into before December 19, 2008 or any
subsequent agreement for the accelerated exercise, settlement or exchange
thereof for common stock.
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Transfer Agent and
Registrar. The
transfer agent and registrar for our common stock is Registrar and Transfer
Company.
Restrictions on
Ownership. The
Bank Holding Company Act requires any “bank holding company,” as defined in the
Bank Holding Company Act, to obtain the approval of the Federal Reserve Board
prior to the acquisition of 5% or more of our common stock. Any person, other
than a bank holding company, is required to obtain prior approval of the Federal
Reserve Board to acquire 10% or more of our common stock under the Change in
Bank Control Act. Any holder of 25% or more of our common stock, or a holder of
5% or more if such holder otherwise exercises a “controlling influence” over us,
is subject to regulation as a bank holding company under the Bank Holding
Company Act. Chapter 286 of the Kentucky Revised Statutes requires any “bank
holding company,” as defined in Chapter 286, to obtain prior approval of the
department of financial institutions before acquiring control of Citizens First
or the Bank.
Series
A Preferred Stock
The
following is a brief description of the terms of the Series A preferred
stock. This description is subject to and qualified in its entirety
by reference to our amended and restated articles of incorporation, as amended,
including the
articles
of amendment and related certificate of designation with respect to the Series A
preferred stock, copies of which have been filed with the SEC and are also
available upon request from us.
250
shares of our preferred stock have been designated as Series A preferred stock,
all of which shares of Series A preferred stock were issued to the initial
selling securityholder on December 19, 2008 in connection with the TARP Capital
Purchase Program for a purchase price of $8,779,000. Shares of Series
A preferred stock rank on a parity with shares of our Cumulative Perpetual
Preferred Stock with respect to the payment of dividends and the amounts to be
paid upon liquidation, dissolution or winding-up.
Dividends Payable On Shares of
Series A Preferred Stock. Holders
of shares of Series A preferred stock are entitled to receive if, as and when
declared by our board of directors or a duly authorized committee of the board,
out of assets legally available for payment, cumulative cash dividends at a rate
per annum of 5% per share on a liquidation preference of $35,116 per share
of Series A preferred stock with respect to each dividend period from December
19, 2008 to, but excluding, December 19, 2013. From and after
December 19, 2013, holders of shares of Series A preferred stock are
entitled to receive cumulative cash dividends at a rate per annum of 9% per
share on a liquidation preference of $35,116 per share of Series A preferred
stock with respect to each dividend period thereafter. Dividends are
payable quarterly in arrears on each
February 15, May 15, August 15 and November 15,
starting with February 15, 2009.
Redemption. The
Series A preferred stock may not be redeemed prior to February 15, 2012 unless
we have received aggregate gross proceeds from one or more qualified equity
offerings (as described below) equal to $2,194,750, which equals 25% of the
aggregate liquidation amount of the Series A preferred stock on the date of
issuance. In such a case, we may redeem the Series A preferred stock, subject to
the approval of Federal Reserve Board, in whole or in part, upon notice as
described below, up to a maximum amount equal to the aggregate net cash proceeds
received by us from such qualified equity offerings. A “qualified equity
offering” is a sale and issuance for cash by us, to persons other than Citizens
First or its subsidiaries after December 19, 2008, of shares of perpetual
preferred stock, common stock or a combination thereof, that in each case
qualify as tier 1 capital of Citizens First at the time of issuance under the
applicable risk-based capital guidelines of the Federal Reserve Board. Qualified
equity offerings do not include issuances made in connection with acquisitions,
issuances of trust preferred securities and issuances of common stock and/or
perpetual preferred stock made pursuant to agreements or arrangements entered
into, or pursuant to financing plans that were publicly announced, on or prior
to October 13, 2008. After February 15, 2012, the Series A preferred
stock may be redeemed at any time, subject to the approval of the Federal
Reserve Board, in whole or in part. In any redemption, the redemption
price is an amount equal to the per share liquidation amount plus accrued and
unpaid dividends to but excluding the date of redemption.
The
Series A preferred stock will not be subject to any mandatory redemption,
sinking fund or similar provisions. Holders of shares of Series A preferred
stock have no right to require the redemption or repurchase of the Series A
preferred stock.
Liquidation Rights. In
the event that we voluntarily or involuntarily liquidate, dissolve or wind up
our affairs, holders of Series A preferred stock will be entitled to receive an
amount per share, referred to as the total liquidation amount, equal to the
fixed liquidation preference of $35,116 per share, plus any accrued and unpaid
dividends, whether or not declared, to the date of payment. Holders of the
Series A preferred stock will be entitled to receive the total liquidation
amount out of our assets that are available for distribution to shareholders,
after payment or provision for payment of our debts and other liabilities but
before any distribution of assets is made to holders of our common stock or any
other shares ranking, as to that distribution, junior to the Series A preferred
stock. If our assets are not sufficient to pay the total liquidation
amount in full to all holders of Series A preferred stock and all holders of any
shares of outstanding parity stock, the amounts paid to the holders of Series A
preferred stock and other shares of parity stock will be paid pro rata in accordance with
the respective total liquidation amount for those holders.
Voting Rights. Except as
indicated below or otherwise required by law, the holders of Series A preferred
stock will not have any voting rights. If the dividends on the Series
A preferred stock have not been paid for an aggregate of six quarterly dividend
periods or more (whether or not consecutive), the authorized number of directors
then constituting our
board of
directors will be increased by two. Holders of Series A preferred stock,
together with the holders of any outstanding parity stock with like voting
rights, referred to as voting parity stock, voting as a single class, will be
entitled to elect the two additional members of our board of directors, referred
to as the preferred stock directors, at the next annual meeting (or at a special
meeting called for the purpose of electing the preferred stock directors prior
to the next annual meeting) and at each subsequent annual meeting until all
accrued and unpaid dividends for all past dividend periods have been paid in
full.
So long
as any shares of Series A preferred stock are outstanding, in addition to any
other vote or consent of shareholders required by law or by our articles of
organization, the vote or consent of the holders of at least 66-2/3% of the
shares of Series A preferred stock at the time outstanding, voting separately as
a single class, given in person or by proxy, either in writing without a meeting
or by vote at any meeting called for the purpose, shall be necessary for
effecting or validating:
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any
amendment or alteration of our articles of incorporation to authorize or
create or increase the authorized amount of, or any issuance of, any
shares of, or any securities convertible into or exchangeable or
exercisable for shares of, any class or series of capital stock ranking
senior to the Series A preferred stock with respect to payment of
dividends and/or distribution of assets on any liquidation, dissolution or
winding up of Citizens First;
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any
amendment, alteration or repeal of any provision of the certificate of
designations for the Series A preferred stock so as to adversely affect
the rights, preferences, privileges or voting powers of the Series A
preferred stock; or
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any
consummation of a binding share exchange or reclassification involving the
Series A preferred stock or of a merger or consolidation of Citizens First
with another entity, unless the shares of Series A preferred stock remain
outstanding following any such transaction or, if Citizens First is not
the surviving entity, are converted into or exchanged for preference
securities and such remaining outstanding shares of Series A preferred
stock or preference securities have rights, references, privileges and
voting powers that are not materially less favorable than the rights,
preferences, privileges or voting powers of the Series A preferred stock,
taken as a whole.
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Cumulative
Perpetual Preferred Stock
The
following is a brief description of the terms of the Cumulative Perpetual
Preferred Stock. This description is subject to and qualified in its
entirety by reference to our amended and restated articles of incorporation, as
amended, including the articles of amendment and related certificate of
designation with respect to the Cumulative Perpetual Preferred Stock, copies of
which have been filed with the SEC and are also available upon request from
us.
We have
issued and outstanding 250 shares of non-voting cumulative convertible
preferred stock that were issued in July 2004 at a stated value of $31,992 per
share, for an aggregate purchase price of $7,998,000. Shares of Cumulative
Perpetual Preferred Stock rank on a parity with the Series A preferred stock
with respect to the payment of dividends and the amounts to be paid upon
liquidation, dissolution or winding-up.
Dividends Payable On Shares of
Cumulative Perpetual Preferred Stock. Holders of shares of
Cumulative Perpetual Preferred Stock are entitled to cumulative annual dividends
at the rate of 6.50% per annum, if and when declared by our board of directors,
out of funds legally available therefore. Dividends declared by the
board of directors will be payable quarterly, each April 30, July 30, October 30
and January 30. Dividends will be payable to holders of record at the
close of business on March 30, June 30, September 30 and December 30
of each year. We will not be able to pay any cash dividends on our
common stock if accrued dividends on the Cumulative Perpetual Preferred Stock
are not paid when due.
Redemption. Shares
of Cumulative Perpetual Preferred Stock are redeemable, in whole or in part, at
our option, on and after July 17, 2007, three years from the issue date of the
shares, at a redemption price of $31,992 per share, plus accrued but unpaid
dividends. If less than all the Cumulative Perpetual Preferred Stock
is to be redeemed, we will select the shares to be redeemed by lot or pro rata
or by any other method determined by our board of directors to be
equitable. Any redemption of the Cumulative Perpetual Preferred Stock
is subject to the prior approval of the Federal Reserve Board.
Voting
Rights. Shares of Cumulative Perpetual Preferred Stock do not
have the right to vote except as otherwise provided by law.
Liquidation
Rights. In the event of the liquidation of Citizens First,
holders of Cumulative Perpetual Preferred Stock will be entitled to receive
$31,992 per share, plus accrued and unpaid dividends, from the net assets
remaining after the satisfaction of our liabilities, before any payment is made
to the holders of our common stock.
Conversion
Rights. The holders of shares of Cumulative Perpetual
Preferred Stock have the right to convert such shares, at the option of the
holder, at any time on or after July 17, 2007, the third anniversary
of the date of issuance, into shares of common stock of Citizens First at a
conversion price of $14.06 per share as of the date of this
prospectus. The conversion price of the Cumulative Perpetual
Preferred Stock is subject to proportional adjustment in the event of any
subdivision or combination of Citizens First's outstanding common stock or any
payment by Citizens First of a stock dividend or distribution of assets (other
than cash dividends payable out of retained earnings) to holders of Citizens
First's common stock.
PLAN
OF DISTRIBUTION
The
selling securityholders and their successors, including their transferees, may
sell the securities directly to purchasers or through underwriters,
broker-dealers or agents, who may receive compensation in the form of discounts,
concessions or commissions from the selling securityholders or the purchasers of
the securities. These discounts, concessions or commissions as to any
particular underwriter, broker-dealer or agent may be in excess of those
customary in the types of transactions involved.
The securities
may be sold in one or more transactions at fixed prices, at prevailing market
prices at the time of sale, at varying prices determined at the time of sale or
at negotiated prices. These sales may be effected in transactions, which may
involve crosses or block transactions:
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·
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on
any national securities exchange or quotation service on which
the preferred stock or the common stock may be listed or quoted
at the time of sale, including, as of the date of this prospectus, the
Nasdaq Global Market in the case of the common
stock;
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|
·
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in
the over-the-counter market;
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·
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in
transactions otherwise than on these exchanges or services or in the
over-the-counter market; or
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·
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through
the writing of options, whether the options are listed on an options
exchange or otherwise.
|
In
addition, any securities that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus.
In
connection with the sale of the securities or otherwise, the selling
securityholders may enter into hedging transactions with broker-dealers, which
may in turn engage in short sales of the common stock issuable
upon exercise of the warrant in the course of hedging the positions they
assume. The selling securityholders may also sell short the common
stock issuable upon exercise of the warrant and deliver common stock
to close out short positions, or loan or pledge the Series A preferred
stock or the common stock issuable upon exercise of the warrant to
broker-dealers that in turn may sell these securities.
The
aggregate proceeds to the selling securityholders from the sale of
the securities will be the purchase price of the securities less
discounts and commissions, if any.
In
effecting sales, broker-dealers or agents engaged by the selling securityholders
may arrange for other broker-dealers to participate. Broker-dealers or agents
may receive commissions, discounts or concessions from the selling
securityholders in amounts to be negotiated immediately prior to the
sale.
In
offering the securities covered by this prospectus, the selling securityholders
and any broker-dealers who execute sales for the selling securityholders may be
deemed to be “underwriters” within the meaning of Section 2(a)(11) of the
Securities Act in connection with such sales. Any profits realized by the
selling securityholders and the compensation of any broker-dealer may be deemed
to be underwriting discounts and commissions. Selling securityholders who are
“underwriters” within the meaning of Section 2(a)(11) of the Securities Act
will be subject to the prospectus delivery requirements of the Securities Act
and may be subject to certain statutory and regulatory liabilities, including
liabilities imposed pursuant to Sections 11, 12 and 17 of the Securities Act and
Rule 10b-5 under the Securities Exchange Act of 1934, or the Exchange
Act.
In order
to comply with the securities laws of certain states, if applicable, the
securities must be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the securities may
not be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The
anti-manipulation rules of Regulation M under the Exchange Act may apply to
sales of securities pursuant to this prospectus and to the activities of
the selling securityholders. In addition, we will make copies of this
prospectus available to the selling securityholders for the purpose of
satisfying the prospectus delivery requirements of the Securities Act, which may
include delivery through the facilities of the Nasdaq Global Market pursuant to
Rule 153 under the Securities Act.
At the
time a particular offer of securities is made, if required, a prospectus
supplement will set forth the number and type of securities being offered and
the terms of the offering, including the name of any underwriter, dealer or
agent, the purchase price paid by any underwriter, any discount, commission and
other item constituting compensation, any discount, commission or concession
allowed or reallowed or paid to any dealer, and the proposed selling price to
the public.
We have
agreed to indemnify the selling securityholders against certain liabilities,
including certain liabilities under the Securities Act. We have also
agreed, among other things, to bear substantially all expenses (other than
underwriting discounts and selling commissions) in connection with the
registration and sale of the securities covered by this
prospectus.
On
December 19, 2008, we issued the securities covered by this prospectus to the
United States Department of Treasury, which is the initial selling
securityholder under this prospectus, in a transaction exempt from the
registration requirements of the Securities Act. The initial selling
securityholder, or its successors, including transferees, may from time to time
offer and sell, pursuant to this prospectus or a supplement to this prospectus,
any or all of the securities they own. The securities to be offered under this
prospectus for the account of the selling securityholders are:
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•
|
|
a
warrant to purchase 254,218 shares of our common stock, representing
beneficial ownership of approximately 11.4% of our common stock as of
December 31, 2008; and
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|
•
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|
254,218
shares of our common stock issuable upon exercise of the warrant, which
shares, if issued, would represent ownership of approximately 11.4% of our
common stock as of December 31,
2008.
|
For
purposes of this prospectus, we have assumed that, after completion of the
offering, none of the securities covered by this prospectus will be held by the
selling securityholders.
Beneficial
ownership is determined in accordance with the rules of the SEC and includes
voting or investment power with respect to the securities. To our knowledge, the
initial selling securityholder has sole voting and investment power with respect
to the securities.
We do not
know when or in what amounts the selling securityholders may offer the
securities for sale. The selling securityholders might not sell any or all of
the securities offered by this prospectus. Because the selling securityholders
may offer all or some of the securities pursuant to this offering, and because
currently no sale of any of the securities is subject to any agreements,
arrangements or understandings, we cannot estimate the number of the securities
that will be held by the selling securityholders after completion of the
offering.
Other
than with respect to the acquisition of the securities, the initial selling
securityholder has not had a material relationship with us.
Information
about the selling securityholders may change over time and changed information
will be set forth in supplements to this prospectus if and when
necessary.
LEGAL
MATTERS
Wyatt,
Tarrant & Combs, LLP, Louisville, Kentucky, will issue an opinion about the
validity of the warrant and the shares of common stock offered by this
prospectus.
EXPERTS
The
financial statements incorporated in this prospectus by reference to the Annual
Report on Form 10-KSB of Citizens First Corporation for the year ended December
31, 2007 have been so incorporated in reliance on the report of Crowe Horwath
LLP (formerly known as Crowe Chizek and Company LLC), an independent registered
public accounting firm, given on the authority of said firm as experts in
auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We have
filed with the SEC a registration statement on Form S-3 under the Securities
Act, of which this prospectus forms a part. The rules and regulations
of the SEC allow us to omit from this prospectus certain information included in
the registration statement. For further information about us and our
securities, you should refer to the registration statement and the exhibits
filed with the registration statement. With respect to the statements
contained in this prospectus regarding the contents of any agreement or any
other document, in each instance, the statement is qualified in all respects by
the complete text of the agreement or document, a copy of which has been filed
as an exhibit to the registration statement.
We file
annual, quarterly and special reports, proxy statements and other information
with the SEC under the Securities Exchange Act of 1934. You may read
and copy this information at the SEC’s Public Reference Room at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549 at prescribed rates. You may obtain
information on the operating of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet website that
contains reports, proxy and information statements, and other information
regarding registrants, like us, that file electronically with the
SEC. The address of that website is www.sec.gov.
The SEC
allows us to "incorporate by reference" the information we file with them, which
means that we can disclose important information to you by referring you to
those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this
information. Any information so updated or superseded shall not be
deemed, except as so updated or superseded, to constitute a part of this
prospectus. We incorporate by reference the documents listed below
and any future
information
filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, between the date of this
prospectus and the termination of the offering and also between the date of the
initial registration statement and prior to effectiveness of the registration
statement, provided, however, that we are not incorporating any information
furnished under any of Item 2.02 or Item 7.01 (or corresponding information
furnished under Item 9.01 or included as an exhibit) of any past or present
current report on Form 8-K that we file with the SEC, unless otherwise specified
in such report:
1. Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2007 and the
portions of the Company’s Proxy Statement for the 2008 Annual Shareholders’
Meeting that we incorporated by reference into the 10-KSB;
2. Quarterly
Reports on Form 10-QSB for the fiscal quarters ended March 31, 2008, June 30,
2008 and September 30, 2008;
3. Current
Reports on Form 8-K filed January 10, 2008, February 5, 2008, March 14, 2008,
April 17, 2008, July 18, 2008, October 6, 2008, October 24, 2008, December 10,
2008, December 19, 2008, December 22, 2008, December 23, 2008 and December 29,
2008; and
4. The
description of the Company’s Common Stock, no par value, contained in the
Company’s Form 8-A dated November 2, 2006, and any amendment or report filed for
the purpose of updating such description.
We will
furnish without charge to you, upon written or oral request, a copy of any or
all of the documents incorporated by reference, including exhibits to these
documents by writing or telephoning us at the following address:
Citizens
First Corporation
1065
Ashley Street, Suite 200
Bowling
Green, Kentucky 42103
(270)
393-0700
PART II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
14. Other Expenses of Issuance And Distribution.
The following table sets forth an
itemized statement of all expenses to be borne by the Company in its
registration of the shares registered hereunder. The selling stockholder will be
responsible for any and all selling commissions and similar brokerage charges in
connection with the sale of the shares registered hereunder. All amounts are
estimated, except for the SEC registration fee.
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SEC
registration fee
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$ 51.75
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|
Legal
fees and expenses
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$10,000.00
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Accounting
fees and expenses
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$10,000.00
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Item
15. Indemnification of Directors and Officers.
Article VIII of the registrant's
Amended and Restated Articles of Incorporation limits the liability of directors
of the registrant pursuant to the Kentucky Business Corporation
Act. Under this Article, directors generally will be personally
liable to the registrant or its shareholders for monetary damages only for
transactions involving conflicts of interest or from which a director derives an
improper personal benefit, intentional misconduct or violations of law, and
unlawful distributions.
The Restated Bylaws of the registrant
require the registrant to indemnify, and permit the advancement of expenses to,
each director, officer, employee or agent of the registrant, and his executors,
administrators or heirs, who was or is made, or is threatened to be made a
defendant or respondent to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
("Proceeding"), by reason of the fact that he is or was a director, officer,
employee or agent of the registrant for the costs of such proceeding to the
fullest extent expressly permitted or required by the statutes of the
Commonwealth of Kentucky and all other applicable law.
The Restated Bylaws of the registrant
further provide for indemnification and advancement of expenses to the
aforementioned persons by action of the Board of Directors in such amounts, on
such terms and conditions, and based upon such standards of conduct as the Board
of Directors may deem to be in the best interests of the
registrant.
The circumstances under which Kentucky
law requires or permits a corporation to indemnify its directors, officers,
employees and/or agents are set forth at KRS 271B.8-500, et seq.
Generally, under KRS 271B.8-500 et seq., a corporation
may indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding if:
[1] He
conducted himself in good faith; and
[2] He
reasonably believed
(a)
in the case of conduct in his official capacity with the corporation that his
conduct was in its best interests; and
(b) in
all other cases, that his conduct was at least not opposed to its best
interests.
[3] In
the case of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful.
A corporation may not indemnify a
director:
(1) in connection with a proceeding by
or in the right of the corporation in which the director was adjudged liable to
the corporation; or
(2) in connection with any other
proceeding charging improper personal benefit to him, whether or not involving
action in his official capacity, in which he was adjudged liable on the basis
that personal benefit was improperly received by him.
Indemnification permitted in connection
with a proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
In addition, we maintain directors' and
officers' liability insurance covering certain liabilities which may be incurred
by our directors and officers in connection with the performance of their
duties.
Item
16. Exhibits.
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Exhibit Description of
Document
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4.1 Amended
and Restated Articles of Incorporation of the Company, as amended (incorporated
by reference to Exhibit 3.1 of the Company’s Registration Statement on Form SB-2
(No. 333-103238).
4.2 Articles
of Amendment to Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.3 of the Company’s Form 10-QSB for the
quarter ended June 30, 2004).
4.3 Articles
of Amendment to Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company’s Current Report on
Form 8-K filed June 5, 2007).
4.4 Articles
of Amendment to Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company’s Current Report on
Form 8-K filed December 23, 2008).
4.5 Amended
and Restated Bylaws of the Company (incorporated by reference to Exhibit 3 of
the Company’s Current Report on Form 8-K filed October 22, 2007).
4.6 Letter
Agreement dated as of December 19, 2008 between the Company and the United
States Department of the Treasury (incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K filed on December 23, 2008).
4.7 Warrant
dated December 19, 2008 to purchase shares of Common Stock (incorporated by
reference to Exhibit 4.1 to the Current Report on Form 8-K filed on December 23,
2008).
5 Opinion
of Wyatt, Tarrant & Combs, LLP as to the legality of the securities being
registered.
23.1 Consent
of Crowe Horwath LLP.*
23.2 Consent
of Wyatt, Tarrant & Combs, LLP (included in Exhibit 5).
24 Power
of Attorney (included on signature page of this Registration
Statement).
* Previously
filed.
Item
17. 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. 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 Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the effective 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 to
such information in the registration statement;
provided, however, that paragraphs
(1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Securities and Exchange 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 or
is contained in a form of prospectus filed pursuant to Rule 424(b) that is a
part of 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 purposes of determining any liability under the Securities Act of
1933,
(i) If
the registrant is relying on Rule 430B:
(A) 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
(B) 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.
(ii) 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.
(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 of the Securities
Act;
(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 further 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 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 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.
(d) The
undersigned registrant hereby undertakes that:
(1) For
purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For
the purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus 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.
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-3 and has duly caused this Registration Statement on Form S-3
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Bowling Green, Commonwealth of Kentucky, on February 2,
2009.
CITIZENS
FIRST CORPORATION
By /s/ Mary D.
Cohron
Mary D. Cohron, President and
Chief Executive Officer
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
on Form S-3 has been signed below by the following persons on the second day of
February, 2009 in the capacities indicated:
Signature Title
|
/s/ Mary D.
Cohron
|
|
President,
Chief Executive
|
Mary D.
Cohron Officer
(Principal Executive
Officer) and Director
|
*
|
|
Executive
Vice President and
|
Dawn
Forbes Principal
Financial Officer
(Principal Financial
Officer)
* Chairman of the Board
Jack W.
Sheidler
* Director
Jerry E.
Baker
Barry D.
Bray
Floyd H.
Ellis
John J.
Kelly
* Director
Sarah G.
Grise
* Director
John T.
Perkins
* Director
Freddie
L. Travis
* Director
R. Kevin
Vance
*Mary D.
Cohron, attorney-in-fact
INDEX TO
EXHIBITS
|
EXHIBITS
|
DESCRIPTION
|
|
|
4.1
|
Amended
and Restated Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 of the Company’s Registration
Statement on Form SB-2 (No. 333-103238).
|
|
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4.2
|
Articles
of Amendment to Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.3 of the Company’s Form
10-QSB for the quarter ended June 30, 2004).
|
|
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4.3
|
Articles
of Amendment to Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 of the Company’s Current
Report on Form 8-K filed June 5, 2007).
|
|
|
4.4
|
Articles
of Amendment to Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 of the Company’s Current
Report on Form 8-K filed December 23, 2008).
|
|
|
4.5
|
Amended
and Restated Bylaws of the Company (incorporated by reference to Exhibit 3
of the Company’s Current Report on Form 8-K filed October 22,
2007).
|
|
|
4.6
|
Letter
Agreement dated as of December 19, 2008 between the Company and the United
States Department of the Treasury (incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K filed on December 23,
2008).
|
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|
4.7
|
Warrant
dated December 19, 2008 to purchase shares of Common Stock (incorporated
by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on
December 23, 2008).
|
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|
5
|
Opinion
and Consent of Wyatt, Tarrant & Combs, LLP as to the legality of the
securities being registered.
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|
|
23.1
|
Consent
of Crowe Horwath LLP.*
|
|
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23.2
|
Consent
of Wyatt, Tarrant & Combs, LLP (included in Exhibit
5).
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|
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24
|
Power
of Attorney (included on the signature page of the Registration
Statement).
|
|
|
* Previously
filed.
|
|
|
II-8