<PAGE> 1
As Filed With the Securities and Exchange Commission on April 1, 1996
Registration No. 33-__________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
MAGNA GROUP, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 37-0996453
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Magna Place
1401 South Brentwood Boulevard
St. Louis, Missouri 63144-1401
(Address of Principal Executive Offices)
MAGNA GROUP, INC.
1996 DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
---------------
G. THOMAS ANDES
Chairman and Chief Executive Officer
Magna Group, Inc.
1401 South Brentwood Boulevard
St. Louis, Missouri 63144-1401
(Name and address of agent for service)
Telephone: (314) 963-2500
-------------------------
Copy to:
Gerard K. Sandweg, Jr., Esq.
Thompson Coburn
One Mercantile Center
St. Louis, Missouri 63101
Telephone: (314) 231-7676
--------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Title of each class of Amount to be Proposed Proposed maximum Amount of
securities to be registered registered maximum offering aggregate offering registration fee
price per unit <F2> price <F2>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $2.00 par value <F1> 100,000 $22.375 $2,237,500 $771.60
shares
====================================================================================================================================
<FN>
<F1> Includes one attached Preferred Share Purchase Right per share.
<F2> Estimated solely for the purposes of computing the Registration Fee
pursuant to the provisions of Rule 457(c), and based upon the average of the
high and low sales prices of Magna Group, Inc. Common Stock, $2.00 par value,
as reported by The Nasdaq Stock Market, Inc. on March 25, 1996.
</TABLE>
--------------------------
This Registration Statement shall become effective in accordance with the
provisions of Rule 462 promulgated under the Securities Act of 1933.
<PAGE> 2
The undersigned registrant hereby files this Registration Statement
on Form S-8 (the "Registration Statement") to register shares of Magna Group,
Inc. ("Magna") Common Stock, $2.00 par value, and attached Preferred Share
Purchase Rights of Magna, for issuance to optionees under the Magna Group,
Inc. 1996 Directors' Stock Option Plan (the "Plan").
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Magna with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:
(a) Magna's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) Magna's Current Report on Form 8-K dated January 24, 1996;
(c) The description of Magna Common Stock set forth in Magna's
Registration Statement on Form S-1 (File No. 2-96545) filed on
March 20, 1985, including any amendment or report filed for the
purpose of updating such description; and
(d) The description of Magna's Preferred Stock Purchase Rights set
forth in Item 1 of Magna's Registration Statement on Form 8-A,
filed November 11, 1988 (File No. 0-8234), including any amendment
or report filed for the purpose of updating such description.
All documents filed by Magna pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, and all amendments or supplements filed with respect to the documents
listed in (a), (b) or (c) above, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of filing of such document. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference 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 subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Copies of all documents incorporated by reference into this
Registration Statement, other than exhibits to such documents (unless the
exhibits are specifically incorporated by reference into such documents),
will be provided without charge to each person to whom a Prospectus with
respect to the Plan is delivered, upon oral or written request by such person
to Gary D. Hemmer, Executive Vice President, Administration, Magna Group,
Inc., One Magna Place, 1401 South Brentwood Boulevard, St. Louis, Missouri
63144-1401, telephone: (314) 963-2500.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Thompson Coburn, legal counsel to Magna, has rendered a legal opinion
with respect to the validity of the securities being registered hereby and
certain other legal matters. As of February 29, 1996, certain lawyers of the
firm beneficially owned an aggregate of 44,681 shares of Magna Common Stock.
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<PAGE> 3
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 102(b)(7) of the Delaware General Corporation Law ("DGCL")
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation
or its stockowners for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockowners, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for payments of unlawful dividends or unlawful stock
repurchases or redemptions or (iv) for any transaction from which the
director derived an improper personal benefit. Magna's Certificate of
Incorporation, as amended, contains such a provision.
Section 145 of the DGCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation -- a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement
of such action, and the statute requires court approval before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation. The statute provides that it is not exclusive of
other indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, shareowner vote, agreement or otherwise.
Article 12 of Magna's Certificate of Incorporation, as amended,
provides for the elimination of personal liability of directors of Magna to
Magna and its stockholders for monetary damages arising from certain breaches
of directors' duty of care. In addition, Article 12 provides for the
indemnification of persons who are or were directors, officers, employees and
agents of Magna or who are or were serving at the request of Magna in a
similar capacity with another enterprise or entity to the fullest extent
authorized by the DGCL. Article 12 also authorizes Magna to purchase
insurance for itself and indemnify persons against any expense, liability or
loss whether or not Magna would have the power to indemnify such expense,
liability or loss under the DGCL. Magna maintains a liability insurance
policy which indemnifies directors, officers, employees and agents of Magna.
As part of the acquisition of Landmark, Magna assumed Landmark's
obligations under indemnification agreements with Landmark's directors
(including certain directors who are currently directors of Magna) and
obligations under an employment agreement between Landmark and S. Lee Kling
(also a current director of Magna).
Item 8. Exhibits.
--------
See Exhibit Index located at page 8 hereof.
- 3 -
<PAGE> 4
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 this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this registration
statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
this registration statement or any material change to such
information in this registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
this 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.
(c) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders
that is incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.
- 4 -
<PAGE> 5
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, 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
Securities and Exchange Commission 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 director,
officer or controlling person of the registrant 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 Act and will be governed by the final
adjudication of such issue.
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<PAGE> 6
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Brentwood, State of
Missouri, on the 1st day of April, 1996.
MAGNA GROUP, INC.
By /s/ G. Thomas Andes
--------------------------------------
G. Thomas Andes, Chairman of the
Board and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Magna Group, Inc., hereby
severally and individually constitute and appoint G. Thomas Andes and Carolyn
B. Ryseff, and each of them, the true and lawful attorneys and agents of each
of us to execute in the name, place and stead of each of us (individually and
in any capacity stated below) any and all amendments to this Registration
Statement on Form S-8 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with
or without the others and to have full power and authority to do and perform
in the name and on behalf of each of the undersigned every act whatsoever
necessary or advisable to be done in the premises as fully and to all intents
and purposes as any of the undersigned might or could do in person, and we
hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents or each of them to any and all such amendments and
instruments.
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
/s/ G. Thomas Andes Chairman of the Board, April 1, 1996
- ------------------------------ Chief Executive
G. Thomas Andes Officer and Director
Principal Executive Officer
/s/ Ronald A. Buerges Senior Vice President, April 1, 1996
- ------------------------------ Corporate Finance and
Ronald A. Buerges Acting Chief Financial Officer
Principal Financial Officer--
Principal Accounting Officer
Director April -----, 1996
- ------------------------------
James A. Auffenburg, Jr.
- 6 -
<PAGE> 7
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
/s/ William E. Cribbin Director April 1, 1996
- ------------------------------
William E. Cribbin
/s/ Wayne T. Ewing Director April 1, 1996
- ------------------------------
Wayne T. Ewing
/s/ Donald P. Gallop Director April 1, 1996
- ------------------------------
Donald P. Gallop
/s/ C.E. Heilingenstein Director April 1, 1996
- ------------------------------
C.E. Heilingenstein
/s/ John G. Helmkamp, Jr. Director April 1, 1996
- ------------------------------
John G. Helmkamp, Jr.
/s/ Carl G. Hogan, Jr. Director April 1, 1996
- ------------------------------
Carl G. Hogan, Sr.
/s/ Franklin A. Jacobs Director April 1, 1996
- ------------------------------
Franklin A. Jacobs
Director April -----, 1996
- ------------------------------
Wendell J. Kelley
/s/ S. Lee Kling Director April 1, 1996
- ------------------------------
S. Lee Kling
/s/ Ralph F. Korte Director April 1, 1996
- ------------------------------
Ralph F. Korte
/s/ Robert E. McGlynn Director April 1, 1996
- ------------------------------
Robert E. McGlynn
Director April -----, 1996
- ------------------------------
Frank R. Trulaske, III
/s/ Dr. George T. Wilkins, Jr. Director April 1, 1996
- --------------------------------
Dr. George T. Wilkins, Jr.
</TABLE>
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<PAGE> 8
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit No. Page
- ----------- ----
<C> <S> <C>
4.1 Form of Indenture, including form of Note, between Magna and
Mark Twain Bank, as trustee, dated August 1, 1987 for the 7%
Convertible Subordinated Capital Notes Due 1999 (filed as
Exhibit 1 to Magna's Registration Statement on Form 8-A dated
June 15, 1988 (File No. 0-8234) and incorporated herein by
reference)
4.2 Indenture dated as of November 1, 1986 between Landmark
Bancshares Corporation (hereinafter "Landmark") and Centerre
Trust Company of St. Louis, regarding the issuance of
$17,250,000 principal amount of Landmark's 8-3/4% Convertible
Subordinated Debentures due November 1, 1998 (filed as Exhibit
4(c) to Landmark's Annual Report on Form 10-K for the year ended
December 31, 1986 (File No. 1-8810) and incorporated herein by
reference)
4.3 First Supplemental Indenture dated December 20, 1991 among
Magna, Magna Acquisition Corporation and Boatmen's National
Bank of St. Louis as successor to Centerre Trust Company of
St. Louis, Trustee, assuming the obligations of Landmark
under the Indenture dated November 1, 1986 (filed as Exhibit
4.2 to Magna's Current Report on Form 8-K dated December 20,
1991 (File No. 0-8234) and incorporated herein by reference)
4.4 Rights Agreement, including form of Right Certificate dated
as of November 11, 1988 between Magna and Magna Trust
Company, Trustee (filed as Exhibits 1 and 2 to Magna's
Registration Statement on Form 8-A dated November 11, 1988
(File No. 0-8234) and incorporated herein by reference)
5 Opinion of Thompson Coburn as to the legality of the
securities to be registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Thompson Coburn (contained in Exhibit 5)
24 Power of Attorney (contained on signature page)
99 Magna Group, Inc. 1996 Directors' Stock Option Plan
</TABLE>
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<PAGE> 1
Exhibit 5
[letterhead of Thompson Coburn]
April 1, 1996
Magna Group, Inc.
One Magna Place
1401 South Brentwood Boulevard
St. Louis, Missouri 63144-1401
Re: Registration Statement on Form S-8
Gentlemen:
We refer you to the Registration Statement on Form S-8 to be filed by
Magna Group, Inc. (the "Company"), on April 1, 1996 (the "Registration
Statement") with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended, pertaining to the proposed issuance by
the Company of up to 100,000 shares of the Company's common stock, $2.00 par
value (the "Shares"), in connection with the Magna Group, Inc. 1996
Directors' Stock Option Plan (the "Plan"). In rendering the opinions set
forth herein, we have examined such corporate records of the Company, such
laws and such other information as we have deemed relevant, including the
Company's Certificate of Incorporation, as amended and currently in effect,
and Bylaws, the resolutions adopted by the Company's Board of Directors
relating to the Plan, certificates received from state officials and statements
we have received from officers and representatives of the Company. In
delivering this opinion, the undersigned assume the genuineness of all
signatures; the authenticity of all documents submitted to us as originals; the
conformity to the originals of all documents submitted to us as certified,
photostatic or conformed copies; the authenticity of the originals of all such
latter documents; and the correctness of statements submitted to us by officers
and representatives of the Company.
Based solely on the foregoing, the undersigned is of the opinion that:
1. The Company has been duly incorporated and is validly existing
under the laws of the State of Delaware; and
2. The Shares, when issued pursuant to the Plan, will be duly
authorized, validly issued and fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Thompson Coburn
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus pertaining to the Magna Group, Inc. 1996
Directors' Stock Option Plan for the registration of 100,000 shares of its
common stock, of our report dated January 17, 1996, with respect to the
consolidated financial statements of Magna Group, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
St. Louis, Missouri
March 28, 1996
<PAGE> 1
Exhibit 99
MAGNA GROUP, INC.
1996 DIRECTORS' STOCK OPTION PLAN
SECTION 1. ESTABLISHMENT AND PURPOSE.
Magna Group, Inc. hereby establishes a stock option plan to be named the
Magna Group, Inc. 1996 Directors' Stock Option Plan, for certain directors of
the Company. The purpose of the Plan is: (i) to provide a non-cash method of
compensating directors that will directly promote the interests of the
stockholders because the rewards made available to the directors would be
directly related to the price of stock; and (ii) to aid the Company and its
subsidiaries in competing with other enterprises for the services of new
directors needed to help ensure the Company's continued progress.
SECTION 2. DEFINITIONS.
(a) ACT means the Securities Exchange Act of 1934, as amended from time
to time.
(b) ADMINISTRATOR means the Chief Financial Officer of the Company.
(c) AUTHORITY means the 100,000 shares of Stock authorized for issuance
pursuant to the Plan.
(d) BOARD OF DIRECTORS means the Board of Directors of the Company.
(e) CODE means the Internal Revenue Code of 1986, as amended and in effect
from time to time.
(f) COMPANY means Magna Group, Inc., a corporation organized and existing
under the laws of the State of Delaware.
(g) ELIGIBLE DIRECTOR means a director of the Company who is not otherwise
an officer or employee of the Company or of any subsidiary thereof.
(h) FAIR MARKET VALUE of a share of Stock means, for any particular date,
(i) for any period during which the Stock shall not be listed for
trading on a national securities exchange, but when the Stock is
authorized as a Nasdaq National Market security, the last transaction
price per share as quoted by The Nasdaq Stock Market (the ``Nasdaq''),
(ii) for any period during which the Stock shall not be listed for
trading on a national securities exchange or authorized as a Nasdaq
National Market security, but when the Stock is authorized as a Nasdaq
SmallCap Market security, the closing bid price as reported by the
Nasdaq, (iii) for any period during which the Stock shall be listed
for trading on a national securities exchange, the closing price per
share of Stock on such exchange as of the close of such trading day or
(iv) the market price per share of Stock as determined by a nationally
recognized investment banking firm selected by the Board of Directors
in the event neither (i), (ii) nor (iii) above shall be applicable. If
Fair Market Value is to be determined as of a day when the securities
markets are not open, the Fair Market Value on that day shall be the
Fair Market Value on the preceding day when the markets were open.
(i) OPTION means an option granted under this Plan to acquire Stock.
(j) OPTIONEE means the person to whom an Option is granted.
(k) OPTION AGREEMENT means an Agreement issued to each Eligible Director
with respect to each Option.
(l) OPTION DATE means the first business day after the annual meeting of
Stockholders of the Company.
(m) PERMITTED TRANSFEREE means either (i) an immediate family member of
the Optionee, (ii) a trust for the benefit of the immediate family
members of the Optionee or (iii) a partnership whose only partners are
immediate family members of the Optionee.
(n) PLAN means the Magna Group, Inc. 1996 Directors' Stock Option Plan.
1
<PAGE> 2
(o) POST-DEATH REPRESENTATIVE(S) means the executor(s) or admini-
strator(s) of the Optionee's estate or the person or persons to whom
the Optionee's rights under his or her Option pass by Optionee's will
or the laws of descent and distribution.
(p) RULE 16B-3 means Rule 16b-3 promulgated by the Securities and Exchange
Commission under the Act, as amended from time to time or any
successor rule.
(q) STOCK means authorized and unissued shares of common stock, $2.00 par
value, of the Company or reacquired shares of the Company's common
stock held in its treasury.
Generally, terms used herein shall have the meanings which they have under
Section 422 of the Code and regulations thereunder and, except to the extent
contrary to such Section or regulations, under Rule 16b-3.
SECTION 3. ADMINISTRATION.
The Plan shall be administered on behalf of the Company by the
Administrator. The Administrator may adopt, amend and rescind from time to time
such administrative rules, and may take from time to time such actions, with or
without notice to affected Optionees or Permitted Transferees, as the case may
be, as the Administrator may deem appropriate to implement or interpret the
provisions of this Plan or to exercise any authority, discretion or power
explicitly or implicitly granted to the Administrator under this Plan, provided
that no such rules or actions may be inconsistent with the provisions of this
Plan or Rule 16b-3, or any successor rule, under the Act (in the case of
Optionees affected thereby). The Administrator may make rules or take action
pursuant to this Section by any appropriate means.
SECTION 4. SHARES RESERVED UNDER THE PLAN.
(a) The maximum numbers of shares of Stock which may be issued in
connection with Options granted hereunder is 100,000. At any time during
the existence of the Plan, there shall be reserved for issuance upon the
exercise of Options granted under the Plan an amount of Stock (subject to
adjustment as provided in Section 10 hereof) equal to 100,000 shares less
the total number of shares issued pursuant to all such exercises which
shall have been made prior to such time. The Company in its discretion
may use reacquired shares held in the treasury in lieu of authorized but
unissued shares.
(b) When an Option is granted, the total number of shares of Stock
issuable upon complete exercise thereof shall be charged against the
maximum number of shares of the Authority. When the Option is exercised, no
additional charge shall be made against the Authority. If an exercise price
is paid in shares of Stock owned by the Optionee or the Permitted
Transferee, as the case may be, such shares shall not be added to the
Authority.
(c) If an Option terminates in whole or in part, by expiration or for
any other reason except exercise of such Option, the shares previously
charged to the Authority upon grant of the Option shall be restored to the
Authority, and shall again be available for issuance under the Authority,
for so long as such Authority continues, as if such shares had never been
subject to an Option.
SECTION 5. GRANTING OF OPTIONS.
Each person who is an Eligible Director on the Option Date in 1996, and in
each subsequent year on the Option Date, shall receive an Option to acquire
1,000 shares of Stock at the Fair Market Value on such date.
SECTION 6. TERMS OF OPTIONS.
Notwithstanding any other provision of the Plan, each Option shall be
evidenced by an Option Agreement, which shall include the substance of the
following terms and conditions:
(a) The option price for each share of Stock covered by an Option shall
be an amount equal to 100% of the Fair Market Value of a share of Stock on
the Option Date of such Option.
(b) The Option by its terms shall not be transferable by the Optionee
otherwise than by will or by the laws of descent and distribution;
provided, however, an Option may be transferred, without consideration, to
a Permitted
2
<PAGE> 3
Transferee. The designation of a beneficiary does not constitute a
transfer. The Option shall be exercisable, during the Optionee's lifetime,
only by the Optionee or a Permitted Transferee, as the case may be.
(c) With respect to Options granted in 1996, the Option by its terms
shall not be exercisable during the first year after the date of grant.
Each such Option shall become exercisable at the rate of one-third of the
number of shares subject thereto on the first anniversary of the date of
grant and the remainder of the Option shall become exercisable on the
second anniversary of the date of grant. Options granted in 1997 shall not
be exercisable during the first year after the date of grant; however, such
Options shall become fully exercisable on the first anniversary of the date
of grant. Options granted in 1998 or thereafter shall be fully exercisable
as of the date of grant. No Option shall be exercisable after the
expiration of ten years from the Option Date. Notwithstanding the
foregoing, if the Optionee dies before their service as a director
terminates, the Option shall be exercisable as to all Shares, to the extent
not previously exercised.
(d) The Option shall not be exercisable after the earlier of (i) the
last day of the twenty-fourth month after the month in which the Optionee's
service as a director terminates for any reason or (ii) the expiration of
ten years from the Option Date.
SECTION 7. NO RIGHT TO REMAIN A DIRECTOR.
The grant of an Option shall not create any right in any person to remain
as a director of the Company.
SECTION 8. EXERCISE OF OPTIONS.
(a) An Option shall be exercisable only (1) upon payment to the Company
on the exercise date of cash in the full amount of the option price of the
shares with respect to which the Option is exercised, (2) upon delivery to
the Company on the exercise date of certificates representing shares of
Stock, owned by the Optionee or the Permitted Transferee, as the case may
be, and registered in the Optionee's or the Permitted Transferee's name, as
the case may be, having a Fair Market Value, on the date of such exercise
and delivery, equal to the full amount of the purchase price of the shares
with respect to which the Option is exercised or (3) a combination of (1)
and (2).
(b) An Optionee or Permitted Transferee, as the case may be, shall have
none of the rights of a stockholder with respect to shares of Stock subject
to the Option until shares of Stock are issued to them upon the exercise of
an Option.
SECTION 9. GENERAL PROVISIONS.
The Company shall not be required to issue or deliver any certificate for
shares of Stock to an Optionee or Permitted Transferee, as the case may be,
upon the exercise of an Option prior to:
(a) if requested by the Company, the filing with the Company by the
Optionee, the Permitted Transferee or the Optionee's Post-Death
Representative, as the case may be, of a representation in writing that at
the time of such exercise it is their then present intention to acquire the
shares of Stock being purchased for investment and not for resale, and/or
the completion of any registration or other qualification of such shares of
Stock under any state or Federal laws or rulings or regulations of any
governmental regulatory body, which the Company shall determine to be
necessary or advisable; and
(b) the obtaining of any other consent, approval or permit from any
state or Federal governmental agency which the Administrator shall, in the
Administrator's absolute discretion upon the advice of counsel, determine
to be necessary or advisable.
SECTION 10. ADJUSTMENT PROVISIONS.
In the event any stock dividend is declared upon the Stock or in the event
outstanding shares of Stock shall be changed into or exchanged for a different
number, class or kind of shares of Stock or other securities of the Company or
of another corporation, whether by reason of a split or combination of shares,
recapitalization, reclassification, reorganization, merger, consolidation or
otherwise, the maximum number of shares of Stock which may be charged against
the Authority shall be appropriately and proportionately adjusted and in any
such event a corresponding
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adjustment shall be made changing the number, class or kind of shares of Stock
or other securities which are deliverable upon the exercise of any Option
theretofore granted without change in the total price applicable to the
unexercised portion of such Option, but with a corresponding adjustment in the
price for each share of stock or other securities covered by the unexercised
portion of such Option. In the event the Company is merged, consolidated or
reorganized with another corporation, appropriate provision shall be made for
the continuance of outstanding Options with respect to shares of the succeeding
parent corporation following a merger, or with respect to shares of the
consolidated or reorganized corporation in the case of a consolidation or
reorganization, and to prevent their dilution or enlargement compared to the
total shares issuable therein in respect of the Stock. Adjustments under this
Section 10 shall be made in an equitable manner by the Administrator, whose
determination shall be conclusive and binding on all concerned.
SECTION 11. DURATION, AMENDMENT AND TERMINATION.
The Board of Directors may at any time terminate the Plan or make such
amendments thereof as it shall deem advisable and in the best interests of the
Company, without further action on the part of the Stockholders of the Company;
provided, however, that no such termination or amendment shall, without the
consent of the Optionee or Permitted Transferee, as the case may be, adversely
affect or impair the rights of such Optionee or Permitted Transferee, as the
case may be, and provided further, that, unless the Stockholders of the Company
shall have first approved thereof, no material amendment of this Plan shall be
made, including, but not limited to, any amendment whereby: (a) the total
number of shares of Stock which may be granted under the Plan to all
individuals, or to any of them, shall be increased, except by operation of the
adjustment provisions of Section 10 hereof; (b) the authority to administer the
Plan by the Chief Financial Officer of the Company shall be withdrawn; (c) the
term of the Options shall be extended; (d) the minimum option price shall be
decreased; or (e) the class of eligible persons to whom Options may be granted
shall be changed; provided further, however, that the provisions relating to
eligible persons, the amount and price of awards and the timing of awards may
not be amended more than once every six months except to comport with changes
in the Code or the Employee Retirement Income Security Act of 1974, as amended,
or the rules thereunder.
The period during which Options may be granted under the Authority shall
terminate on April 30, 2006, unless the Plan earlier shall have been terminated
as provided above.
SECTION 12. DATE OF GRANTING OPTIONS.
All Options granted under the Plan shall be granted as of an Option Date.
Within ten business days after each Option Date, the Company shall notify the
Optionee of the grant of the Option and shall hand deliver or mail to the
Optionee an Option Agreement, duly executed by and on behalf of the Company,
with the request that the Optionee execute the Option Agreement within thirty
days after the date of mailing or delivery by the Company of the Option
Agreement to the Optionee. If the Optionee shall fail to execute the written
Option Agreement within said thirty day period, the Option shall be
automatically terminated, except that if the Optionee dies within such thirty
day period, such Option Agreement shall be effective notwithstanding the fact
that it has not been signed prior to death.
SECTION 13. STOCKHOLDER APPROVAL.
The Plan with respect to the Authority is to be submitted for approval by
the Stockholders of the Company on May 1, 1996, and shall be effective only
upon receiving such approval.
SECTION 14. MISCELLANEOUS.
(a) Subject to the provisions of applicable federal law, the Plan shall
be administered, construed and enforced according to the internal laws of
the State of Missouri, excluding its conflict of law rules, and applicable
federal law and in courts situated in the State of Missouri.
(b) The invalidity of any particular clause, provision or covenant
herein shall not invalidate all or any part of the remainder of the Plan,
but such remainder shall be and remain valid in all respects as fully as
the law will permit.
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