0001437749-21-018953 S-8 4 20210806 20210806 20210806 Investar Holding Corp 0001602658 6022 271560715 LA 1231 S-8 33 333-258588 211153762 10500 COURSEY BLVD THIRD FLOOR BATON ROUGE LA 70816 225-227-2222 10500 COURSEY BLVD THIRD FLOOR BATON ROUGE LA 70816 S-8 1 istr20210728_s8.htm FORM S-8 istr20210728_s8.htm

As filed with the Securities and Exchange Commission on August 6, 2021.

Registration No. 333-                  

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

_______________________

 

Investar Holding Corporation

(Exact name of registrant as specified in its charter)

 

Louisiana

27-1560715

(State of incorporation)

(IRS Employer Identification No.)

   

10500 Coursey Blvd.

Baton Rouge, Louisiana

70816

(Address of principal executive offices)

(Zip Code)

 

 

Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan

(Full title of the plan)

__________

 

John J. DAngelo
Chairman of the Board and Chief Executive Officer

Investar Holding Corporation

10500 Coursey Boulevard

Baton Rouge, Louisiana 70816

(225) 227-2222

(Name, address, and telephone number,

including area code, of agent for service)

 

Copy to:

Kelly Simoneaux

Jones Walker LLP

201 St. Charles Avenue, Suite 5100

New Orleans, Louisiana 70170-5100

(504) 582-8000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ]                                                       Accelerated filer [ ]

Non-accelerated filer  [X]                                                      Smaller reporting company [X]

                                                                   Emerging growth company [ ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.                                                      [ ]

 

CALCULATION OF REGISTRATION FEE

Title of securities

to be registered

Amount to be registered(1)(2)

Proposed maximum offering price per share

Proposed maximum aggregate offering price

Amount of registration fee

Common Stock, $1.00 par value per share

600,000 shares

$22.33

$13,398,000 (3)

$1,462 (3)

 

(1)  This Registration Statement on Form S-8 relates to the Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan (the “2017 Plan”) of Investar Holding Corporation (the “Company”). An aggregate of 1,200,000 shares of the Company’s common stock, $1.00 par value per share (the “Common Stock”), have been or may be issued under the 2017 Plan. Of these 1,200,000 shares, 600,000 shares were previously registered under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the Company’s Registration Statement on Form S-8 (File No. 333-218231) filed by the Company on May 25, 2017.

 

(2)  Upon a future stock split, stock dividend or similar transaction involving the Common Stock during the effectiveness of this Registration Statement, the number of securities registered shall be automatically increased to cover the additional securities in accordance with Rule 416(a) under the Securities Act.

 

(3)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based on the average of the high and low price per share of the Common Stock reported on the NASDAQ Stock Market on August 3, 2021.

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is filed by Investar Holding Corporation to register an additional 600,000 shares of its Common Stock that may be issued to eligible participants under the Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan. Accordingly, the contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 25, 2017 (Commission File No. 333-218231) are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8, except to the extent modified by this Registration Statement.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

Item 8.

Financial Statements and Exhibits.

 

        (d) Exhibits

 

 

Exhibit Number

 

Description of Exhibit

4.1

  Restated Articles of Incorporation of Investar Holding Corporation (incorporated by reference to Exhibit 3.1 to Company’s Form S-1 filed with the SEC on May 16, 2014)

4.2

  Amended and Restated By-laws of Investar Holding Corporation (incorporated by reference to Exhibit 3.2 to Company’s Form S-4 filed with the SEC on October 10, 2017)
4.3   Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Form S-1 filed May 16, 2014)
5*   Opinion of Jones Walker LLP
23.1*   Consent of Horne LLP
23.2*   Consent of Ernst & Young LLP   
23.3*   Consent of Jones Walker LLP (included in Exhibit 5)
24*   Powers of Attorney (included in the signature pages of this Registration Statement)
99*   Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed May 20, 2021)

 

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 Baton Rouge, State of Louisiana, on August 6, 2021.

 

       
   

INVESTAR HOLDING CORPORATION

       

 

 

By:

/s/ John J. D’Angelo

     

John J. D’Angelo

     

President and Chief Executive Officer

 

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints John J. D’Angelo and Christopher L. Hufft, or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including 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 such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that such attorney-in-fact and agent or his substitute or 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 in the capacities as of August 6, 2021.

 

Signature

Title

   
     /s/ John J. D’Angelo  

John J. D’Angelo

President and Chief Executive Officer

(Principal Executive Officer)

      /s/Christopher L. Hufft  

Christopher L. Hufft

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)  

       /s/Rachel P. Cherco  

Rachel P. Cherco

Executive Vice President and Chief Accounting Officer

(Principal Accounting Officer)

     /s/William H. Hidalgo, Sr.  

William H. Hidalgo, Sr.

Director

 

      /s/James M. Baker

 

James M. Baker

Director

 

      /s/James H. Boyce, III  

James H. Boyce, III

Director

 

     /s/Robert M. Boyce, Sr.  

Robert M. Boyce, Sr.

Director

 

      /s/Gordon H. Joffrion, III  

Gordon H. Joffrion, III

Director

 

      /s/Robert Chris Jordan  

Robert Chris Jordan

Director

 

      /s/Suzanne O. Middleton  

Suzanne O. Middleton

Director

 

       /s/Andrew C. Nelson, M.D.  

Andrew C. Nelson, M.D.

Director

 

       /s/Frank L. Walker  

Frank L. Walker

Director

 

 

 
EX-5 2 ex_269218.htm EXHIBIT 5 HTML Editor

Exhibit 5

August 6, 2021

Investar Holding Corporation

10500 Coursey Boulevard

Baton Rouge, Louisiana 70816

 

Ladies and Gentlemen:

 

We have acted as counsel to Investar Holding Corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to registration under the Securities Act of 1933 of an additional 600,000 shares of Common Stock of the Company, $1.00 par value per share (the “Common Stock”), to be issued under the Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan (the “Plan”).

 

We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates we have reviewed.

 

Based upon the foregoing, we are of the opinion that the shares of Common Stock to be issued by the Company pursuant to the Plan after the filing of the Registration Statement are validly authorized shares of Common Stock and, when issued in accordance with the terms described in the Plan, will be legally issued, fully paid, and non-assessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

 

 

 

Sincerely,

 

/s/Jones Walker LLP

 

Jones Walker LLP

 
EX-23.1 3 ex_269219.htm EXHIBIT 23.1 HTML Editor

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan of our reports dated March 10, 2021, with respect to the consolidated financial statements of Investar Holding Corporation and the effectiveness of internal control over financial reporting of Investar Holding Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

 

/s/ Horne LLP

 

Baton Rouge, Louisiana

August 6, 2021

 
EX-23.2 4 ex_269220.htm EXHIBIT 23.2 HTML Editor

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan of Investar Holding Corporation of our report dated March 13, 2020, with respect to the consolidated financial statements of Investar Holding Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

New Orleans, Louisiana

August 6, 2021