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As filed with the Securities and Exchange Commission on June 13, 2003
Registration No.333-103238
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CITIZENS FIRST CORPORATION
(Name of small business issuer in its charter)
Kentucky 6122 61-0912615
(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) (Identification No.)
1805 Campbell Lane, Bowling Green, Kentucky 42104
(270) 393-0700
(Address and telephone number of principal executive offices
and principal place of business)
Mary D. Cohron, President and Chief Executive Officer
Citizens First Corporation
1805 Campbell Lane, Bowling Green, Kentucky 42104
(270) 393-0700
(Name, address and telephone number of agent for service)
Copies to:
Caryn F. Price, Esq. James A. Giesel, Esq.
Wyatt, Tarrant & Combs, LLP Frost Brown Todd LLC
500 West Jefferson Street, Suite 2800 400 West Market Street, 32nd Floor
Louisville, Kentucky 40202 Louisville, Kentucky 40202
(502) 589-5235 (502) 589-5400
Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this Registration Statement.
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 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 post-effective amendment filed pursuant to Rule 462(d) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box.
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SIGNATURES
In accordance with 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 this Post-Effective Amendment on Form SB-2 and
authorized this registration statement to be signed on its behalf by the
undersigned, in the city of Bowling Green, Commonwealth of Kentucky, on June 13,
2003.
CITIZENS FIRST CORPORATION.
By: /s/ Mary D. Cohron
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Mary D. Cohron, President
We, the undersigned directors and officers of Citizens First
Corporation, do hereby constitute and appoint Mary D. Cohron and Bill D. Wright,
and each of them, our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for us and in our name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and we do hereby ratify and confirm all that said attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 13th day
of June, 2003 in the capacities indicated:
SIGNATURE TITLE
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/s/ Mary D.Cohron President, Chief Executive Officer
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Mary D. Cohron (Principal Executive Officer) and Director
/s/ Bill D. Wright Chief Financial Officer
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Bill D. Wright (Principal Financial and Accounting Officer)
* Chairman of the Board and Director
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Floyd H. Ellis
* Director
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Jerry E. Baker
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* Director
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Billy J. Bell
* Director
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Barry D. Bray
* Director
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Sarah Glenn Grise
* Director
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James H. Lucas
* Director
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Joe B. Natcher, Jr.
* Director
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John T. Perkins
* Director
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Jack W. Sheidler
* Director
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Wilson L. Stone
* /s/ Mary D. Cohron
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By: Mary D. Cohron, as Attorney-in-Fact
Date: June 13, 2003
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EXHIBIT INDEX
1 Form of Sales Agency Agreement between Citizens First Corporation and
Winebrenner Capital Partners, LLC.*
2 Stock Purchase Agreement by and among Citizens First Corporation,
Citizens First Bank, Inc., Scott T. Higdon, Mark A. Vaughn,
Commonwealth Mortgage of Bowling Green, Inc. and Southern Kentucky Land
Title, Inc. (incorporated by reference to Exhibit 2.1 of the
Registrant's Form 8-K filed January 17, 2003).
3.1 Restated Articles of Incorporation of Citizens First Corporation, as
amended (restated for SEC electronic filing purposes only).
3.2 Bylaws of Citizens First Corporation, as amended (restated for SEC
electronic filing purposes only).
4.1 Restated Articles of Incorporation of Citizens First Corporation, as
amended (see Exhibit 3.1).
4.2 Bylaws of Citizens First Corporation, as amended (see Exhibit 3.2).
5 Opinion of Wyatt, Tarrant & Combs, LLP as to the validity of the shares
of Citizens First Corporation.*
10.1 Employment Agreement between Citizens First Corporation and Mary D.
Cohron (incorporated by reference to Exhibit 10.1 of the Registrant's
Registration Statement on Form SB-2 (No. 333-67435)).
10.2 First Amendment to Employment Agreement between Citizens First
Corporation and Mary D. Cohron (incorporated by reference to Exhibit
10.2 of the Registrant's Registration Statement on Form SB-2 (No.
333-67435)).
10.3 Bank Contract for Electronic Data Processing Services and
Customerfile System between Fiserv Bowling Green and Citizens First
Bank (incorporated by reference to Exhibit 10.5 of the Registrant's
Registration Statement on Form SB-2 (No. 333-67435)).
10.4 Employment Agreement between Citizens First Corporation and Barry D.
Bray (incorporated by reference to Exhibit 10.12 of the Registrant's
Registration Statement on Form SB-2 (No. 333-67435)).
10.5 Consulting Agreement between Citizens First Corporation and The
Carpenter Group (incorporated by reference to Exhibit 10.13 of the
Registrant's Registration Statement on Form SB-2 (No. 333-67435)).
10.6 Lease Agreement between Citizens First Corporation and Midtown
Plaza, Inc. (incorporated by reference to Exhibit 10.14 of the
Registrant's Registration Statement on Form SB-2 (No. 333-67435)).
10.7 Employment Agreement between Citizens First Corporation and Todd
Kanipe (incorporated by reference to Exhibit 10.15 of the Registrant's
Registration Statement on Form SB-2 (No. 333-67435)).
10.8 Employment Agreement between Citizens First Corporation and Bill D.
Wright (incorporated by reference to Exhibit 10 of the Registrant's
Form 8-K dated April 27, 2000).
10.9 First Amendment to Employment Agreement between Citizens First
Corporation and Matthew Todd Kanipe (incorporated by reference to
Exhibit 10.17 of the Registrant's Form 10-QSB dated September 30,
2000).
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10.10 Commercial Line of Credit Agreement, Promissory Note, and Security
(Pledge) Agreement between Citizens First Corporation and Franklin Bank
& Trust Company dated June 22, 2001 (incorporated by reference to
Exhibit 10.18 of the Registrant's Form 10-QSB dated June 30, 2001).
10.11 Offer to Purchase dated January 22, 2003 between Jack Sheidler and
Lester Key and Assignment of Offer to Purchase between Jack Sheidler
and Citizens First Bank dated January 27, 2003.*
10.12 Real Estate Sales Contract dated January 27, 2003 between H&V
Properties, LLC and Citizens First Bank.*
10.13 2002 Stock Option Plan of Citizens First Corporation.*
10.14 2003 Non-Employee Directors Stock Option Plan.*
21 Subsidiaries of Citizens First Corporation.*
23.1 Consent of BKD LLP.*
23.2 Consent of Wyatt, Tarrant & Combs, LLP (included in Exhibit 5).*
24 Power of attorney.*
99.1 Form of Subscription Agreement.*
99.2 Form of Escrow Agreement by and between Citizens First Corporation,
Bank One Trust Company, N.A., and Winebrenner Capital Partners, LLC.*
*Previously filed.
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