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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURTIES EXCHANGE ACT OF 1934
FIRST OTTAWA BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-4331185
(State of incorporation or organization) (I.R.S. Employer Identification No.)
701-705 LASALLE STREET 61350
OTTAWA, ILLINOIS (ZIP Code)
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None.
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. / /
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. /X/
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANTS SECURITIES TO BE REGISTERED.
First Ottawa Bancshares' authorized capital stock consists of 750,000
shares of $1.00 par value common stock. The holders of First Ottawa Bancshares
common stock have unlimited voting rights and are entitled to one vote per share
for all purposes. The holders of First Ottawa Bancshares common stock have
cumulative voting rights in the election of First Ottawa Bancshares' directors.
The holders of First Ottawa Bancshares common stock are entitled to any
dividends as may be declared by the Board of Directors of First Ottawa
Bancshares in compliance with the provisions of the Delaware General Corporation
Law and the regulations of the appropriate regulatory authorities, and to
receive the net assets of the corporation upon dissolution. The First Ottawa
Bancshares common stock does not have any preemptive rights with respect to
acquiring additional shares of First Ottawa Bancshares common stock, and the
shares are not subject to any conversion, redemption or sinking fund provisions.
The outstanding shares of First Ottawa Bancshares common stock are fully-paid
and nonassessable.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of the registration
statement:
2(a) Certificate of Incorporation of First Ottawa Bancshares,
Inc.
2(b) By-laws of First Ottawa Bancshares, Inc.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
FIRST OTTAWA BANCSHARES, INC.
Date: April 28, 2000
By: /s/ Joachim J. Brown
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Joachim J. Brown
Chief Executive Officer and President
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Exhibit 2(a)
CERTIFICATE OF INCORPORATION
OF
FIRST OTTAWA BANCSHARES, INC.
FIRST: The name of the corporation is First Ottawa Bancshares, Inc.
(hereinafter the "Corporation").
SECOND: The address of the corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation is
authorized to issue is Seven Hundred Fifty Thousand (750,000) shares at $1.00
par value.
FIFTH: The name and address of the Incorporator is as follows:
<TABLE>
<CAPTION>
NAME ADDRESS
---- --------
<S> <C>
Timothy W. Smith Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601-9703.
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SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
(1) The number of directors of the Corporation shall be such
as
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from time to time shall be fixed by, or in the manner provided in, the
by-laws. Election of directors shall be by cumulative voting.
(2) The Board of Directors shall have the power to alter,
amend, change, add to or repeal the by-laws of the Corporation in the
manner provided in the by-laws; to fix and vary the amount to be
reserved for any proper purpose; to authorize and cause to be executed
mortgages and liens upon all or any part of the property of the
Corporation; to determine the use and disposition of any surplus or net
profits; and to fix the times for the declaration and payment of
dividends.
(3) The directors in their discretion may submit any contract
or act for approval or ratification at any annual meeting of the
stockholders or at any meeting of the stockholders called for the
purpose of considering any such act or contract, and any contract or
act that shall be approved or be ratified by the vote of the holders of
a majority of the stock of the Corporation which is represented in
person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in
person or by proxy) shall be as valid and as binding upon the
Corporation and upon all the stockholders as though it had been
approved or ratified by every stockholder of the Corporation, whether
or not the contract or act would otherwise be open to legal attack
because of directors' interest, or for any other reason.
(4) In addition to the powers and authorities hereinbefore or
by
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statute expressly conferred upon them, the directors are hereby
empowered to exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation; subject, nevertheless,
to the provisions of the statutes of Delaware, of this Certificate, and
to any by-laws of the Corporation from time to time made; provided,
however, that no by-laws so made shall invalidate any prior act of the
directors which would have been valid if such by-law had not been made.
SEVENTH: The Corporation shall, to the full extent permitted by Section
145 of the Delaware General Corporation Law, as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto.
EIGHTH: No director of this Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article EIGHTH
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derives an improper personal benefit. If the General Corporation Law of the
State of Delaware is amended to further eliminate or limit the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended. No amendment to or
repeal of this Article EIGHTH shall apply to or have any
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effect on the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
NINTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors, or any class of them and/or between this
Corporation and its stockholders, or any class of them, any court of equitable
jurisdiction within the State of Delaware, may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of Section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders of this Corporation, as the case may be,
and also on this Corporation.
TENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this
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reserved power.
I, the undersigned, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, hereby declaring and certifying
that this is my actual deed and that the facts stated herein are true, and
accordingly have hereunto set my hand this 28th day of July, 1999.
/s/ Timothy W. Smith
Timothy W. Smith
Sole Incorporator
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Exhibit 2(b)
BY-LAWS
OF
FIRST OTTAWA BANCSHARES, INC.
AS AMENDED MARCH 8, 2000
ARTICLE I. NAME
Section 1. The name of this Corporation is "First Ottawa Bancshares,
Inc.", organized under the laws of Delaware.
ARTICLE II. SEAL
Section 1. The seal of this Corporation shall be as follows:
First Ottawa Bancshares, Inc.
Ottawa, Illinois [IMPRESSION OF SEAL]
ARTICLE III SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation for the election of a Board of Directors and the transaction of
such other business, as in the judgment of the shareholders may be necessary for
the welfare of the Corporation, shall be held at the office of the Corporation
in the City of Ottawa, Illinois, on the third Wednesday of May in each year at
three o'clock p.m. If from any cause an election of directors shall not be made
at the time appointed, the Corporation shall cause the election to be held on
any subsequent day, thirty days' notice thereof to be given my publication in a
newspaper published in Ottawa, Illinois. All elections shall be by ballot and
the name and number of shares of each shareholder shall be endorsed on his or
her ballot. Voting may be by person or by proxy. Any person representing two or
more shareholders by proxy may cast one ballot for all the shares of stock which
the said proxy represents, indicating on the ballot which shall be signed by the
proxy, the total number of shares of stock so voted. No proxy shall be valid
after eleven months from the date of its execution except where the stock is
pledged as a security for a debt to the person holding the proxy. In deciding
all questions at meetings of shareholders, each shareholder shall be entitled to
one vote for each share held, and in case of election of directors, each
shareholder shall have the right to vote the number of shares owned by him or
her for as many persons as there are directors to be elected or to cumulate such
shares and give one candidate as many votes as the number of directors
multiplied by the number of his shares shall equal, or to distribute them on the
same principle among as many candidates as he shall think fit. No shareholder
whose liability to any subsidiary of the Corporation is past due and unpaid
shall be allowed to vote at any meeting of the shareholders.
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Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the President, or a Vice President, or by the Board of Directors or
by one or more of the shareholders holding an aggregate of not less than
one-fifth of the stock outstanding.
Section 3. NOTICES. A written or printed notice stating the place, day
and hour of the annual and of all special meetings shall be mailed by the
Secretary of the Board or a designated officer at least ten days before such
meeting to each shareholder at his or her last known Post Office address as the
same appears upon the books of the Corporation and in case of special meetings
the notice shall state the purpose for which the meeting is called.
Section 4. ORGANIZATION. The President shall act as Chairman and a duly
appointed person as Secretary of all meetings of the shareholders. In the
absence of the President, a Vice President shall act as Chairman and in the
absence of the duly appointed Secretary, a Vice President or any director
designated by the Board shall act as secretary.
Section 5. LIST OF SHAREHOLDERS. The duly appointed Secretary shall
present to the meeting a complete alphabetical list of the shareholders entitled
to vote with the number of shares held by each, and the President and Secretary,
or a designated officer, shall cause to be kept at all times an accurate list of
the full names and residences of all shareholders.
Section 6. JUDGES OF ELECTION. The Board of Directors shall prior to
the annual meeting appoint three shareholders as judges of election. The judges
shall count the ballots and certify in writing to the Secretary or any
designated officer the result thereof. The judges of election shall pass on the
validity of all proxies. No officer or employee of the bank shall act as proxy.
Section 7. QUORUM. A quorum at any annual or special meeting shall
consist of a majority of all outstanding shares.
Section 8. VOTING BY EXECUTORS, ETC. Each executor, administrator,
conservator, guardian, receiver or trustee may vote the stock in his hands as
such at all meetings.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. NUMBER AND TERM OF OFFICE. The Board of Directors shall
consist of eleven directors, to be elected annually by the shareholders at the
annual meeting described in Article III Section 1, each of whom shall serve in
that capacity until the subsequent annual meeting.
Section 2. QUALIFICATIONS. No person shall be elected a director
unless and until he or she has purchased and fully paid for not less than 1,000
shares of the common stock of the company.
Section 3. PROCEDURE FOR NOMINATION. Not less than 20 days prior to the
annual meeting of shareholders, the Board of Directors shall nominate a slate of
candidates including one nominee for each available seat and shall notify the
shareholders of the slate of nominees with the proxy material submitted prior to
the annual meeting.
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Other nominations of qualified directors may be made by an
shareholders so long as they are received by the Secretary of the Corporation,
in writing, on a form provided for that purpose, not less than ten days prior to
the annual meeting.
Section 4. NOTIFICATION AND OATH. The Secretary or designated officer
shall notify the Directors of their election and they shall thereupon take such
oath of office as is required by law.
Section 5. REGULAR ANNUAL MEETING. The regular annual meeting of the
Board of Directors shall be held immediately after the annual meeting of
shareholders, at which meeting the duly appointed Secretary or designated
officer shall preside until a President is elected.
Section 6. MONTHLY MEETINGS. Regular monthly Meetings of the Board of
Directors shall be held at the Corporation's office on the second Wednesday of
each month at 1:30 p.m., unless some other hour be determined by the Board.
Section 7. SPECIAL MEETING. Special meetings of the Board may be
called by the President or a Vice President on twenty-four hours' notice by mail
or telephone.
Section 8. QUORUM. A majority of the directors elected shall
constitute a quorum for the transaction of business.
Section 9. VACANCIES. A vacancy in the Board may be filled by
appointment by the remaining directors and any director so appointed shall hold
office until the next annual meeting of the shareholders or until his successor
is elected and qualified.
Section 10. CHAIRMAN AND SECRETARY. The Chairman of the Board shall
preside at all meetings and in his absence the President shall preside. To the
absence of both the Chairman and the President, the duly appointed Secretary or
any designated officer shall preside. In the absence of the Secretary, a Vice
President or any one of the directors shall act as Secretary.
Section 11. COMPENSATION. The compensation of the directors as such
shall be fixed by resolution of the Board.
ARTICLE V. OFFICERS
Section 1. APPOINTMENT OF OFFICERS. The Board of Directors shall
appoint a Chairman of the Board, a President, one or more Vice Presidents, one
or more Assistant Vice Presidents, a Secretary and one or more Assistant
Secretaries, one or more Administrative Assistants and certain other officers,
the exact number to be decided upon at the time of appointment. The Board shall
define their duties and shall have power to dismiss such officers or any of them
at pleasure and appoint others to fill their places. All officers shall be
appointed annually by the Board and shall hold office until their successors are
elected and qualified.
Section 2. DUTIES OF THE PRESIDENT. The President shall be the chief
executive officer of the Corporation. He shall have the administrative control
of the affairs of the Corporation under the direction of the Board, except that
the general routine control and administration of the Corporation may be
delegated by him to another on consent of the Board of Directors.
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In the absence or disability of the President, a Vice President shall
perform the duties appertaining to the office of President. The Vice President
to so act shall be selected by the Board at the necessary time.
Section 2a. DUTIES OF THE CHAIRMAN OF THE BOARD. He shall preside at all
meetings of the Board. He shall keep himself informed of the general operation
of the Corporation and shall keep the Board informed of all matters pertaining
to the welfare of the Corporation.
Section 2b. DUTIES OF THE VICE CHAIRMAN, if applicable. The Vice
Chairman, if applicable, shall preside at all meetings of the Board of Directors
in the absence of the Chairman, and do such things as in his judgment will
promote good public relations for the bank and thereby increase the business
thereof. Also, he shall do such specific things as may be assigned to him from
time to time by the Board of Directors.
Section 2c. DUTIES OF ASST. VICE PRESIDENTS. It shall be the duty of an
Asst. Vice President to assist the President and Vice Presidents when called
upon to do so by either of them or the Board of Directors.
Section 3. DUTIES OF THE VICE PRESIDENT. It shall be the duty of a Vice
President to assist the President when called upon to do so by either him or the
Board of Directors.
Section 4. DUTIES OF THE SECRETARY. The Secretary, under the direction
of the President and the Board of Directors, shall assist in administering the
affairs of the Corporation. An Assistant Secretary shall act in the absence or
disability of the Secretary and shall perform such other duties as may be
imposed upon him by the President, Vice President, Secretary or Board of
Directors, the Assistant Secretary to so act to be selected by the Board at the
necessary time.
Section 4a. DUTIES OF THE ADMINISTRATIVE ASSISTANTS AND ANY OTHER
DESIGNATED OFFICERS. It shall be the duty of an Administrative Assistant or any
other designated officer to assist the President, Vice Presidents and Assistant
Vice Presidents when called upon to do so by either them or the Board of
Directors.
Section 5. BONDS. All officers of the Corporation shall be bonded in
such sums as may be determined from time to time by the Board and the Board
shall determine whether such bonds be personal or Surety Company bonds.
Section 6. VACANCIES. Vacancies may be filled by appointment by the
Board of Directors.
Section 7. OFFICERS. Any person, his/her heirs, executors or
administrators, may be indemnified or reimbursed by the Corporation for
reasonable expenses actually incurred in connection with any action, suit or
proceeding, civil or criminal, to which he/she or they shall be made a party by
reason of his/her being or having been a director, officer, or employee of the
Corporation or of any firm, Corporation or organization which he/she served in
any such capacity at the request of the Corporation: PROVIDED HOWEVER, that no
person shall be so indemnified or reimbursed in relation to any matter in such
action suit or proceeding as to which he/she shall finally be adjudged to have
been guilty of or liable for willful misconduct or
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criminal acts in the performance of his/her duties to the Corporation. The
foregoing rights of indemnification or reimbursement shall not be exclusive of
other rights to which such person, his/her heirs, executors or administrators
may be entitled as a matter of law.
The Corporation may, upon the affirmative vote of the majority of its Board
of Directors, purchase insurance for the purpose of indemnifying its directors,
officers and other employees to the extent that such indemnification is allowed
in the preceding paragraph.
ARTICLE VI. STOCK
Section 1. ISSUE OF STOCK. The stock of this Corporation shall be
divided into shares of $1.00 each. Certificates of stock shall be numbered
consecutively and registered as they are issued. They shall exhibit the date of
issue, par value of each share, the name of the owner and the number of shares.
Certificates shall be signed by the President or in his absence or disability by
a Vice President and countersigned by the Secretary or in his absence or
disability by any one of the Vice Presidents and shall bear the Corporate seal.
Section 2. TRANSFERS OF STOCK. Transfers of stock shall be registered
in a stock book of the Corporation kept for that purpose by a duly appointed
officer. In case of transfer the original certificate shall be returned marked
cancelled and a new certificate issued. The possession of a Certificate of
Stock, as between the holder and the Corporation, shall not be regarded for
voting purpose, or for the receipt of dividends as vesting ownership of the same
in any person other than the registered owner until transfer is duly made on the
books of the Corporation or due demand for transfer has been made upon, and
refused by, the officers authorized to issue Certificates of Stock. The stock
transfer books may be closed for the meetings of the stockholders and for the
payment of dividends during such periods as from time to time may be fixed by
the Board of Directors and during such periods, no stock shall be transferable.
Section 3. DATES OF RECORD. Dates of Record on the shares of the Common
Stock shall be June 1 and December 1.
ARTICLE VII. AMENDMENTS
Section 1. AMENDMENTS. These by-laws or any or either of them may be
altered, amended or repealed at any regular or special meeting of the Board by
the affirmative vote of at least two-thirds of the directors; provided, that if
amended or repealed at a special meeting, due notice of the proposed action
shall be given in the notice of the meeting.
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