As filed with the Securities and Exchange Commission on August 29, 1997
Registration No. 333-
---------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WHG Bancshares Corporation
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-1953867
- -------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1505 York Road
Lutherville, Maryland 21093
(410) 583-8700
-----------------------------------------------
(Address of principal executive offices)
WHG Bancshares Corporation
1996 Stock Option Plan
-----------------------------------------------
(Full Title of the Plan)
Richard Fisch, Esq.
Malizia, Spidi, Sloane & Fisch, P.C.
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
(202) 434-4660
-----------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================
Proposed
Title of Proposed Maximum Amount of
Securities to Amount to Maximum Offering Aggregate Offering Registration
be Registered be Registered Price Per Unit Price (2) Fee (2)
- ------------- ------------- -------------- ----------- --------
<S> <C> <C> <C> <C>
Common Stock
$.10 par value 162,006 shares (1) (2) $2,155,244 $653.04
============================================================================================
</TABLE>
(1) The maximum number of shares of common stock issuable upon exercise of
options granted or to be granted under the WHG Bancshares Corporation 1996
Stock Option Plan consists of 162,006 shares which are being registered
under this Registration Statement and for which a registration fee is
being paid. Additionally, an indeterminate number of additional shares
which may be offered and issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions are being registered
hereunder for which no additional fee is required.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be calculated,
inter alia, based upon the price at which the stock options may be
exercised. 162,006 shares are being registered hereby, of which 131,402
shares are under option at an exercise price of $13.4375 per share
($1,765,714 in the aggregate), 27,600 shares are under option at an
exercise price of $12.625 per share ($348,450 in the aggregate), and 3,004
shares are under option at an exercise price of $13.675 per share ($41,080
in the aggregate), for a total offering of $2,155,244.
Under Rule 462 of the 1933 Act, the Registration Statement on Form S-8
shall be effective upon filing with the Commission.
<PAGE>
** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**
PROSPECTUS
- ----------
162,006 Shares
--------------
WHG BANCSHARES CORPORATION
COMMON STOCK
(Par Value $.10 Per Share)
---------------
WHG BANCSHARES CORPORATION
1996 STOCK OPTION PLAN
---------------
This Prospectus relates to 162,006 shares of common stock, par value $.10
per share (the "Common Stock"), of WHG Bancshares Corporation (the "Company"), a
Maryland corporation which is the parent savings and loan holding company of
Heritage Savings Bank, F.S.B. (the "Savings Association"), which may be issued
from time to time by the Company to holders of options granted or to be granted
by the Company to selected officers, directors, key employees, and other persons
of the Company and any subsidiary of the Company pursuant to the WHG Bancshares
Corporation 1996 Stock Option Plan (the "Plan"). Holders of options granted or
to be granted under the Plan (the "Options") are referred to herein as
"Optionees." Each offer made under the Plan pursuant to this Prospectus is made
at the price and on the terms and conditions contained in the stock option
agreements entered into between the Company and each Optionee.
This Prospectus is for use as of the date hereof and in subsequent years.
Information which is likely to change from year to year will be included in
appendices to this Prospectus.
The issued and outstanding Common Stock of the Company is traded in the
over-the-counter market, and transactions are reported on the NASDAQ Small-Cap
Market under the symbol "WGBH." Shares of Common Stock which may be issued upon
exercise of options granted or to be granted under the Plan, will also be traded
in over-the-counter market. On August 22, 1997 the last reported bid and ask
price of the Common Stock on the NASDAQ Small-Cap Market was $15.00 and $15.50,
respectively, per share.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
The date of this Prospectus is August 29, 1997
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Common Stock
offered by this Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company or that the information contained herein is correct as of any time
subsequent to the date hereof.
<PAGE>
TABLE OF CONTENTS
WHG Bancshares Corporation
1996 Stock Option Plan
Page
----
General Plan Information 1
Administration 2
Purpose 2
Securities to be Offered 2
Eligibility to Participate in Plan 2
Purchases of Securities Pursuant to the Plan
and Payment for Securities Offered 3
Term of the Plan 3
Stock Option Agreements 3
Option Price 3
Limitations on Grant of Options 4
Option Period 4
Non-transferability 4
Conditions of Exercise 4
Payment for Options 5
Cashless Exercise 5
Issuance of Common Stock 5
Options Granted to Directors 5
Recapitalization, Merger, Consolidation, Change in
Control and Similar Transactions 6
Amendment and Termination of the Plan 7
Restrictions on Resale 7
Federal Income Tax Consequences 7
Annual Report to Shareholders 8
Additional Information 8
Legal Opinion 9
Appendix A A-1
Administration A-1
Number of Shares Subject to Plan A-1
Participation in the Plan A-1
Outstanding Awards A-1
<PAGE>
WHG Bancshares Corporation
1996 Stock Option Plan
General Plan Information
- ------------------------
This Prospectus relates to 162,006 shares of the common stock ("Common
Stock"), par value $.10 per share, of WHG Bancshares Corporation (the
"Company"), which will be offered upon exercise of options granted or to be
granted under the WHG Bancshares Corporation 1996 Stock Option Plan (the
"Plan").
The Company was formed under the laws of the State of Maryland for the
purpose of becoming a savings and loan holding company and became the parent
corporation of Heritage Savings Bank, F.S.B. (the "Savings Bank") on March 29,
1996, at which time the Company acquired all of the shares of capital stock of
the Savings Bank. The Board of Directors of the Company adopted the Plan at its
meeting on October 8, 1996. The Plan was approved by the stockholders of the
Company at a Special Meeting of Stockholders on October 8, 1996 (the "Effective
Date"). The Plan is to continue in effect for a period of ten years from the
Effective Date (i.e., October 8, 2006), unless earlier terminated or extended by
the Company.
Pursuant to the Plan, 162,006 shares of Common Stock were reserved for
issuance by the Company upon exercise of stock options ("Options") awarded to
officers, directors, key employees and other persons of the Company and any
parent and subsidiary corporations. Options granted under the Plan may be
Incentive Stock Options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") or options not so qualifying
("Non-Incentive Stock Option").
Subject to certain limitations, no gain or loss is recognized for federal
income tax purposes by the recipient of Options (the "Optionee") under the Plan
upon the exercise of an Incentive Stock Option, and no tax deduction is
available to the Company as a result of the exercise. Upon the exercise of a
Non-Incentive Stock Option, the Optionee generally recognizes ordinary income to
the extent that the exercise price is less than the fair market value of the
Common Stock on the date of exercise. The Company is entitled to a federal
income tax deduction equal to the amount of ordinary income recognized by the
Optionee at the time of such income recognition. See "Federal Income Tax
Consequences."
The Plan is not qualified under Section 401(a) of the Code and it is
exempt from the provisions of the Employee Retirement Income Security Act of
1974, as amended.
The statements herein concerning the terms and provisions of the Plan are
summaries and do not purport to be complete. All such statements are qualified
in their entirety by reference to the full text of the Plan document as filed as
Exhibit 4.1 to the Registration Statement of which this Prospectus is a part.
Additional updating and other information with respect to the Plan and the
Common Stock offered hereby may be provided in the future to Optionees by means
of one or more supplements or appendices to this Prospectus. Additional
information about the Plan (including a copy of the Plan), plan administration,
and the Company may be obtained at the Company's principal offices, which are
located at 1505 York Road, Lutherville, Maryland 21093. The Company's telephone
number is (410) 583-8700.
1
<PAGE>
Administration
- --------------
The Plan is administered by a committee of the Company's Board of
Directors (the "Committee"). The Plan provides that the Committee will consist
of not less than two non-employee directors of the Company. The members of the
Committee are appointed by the Board and serve at the pleasure of the Board.
Members of the Committee shall be "Non-employee Directors" within the meaning of
Rule 16b-3 promulgated under Rule 16(b) of the Securities Exchange Act of 1934,
as amended (the "1934 Act"). A majority of the entire Committee shall constitute
a quorum, and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee.
Subject to the express provisions of the Plan and resolutions adopted by
the Board, the Committee has authority to interpret the Plan, to prescribe,
amend, and rescind the rules and regulations relating to the Plan, and to
determine the form and content of Options to be issued under the Plan. In
addition, the Committee is authorized to make all other determinations deemed
necessary or advisable for the administration of the Plan and shall have and may
exercise such other power and such authority as may be delegated to it by the
Board from time to time. All decisions, determinations, and interpretations of
the Committee shall be final and conclusive to all persons affected thereby.
Additional information about the Plan and the Committee may be obtained
from the Company at the address of the Company listed under "General Plan
Information." For a list of the current members of the Committee, see
"Administration" at Appendix A.
Purpose
- -------
The purpose of the Plan is to promote the interests of the Company by
attracting and retaining the best available personnel for positions of
substantial responsibility to serve as officers, directors, and key employees of
the Company and to provide additional incentive to such officers, directors, and
key employees of the Company to promote the success of the Company's business.
Securities to be Offered
- ------------------------
The aggregate number of shares of Common Stock which may be issued
pursuant to Options granted or to be granted under the Plan is 162,006 shares,
subject to certain adjustments for changes in the capital structure of the
Company, as described below. See "Recapitalization, Merger, Consolidation,
Change in Control and Similar Transactions." Any shares subject to an Option
under the Plan which expire or are terminated unexercised will again be
available for issuance under the Plan.
Eligibility to Participate in Plan
- ----------------------------------
Options to purchase Common Stock under the Plan may be awarded to
officers, directors, key employees, and other persons of the Company, the
Savings Bank, and any present or future parent or subsidiary corporations.
Incentive Stock Options may only be granted to employees of the Company, the
Savings Bank, and any of their parent or subsidiary corporations. In selecting
participants under the Plan (the "Participants") and in determining the number
of Options to be granted to each Participant, the Committee may consider the
nature of the services rendered by each Participant, each Participant's current
and potential contribution to the Company, and such other factors as the
Committee, in its sole discretion, shall deem relevant. In no event shall shares
subject to Options granted to non-employee
2
<PAGE>
directors in the aggregate under the Plan exceed 30% of the total number of
shares authorized for delivery under the Plan. See "Purchases of Securities
Pursuant to the Plan and Payment for Securities Offered - Options Granted to
Directors."
For a description of the number of persons currently eligible to
participate in the Plan and the number of persons actually participating in the
Plan, see "Participation in the Plan" at Appendix A.
Purchases of Securities Pursuant to the Plan and Payment for Securities Offered
- -------------------------------------------------------------------------------
Term of the Plan. The Plan was effective October 8, 1996, and unless
previously terminated, the Plan shall continue in effect for a term of ten
years, after which no further awards may be granted. The future expiration of
the Plan, or its termination by the Board, will not affect any Option previously
granted. Notwithstanding the foregoing, the granting of Incentive Stock Options,
in order to qualify as such under the Code, shall not be made beyond ten years
after the date of adoption of the Plan by the Company.
Stock Option Agreements. The Options granted under the Plan are evidenced
by stock option agreements (the "Option Agreements") substantially in the form
of the Option Agreements filed as exhibits to the Registration Statement of
which this Prospectus is a part. Each Option Agreement, and any amendment
thereto, will contain terms and conditions consistent with the requirements of
the Plan as the Committee shall determine. The Option Agreements shall
constitute the only form of reports which Participants shall receive related to
the status of Options granted or which are exercisable under the Plan.
The Plan provides that the Board of Directors of the Company may authorize
the Committee to direct the execution of an instrument providing for the
modification of any outstanding Option, provided that no such modification,
extension or renewal shall confer on the Optionee any right or benefit which
could not be conferred by the grant of a new Option at such time, and shall not
materially decrease the Optionee's benefits under the Option without the
Optionee's consent, except as provided under Section 18 of the Plan, which
permits modification of the Plan. See "Amendment and Termination of the Plan."
Option Price. The exercise price for the purchase of shares subject to an
Incentive Stock Option at the date of grant may not be less than 100 percent
(100%) of the Fair Market Value of the shares covered by the Incentive Stock
Option on that date. If an Optionee owns Common Stock representing more than ten
percent of the outstanding Common Stock at the time an Incentive Stock Option is
granted, then the Option Price shall not be less than 110 percent (110%) of the
Fair Market Value of the Common Stock at the time the Incentive Stock Option is
granted. No more than $100,000 of Incentive Stock Options can become exercisable
for the first time in any one year for any one person. Pursuant to the Plan, the
exercise price per share for Non-Incentive Stock Options shall be the price as
determined by the Committee, but in no event less than the Fair Market Value of
the Common Stock on the date of grant. See "Options Granted to Directors" below.
The exercise price of Options must be paid for in full in cash or shares of
Common Stock, or a combination of both.
If the Common Stock is listed on a national securities exchange at the
time of granting an Option awarded pursuant to the Plan, then the exercise price
per share shall be not less than the average of the highest and lowest selling
price on such exchange on the date such Option is granted; or if there were no
sales on said date, then the price shall be not less than the mean between the
bid and ask price on such date. If the Common Stock is traded otherwise than on
a national securities exchange at the time of the
3
<PAGE>
granting of an Option, then the exercise price per share shall be not less than
the mean between the bid and ask price on the date the Option is granted or, if
there is no bid and ask price on said date, then on the next prior business day
on which there was a bid and ask price. If no such bid and ask price is
available, then the exercise price per share shall be determined by the
Committee in good faith.
Limitations on Grant of Options. Except as may be specifically provided by
the terms of the Plan, the granting of Options is made at the sole discretion of
the Committee. Further, the aggregate Fair Market Value of the Common Stock for
which an employee may be granted Options which become first exercisable in any
calendar year may not exceed $100,000. Notwithstanding the foregoing limitation,
the Committee may grant Options in excess of this limitation, provided said
Options are clearly and specifically designated as not being Incentive Stock
Options, as defined in Section 422 of the Code.
Option Period. The term of exercisability of an Option granted under the
Plan shall be established by the Committee, but may not be for more than ten
years from the date of grant of the Option, except in the case of an Optionee
who owns stock representing more than 10% of the Common Stock outstanding at the
time an Incentive Stock Option is granted, the term of the Incentive Stock
Option shall not exceed five years from the date of the grant. In general,
Options will not be exercisable after the expiration of their term as set forth
in the Plan and/or the Option Agreement.
In the event that an Optionee ceases to serve as an employee of the
Company for any reason other than permanent and total disability or death, an
exercisable Incentive Stock Option will generally continue to be exercisable for
three months but in no event after the expiration date of the Option. In the
event of the permanent and total disability or death of an Optionee during such
service, an exercisable Incentive Stock Option will continue to be exercisable
for one year in the case of disability and two years in the case of death, to
the extent exercisable by the Optionee immediately prior to his or her permanent
and total disability or death, but in no event after the expiration date of such
Options. The terms and conditions of Non-Incentive Stock Options relating to the
impact of an Optionee's termination of employment or service, permanent and
total disability or death shall be such terms as the Committee, in its sole
discretion, shall determine at the time of the grant of such Options in the
Option Agreement or upon termination, permanent and total disability, or death.
Under the Plan, the Committee's determination regarding whether an
Optionee's employment or service has ceased, and the effective date thereof
shall be final and conclusive on all persons affected thereby.
Non-transferability. No Option granted under the Plan is transferable
other than by will or the laws of descent and distribution.
Conditions of Exercise. Options may be exercised only during the periods
specified in the Plan or the Option Agreement, certain information as to which
is provided above (see "Option Period"). Except as described above and as may be
limited by an Option Agreement, there is no limitation upon the number of
Options that may be exercised in any one year, and Options not exercised in any
one year may be exercised in subsequent years over the term of the Option. The
Committee may impose additional conditions upon the rights of an Optionee to
exercise any Option which are not inconsistent with the terms of the Plan, and
in the case of Incentive Stock Options, not inconsistent with the requirements
for qualification under Section 422 of the Code. Incentive Stock Options will be
first exercisable at the rate of 20% following one year after the date of grant
and 20% annually thereafter, provided such individual remains an employee,
director or director emeritus; however, the exercisability
4
<PAGE>
of such Options shall be accelerated in the event of the death or permanent and
total disability of the Optionee, or a change in control in accordance with the
Plan. Such Options will remain exercisable for up to ten years from the date of
grant.
Payment for Options. Under the Plan, full payment for each share of Common
Stock purchased upon the exercise of any Option shall be made at the time of
exercise of such Option and shall be paid in cash (in United States dollars),
Common Stock, or a combination of cash and Common Stock. Common Stock utilized
in full or partial payment of the exercise price shall be valued at its fair
market value at the date of exercise. The Company shall accept full or partial
payment in Common Stock only to the extent permitted by applicable law. No
shares of Common Stock shall be issued until full payment has been received by
the Company, and no Optionee shall have any of the rights of a shareholder of
the Company until the shares of Common Stock are issued to him or her.
Cashless Exercise. An Optionee who has held an Option for at least six
months may engage in the "cashless exercise" of the Option. In a cashless
exercise, an Optionee gives the Company written notice of the exercise of the
Option together with an order to a registered broker-dealer or equivalent third
party, to sell part or all of the Optioned Stock and to deliver enough of the
proceeds to the Company to pay the Option exercise price and any applicable
withholding taxes. If the Optionee does not sell the Optioned Stock through a
registered broker-dealer or equivalent third party, he can give the Company
written notice of the exercise of the Option and the third party purchaser of
the Optioned Stock shall pay the Option exercise price plus any applicable
withholding taxes to the Company.
Issuance of Common Stock. Shares issued to Optionees upon exercise of
Options shall be either newly issued shares of the Company, treasury shares or
shares purchased in the market, at the Company's discretion. In either case, the
Optionee shall not pay any fees, commissions, or other charges for such Common
Stock other than the exercise price as stated in the Option Agreement. Cash
proceeds from the sale of Common Stock issued pursuant to the exercise of
Options will be added to the general funds of the Company to be used for general
corporate purposes. Shares of Common Stock shall not be issued with respect to
any Option granted under the Plan unless the issuance and delivery of such
Common Stock shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended (the "1933 Act"), the
rules and regulations promulgated thereunder, any applicable state securities
law, and the requirements of any stock exchange upon which the Common Stock may
then be listed.
Inability of the Company to obtain approval from any regulatory body or
authority deemed by the Company or counsel thereto to be necessary for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability with respect to the non-issuance or sale of such Common Stock.
As a condition to the exercise of an Option, the Company may require the person
exercising the Option to make such representations and warranties as may be
necessary to assure the availability of an exemption from any additional
registration requirements of federal or state securities laws.
Options Granted to Directors. Non-Incentive Stock Options to purchase
6,075 shares of Common Stock will be granted to each non-employee director of
the Company as of the Effective Date, at an exercise price equal to the fair
market value of the Common Stock on such date of grant. The Options will be
first exercisable at the rate of 20% following one year after the date of grant
and 20% annually thereafter, during periods of continued service as a director
or director emeritus. Thereafter, such Options shall remain exercisable for ten
years from the date of grant. The exercisability of such
5
<PAGE>
Options shall be accelerated only in the event of death or the permanent and
total disability of the Optionee, or a change in control in accordance with the
Plan. In the event of such directors' death, such Options may be exercised by
the personal representative of his estate or person(s) to whom his rights under
such Options shall have passed by will or by laws of descent and distribution.
Unless otherwise inapplicable, or inconsistent with the provisions of this
paragraph, the Options to be granted to directors hereunder shall be subject to
all other provisions of the Plan.
Recapitalization, Merger, Consolidation, Change in Control, and Similar
- --------------------------------------------------------------------------------
Transactions
- ------------
Subject to any required action by the shareholders of the Company, within
the sole discretion of the Committee, the aggregate number of shares of Common
Stock for which Options may be granted under the Plan, the number of shares of
Common Stock covered by each outstanding Option and the exercise price per share
of Common Stock of each Option shall be proportionately adjusted for any
increase or decrease in the number of issued and outstanding shares of Common
Stock resulting from a subdivision or consolidation of shares or the payment of
a stock dividend on the Common Stock or any other increase or decrease in the
number of such shares of Common Stock effected without a receipt of
consideration by the Company (other than by shares held by dissenting
stockholders).
In the event of any change in control, recapitalization, merger,
consolidation, exchange of shares, spin-off, reorganization, tender offer,
liquidation, or other extraordinary corporate action, the Committee, in its sole
discretion, shall have the power, prior to or subsequent to such action or
events, to (i) appropriately adjust the number of shares of Common Stock subject
to each Option, the exercise price per share of Common Stock, and the
consideration to be given or received by the Company upon the exercise of any
outstanding Options; (ii) cancel any or all previously granted Options,
providing that appropriate consideration is paid to the Optionee in connection
therewith; and/or (iii) make such other adjustments in connection with the Plan
as the Committee, in its sole discretion, deems necessary, desirable,
appropriate, or advisable. However, no action may be taken by the Committee
which would cause Incentive Stock Options granted pursuant to the Plan to fail
to meet the requirements of Section 422 of the Code.
The Committee has at all times the power to accelerate the exercise date
of all Options granted under the Plan; provided, however, the exercisability of
such Options may be accelerated only in the event of death, permanent and total
disability, or change in control in accordance with the Plan. In the case of any
change in control of the Company as determined by the Committee, all outstanding
options shall become immediately exercisable. A change in control is defined in
the Plan as: (i) the sale of all, or a material portion, of the assets of the
Company; (ii) the merger or recapitalization of the Company whereby the Company
is not the surviving entity; (iii) a change of control of the Company as
otherwise defined by the Office of Thrift Supervision ("OTS") or its
regulations; and (iv) the acquisition, directly or indirectly, of the beneficial
ownership (within the meaning of Section 13(d) of the 1934 Act and rules and
regulations promulgated thereunder) of 25% or more of the outstanding voting
securities of the Company by any person, trust, entity or group. This limitation
shall not apply to a transaction in which the purchase of shares by underwriters
in connection with a public offering of Common Stock, or the purchase of shares
of up to 25% of any class of securities of the Company by a tax-qualified
employee stock benefit plan. The determination of the Committee as to whether a
change in control has occurred shall be conclusive and binding.
6
<PAGE>
Amendment and Termination of the Plan
- -------------------------------------
The Board of Directors may alter, suspend, or discontinue the Plan, except
that no action of the Board may increase the maximum number of shares permitted
to be optioned under the Plan, materially increase the benefits accruing to
Participants under the Plan or materially modify the requirements for
eligibility for participation in the Plan unless such action of the Board shall
be subject to approval or ratification by the shareholders of the Company.
Unless otherwise terminated by the Board of Directors, the Plan shall continue
in effect for a term of ten years from the Effective Date, after which no future
awards of Options may be granted.
Restrictions on Resale
- ----------------------
Unless specifically included as a term and condition of any Option, there
are no restrictions on the resale of Common Stock acquired upon the exercise of
Options. The Plan permits the Committee to provide as a condition to the
exercise of an Option that the shares acquired upon the exercise of such Options
may be subject to a "Right of Repurchase" by the Company. At this time, the
Company has no intention to grant Options subject to such "Right of Repurchase."
Such shares of Common Stock, however, may be resold only in compliance with the
registration requirements of the 1933 Act, and applicable state securities laws.
Under the 1933 Act, affiliates of the Company generally may resell shares
of Common Stock purchased pursuant to the Plan only (i) in accordance with the
provisions of Rule 144 under the 1933 Act, or (ii) pursuant to an applicable
current and effective registration statement under the 1933 Act.
As defined in Rule 405 under the 1933 Act, an affiliate of the Company is
a person who directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with the Company. The
determination of whether a person is an affiliate of the Company is primarily a
factual one based upon whether he possesses, directly or indirectly,
individually or in concert with others, the power to direct or cause the
direction of the management or policies of the Company, whether through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or otherwise. Therefore, each Optionee should consult his counsel
concerning whether he is an affiliate of the Company and the attendant
restrictions on the resale under the 1933 Act of Common Stock acquired pursuant
to the Plan.
In addition, the receipt of an Option to purchase Common Stock by an
officer or director of the Company, or the beneficial owner of 10% or more of
the outstanding Common Stock, is a reportable transaction under Section 16 of
the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the Securities
and Exchange Commission in connection with such transaction. The sale by an
officer, director, or 10% holder of Common Stock issued upon an exercise of an
Option within six months after the receipt of such Option may create liability
of such persons to the Company under the "short-swing profit" provisions of
Section 16(b) of the 1934 Act.
Federal Income Tax Consequences
- -------------------------------
Under present federal tax laws, awards under the Plan will have the
following consequences:
1. The grant of an Option will not by itself result in the recognition
of taxable income to the Optionee nor entitle the Company to a
deduction at the time of such grant.
7
<PAGE>
2. The exercise of an Option which is an "Incentive Stock Option"
within the meaning of Section 422 of the Code generally will not,
by itself, result in the recognition of taxable income to the
Optionee nor entitle the Company to a deduction at the time of such
exercise. However, the difference between the exercise price and
the fair market value of the Option shares on the date of exercise
is an item of tax preference which may, in certain situations,
trigger the alternative minimum tax for the Optionee. The Optionee
will recognize capital gain or loss upon resale of the shares
received upon such exercise, provided that such shares are held for
at least one year after the Option exercise or two years after the
grant of the Option, whichever is later. Generally, if the shares
are not held for that period, the Optionee will recognize ordinary
income upon disposition in an amount equal to the difference
between the exercise price and the fair market value on the date of
exercise, or, if less, the sales proceeds of the shares acquired
pursuant to the exercise of such Option.
3. The exercise of a Non-Incentive Stock Option will result in the
recognition of ordinary income by the Optionee on the date of
exercise in an amount equal to the difference between the exercise
price and the fair market value, on the date of exercise, of the
shares acquired pursuant to the exercise of such Option.
4. The Company will be allowed a tax deduction for federal tax
purposes equal to the amount of ordinary income recognized by an
Optionee at the time the Optionee recognizes such ordinary income
under either an Incentive Stock Option or a Non- Incentive Stock
Option .
The foregoing provides a general summary of the federal income tax
consequences applicable to Optionees under the Plan. Each Optionee is urged to
consult his or her own tax advisor for information regarding applicable federal
and state tax consequences.
Annual Report to Shareholders
- -----------------------------
The Company's financial statements for the period ended September 30,
1996, as contained in the Company's Form 10-KSB are incorporated by reference in
the Registration Statement to which this Prospectus is a part. In the future,
the Company's latest Annual Report to Stockholders, including financial
statements, will be mailed to all stockholders of record as of the close of
business on such record date. Any person wishing to receive a copy of the Annual
Report to Stockholders may obtain a copy by writing the Company at the address
set forth below under "Additional Information."
Additional Information
- ----------------------
Additional updating information with respect to the Common Stock and the
Plan covered herein may be provided in the future to Participants under the Plan
by means of appendices to this Prospectus. The nature and frequency of any
reports to be made to Participants as to their participation in the Plan will be
determined by the Committee.
The Company upon written or oral request, will provide without charge to
any person to whom this Prospectus is delivered: a copy of the Plan, a copy of
its latest Annual Report to Stockholders (when available) and a copy of any and
all of the documents that have been incorporated by reference in Item 3 of Part
II of the Registration Statement of which this Prospectus is a part, and that
such documents are
8
<PAGE>
deemed incorporated by reference in this 1933 Act Section 10(a) Prospectus.
Further, other documents required to be delivered to Participants as specified
in Item 9 of Part II of the Registration Statement are available upon request.
Any such request can be oral or in writing and should be addressed to the
Corporate Secretary, 1505 York Road, Lutherville, Maryland 21093. The
Registrant's telephone number is (410) 583-8700.
Legal Opinion
- -------------
The validity of the Common Stock offered hereby has been passed on for the
Company by Malizia, Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite 700
East, Washington, D.C. 20005.
9
<PAGE>
APPENDIX A
ADDITIONAL INFORMATION CONCERNING
THE
WHG BANCSHARES CORPORATION
1996 STOCK OPTION PLAN
(As of August 29, 1997)
Administration
- --------------
The Board has appointed the non-employee directors as members of the
Committee responsible for administration of the WHG Bancshares Corporation 1996
Stock Option Plan (the "Plan"). Grants of Options may be made under the Plan by
the Committee. Non-discretionary awards under the terms of the Plan have been
made to members of the Board.
Number of Shares Subject to Plan
- --------------------------------
On October 8, 1996, Options covering 131,402 shares of Common Stock were
awarded, which were granted at an exercise price of $13.4375 per share. On
December 9, 1996, Options covering 27,600 shares of Common Stock were awarded at
an exercise price of $12.625 per share. On January 31, 1997, 3,400 shares of
Common Stock were awarded at an exercise price of $13.675 per share. As of the
date of this Appendix A, 162,006 shares of Common Stock remain issuable under
the Plan.
Participation in the Plan
- -------------------------
As of September 30, 1996, the Company and its subsidiaries had 15
employees who, in the opinion of the Company's management, are eligible to
participate in the Plan. Of such persons, as of August 25, 1997, 5 executive
officers, 10 non-executive officer employees and 8 non-employee members of the
Board of the Company held Options to purchase Common Stock under the Plan.
Outstanding Awards
- ------------------
The following table presents information with respect to the outstanding
Options under the Plan as of the date of this Appendix A.
<TABLE>
<CAPTION>
Number of Shares Presently Number of Persons Exercise Price
Grant Date Subject to Options Holding Awards Per Share
- ------------------------ -------------------------- ----------------- --------------
<S> <C> <C> <C>
October 8, 1996 131,402 15 $13.4375
December 9, 1996 27,600 9 $12.6250
January 31, 1997 3,004 1 $13.6750
-------
Total Awards Outstanding 162,006
=======
</TABLE>
A-1
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
- --------------------------------------------------------
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and, accordingly, files
periodic reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements, and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.
The following documents filed with the Commission are incorporated
by reference in this Registration Statement and the Prospectus constituting Part
I of this Registration Statement:
(1) The Company's Registration Statement on Form S-1 (No. 33-80487) filed
with the Commission on December 15, 1995 and amendments thereto;
(2) The Company's Annual Report on Form 10-KSB filed with the Commission
for the fiscal year ended September 30, 1996, as filed with the Commission on
December 26, 1996;
(3) The Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1996, March 31, 1997, June 30, 1997, as filed with the Commission;
(4) The Company's Definitive Proxy Statement related to the Annual
Meeting of Stockholders as filed with the Commission on December 20, 1996;
(5) The Company's Definitive Proxy Statement related to the October 8,
1996 Special Meeting of Stockholders as filed with the Commission on August 27,
1996.
(6) The Company's Registration Statement on Form 8-A as filed with the
Commission on February 7, 1996; and
(7) Information as to the 1996 Stock Option Plan which will be included
in the future either in the Company's proxy statements, annual reports, or
appendices to this Prospectus.
All documents filed by the Company pursuant to Sections 13, 14, or 15(d)
of the 1934 Act after the date hereof and prior to the termination of the
offering of the shares of Common Stock shall be deemed to be incorporated by
reference into 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.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
Section 2-418 of the Maryland General Corporation Law allows a
corporation to indemnify its directors, officers, employees, and agents against
expenses (including attorneys' fees), judgements, fines, and amounts paid in
settlement actually and reasonably incurred in connection with an action or
proceeding, unless it is determined that the act or omission of the individual
was material to the matter giving rise to the proceeding and was committed in
bad faith, or was the result of active and deliberate dishonesty or the director
received an improper personal benefit. With respect to any criminal action or
proceeding, a person will be indemnified if that person did not have reasonable
cause to believe that his conduct was unlawful.
Maryland law requires indemnification, if in the opinion of the board, a
representative of a company is successful on the merits or otherwise, in either
a third party or derivative action. Maryland law also allows for indemnification
in actions or proceedings even if the person to be indemnified was adjudged to
be liable or did not meet the standards for indemnification as described above,
but indemnification must be determined by a court of appropriate jurisdiction
and indemnification in derivative actions where the individual is adjudged
liable for receiving an improper personal benefit is limited to expenses.
Maryland requires that indemnification payments (other than court ordered
payments) may be made only on a case-by-case basis and that advance payments may
be made covering expenses if the individual to be indemnified furnishes the
corporation with a written affirmation of his good faith belief that he has met
the standard of conduct necessary for indemnification and undertakes to repay
such payments if indemnification is later determined to not be available to that
individual.
Article XVII of the Company's articles of incorporation provides for
indemnification to the fullest extent under Maryland law.
The Company has in force a Directors and Officers Liability Policy
underwritten by Fidelity & Deposit Company of Maryland with a $5 million
aggregate limit of liability and a deductible of $25,000.00 per loss for claims
where the Company is required to indemnify directors and officers. There is no
deductible for claims directly against officers and directors.
The aforementioned indemnification provisions under Maryland law are
non-exclusive. A Maryland corporation may grant additional indemnification
rights through its articles of incorporation or bylaws, or an agreement, a
resolution of shareholders, or a resolution of directors, both as to action in a
person's official capacity, and as to action in another capacity while holding
office. A Maryland corporation may also have the power to purchase insurance or
other similar protection against liability whether or not the person was
entitled to indemnification as described in the section.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933 Act") may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
- --------------------------------------------
Not applicable.
II-2
<PAGE>
Item 8. Exhibits
- -----------------
For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this 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;
(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;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the
II-3
<PAGE>
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities Act of 1933 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 expressed in the Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, WHG
Bancshares Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing a Registration Statement on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Lutherville, Maryland, on the
27th day of August 1997.
WHG Bancshares Corporation
By: /s/ Peggy J. Stewart
----------------------------------
Peggy J. Stewart
President, Chief Executive Officer
and Director
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of WHG Bancshares Corporation,
do hereby severally constitute and appoint Peggy J. Stewart as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Peggy J. Stewart may deem
necessary or advisable to enable WHG Bancshares Corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-8 relating to the offering of the Company's Common Stock,
including specifically, but not limited to, power and authority to sign, for any
of us in our names in the capacities indicated below, the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Peggy J. Stewart shall 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 below by the following persons in the
capacities and on the date indicated.
/s/ Peggy J. Stewart /s/ Robin L. Taylor
- ---------------------------------------- -------------------------------
Peggy J. Stewart Robin L. Taylor
President, Chief Executive Officer Controller
and Director (Principal Financial and (Principal Accounting Officer)
Executive Officer
Date: August 27, 1997 Date: August 27, 1997
--------------------------------- -------------------------------
/s/ John E. Lufburrow /s/ Robin L. Taylor
- ---------------------------------------- -------------------------------
John E. Lufburrow Robin L. Taylor
Chairman of the Board and Director Controller
(Principal Financial Officer)
Date: August 27, 1997 Date: August 27, 1997
--------------------------------- -------------------------
<PAGE>
/s/ Philip W. Chase, Jr. /s/ Herbert A. Davies
- ---------------------------------------- -------------------------------
Philip W. Chase, Jr. Herbert A. Davies
Director Director
Date: August 27, 1997 Date: August 27, 1997
--------------------------------- -------------------------
/s/ Urban P. Francis, Jr. /s/ D. Edward Lauterbach, Jr.
- ---------------------------------------- ------------------------------
Urban P. Francis, Jr. D. Edward Lauterbach, Jr.
Director Director
Date: August 27, 1997 Date: August 27, 1997
--------------------------------- -------------------------
/s/ Hugh P. McMormick /s/ Edwin C. Muhly, Jr.
- ---------------------------------------- -------------------------------
Hugh P. McMormick Edwin C. Muhly, Jr.
Director Director
Date: August 27, 1997 Date: August 27, 1997
---------------------------------- -------------------------
/s/ August J. Seifert /s/ Herbert W. Spath
- ----------------------------------------- -------------------------------
August J. Seifert Herbert W. Spath
Director Director
Date: August 27, 1997 Date: August 27, 1997
---------------------------------- -------------------------
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description Page
- ------- ----------- ----
<S> <C> <C>
4.1 WHG Bancshares Corporation 22
1996 Stock Option Plan
4.2 Form of Stock Option Agreement to be entered into 35
with respect to Incentive Stock Options
4.3 Form of Stock Option Agreement to be entered into with 40
Directors with respect to Non-Incentive Stock Options
5.1 Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the 45
validity of the Common Stock being registered
23.1 Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears --
in their opinion filed as Exhibit 5.1)
23.2 Consent of Independent Accountants 49
24 Reference is made to the Signatures section of this --
Registration Statement for the Power of Attorney
contained therein
</TABLE>
EXHIBIT 4.1
WHG Bancshares Corporation
1996 Stock Option Plan
<PAGE>
WHG BANCSHARES CORPORATION
1996 STOCK OPTION PLAN
1. Purpose of the Plan. The Plan shall be known as the WHG Bancshares
Corporation ("Corporation") 1996 Stock Option Plan (the "Plan"). The purpose of
the Plan is to attract and retain qualified personnel for positions of
substantial responsibility and to provide additional incentive to officers,
directors, key employees and other persons providing services to the
Corporation, or any present or future parent or subsidiary of the Corporation to
promote the success of the business. The Plan is intended to provide for the
grant of "Incentive Stock Options," within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and Non-Incentive Stock
Options, options that do not so qualify. The provisions of the Plan relating to
Incentive Stock Options shall be interpreted to conform to the requirements of
Section 422 of the Code.
2. Definitions. The following words and phrases when used in this Plan
with an initial capital letter, unless the context clearly indicates otherwise,
shall have the meaning as set forth below. Wherever appropriate, the masculine
pronoun shall include the feminine pronoun and the singular shall include the
plural.
(a) "Award" means the grant by the Committee of an Incentive Stock
Option or a Non-Incentive Stock Option, or any combination thereof, as provided
in the Plan.
(b) "Board" shall mean the Board of Directors of the Corporation, or
any successor or parent corporation thereto.
(c) "Change in Control" shall mean: (i) the sale of all, or a
material portion, of the assets of the Corporation; (ii) the merger or
recapitalization of the Corporation whereby the Corporation is not the surviving
entity; (iii) a change in control of the Corporation, as otherwise defined or
determined by the Office of Thrift Supervision or regulations promulgated by it;
or (iv) the acquisition, directly or indirectly, of the beneficial ownership
(within the meaning of that term as it is used in Section 13(d) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder) of twenty-five percent (25%) or more of the outstanding voting
securities of the Corporation by any person, trust, entity or group. This
limitation shall not apply to the purchase of shares by underwriters in
connection with a public offering of Corporation stock, or the purchase of
shares of up to 25% of any class of securities of the Corporation by a
tax-qualified employee stock benefit plan which is exempt from the approval
requirements, set forth under 12 C.F.R. ss.574.3(c)(1)(vi) as now in effect or
as may hereafter be amended. The term "person" refers to an individual or a
corporation, partnership, trust, association, joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The decision of the Committee as to whether a Change
in Control has occurred shall be conclusive and binding.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended,
and regulations promulgated thereunder.
1
<PAGE>
(e) "Committee" shall mean the Board or the Stock Option Committee
appointed by the Board in accordance with Section 5(a) of the Plan.
(f) "Common Stock" shall mean common stock, par value $.10 per
share, of the Corporation, or any successor or parent corporation thereto.
(g) "Continuous Employment" or "Continuous Status as an Employee"
shall mean the absence of any interruption or termination of employment with the
Corporation or any present or future Parent or Subsidiary of the Corporation.
Employment shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the Corporation or in
the case of transfers between payroll locations, of the Corporation or between
the Corporation, its Parent, its Subsidiaries or a successor.
(h) "Corporation" shall mean the WHG Bancshares Corporation, the
parent corporation of the Savings Bank, or any successor or Parent thereof.
(i) "Director" shall mean a member of the Board of the Corporation,
or any successor or parent corporation thereto.
(j) "Director Emeritus" shall mean a person serving as a director
emeritus, advisory director, consulting director or other similar position as
may be appointed by the Board of Directors of the Savings Bank or the
Corporation from time to time.
(k) "Disability" means (a) with respect to Incentive Stock Options,
the "permanent and total disability" of the Employee as such term is defined at
Section 22(e)(3) of the Code; and (b) with respect to Non-Incentive Stock
Options, any physical or mental impairment which renders the Participant
incapable of continuing in the employment or service of the Savings Bank or the
Parent in his then current capacity as determined by the Committee.
(l) "Effective Date" shall mean the date specified in Section 14
hereof.
(m) "Employee" shall mean any person employed by the Corporation or
any present or future Parent or Subsidiary of the Corporation.
(n) "Fair Market Value" shall mean: (i) if the Common Stock is
traded otherwise than on a national securities exchange, then the Fair Market
Value per Share shall be equal to the mean between the last bid and ask price of
such Common Stock on such date or, if there is no bid and ask price on said
date, then on the immediately prior business day on which there was a bid and
ask price. If no such bid and ask price is available, then the Fair Market Value
shall be determined by the Committee in good faith; or (ii) if the Common Stock
is listed on a national securities exchange, then the Fair Market Value per
Share shall be not less than the average of the highest and lowest selling price
of such Common Stock on such exchange on such date, or if there were no sales on
said date, then the Fair Market Value shall be not less than the mean between
the last bid and ask price on such date.
(o) "Incentive Stock Option" or "ISO" shall mean an option to
purchase Shares granted by the Committee pursuant to Section 8 hereof which is
subject to the limitations and restrictions of Section 8 hereof and is intended
to qualify as an incentive stock option under Section 422 of the Code.
2
<PAGE>
(p) "Non-Incentive Stock Option" or "Non-ISO" shall mean an option
to purchase Shares granted pursuant to Section 9 hereof, which option is not
intended to qualify under Section 422 of the Code.
(q) "Option" shall mean an Incentive Stock Option or Non-Incentive
Stock Option granted pursuant to this Plan providing the holder of such Option
with the right to purchase Common Stock.
(r) "Optioned Stock" shall mean stock subject to an Option granted
pursuant to the Plan.
(s) "Optionee" shall mean any person who receives an Option or Award
pursuant to the Plan.
(t) "Parent" shall mean any present or future corporation which
would be a "parent corporation" as defined in Sections 424(e) and (g) of the
Code.
(u) "Participant" means any director, officer or key employee of the
Corporation or any Parent or Subsidiary of the Corporation or any other person
providing a service to the Corporation who is selected by the Committee to
receive an Award, or who by the express terms of the Plan is granted an Award.
(v) "Plan" shall mean the WHG Bancshares Corporation 1996 Stock
Option Plan.
(w) "Savings Bank" shall mean Heritage Savings Bank, F.S.B.,
Lutherville, Maryland, or any successor corporation thereto.
(x) "Share" shall mean one share of the Common Stock.
(y) "Subsidiary" shall mean any present or future corporation which
constitutes a "subsidiary corporation" as defined in Sections 424(f) and (g) of
the Code.
3. Shares Subject to the Plan. Except as otherwise required by the
provisions of Section 12 hereof, the aggregate number of Shares with respect to
which Awards may be made pursuant to the Plan shall not exceed 162,006. Such
Shares may either be from authorized but unissued shares, treasury shares or
shares purchased in the market for Plan purposes.
If an Award shall expire, become unexercisable, or be forfeited for any
reason prior to its exercise, new Awards may be granted under the Plan with
respect to the number of Shares as to which such expiration has occurred.
4. Six Month Holding Period.
------------------------
Subject to vesting requirements, if applicable, except in the event
of death or disability of the Optionee, a minimum of six months must elapse
between the date of the grant of an Option and the date of the sale of the
Common Stock received through the exercise of such Option.
3
<PAGE>
5. Administration of the Plan.
--------------------------
(a) Composition of the Committee. The Plan shall be administered by
the Board of Directors of the Corporation or a Committee which shall consist of
not less than two Directors of the Corporation appointed by the Board and
serving at the pleasure of the Board. All persons designated as members of the
Committee shall meet the requirements of a "Non-Employee Director" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, as
found at 17 CFR ss.240.16b-3.
(b) Powers of the Committee. The Committee is authorized (but only
to the extent not contrary to the express provisions of the Plan or to
resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, to determine the form and
content of Awards to be issued under the Plan and to make other determinations
necessary or advisable for the administration of the Plan, and shall have and
may exercise such other power and authority as may be delegated to it by the
Board from time to time. A majority of the entire Committee shall constitute a
quorum and the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee. In no
event may the Committee revoke outstanding Awards without the consent of the
Participant.
The President of the Corporation and such other officers as shall be
designated by the Committee are hereby authorized to execute written agreements
evidencing Awards on behalf of the Corporation and to cause them to be delivered
to the Participants. Such agreements shall set forth the Option exercise price,
the number of shares of Common Stock subject to such Option, the expiration date
of such Options, and such other terms and restrictions applicable to such Award
as are determined in accordance with the Plan or the actions of the Committee.
(c) Effect of Committee's Decision. All decisions, determinations
and interpretations of the Committee shall be final and conclusive on all
persons affected thereby.
6. Eligibility for Awards and Limitations.
--------------------------------------
(a) The Committee shall from time to time determine the
officers, Directors, key employees and other persons who shall be granted Awards
under the Plan, the number of Awards to be granted to each such persons, and
whether Awards granted to each such Participant under the Plan shall be
Incentive and/or Non-Incentive Stock Options. In selecting Participants and in
determining the number of Shares of Common Stock to be granted to each such
Participant, the Committee may consider the nature of the services rendered by
each such Participant, each such Participant's current and potential
contribution to the Corporation and such other factors as the Committee may, in
its sole discretion, deem relevant. Participants who have been granted an Award
may, if otherwise eligible, be granted additional Awards.
(b) The aggregate Fair Market Value (determined as of the date
the Option is granted) of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by each Employee during any calendar
year (under all Incentive Stock Option plans, as defined in Section 422 of the
Code, of the Corporation or any present or future Parent or Subsidiary of the
Corporation) shall not exceed $100,000. Notwithstanding the prior provisions of
this Section 6, the Committee may grant Options in excess of the foregoing
limitations, provided said Options shall be clearly and specifically designated
as not being Incentive Stock Options.
4
<PAGE>
(c) In no event shall Shares subject to Options granted to
non-employee Directors in the aggregate under this Plan exceed more than 30% of
the total number of Shares authorized for delivery under this Plan pursuant to
Section 3 herein or more than 5% to any individual non-employee Director. In no
event shall Shares subject to Options granted to any Employee exceed more than
25% of the total number of Shares authorized for delivery under the Plan.
7. Term of the Plan. The Plan shall continue in effect for a term of ten
(10) years from the Effective Date, unless sooner terminated pursuant to Section
17 hereof. No Option shall be granted under the Plan after ten (10) years from
the Effective Date.
8. Terms and Conditions of Incentive Stock Options. Incentive Stock
Options may be granted only to Participants who are Employees. Each Incentive
Stock Option granted pursuant to the Plan shall be evidenced by an instrument in
such form as the Committee shall from time to time approve. Each Incentive Stock
Option granted pursuant to the Plan shall comply with, and be subject to, the
following terms and conditions:
(a) Option Price.
(i) The price per Share at which each Incentive Stock Option
granted by the Committee under the Plan may be exercised shall not, as to any
particular Incentive Stock Option, be less than the Fair Market Value of the
Common Stock on the date that such Incentive Stock Option is granted.
(ii) In the case of an Employee who owns Common Stock
representing more than ten percent (10%) of the outstanding Common Stock at the
time the Incentive Stock Option is granted, the Incentive Stock Option exercise
price shall not be less than one hundred and ten percent (110%) of the Fair
Market Value of the Common Stock on the date that the Incentive Stock Option is
granted.
(b) Payment. Full payment for each Share of Common Stock purchased
upon the exercise of any Incentive Stock Option granted under the Plan shall be
made at the time of exercise of each such Incentive Stock Option and shall be
paid in cash (in United States Dollars), Common Stock or a combination of cash
and Common Stock. Common Stock utilized in full or partial payment of the
exercise price shall be valued at the Fair Market Value at the date of exercise.
The Corporation shall accept full or partial payment in Common Stock only to the
extent permitted by applicable law. No Shares of Common Stock shall be issued
until full payment has been received by the Corporation, and no Optionee shall
have any of the rights of a stockholder of the Corporation until Shares of
Common Stock are issued to the Optionee.
(c) Term of Incentive Stock Option. The term of exercisability of
each Incentive Stock Option granted pursuant to the Plan shall be not more than
ten (10) years from the date each such Incentive Stock Option is granted,
provided that in the case of an Employee who owns stock representing more than
ten percent (10%) of the Common Stock outstanding at the time the Incentive
Stock Option is granted, the term of exercisability of the Incentive Stock
Option shall not exceed five (5) years.
(d) Exercise Generally. Except as otherwise provided in Section 10
hereof, no Incentive Stock Option may be exercised unless the Optionee shall
have been in the employ of the Corporation at all times during the period
beginning with the date of grant of any such Incentive Stock Option and ending
on the date three (3) months prior to the date of exercise of any such Incentive
Stock
5
<PAGE>
Option. The Committee may impose additional conditions upon the right of an
Optionee to exercise any Incentive Stock Option granted hereunder which are not
inconsistent with the terms of the Plan or the requirements for qualification as
an Incentive Stock Option. Except as otherwise provided by the terms of the Plan
or by action of the Committee at the time of the grant of the Options, the
Options will be first exercisable at the rate of 20% on the one year anniversary
of the date of grant and 20% annually thereafter during such periods of service
as an Employee, Director or Director Emeritus.
(e) Cashless Exercise. Subject to vesting requirements, if
applicable, an Optionee who has held an Incentive Stock Option for at least six
months may engage in the "cashless exercise" of the Option. Upon a cashless
exercise, an Optionee shall give the Corporation written notice of the exercise
of the Option together with an order to a registered broker-dealer or equivalent
third party, to sell part or all of the Optioned Stock and to deliver enough of
the proceeds to the Corporation to pay the Option exercise price and any
applicable withholding taxes. If the Optionee does not sell the Optioned Stock
through a registered broker-dealer or equivalent third party, the Optionee can
give the Corporation written notice of the exercise of the Option and the third
party purchaser of the Optioned Stock shall pay the Option exercise price plus
any applicable withholding taxes to the Corporation.
(f) Transferability. An Incentive Stock Option granted pursuant to
the Plan shall be exercised during an Optionee's lifetime only by the Optionee
to whom it was granted and shall not be assignable or transferable otherwise
than by will or by the laws of descent and distribution.
9. Terms and Conditions of Non-Incentive Stock Options. Each
Non-Incentive Stock Option granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee shall from time to time approve. Each
Non-Incentive Stock Option granted pursuant to the Plan shall comply with and be
subject to the following terms and conditions.
(a) Options Granted to Directors. Subject to the limitations of
Section 6(c), Non- Incentive Stock Options to purchase 6,075 shares of Common
Stock will be granted to each Director who is not an Employee as of the
Effective Date, at an exercise price equal to the Fair Market Value of the
Common Stock on such date of grant. The Options will be first exercisable at the
rate of 20% on the one year anniversary of the Effective Date and 20% annually
thereafter during such periods of service as a Director or Director Emeritus.
Upon the death or Disability of the Director or Director Emeritus, such Option
shall be deemed immediately 100% exercisable. Such Options shall continue to be
exercisable for a period of ten years following the date of grant without regard
to the continued services of such Director as a Director or Director Emeritus.
In the event of the Optionee's death, such Options may be exercised by the
personal representative of his estate or person or persons to whom his rights
under such Option shall have passed by will or by the laws of descent and
distribution. Options may be granted to newly appointed or elected non-employee
Directors within the sole discretion of the Committee. The exercise price per
Share of such Options granted shall be equal to the Fair Market Value of the
Common Stock at the time such Options are granted. All outstanding Awards shall
become immediately exercisable in the event of a Change in Control of the
Savings Bank or the Corporation, provided that such accelerated vesting is not
inconsistent with applicable regulations of the Office of Thrift Supervision or
other appropriate banking regulator at the time of such Change in Control.
Unless otherwise inapplicable, or inconsistent with the provisions of this
paragraph, the Options to be granted to Directors hereunder shall be subject to
all other provisions of this Plan.
(b) Option Price. The exercise price per Share of Common Stock for
each Non-Incentive Stock Option granted pursuant to the Plan shall be at such
price as the Committee may
6
<PAGE>
determine in its sole discretion, but in no event less than the Fair Market
Value of such Common Stock on the date of grant as determined by the Committee
in good faith.
(c) Payment. Full payment for each Share of Common Stock purchased
upon the exercise of any Non-Incentive Stock Option granted under the Plan shall
be made at the time of exercise of each such Non-Incentive Stock Option and
shall be paid in cash (in United States Dollars), Common Stock or a combination
of cash and Common Stock. Common Stock utilized in full or partial payment of
the exercise price shall be valued at its Fair Market Value at the date of
exercise. The Corporation shall accept full or partial payment in Common Stock
only to the extent permitted by applicable law. No Shares of Common Stock shall
be issued until full payment has been received by the Corporation and no
Optionee shall have any of the rights of a stockholder of the Corporation until
the Shares of Common Stock are issued to the Optionee.
(d) Term. The term of exercisability of each Non-Incentive Stock
Option granted pursuant to the Plan shall be not more than ten (10) years from
the date each such Non-Incentive Stock Option is granted.
(e) Exercise Generally. The Committee may impose additional
conditions upon the right of any Participant to exercise any Non-Incentive Stock
Option granted hereunder which is not inconsistent with the terms of the Plan.
Except as otherwise provided by the terms of the Plan or by action of the
Committee at the time of the grant of the Options, the Options will be first
exercisable at the rate of 20% on the one year anniversary of the date of grant
and 20% annually thereafter during such periods of service as an Employee,
Director or Director Emeritus.
(f) Cashless Exercise. Subject to vesting requirements, if
applicable, an Optionee who has held a Non-Incentive Stock Option for at least
six months may engage in the "cashless exercise" of the Option. Upon a cashless
exercise, an Optionee shall give the Corporation written notice of the exercise
of the Option together with an order to a registered broker-dealer or equivalent
third party, to sell part or all of the Optioned Stock and to deliver enough of
the proceeds to the Corporation to pay the Option exercise price and any
applicable withholding taxes. If the Optionee does not sell the Optioned Stock
through a registered broker-dealer or equivalent third party, the Optionee can
give the Corporation written notice of the exercise of the Option and the third
party purchaser of the Optioned Stock shall pay the Option exercise price plus
any applicable withholding taxes to the Corporation.
(g) Transferability. Any Non-Incentive Stock Option granted pursuant
to the Plan shall be exercised during an Optionee's lifetime only by the
Optionee to whom it was granted and shall not be assignable or transferable
otherwise than by will or by the laws of descent and distribution.
10. Effect of Termination of Employment, Disability or Death on
--------------------------------------------------------------------
Incentive Stock Options.
- -----------------------
(a) Termination of Employment. In the event that any Optionee's
employment with the Corporation shall terminate for any reason, other than
Disability or death, all of any such Optionee's Incentive Stock Options, and all
of any such Optionee's rights to purchase or receive Shares of Common Stock
pursuant thereto, shall automatically terminate on (A) the earlier of (i) or
(ii): (i) the respective expiration dates of any such Incentive Stock Options,
or (ii) the expiration of not more than three (3) months after the date of such
termination of employment; or (B) at such later date as is determined by the
Committee at the time of the grant of such Award based upon the Optionee's
continuing status as a
7
<PAGE>
Director or Director Emeritus of the Savings Bank or the Corporation, but only
if, and to the extent that, the Optionee was entitled to exercise any such
Incentive Stock Options at the date of such termination of employment, and
further that such Award shall thereafter be deemed a Non-Incentive Stock Option.
In the event that a Subsidiary ceases to be a Subsidiary of the Corporation, the
employment of all of its employees who are not immediately thereafter employees
of the Corporation shall be deemed to terminate upon the date such Subsidiary so
ceases to be a Subsidiary of the Corporation.
(b) Disability. In the event that any Optionee's employment with the
Corporation shall terminate as the result of the Disability of such Optionee,
such Optionee may exercise any Incentive Stock Options granted to the Optionee
pursuant to the Plan at any time prior to the earlier of (i) the respective
expiration dates of any such Incentive Stock Options or (ii) the date which is
one (1) year after the date of such termination of employment, but only if, and
to the extent that, the Optionee was entitled to exercise any such Incentive
Stock Options at the date of such termination of employment.
(c) Death. In the event of the death of an Optionee, any Incentive
Stock Options granted to such Optionee may be exercised by the person or persons
to whom the Optionee's rights under any such Incentive Stock Options pass by
will or by the laws of descent and distribution (including the Optionee's estate
during the period of administration) at any time prior to the earlier of (i) the
respective expiration dates of any such Incentive Stock Options or (ii) the date
which is two (2) years after the date of death of such Optionee but only if, and
to the extent that, the Optionee was entitled to exercise any such Incentive
Stock Options at the date of death. For purposes of this Section 10(c), any
Incentive Stock Option held by an Optionee shall be considered exercisable at
the date of his death if the only unsatisfied condition precedent to the
exercisability of such Incentive Stock Option at the date of death is the
passage of a specified period of time. At the discretion of the Committee, upon
exercise of such Options the Optionee may receive Shares or cash or a
combination thereof. If cash shall be paid in lieu of Shares, such cash shall be
equal to the difference between the Fair Market Value of such Shares and the
exercise price of such Options on the exercise date.
(d) Incentive Stock Options Deemed Exercisable. For purposes of
Sections 10(a), 10(b) and 10(c) above, any Incentive Stock Option held by any
Optionee shall be considered exercisable at the date of termination of
employment if any such Incentive Stock Option would have been exercisable at
such date of termination of employment without regard to the Disability or death
of the Participant.
(e) Termination of Incentive Stock Options. Except as may be
specified by the Committee at the time of grant of an Option, to the extent that
any Incentive Stock Option granted under the Plan to any Optionee whose
employment with the Corporation terminates shall not have been exercised within
the applicable period set forth in this Section 10, any such Incentive Stock
Option, and all rights to purchase or receive Shares of Common Stock pursuant
thereto, as the case may be, shall terminate on the last day of the applicable
period.
11. Effect of Termination of Employment, Disability or Death on
Non-Incentive Stock Options. The terms and conditions of Non-Incentive Stock
Options relating to the effect of the termination of an Optionee's employment or
service, Disability of an Optionee or his death shall be such terms and
conditions as the Committee shall, in its sole discretion, determine at the time
of termination of service, unless specifically provided for by the terms of the
Agreement at the time of grant of the Award.
8
<PAGE>
12. Recapitalization, Merger, Consolidation, Change in Control and Other
--------------------------------------------------------------------
Transactions.
- ------------
(a) Adjustment. Subject to any required action by the stockholders
of the Corporation, within the sole discretion of the Committee, the aggregate
number of Shares of Common Stock for which Options may be granted hereunder, the
number of Shares of Common Stock covered by each outstanding Option, and the
exercise price per Share of Common Stock of each such Option, shall all be
proportionately adjusted for any increase or decrease in the number of issued
and outstanding Shares of Common Stock resulting from a subdivision or
consolidation of Shares (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of shares, or
otherwise) or the payment of a stock dividend (but only on the Common Stock) or
any other increase or decrease in the number of such Shares of Common Stock
effected without the receipt or payment of consideration by the Corporation
(other than Shares held by dissenting stockholders).
(b) Change in Control. All outstanding Awards shall become
immediately exercisable in the event of a Change in Control of the Corporation,
as determined by the Committee, provided that such accelerated vesting is not
inconsistent with applicable regulations of the Office of Thrift Supervision or
other appropriate banking regulator at the time of such Change in Control. In
the event of such a Change in Control, the Committee and the Board of Directors
will take one or more of the following actions to be effective as of the date of
such Change in Control:
(i) provide that such Options shall be assumed, or equivalent
options shall be substituted, ("Substitute Options") by the acquiring or
succeeding corporation (or an affiliate thereof), provided that: (A) any such
Substitute Options exchanged for Incentive Stock Options shall meet the
requirements of Section 424(a) of the Code, and (B) the shares of stock issuable
upon the exercise of such Substitute Options shall constitute securities
registered in accordance with the Securities Act of 1933, as amended, ("1933
Act") or such securities shall be exempt from such registration in accordance
with Sections 3(a)(2) or 3(a)(5) of the 1933 Act, (collectively, "Registered
Securities"), or in the alternative, if the securities issuable upon the
exercise of such Substitute Options shall not constitute Registered Securities,
then the Optionee will receive upon consummation of the Change in Control
transaction a cash payment for each Option surrendered equal to the difference
between (1) the Fair Market Value of the consideration to be received for each
share of Common Stock in the Change in Control transaction times the number of
shares of Common Stock subject to such surrendered Options, and (2) the
aggregate exercise price of all such surrendered Options, or
(ii) in the event of a transaction under the terms of which the
holders of the Common Stock of the Corporation will receive upon consummation
thereof a cash payment (the "Merger Price") for each share of Common Stock
exchanged in the Change in Control transaction, to make or to provide for a cash
payment to the Optionees equal to the difference between (A) the Merger Price
times the number of shares of Common Stock subject to such Options held by each
Optionee (to the extent then exercisable at prices not in excess of the Merger
Price) and (B) the aggregate exercise price of all such surrendered Options in
exchange for such surrendered Options.
(c) Extraordinary Corporate Action. Notwithstanding any provisions
of the Plan to the contrary, subject to any required action by the stockholders
of the Corporation, in the event of any Change in Control, recapitalization,
merger, consolidation, exchange of Shares, spin-off, reorganization, tender
offer, partial or complete liquidation or other extraordinary corporate action
or event, the Committee, in its sole discretion, shall have the power, prior or
subsequent to such action or event to:
9
<PAGE>
(i) appropriately adjust the number of Shares of Common Stock
subject to each Option, the Option exercise price per Share of Common Stock, and
the consideration to be given or received by the Corporation upon the exercise
of any outstanding Option;
(ii) cancel any or all previously granted Options, provided
that appropriate consideration is paid to the Optionee in connection therewith;
and/or
(iii) make such other adjustments in connection with the Plan
as the Committee, in its sole discretion, deems necessary, desirable,
appropriate or advisable; provided, however, that no action shall be taken by
the Committee which would cause Incentive Stock Options granted pursuant to the
Plan to fail to meet the requirements of Section 422 of the Code without the
consent of the Optionee.
Except as expressly provided in Sections 12(a), 12(b) and 12(e)
hereof, no Optionee shall have any rights by reason of the occurrence of any of
the events described in this Section 12.
(d) Acceleration. The Committee shall at all times have the power to
accelerate the exercise date of Options previously granted under the Plan;
provided that such action is not contrary to regulations of the OTS or other
appropriate banking regulator then in effect.
13. Time of Granting Options. The date of grant of an Option under the
Plan shall, for all purposes, be the date on which the Committee makes the
determination of granting such Option. Notice of the grant of an Option shall be
given to each individual to whom an Option is so granted within a reasonable
time after the date of such grant in a form determined by the Committee.
14. Effective Date. The Plan shall become effective upon the date of
approval of the Plan by the stockholders of the Corporation, subject to approval
or non-objection by the Office of Thrift Supervision, if applicable. The
Committee may make a determination related to Awards prior to the Effective Date
with such Awards to be effective upon the date of stockholder approval of the
Plan.
15. Approval by Stockholders. The Plan shall be approved by stockholders
of the Corporation within twelve (12) months before or after the date the Plan
is approved by the Board.
16. Modification of Options. At any time and from time to time, the Board
may authorize the Committee to direct the execution of an instrument providing
for the modification of any outstanding Option, provided no such modification,
extension or renewal shall confer on the holder of said Option any right or
benefit which could not be conferred on the Optionee by the grant of a new
Option at such time, or shall not materially decrease the Optionee's benefits
under the Option without the consent of the holder of the Option, except as
otherwise permitted under Section 17 hereof.
17. Amendment and Termination of the Plan.
-------------------------------------
(a) Action by the Board. The Board may alter, suspend or discontinue
the Plan, except that no action of the Board may increase (other than as
provided in Section 12 hereof) the maximum number of Shares permitted to be
optioned under the Plan, materially increase the benefits accruing to
Participants under the Plan or materially modify the requirements for
eligibility for participation in the Plan unless such action of the Board shall
be subject to approval or ratification by the stockholders of the Corporation.
10
<PAGE>
(b) Change in Applicable Law. Notwithstanding any other provision
contained in the Plan, in the event of a change in any federal or state law,
rule or regulation which would make the exercise of all or part of any
previously granted Option unlawful or subject the Corporation to any penalty,
the Committee may restrict any such exercise without the consent of the Optionee
or other holder thereof in order to comply with any such law, rule or regulation
or to avoid any such penalty.
18. Conditions Upon Issuance of Shares; Limitations on Option Exercise;
Cancellation of Option Rights.
(a) Shares shall not be issued with respect to any Option granted under
the Plan unless the issuance and delivery of such Shares shall comply with all
relevant provisions of applicable law, including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, any applicable state securities laws and the requirements of any
stock exchange upon which the Shares may then be listed.
(b) The inability of the Corporation to obtain any necessary
authorizations, approvals or letters of non-objection from any regulatory body
or authority deemed by the Corporation's counsel to be necessary to the lawful
issuance and sale of any Shares issuable hereunder shall relieve the Corporation
of any liability with respect to the non-issuance or sale of such Shares.
(c) As a condition to the exercise of an Option, the Corporation may
require the person exercising the Option to make such representations and
warranties as may be necessary to assure the availability of an exemption from
the registration requirements of federal or state securities law.
(d) Notwithstanding anything herein to the contrary, upon the termination
of employment or service of an Optionee by the Corporation or its Subsidiaries
for "cause" as defined at 12 C.F.R. 563.39(b)(1) as determined by the Board of
Directors, all Options held by such Participant shall cease to be exercisable as
of the date of such termination of employment or service.
(e) Upon the exercise of an Option by an Optionee (or the Optionee's
personal representative), the Committee, in its sole and absolute discretion,
may make a cash payment to the Optionee, in whole or in part, in lieu of the
delivery of shares of Common Stock. Such cash payment to be paid in lieu of
delivery of Common Stock shall be equal to the difference between the Fair
Market Value of the Common Stock on the date of the Option exercise and the
exercise price per share of the Option. Such cash payment shall be in exchange
for the cancellation of such Option. Such cash payment shall not be made in the
event that such transaction would result in liability to the Optionee or the
Corporation under Section 16(b) of the Securities Exchange Act of 1934, as
amended, and regulations promulgated thereunder.
19. Reservation of Shares. During the term of the Plan, the Corporation
will reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
20. Unsecured Obligation. No Participant under the Plan shall have any
interest in any fund or special asset of the Corporation by reason of the Plan
or the grant of any Option under the Plan. No trust fund shall be created in
connection with the Plan or any grant of any Option hereunder and there shall be
no required funding of amounts which may become payable to any Participant.
11
<PAGE>
21. Withholding Tax. The Corporation shall have the right to deduct from
all amounts paid in cash with respect to the cashless exercise of Options under
the Plan any taxes required by law to be withheld with respect to such cash
payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option, the Corporation shall have the right to
require the Participant or such other person to pay the Corporation the amount
of any taxes which the Corporation is required to withhold with respect to such
Shares, or, in lieu thereof, to retain, or to sell without notice, a number of
such Shares sufficient to cover the amount required to be withheld.
22. No Employment Rights. No Director, Employee or other person shall have
a right to be selected as a Participant under the Plan. Neither the Plan nor any
action taken by the Committee in administration of the Plan shall be construed
as giving any person any rights of employment or retention as an Employee,
Director or in any other capacity with the Corporation, the Savings Bank or
other Subsidiaries.
23. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Maryland, except to the extent that
federal law shall be deemed to apply.
12
EXHIBIT 4.2
Form of Stock Option Agreement to be entered into
with respect to Incentive Stock Options
<PAGE>
STOCK OPTION AGREEMENT
----------------------
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
WHG BANCSHARES CORPORATION
1996 STOCK OPTION PLAN
----------------------
STOCK OPTIONS for a total of shares of Common Stock of WHG Bancshares
Corporation (the "Company"), which Option is intended to qualify as an Incentive
Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended,
is hereby granted to ____________ (the "Optionee"), at the price determined as
provided in, and in all respects subject to the terms, definitions and
provisions of the 1996 Stock Option Plan (the "Plan") adopted by the Company
which is incorporated by reference herein, receipt of which is hereby
acknowledged.
1. Option Price. The Option price is $_______________ for each Share,
being 100% of the fair market value, as determined by the Committee, of the
Common Stock on the date of grant of this Option.
2. Exercises of Option. This Option shall be exercisable in accordance
with provisions of the Plan, provided the holder of such Option is an employee
of the Company as of such date, as follows:
(a) Schedule of Rights to Exercise.
Date
---- Percentage of
Total Shares
Awarded Which
Are Exercisable/
Options Non-forfeitable
------- ---------------
Upon grant..................................... 0 0%
As of , 1997.............. 20%
---------------- ---- -----
As of , 1998.............. 40%
---------------- ---- -----
As of , 1999.............. 60%
---------------- ---- -----
As of , 2000.............. 80%
---------------- ---- -----
As of , 2001.............. 100%
---------------- ---- -----
Options awarded to the Optionee shall continue to vest annually during
such period that the Optionee serves as an employee of Heritage Savings Bank,
FSB or the Company. Notwithstanding any provisions in this Section 2, in no
event shall this Option be exercisable prior to six months following the date of
grant. Options shall be 100% vested and exercisable upon the death or disability
of the Optionee, or upon a Change in Control of the Company, subject to
non-objection by the Office of Thrift Supervision.
<PAGE>
(b) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(i) State the election to exercise the Option, the number of
Shares with respect to which it is being exercised, the person in whose
name the stock certificate or certificates for such Shares of Common Stock
is to be registered, his address and Social Security Number (or if more
than one, the names, addresses and Social Security Numbers of such
persons);
(ii) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as
may be satisfactory to the Company's counsel;
(iii) Be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to counsel
for the Company, of the right of such person or persons to exercise the
Option; and
(iv) Be in writing and delivered in person or by certified
mail to the Treasurer of the Company.
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check. The certificate or certificates for shares of Common Stock as to which
the Option shall be exercised shall be registered in the name of the person or
persons exercising the Option.
(c) Restrictions on Exercise. This Option may not be exercised if
the issuance of the Shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or valid regulation. As
a condition to the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
3. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
2
<PAGE>
4. Term of Option. This Option may not be exercised more than ten (10)
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
5. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
WHG Bancshares Corporation
Date of Grant: By:
------------------------- ---------------------------
Attest:
- ----------------------------------------
[SEAL]
3
<PAGE>
INCENTIVE STOCK OPTION EXERCISE FORM
------------------------------------
PURSUANT TO THE
WHG BANCSHARES CORPORATION
1996 STOCK OPTION PLAN
-----------
(Date)
WHG Bancshares Corporation
Dear Sir:
The undersigned elects to exercise the Incentive Stock Option to purchase
______________ shares of Common Stock of WHG Bancshares Corporation under and
pursuant to a Stock Option Agreement dated _______________, 19____.
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$ of cash or check
-------
of Common Stock
-------
$ Total
=======
The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person(s) is as follows:
Name
---------------------------------------------
Address
-------------------------------------------
Social Security Number
----------------------------
Very truly yours,
-------------------------
EXHIBIT 4.3
Form of Stock Option Agreement to be entered into
with respect to Non-Incentive Stock Options
<PAGE>
STOCK OPTION AGREEMENT
----------------------
FOR NON-INCENTIVE STOCK OPTIONS
PURSUANT TO THE
WHG BANCSHARES CORPORATION
1996 STOCK OPTION PLAN
----------------------
STOCK OPTIONS for a total of _______________ shares of Common Stock of WHG
Bancshares Corporation (the "Company") is hereby granted to _______________ (the
"Optionee") at the price determined as provided in, and in all respects subject
to the terms, definitions and provisions of the 1996 Stock Option Plan (the
"Plan") adopted by the Company which is incorporated by reference herein,
receipt of which is hereby acknowledged. Such Stock Options do not comply with
Options granted under Section 422 of the Internal Revenue Code of 1986, as
amended.
1. Option Price. The Option price is $___________ for each Share, being
100% of the fair market value, as determined by the Committee, of the Common
Stock on the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable in accordance
with provisions of the Plan as follows:
(a) Schedule of Rights to Exercise.
Date
----- Percentage of Total Shares
Awarded Which Are
Number Non-forfeitable
------ ---------------
Upon grant........................ 0 0%
As of , 1997.. 20%
---------------- --- -----
As of , 1998.. 40%
---------------- --- -----
As of , 1999.. 60%
---------------- --- -----
As of , 2000.. 80%
---------------- --- -----
As of , 2001.. 100%
---------------- --- -----
Options shall continue to vest annually provided that such holder remains
a director or director's emeritus of Heritage Savings Bank, FSB or the Company.
Notwithstanding any provisions in this Section 2, in no event shall this Option
be exercisable prior to six months following the date of grant. Options shall be
100% vested and exercisable upon the death or disability of the Optionee, or
upon a Change in Control of the Company, subject to non- objection by the Office
of Thrift Supervision.
<PAGE>
(b) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(i) State the election to exercise the Option, the number of
Shares with respect to which it is being exercised, the person in whose
name the stock certificate or certificates for such Shares of Common Stock
is to be registered, his address and Social Security Number (or if more
than one, the names, addresses and Social Security Numbers of such
persons);
(ii) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as
may be satisfactory to the Company's counsel;
(iii) Be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to counsel
for the Company, of the right of such person or persons to exercise the
Option; and
(iv) Be in writing and delivered in person or by certified
mail to the Treasurer of the Company.
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check. The certificate or certificates for shares of Common Stock as to which
the Option shall be exercised shall be registered in the name of the person or
persons exercising the Option.
(c) Restrictions on Exercise. This Option may not be exercised if
the issuance of the Shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or valid regulation. As
a condition to the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
3. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
2
<PAGE>
4. Term of Option. This Option may not be exercised more than ten (10)
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
5. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
WHG BANCSHARES CORPORATION
Date of Grant: By:
---------------------- --------------------------
Attest:
- -------------------------------------
[SEAL]
3
<PAGE>
NON-INCENTIVE STOCK OPTION EXERCISE FORM
----------------------------------------
PURSUANT TO THE
WHG BANCSHARES CORPORATION
1996 STOCK OPTION PLAN
----------
(Date)
WHG Bancshares Corporation
Dear Sir:
The undersigned elects to exercise the Non-Incentive Stock Option to
purchase _________ shares of Common Stock of WHG Bancshares Corporation under
and pursuant to a Stock Option Agreement dated ______________, 19_____ .
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$ of cash or check
------
of Common Stock
------
$ Total
======
The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person(s) is as follows:
Name
---------------------------------
Address
------------------------------
Social Security Number
---------------
Very truly yours,
---------------------------
EXHIBIT 5.1
Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to
the validity of the Common Stock being registered
<PAGE>
MALIZIA, SPIDI, SLOANE & FISCH, P.C.
One Franklin Square
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
Telephone: (202) 434-4660
Telecopier: (202) 434-4661
WRITER'S DIRECT DIAL NUMBER
August 25, 1997
Board of Directors
WHG Bancshares Corporation
1505 York Road
Lutherville, Maryland 21093
RE: Registration Statement on Form S-8:
----------------------------------
WHG Bancshares Corporation 1996 Stock Option Plan
Members of the Board:
We have acted as special counsel to WHG Bancshares Corporation, a Maryland
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to 162,006 shares of common stock, par value $.10 per share
(the "Common Stock") of the Company which may be issued upon the exercise of
options granted or which may be granted under the WHG Bancshares Corporation
1996 Stock Option Plan (the "Plan"), as more fully described in the Registration
Statement. You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering.
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to the exercise of options
granted under and in accordance with the terms of the Plan will be duly and
validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included under the caption
"Legal Opinion" in the Prospectus which is a part of the Registration Statement.
Sincerely,
/s/ Malizia, Spidi, Sloane & Fisch, P.C.
Malizia, Spidi, Sloane & Fisch, P.C.
EXHIBIT 23.1
Consent of Malizia, Spidi, Sloane & Fisch, P.C.
(appears in their opinion filed as Exhibit 5.1)
EXHIBIT 23.2
Consent of Independent Accountants
<PAGE>
Anderson Associates, LLP
Certified Public Accountants
7621 Fitch Lane
Baltimore, Maryland 21236
(410) 882-8050
INDEPENDENT ACCOUNTANTS' CONSENT
Board of Directors
WHG Bancshares Corporation
1505 York Road
Lutherville, Maryland 21093
We consent to incorporation by reference in this Registration Statement on
Form S-8 related to the WHG Bancshares Corporation 1996 Stock Option Plan of our
report on the consolidated financial statements of WHG Bancshares Corporation,
included in the Form 10-KSB of WHG Bancshares Corporation for the fiscal year
ended September 30, 1996.
/s/ Anderson Associates, LLP
Anderson Associates, LLP
Baltimore, Maryland
August 29, 1997
