S Y BANCORP INC (Form: 8-A12G, Received: 07/22/2005 15:13:45)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934
____________________

S.Y. BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

Kentucky	61-1137529
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1040 East Main Street
Louisville, Kentucky 40206
(502) 582-2571
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

____________________

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ]

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [X]

Securities Act registration statement file number to which this Form relates: Not Applicable
____________________

Securities to be registered pursuant to Section 12(b) of the Act:

None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, no par value
(Title of Class)

Item 1. Description of Registrant's Securities to be Registered.

The following is a summary of the material terms of the common stock and associated preferred share purchase rights of S.Y. Bancorp, Inc., a Kentucky corporation ("Bancorp"). This summary is subject to and qualified in its entirety by reference to Bancorp's Articles of Incorporation, as amended, and Bylaws and by the applicable provisions of Kentucky law.

Common Stock

Bancorp is authorized to issue 20,000,000 shares of common stock, no par value per share. All shares of Bancorp Common Stock have identical rights and preferences. Each share is entitled to one vote on all matters presented to the shareholders with the exception of election of directors. In the election of directors, cumulative voting rules apply. Under cumulative voting, each shareholder is entitled to cast as many votes in the aggregate as shall equal the number of shares of Bancorp Common Stock owned by him/her multiplied by the number of directors to be elected. Each shareholder, or his/her proxy, may cast all of his/her votes (as thus determined) for a single nominee for director or may distribute them among two or more nominees, in the shareholder's discretion.

Holders of Bancorp Common Stock do not have preemptive rights to subscribe for additional shares of Bancorp Common Stock should the capital of Bancorp be increased by the sale of additional shares for cash.

Holders of Bancorp Common Stock are not entitled to convert their shares into any other securities. The shares of Bancorp Common Stock are not redeemable. All outstanding shares of Bancorp Common Stock are, and any shares to be issued in the future will be, upon receipt by Bancorp of the consideration thereof, fully paid and non-assessable.

In the event of liquidation of Bancorp, the holders of Bancorp Common Stock are entitled to share, according to their respective interests, in Bancorp's assets and funds remaining after payment or provision for payment of all debts, other liabilities and preferences, if any, of Bancorp.

Holders of Bancorp Common Stock will be entitled to receive such dividends and other distributions as may be declared from time to time by the Board of Directors of Bancorp out of funds legally available therefore. Bancorp's ability to pay dividends depends upon dividends paid by its subsidiary bank, Stock Yards Bank & Trust Company, a Kentucky banking corporation. Kentucky law allows Bancorp to pay dividends under certain circumstances that might preclude payment of dividends by its subsidiary bank. Under Kentucky banking laws, dividends may be paid, without the permission of the Kentucky Commissioner of Financial Institutions, only out of net profits for the current fiscal year and the preceding two years, less any required transfers to surplus for a fund for the retirement of preferred stock or debt.

Bancorp's Articles of Incorporation provide that the Board of Directors shall be divided into three classes, with one class being elected each year. This provision is intended to ensure continuity of Board membership and impede the ability of a third party to make sudden changes in the directors through a proxy contest or the acquisition of a substantial stock interest. The classification of directors reduces the effect of cumulative voting by reducing the number of directors to be elected at each annual meeting, thereby reducing the aggregate number of votes a shareholder may cast in the election of directors and increasing the number of votes needed to elect one director. Holders of less than a majority of the outstanding shares entitled to vote in the election of directors may therefore be unable to cumulate sufficient votes to elect at least one member of a classified board of directors.

Bancorp's Articles of Incorporation also contain certain provisions relating to mergers and certain other business combination transactions involving Bancorp and a 20% shareholder. These provisions (a) require a special vote of shareholders to approve a merger or other specific business combination transaction between Bancorp and a 20% shareholder (Interested Shareholder), unless the transaction is approved by a majority of the disinterested directors of Bancorp or certain minimum price requirements are met, (b) restrict any merger or other business combination transaction between Bancorp and an Interested Shareholder for a three-year period unless the transaction is approved by a majority of the disinterested directors of Bancorp and (c) require an increased shareholder vote to amend any portion thereof.

Shareholder Rights Plan

Bancorp has 400,000 shares of Series A Junior Participating Preferred Stock authorized and reserved for issuance in connection with its shareholder rights plan set forth in the Rights Agreement dated as of April 23, 2003, with Wachovia Bank, N.A., as rights agent. A description of the Rights Agreement and the related preferred share purchase rights is contained in Bancorp's registration statement on Form 8-A (file no. 0-17262) filed with the Securities and Exchange Commission on April 23, 2003, and incorporated herein by reference.

Item 2. Exhibits.

The following exhibits are filed as a part of this registration statement:

Exhibit Number	Description of Exhibits

4.1	Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 filed with the Registrant's Annual Report on Form 10-K (file no. 1-13661) for the year ended December 31, 2001)

4.2	Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.2 filed with the Registrant's Annual Report on Form 10-K (file no. 1-13661) for the year ended December 31, 2001)

4.3	Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.3 filed with the Registrant's Annual Report on Form 10-K (file no. 1-13661) for the year ended December 31, 2001)

4.4	Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.4 filed with the Registrant's Annual Report on Form 10-K (file no. 1-13661) for the year ended December 31, 2001)

4.5	Articles of Amendment to the Articles of Incorporation of the Registrant

4.6	Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.5 filed with the Registrant's Annual Report on Form 10-K (file no. 1-13661) for the year ended December 31, 2003)

4.7	Bylaws of the Registrant, as amended (incorporated herein by reference to Exhibit 3.5 filed with the Registrant's Annual Report on Form 10-K (file no. 1-13661) for the year ended December 31, 2001)

4.8	Specimen common stock certificate of the Registrant

4.9	Rights Agreement dated as of April 23, 2003, between S. Y. Bancorp, Inc. and Wachovia Bank, National Association, as rights agent (incorporated herein by reference to Exhibit 1 filed with the Registrant's registration statement on Form 8-A (file no. 0-17262) filed on April 23, 2003)

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.


	S.Y. BANCORP, INC.



	By: /s/ David P. Heintzman
	David P. Heintzman
	Chairman, President and Chief Executive Officer


Dated: July 22, 2005

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
S.Y. BANCORP, INC.


Pursuant to the applicable provisions of the Kentucky Business Corporation Act, S.Y. Bancorp, Inc., a Kentucky corporation (the "Corporation"), hereby adopts the following Articles of Amendment to its Articles of Incorporation:
First : The name of the corporation is S.Y. Bancorp, Inc.
Second : At a meeting of the Board of Directors of the Corporation duly called and held on February 18, 2003, at which a quorum was present and acting throughout, the following resolution was adopted setting forth and declaring the advisability of two proposed amendments to the Articles of Incorporation of the Corporation:
	WHEREAS, the Board of Directors of the Corporation deems it to be advisable and in the best interests of the Corporation and its shareholders to amend the Articles of Incorporation (the "Articles") to (a) increase the number of authorized shares of common stock which the Corporation may issue from time to time for its lawful corporate purposes to 20,000,000, and (b) create a new class of capital stock consisting of 1,000,000 shares of preferred stock having such designations, preferences, limitations, relative rights and other terms as the Board of Directors may determine prior to any issuance of shares of such class.

	NOW, THEREFORE, BE IT RESOLVED that the Articles of the Corporation be amended by revising Article VI thereof so that, as amended, such Article shall provide in its entirety as follows:

ARTICLE VI

Capital Stock

	Section 1. Number and Classes . The aggregate number of shares which the Corporation shall have authority to issue is twenty-one million (21,000,000), consisting of twenty million (20,000,000) shares of Common Stock having no par value and one million (1,000,000) shares of Preferred Stock.

	Section 2. Terms of Preferred Stock . The Board of Directors may determine the preferences, limitations and relative rights, to the extent permitted by the Kentucky Business Corporation Act, of any class of shares of Preferred Stock before the issuance of any shares of that class, or of one or more series within a class before the issuance of any shares of that series. Each class or series shall be appropriately designated by a distinguishing designation prior to the issuance of any shares thereof. The shares of Preferred Stock of any series shall have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of shares of other series of the same class.

Third : Pursuant to the aforesaid resolution of the Board of Directors, the foregoing amendments were presented to the shareholders of the Corporation for their consideration and vote at the annual meeting of shareholders duly called and held on April 23, 2003. There were 6,749,518 outstanding shares of common stock of the Company entitled to vote at such annual meeting, and the holder of each share was entitled to cast one vote on each of the foregoing amendments. There were 5,943,454 shares of common stock indisputably represented at the annual meeting in person or by proxy. A total of 5,571,570 undisputed votes were cast by the holders of common stock for the proposed amendment to increase the number of authorized shares of common stock, which was sufficient for its approval by the holders of the outstanding common shares, and the amendment was duly adopted by the shareholders. A total of 3,605,179 undisputed votes were cast by the holders of common stock for the proposed amendment to create a new class of preferred stock, which was sufficient for its approval by the holders of the outstanding common shares, and the amendment was duly adopted by the shareholders.
Fourth : The amendment does not provide for an exchange, reclassification or cancellation of issued shares of stock of the Corporation.
IN TESTIMONY WHEREOF, these Articles of Amendment have been executed on behalf of the undersigned corporation, by and through its duly authorized officer, this 23 ^rd day of April, 2003.

		S.Y. BANCORP, INC.


		By: /s/ David P. Heintzman
		David P. Heintzman, President

THIS INSTRUMENT PREPARED BY:


/s/ C. Craig Bradley, Jr.
C. Craig Bradley, Jr.
Stites & Harbison, PLLC
400 West Market Street, Suite 1800
Louisville, Kentucky 40202-3352

NUMBER	S.Y. BANCORP, INC.			SHARES
NO.	LOUISVILLE, KENTUCKY
THIS CERTIFICATE IS TRANSFERABLE IN LOUISVILLE, KENTUCKY AND NEW YORK, NEW YORK	ORGANIZED UNDER THE LAWS OF THE COMMONWEALTH OF KENTUCKY			SEE REVERSE SIDE FOR CERTAIN DEFINITIONS
				CUSIP 785060 10 4

THIS CERTIFIES THAT
SPECIMEN
is the owner of

fully paid and non-assessable shares of common stock, no par value, of
S.Y. BANCORP, INC.
transferable only on the books of the Corporation by the holder hereof in person, or by duly authorized attorney in writing, upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

/s/ David P. Heintzman		S.Y. BANCORP, INC.	/s/ Nancy B. Davis
		CORPORATE SEAL
CHAIRMAN AND CHIEF EXECUTIVE OFFICER		1988	EXECUTIVE VICE PRESIDENT
		KENTUCKY

Countersigned and Registered
STOCK YARDS BANK & TRUST COMPANY
Transfer Agent and Registrar
BY
_________________________________________ Authorized Signature

S.Y. BANCORP, INC.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:

TEN COM- TEN ENT- JT TEN-	as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common	UNIF GIFT MIN ACT-	________________ Custodian ____________ (Cust) (Minor) under Uniform Gifts to Minors Act _________________________________ (State)
		UNIF TRF MIN ACT-	_____________ Custodian (until age ______) (Cust) ________________ under Uniform Transfers (Minor) to Minors Act _________________________ (State)

Additional abbreviations may also be used though not in the above list.

For value received, the undersigned hereby sells, assigns and transfers unto ________________________________

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

_________________________________________________________________________________________________

_________________________________________________________________________________________________

__________________________________________________________________________________________ Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

________________________________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated ____________________________

Notice:	_____________________________________________________________ The signature(s) to this Assignment must correspond with the name(s) as written upon the face of the Certificate in every particular, without alteration or enlargement or any change whatever.


Signature(s) Guaranteed

By __________________________________________________________ The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to S.E.C. Rule 17Ad.

THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN S.Y. BANCORP, INC. (THE "COMPANY") AND THE RIGHTS AGENT THEREUNDER (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT), INCLUDING SUCH RIGHTS HELD BY A SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.