<PAGE> 1
As filed with the Securities and Exchange Commission on August 4, 2000
Registration No. 333-42204
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ENTERBANK HOLDINGS, INC.
------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 43-1706259
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 NORTH MERAMEC
CLAYTON, MISSOURI 63105
(314) 725-5500
--------------
(Address, Including Zip Code and Telephone Number,
of Principal Executive Offices)
COMMERCIAL GUARANTY BANCSHARES, INC. EMPLOYEE INCENTIVE STOCK OPTION PLAN
COMMERCIAL GUARANTY BANCSHARES, INC. NON-EMPLOYEE ORGANIZER
AND DIRECTOR INCENTIVE STOCK OPTION PLAN
--------------------------------------------------------------------------------
(Full title of the plans)
Copy To:
JAMES C. WAGNER DAVID W. BRASWELL
ENTERBANK HOLDINGS, INC. ARMSTRONG TEASDALE LLP
150 NORTH MERAMEC ONE METROPOLITAN SQUARE, SUITE 2600
CLAYTON, MISSOURI 63105 ST. LOUIS, MISSOURI 63102-2740
(314) 725-5500 (314) 621-5070
--------------
(Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)
<PAGE> 2
EXPLANATORY NOTE
This Post-Effective Amendment to the Registration Statement on Form S-8
of Enterbank Holdings, Inc. (File No. 333-42204) (the "Registration Statement")
is being filed, in accordance with the requirements of the Securities Act of
1933, as amended, to substitute the correct forms of Exhibit 5, Opinion of
Armstrong Teasdale LLP, Exhibit 10.3, the Commercial Guaranty Bancshares, Inc.
Employee Incentive Stock Option Plan, and Exhibit 10.4, Commercial Guaranty
Bancshares, Inc. Non-Employee Organizer and Director Stock Option Plan, for the
incorrect versions of the same documents that were unintentionally filed with
the Registration Statement.
ITEM 8.
Exhibit No. Description
----------- -----------
4.1** Certificate of Incorporation of Enterbank Holdings,
Inc. (incorporated herein by reference from Exhibit 3.1
to the Form S-1 dated December 19, 1996 (File No.
333-14737)).
4.2** Amendment to the Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit
4.2 to the Registrant's Registration Statement on Form
S-8 dated July 1, 1999 (File No. 333-82082)).
4.3** Amendment to the Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit
3.1 of the Registrant's Quarterly Report on Form 10-Q
for the period ended September 30, 1999).
4.4** Bylaws of the Registrant, as amended (incorporated
herein by reference to Exhibit 3.4 of the Registrant's
Annual Report on Form 10-K for the period ended
December 31, 1999).
4.5** Amendment to the Bylaws of the Registrant (incorporated
herein by reference to Exhibit 3.5 of the Registrant's
Annual Report on Form 10-K for the period ended
December 31, 1999).
5.* Opinion of Armstrong Teasdale LLP as to the legality of
the securities being registered.
10.1** Agreement and Plan of Merger dated as of January 5,
2000, between Registrant and CGB (incorporated herein
by reference to the Registrant's Registration Statement
on
2
<PAGE> 3
Form S-4 filed with the Securities and Exchange
Commission on April 27, 2000 (File No. 333-35744)).
10.2** Amendment to Agreement and Plan of Merger dated as of
March 14, 2000, between Registrant and CGB
(incorporated herein by reference to the Registrant's
Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on April 27, 2000
(File No. 333-35744)).
10.3* Commercial Guaranty Bancshares, Inc. Employee Incentive
Stock Option Plan.
10.4* Commercial Guaranty Bancshares, Inc. Non-Employee
Organizer and Director Stock Option Plan.
23.1* Consent of Armstrong Teasdale, LLP (included in Exhibit
5 hereto).
23.2* Consent of KPMG LLP.
24.** Power of Attorney.
* Filed herewith.
** Previously filed.
3
<PAGE> 4
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
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Clayton,
State of Missouri, on August 3, 2000.
ENTERBANK HOLDINGS, INC. ENTERBANK HOLDINGS, INC.
By: /s/ James C. Wagner By: /s/ Fred H. Eller
------------------------------- --------------------------------
James C. Wagner Fred H. Eller
Chief Financial Officer Chief Executive Officer
4
<PAGE> 5
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1** Certificate of Incorporation of Enterbank
Holdings, Inc. (incorporated herein by
reference from Exhibit 3.1 to the Form S-1
dated December 19, 1996 (File No. 333-14737)).
4.2** Amendment to the Certificate of Incorporation
of the Registrant (incorporated herein by
reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-8 dated July
1, 1999 (File No. 333-82082)).
4.3** Amendment to the Certificate of Incorporation
of the Registrant (incorporated herein by
reference to Exhibit 3.1 of the Registrant's
Quarterly Report on Form 10-Q for the period
ended September 30, 1999).
4.4** Bylaws of the Registrant, as amended
(incorporated herein by reference to Exhibit
3.4 of the Registrant's Annual Report on Form
10-K for the period ended December 31, 1999).
4.5** Amendment to the Bylaws of the Registrant
(incorporated herein by reference to Exhibit
3.5 of the Registrant's Annual Report on Form
10-K for the period ended December 31, 1999).
5.* Opinion of Armstrong Teasdale LLP as to the
legality of the securities being registered.
10.1** Agreement and Plan of Merger dated as of
January 5, 2000, between Registrant and CGB
(incorporated herein by reference to the
Registrant's Registration Statement on Form S-4
filed with the Securities and Exchange
Commission on April 27, 2000 (File No.
333-35744)).
10.2** Amendment to Agreement and Plan of Merger dated
as of March 14, 2000, between Registrant and
CGB (incorporated herein by reference to the
Registrant's Registration Statement on Form S-4
filed with the Securities and Exchange
Commission on April 27, 2000 (File No.
333-35744)).
5
<PAGE> 6
10.3* Commercial Guaranty Bancshares, Inc. Employee
Incentive Stock Option Plan.
10.4* Commercial Guaranty Bancshares, Inc.
Non-Employee Organizer and Director Stock
Option Plan.
23.1* Consent of Armstrong Teasdale, LLP (included in
Exhibit 5 hereto).
23.2* Consent of KPMG LLP.
24** Power of Attorney.
* Filed herewith.
** Previously filed.
6
