<PAGE> 1
As filed with the Securities and Exchange Commission on August 4, 1999
Registration No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PULASKI FINANCIAL CORP.
(exact name of registrant as specified in its certificate of incorporation)
DELAWARE 6036 43-1816913
(state or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
12300 OLIVE BOULEVARD
ST. LOUIS, MO 63141-6434
(314) 878-2210
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
PULASKI BANK, A SAVINGS BANK
1994 STOCK OPTION PLAN
(AS ASSUMED BY PULASKI FINANCIAL CORP. EFFECTIVE DECEMBER 2, 1998)
PULASKI BANK, A SAVINGS BANK
MANAGEMENT RECOGNITION AND DEVELOPMENT PLAN
(AS ASSUMED BY PULASKI FINANCIAL CORP. EFFECTIVE DECEMBER 2, 1998)
WILLIAM A. DONIUS COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER ERIC KRACOV, ESQUIRE
PULASKI FINANCIAL CORP. SUZANNE A. WALKER, ESQUIRE
12300 OLIVE BOULEVARD MULDOON, MURPHY & FAUCETTE, LLP
ST. LOUIS, MO 63141-6434 5101 WISCONSIN AVENUE, N.W.
(314) 878-2210 WASHINGTON, D.C. 20016
(202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
<TABLE>
<CAPTION>
===============================================================================================
Title of Securities Amount to be Proposed Purchase Estimated Aggregate Amount of
to be Registered Registered(1) Price Per Share Offering Price(2) Registration Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 99,648
$.01 par Value Shares (3) $9.07(4) $903,807 $251
- -----------------------------------------------------------------------------------------------
Common Stock 23,915
$.01 par Value Shares (5) $11.25(6) $269,044 $ 75
===============================================================================================
</TABLE>
(1)Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Pulaski Bank, A Savings Bank 1994 Stock Option Plan (the "Option Plan"),
and the Pulaski Bank, A Savings Bank Management Recognition and Development
Plan ("MRDP"), as the result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock of Pulaski Financial Corp.
("PULB") pursuant to 17 C.F.R. Section 230.416(a).
(2)Estimated solely for purposes of calculating the registration fee.
(3)Pursuant to 17 C.F.R. Section 230.457(h)(1), 99,648 represents the total
number of shares currently reserved or available for issuance upon the
exercise of stock options pursuant to the Plan.
(4)Weighted average price of $9.07 per share at which options for 99,648 shares
have been granted.
(5)Pursuant to 17 C.F.R. Section 230.457(h)(1), 23,915 represents the total
number of shares granted as stock awards under the MRDP.
(6)$11.25 is the fair market value of Pulaski Financial Corp. Common Stock as
of July 30, 1999, for which 23,915 shares have been granted as Stock Awards
under the MRDP.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
Number of Pages 34
Exhibit Index begins on Page 12
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PULASKI FINANCIAL CORP.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Pulaski Bank, A
Savings Bank 1994 Stock Option Plan (the "Option Plan") and the Pulaski Bank, A
Savings Bank Management Recognition and Development Plan ("MRDP") required by
Part I of the Registration Statement will be sent or given to the participants
in the Plans as specified by Rule 428(b)(1). Such documents are not filed with
the Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated by
reference in this Registration Statement:
(a) Pulaski Financial Corp.'s (the "Company" or the "Registrant") Annual
Report on Form 10-K for the fiscal year ended September 30, 1998, which includes
the consolidated statements of financial condition of the Company and
subsidiaries as of September 30, 1998 and 1997, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for
each of the years in the three-year period ended September 30, 1998, together
with the related notes and the report of Deloitte & Touche LLP, independent
auditors dated December 4, 1998 filed with the SEC on December 29, 1998 (File
No.000-24571).
(b) Form 10-Q reports filed by Pulaski Financial Corp. (the "Company" or
the "Registrant") for the quarters ended March 31, 1999 and December 31, 1998
(File 000-24571) filed with the SEC on May 17, 1999 and February 16, 1999.
(c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 000-24571), as filed with the SEC pursuant to Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act"), and rule 12b-15
promulgated thereunder, on July 2, 1998 and declared effective October 9, 1998,
as incorporated by reference from the Company's Form S-1 declared effective on
October 9, 1998.
(d) All documents filed by the Company pursuant to Section 13(a) and (c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment which deregisters all securities then remaining
unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE
EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY
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OTHER SUBSEQUENTLY FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE
INCORPORATED BY REFERENCE HEREIN, 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.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered pursuant to the 1994 Plan has been
registered pursuant to Section 12 of the Exchange Act. Accordingly, a
description of the Common Stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
The validity of the common stock offered hereby has been passed upon by
the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C. for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.
This indemnification applies to the Plan Administrator(s) who administer the
Savings Plan.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Article XVI of the
Registrant's Certificate of Incorporation provide as follows:
XVI:
A. Persons. The Corporation shall indemnify, to the extent provided in
-------
paragraphs B, D or F:
1. any person who is or was a director or officer of the
Corporation; and
2. any person who serves or served at the Corporation's request as a
director, officer, employee, agent, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.
B. Extent -- Derivative Suits. In case of a threatened, pending or
-----------------------------
completed action or suit by or in the right of the Corporation against a person
named in paragraph A by reason of his
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holding a position named in paragraph A, the Corporation shall indemnify such
person if such person satisfies the standard in paragraph C, for expenses
(including attorneys' fees but excluding amounts paid in settlement) actually
and reasonably incurred by such person in connection with the defense or
settlement of the action or suit.
C. Standard -- Derivative Suites. In case of a threatened, pending or
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completed action or suit by or in the right of the Corporation, against a person
named in paragraph A shall be indemnified only if:
1. such person is successful on the merits or otherwise; or
2. such person acted in good faith in the transaction which is
the subject of the suit or action, and in a manner such person reasonably
believed to be in, or not opposed to, the best interest of the Corporation,
including, but not limited to, the taking of any and all actions in connection
with the Corporation's response to any tender offer or any offer or proposal of
another party to engage in a Business Combination (as defined in Article XIV)
not approved by the board of directors. However, such person shall not be
indemnified in respect of any claim, issue or matter as to which such person has
been adjudged liable to the Corporation unless (and only to the extent that) the
court in which the suit was brought shall determine, upon application, that
despite the adjudication but in view of all the circumstances, such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.
D. Extent -- Nonderivative Suits. In case of a threatened, pending or
-------------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative), other than a suit by or in the right of the Corporation,
together hereafter referred to as a nonderivative suit, against a person named
in paragraph A by reason of his holding a position named in paragraph A, the
Corporation shall indemnify such person if such person satisfies the standard in
paragraph E, for amounts actually and reasonably incurred by such person in
connection with the defense or settlement of the nonderivative suit, including,
but not limited to (i) expenses (including attorneys' fees), (ii) amounts paid
in settlement, (iii) judgments, and (iv) fines.
E. Standard -- Nonderivative Suites. In case of a nonderivative suit, a
---------------------------------
person named in paragraph A shall be indemnified only if:
1. such person is successful on the merits or otherwise; or
2. such person acted in good faith in the transaction which is
the subject of the nonderivative suit and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the Corporation,
including, but not limited to, the taking of any and all actions in connection
with the Corporation's response to any tender offer or any offer or proposal of
another party to engage in a Business Combination (as defined in Article XIV of
this Certificate) not approved by the board of directors and, with respect to
any criminal action or proceeding, such person had no reasonable cause to
believe his conduct was unlawful. The termination of a
4
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nonderivative suit by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent shall not, in itself, create a presumption
- ----------------
that the person failed to satisfy the standard of this paragraph E.2.
F. Determination That Standard Has Been Met. A determination that the
------------------------------------------
standard of paragraph C or E has been satisfied may be made by a court or,
except as stated in paragraph C.2 (second sentence), the determination may be
made by:
1. a majority vote of the directors of the Corporation who are not
parties to the action, suit or proceeding, even though less than a quorum; or
2. independent legal counsel (appointed by a majority of the
disinterested directors of the Corporation, whether or not a quorum) in a
written opinion; or
3. the stockholders of the Corporation.
G. Proration. Anyone making a determination under paragraph F may
---------
determine that a person has met the standard as to some matters but not as to
others, and may reasonably prorate amounts to be indemnified.
H. Advance Payment. The Corporation may pay in advance any expenses
----------------
(including attorneys' fees) which may become subject to indemnification under
paragraphs A through G if (i) the board of directors authorizes the specific
payment and (ii) the person receiving the payment undertakes in writing to repay
the same if it is ultimately determined that such person is not entitled to
indemnification by the Corporation under paragraphs A through G.
I. Nonexclusive. The indemnification and advance of expenses provided by
------------
paragraphs A through H shall not be exclusive of any other rights to which a
person may be entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.
J. Continuation. The indemnification provided by this Article XVI shall be
------------
deemed to be a contract between the Corporation and the persons entitled to
indemnification thereunder, and any repeal or modification of this Article XVI
shall not affect any rights or obligations then existing with respect to any
state of facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon any such state
of facts. The indemnification and advance payment provided by paragraphs A
through H shall continue as to a person who has ceased to hold a position named
in paragraph A and shall inure to such person's heirs, executors and
administrators.
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K. Insurance. The Corporation may purchase and maintain insurance on
---------
behalf of any director, officer, employee or agent of the Corporation or
subsidiary or affiliate or another corporation, partnership, joint venture,
trust or other enterprise, against any liability incurred by such person in any
such position, or arising out of such person's status as such, whether or not
the Corporation would have power to indemnify such person against such liability
under paragraphs A through H.
L. Savings Clause. If this Article XVI or any portion hereof shall be
---------------
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorneys' 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 applicable portion of this Article XVI that shall
not have been invalidated and to the full extent permitted by applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
6
<PAGE> 7
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
3.1 Certificate of Incorporation of Pulaski Financial Corp.1
3.2 Bylaws of Pulaski Financial Corp.1
4.1 Pulaski Bank, A Savings Bank 1994 Stock Option Plan (as assumed by
Pulaski Financial Corp.)
4.2 Pulaski Bank, A Savings Bank Management Recognition and
Development Plan (as assumed by Pulaski Financial Corp.)
5.0 Opinion of Muldoon, Murphy & Faucette LLP as to the legality of
the Common Stock registered hereby.
23.1 Consent of Muldoon, Murphy & Faucette LLP (contained in the opinion
included as Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Powers of Attorney (contained on the signature pages).
--------------------------
1 Incorporated herein by reference from the Exhibit of the same number
contained in the Registration Statement on Form S-1 (SEC No.
333-56465), as amended.
7
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ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental change in
the information 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 SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement unless the
information required by (i) and (ii) is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference
into this Registration Statement;
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new Registration Statement of the
securities offered, and the offering of the securities at that time
to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the Offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's or the Plan's annual report
pursuant to Section 13(a) or 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.
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Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, 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 SEC such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act 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, Pulaski
Financial Corp. certifies that is 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 St. Louis, MO on August 4, 1999.
PULASKI FINANCIAL CORP.
By:/s/ William A. Donius
-------------------------------------
William A. Donius
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Donius') constitutes and appoints William A. Donius and
Mr. Donius appoints Michael J. Donius, as the true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any or all amendments
to the Form S-8 Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the U.S. Securities
and Exchange Commission, respectively, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and things
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
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Name Title Date
---- ----- ----
/s/ William A. Donius President and
- -------------------------- Chief Executive Officer August 4, 1999
William A. Donius (principal executive officer)
/s/ Thomas F. Hack Chief Financial Officer, August 4, 1999
- -------------------------- Treasurer and Director
Thomas F. Hack (principal financial
and accounting officer)
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/s/ Michael J. Donius Executive Vice President, August 4, 1999
- -------------------------- Chief Operating Officer and
Michael J. Donius Director
/s/ Garland A. Dorn Director August 4, 1999
- --------------------------
Garland A. Dorn
/s/ Robert A. Ebel Director August 4, 1999
- ---------------------------
Robert A. Ebel
/s/ E. Douglas Brit Director August 4, 1999
- ---------------------------
E. Douglas Brit
/s/ Dr. Edward J. Howenstein Director August 4, 1999
- -----------------------------
Dr. Edward J. Howenstein
11
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<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- ---------- ------------------------------ ------------------------------------------ -------------
<S> <C> <C> <C>
3.1 Certificate of Incorporation Incorporated herein by reference
Pulaski Financial Corp. from the Exhibits of the
Registrant's Registration Statement on
Form S-1 filed with the SEC and
declared effective on October 9, 1998.
3.2 Bylaws of Pulaski Financial Corp. Incorporated herein by reference
from the Exhibits of the
Registrant's Registration Statement
on Form S-1 filed with the SEC and
declared effective on October 9,
1998.
4 Stock Certificate of Pulaski Incorporated herein by reference --
Financial Corp. from the Exhibits of the Registrant's
Registration Statement on Form S-1
filed with the SEC and declared
effective on October 9, 1998.
4.1 Pulaski Bank, A Savings Bank 1994 Filed herewith. 13
Stock Option Plan (as assumed by
Pulaski Financial Corp.)
4.2 Pulaski Bank, A Savings Bank Filed herewith. 22
Management Recognition and
Development Plan (as assumed
by Pulaski Financial Corp.)
5.0 Opinion of Muldoon, Murphy & Filed herewith. 29
Faucette LLP as to the legality of
the Common Stock registered
hereby.
23.1 Consent of Muldoon, Murphy & Filed herewith. --
Faucette LLP (contained in the
opinion included as Exhibit 5)
23.2 Consent of Deloitte & Touche LLP Filed herewith. 32
24 Power of Attorney (contained on Located on the signature page. --
the signature pages)
</TABLE>
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EXHIBIT 4.1
PULASKI BANK, A SAVINGS BANK
1994 STOCK OPTION PLAN
(AS ASSUMED BY PULASKI FINANCIAL CORP.EFFECTIVE DECEMBER 2, 1998)
<PAGE> 2
PULASKI BANK, A SAVINGS BANK
1994 STOCK OPTION PLAN
(AS ASSUMED BY PULASKI FINANCIAL CORP. EFFECTIVE DECEMBER 2, 1998)
SECTION 1. PURPOSE. The purposes of the Pulaski Bank, A Savings Bank 1994 Stock
Option Plan are to promote the interests of Pulaski Financial Corp., its
affiliates, and its stockholders by (i) attracting and retaining exceptional
executive personnel and other key employees and directors of the Bank and its
affiliates; (ii) motivating such employees and Eligible Directors by means of
performance-related incentives to achieve longer-range performance goals; and
(iii) enabling such employees and Eligible Directors to participate in the
long-term growth and financial success of the Bank.
SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall have the
meanings set forth below:
"Affiliate" shall mean Pulaski Bancshares, M.H.C. or any "subsidiary"
corporation of the Bank as defined in Sections 424(f) of the Code.
"Award" shall mean any grant of Options or Director Options.
"Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.
"Bank" shall mean Pulaski Bank, A Savings Bank, St. Louis, Missouri.
"Board" shall mean the Board of Directors of the Bank.
"Change in Control" shall mean an event deemed to occur if and when (a) an
offeror other than the Bank purchases shares of Common Stock pursuant to a
tender or exchange offer for such shares, (b) any person (as such term is used
in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or
becomes the beneficial owner, directly or indirectly, of securities of the Bank
representing twenty (20) percent or more of the combined voting power of the
Bank's then outstanding securities, (c) the membership of the Board changes as
the result of a contested election, such that individuals who were directors at
the beginning of any twenty-four month period (whether commencing before or
after the date of adoption of this Plan) do not constitute a majority of the
Board at the end of such period, or (d) shareholders of the Bank approve a
merger, consolidation, sale or disposition of all or substantially all of the
Bank's assets, or a plan of partial or complete liquidation. Notwithstanding the
foregoing, a "Change in Control" shall not include a standard conversion of the
Bank from the mutual holding company form of organization to a subsidiary of a
capital stock savings and loan holding company under applicable Office of Thrift
Supervision regulations.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.
"Committee" shall mean a committee of the Board designated by the Board to
administer the Plan and composed of not less than the minimum number of persons
from time to time required by Rule 16b-3, each of whom, to the extent necessary
to comply with Rule 16b-3 only, is a "disinterested person" within the meaning
of Rule 16b-3.
"Director Option" shall mean a Non-Qualified Stock Option granted to each
Eligible Director pursuant to Section 6(e) without any action by the Board or
the Committee.
"Effective Date" shall mean the date of shareholder approval of the Plan.
<PAGE> 3
"Eligible Director" shall mean, on any date, a person who is serving as a
member of the Board but shall not include a person who is an Employee.
"Employee" shall mean an employee of the Bank or an Affiliate.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"Fair Market Value" shall mean a value determined as follows:
(a) If the Shares are traded or quoted on the Nasdaq stock market at the
time of grant of the Award, then the Fair Market Value shall be the
average of the highest and lowest selling price on such exchange on
the date such Award is granted or, if there were no sales on such
date, then on the next prior business day on which there was a sale.
(b) If the Shares are not traded or quoted on the Nasdaq stock market,
then the Fair Market Value shall be a value determined by the
Committee in good faith on such basis as it deems appropriate.
"Incentive Stock Option" shall mean a right to purchase Shares from the
Bank that is granted under Section 6 of the Plan and that is intended to meet
the requirements of Section 422 of the Code or any successor provision thereto.
"Non-Qualified Stock Option" shall mean a right to purchase Shares from
the Bank that is granted under Section 6 of the Plan and that is not intended to
be an Incentive Stock Option.
"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option but shall not include a Director Option.
"Participant" shall mean any Employee selected by the Committee to receive
an Award under the Plan or any Eligible Director who receives an Award of
Director Options.
"Person" shall mean any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government or political
subdivision thereof or other entity.
"Plan" shall mean the Pulaski Bank, A Savings Bank 1994 Stock Option Plan.
"Rule 16b-3" shall mean Rule 16b-3 as promulgated and interpreted by the
SEC under the Exchange Act, or any successor rule or regulation thereto as in
effect from time to time.
"SEC" shall mean the Securities and Exchange Commission or any successor
thereto and shall include the staff thereof.
"Shares" shall mean common shares of the Bank, or such other securities of
the Bank as may be designated by the Committee from time to time.
"Ten Percent Stockholder" shall mean any stockholder who, at the time an
Incentive Stock Option is granted to such stockholder, owns (within the meaning
of Section 424(d) of the Code) more than ten percent of the voting power of all
classes of stock of the Bank.
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SECTION 3. ADMINISTRATION.
(a) The Plan shall be administered by the Committee. Subject to the terms
of the Plan and applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to an eligible Employee; (iii) determine the
number of Shares to be covered by, or with respect to which payments, rights, or
other matters are to be calculated in connection with, Awards; (iv) determine
the terms and conditions of any Award; (v) determine whether, to what extent,
and under what circumstances Awards may be settled or exercised in cash, Shares,
other securities, other Awards or other property, or canceled, forfeited, or
suspended; (vi) determine whether, to what extent, and under what circumstances
cash, Shares, other securities, other Awards, other property, and other amounts
payable with respect to an Award shall be deferred either automatically or at
the election of the holder thereof or of the Committee; (vii) interpret and
administer the Plan and any instrument or agreement relating to, or Award made
under, the Plan; (viii) establish, amend, suspend, or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (ix) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan. Notwithstanding anything else contained in the Plan
to the contrary, neither the Committee nor the Board shall have any discretion
regarding whether an Eligible Director shall receive a Director Option pursuant
to Section 6(e) or regarding the terms of any Director Option, including without
limitation, the number of Shares subject to such Director Option, the timing of
the grant or the exercisability of such Director Option, or the exercise price
per Share of such Director Option.
(b) Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Bank, and Participant, any holder or beneficiary of any
Award, any shareholder and any Employee.
SECTION 4. SHARES AVAILABLE FOR AWARDS.
(a) SHARES AVAILABLE. Subject to adjustment as provided in Section 4(b),
the number of Shares with respect to which Options and Director Options may be
granted under the Plan shall be 60,000. If, after the effective date of the
Plan, any Shares covered by an Option or Director Option granted under the Plan,
or to which such an Option or Director Option relates, are forfeited, or if an
Option or Director Option otherwise terminates or is canceled without the
delivery of Shares, then the Shares covered by such Option or Director Option,
or to which such Option or Director Option relates, or the number of Shares
otherwise counted against the aggregate number of Shares with respect to which
Options and Director Options may be granted, to the extent of any such
settlement, forfeiture, termination or cancellation, shall again be, or shall
become, Shares with respect to which Options and Director Options may be
granted, to the extent permissible under Rule 16b-3. In the event that any
Option or Director Option is exercised through the delivery of Shares, the
number of Shares available for Awards under the plan shall be increased by the
number of Shares surrendered, to the extent permissible under Rule 16b-3.
(b) ADJUSTMENTS. In the event that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares or other securities of the Bank, issuance of warrants or other rights to
purchase Shares or other securities of the Bank, or other similar corporate
transaction or event affects the Shares such that an adjustment is necessary in
order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall
proportionately adjust any or all (as necessary) of (i) the number of Shares or
other securities of the Bank (or number and kind of other securities or
property) with respect to which Awards may be granted, including an Award
pursuant to Section 6(e), (ii) the number of Shares or other securities of the
Bank (or number and kind of other securities or property) subject to outstanding
Awards, and (iii) the grant or exercise price with respect to any Award;
provided, in each case, that with respect to Awards of Incentive Stock Option no
such adjustment shall be authorized to the
3
<PAGE> 5
extent that such authority would cause the Plan to violate Section 422(b)(1) of
the Code, as from time to time amended.
(c) SOURCES OF SHARES. Any Shares delivered pursuant to an Option or
Director Option may consist, in whole or in part, of authorized and unissued
Shares or of treasury Shares.
SECTION 5. ELIGIBILITY. An Employee, including any officer or employee-director
of the Bank, who is not a member of the Committee, shall be eligible to be
designated a Participant. Each Eligible Director shall receive nondiscretionary
Director Options in accordance with, and only in accordance with, Section 6(e)
hereof.
SECTION 6. OPTIONS AND DIRECTOR OPTIONS.
(a) GRANT. Subject to the provisions of the Plan, the Committee shall have
sole and complete authority to determine the Employees to whom Options shall be
granted, the number of Shares to be covered by each Option, the option price
therefor and the conditions and limitations applicable to the exercise of the
option. The Committee shall have the authority to grant Incentive Stock Options,
or to grant Non-Qualified Stock Options, or to grant both types of options. In
such case of Incentive Stock Options, the terms and conditions of such grants
shall be subject to and comply with such rules as may be prescribed by Section
422 of the Code, as from time to time amended, and any regulations implementing
such statute, including without limitation, the requirements of Code Section
422(d), which limits the aggregate fair market value of Shares of which
Incentive Stock Options are exercisable for the first time to $100,000 per
calendar year. Each provision of the Plan and of each written option agreement
relating to an Option designated an Incentive Stock Option shall be construed so
that such Option qualifies as an Incentive Stock Option, and any provision that
cannot be so construed shall be disregarded. Notwithstanding anything herein to
the contrary, no Employee may receive an Award(s) covering, in the aggregate, in
excess of twenty-five (25) of the Shares available reserved pursuant to Section
4(a).
(b) EXERCISE PRICE. The Committee shall establish the exercise price at
the time each Option is granted, which price shall not be less than one hundred
(100) percent of the per Share Fair Market Value on the date of grant.
Notwithstanding any provision contained herein, in the case of an Incentive
Stock Option, the exercise price at the time such Incentive Stock Option is
granted to any Employee who, at the time of such grant, is a Ten Percent
Stockholder, shall not be less than one hundred ten (110) percent of the per
Share Fair Market Value on the date of grant.
(c) EXERCISE. Each Option shall be exercisable at such time and subject to
such terms and conditions as the Committee may, in its sole discretion, specify
in the applicable Award Agreement or thereafter; provided, in the case of an
Incentive Stock Option, a Participant may not exercise such Option as an
Incentive Stock Option after the earlier of (i) the date which is ten years
(five years in the case of a Participant who is a Ten Percent Stockholder) after
the date on which such Incentive Stock Option is granted, or (ii) the date which
is three months (twelve months in the case of a Participant who becomes
disabled, as defined in Section 22(e)(3) of the Code, or who dies) after the
date on which he ceases to be an employee of the Bank or an Affiliate. The
Committee may impose such conditions with respect to the exercise of Options,
including without limitation, any relating to the application of federal or
state securities laws, as it may deem necessary or advisable. The Committee
shall have the right to accelerate the exercisability of any Option or
outstanding Options in its discretion.
(d) PAYMENT. No Shares shall be delivered pursuant to any exercise of an
Option or Director Option until payment in full of the option price therefor is
received by the Bank. Such payment may be made in cash or its equivalent, or, if
and to the extent permitted by the Committee, by exchanging Shares owned by the
optionee (which are not the subject of any pledge or other security interest),
or by a combination of the foregoing, provided that the combined value of all
cash and cash equivalents and the Fair Market Value of any such Shares so
tendered to the Bank as of the date of such tender is at least equal to such
option price.
4
<PAGE> 6
(e) DIRECTOR OPTIONS. Notwithstanding anything else contained herein to
the contrary, each Eligible Director then serving on the Board shall receive on
the Effective Date a grant of Director Options to purchase 3,000 Shares at an
exercise price per Share equal to the Fair Market Value on the date of grant.
Each Eligible Director who first becomes a member of the Board after the
Effective Date shall receive, on the date that the Eligible Director is first
elected to the Board, a grant of Director Options to purchase 1,500 Shares at an
exercise price per Share equal to the Fair Market Value on the date of grant;
provided, however, that it, on any date on which Director Options are to be
granted to a new Eligible Director(s), the number of Shares remaining available
under the Plan is insufficient for the grant of Director Options to purchase
1,500 Shares, then Director Options to purchase a proportionate number of such
Shares (rounded to the greatest number of whole Shares) shall be granted to such
new Eligible Director(s). A Director Option shall be exercisable until the
earlier of (i) the tenth anniversary of the date of grant of such Director
Option or (ii) one (1) year (two (2) years in the case of an Eligible Director
who becomes disabled, as defined in Section 22(e)(3) of the Code, or who dies)
after the date the Eligible Director ceased to be a member of the Board, except
that if the Eligible Director ceases to be a member of the Board, after having
been convicted of, or pleaded guilty or nolo contendere to, a felony, his
Director Option shall be canceled on the date he ceases to be a member of the
Board. An Eligible Director may pay the exercise price of a Director Option in
the manner described in Section 6(d).
(f) EFFECT OF A CHANGE IN CONTROL. In the event of a Change in Control,
all then outstanding Options and Director Options, will become one hundred (100)
percent vested and exercisable as of the Change in Control. If, in connection
with or as a consequence of a Change in Control, the Bank or the Bank is merged
into or consolidated with another corporation, or if the Bank or the Bank sells
or otherwise disposes of substantially all of its assets to another corporation,
then unless provisions are made in connection with such transaction for the
continuance of the Plan and/or the assumption or substitution of then
outstanding Options and Director Options with new options covering the stock of
the successor corporation, or parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and prices, such Options or
Director Options shall be canceled as of the effective date of the merger,
consolidation, or sale and the Participant or Eligible Director shall be paid in
cash an amount equal to the difference between the Fair Market Value of the
Shares subject to the Options or Director Options as of the effective date of
the corporate event and the exercise price of the Options or Director Options,
as appropriate.
SECTION 7. AMENDMENT AND TERMINATION.
(a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without stockholder approval if such approval is necessary to
comply with any tax or regulatory requirement, including for these purposes any
approval requirement which is a prerequisite for exemptive relief from Section
16(b) of the Exchange Act for which or with which the Board deems it necessary
or desirable to qualify or comply; and, provided further that no amendment may
be made to Section 6(e) or any other provision of the Plan relating to Director
Options within six months of the last date on which any such provision was
amended, other than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974, or the rules thereunder. Notwithstanding anything
to the contrary herein, the Committee may amend the Plan, subject to any
stockholder approval required under Rule 16b-3, in such manner as may be
necessary so as to have the Plan conform with local rules and regulations in any
jurisdiction outside the United States.
(b) AMENDMENTS TO AWARDS. Except as provided under Section 3, the
Committee may waive any conditions or rights under, amend any terms of, or
alter, suspend, discontinue, cancel or terminate, any Award theretofore granted,
prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would
impair the rights of any Participant or any holder or beneficiary of any Award
theretofore granted shall not to that extent be effective without the consent of
the affected Participant, holder or beneficiary.
5
<PAGE> 7
(c) CANCELLATION. Any provision of this Plan or any Award Agreement to the
contrary notwithstanding, the Committee may cause any Award of Options granted
hereunder to be canceled in consideration of the granting to the holder of an
alternative Award of Options having a Fair Market Value equal to the Fair Market
Value of such canceled Award.
SECTION 8. GENERAL PROVISIONS.
(a) NONTRANSFERABILITY.
(i) Each Award, and each right under any Award, shall be exercisable
only by the Participant's lifetime, or, if permissible under applicable law, by
the Participant's guardian or legal representative or a transferee receiving
such Award pursuant to a domestic relations order, as determined by the
Committee.
(ii) No Award may be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by a Participant otherwise than by will or
by the laws of descent and distribution or pursuant to a domestic relations
order, and any such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against the Bank;
provided that the designation of a beneficiary shall not constitute an
assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
(b) NO RIGHTS TO AWARDS. No Employee, Participant or other Person shall
have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with respect
to each recipient.
(c) SHARE CERTIFICATES. All Shares or other securities of the Bank
delivered under the Plan pursuant to any Award or the exercise thereof shall be
subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the Plan or the rules, regulations, and other requirements
of the SEC, any stock exchange or national securities association upon which
such Shares or other securities are then listed, and any applicable Federal or
state laws, and the Committee may cause a legend or legends to be put on any
certificates representing such Shares or other securities to make appropriate
reference to such restrictions.
(d) DELEGATION. Subject to the terms of the Plan and applicable law, the
Committee may delegate to one or more officers or managers of the Bank, or to a
committee of such officers or managers, the authority, subject to such terms and
limitations as the Committee shall determine, to grant Awards to, or to cancel,
modify or waive rights with respect to, or to alter, discontinue, suspend, or
terminate Awards held by, Employees who are not officers or directors of the
Bank for purposed of Section 16 of the Exchange Act, or any successor section
thereto, or who are otherwise not subject to such Section.
(e) WITHHOLDING. A Participant may be required to pay to the Bank and
the Bank shall have the right and is hereby authorized to withhold from any
Award, from any payment due or transfer made under any Award or from any
compensation or other amount owing to a Participant the amount of any applicable
withholding taxes in respect of an Award, its exercise, or any payment or
transfer under an Award and take such other action as may be necessary in the
opinion of the Bank to satisfy all obligations for the payment of such taxes.
With respect to Participants who are not subject to Section 16 of the Exchange
Act, the withholding may be in the form of cash, Shares, or other property as
the Committee may allow. With respect to Participants who are subject to Section
16 of the Exchange Act, the withholding shall be in cash or in any other
property permitted by Rule 16b-3 as the Committee may allow. The Committee may,
in its sole discretion, provide for additional cash payments to holders of
Awards to defray or offset any tax arising from the grant, vesting, exercise or
payments of any Award.
(f) AWARD AGREEMENTS. Each Award hereunder shall be evidenced by an
Award Agreement which shall be delivered to the Participant and shall specify
the terms and conditions of the Award and any rules applicable thereto.
6
<PAGE> 8
(g) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the
Plan shall prevent the Bank or any Affiliate from adopting or continuing in
effect other compensation arrangements, which may, but need not, provide for the
grant of options, restricted stock, Shares and other types of Awards provided
for hereunder (subject to shareholder approval if such approval is required),
and such arrangements may be either generally applicable or applicable only in
specific cases.
(h) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of the Bank or an
Affiliate. Further, the Bank may at any time dismiss a Participant from
employment, free from any liability or any claim under the Plan, unless
otherwise expressly provide in the Plan or in any Award Agreement.
(i) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
Award, no Participant or holder or beneficiary of any Award shall have any
rights as a stockholder with respect to any Shares to be distributed under the
Plan until he or she has become the holder of such Shares.
(j) GOVERNING LAW. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of the State of Missouri.
(k) SEVERABILITY. If any provisions of the Plan or any Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as
to any Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.
(l) OTHER LAWS. The Committee may refuse to issue or transfer any Shares
or other consideration under an Award if, acting in its sole discretion, it
determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the Bank
to recovery under Section 16(b) of the Exchange Act, and any payment tendered to
the Bank by a Participant, other holder or beneficiary in connection with the
exercise of such Award shall be promptly refunded to the relevant Participant,
holder or beneficiary. Without limiting the generality of the foregoing, no
Award granted hereunder shall be construed as an offer to sell securities of the
Bank, and no such offer shall be outstanding, unless and until the Committee in
its sole discretion has determined that any such offer, if made, would be in
compliance with all applicable requirements of the federal securities laws.
(m) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Bank and a Participant or any other Person. To the
extent that any Person acquires a right to receive payments from the Bank
pursuant to an Award, such rights shall be no greater than the right of any
unsecured general creditor of the Bank.
(n) RULE 16B-3 COMPLIANCE. With respect to persons subject to Section 16
of the Exchange Act, transactions under this Plan are intended to comply with
all applicable terms and conditions of Rule 16b-3 and any successor provisions.
To the extent that any provision of the Plan or action by the Committee fails to
so comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.
(o) HEADINGS. Heading are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
7
<PAGE> 9
(p) NO IMPACT ON BENEFITS. Unless specifically provided under any other
benefit plan of the Bank or its Affiliates, Awards shall not be treated as
compensation for purposes of calculating an Employee's or Eligible Director's
rights under such benefit plans.
(q) INDEMNIFICATION. Each person who is or shall have been a member of the
Committee or of the Board shall be indemnified and held harmless by the Bank
against and from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by him in connection with or resulting from any claim,
action, suit, or proceeding to which he may be made a party or in which he may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him in settlement thereof, with the
Bank's approval, or paid by him in satisfaction of any judgement in any such
action, suit, or proceeding against him, provided he shall give the Bank an
opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive and shall be independent of any other
rights of indemnification to which such persons may be entitled under the Bank's
articles of incorporation or bylaws, by contract, as a matter of law, or
otherwise.
SECTION 9. TERM OF THE PLAN.
(a) EFFECTIVE DATE. The Plan shall be effective on the date of shareholder
approval of the Plan.
(b) EXPIRATION DATE. The Plan shall terminate on and no Award shall be
granted under the Plan after the tenth anniversary of the Effective Date. Unless
otherwise expressly provided in the Plan or in an applicable Award Agreement,
any Award granted hereunder may, and the authority of the Board or the Committee
to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to
waive any conditions or rights under any such Award shall, continue after the
tenth anniversary of the effective date of the Conversion.
(c) SHAREHOLDER APPROVAL. Notwithstanding anything herein to the contrary,
this Plan shall automatically terminate and shall be of no further force or
effect in the event that a majority of the stockholders of the Bank (determined
without regard to Shares held by Pulaski Bancshares, M.H.C.) do not approve this
Plan within 12 months of the date of adoption of the Plan by the Board.
8
<PAGE> 1
EXHIBIT 4.2
PULASKI BANK, A SAVINGS BANK
MANAGEMENT RECOGNITION AND DEVELOPMENT PLAN
(AS ASSUMED BY PULASKI FINANCIAL CORP. EFFECTIVE DECEMBER 2, 1998)
<PAGE> 2
PULASKI BANK, A SAVINGS BANK
1994 MANAGEMENT RECOGNITION AND DEVELOPMENT PLAN
(AS ASSUMED BY PULASKI FINANCIAL CORP. EFFECTIVE DECEMBER 2, 1998)
1. PURPOSE; DEFINITIONS.
The purpose of the Plan is to increase the proprietary and vested interest
of the key Employees of the Bank and its Affiliates and Eligible Directors in
the growth, development and financial success of the Bank by granting them
awards of Restricted Shares.
Whenever the following terms are used in the Plan, they shall have the
meaning specified below unless the context clearly indicated to the contrary.
"Affiliate" shall mean Pulaski Bancshares, M.H.C. and any "subsidiary" of
---------
the Bank as defined in Section 424(f) of the Code.
"Award" shall mean an award of Restricted Shares under the Plan.
-----
"Bank" shall mean Pulaski Bank, A Savings Bank.
----
"Board" shall mean the Board of Directors of the Bank.
-----
"Change in Control" shall have the meaning set forth in Section 5.2
------------------
hereof.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
----
"Designated Beneficiary" shall have the meaning set forth in Section 2.2
-----------------------
hereof.
"Effective Date" shall have the meaning set forth in Section 6.1 hereof.
--------------
"Eligible Director" shall mean a director of the Bank who is not also an
------------------
Employee.
"Employee" shall mean any person who is currently employed by the Bank or
--------
an Affiliate, including officers and officers who are members of the Board.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
------------
"Participant" shall mean a Director or Employee to whom an award of
-----------
Restricted Shares is granted pursuant to the Plan.
"Plan" shall mean this Pulaski Bank, A Savings Bank, 1994 Management
----
Recognition and Development Plan, as hereinafter amended from time to time.
"Restricted Shares" shall mean Shares which are awarded to an Eligible
------------------
Director or Employee that are subject to the transfer and forfeitability
restrictions described in Section 4.2.
"Share" shall mean a share of the Bank's common stock, par value $1.00 per
-----
share.
<PAGE> 3
2. ADMINISTRATION.
2.1 Administration
--------------
The Plan shall be administered by the Board, which shall have the power to
interpret the Plan and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent with its terms and
provisions and to interpret, amend or revoke any such rules; provided, however,
that except as provided in paragraph 3.2 hereof, with respect to an Award to an
Eligible Director, the Board shall have no discretion with respect to the
selection of directors to receive Restricted Shares under the Plan, the number
of Restricted Shares to be awarded, the consideration to be paid in respect of
Restricted Shares, the timing of such awards, or the restrictions imposed
thereon. All actions taken and all interpretations and determinations made by
the Board shall be binding upon all persons, including the Bank, stockholders,
directors, Participants and Designated Beneficiaries. The Secretary of the Bank
shall be authorized to implement the Plan in accordance with its terms, and to
take such actions of a ministerial nature as shall be necessary to effectuate
the intent and purposes thereof. No member of the Board shall be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan or the awards hereunder, and all members of the Board shall
be fully protected by the Bank in respect to any such action, determination or
interpretation.
2.2 Designated Beneficiaries
------------------------
If a Participant dies prior to receiving any payment due under the Plan,
such payment shall be made to his Designated Beneficiary. A Participant's
Designated Beneficiary shall be the beneficiary specifically designated by a
Participant in writing to receive amounts due the Participant in the event of
the Participant's death. In the absence of an effective designation by the
Participant, Designated Beneficiary shall mean the Participant's surviving
spouse or, if none, his estate.
3. SHARES SUBJECT TO THE PLAN.
3.1 Shares Subject to the Plan
--------------------------
The maximum number of Shares that may be the subject of Awards under this
Plan shall be 24,000. The Bank shall reserve such number of Shares for the
purposes of the Plan, out of its authorized but unissued Shares or out of Shares
held in the Bank's treasury, or partly out of each. In the event that a trust is
established in connection with the Plan pursuant to Section 6.4, the Bank may
authorize the trustees of the trust to purchase Shares in the open market and
such shares shall be included in the number of shares that may be the subject of
Awards. In the event that Restricted Shares are forfeited for any reason, such
Shares shall thereafter again be available for award pursuant to the Plan.
3.2 Changes in the Bank's Shares
----------------------------
In the event that the Board shall determine that any recapitalization,
reorganization, merger, consolidation, stock split, spin-off, combination, or
exchange of Shares, or other similar corporate event affects the Shares such
that an adjustment is required in order to preserve the benefits or potential
benefits intended under this Plan, the Board shall, in its sole discretion, and
in such manner as it may deem equitable, adjust any or all of the number and
kind of Shares which thereafter may be awarded under the Plan, or the number and
kind of Shares subject to outstanding awards; provided, however, that the number
of Shares subject to any award shall always be a whole number.
2
<PAGE> 4
4. RESTRICTED SHARES
4.1 Eligibility; Awards Under the Plan
----------------------------------
(a) Employees. Employees (including officers and employee directors of the
---------
Bank) shall be eligible to participate in the Plan upon designation by the
Board. To the extent that Shares are available for grant under the Plan, the
Board may determine which of the Employees shall be granted an Award and the
number of Restricted Shares covered by each Award. In selecting those Employees
to whom Awards will be granted and the number of Shares covered by such Awards,
the Board shall consider the position and responsibilities of the eligible
Employees, the length and value of their services to the Bank and its
Affiliates, the compensation paid to the Employees and any other factors the
Board may deem relevant, and the Committee may request the written
recommendation of the Chief Executive Officer and other senior executive
officers of the Bank and its Affiliates. No Employee shall be granted Award(s)
in excess of 6,000 Restricted Shares, in the aggregate, during the term of the
Plan.
(b) Eligible Directors. Eligible Directors shall be eligible to receive
-------------------
Awards only as provided in this Section 4.1(b). Upon the Effective Date, each
Eligible Director who has served on the Board for five (5) or more years shall
receive an Award of 1,200 Restricted Shares and each Eligible Director with less
than five (5) years of service on the Board shall receive 600 Restricted Shares.
(c) Fractions of Shares. Whenever under the terms of the Plan a fractional
-------------------
share would be required to be issued, the fractional share shall be rounded up
to the next full share.
4.2 Terms of Awards
---------------
The Restricted Shares awarded hereunder shall be awarded only pursuant to
a written agreement, which shall be executed by the Participant and a duly
authorized officer of the Bank and which shall contain the following terms and
conditions:
(a) Acceptance of Award. An award of Restricted Shares must be accepted by
-------------------
the Participant within a period of sixty (60) days (or such other period as the
Board may specify at grant) after the award date by the execution of a
Restricted Share award agreement in the form provided by the Bank.
(b) Restrictions and Conditions. The Restricted Shares awarded to a
-----------------------------
Participant pursuant to this Section 4 shall be subject to the following
restrictions and conditions:
(i) A Participant shall not be permitted to sell, transfer, pledge,
assign or otherwise encumber Restricted Shares awarded under the Plan prior to
the date on which such shares vest in accordance with clause, (iii), except in
accordance with the laws of descent and distribution.
(ii) Except as provided in clause (i) and this clause (ii), the
Participant shall have, with respect to the Restricted Shares, all of the rights
of a stockholder of the Bank, including the right to vote the Shares and to
receive any cash dividends declared on them. Stock dividends, if any, issued
with respect to Restricted Shares shall be treated as additional Restricted
Shares that are subject to the same restrictions and other terms and conditions
that apply with respect to the Restricted Shares with respect to which such
dividends are paid.
(iii) Subject to the applicable provisions of the Restricted Share
award agreement and this Section, a Participant's interest in Shares shall
immediately become fully vested and nonforfeitable, and the restrictions set
forth in this Section 4.2 shall lapse (x) ratably over a five (5) year period
whereby twenty (20) percent of the Award shall vest on each of the first through
the fifth anniversaries of the date of grant, (y) upon the Participant's death
or total disability, or (z) upon the effective date of a Change in Control. All
determinations as to whether a Participant has become totally disabled shall be
made by a majority of the Board (or, in the case of an
3
<PAGE> 5
Eligible Director, a majority of the remaining members of the Board) upon the
basis of such evidence as its deems necessary or desirable, and shall be final
and binding on all interested persons.
4.3 Stock Certificates
------------------
A stock certificate registered in the name of each Participant receiving a
Restricted Share award (or in the name of a trustee for the benefit of each
Participant) shall be issued in respect of such shares. Such certificate shall
bear whatever appropriate legend referring to the terms, conditions, and
restrictions applicable to such award as the Board shall determine. The Board
may, in its sole discretion, require that the stock certificates evidencing
Restricted Shares be held in custody by the Bank (or in trust by a trustee)
until the restrictions thereon shall have lapsed.
5. CHANGE IN CONTROL PROVISIONS.
5.1 Impact of Event
---------------
Upon a Change in Control, the transferability and forfeiture restrictions
placed on any Restricted Shares by Section 4.2 shall lapse upon the Change in
Control and such Shares shall be deemed fully vested and owned by the
Participant as of such date.
5.2 Definition of Change in Control
-------------------------------
For purposes of this Plan, a "Change in Control" shall be deemed to occur
if and when (i) an offeror other than the Bank purchases shares of Common Stock
pursuant to a tender or exchange offer for such shares, (ii) any person (as such
term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934) is or becomes the beneficial owner, directly or indirectly, of securities
of the Bank representing twenty (20) percent or more of the combined voting
power of the Bank's then outstanding securities, (iii) the membership of the
Board changes as the result of a contested election, such that individuals who
were directors at the beginning of any twenty-four month period (whether
commencing before or after the date of adoption of this Plan) do not constitute
a majority of the Board at the end of such period, or (iv) shareholders of the
Bank approve a merger, consolidation, sale or disposition of all or
substantially all of the Bank's assets, or a plan of partial or complete
liquidation. Notwithstanding the foregoing, a "Change in Control" shall not
include a standard conversion of the Bank from the mutual holding company form
of organization to a subsidiary of a capital stock savings and loan holding
company under applicable Office of Thrift Supervision regulations.
6. MISCELLANEOUS.
6.1 Shareholder Approval; Effective Date.
------------------------------------
The Plan shall become effective only upon approval by a majority of the
Bank's stockholders (determined without regard to Shares held by Pulaski
Bancshares, M.H.C.) of stockholders of the Bank at a meeting held within twelve
(12) months of the adoption of the Plan by the Board and shall continue in
effect until the tenth anniversary of the Effective Date.
6.2 Amendment, Suspension or Termination of the Plan
------------------------------------------------
The Plan may be wholly or partially amended or otherwise modified,
suspends or terminated at any time or from time to time by the Board; provided,
however, that amendments to the Plan shall not be effective unless approved by
the affirmative vote of the stockholders of the Bank owning a majority of the
outstanding shares of the Bank at a meeting of stockholders of the Bank held
within twelve (12) months of the date of adoption of such amendment, where such
amendment will:
4
<PAGE> 6
(a) increase the total number of Shares reserved for the purposes of the
Plan;
(b) change in any respect the class of persons who are eligible to be
Participants;
(c) extend the maximum period for granting awards as provided herein; or
(d) otherwise materially increase the benefits accruing to Participants
under the Plan.
Notwithstanding the foregoing, Section 4.1(b) may not be amended more than
once in any six-month period other than to conform with changes in the Code or
the Employee Retirement Security Act of 1974, as amended.
From and after the Effective Date, neither the amendment, suspension nor
termination of the Plan shall, without the consent of the Participant, alter or
impair any rights or obligations under any award theretofore granted. No awards
may be granted during any period of suspension nor after termination or
expiration of the Plan.
6.3 Regulations and Other Approvals
-------------------------------
(a) The obligation of the Bank to deliver Shares with respect to any award
granted under the Plan shall be subject to all applicable laws, rules and
regulations, including all applicable federal and state securities laws, and the
obtaining of all such approvals by governmental agencies as may be deemed
necessary or appropriate by the Board.
(b) The Board may make such changes as may be necessary or appropriate to
comply with the rules or requirements of any governmental authority.
(c) Each award of Shares is subject to the requirement that, if at any
time the Board determines, in its sole discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is
required by any securities exchange or under any United States, state or federal
law, or the consent or approval of any governmental regulatory body is necessary
or desirable as a condition of, or in connection with, issuance of Shares, no
Shares shall be issued, in whole or in part, unless listing, registration,
qualification, consent or approval has been effected or obtained free of any
conditions as acceptable to the Board.
(d) In the event that the disposition of Shares acquired pursuant to the
Plan is not covered by a then current registration statement under the
Securities Act of 1933, and is not otherwise exempt from such registration, such
Shares shall be restricted against transfer to the extent required by the
Securities Act of 1933 or regulations thereunder, and the Board may require any
individual receiving Shares pursuant to the Plan, as a condition precedent to
receipt of such Shares, to represent to the Bank in writing that the Shares
acquired by such individual are acquired for investment only and not with a view
to distribution. The certificate for any Shares acquired pursuant to the Plan
shall include any legend that the Board deems appropriate to reflect any
restrictions on transfer.
6.4 Trust Arrangement
-----------------
All benefits under the Plan represent an unsecured promise to pay by
the Bank. The Plan shall be unfunded and the benefits hereunder shall be paid
only from the general assets of the Bank resulting in the Participants having no
greater rights that the Bank's general creditors; provided, however, that
nothing herein shall prevent or prohibit the Bank from establishing a trust or
other arrangement for the purpose of providing for the payment of the benefits
payable under the Plan.
5
<PAGE> 7
6.5 Governing Law
-------------
The Plan and the rights of all persons claiming hereunder shall be
construed and determined in accordance with the laws of the State of Missouri
without giving effect to the choice of law principles thereof.
6.6 Titles; Construction
--------------------
Titles are provided herein for convenience only and are not to serve
as a basis for interpretation or construction of the Plan. The masculine pronoun
shall include the feminine and neuter and the singular shall include the plural,
when the context so indicates.
6
<PAGE> 1
EXHIBIT 5.0
OPINION OF MULDOON, MURPHY & FAUCETTE LLP
AS TO THE LEGALITY OF THE COMMON STOCK REGISTERED HEREBY
<PAGE> 2
August 4, 1999
Board of Directors
Pulaski Financial Corp.
12300 Olive Boulevard
St. Louis, Missouri 63141-6434
Re: Pulaski Bank, A Savings Bank 1994 Stock Option Plan for Offer and
Sale of 99,648 Shares of Common Stock and Pulaski Bank, A Savings
Bank Management Recognition And Development Plan Offer and Sale of
23,915 Shares of Common Stock on Form S-8 Registration Statement
Ladies and Gentlemen:
We have been requested by Pulaski Financial Corp., a Delaware corporation,
(the "Company") to issue a legal opinion in connection with the registration
under the Securities Act of 1933 on Form S-8 of 123,563 shares of the Company's
Common Stock, par value $.01 per share (the "Shares"), that may be issued under
the Pulaski Bank, A Savings Bank 1994 Stock Option Plan and the Pulaski Bank, A
Savings Bank Management Recognition and Development Plan (hereinafter,
collectively referred to as the "Plans").
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity to the originals of all documents supplied to us as copies, and (iv)
the accuracy and completeness of all corporate records and documents and of all
certificates and
<PAGE> 3
Board of Directors
August 4, 1999
Page 2
statements of fact, in each case given or made available to us by the Company or
its subsidiary, Pulaski Bank, A Savings Bank.
Based on the foregoing and limited in all respects to Delaware law, it is
our opinion that the Shares reserved under the Plan have been duly authorized
and upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally issued, fully paid and nonassessable.
The following provisions of the Certificate of Incorporation may not be
given effect by a court applying Delaware law, but in our opinion the failure to
give effect to such provisions will not affect the duly authorized, validly
issued, fully paid and nonassessable status of the Common Stock:
(a) Subsections C.3 and C.6 of Article VII which grant the Board the
authority to construe and apply the provisions of that Article and
subsection C.4 of Article VII, to the extent that subsection
obligates any person to provide the Board the information such
subsection authorizes the Board to demand, in each case to the
extent, if any, that a court applying Delaware law were to impose
equitable limitations upon such authority; and
(b) Article XV which authorizes the Board to consider the effect of any
offer to acquire the Company on constituencies other than
stockholders in evaluating any such offer.
This opinion is rendered to you solely for your benefit in connection with
the issuance of the Shares as described above. This opinion may not be relied
upon by any other person or for any other purpose, and it should not be quoted
in whole or in part or otherwise referred to or be furnished to any governmental
agency (other than the Securities and Exchange Commission in connection with the
aforementioned registration statement on Form S-8 in which this opinion is
contained) or any other person or entity without the prior written consent of
this firm.
We note that, although certain portions of the registration statement on
Form S-8 (the financial statements and schedules) have been included therein
(through incorporation by reference) on the authority of "experts" within the
meaning of the Securities Act, we are not experts with respect to any portion of
the Registration Statement, including without limitation the financial
statements or schedules or the other financial information or data included
therein.
We hereby consent to the filing of this opinion as an exhibit to, and the
reference to this firm in, the Company's registration statement on Form S-8.
Very truly yours,
/s/ MULDOON, MURPHY & FAUCETTE LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Pulaski Financial Corp. on Form S-8 of our report dated December 4, 1998, (which
report expresses an unqualified opinion and includes an explanatory paragraph
relating to a change in accounting for mortgage servicing rights) appearing in
the Annual Report on Form 10-K of Pulaski Financial Corp. for the year ended
September 30, 1998.
/s/ Deloitte & Touche LLP
August 4, 1999
