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As filed with the Securities and Exchange Commission on November 29, 2000
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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MAIN STREET TRUST, INC.
(Exact name of Registrant as specified in its charter)
6712
(Primary Standard Industrial Classification Code Number)
ILLINOIS 37-1338484
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
100 WEST UNIVERSITY AVENUE
CHAMPAIGN, ILLINOIS 61820
(217) 351-6500
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
MAIN STREET TRUST, INC. 2000 STOCK INCENTIVE PLAN
GREGORY B. LYKINS
VICE CHAIRMAN
MAIN STREET TRUST, INC.
100 WEST UNIVERSITY AVENUE
CHAMPAIGN, ILLINOIS 61820
(217) 351-6500
(Name, address, including zip code and telephone number,
including area code, of agent for service)
WITH COPIES TO:
JOHN E. FREECHACK, ESQ.
ROBERT M. FLEETWOOD, ESQ.
BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
(312) 984-3100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1)(2) per Share(3) Offering Price(2)(3) Registration Fee(3)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $0.01 Par Value 2,000,000 shares $17.125 $34,250,000 $9,042.00
================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Main Street
Trust, Inc. 2000 Stock Incentive Plan.
(2) Pursuant to Rule 416(a) under the Securities Act, this Registration
Statement also registers such indeterminate number of additional shares as
may be issuable under the Plan in connection with share splits, share
dividends or similar transactions.
(3) Estimated pursuant to Rule 457(h) under the Securities Act, solely for the
purpose of calculating the registration fee, based on the average of the
bid and asked price for Main Street's common stock as quoted on November
27, 2000 on the OTC Bulletin Board.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Main Street Trust, Inc. 2000
Stock Incentive Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by Main Street
Trust, Inc. (the "Company") with the Commission are hereby incorporated by
reference into this Registration Statement:
(a) The Company's Joint Proxy Statement-Prospectus filed as part of
the Company's Registration Statement on Form S-4 as declared
effective by the Securities and Exchange Commission on February
7, 2000;
(b) The Company's Quarterly Report on From 10-Q for the quarterly
period ended September 30, 2000;
(c) BankIllinois Financial Corporation's Annual Report on Form 10-K
for the year ended December 31, 1999;
(d) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the last fiscal year; and
(e) The description of the Company's common stock contained in the
Company's Joint Proxy Statement-Prospectus filed as part of the
Company's Registration Statement on Form S-4 as declared
effective by the Securities and Exchange Commission on February
7, 2000.
All documents subsequently filed by the Company or the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's articles and bylaws provide for the indemnification of
its directors and officers, and of any person serving at the request of the
Company as a director, officer or partner of another enterprise, to the fullest
extent permitted by Illinois law.
Under Illinois law, the directors, officers, employees and agents of an
Illinois corporation may be indemnified by the corporation if they acted in good
faith and in a manner they reasonably believed to be in or not
II-1
<PAGE>
opposed to the best interests of the corporation or its shareholders (and, if a
criminal proceeding, if they had no reasonable cause to believe their conduct
was unlawful) against: (i) expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with any threatened, pending or completed action, suit or proceeding
(other than an action by, or in the right of, the corporation) arising out of
their position with the corporation or their service as director, officer,
employee or agent of another enterprise at the request of the corporation; and
(ii) expenses (including attorneys' fees) actually and reasonably incurred in
connection with the settlement or defense of any threatened, pending or
completed action, suit or proceeding by or in the right of the corporation,
provided that no indemnification shall be made in respect of any claim, issue or
matter as to which the director, officer, employee or agent may be found liable
to the corporation, unless, and only to the extent the appropriate court could
determine that he or she is nevertheless fairly and reasonably entitled to
indemnity for the expenses the court deems proper. The termination of an action,
suit or proceeding by judgment, order, settlement, conviction or through plea of
nolo contendere, does not create a presumption that the director, officer,
employee or agent did not act in good faith and in a manner he or she reasonably
believed to be opposed to the corporation's best interests (or, in the case of a
criminal proceeding, that he or she had reasonable cause to believe his or her
conduct was unlawful).
Illinois law requires indemnification for expenses to the extent that a
director, officer, employee or agent is successful in defending against any such
action, suit or proceeding, and otherwise requires in general that the
indemnification provided for in (i) and (ii) above be made only on a
determination that the director or officer met the applicable standard of
conduct by a majority vote of a quorum of the board of directors who were not
parties to the action, suit or proceeding, by independent legal counsel if so
directed by a quorum of disinterested directors, or by the shareholders.
Illinois law further permits advances to cover such expenses before a
final determination that indemnification is permissible or required, as
authorized by the board of directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
the amounts if it is ultimately determined that he or she is not entitled to
indemnification by the corporation.
Indemnification under Illinois law is not exclusive of other rights to
indemnification to which a person may be entitled under the corporation's
articles of incorporation, bylaws or any contractual agreement. Unless otherwise
specified when authorized or ratified, the indemnification provided for under
Illinois law continues as to a person who ceases to be a director, officer,
employee or agent of the corporation. If a corporation has paid indemnity or
advanced expenses pursuant to the above described provisions, the corporation
must report such payment or advancement in writing to the shareholders in or
prior to the notice of the next shareholders meeting.
Illinois law permits a corporation to purchase insurance on behalf of
its directors, officers, employees and agents (or those holding such positions
with another enterprise at the request of the corporation) against liabilities
arising out of their positions, whether or not such liabilities would be within
the above described indemnification provisions.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers or persons
controlling the Company under the provisions described above, the Company has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities
Act, and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
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<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement to
include: (i) any prospectus required by Section 10(a)(3) of the
Securities Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and (iii) any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement, provided
however, that provisions (i) and (ii) of this undertaking are
inapplicable if the information to be filed thereunder is contained in
periodic reports filed by the Company pursuant to Sections 13 or 15(d)
of the Exchange Act and incorporated by reference into the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provision, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrants certify that they have reasonable grounds to believe that they meet
all of the requirements of filing on Form S-8 and have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunder duly authorized, in the City of Champaign, State of Illinois, on
November 27, 2000.
MAIN STREET TRUST, INC.
By: /S/ VAN A. DUKEMAN
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Van A. Dukeman
President and Chief Executive Officer
By: /S/ DAVID B. WHITE
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David B. White
Executive Vice President, Treasurer
and Chief Financial Officer
MAIN STREET TRUST, INC. 2000 STOCK INCENTIVE PLAN
By: /S/ DAVID J. DOWNEY
-------------------------------------------------
David J. Downey
<PAGE>
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Van A. Dukeman and David B. White, and
each of them, his or her true and lawful attorney-in-fact and agent, each with
full power of substitution and re-substitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
indicated on November 27, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/S/ JOHN W. LUTTRELL Chairman of the Board of Directors
--------------------------------------------
John W. Luttrell
/S/S GREGORY B. LYKINS Vice Chairman of the Board of Directors
--------------------------------------------
Gregory B. Lykins
/S/ DAVID J. DOWNEY Director
--------------------------------------------
David J. Downey
/S/ VAN A. DUKEMAN Director
--------------------------------------------
Van A. Dukeman
/S/ LARRY D. HABB Director
--------------------------------------------
Larry D. Haab
Director
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Frederic L. Kenney
/S/ AUGUST C. MEYER, JR. Director
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August C. Meyer, Jr.
/S/ GENE A. SALMON Director
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Gene A. Salmon
Director
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Thomas G. Sloan
/S/ GEORGE T. SHAPLAND Director
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George T. Shapland
/S/ ROY V. VAN BUSKIRK Director
--------------------------------------------
Roy V. Van Buskirk
/S/ PHILLIP C. WISE Director
--------------------------------------------
Phillip C. Wise
/S/ H. GALE ZACHEIS Director
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H. Gale Zacheis
</TABLE>
<PAGE>
MAIN STREET TRUST, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Incorporated
Herein by Filed
Exhibit No. Description Reference to Herewith
------------ ------------------------------- -------------------------- --------------------
<S> <C> <C> <C>
4.1 Amended and Restated Articles X
of Incorporation of Main
Street Trust, Inc.
4.2 Bylaws of Main Street Trust, Registration Statement on
Inc. Form S-4 as amended as
filed on November 30, 2000
5.1 Opinion of Barack Ferrazzano X
Kirschbaum Perlman & Nagelberg
10.1 Main Street Trust, Inc. 2000 X
Stock Incentive Plan
23.1 Consent of McGladrey & Pullen X
LLP
23.2 Consent of Barack Ferrazzano Included in
Kirschbaum Perlman & Nagelberg Exhibit 5.1
24.1 Power of Attorney Included on the
Signature Page to
this Registration
Statement
</TABLE>
