Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
Ridgestone Financial Services, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1797151
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
13925 West North Avenue
Brookfield, Wisconsin 53005
(Address of principal executive offices) (Zip Code)
Ridgestone Financial Services, Inc. 1996 Stock Option Plan
(Full title of the plan)
Copy to:
Paul E. Menzel
President and Chief Executive Officer Jay O. Rothman
Ridgestone Financial Services, Inc. Foley & Lardner
13925 West North Avenue 777 East Wisconsin Avenue
Brookfield, Wisconsin 53005 Milwaukee, Wisconsin 53202
(414) 789-1011 (414) 271-2400
(Name, address and telephone number, including area
code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
Common Stock, 100,000 $14.75 (1) $1,475,000 (1) $446.97
no par value shares
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on
market data for Ridgestone Financial Services, Inc. Common Stock as
reflected on the over-the-counter market on May 30, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Ridgestone
Financial Services, Inc. (the "Company") under File No. 0-27984 are hereby
incorporated herein by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1996, which includes certified financial
statements as of and for the fiscal year ended December 31, 1996.
2. The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1997.
3. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, dated March
13, 1996, and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, after the date of filing of this Registration Statement
and prior to such time as the Company files a post-effective amendment to
this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless it is determined
that the director or officer breached or failed to perform his or her
duties to the Company and such breach or failure constituted: (a) a
willful failure to deal fairly with the Company or its shareholders in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of the criminal law unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. It should be noted
that the Wisconsin Business Corporation Law specifically states that it is
the public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
the Company are not subject to personal liability to the Company, its
shareholders or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their
status as directors except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-laws is not exclusive of any other
rights to which a director or officer may be entitled.
The Company maintains a liability policy for its directors and
officers as permitted by Wisconsin law which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit
No. Exhibit
(4.1) Provisions of the Articles of Incorporation of
Ridgestone Financial Services, Inc. defining the rights
of holders of capital stock (incorporated by reference
to Exhibit 3.1 to Ridgestone Financial Services, Inc.'s
Registration Statement on Form SB-2 (Registration No.
33-97644))
(4.2) Provisions of the By-laws of Ridgestone Financial
Services, Inc. defining the rights of holders of
capital stock (incorporated by reference to Exhibit 3.2
to Ridgestone Financial Services, Inc.'s Registration
Statement on Form SB-2 (Registration No. 33-97644))
(4.3) Ridgestone Financial Services, Inc. 1996 Stock Option
Plan
(4.4) Form of Stock Option Agreement used in conjunction with
the Ridgestone Financial Services, Inc. 1996 Stock
Option Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Conley McDonald LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes to:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement to
include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act of 1933,
as amended (the "Act"), treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(b) Insofar as indemnification for liabilities arising under
the 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final
adjudication of such issue.
<PAGE>
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 Brookfield, State of Wisconsin,
on May 27, 1997.
RIDGESTONE FINANCIAL
SERVICES, INC.
By: /s/ Paul E. Menzel
Paul E. Menzel
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears below constitutes and appoints Paul E. Menzel, William R. Hayes
and Christine V. Lake, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her 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 each said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully
as he or she might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof.
Signature Title Date
/s/ Paul E. Menzel President, Chief May 27, 1997
Paul E. Menzel Executive Officer
and Director
(Principal
Executive Officer)
/s/ William R. Hayes Vice President, May 27, 1997
William R. Hayes Treasurer and
Director (Principal
Financial and
Accounting Officer)
/s/ Christine V. Lake Vice President, May 27, 1997
Christine V. Lake Secretary and
Director
/s/ Charles N. Ackley Director May 27, 1997
Charles N. Ackley
/s/ Gregory J. Hoesly Director May 27, 1997
Gregory J. Hoesly
/s/ John E. Horning Director May 27, 1997
John E. Horning
/s/ William F. Krause, Jr. Director May 27, 1997
William F. Krause, Jr.
/s/ Charles G. Niebler Director May 27, 1997
Charles G. Niebler
/s/ Frederick I. Olson Director May 27, 1997
Frederick I. Olson
/s/ James E. Renner Director May 27, 1997
James E. Renner
/s/ Richard A. Streff Director May 27, 1997
Richard A. Streff
/s/ William J. Tetzlaff Director May 27, 1997
William J. Tetzlaff
<PAGE>
EXHIBIT INDEX
RIDGESTONE FINANCIAL SERVICES, INC. 1996 STOCK OPTION PLAN
Exhibit No. Exhibit
(4.1) Provisions of the Articles of Incorporation of
Ridgestone Financial Services, Inc. defining
the rights of holders of capital stock
(incorporated by reference to Exhibit 3.1 to
Ridgestone Financial Services, Inc.'s
Registration Statement on Form SB-2
(Registration No. 33-97644))
(4.2) Provisions of the By-laws of Ridgestone
Financial Services, Inc. defining the rights of
holders of capital stock (incorporated by
reference to Exhibit 3.2 to Ridgestone
Financial Services, Inc.'s Registration
Statement on Form SB-2 (Registration No. 33-
97644))
(4.3) Ridgestone Financial Services, Inc. 1996 Stock
Option Plan
(4.4) Form of Stock Option Agreement used in
conjunction with the Ridgestone Financial
Services, Inc. 1996 Stock Option Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Conley McDonald LLP
(23.2) Consent of Foley & Lardner (contained in
Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent
amendments (included on the signature page to
this Registration Statement)
Exhibit 4.3
RIDGESTONE FINANCIAL SERVICES, INC.
1996 Stock Option Plan
Section 1. Purpose
The purpose of the Ridgestone Financial Services, Inc. 1996 Stock
Option Plan (the "Plan") is to promote the best interests of Ridgestone
Financial Services, Inc. (together with any successor thereto, the
"Company") and its shareholders by providing key employees of the Company
and its Affiliates (as defined below) with an opportunity to acquire a
proprietary interest in the Company. It is intended that the Plan will
promote continuity of management and increased incentive and personal
interest in the welfare of the Company by those key employees who are
primarily responsible for shaping and carrying out the long-range plans of
the Company and securing the Company's continued growth and financial
success.
Section 2. Definitions
As used in the Plan, the following terms shall have the respective
meanings set forth below:
(a) "Affiliate" shall mean any entity that, directly or through one
or more intermediaries, is controlled by, controls, or is under common
control with, the Company, including, without limitation, Ridgestone Bank.
(b) "Stock Option Agreement" shall mean any written agreement,
contract, or other instrument or document evidencing any Option granted
under the Plan.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(d) "Commission" shall mean the United States Securities and
Exchange Commission or any successor agency.
(e) "Committee" shall mean a committee of the Board of Directors of
the Company designated by such Board to administer the Plan and comprised
of not less than two directors, each of whom is eligible and qualified to
serve thereon as provided by Rule 16b-3 and each of whom is an "outside
director" within the meaning of Section 162(m)(4)(C) of the Code (or any
successor provision thereto).
(f) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.
(g) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair
market value of such property determined by such methods or procedures as
shall be established from time to time by the Committee.
(h) "Incentive Stock Option" shall mean an Option granted under
Section 6(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code (or any successor provision thereto).
(i) "Key Employee" shall mean any officer or other key employee of
the Company or of any Affiliate who is responsible for or contributes to
the management, growth or profitability of the business of the Company or
any Affiliate as determined by the Committee.
(j) "Non-Qualified Stock Option" shall mean an Option granted under
Section 6(a) of the Plan that is not intended to be an Incentive Stock
Option.
(k) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.
(l) "Participating Key Employee" shall mean a Key Employee
designated to be granted an Option under the Plan.
(m) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.
(n) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the
Commission under the Exchange Act, or any successor rule or regulation
thereto.
(o) "Shares" shall mean shares of common stock of the Company, no
par value, and such other securities or property as may become subject to
Options pursuant to an adjustment made under Section 4(b) of the Plan.
Section 3. Administration
The Plan shall be administered by the Committee; provided, however,
that if at any time the Committee shall not be in existence, the functions
of the Committee as specified in the Plan shall be exercised by a
committee consisting of those members of the Board of Directors of the
Company who qualify as persons eligible to serve thereon pursuant to Rule
16b-3 and as "outside directors" under Section 162(m)(4)(C) of the Code
(or any successor provision thereto). Subject to the terms of the Plan
and without limitation by reason of enumeration, the Committee shall have
full power and authority to: (i) designate Participating Key Employees;
(ii) determine the type or types of Options to be granted to each
Participating Key Employee under the Plan; (iii) determine the number of
Shares to be covered by Options granted to Participating Key Employees;
(iv) determine the terms and conditions of any Option granted to a
Participating Key Employee; (v) interpret and administer the Plan and any
instrument or agreement relating to, or Option granted under, the Plan
(including, without limitation, any Stock Option Agreement); (vi)
establish, amend, suspend, or waive such rules and regulations and appoint
such agents as it shall deem appropriate for the proper administration of
the Plan; and (vii) make any other determination and take any other action
that the Committee deems necessary or desirable for the administration of
the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other decisions under
or with respect to the Plan or any Option shall be within the sole
discretion of the Committee, may be made at any time, and shall be final,
conclusive, and binding upon all Persons, including the Company, any
Affiliate, any Participating Key Employee, any holder or beneficiary of
any Option, any shareholder, and any employee of the Company or of any
Affiliate.
Section 4. Shares Available for Award
(a) Shares Available. Subject to adjustment as provided in Section
4(b):
(i) Number of Shares Available. The number of Shares with
respect to which Options may be granted under the Plan shall be 100,000.
If, after the effective date of the Plan, an Option is forfeited or if an
Option otherwise terminates, expires or is cancelled prior to the delivery
of all of the Shares or of other consideration issuable or payable
pursuant to such Option, then the number of Shares counted against the
number of Shares available under the Plan in connection with the grant of
such Option, to the extent of any such forfeiture, termination, expiration
or cancellation, shall again be available for granting of additional
Options under the Plan.
(ii) Limitations on Option Grants to Individual Participants.
During any one calendar year, no Participating Key Employee shall be
granted Options under the Plan for more than 25,000 Shares. Such number
of Shares as specified in the preceding sentence shall be subject to
adjustment in accordance with the terms of Section 4(b) hereof. In all
cases, determinations under this Section 4(a)(ii) shall be made in a
manner that is consistent with the exemption for performance-based
compensation provided by Section 162(m) of the Code (or any successor
provision thereto) and any regulations promulgated thereunder.
(iii) Accounting for Options. The number of Shares covered by
an Option under the Plan shall be counted on the date of grant of such
Option against the number of Shares available for granting of Options
under the Plan.
(iv) Sources of Shares Deliverable Under Options. Any Shares
delivered pursuant to an Option may consist, in whole or in part, of
authorized and unissued Shares or of treasury Shares.
(b) Adjustments. In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-
up, spin-off, combination, repurchase, or exchange of Shares or other
securities of the Company, issuance of warrants or other rights to
purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an adjustment
is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to
be made available under the Plan, then the Committee may, in such manner
as it may deem equitable, adjust any or all of (i) the number and type of
Shares subject to the Plan and which thereafter may be made the subject of
Options under the Plan, (ii) the number and type of Shares subject to
outstanding Options, and (iii) the exercise price with respect to any
Options, or, if deemed appropriate, make provision for a cash payment to
the holder of an outstanding Option; provided, however, in each case, that
with respect to Incentive Stock Options no such adjustment shall be
authorized to the extent that such authority would cause the Plan to
violate Section 422(b) of the Code (or any successor provision thereto);
and provided further that the number of Shares subject to an Option shall
always be a whole number.
Section 5. Eligibility
Any Key Employee, including any executive officer or employee-
director of the Company or of any Affiliate, who is not a member of the
Committee shall be eligible to be designated a Participating Key Employee.
Section 6. Awards
(a) Option Awards to Key Employees. The Committee is hereby
authorized to grant Options to Key Employees with the terms and conditions
as set forth below and with such additional terms and conditions, in
either case not inconsistent with the provisions of the Plan, as the
Committee shall determine.
(i) Exercise Price. The exercise price per Share of an
Option granted pursuant to this Section 6(a) shall be determined by the
Committee; provided, however, that such exercise price shall not be less
than 100% of the Fair Market Value of a Share on the date of grant of such
Option.
(ii) Option Term. The term of each Option shall be fixed by
the Committee; provided, however, that in no event shall the term of any
Option exceed a period of ten years from the date of its grant.
(iii) Exercisability and Method of Exercise. An Option shall
become exercisable in such manner and within such period or periods and in
such installments or otherwise as shall be determined by the Committee.
The Committee also shall determine the method or methods by which, and the
form or forms, including, without limitation, cash, Shares, other
securities, other Options, or other property, or any combination thereof,
having a Fair Market Value on the exercise date equal to the relevant
exercise price, in which payment of the exercise price with respect to any
Option may be made or deemed to have been made.
(iv) Incentive Stock Options. The terms of any Incentive
Stock Option granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code (or any successor provision thereto)
and any regulations promulgated thereunder. Notwithstanding any provision
in the Plan to the contrary, no Incentive Stock Option may be granted
hereunder after the tenth anniversary of the adoption of the Plan by the
Board of Directors of the Company.
(b) General.
(i) No Consideration for Options. Options shall be granted
to Participating Key Employees without the requirement of cash
consideration unless otherwise determined by the Committee.
(ii) Stock Option Agreements. Each Option granted under the
Plan shall be evidenced by a Stock Option Agreement in such form
(consistent with the terms of the Plan) as shall have been approved by the
Committee.
(iii) Options May Be Granted Separately or Together. Options
granted to Participating Key Employees under the Plan may be granted
either alone or in addition to, in tandem with, or in substitution for any
other Option or any award granted under any other plan of the Company or
any Affiliate. Options granted in addition to or in tandem with other
Options, or in addition to or in tandem with awards granted under any
other plan of the Company or any Affiliate, may be granted either at the
same time as or at a different time from the grant of such other Options
or awards.
(iv) Limits on Transfer of Options. No Option shall be
assignable, alienable, salable or transferable by a Participating Key
Employee otherwise than by will or by the laws of descent and
distribution; provided, however, that a Participating Key Employee at the
discretion of the Committee may be entitled, in the manner established by
the Committee, to designate a beneficiary or beneficiaries to exercise his
or her rights, and to receive any property distributable, with respect to
any Option upon the death of the Participating Key Employee; and provided
further that a participating Key Employee at the discretion (as reflected
in the applicable Stock Option Agreement) of the Committee and subject to
the limitations of the Code in the case of an Incentive Stock Option may
be entitled to assign, alienate, sell or transfer an Option to the extent
permitted by Rule 16b-3. Unless otherwise provided by the Committee in
its sole discretion (as reflected in the applicable Stock Option
Agreement) and subject to the limitations of the Code in the case of an
Incentive Stock Option, (i) each Option shall be exercisable, during the
lifetime of the Participating Key Employee, only by such individual or, if
permissible under applicable law, by such individual's guardian or legal
representative and (ii) no Option may be pledged, attached, or otherwise
encumbered, and any purported pledge, attachment, or encumbrance thereof
shall be void and unenforceable against the Company or any Affiliate.
(v) Term of Options. The term of each Option shall be for
such period as may be determined by the Committee but the expiration date
of an Option shall be not later than ten years after the date such Option
is granted.
(vi) Share Certificates; Representation. All certificates for
Shares delivered under the Plan pursuant to the exercise of any Option
shall be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the Plan or the rules, regulations,
and other requirements of the Commission, any stock exchange or other
market upon which such Shares are then listed or traded, and any
applicable federal or state securities laws, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions. The Committee may require each
Participating Key Employee or other Person who acquires Shares under the
Plan by means of an Option originally made to a Participating Key Employee
to represent to the Company in writing that such Participating Key
Employee or other Person is acquiring the Shares without a view to the
distribution thereof.
Section 7. Amendment and Termination of the Plan; Correction of Defects
and Omissions
(a) Amendments to and Termination of the Plan. The Board of
Directors of the Company may at any time amend, alter, suspend,
discontinue, or terminate the Plan; provided, however, that shareholder
approval of any amendment of the Plan shall also be obtained if otherwise
required by: (i) the Code or any rules promulgated thereunder (in order
to allow for Incentive Stock Options to be granted under the Plan), (ii)
any other applicable law, or (iii) the quotation or listing requirements
of any principal securities exchange or market on which the Shares are
then traded (in order to maintain the quotation or listing of the Shares
thereon). Amendment, alteration, suspension, discontinuance or
termination of the Plan shall not affect the rights of Participating Key
Employees without their consent with respect to Options previously granted
to them, and all unexpired Options shall continue in force and effect
after termination of the Plan except as they may lapse or be terminated by
their own terms and conditions.
(b) Correction of Defects, Omissions and Inconsistencies. The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in any Option or Stock Option Agreement in the manner and to
the extent it shall deem desirable to carry the Plan into effect.
Section 8. General Provisions
(a) No Rights to Options. No Key Employee, Participating Key
Employee or other Person shall have any claim to be granted an Option
under the Plan, and there is no obligation for uniformity of treatment of
Key Employees, Participating Key Employees, or holders or beneficiaries of
Options under the Plan. The terms and conditions of Options need not be
the same with respect to each Participating Key Employee.
(b) Withholding. No later than the date as to which an amount first
becomes includable in the gross income of a Participating Key Employee for
federal income tax purposes with respect to any Option granted under the
Plan, the Participating Key Employee shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any
federal, state, local or foreign taxes of any kind required or permitted
by law to be withheld with respect to such amount. Unless otherwise
determined by the Committee, withholding obligations arising with respect
to Options granted to Participating Key Employees under the Plan may be
settled with Shares, including Shares that are part of, or are received
upon exercise of, the Option that gives rise to the withholding
requirement. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements, and the Company and any
Affiliate shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment otherwise due to the Participating Key
Employee. The Committee may establish such procedures as it deems
appropriate for the settling of withholding obligations with Shares,
including, without limitation, the establishment of such procedures as may
be necessary to satisfy the requirements of Rule 16b-3.
(c) No Limit on Other Compensation Arrangements. Nothing contained
in the Plan shall prevent the Company or any Affiliate from adopting or
continuing in effect other or additional compensation arrangements, and
such arrangements may be either generally applicable or applicable only in
specific cases.
(d) Rights and Status of Recipients of Options. The grant of an
Option shall not be construed as giving a Participating Key Employee the
right to be retained in the employ of the Company or any Affiliate.
Further, the Company or any Affiliate may at any time dismiss a
Participating Key Employee from employment, free from any liability, or
any claim under the Plan, unless otherwise expressly provided in the Plan
or in any Stock Option Agreement. Participating Key Employees shall have
no rights as holders of Shares as a result of the granting of Options
hereunder.
(e) Governing Law. The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the laws of the State of Wisconsin and
applicable federal law.
(f) Severability. If any provision of the Plan or any Stock Option
Agreement or any Option is or becomes or is deemed to be invalid, illegal,
or unenforceable in any jurisdiction, or as to any Person or Option, or
would disqualify the Plan, any Stock Option Agreement or any Option under
any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot
be so construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan, any Stock Option
Agreement or the Option, such provision shall be stricken as to such
jurisdiction, Person, or Option, and the remainder of the Plan, any such
Stock Option Agreement and any such Option shall remain in full force and
effect.
(g) No Fractional Shares. No fractional Shares or other securities
shall be issued or delivered pursuant to the Plan, any Stock Option
Agreement or any Option, and the Committee shall determine (except as
otherwise provided in the Plan) whether cash, other securities, or other
property shall be paid or transferred in lieu of any fractional Shares or
other securities, or whether such fractional Shares or other securities or
any rights thereto shall be canceled, terminated, or otherwise eliminated.
(h) Headings. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
Section 9. Effective Date of the Plan
The Plan shall be effective on the date of adoption of the Plan by
the Board of Directors of the Company provided that the Plan is approved
by the shareholders of the Company within twelve months following the date
of adoption of the Plan by the Board of Directors. All Options granted
prior to shareholder approval of the Plan shall be contingent upon
shareholder approval and shall not be exercisable until after such
approval.
Exhibit 4.4
RIDGESTONE FINANCIAL SERVICES, INC.
1996 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made and entered into as of this ___________ day
of ____________, _____, by and between Ridgestone Financial Services,
Inc., a Wisconsin corporation (the "Company"), and
____________________________________ (the "Optionee").
W I T N E S S E T H :
WHEREAS, the Company has adopted the Ridgestone Financial
Services, Inc. 1996 Stock Option Plan (the "Plan"), the terms of which, to
the extent not stated herein, are specifically incorporated by reference
in this Agreement; and
WHEREAS, one of the purposes of the Plan is to permit the
granting of options to purchase shares of the Company's Common Stock, no
par value (the "Common Stock"), to certain key employees of the Company
and its affiliates; and
WHEREAS, the Optionee is now employed by the Company or an
affiliate of the Company in a key capacity, and the Company desires the
Optionee to remain in such employ, and to secure or increase his or her
stock ownership in the Company in order to increase his or her incentive
and personal interest in the welfare of the Company.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually
covenant and agree as follows:
1. Grant of Option. Subject to the terms and conditions of
the Plan and this Agreement, the Company grants to the Optionee an option
(the "Option") to purchase from the Company all or any part of the
aggregate amount of _________ shares of Common Stock (the "Optioned
Shares"). The Option is intended to constitute a non-qualified stock
option and shall not be treated as an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
2. Option Price. The price to be paid for the Optioned Shares
shall be $ per share, which has been determined by the Personnel
Committee of the Board of Directors of the Company (the "Committee") to
be not less than 100% of the fair market value of such stock on the date
of grant of the Option.
3. Exercisability and Termination of Option. Except as
provided herein, the Option may be exercised only while the Optionee is an
employee of either the Company or an affiliate of the Company and only if
the Optionee has been continuously so employed since the date of grant of
the Option. Subject to Paragraph 6, the Option may be exercised by the
Optionee in whole, or in part from time to time, during the period
beginning __________________ and ending __________________, but only in
accordance with the following schedule:
Cumulative Percentage of Shares
Subject to Option Which May be Purchased
Elapsed Period of Time (which number of shares shall be rounded
After Date Option is Granted down to the nearest whole number)
Less than One (1) Year 0%
One (1) Year 33-1/3%
Two (2) Years 66-2/3%
Three (3) Years 100%
provided, however, that notwitstanding the foregoing vesting schedule, the
Option shall become immediately exercisable in full following a Change of
Control of the Company (as defined below). A Change in Control of the
Company shall be deemed to have occurred if:
(i) any person (other than any employee benefit plan of
the Company or of any subsidiary of the Company, any person
organized, appointed or established pursuant to the terms of any
such benefit plan or any trustee, administrator or fiduciary of
such a plan) is or becomes the beneficial owner (as such term is
defined in Rule 13d-3 of the Exchange Act (or any successor
provision thereto)), directly or indirectly, of securities of
the Company representing at least 30% of the combined voting
power of the Company's then outstanding securities;
(ii) there shall be consummated (x) any merger of the
Company or share exchange involving the Company in which the
Company is not the continuing or surviving corporation or
pursuant to which shares of the Company's Common Stock would be
converted into cash, securities or other property, other than a
merger or share exchange involving the Company in which each of
the holders of the Company's Common Stock immediately prior to
the merger or share exchange have the same proportionate
ownership of common stock of the surviving corporation
immediately after the merger or share exchange, or (y) any sale,
lease, exchange or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of
the assets of the Company;
(iii) the shareholders of the Company approve any plan
or proposal for the liquidation or dissolution of the Company;
or
(iv) one-half or more of the members of the Board of
Directors of the Company are not Continuing Directors (as
defined below). For purposes of this Agreement, the term
"Continuing Director" means any member of the Board of Directors
of the Company who was a member of such Board as of the date of
this Agreement, and any successor of a Continuing Director who
is recommended to succeed a Continuing Director by a majority of
the Continuing Directors then on the Board.
4. Manner of Exercise and Payment. Subject to the provisions
of Paragraph 3 hereof, the Option may be exercised only by written notice
to the Company, served upon the Secretary of the Company at its office at
Brookfield, Wisconsin, specifying the number of shares in respect to which
the Option is being exercised. Subject to the provisions of this
Agreement, the notice of exercise must be accompanied by full payment of
the option price of the shares being purchased (i) in cash or by certified
check or bank draft; (ii) by tendering previously acquired shares of
Common Stock (valued at their "fair market value" as determined in the
manner provided below); or (iii) by any combination of the means of
payment set forth in subparagraphs (i) and (ii). For purposes of this
Paragraph 4, the "fair market value" of a share of Common Stock shall be
equal to the last per share sale or closing price of such Common Stock as
reflected on the over-the-counter market (or The Nasdaq Stock Market or
such other exchange on which shares of Common Stock are then traded if
such market is the principal market for the shares of Common Stock) on the
trading day next preceding the date of exercise; provided, however, if no
trading occurred on the trading date next preceding the exercise date,
then the "fair market value" per share of Common Stock shall be determined
with reference to the next preceding date on which the Common Stock was
traded. For purposes of subparagraphs (ii) and (iii) above, the term
"previously acquired shares of Common Stock" shall only include Common
Stock owned by the Optionee prior to the exercise of the Option and shall
not include shares of Common Stock which are being acquired pursuant to
the exercise of the Option. No shares shall be issued until full payment
therefor has been made.
5. Nontransferability of the Option. The Option shall not be
assignable, alienable, saleable or transferable by the Optionee other than
by will or the laws of descent and distribution; provided, however, that
the Optionee shall be entitled, in the manner provided in Paragraph 9
hereof, to designate a beneficiary to exercise his or her rights, and to
receive any shares of Common Stock issuable, with respect to the Option
upon the death of the Optionee. The Option may be exercised during the
lifetime of the Optionee only by the Optionee or, if permitted by
applicable law, the Optionee's guardian or legal representative.
6. Exercisability After Termination of Employment.
(a) Death or Disability; Retirement. In the event the Optionee
dies while he or she is in the employ of the Company or any affiliate or
if his or her employment is terminated by reason of his or her retirement
on or after attaining age 62 or by reason of his or her disability, the
Option, to the extent not theretofore exercised, may be exercised in full
as follows: (i) by the legal representative of the Optionee (who for
purposes of this Agreement may be the Optionee's beneficiary as designated
pursuant to Paragraph 9) at any time within twelve months after the date
of the Optionee's death while in the employ of the Company or any
affiliate; or (ii) by the Optionee or his or her legal representative or
guardian at any time within twelve months after the termination of the
Optionee's employment by reason of retirement on or after attaining age 62
or by reason of his or her disability, but in no event under subparagraphs
(i) or (ii) later than ten years after the date of grant of the Option.
(b) Voluntary Termination; Termination for Cause. In the event
the Optionee voluntarily terminates his or her employment with the Company
and any affiliates (other than in connection with the Optionee's
retirement after attaining age 62) or if his or her employment is
terminated for Cause (as hereinafter defined), the Option, to the extent
not theretofore exercised, shall immediately terminate upon such
termination of employment. For purposes of this Agreement, the term Cause
shall mean any termination of the Optionee by action of the Board of
Directors of the Company or any affiliate because of the failure of the
Optionee to fulfill his or her obligations with the Company or any
affiliate thereof or because of serious willful misconduct by the Optionee
in respect of his or her obligations with the Company or any affiliate
thereof which would cause a substantial and demonstrable detriment to the
Company, as, for example, the commission by the Optionee of a felony or
the perpetration by the Optionee of a common-law fraud against the Company
or any affiliate thereof, or any major material action (i.e., not
procedural or operational differences) taken against the expressed
directive of the Board of Directors of the Company or any affiliate.
(c) Other. In the event that the Optionee is discharged or
leaves the employ of the Company and its affiliates for any reason (other
than the death or disability of the Optionee, the retirement of the
Optionee on or after attaining age 62, the Optionee's voluntary
termination of his or her employment or the termination of the Optionee
for Cause), the Option, to the extent not theretofore exercised but then
permitted under the percentage limitations of Paragraph 3 hereof, may be
exercised by the Optionee or by his or her legal representative or
guardian at any time within three months after the date of termination of
employment upon the tender to the Company, in cash or its equivalent, of
the full purchase price, but in no event later than ten years after the
date of grant of the Option.
7. Tax Withholding. The Company may deduct and withhold from
any cash otherwise payable to the Optionee (whether payable as salary,
bonus or other compensation) such amount as may be required for the
purpose of satisfying the Company's obligation to withhold Federal, state
or local taxes. Further, in the event the amount so withheld is
insufficient for such purpose, the Company may require that the Optionee
pay to the Company upon its demand or otherwise make arrangements
satisfactory to the Company for payment of such amount as may be requested
by the Company in order to satisfy its obligation to withhold any such
taxes.
The Optionee shall be permitted to satisfy the Company's tax
withholding requirements by making a written election (in accordance with
such rules and regulations and in such form as the Committee may
determine) to have the Company withhold shares of Common Stock otherwise
issuable to the Optionee (the "Withholding Election") or to deliver to the
Company shares of Common Stock (the "Delivery Election") in each case
having a fair market value on the date income is recognized (the "Tax
Date") pursuant to the exercise of the Option equal to the amount required
to be withheld. If a Delivery Election is in effect at the time of the
exercise of the Option, the Optionee shall deliver the shares of Common
Stock subject to such Delivery Election on, or as soon as practicable
after, the Tax Date. If the number of shares of Common Stock withheld or
delivered to satisfy withholding tax requirements shall include a
fractional share, the number of shares withheld or delivered shall be
reduced to the next lower whole number and the Optionee shall deliver cash
in lieu of such fractional share, or otherwise make arrangements
satisfactory to the Company for payment of such amount. A Withholding
Election or Delivery Election must be received by the Secretary of the
Company on or prior to the Tax Date.
8. Capital Adjustments Affecting the Common Stock. The number
of Optioned Shares subject hereto and the related per share exercise price
shall be subject to adjustment in accordance with Section 4(b) of the
Plan.
9. Designation of Beneficiary. (a) The person whose name
appears on the signature page hereof after the caption "Beneficiary" or
any successor designated by the Optionee in accordance herewith (the
person who is the Optionee's beneficiary at the time of his or her death
is herein referred to as the "Beneficiary") shall be entitled to exercise
the Option, to the extent it is exercisable, after the death of the
Optionee. The Optionee may from time to time revoke or change his or her
beneficiary without the consent of any prior beneficiary by filing a new
designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Optionee's death, and in no event shall any
designation be effective as of a date prior to such receipt.
(b) If no such Beneficiary designation is in effect at the time
of the Optionee's death, or if no designated Beneficiary survives the
Optionee or if such designation conflicts with law, the Optionee's estate
acting through his or her legal representative shall be entitled to
exercise the Option, to the extent it is exercisable after the death of
the Optionee. If the Committee is in doubt as to the right of any person
to exercise the Option, the Company may refuse to recognize such exercise,
without liability for any interest or dividends on the Optioned Shares,
until the Committee determines the person entitled to exercise the Option,
or the Company may apply to any court of appropriate jurisdiction and such
application shall be a complete discharge of the liability of the Company
therefor.
10. Transfer Restriction. The shares to be acquired upon
exercise of the Option may not be sold or offered for sale except pursuant
to an effective registration statement under the Securities Act of 1933,
as amended, or in a transaction which, in the opinion of counsel for the
Company, is exempt from the registration provisions of said Act.
11. Status of Optionee. The Optionee shall not be deemed for
any purposes to be a shareholder of the Company with respect to any of the
Optioned Shares except to the extent that the Option shall have been
exercised with respect thereto, the shares shall have been fully paid, and
a stock certificate issued therefor. Neither the Plan nor the Option
shall confer upon the Optionee any right to continue in the employ of the
Company, nor to interfere in any way with the right of the Company to
terminate the employment of the Optionee at any time.
12. Powers of the Company Not Affected. The existence of the
Option shall not affect in any way the right or power of the Company or
its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's
capital structure or its business, or any merger or consolidation of the
Company, or any issuance of bonds, debentures, preferred or prior
preference stock ahead of or affecting the Common Stock or the rights
thereof, or dissolution or liquidation of the Company, or any sale or
transfer of all or any part of the Company's assets or business or any
other corporate act or proceeding, whether of a similar character or
otherwise.
13. Interpretation by Committee. As a condition of the
granting of the Option, the Optionee agrees, for himself or herself and
his or her legal representatives or guardians, that this Agreement shall
be interpreted by the Committee and that any interpretation by the
Committee of the terms of this Agreement and any determination made by the
Committee pursuant to this Agreement shall be final, binding and
conclusive.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers and its corporate seal to be
hereunto affixed, and the Optionee has hereunto affixed his or her hand
and seal as of the day and year first above written.
RIDGESTONE FINANCIAL SERVICES, INC.
By:
[CORPORATE SEAL] Attest:
______________________, Optionee
Beneficiary:
Address of Beneficiary:
Beneficiary's Tax Identification
No.:
Exhibit 5
F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON D.C.
SACRAMENTO WEST PALM BEACH
June 2, 1997
Ridgestone Financial Services, Inc.
13925 West North Avenue
Brookfield, WI 53005
Ladies and Gentlemen:
We have acted as counsel for Ridgestone Financial Services,
Inc., a Wisconsin corporation (the "Company"), in connection with the
preparation of a Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"), relating to 100,000 shares of the Company's common stock, no par
value (the "Common Stock"), which may be issued pursuant to the Ridgestone
Financial Services, Inc. 1996 Stock Option Plan (the "Plan").
In connection with our representation, we have examined: (i) the
Registration Statement; (ii) the Company's Articles of Incorporation and
Bylaws, as amended to date; (iii) the Plan; and (iv) such other
proceedings, documents and records as we have deemed necessary to enable
us to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. The shares of Common Stock, when issued by the Company in
the manner and for the consideration as contemplated in the Plan, will be
legally issued, fully paid and nonassessable and no personal liability
will attach to the ownership thereof, except for debts owing to employees
of the Company for services performed, but not exceeding six months'
service in any one case, as provided in Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law and as such section and its
predecessors have been judicially interpreted.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm therein. In
giving our consent, we do not admit that we are "experts" within the
meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
FOLEY & LARDNER
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
Board of Directors and
Shareholders
RidgeStone Financial Services, Inc.
We consent to the incorporation by reference in this Registration
Statement of RidgeStone Financial Services, Inc. on Form S-8 of our report
dated January 24, 1997, included and incorporated by reference in the
Annual Report on Form 10-KSB of RidgeStone Financial Services, Inc. for
the year ended December 31, 1996.
/s/ Conley McDonald LLP
Conley McDonald LLP
June 2, 1997
Brookfield, Wisconsin
