As filed with the Securities and Exchange Commission on May 19, 2005
Registration No. 333-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
UMB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Missouri 43-0903811
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1010 Grand Avenue 64106
Kansas City, Missouri
(Address of principal executive offices) (Zip Code)
UMB Financial Corporation Long-Term Incentive Compensation Plan
(Full title of the plan)
____________________
Dennis R. Rilinger, Esq.
Divisional Executive Vice President and General Counsel
UMB Financial Corporation
1010 Grand Avenue
Kansas City, Missouri 64106
(Name and address of agent for service)
(816) 860-7000
(Telephone number, including area code, of agent for service)
____________________
Copy to:
Victoria R. Westerhaus
Stinson Morrison Hecker LLP
1201 Walnut Street
Kansas City, Missouri 64106
(816) 691-2427
Fax: (816) 691-3495
____________________
CALCULATION OF REGISTRATION FEE
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Amount to be Proposed maximum Proposed maximum Amount of
Title of securities to be registered registered offering price per share aggregate offering price registration fee
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Common Shares, par value $1.00 per share(1)(2) 600,000 $54.08(3) $32,448,000 $3,819.13
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(1) This Registration Statement also relates to such additional and
indeterminable number of UMB Financial Corporation common shares, par value
$1.00 per share ("Common Shares"), as may become issuable due to
adjustments for changes resulting from stock dividends, stock splits,
recapitalizations, mergers, reorganizations, combinations or exchanges or
other similar events.
(2) This Registration Statement also relates to rights to purchase Common
Shares of the Registrant which are attached to all Common Shares issued,
pursuant to the terms of the Registrant's Rights Agreement dated as of
August 4, 1995. Until the occurrence of certain prescribed events, the
rights are not exercisable, are evidenced by the certificate for the Common
Shares and will be transferred with and only with such Common Shares.
Because no separate consideration is paid for the rights, the registration
fee therefore is included in the fee for Common Shares.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h)(1) under the Securities Act of 1933,
based on the average of the high and low price of the Common Shares
reported on the Nasdaq National Market on May 13, 2005.
___________________
PART I
Information Required in the Section 10(a) Prospectus
In accordance with the instructional note to Part I of Form S-8, the
information specified in Part I of Form S-8 has been omitted from this
Registration Statement.
The documents containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act. Such documents and the documents incorporated
by reference herein pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Registrant with
the Securities and Exchange Commission (the "SEC") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference by the Registrant into this Registration Statement on Form S-8:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2004;
2. The registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2005;
3. The Registrant's Reports on Form 8-K filed on April 12, 2005 (one
report) and April 26, 2005 (two reports);
3. The description of the Registrant's Common Shares, $1.00 par
value, set forth in the Registrant's Amendment No. 1 on Form 8 to
its General Form for Registration of Securities on Form 10, dated
March 5, 1993 (File No. 0-4887), filed under Section 12 of the
Exchange Act, including any amendment or report filed for the
purpose of updating such description (including the Registrant's
Registration Statement on Form 8-A filed with the SEC on August
11, 1995).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of the securities offered then remaining
unsold shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
will be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document that is or is deemed to be incorporated by reference
herein modifies or supersedes such previous statement. Any such statement so
modified or superseded will not be deemed to constitute a part of this
Registration Statement, except as modified or superseded.
The following information contained in documents described above is not
incorporated herein by reference: (i) information furnished under and exhibits
relating to Items 7.01 and 2.02 of the Registrant's Current Reports on Form 8-K,
(ii) certifications accompanying or furnished in any such documents pursuant to
Title 18, Section 1350 of the United States Code and (iii) any other information
in such documents which is not deemed to be filed with the SEC under Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section (except the information in Part I of the
Registrant's Quarterly Reports on Form 10-Q).
Item 4. Description of Securities
Not applicable
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Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers
In accordance with Section 355 of The General and Business Corporation
Law of Missouri, Article IX, Section 4 of UMB Financial Corporation's Bylaws
provide as follows with respect to the indemnification of directors and
officers:
Section 4. Indemnification of Directors and Officers.
1. Any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
director, officer or employee of the Corporation or any of its subsidiaries, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise (which shall be deemed to include any employee benefit plan of
the Corporation or any other corporation) shall be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
(which shall include any excise taxes assessed against a person with respect to
an employee benefit plan) actually and reasonably incurred by him in connection
with such action, suit or proceeding so long as: (a) such indemnification is
permissible under applicable provisions of law and regulations; and (b) the
results of an investigation of the matter as described in Section 5 includes a
finding under the provisions of Section 5 that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation or the participants or beneficiaries of any employee benefit
plan, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
2. Any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer or employee of the Corporation, or is or was
serving at the request of the Corporation as a director, officer or employee of
another corporation, partnership, joint venture, trust or other enterprise
(which shall be deemed to include any employee benefit plan of the Corporation
or any other corporation) shall be indemnified against expenses (including
attorneys' fees) and amounts paid in settlement (which shall include any excise
taxes assessed against a person with respect to an employee benefit plan)
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit so long as (a) such indemnification is
permissible under applicable provisions of law and regulations; and (b) the
results of an investigation of the matter as described in Section 5 includes a
finding under the provisions of Section 5 that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation or the participants or beneficiaries of any employee benefit
plan; provided however that no such indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his or her duty to
the Corporation unless and only to the extent that the court in which the action
or suit was brought determines upon application that, despite the adjudication
of liability and in view of all the circumstances of the case, that the person
is fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
3. The termination of any action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interest of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
4. Any person who has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1 or 2 above,
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
5. Except as provided in Section 4, indemnification of anyone under
Sections 1 or 2, unless ordered by a court, shall be made by the Corporation
only as authorized in each case upon a determination that it is proper
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because the director, officer or employee has met the applicable standard of
conduct set forth. Such a determination shall be made by the Board of Directors
by a majority vote of a quorum consisting of directors who were not parties to
the action, suit or proceeding, or if such a quorum is not obtainable, or even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or by the shareholders.
6. Notwithstanding anything herein to the contrary, no director,
officer or employee shall be indemnified against any expenses, penalties or
other payments incurred in an administrative proceeding or action instituted by
a bank regulatory agency to the extent that such indemnification would
constitute a "prohibited indemnification payment" (as such term is defined under
applicable provisions of the Federal Deposit Insurance Act and regulations
thereunder, as amended from time to time) except under circumstances
specifically permitted by such Act and regulations, or that would otherwise
constitute an indemnification payment that is prohibited by applicable
provisions of law or regulations.
7. If authorized by the Board of Directors and if permissible under
applicable law and regulation, the Corporation may advance the costs and
expenses incurred in defending a civil or criminal action, suit or proceeding
upon receipt of an undertaking by or on behalf of the director, officer or
employee to repay such amount if it is ultimately determined that he is not
entitled to indemnification.
8. The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer or employee of the Corporation or
is or was serving at the request of the Corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise against any liability for which it may indemnify such people under
the terms of this Article, and against other liabilities to the extent permitted
by applicable law and regulations.
9. The indemnification provided for directors, officers or employees
of the Corporation shall not be deemed exclusive of any other rights to which
those officers, directors or employees may be entitled under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to actions in his or her official capacity and as to actions in another capacity
while holding such office, and shall continue as to any person who has ceased to
be a director, officer or employee of the Corporation and shall inure to the
benefit of his or her heirs, executors and administrators.
Item 7. Exemption from Registration Claimed
Not applicable
Item 8. Exhibits.
Exhibit
Number Description
----- -----------
4.1 UMB Financial Corporation Long-Term Incentive Compensation
Plan, incorporated by reference to Appendix B of the
Company's definitive proxy statement filed with the SEC on
March 21, 2005, for the 2005 Annual Meeting of Shareholders
held on April 26, 2005.
4.2 Articles of Incorporation restated as of March 6, 2003, and
filed with the Missouri Secretary of State on April 2, 2003,
incorporated by reference to Exhibit 3(i) to the Company's
Quarterly Report on Form 10-Q for the quarter ended March
31, 2003, and filed with the SEC on May 12, 2003.
4.3 Bylaws, amended January 25, 2005, incorporated by reference
to the Company's Current Report on Form 8-K filed with SEC
on January 25, 2005.
4.4 Description of the Registrant's common stock incorporated by
reference to Amendment No. 1 on Form 8 to the Company's
General Form for Registration of Securities on Form 10 dated
March 5, 1993.
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4.5 Rights Agreement, dated as of August 4, 1995, incorporated
by reference to Exhibit 4 to the Company's Registration
Statement on Form 8-A and filed with the SEC on August 11,
1995
5.1 Opinion of Stinson Morrison Hecker LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Stinson Morrison Hecker LLP (included
in Exhibit 5.1)
24.1 Powers of Attorney (included in signature page to
Registration Statement)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(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 SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in this 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.
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Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the SEC, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kansas City, State of Missouri, on May 18, 2005.
UMB FINANCIAL CORPORATION
By: /s/ J. Mariner Kemper
------------------------------
J. Mariner Kemper
Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors of UMB
Financial Corporation, hereby severally constitute J. Mariner Kemper, and each
of them singly, our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place, and
stead, in any and all capabilities, to sign any and all post-effective
amendments to this registration statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute, 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 in the
capacities and on the dates indicated:
Signatures Title Date
---------- ----- ----
/s/ J. Mariner Kemper Chairman of the Board, Chief
------------------------ Executive Office and Director May 19, 2005
J. Mariner Kemper
/s/ Michael D. Hagedom
------------------------
Michael D. Hagedorn Chief Financial Officer May 19, 2005
/s/ Peter J. deSilva President, Chief Operating
------------------------ Officer and Director May 19, 2005
Peter J. deSilva
/s/ Theodore M. Armstrong
-------------------------
Theodore M. Armstrong Director May 19, 2005
/s/ H. Alan Bell
-------------------------
H. Alan Bell Director May 19, 2005
/s/ David R. Bradley, Jr.
-------------------------
David R. Bradley, Jr. Director May 19, 2005
/s/ Cynthia J. Brinkley
-------------------------
Cynthia J. Brinkley Director May 19, 2005
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/s/ Terrence P. Dunn
-------------------------
Terrence P. Dunn Director May 19, 2005
/s/ Greg M. Graves
-------------------------
Greg M. Graves Director May 19, 2005
/s/ Richard Harvey
-------------------------
Richard Harvey Director May 19, 2005
-------------------------
Alexander C. Kemper Director May 19, 2005
/s/ John H. Mize, Jr.
-------------------------
John H. Mize, Jr. Director May 19, 2005
/s/ Kris A. Robbins
-------------------------
Kris A. Robbins Director May 19, 2005
-------------------------
Thomas D. Sanders Director May 19, 2005
/s/ L. Joshua Sosland
-------------------------
L. Joshua Sosland Director May 19, 2005
/s/ Paul Uhlmann III
-------------------------
Paul Uhlmann III Director May 19, 2005
/s/ Dr. Jon Wefald
-------------------------
Dr. Jon Wefald Director May 19, 2005
/s/ Thomas J. Wood III
-------------------------
Thomas J. Wood III Director May 19, 2005
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