As filed with the Securities and Exchange Commission on May 5, 1995
Registration No.33-______
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
----------------------------------------
PREMIER FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2852290
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
27 West Main Street, Suite 101
Freeport, Illinois 61032
(Address of principal executive offices, including zip code)
PREMIER FINANCIAL SERVICES, INC.
1995 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
David L. Murray
Executive Vice President
Premier Financial Services, Inc.
27 West Main Street, Suite 101
Freeport, Illinois 61032
(Name and address of agent for service)
(815) 233-3671
(Telephone number, including area code, of agent for service)
With a copy to:
Shirley M. Lukitsch
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606
(312) 258-5602
-----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Amount to be offering price aggregate offering registration
Title of Securities to be Registered registered per share <F1> price <F1> fee <F1>
------------------------------------ ------------ ---------------- ------------------ ---------------
<S> <C> <C> <C> <C>
Common Stock,
par value $5.00 per share 200,000 $7.875 $1,575,000 $543.11
<FN>
<F1> Estimated on the basis of $7.875 per share, the average of the high and low sales prices as quoted on The
Nasdaq Stock Market's National Market on April 28, 1995, pursuant to Rule 457(h) and 457(c).
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Premier
Financial Services, Inc. (the "Registrant") are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1995; and
(c) The description of the Registrant's Common Stock, par value
$5.00 per share, contained in the Registrant's Registration
Statement on Form S-14, as filed with the Securities and
Exchange Commission (the "Commission"), effective March 26,
1976.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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 herein and to be a part hereof from the date
of filing of such documents.
Any statement contained herein or in a document incorporated
by reference 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 such statement is modified or superseded
by any other subsequently filed document which is incorporated or is
deemed to be incorporated by reference herein. 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the General Corporation Law of the State of Delaware
(the "Delaware Law"), directors and officers as well as other
employees and individuals may be indemnified 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 company,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar
standard of care is applicable in the case of derivative actions,
except that indemnification only extends to expenses (including
attorney's fees) incurred in connection with the defense or settlement
of such an action, and the Delaware Law requires court approval before
there can be any indemnification where the person seeking
indemnification has been found liable to the company.
Article Eighth of the Restated Certificate of Incorporation
of the Registrant provides that the Registrant shall indemnify each
person who is or was a director or officer of the Registrant to the
full extent permitted by the Delaware Law.
Article VI of the Restated By-laws of the Registration
("Article VI") provides that to the extent permitted by the Delaware
Law, the Registrant shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the Registrant) by reason of the fact that such person is or
was a director or officer of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the Registrant, and
with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
Article VI provides that to the extent permitted by the
Delaware Law, the Registrant shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Registrant to
procure a judgment in its favor by reason of the fact that he is or
3
<PAGE>
was a director or officer of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Registrant and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Registrant unless
and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
Article VI provides that any indemnification set forth above
(unless ordered by a court) shall be made by the Registrant only upon
a determination in the specific case that indemnification of the
director or officer is proper in the circumstances because he has met
the applicable standard of conduct. Such determination shall be made
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable and a quorum of disinterested directors so directs, by
independent legal counsel (compensated by the Registrant) in a written
opinion, or (3) by the stockholders.
Article VI provides that to the extent a director, officer,
employee or agent of the Registrant has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to
above, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.
Article VI provides that expenses incurred in defending
against a civil, criminal, administrative or investigative action,
suit or proceeding, or the threat thereof, may be paid by the
Registrant in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors, whether a
disinterested quorum exists or not, upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount if it
shall ultimately be determined that he is not entitled to be
indemnified by the Registrant. The indemnification and advancement of
expenses shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be
entitled under any agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office. The
indemnification and advancement of expenses provided by Article VI
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person. Finally,
Article VI provides that the Registrant may purchase and maintain
4
<PAGE>
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Registrant, or is or was serving at the
request of the Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such,
whether or not the Registrant would have the power to indemnify him
against such liability under the provisions of Article VI or of the
Delaware Law.
The Registrant has insurance which, subject to certain
policy limits, deductible amounts and exclusions, insures directors
and officers of the Registrant for liabilities incurred as a result of
acts committed in their capacity as directors and officers or claims
made against them by reason of their status as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference
herein are set forth in the Exhibit Index filed as part of this
registration statement on page 8 hereof.
ITEM 9. UNDERTAKINGS.
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 the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 15(d) of the Securities
5
<PAGE>
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.
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 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.
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.
6
<PAGE>
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 Freeport, State of Illinois, on this 27th
day of April, 1995.
PREMIER FINANCIAL SERVICES, INC.
(Registrant)
By: /s/ Richard L. Geach
-----------------------------
Richard L. Geach
President and Chief Executive
Officer
POWER OF ATTORNEY
-----------------
Each person whose signature appears below appoints Richard
L. Geach and David L. Murray or either of them, as such person's true
and lawful attorneys to execute in the name of each such person, and
to file, any amendments to this registration statement that either of
such attorneys may deem necessary or desirable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and
Exchange Commission with respect thereto, in connection with the
registration of the shares of Common Stock that are subject to this
registration statement, which amendments may make such changes in such
registration statement as either of the above-named attorneys deems
appropriate, and to comply with the undertakings of the Registrant
made in connection with this registration statement; and each of the
undersigned hereby ratifies all that either of said attorneys will do
or cause to be done by virtue hereof.
7
<PAGE>
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard L. Geach President, Chief Executive April 27, 1995
------------------------------------------- Officer and Director
Richard L. Geach (Principal Executive Officer)
/s/ David L. Murray Executive Vice President, April 27, 1995
------------------------------------------- Chief Financial Officer
David L. Murray and Director
(Principal Financial and
Accounting Officer)
/s/ Donald E. Bitz Director April 27, 1995
-------------------------------------------
Donald E. Bitz
/s/ R. Gerald Fox Director April 27, 1995
-------------------------------------------
R. Gerald Fox
/s/ Charles M. Luecke Director April 27, 1995
-------------------------------------------
Charles M. Luecke
/s/ Edward G. Maris Director April 27, 1995
-------------------------------------------
Edward G. Maris
/s/ H. Barry Musgrove Director April 27, 1995
-------------------------------------------
H. Barry Musgrove
/s/ Joseph C. Piland Director April 27, 1995
-------------------------------------------
Joseph C. Piland
</TABLE>
8
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
-------- ----------- --------------
4.1 Premier Financial Services, Inc.
1995 Non-Qualified Stock Option Plan 10
5 Opinion of Schiff Hardin & Waite. 20
23.1 Consent of KPMG Peat Marwick LLP. 21
23.2 Consent of Schiff Hardin & Waite
(contained in their opinion filed
as Exhibit 5).
24 Powers of Attorney (contained on
the signature pages hereto).
9
EXHIBIT 4.1
/////////////////////////////////////////////
/ /
/ PREMIER FINANCIAL SERVICES, INC. /
/ 1995 NON-QUALIFIED STOCK OPTION PLAN /
/ /
/////////////////////////////////////////////
10
<PAGE>
PREMIER FINANCIAL SERVICES, INC.
1995 NON-QUALIFIED STOCK OPTION PLAN
------------------------------------
SECTION 1. Establishment. PREMIER FINANCIAL SERVICES, INC. (the
"Company"), a Delaware corporation, hereby establishes the Premier
Financial Services, Inc. 1995 Non-Qualified Stock Option Plan (the
"Plan") pursuant to which key employees of the Company and its
Subsidiaries may be granted options to purchase shares of common stock
of the Company, par value $5.00 per share ("Common Stock").
SECTION 2. Purpose. The purpose of the Plan is to provide a
means whereby key employees of the Company or any Subsidiary may be
given the opportunity to purchase stock of the Company through options
to acquire Common Stock. The Plan is intended to advance the
interests of the Company by encouraging stock ownership or additional
stock ownership by key employees of the Company or any Subsidiary and
to advance the interests of the Company by strengthening its ability
to hire and retain highly qualified personnel, and to give such
personnel added incentive to devote themselves to the future success
of the Company. Options granted under this Plan ("Options") are not
intended to qualify as incentive stock options within the meaning of
Section 422 of the Internal Revenue Code.
SECTION 3. Eligibility. All key employees of the Company or any
of its Subsidiaries, who have substantial management responsibilities
and are employed at the time of the adoption of this Plan or
thereafter, shall be eligible to be granted Options to purchase shares
of Common Stock under this Plan. Whether a key employee becomes an
Optionee under this Plan shall be determined in accordance with
Section 6. A "Subsidiary" is any entity of which the Company is the
direct or indirect owner of not less than eighty percent (80%) of all
issued and outstanding equity interests.
SECTION 4. Number of Shares Covered by Options. The total
number of shares of Common Stock that may be issued and sold pursuant
to Options granted under this Plan initially shall be 200,000. The
total number of shares of Common Stock that may be available for
Options under the Plan shall be adjusted on January 1 of each calendar
year, within the Applicable Period (as defined below), so that the
total number of shares of Common Stock that may be issued and sold
under the Plan as of January 1 of each calendar year within the
Applicable Period shall be equal to four percent (4%) of the
outstanding shares of Common Stock of the Company on such date;
provided, however, that no such adjustment shall reduce the total
number of shares of Common Stock that may be issued and sold under the
Plan below 200,000. For purposes of the preceding sentence,
Applicable Period shall be the ten-year period commencing on January
1, 1995 and ending on December 31, 2004. The Stock to be optioned
11
<PAGE>
under the Plan may be either authorized and unissued shares or issued
shares that shall have been reacquired by the Company. Such shares
are subject to adjustment in accordance with the provisions of Section
8 hereof. The shares involved in the unexercised portion of any
terminated or expired Options under the Plan may again be Optioned
under the Plan.
SECTION 5. Administration. The Plan shall be administered by
the Compensation Committee of the Board of Directors of the Company
(the "Committee"). The Committee shall be comprised of two (2) or
more members of the Board. All members of the Committee shall satisfy
the "disinterested" administration requirements set forth in Rule 16b-
3 promulgated under the Securities Exchange Act of 1934, as amended
(the "1934 Act"), or any successor rule or regulation. If at any time
any member of the Committee does not satisfy such disinterested
administration requirements, no Options shall be granted under this
Plan to any person until such time as all members of the Committee
satisfy such requirements. No person who is an officer or employee of
the Company or any Subsidiary shall be a member of the Committee.
No person, other than members of the Committee, shall have any
authority concerning decisions regarding the Plan. Subject to the
express provisions of this Plan, the Committee shall have sole
discretion concerning all matters relating to the Plan and Options
granted hereunder. The Committee, in its sole discretion, shall
determine the key employees of the Company and its Subsidiaries to
whom, and the time or times at which Options will be granted, the
number of shares to be subject to each Option, the expiration date of
each Option, the time or times within which the Option may be
exercised, the cancellation of the Option (with the consent of the
holder thereof) and the other terms and conditions of the grant of the
Option. The terms and conditions of the Options need not be the same
with respect to each Optionee or with respect to each Option.
The Committee may, subject to the provisions of the Plan,
establish such rules and regulations as it deems necessary or
advisable for the proper administration of the Plan, and may make
determinations and may take such other action in connection with or in
relation to the Plan as it deems necessary or advisable. Each
determination or other action made or taken pursuant to the Plan,
including interpretation of the Plan and the specific terms and
conditions of the Options granted hereunder by the Committee shall be
final and conclusive for all purposes and upon all persons including,
but without limitation, the Company, its Subsidiaries, the Committee,
the Board, officers and the affected employees of the Company and/or
its Subsidiaries and their respective successors in interest.
SECTION 6. Granting of Options. Subject to the provisions of
this Plan, the Committee may, within ten years from the date this Plan
is adopted from time to time grant Options to any key employee
("Optionee") for such number of shares of Common Stock and upon such
terms and conditions as in the judgment of the Committee shall be
12
<PAGE>
desirable. Nothing contained in this Plan shall be deemed to give any
employee any right to be granted an Option to purchase shares of
Common Stock except to the extent and upon such terms and conditions
as may be determined by the Committee.
SECTION 7. Terms of Options. Each Option granted under this
Plan shall be evidenced by an agreement ("Stock Option Agreement")
that shall be executed by the President of the Company and by the key
employee to whom such Option is granted, and shall be subject to the
following terms and conditions:
(a) The price at which each share of Common Stock covered by
each Option may be purchased shall be determined in each case on
the date of grant by the Committee, but shall not be less than
the Fair Market Value of shares of Common Stock at the time the
Option is granted. For purposes of this Section, the "Fair
Market Value" of shares of Common Stock on the date of grant
shall be: (i) the average of the high and low sales prices per
share of Common Stock as reported on the National Association of
Securities Dealers Automated Quotations, National Market System
("NASDAQ-NMS") on the date of grant; or (ii) if no sales are
reported for such date, the average of the bid and asked prices
per share of Common Stock as quoted on the NASDAQ-NMS on the date
of grant, or as otherwise determined by the Committee in its
discretion.
(b) Except as otherwise provided in the Plan or in any Option
Agreement, the Optionee shall pay the purchase price of the
shares of Common Stock upon exercise of any Option: (i) in cash;
(ii) in cash received from a broker-dealer to whom the Optionee
has submitted an exercise notice consisting of a fully endorsed
Option (however, in the case of an Optionee subject to Section 16
of the 1934 Act, this payment Option shall only be available to
the extent such insider complies with Regulation T issued by the
Federal Reserve Board); (iii) by delivering shares of Common
Stock having an aggregate Fair Market Value on the date of
exercise equal to the Option exercise price; (iv) by directing
the Company to withhold such number of shares of Common Stock
otherwise issuable upon exercise of such Option having an
aggregate Fair Market Value on the date of exercise equal to the
Option exercise price; (v) by such other medium of payment as the
Committee, in its discretion, shall authorize at the time of
grant; or (vi) by any combination of (i), (ii), (iii), (iv) and
(v). In the case of an election pursuant to (i) or (ii) above,
cash shall mean cash or a check issued by a federally insured
bank or savings and loan, and made payable to the Company. In
the case of payment pursuant to (ii), (iii) or (iv) above, the
Optionee's election must be made on or prior to the date of
exercise and shall be irrevocable. In the case of an Optionee
who is subject to Section 16 of the 1934 Act and who elects
payment pursuant to (iv) above, the election must be made in
writing either: (A) within the ten (10) business days beginning
13
<PAGE>
on the third business day following release of the Company's
quarterly or annual summary of earnings and ending on the twelfth
business day following such day; or (B) at least six (6) months
prior to the date of exercise of such Option. In lieu of a
separate election governing each exercise of an Option, an
Optionee may file a blanket election with the Committee which
shall govern all future exercises of Options until revoked by the
Optionee. The Company shall issue, in the name of the Optionee,
stock certificates representing the total number of shares of
Common Stock issuable pursuant to the exercise of any Option as
soon as reasonably practicable after such exercise, provided that
any shares of Common Stock purchased by an Optionee through a
broker-dealer pursuant to clause (ii) above shall be delivered to
such broker-dealer in accordance with 12 C.F.R. Sect. 220.3(e)(4)
or other applicable provision of law.
(c) Each Stock Option Agreement shall provide that such Option
may be exercised by the Optionee in such parts and at such times
as may be specified in such Agreement. Any Option granted
hereunder shall expire not later than the first to occur of the
following:
(i) The expiration of ten years from the date such Option
is granted (hereinafter called the "Option Period").
(ii) The expiration of three months after the date of
either: (A) the retirement of the Optionee under any
retirement plan of the Company or any Subsidiary; or (B) the
termination of the employment of the Optionee with the
Company or any Subsidiary due to total and permanent
disability. The Committee of the Company may provide by
resolution, however, that any terms of this subparagraph
(ii) of paragraph (c) shall not apply to any Option or
portion of an Option.
(iii) The expiration of the period of six months after
the date of the Optionee's death.
(iv) The expiration of the Option Period, by the person or
persons entitled to do so under the Optionee's will, or, if
the Optionee shall fail to make testamentary disposition of
said Option, or shall die intestate, by the Optionee's legal
representative or representatives.
(v) The termination of employment of the Optionee with the
Company or any Subsidiary for a reason other than those
expressed in subparagraphs (ii) and (iii) of this paragraph
(c).
(d) Notwithstanding anything herein to the contrary, no Option
granted under the Plan prior to approval of the Plan by the
stockholders may be exercised before such approval, and in the
14
<PAGE>
event this Plan is disapproved by the stockholders, then any
Option granted hereunder shall become null and void.
(e) Each Option and right granted under this Plan shall by its
terms be non-transferable by the Optionee except to their trust,
by will or by the laws of descent and distribution, or pursuant
to a qualified domestic relations order (as defined in the
Employee Retirement Income Security Act of 1974, as amended), and
each Option or right shall be exercisable during the Optionee's
lifetime only by him. Notwithstanding the preceding sentence, an
Option Agreement may permit an Optionee, at any time prior to his
death, to assign all or any portion of an Option granted to him
to: (i) his spouse or lineal descendant; (ii) the trustee of a
trust for the primary benefit of his spouse or lineal descendant;
or (iii) a partnership of which his spouse and lineal descendants
are the only partners. In such event, the spouse, lineal
descendant, trustee or partnership will be entitled to all of the
rights of the Optionee with respect to the assigned portion of
such Option, and such portion of the Option will continue to be
subject to all of the terms, conditions and restrictions
applicable to the Option, as set forth herein and in the related
Option Agreement immediately prior to the effective date of the
assignment. Any such assignment will be permitted only if:
(i) the Optionee does not receive any consideration therefore;
and (ii) the assignment is expressly permitted by the applicable
Agreement as approved by the Committee. Any such assignment
shall be evidenced by an appropriate written document executed by
the Optionee, and a copy thereof shall be delivered to the
Company on or prior to the effective date of the assignment.
(f) The Stock Option Agreement entered into pursuant hereto may
contain such other terms, provisions and conditions not
inconsistent herewith as shall be determined by the Committee
including, without limitation, provisions: (i) requiring the
giving of satisfactory assurances by the Optionee that the shares
are purchased for investment and not with a view to resale in
connection with the distribution of such shares, and will not be
transferred in violation of applicable securities laws; (ii)
restricting the transferability of such shares during a specific
period; and (iii) requiring the resale of such shares to the
Company at the Option price if the employment of the Optionee
terminates prior to a specified time.
SECTION 8. Adjustment of Number of Shares. In the event that a
dividend shall be declared upon the shares of Common Stock payable in
shares of Common Stock, the number of shares of Common Stock then
subject to any Option granted hereunder and the number of shares
reserved for issuance pursuant to this Plan but not yet covered by an
Option, shall be adjusted by adding to each of such shares the number
of shares which would be distributable thereon if such share had been
outstanding on the date fixed for determining the stockholders
entitled to receive such stock dividend. In the event that the
15
<PAGE>
outstanding shares of Common Stock shall be changed into or exchanged
for a different number or kind of shares of stock or other securities
of the Company or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of
shares, merger or consolidation then there shall be substituted for
each share of Common Stock subject to any such Option and for each
share of Common Stock reserved for issuance pursuant to the Plan but
not yet covered by an Option, the number and kind of shares of stock
or other securities into which each outstanding share of Common Stock
shall be so changed or for which each such share shall be exchanged;
provided, however, that in the event that such change or exchange
results from a merger or consolidation, and in the judgment of the
Committee such substitution cannot be effected or would be
inappropriate, or if the Company shall sell all or substantially all
of its assets, the Company shall use reasonable efforts to effect some
other adjustment of each then outstanding Option which the Committee,
in its sole discretion, shall deem equitable. In the event that there
shall be any change, other than as specified above in this Section 8,
in the number of kind of outstanding shares of Common Stock, then if
the Committee shall determine that such change equitably requires an
adjustment in the number or kind of shares theretofore reserved for
issuance pursuant to the Plan but not yet covered by an Option and of
the shares of Common Stock then subject to an Option or Options, such
adjustment shall be made by the Committee and shall be effective and
binding for all purposes of this Plan and of each Stock Option
Agreement. In the case of any such substitution or adjustment as
provided for in this Section, the Option price in each Stock Option
Agreement for each share covered thereby prior to such substitution or
adjustment will be the Option price for all shares of stock or other
securities which shall have been substituted for such shares or to
which such share shall have been adjusted pursuant to this Section.
No adjustment or substitution provided for in this Section 8 shall
require the Company, in any Stock Option Agreement, to sell a
fractional share, and the total substitution or adjustment with
respect to each Stock Option Agreement shall be limited accordingly.
SECTION 9. Amendments. This Plan may be terminated or amended
from time to time by vote of the Board of Directors, without the
approval of the stockholders of the Company to the extent allowed by
law; provided, however, that no Plan amendment shall be effective
until approved by the stockholders of the Company insofar as
stockholder approval thereof is required in order for the Plan to
continue to satisfy the requirements of Rule 16b-3 under the 1934 Act.
No amendment or termination of the Plan shall in any manner
affect any Option theretofore granted without the consent of the
Optionee, except that the Board of Directors may amend the Plan in a
manner that does affect Options theretofore granted upon a finding by
the Board of Directors that such amendment is in the best interest of
holders of outstanding Options affected thereby.
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SECTION 10. Change in Control. Notwithstanding the provisions
of the Plan or any Option Agreement evidencing Options granted
hereunder upon a Change in Control of the Company (as defined below)
all outstanding Options shall become fully exercisable and all
restrictions thereon shall terminate in order that Optionees may fully
realize the benefits thereunder. Further, in addition to the
Committee's authority set forth in Section 5, the Committee, as
constituted before such Change in Control, is authorized, and has sole
discretion, as to any Option, either at the time such Option is
granted hereunder or any time thereafter, to take any one or more of
the following actions: (a) provide for the purchase of any such
Option, upon the Optionee's request, for an amount of cash equal to
the difference between the exercise price and the then Fair Market
Value of the Common Stock covered thereby had such Option been
currently exercisable; (b) make such adjustment to any such Option
then outstanding as the Committee deems appropriate to reflect such
Change in Control; and (c) cause any such Option then outstanding to
be assumed, by the acquiring or surviving corporation, after such
Change in Control.
For purposes of this Plan, a "Change in Control" of the Company
shall be deemed to have occurred if or upon:
(a) The direct or indirect acquisition by a person, corporation
or other entity or group (within the meaning of Section 13(d)(3)
of the 1934 Act, and the rules and regulations thereunder)
thereof (an "Acquirer"), of the beneficial ownership (within the
meaning of Section 13(d)(1) of the 1934 Act and the rules and
regulations thereunder) of shares of the Company which shall
result in the Acquirer having more than 20% of the votes that are
entitled to be cast at meetings of stockholders of the Company;
or
(b) Continuing Directors cease to comprise a majority of the
Board of Directors of the Company (the "Board"), for which
purpose a "Continuing Director" shall mean (i) any individual who
is (or was) a member of the Board on (or prior to) January 1,
1995, and (ii) any individual who thereafter becomes a member of
the Board (A) who is not an Acquirer described in clause (i)
above or on affiliate or associate or representative of such
Acquirer, and (B) whose nomination for election or election, to
the Board is recommended or approved by resolution of a majority
of the Continuing Directors then members of the Board, or who was
included as a nominee in a proxy statement of the Company
distributed when a majority of the Board consists of Continuing
Directors.
The Board of Directors may otherwise accelerate the Commencement Date
for the Exercise Period (as such terms are defined in the applicable
Option Agreement) of an Option or any part thereof at such other times
or upon such other occasions, including, but not limited to,
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<PAGE>
anticipation of an event described in Section 6 of the Plan, as the
Board of Directors in its sole discretion determines is appropriate.
SECTION 11. Effective Date. The Plan was adopted by the Board
of Directors of the Company on January 26, 1995, and authorized for
submission to the stockholders of the Company. If the Plan is
approved by the affirmative vote of a majority of the shares of the
voting stock of the Company entitled to be voted by the holders of
stock represented at a duly held stockholders' meeting, it shall be
deemed to have become effective as of January 26, 1995. Options may
be granted under the Plan prior, but subject, to approval of the Plan
by stockholders of the Company and, in each such case, the date of
grant shall be determined without reference to the date of approval of
the Plan by the stockholders of the Company.
SECTION 12. Termination. The Plan shall terminate as of
December 31, 2004; provided however, that the Board of Directors may
terminate the Plan at any time prior thereto. Termination of the Plan
shall not impair any of the rights or obligations under any Option
granted under the Plan without the consent of the Optionee.
SECTION 13. Employment Status. The transfer of employment from
the Company to a Subsidiary of the Company, or from a Subsidiary to
the Company, or from a Subsidiary to another Subsidiary, shall not
constitute a termination of employment for the purpose of the Plan.
Options granted under the Plan shall not be affected by any change of
status in connection with the employment of the Optionee or by leave
of absence authorized by the Company or a Subsidiary.
SECTION 14. Proceeds from Sale of Stock. Proceeds from the sale
of Common Stock issued upon the exercise of Options granted pursuant
to the Plan shall be added to the general funds of the Company.
SECTION 15. Exemption from Liability. The members of the
Committee and of the Board of Directors of the Company and each of
them, shall be free from all liability, joint or several, for their
acts, omissions and conduct, and for the acts, omissions and conduct
of their duly constituted agents, in carrying out the responsibilities
of said Board of Directors under the Plan, and the Company shall
indemnify and save them and each of them harmless from the effects and
consequences of their acts, omissions and conduct in their official
capacity, except to the extent that such effects and consequences
shall result from their own willful misconduct.
No member of the Committee shall, in the absence of bad faith, be
liable for any act or omission with respect to service on the
Committee. Service on the Committee shall constitute service as a
Director of the Company so that members of the Committee shall be
entitled to indemnification pursuant to the Company's Certificate of
Incorporation and By-Laws.
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<PAGE>
SECTION 16. Right to Repurchase. In the event a person who has
acquired Common Stock pursuant to an Option granted under the Plan
offers to sell shares of such Stock, the Company shall have the first
right of purchase. Such person shall make a written offer to the
Company and the Company shall have first right of purchase, and if it
exercises this right, and so long as its stock is traded over-the-
counter, the amount payable for each share of Common Stock shall be
the mean of the bid and ask prices as of the most recently published
quotation of the bid and ask prices prior to the date of offer to sell
as such published quotation is evidenced in the Midwest Edition of The
Wall Street Journal for such Stock. If the Company wishes to exercise
its right to purchase, the Company must express its decision in a
written statement signed by an official representative of the Company
and the statement must be delivered to the person offering the Common
Stock within two regular business days from the date the person offers
to sell the Stock.
SECTION 17. Governing Laws. The Plan shall be construed,
administered and governed in all respects under and by the Laws of the
State of Illinois. Each Option Agreement granted under the Plan shall
be construed, administered and governed in all respects under and by
the laws of the State of Illinois.
SECTION 18. Adoption by Subsidiaries. Any Subsidiary of the
Company may adopt the Plan by means of a resolution of such
Subsidiary's board of directors for the benefit of its key employees;
provided, however, such adoption must have a prior approval of the
Board of Directors of the Company as evidenced by a resolution of the
Board.
SECTION 19. Taxes. At the time of the exercise of any Option,
as a condition of the exercise of such Option, the Company may require
the Optionee to pay the Company an amount equal to the amount of the
tax the Company or any Subsidiary may be required to withhold to
obtain a deduction for federal and state income tax purposes as a
result of the exercise of such Option by the Optionee or to comply
with applicable law.
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SCHIFF HARDIN & WAITE
7200 Sears Tower
Chicago, Illinois 60606 EXHIBIT 5
-----------------------
Shirley M. Lukitsch
(312) 258-5602
May 5, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: Premier Financial Services, Inc.--
Registration of 200,000 Shares of Common
Stock to be Issued Pursuant to the 1995
Non-Qualified Stock Option Plan
------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Premier Financial Services,
Inc., a Delaware corporation (the "Company"), in connection with the
Company's filing of a Registration Statement on Form S-8 (the
"Registration Statement") covering 200,000 shares of Common Stock,
$5.00 par value per share (the "Common Stock"), to be issued pursuant
to the Premier Financial Services, Inc. 1995 Non-Qualified Stock
Option Plan ("Plan").
In this connection, we have made such investigation and have
examined such documents as we have deemed necessary in order to enable
us to render the opinion contained herein.
Based on the foregoing, it is our opinion that those shares
of Common Stock covered by the Registration Statement that are
originally issued upon the exercise of options granted in accordance
with the terms of the Plan will, when so issued, be legally issued,
fully paid and nonassessable, subject to the terms and conditions of
the Plan.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Shirley M. Lukitsch
--------------------------
Shirley M. Lukitsch
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EXHIBIT 23.1
[Letterhead of KPMG Peat Marwick LLP]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Premier Financial Services, Inc.:
We consent to incorporation by reference on Form S-8 of Premier
Financial Services, Inc. of our report, dated January 27, 1995,
relating to the consolidated balance sheets of Premier Financial
Services, Inc. and subsidiaries as of December 31, 1994 and 1993, and
the related consolidated statements of earnings, changes in
stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1994, which report is
incorporated by reference in the December 31, 1994 annual report on
Form 10-K of Premier Financial Services, Inc.
KPMG Peat Marwick LLP
Chicago, Illinois
May 5, 1995
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