<PAGE> 1
As filed with the Securities and Exchange Commission on November 18, 1996
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------
UNIONBANCORP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-3145350
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
------------------
122 WEST MADISON STREET
OTTAWA, ILLINOIS 61350
(Address of principal executive offices)
------------------
UNIONBANCORP, INC. 1993 STOCK OPTION PLAN
(Full title of the plan)
------------------
R. SCOTT GRIGSBY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
UNIONBANCORP, INC.
122 WEST MADISON STREET
OTTAWA, ILLINOIS 61350
(Name and address of agent for service)
(815) 434-3900
(Telephone number, including area code, of agent for service)
With copies to:
RICHARD A. SIRUS, ESQ.
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
(312) 984-3100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1)(2) per Share(2) Offering Price(2) Registration Fee(2)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 Par Value 600,000 $12.75 $7,650,000 $2,319
===============================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act, this Registration
Statement also registers such indeterminate number of additional
shares as may be issuable under the Plan in connection with share
splits, share dividends or similar transactions.
(2) Estimated pursuant to Rule 457(h) under the Act solely for the purpose
of calculating the registration fee and based, in accordance with Rule
457(c), upon the average of the high and low prices of the shares of
the Registrant's Common Stock as reported on the Nasdaq Stock Market
on November 12, 1996.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the UnionBancorp, Inc. 1993 Stock
Option Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by
UnionBancorp, Inc. (the "Company") with the Commission are hereby incorporated
by reference into this Registration Statement:
(a) The prospectus (File No. 333-9891) filed with the
Commission pursuant to Rule 424(b) on October 4, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the filing of the prospectus
referred to in (a) above.
(c) The description of the Company's Common Stock, par value
$1.00 per share, contained in Item 1 of the Company's
Registration Statement on Form 8-A (File No. 0-28846),
originally filed with the Commission on September 4, 1996,
and all amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or
deemed to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the General Corporation Law of the State of
Delaware (being Chapter 1 of Title 8 of the Delaware Code), Article XIII of the
Company's Certificate of Incorporation, and Article VII of the Company's
bylaws, provide as follows:
ARTICLE XIII
No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty by such directors as a director; provided, however, that this Article XIII
shall not eliminate or limit the liability of a director to the extent provided
by applicable law (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the General Corporation Law of the State of Delaware, or
(iv) for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article XIII shall apply to or have
any effect on the liability
II-1
<PAGE> 4
or alleged liability of any director of the corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment or
repeal.
ARTICLE VII
SECTION 7.1 INDEMNIFICATION.
7.1.1 ACTIONS, SUITS OR PROCEEDINGS OTHER THAN BY OR IN
THE RIGHT OF THE CORPORATION. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of
the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken
or omitted in such capacity, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her or on his or her behalf in
connection with such action, suit or proceeding and any appeal
therefrom, if he or she acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and
in a manner which he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect
to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
7.1.2 ACTIONS OR SUITS BY OR IN THE RIGHT OF THE
CORPORATION. The corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, employee or
agent of the corporation or is or was serving or has agreed to
serve at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action
alleged to have been taken or omitted in such capacity, against
expenses (including attorneys' fees) actually and reasonably
incurred by him or her or on his or her behalf in connection with
the defense or settlement of such action or suit and any appeal
therefrom, if he or she acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
such liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such
costs, charges and expenses which the Court of Chancery or such
other court shall deem proper.
7.1.3 INDEMNIFICATION FOR COSTS, CHARGES AND EXPENSES OF
SUCCESSFUL PARTY. Notwithstanding the other provisions of this
Section 7.1, to the extent that a director, officer, employee or
agent has been successful, on the merits or otherwise, including,
without limitation, to the extent permitted by applicable law, the
dismissal of an action without prejudice, in defense of any action,
suit or proceeding referred to in Sections 7.1.1 and 7.1.2, or in
defense of any claim, issue or matter therein, he or she shall be
indemnified against all costs, charges and expenses (including
attorneys' fees) actually and reasonably incurred by him or her or
on his or her behalf in connection therewith.
7.1.4 DETERMINATION OF RIGHT TO INDEMNIFICATION. Any
indemnification under Sections 7.1.1 and 7.1.2, (unless ordered by
a court) shall be paid by the corporation, if a determination is
made (a) by the board of directors by a majority vote of the
directors who were not parties to such action, suit or proceeding,
or (b) if such majority of disinterested directors so directs, by
independent legal counsel
II-2
<PAGE> 5
in a written opinion, or (c) by the stockholders, that
indemnification of the director or officer is proper in the
circumstances because he or she has met the applicable standard of
conduct set forth in Sections 7.1.1 and 7.1.2.
7.1.5 ADVANCE OF COSTS, CHARGES AND EXPENSES. Expenses
(including attorneys' fees) incurred by a person referred to in
Sections 7.1.1 and 7.1.2 in defending a civil, criminal,
administrative or investigative action, suit or proceeding shall be
paid by the corporation in advance of the final disposition of such
action, suit or proceeding; provided, however, that the payment of
such costs, charges and expenses incurred by a director or officer
in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such person
while a director or officer) in advance of the final disposition of
such action, suit or proceeding shall be made only upon receipt of
an undertaking by or on behalf of the director or officer to repay
all amounts so advanced in the event that it shall ultimately be
determined that such director or officer is not entitled to be
indemnified by the corporation as authorized in this Article VII.
Such costs, charges and expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as
the majority of the directors deems appropriate. The majority of
the directors may, in the manner set forth above, and upon approval
of such director or officer of the corporation, authorize the
corporation's counsel to represent such person, in any action, suit
or proceeding, whether or not the corporation is a party to such
action, suit or proceeding.
7.1.6 PROCEDURE FOR INDEMNIFICATION. Any indemnification
under Sections 7.1.1, 7.1.2 and 7.1.3, or advance of costs, charges
and expenses under Section 7.1.5, shall be made promptly, and in
any event within 60 days, upon the written request of the director,
officer, employee or agent. The right to indemnification or
advances as granted by this Article VII shall be enforceable by the
director, officer, employee or agent in any court of competent
jurisdiction, if the corporation denies such request, in whole or
in part, or if no disposition thereof is made within 60 days. Such
person's costs and expenses incurred in connection with
successfully establishing his or her right to indemnification, in
whole or in part, in any such action shall also be indemnified by
the corporation. It shall be a defense to any such action (other
than an action brought to enforce a claim for the advance of costs,
charges and expenses under Section 7.1.5, where the required
undertaking, if any, has been received by the corporation) that the
claimant has not met the standard of conduct set forth in Sections
7.1.1 and 7.1.2, but the burden of proving such defense shall be on
the corporation. Neither the failure of the corporation (including
its board of directors, its independent legal counsel and its
stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 7.1.1 and
7.1.2, nor the fact that there has been an actual determination by
the corporation (including its board of directors, its independent
legal counsel and its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the
applicable standard of conduct.
7.1.7 SETTLEMENT. The corporation shall not be obligated
to reimburse the costs of any settlement to which it has not
agreed. If in any action, suit or proceeding, including any
appeal, within the scope of Sections 7.1.1 and 7.1.2, the person to
be indemnified shall have unreasonably failed to enter into a
settlement thereof offered or assented to by the opposing party or
parties in such action, suit or proceeding, then, notwithstanding
any other provision hereof, the indemnification obligation of the
corporation to such person in connection with such action, suit or
proceeding shall not exceed the total of the amount at which
settlement could have been made and the expenses incurred by such
person prior to the time such settlement could reasonably have been
effected.
SECTION 7.2 SUBSEQUENT AMENDMENT. No amendment, termination or
repeal of this Article VII or of relevant provisions of the Delaware General
Corporation Law or any other applicable law shall affect or diminish in any way
the rights of any director or officer of the corporation to indemnification
under the provisions hereof with respect to any action, suit or proceeding
arising out of, or relating to, any actions, transactions or facts occurring
prior to the final adoption of such amendment, termination or repeal.
II-3
<PAGE> 6
SECTION 7.3 OTHER RIGHTS; CONTINUATION OF RIGHT TO
INDEMNIFICATION. The indemnification provided by this Article VII shall not be
deemed exclusive of any other rights to which a director, officer, employee or
agent seeking indemnification may be entitled under any law (common or
statutory), agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action
in any other capacity while holding office or while employed by or acting as
agent for the corporation, and shall continue as to a person who has ceased to
be a director, officer, employee or agent, and shall inure to the benefit of
the estate, heirs, executors and administrators of such person. Nothing
contained in this Article VII shall be deemed to prohibit, and the corporation
is specifically authorized to enter into, agreements with officers and
directors providing indemnification rights and procedures different from those
set forth herein. All rights to indemnification under this Article VII shall
be deemed to be a contract between the corporation and each director or officer
of the corporation who serves or served in such capacity at any time while this
Article VII is in effect. The corporation shall not consent to any
acquisition, merger, consolidation or other similar transaction unless the
successor corporation assumes by operation of law or by agreement the
obligations set forth in this Article VII.
SECTION 7.4 INSURANCE. The corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability under this Article VII.
SECTION 7.5 CERTAIN DEFINITIONS. For purposes of this Article
VII:
(i) references to "the corporation" shall include, in
addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had
continued, would have had the power and authority to indemnify its
directors, officers, employees or agents, so that any person who is
or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprises, shall stand in the same position under this Article
VII with respect to the resulting or surviving corporation as he or
she would have with respect to such constituent corporation if its
separate existence had continued;
(ii) references to "other enterprises" shall include
employee benefit plans;
(iii) references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit
plan;
(iv) references to "serving at the request of the
corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee or agent
with respect to an employee benefit plan, its participants or
beneficiaries; and
(v) a person who acted in good faith and in a manner he
or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests
of the corporation," as referred to in this Article VII.
SECTION 7.6 SAVINGS CLAUSE. If this Article VII or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify each director
or officer of the corporation as to any costs, charges, expenses (including
attorney's fees), judgments, fines and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the corporation, to
the full extent permitted by any
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<PAGE> 7
applicable portion of this Article VII that shall not have been invalidated and
to the full extant permitted by applicable law.
SECTION 7.7 SUBSEQUENT LEGISLATION. If the Delaware General
Corporation Law is amended after the date hereof to further expand the
indemnification permitted to directors and officers of the corporation, then
the corporation shall indemnify such person to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by
reference.
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 the Registration
Statement to include: (i) any prospectus required by Section
10(a)(3) of the Securities Act; (ii) to reflect in the prospectus
any facts or events arising after the effective date of the
Registration Statement which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and (iii) 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 provisions
(i) and (ii) of this undertaking are inapplicable if the
information to be filed thereunder is contained in periodic reports
filed by the Company pursuant to Sections 13 or 15(d) of the
Exchange Act and incorporated by reference into the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act 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) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provision, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
of expenses incurred or paid by a director, officer or controlling person 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
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<PAGE> 8
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-6
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Ottawa, State of Illinois, on November 12,
1996.
UNIONBANCORP, INC.
By: /s/ R. Scott Grigsby
------------------------------------
R. Scott Grigsby
Chairman of the Board, President and
Chief Executive Officer
By: /s/ Charles J. Grako
------------------------------------
Charles J. Grako
Executive Vice President and Chief
Financial and Accounting Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints R. Scott Grigsby and Charles J. Grako,
and each of them, his true and lawful attorney-in-fact and agent, each with
full power of substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in the
capacities indicated on November 12, 1996.
SIGNATURE
---------
TITLE
-----
/s/ R. Scott Grigsby
- -------------------------
R. Scott Grigsby Chairman of the Board, President and Chief
Executive Officer
/s/ Richard J. Berry
- -------------------------
Richard J. Berry Director
/s/ Walter E. Breipohl
- -------------------------
Walter E. Breipohl Director
/s/ L. Paul Broadus
- -------------------------
L. Paul Broadus Director
S-1
<PAGE> 10
/s/ John Michael Daw
- ----------------------------
John Michael Daw Director
- ----------------------------
Robert J. Doty Director
/s/ Jimmie D. Lansford
- ----------------------------
Jimmie D. Lansford Director
/s/ Lawrence J. McGrogan
- ----------------------------
Lawrence J. McGrogan Director
- ----------------------------
C. Robert Myers Director
/s/ I. J. Reinhardt, Jr.
- ----------------------------
I. J. Reinhardt, Jr. Director
/s/ H. Dean Reynolds
- ----------------------------
H. Dean Reynolds Director
- ----------------------------
Scott C. Sullivan Director
- ----------------------------
John A. Trainor Director
/s/ Charles J. Grako
- ----------------------------
Charles J. Grako Executive Vice President and Chief Financial
and Accounting Officer
S-2
<PAGE> 11
UNIONBANCORP, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Incorporated
Exhibit Description Herein by Filed Sequential
No. Reference To Herewith Page No.
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
4.1 Certificate of Exhibit 3.1 to the Registration
Incorporation of Statement on Form S-1 filed with
UnionBancorp, Inc. the Commission by UnionBancorp,
Inc. on August 9, 1996, as amended
(SEC File No. 333-9891)
4.2 Bylaws of UnionBancorp, Exhibit 3.2 to the Registration
Inc. Statement on Form S-1 filed with
the Commission by UnionBancorp,
Inc. on August 9, 1996, as amended
(SEC File No. 333-9891)
4.3 Specimen Stock Exhibit 4.1 to the Registration
Certificate of Statement on Form S-1 filed with
UnionBancorp, Inc. the Commission by UnionBancorp,
Inc. on August 9, 1999, as
amended (SEC File No. 333-9891)
5.1 Opinion of Barack, X
Ferrazzano, Kirschbaum &
Perlman
23.1 Consent of McGladrey & to be filed by
Pullen, LLP amendment
23.2 Consent of Barack, Included in
Ferrazzano, Kirschbaum & Exhibit 5.1
Perlman
24.1 Power of Attorney Included on
Signature Page
to this
Registration
Statement
99.1 UnionBancorp, Inc. 1993 X
Stock Option Plan, as
amended
</TABLE>
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<PAGE> 1
Exhibit 5.1
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
TELEPHONE: (312) 984-3100
FAX: (312) 984-3150
November 12, 1996
UnionBancorp, Inc.
122 W. Madison Street
Ottawa, Illinois 61350
Ladies and Gentlemen:
We have acted as special counsel to UnionBancorp, Inc., a Delaware
corporation (the "Company"), in connection with the proposed offering of
600,000 shares of its common stock, $1.00 par value ("Common Shares") pursuant
to the Company's 1993 Stock Option Plan (the "Offering") as described in the
Form S-8 Registration Statement to be filed with the Securities and Exchange
Commission (the "SEC") on or about November 13, 1996 (the "Registration
Statement"). Capitalized terms used, but not defined, herein shall have the
meanings given such terms in the Registration Statement. You have requested
our opinion concerning certain matters in connection with the Offering.
We have made such legal and factual investigation as we deemed
necessary for purposes of this opinion. In our investigation, we have assumed
the genuineness of all signatures, the proper execution of all documents
submitted to us as originals, the conformity to the original documents of all
documents submitted to us as copies and the authenticity of the originals of
such copies.
In arriving at the opinions expressed below, we have reviewed and
examined the following documents:
a. the Restated Certificate of Incorporation of the Company filed
with the Secretary of State of the State of Delaware on May
13, 1991, as amended on March 4, 1994 and July 29, 1996, and
the Company's Bylaws;
b. the Registration Statement, including the prospectus
constituting a part thereof (the "Prospectus"); and
c. a form of share certificate representing the Common Shares
approved by the board of directors of the Company (the
"Board") relating to the Offering and the 1993 Stock Option
Plan.
We call your attention to the fact that our firm only requires lawyers
to be qualified to practice law in the State of Illinois and, in rendering the
foregoing opinions, we express no opinion with respect to any laws relevant to
this opinion other than the Securities Act of 1933, as amended, and the rules
and regulations thereunder, the laws and regulations of the State of Illinois,
the General Corporation Law of the State of Delaware and United States federal
law.
<PAGE> 2
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
UnionBancorp, Inc.
November 12, 1996
Page 2
Based upon the foregoing, but assuming no responsibility for the
accuracy or the completeness of the data supplied by the Company and subject to
the qualifications, assumptions and limitations set forth herein, it is our
opinion that:
1. The Company has been duly organized and is validly existing in
good standing under the laws of the State of Delaware and has due corporate
authority to carry on its business as it is presently conducted.
2. The Company is authorized to issue up to 10,000,000 Common
Shares, of which approximately 3,951,403 Common Shares have been issued and are
presently outstanding prior to the Offering.
3. When the Registration Statement shall have been declared
effective by order of the SEC and the Common Shares to be sold thereunder shall
have been issued and sold upon the terms and conditions set forth in the
Registration Statement, then such Common Shares will be legally issued, fully
paid and non-assessable.
We express no opinion with respect to any specific legal issues other
than those explicitly addressed herein. We assume no obligation to advise you
of any change in the foregoing subsequent to the date of this opinion (even
though the change may affect the legal conclusions stated in this opinion
letter).
We hereby consent (i) to be named in the Registration Statement, and
in the Prospectus, as attorneys who will pass upon the legality of the Common
Shares to be sold thereunder and (ii) to the filing of this opinion as an
Exhibit to the Registration Statement.
Sincerely,
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the incorporation by reference of our report dated January 26,
1996, with respect to the consolidated financial statements of Prairie Bancorp,
Inc. and Subsidiaries appearing in the Registration Statement/Prospectus (File
No. 333-9891) filed by UnionBancorp, Inc. pursuant to Rule 424(b) into the Form
S-8 Registration Statement filed by UnionBancorp, Inc. on or about November 18,
1996.
McGladrey & Pullen, LLP
Davenport, Iowa
November 18, 1996
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the incorporation by reference of our report dated January 17,
1996, (except for Note 15 for which the date is May 20, 1996), with respect to
the consolidated financial statements of UnionBancorp, Inc. and Subsidiaries
and our report dated May 24, 1996, with respect to the consolidated financial
statements of Country Bancshares, Inc. and Subsidiaries appearing in the
Registration Statement/Prospectus (File No. 333-9891) filed by UnionBancorp,
Inc. pursuant to Rule 424(b) on October 4, 1996, as amended, into the Form S-8
Registration Statement filed by UnionBancorp, Inc. on or about November 18,
1996.
McGladrey & Pullen, LLP
Champaign, Illinois
November 18, 1996
<PAGE> 1
Exhibit 99.1
================================================================================
UNIONBANCORP, INC.
1993 STOCK OPTION PLAN
================================================================================
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
1. PURPOSE OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
-------------------
2. ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
--------------------------
3. SHARES SUBJECT TO THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
--------------------------
4. STOCK OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
-------------
a. Type of Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
---------------
b. Terms of Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
----------------
c. Additional Terms Applicable to All Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
------------------------------------------
(i) Written Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
--------------
(ii) Method of Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
------------------
(iii) Death, Disability or Retirement of Optionee . . . . . . . . . . . . . . . . . . . . . . . . 2
-------------------------------------------
(iv) Transferability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
---------------
d. Additional Terms Applicable to Incentive Options . . . . . . . . . . . . . . . . . . . . . . . . . . 3
------------------------------------------------
(i) Option Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
------------
(ii) Term of Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
--------------
(iii) Annual Exercise Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
---------------------
e. Non-employee Director Grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
----------------------------
5. STOCK APPRECIATION RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
-------------------------
a. Grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
------
b. Terms of Grant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
--------------
c. Payment upon Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
---------------------
6. RIGHT OF FIRST REFUSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
----------------------
7. AMENDMENT OR TERMINATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
------------------------------------
8. TERM OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
------------
9. DELIVERY AND REGISTRATION OF STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
----------------------------------
10. RIGHTS AS STOCKHOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
---------------------
11. MERGER OR CONSOLIDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
-----------------------
12. CHANGES IN CAPITAL AND CORPORATE STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
------------------------------------------
13. EMPLOYMENT RELATIONSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
-----------------------
14. WITHHOLDING OF TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
------------------
</TABLE>
<PAGE> 3
UNIONBANCORP, INC.
1993 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The UNIONBANCORP, INC. 1993 STOCK OPTION PLAN (hereinafter referred to
as the "Plan") is intended to provide a means whereby key individuals providing
services to UNIONBANCORP, INC. (hereinafter referred to as the "Company") and
its related corporations may sustain a sense of proprietorship and personal
involvement in the continued development and financial success of the Company,
and to encourage them to remain with and devote their best efforts to the
business of the Company, thereby advancing the interests of the Company and its
shareholders. Accordingly, certain directors, officers and employees will be
eligible to acquire common stock of the Company (hereinafter referred to as
"Shares") or otherwise participate in the financial success of the Company, on
the terms and conditions established herein. For purposes of the Plan, a
corporation shall be deemed a related corporation to the Company if such
corporation would be a parent or subsidiary corporation with respect to the
Company as defined in Section 424(e) or (f), respectively, of the Internal
Revenue Code of 1986, as amended (hereinafter referred to as the "Code").
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the UnionBancorp, Inc. 1993 Stock
Option Plan Administrative Committee (hereinafter referred to as the
"Committee") which shall be comprised of at least two (2) non-employee
disinterested directors appointed by the Board of Directors of the Company
(hereinafter referred to as the "Board"). A disinterested director is any
member of the Board who within the prior year has not been, and is not being,
granted any awards related to the Shares under the Plan or any other plan of
the Company or any related corporation except for awards which: (i) are
calculated in accordance with a formula as contemplated in paragraph (c)(ii) of
Rule 16b-3 under the Securities Exchange Act of 1934 ("Rule 16b-3"); (ii)
result from participation in an ongoing securities acquisition plan meeting the
conditions of paragraph (d)(2) of Rule 16b-3; or (iii) arise from an election
by a director to receive all or part of his Board fees in securities. The
Committee shall have sole authority to select the officers and employees from
among those eligible to whom awards shall be made under the Plan, to establish
the amount of such award for each such individual and the time when
certificates for Shares shall be issued, and to prescribe the legend to be
affixed to the certificate. The Committee is authorized, subject to Board
approval, to interpret the Plan and may from time to time adopt such rules,
regulations, forms and agreements, not inconsistent with the provisions of the
Plan, as it may deem advisable to carry out the Plan. All decisions made by
the Committee in administering the Plan shall be subject to Board review.
3. SHARES SUBJECT TO THE PLAN
1
<PAGE> 4
The aggregate number of Shares that may be awarded to individuals
under the Plan shall be two hundred thousand (200,000) Shares. Any Shares that
remain unissued at the termination of the Plan shall cease to be subject to the
Plan, but until termination of the Plan, the Company shall at all times make
available sufficient Shares to meet the requirements of the Plan.
4. STOCK OPTIONS
a. Type of Options. The Company may issue options that
constitute Incentive Stock Options ("Incentive Options") under Section 422 of
the Code and options that do not constitute Incentive Options ("Nonqualified
Options") to individuals under the Plan. The grant of each option shall be
confirmed by a stock option agreement that shall be executed by the Company and
the optionee as soon as practicable after such grant. The stock option
agreement shall expressly state or incorporate by reference the provisions of
the Plan and state whether the option is an Incentive Option or Nonqualified
Option.
b. Terms of Options. Except as provided in Subparagraphs (c) and
(d) below, each option granted under the Plan shall be subject to the terms and
conditions set forth by the Committee in the stock option agreement including,
but not limited to, option price, option term and transferability.
c. Additional Terms Applicable to All Options. Each option shall
be subject to the following terms and conditions:
(i) Written Notice. An option may be exercised only by
giving written notice to the Company specifying the
number of Shares to be purchased.
(ii) Method of Exercise. The aggregate option price may,
subject to the terms and conditions set forth by the
Committee in the stock option agreement, be paid in
any one or a combination of cash, personal check,
personal note, Shares already owned or Plan awards
which the optionee has an immediate right to
exercise.
(iii) Death, Disability or Retirement of Optionee. If an
optionee terminates employment due to death,
disability or retirement, prior to exercise in full
of any options, the optionee or his successor shall
have the right to exercise the options within a
period of twelve (12) months after the date of such
termination to the extent that the right was
exercisable at the date of such termination, or
subject to such other terms as may be determined by
the Committee.
(iv) Transferability. No option may be transferred,
assigned or encumbered by an optionee, except in the
event of the death of the optionee, by will or the
laws of descent and distribution.
2
<PAGE> 5
d. Additional Terms Applicable to Incentive Options. Each
Incentive Option shall be subject to the following terms and conditions:
(i) Option Price. The option price per Share shall be
not less than 100% of the fair market value of such
Share on the date the option is granted.
Notwithstanding the preceding sentence, the option
price per Share granted to an individual who, at the
time such option is granted, owns stock possessing
more than 10% of the total combined voting power of
all classes of stock of the Company or related
corporation (hereinafter referred to as a "10%
Stockholder") shall not be less than 110% of the fair
market value of such Share on the date the option is
granted.
(ii) Term of Option. No option may be exercised more than
ten (10) years after the date of grant.
Notwithstanding the preceding sentence, no option
granted to a 10% Stockholder may be exercised more
than five (5) years after the date of grant. No
option may be exercised more than three (3) months
after the optionee terminates employment with the
Company or related corporation; except that, if the
optionee terminates employment due to his disability
(within the meaning of Section 22(e)(3) of the Code),
the Committee may extend such three (3) month period
for up to an additional nine (9) months.
(iii) Annual Exercise Limit. The aggregate value of Shares
which may first become exercisable during any
calendar year shall not exceed $100,000. For
purposes of the preceding sentence, the fair market
value of each Share shall be determined on the date
the option with respect to such Share is granted.
e. Non-employee Director Grants. Non-employee directors shall
receive Nonqualified Option grants pursuant to a formula. The formula shall
include, but is not limited to, the following criteria: (i) meeting
attendance; (ii) business calls; (iii) return on assets; (iv) overhead costs;
(v) interest margin; (vi) asset growth; and (vii) asset quality. The Committee
shall establish the number of earnable options and the criteria achievement
levels each year, if any. Non-employee director grants will have an exercise
price of not less than 75% of the fair market value of a Share on the date of
grant, and will be subject to a five (5) year, 20% per year, vesting schedule.
5. STOCK APPRECIATION RIGHTS
a. Grants. Stock Appreciation Rights ("SARs") are rights
entitling the grantee to receive cash or Shares having a fair market value
equal to the appreciation in market value of a stated number of Shares from the
date of grant, or in the case of rights granted in tandem with or by reference
to an option granted prior to the grant of such rights, from the date of grant
of
3
<PAGE> 6
the related option to the date of exercise, which may be granted to such
eligible directors and employees as may be selected by the Committee.
b. Terms of Grant. SARs may be granted in tandem with or with
reference to a related option, in which event the grantee may elect to exercise
either the option or the SAR, but not both, as to the same Share subject to the
option and the SAR, or the SAR may be granted independently of a related
option. In the event of a grant with a related option, the SAR shall be
subject to the terms and conditions of the related option. In the event of an
independent grant, the SAR shall be subject to the terms and conditions
determined by the Committee. SARs shall not be transferred, assigned or
encumbered, except that SARs may be exercised by the executor, administrator or
personal representative of the deceased grantee within twelve months of the
death of the grantee and transferred pursuant to a qualified domestic relations
order as defined under Section 414(q) of the Code.
c. Payment upon Exercise. Upon exercise of an SAR, the grantee
shall be paid the excess of the then fair market value of the number of Shares
to which the SAR relates over the fair market value of such number of Shares at
the date of grant of the SAR or of the related option, as the case may be.
Such excess shall be paid in cash or in Shares having a fair market value equal
to such excess or in such combination thereof as the Committee shall determine.
The exercise of an SAR may only be made in accordance with applicable
restrictions pursuant to paragraph (e) of Rule 16b-3 or any similar successor
provision.
6. RIGHT OF FIRST REFUSAL
If any Shares issued under the Plan are not readily tradable on an
established market on the date an owner intends to sell such Shares, such owner
shall first offer such Shares to the Company for purchase and the Company shall
have thirty (30) days to exercise its right to purchase such Shares. The owner
shall give written notice to the Company stating that he has a bona fide offer
for the purchase of such Shares, stating the number of Shares to be sold, the
name and address of the person(s) offering to purchase the Shares and the
purchase price and terms of payment of such sale. The owner shall be entitled
to receive the same purchase price offered by such person(s) offering to
purchase such Shares. Payment may be in a lump sum or, if the lump sum exceeds
$100,000, in substantially equal annual or more frequent installments over a
period not exceeding five (5) years in the discretion of the Committee. If a
method of deferred payments is selected, the unpaid balance shall earn interest
at a rate that is substantially equal to the rate at which the Company could
borrow the amount due and shall be secured by a pledge of the Shares purchased
or such other adequate security as agreed to by the Company and the owner. For
purposes of this paragraph, Shares shall be considered not readily tradable on
an established market if such Shares are not publicly tradable or because such
Shares are subject to a trading limitation under any Federal or state
securities law or regulation that would make such Shares less freely tradable
than stock not so restricted. For purposes of this paragraph, an owner shall
include any person who acquires Shares from any other person and for any
reason; including, but not limited to, by gift, death or sale.
4
<PAGE> 7
7. AMENDMENT OR TERMINATION OF THE PLAN
The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, but (except as provided in paragraph 3 hereof) no
amendment shall be made without approval of the stockholders of the Company
which shall: (i) materially increase the aggregate number of Shares with
respect to which awards may be made under the Plan; (ii) materially increase
the aggregate number of Shares which may be subject to awards to individuals
who are not employees; or (iii) change the class of persons eligible to
participate in the Plan, provided, however, that no such amendment, suspension
or termination shall impair the rights of any individual, without his consent,
in any award theretofore made pursuant to the Plan.
Notwithstanding anything in this Plan to the contrary, to the extent
that the Plan provides for formula awards, as defined in paragraph (c)(2)(ii)
of Rule 16b-3, such provisions may not be amended more than once every six
months, other than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974, as amended (ERISA), or the rules thereunder.
8. TERM OF PLAN
The Plan shall be effective upon the date of its adoption by the
Board, subject to the approval of the Plan by a majority of the stockholders
within twelve (12) months before or after the date of adoption. Unless sooner
terminated under the provisions of paragraph 8, Shares and SARs shall not be
awarded under the Plan after the expiration of ten (10) years from the
effective date of the Plan.
9. DELIVERY AND REGISTRATION OF STOCK
The Company's obligation to deliver Shares with respect to an award
shall, if the Committee so requests, be conditioned upon the receipt of a
representation as to the investment intention of the individual to whom such
Shares are to be delivered, in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of the Securities Act of
1933 or any other federal, state or local securities legislation or regulation.
It may be provided that any representation requirement shall become inoperative
upon a registration of the Shares or other action eliminating the necessity of
such representation under securities legislation. The Company shall not be
required to deliver any Shares under the Plan prior to (i) the admission of
such Shares to listing on any stock exchange on which Shares may then be
listed, and (ii) the completion of such registration or other qualification of
such Shares under any state or federal law, rule or regulation, as the
Committee shall determine to be necessary or advisable.
This Plan is intended to comply with Rule 16b-3. Any provision of the
Plan which is inconsistent with said rule shall, to the extent of such
inconsistency, be inoperative and shall not affect the validity of the
remaining provisions of the Plan.
5
<PAGE> 8
10. RIGHTS AS STOCKHOLDER
Upon delivery of any Share to an individual, such individual shall
have all of the rights of a stockholder of the Company with respect to such
Share, including the right to vote such Share and to receive all dividends or
other distributions paid with respect to such Share.
11. MERGER OR CONSOLIDATION
In the event the Company is merged or consolidated with another
corporation and the Company is not the surviving corporation, all outstanding
options, SARs and RSAs shall become immediately and fully exercisable and
unrestricted, and the surviving corporation may exchange options and SARs
issued under this Plan for options and SARs (with the same aggregate option
price) to acquire and participate in that number of shares in the surviving
corporation that have a fair market value equal to the fair market value
(determined on the date of such merger or consolidation) of Shares that the
grantee is entitled to acquire and participate in under this Plan on the date
of such merger, consolidation or change of control.
12. CHANGES IN CAPITAL AND CORPORATE STRUCTURE
The aggregate number of Shares and interests awarded and which may be
awarded under the Plan shall be adjusted to reflect a change in the outstanding
Shares of the Company be reason of an issuance of additional Shares,
recapitalization, reclassification, reorganization, stock split, reverse stock
split, combination of shares, stock dividend or similar transaction. The
adjustment shall be made in an equitable manner which will cause the awards to
remain unchanged as a result of the applicable transaction.
13. EMPLOYMENT RELATIONSHIP
An individual shall be considered to be in the employment of the
Company or related corporation as long as he or she remains an employee of the
Company or related corporation. Nothing herein shall confer on any individual
the right to continued employment with the Company or related corporation or
affect the right of the Company or related corporation to terminate such
employment.
14. WITHHOLDING OF TAX
To the extent the award, issuance or exercise of Shares or SARs
results in the receipt of compensation by an individual, the Company is
authorized to withhold from any other cash compensation then or thereafter
payable to such individual or to withhold sufficient Shares to pay any tax
required to be withheld by reason of the receipt of the compensation.
Alternatively, the individual may tender a personal check in the amount of tax
required to be withheld.
6
