UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): February 19, 2008
S.Y. BANCORP, INC.
(Exact name of registrant as specified in its charter)
Kentucky 1-13661 61-1137529
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
1040 East Main Street, Louisville, Kentucky, 40206
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(Address of principal executive offices)
(502) 582-2571
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICES; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On February 19, 2008, the Board of Directors of S.Y. Bancorp, Inc. (the
"Company") granted Stock Appreciation Rights (SARs) to certain officers under
the terms of the Company's 2005 Stock Incentive Plan. The exercise price of the
SARs is $23.37, which equals the fair market value of the common stock on the
grant date. The SARs have a 10-year term and will be settled in stock. Attached
hereto to as Exhibits 10.1 and 10.2 are the forms of Stock Appreciation Right
Grant Agreement used by S.Y. Bancorp, Inc. in connection with these grants. The
Company's 2005 Stock Incentive Plan was previously incorporated by reference as
Exhibit 10.9 to Bancorp's annual report of Form 10-K for the year ended December
31, 2006, and filed as Exhibit 10.1 to Form 8-K filed May 2, 2005.
As a part of the above grant, the Board of Directors awarded a total of 30,695
Stock Appreciation Rights to the named officers in the Summary Compensation
Table in the Company's most recent proxy statement as follows: David Heintzman
(13,500 SARs); Nancy Davis (3,200 SARs); Kathy Thompson (6,000 SARs); James
Hillebrand (4,295 SARs); Philip Poindexter (3,700 SARs). SARs granted to Mr.
Heintzman, Ms. Davis and Ms. Thompson vest six months following the grant date.
Others vest in 20% annual increments beginning one year after grant.
ITEM 8.01. OTHER EVENTS.
On November 20, 2007, the Company announced that the Company's Board of
Directors has authorized a new share repurchase plan, which authorized the
repurchase of up to 550,000 shares, or approximately 4% of the Company's total
common shares outstanding, and will expire in November 2008 unless otherwise
extended or completed at an earlier date.
In connection with the new share repurchase plan, the Company adopted Rule
10b5-1 stock trading plan. Pursuant to the plan, a broker, on behalf of the
Company, was authorized to repurchase up to 550,000 shares during the period
from and including November 21, 2007, through February 15, 2008. During that
time, at total of 380,500 shares were repurchased at an average price of $23.23.
A total of 169,500 shares currently remain authorized under the Company's stock
repurchase plan. On February 19, 2008, the Company adopted a new Rule 10b5-1
stock trading plan for the period from and including February 21, 2008, through
May 16, 2008. Pursuant to the new trading plan, a broker, on behalf of the
Company, is authorized to make daily share repurchases equal to the lesser of
(a) 25% of the Company's average daily trading volume for the prior four weeks,
or (b) the limitations set by Exchange Act Rule 10b-18. The broker will have
complete discretion to determine the dates of purchase during the plan period.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
D. Exhibits
10.1 Form of Stock Appreciation Right Grant Agreement
(six month vesting)
10.2 Form of Stock Appreciation Right Grant Agreement
(five year vesting)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 22, 2008 S.Y. BANCORP, INC.
By: /s/ Nancy B. Davis
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Nancy B. Davis, Executive Vice
President, Treasurer and Chief
Financial Officer