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As filed with the Securities and Exchange Commission on November 15, 2000
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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WEST POINTE BANCORP, INC.
(Exact name of registrant as specified in its charter)
ILLINOIS 36-4149655
(State of Incorporation) (I.R.S. Employer Identification No.)
5701 WEST MAIN STREET, BELLEVILLE, ILLINOIS 62226
(Address of Principal Executive Offices) (Zip Code)
WEST POINTE BANCORP, INC.
1998 STOCK OPTION PLAN
(Full title of plan)
TERRY W. SCHAEFER
5701 WEST MAIN STREET, BELLEVILLE, ILLINOIS 62226
(Name and address of agent for service)
(618) 234-5700
(Telephone number, including area code, of agent for service)
Copies of all correspondence to:
John M. Welge
Bryan Cave LLP
One Metropolitan Square
211 N. Broadway, Suite 3600
St. Louis, Missouri 63102-2750
(314) 259-2000
CALCULATION OF REGISTRATION FEE
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------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 50,000 (1) Shares $38.11(2) $1,905,761(2) $503.13
$1.00 Par Value
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(1) Pursuant to Rule 416, promulgated under the Securities Act of 1933, as
amended, an additional undetermined number of Shares of Common Stock is
being registered to cover any adjustment in the number of Shares of
Common Stock issuable pursuant to the anti-dilution provisions of West
Pointe Bancorp, Inc.'s 1998 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
as amended, based on the book value of the shares computed as of the
latest practicable date prior to the date of filing of this
registration statement. There is no current market for the shares.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance
with Rule 428 of the Securities Act of 1933, as amended, and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by West Pointe Bancorp, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated in the
registration statement by reference:
(a) The Company's effective registration statement on Form 10
filed on June 26, 2000 (file no. 000-30505) under the
Securities Exchange Act of 1934 ("Exchange Act") containing
audited financial statements for the Company's latest fiscal
years ended December 31, 1999 and 1998; and
(b) The description of the capital stock of the Company which is
contained in the Company's registration statement on Form 10
filed on June 26, 2000 (file no. 000-30505); and
(c) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2000 filed with the SEC on August 10,
2000.
(d) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2000 filed with the SEC on
November 9, 2000.
All documents subsequently filed by the Company pursuant to Sections
13(a) and (c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purpose of this registration statement to the extent that a statement
contained herein or in any other subsequently filed
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document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.
Item 4. Description of Securities
The securities to be offered are registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Under Section 5/8.75 of the Illinois Business Corporation Act, the
Company may 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 or administrative or investigative (other than an action
by or in the right of the corporation) by reasons of the fact the he or she is
or was a director or officer of the Company incurred in connection with such
action, suit or proceeding, if such officer of director acted in good faith and
in a manner he or she reasonably believed to be in the best interests of the
Company, and, with respect to any criminal action, had no reasonable cause to
believe his or her conduct was unlawful, except that no indemnification shall be
made with respect to any claim as to which such persons has been adjudged to
have been liable to the Company.
In addition, the Company's Articles of Incorporation provide that a
director of the Company shall not be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except: (i) for any breach of the director's duty of loyalty to the Corporation
or its shareholders, (ii) for acts or omissions not made in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 8.65 of the Illinois Business Corporation Act, or (iv) for any
transaction from which a director derived an improper personal benefit. If the
Illinois Business Corporation Act is amended after the date of filing of the
Articles to further eliminate or limit the personal liability of directors, then
the liability of a director of the Company shall be eliminated or limited to the
fullest extent permitted by the Illinois Business Corporation Act, as so
amended.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See Index to Exhibits.
Item 9. Undertakings
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The Company 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, as amended;
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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 (i) and (ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in 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;
4. That, for purposes of determining any liability under the Securities
Act, each filing of the Company'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 new
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
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5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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 Belleville, State of Illinois on the 8th day of
November, 2000.
West Pointe Bancorp, Inc.
By: /s/ Terry W. Schaefer
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Terry W. Schaefer
Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Terry W. Schaefer and Harry E. Cruncleton, and each of them his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements 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, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
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 below by the following persons in the
capacities indicated on the date indicated.
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Signatures Titles Date
<S> <C> <C>
/s/ Terry W. Schaefer Chief Executive Officer, Director November 8, 2000
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Terry W. Schaefer
/s/ Harry E. Cruncleton Chairman of the Board of Directors, Director November 8, 2000
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Harry E. Cruncleton
/s/ William C. Allison Director November 8, 2000
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William C. Allison
/s/ David G. Embry Director November 8, 2000
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David G. Embry
/s/ Jack B. Haydon Director November 8, 2000
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Jack B. Haydon
/s/ Charles G. Kurrus, III Director November 8, 2000
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Charles G. Kurrus, III
/s/ Edward J. Szewczyk Director November 8, 2000
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Edward J. Szewczyk
/s/ Wayne W. Weeke Director November 8, 2000
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Wayne W. Weeke
/s/ Bruce A. Bone Senior Vice President & Chief Financial Officer November 8, 2000
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Bruce A. Bone
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INDEX TO EXHIBITS
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Number Description
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<S> <C>
4.1 Articles of Incorporation of West Pointe Bancorp, Inc. incorporated
herein by reference to Exhibit 3.1 of West Pointe Bancorp, Inc.'s Form
10 filed on June 26, 2000 (file No. 00-30505)
4.2 Bylaws of West Pointe Bancorp, Inc. incorporated herein by referenced
to Exhibit 3.2 of West Pointe Bancorp, Inc.'s Form 10 filed on June
26, 2000 (file No. 00-30505)
5.1 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24 Power of Attorney (contained on Signature Page)
99.1 The West Pointe Bancorp, Inc. 1998 Stock Option Plan incorporated
herein by reference to Exhibit 10.1 of West Pointe
Bancorp, Inc.'s Form 10 filed on June 26, 2000 (file
no. 000-30505)
</TABLE>
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