<PAGE> 1
As Filed with the Securities and Exchange Commission on June 3, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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MERCANTILE BANCORPORATION INC.
(Exact name of registrant as specified in charter)
MISSOURI 43-0951744
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. BOX 524
ST. LOUIS, MISSOURI 63166-0524
(Address of principal executive offices) (Zip Code)
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MERCANTILE BANCORPORATION INC.
AMENDED AND RESTATED STOCK INCENTIVE PLAN
(Full title of the plan)
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------------------------------------
JON W. BILSTROM, ESQ.
General Counsel
Mercantile Bancorporation Inc.
P. O. Box 524
St. Louis, Missouri 63166-0524
(Name and address of agent for service)
Telephone: (314) 425-2525
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Copy to:
JOHN Q. ARNOLD ROBERT M. LAROSE, ESQ.
Vice Chairman & Chief Financial Officer Thompson Coburn
Mercantile Bancorporation Inc. One Mercantile Center
P.O. Box 524 St. Louis, Missouri 63101
St. Louis, Missouri 63166-0524 (314) 552-6000
(314) 425-2525
<TABLE>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
<CAPTION>
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Aggregate
Registered Registered Offering Price Per Offering Price<F2> Amount of Registration
Share<F2> Fee<F3>
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 5,625,000 $51.03 $287,043,750 $84,677.91
$.01 par value<F1> shares
========================================================================================================================
<FN>
<F1> Includes one attached Preferred Share Purchase Right per share.
<F2> Estimated solely for purposes of computing the Registration Fee
pursuant to the provisions of Section 457(c), based upon the average of
the high and low sale prices of common stock, $0.01 par value, of the
Registrant as reported on the New York Stock Exchange on June 1, 1998.
<F3> The registrant previously paid $26,250.20 on February 1, 1995 in
connection with the Registrant's Registration Statement on Form S-8
(File No. 33-57543) to register 3,375,000 shares (adjusted to give
effect to a three for two stock split on September 10, 1997) of
Mercantile Bancorporation Inc. common stock to be issued pursuant to the
Mercantile Bancorporation Inc. 1994 Stock Incentive Plan (the "Plan").
This filing is solely to register 5,625,000 additional shares which may
be issued pursuant to that Plan, as amended.
</TABLE>
<PAGE> 2
The undersigned Registrant hereby files this Registration Statement on
Form S-8 (the "Registration Statement") to register an additional 5,625,000
shares of Mercantile Bancorporation Inc. ("Mercantile" or the "Company")
common stock, $0.01 par value, and attached Preferred Share Purchase Rights of
Mercantile, for issuance to optionees under the Mercantile Bancorporation Inc.
Amended and Restated Stock Incentive Plan. The registrant previously paid
$26,250.20 on February 1, 1995 in connection with its Registration Statement
on Form S-8 (File No. 33-57453) to register 3,375,000 shares of Mercantile
common stock to be issued pursuant to the Mercantile Bancorporation Inc. 1994
Stock Incentive Plan (the "Plan"). This filing is solely to register
additional shares which may be issued pursuant to that Plan, as amended. All
share numbers herein have been adjusted to reflect a three for two stock
split effective September 10, 1997.
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Company with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
(c) The Company's Current Reports on Form 8-K dated January 16, 1998
and February 3, 1998.
(d) The description of the Company's Common Stock set forth in Item 1
of the Company's Registration Statement on Form 8-A, dated March
5, 1993, and any amendment or report filed for the purpose of
updating such description.
(e) The description of the Company's Preferred Share Purchase Rights
set forth in Item 1 of the Company's Registration Statement on
Form 8-A, dated March 5, 1993, and any amendment or report filed
for the purpose of updating such description.
Such incorporation by reference shall not be deemed to incorporate by
reference the information referred to in Item 402(a)(8) of Regulation S-K.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after 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, shall be deemed to be incorporated by reference herein and made a
part hereof from the date any such document is filed. The information
relating to the Company contained in this Registration Statement does not
purport to be complete and should be read together with the information in
the documents incorporated by reference herein. Any statement contained
herein or in a document incorporated herein by reference shall be deemed to
be modified or superseded for purposes hereof to the extent that a subsequent
statement contained herein or in any other subsequently filed document
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.
Where any document or part thereof is incorporated by reference in the
Registration Statement, the Company will provide without charge to each
person to whom a Prospectus with respect to the Plan is delivered, upon
written or oral request of such person, a copy of any and all of the
information incorporated by reference in the Registration Statement,
excluding exhibits unless such exhibits are specifically incorporated by
reference.
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Item 6. Indemnification of Directors and Officers.
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Sections 351.355(1) and (2) of The General and Business Corporation Law
of the State of Missouri provide that a corporation may 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 by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses, 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
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, except that, in the
case of an action or suit by or in the right of the corporation, the
corporation may not indemnify such persons against judgments and fines and no
person shall be indemnified as to any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or misconduct in
the performance of his duty to the corporation, unless and only to the extent
that the court in which the action or suit was brought determines upon
application that such person is fairly and reasonably entitled to indemnity
for proper expenses. Section 351.355(3) provides that, to the extent that a
director, officer, employee or agent of the corporation has been successful
in the defense of any such action, suit or proceeding or any claim, issue or
matter therein, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred in connection with such
action, suit or proceeding. Section 351.355(7) provides that a corporation
may provide additional indemnification to any person indemnifiable under
subsection (1) or (2), provided such additional indemnification is authorized
by the corporation's articles of incorporation or an amendment thereto or by
a shareholder-approved bylaw or agreement, and provided further that no
person shall thereby be indemnified against conduct which was finally
adjudged to have been knowingly fraudulent, deliberately dishonest or willful
misconduct or which involved an accounting for profits pursuant to Section
16(b) of the Securities Exchange Act of 1934.
Article 12 of the Restated Articles of Incorporation of the Registrant
provides that the Registrant shall extend to its directors and executive
officers the indemnification specified in subsections (1) and (2) and the
additional indemnification authorized in subsection (7) and that it may
extend to other officers, employees and agents such indemnification and
additional indemnification.
Pursuant to directors' and officers' liability insurance policies, with
total annual limits of $30,000,000, the Registrant's directors and officers
are insured, subject to the limits, retention, exceptions and other terms and
conditions of such policy, against liability for any actual or alleged error,
misstatement, misleading statement, act or omission, or neglect or breach of
duty by the directors or officers of the Registrant, individually or
collectively, or any matter claimed against them solely by reason of their
being directors or officers of the Registrant.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
the Company pursuant to such provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in such Act and is therefore
unenforceable.
Item 8. Exhibits.
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See Exhibit Index located at page 8 hereof.
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<PAGE> 4
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers and 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 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 registration statement is on Form S-3 or Form S-8, and 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 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.
(c) 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> 5
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 St. Louis, State of
Missouri, on June 1, 1998.
MERCANTILE BANCORPORATION INC.
By /s/ Thomas H. Jacobson
----------------------------------------------
Thomas H. Jacobsen, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
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We, the undersigned officers and directors of Mercantile
Bancorporation Inc., hereby severally and individually constitute and appoint
Thomas H. Jacobsen and John Q. Arnold, 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 relating to the
Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan 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
--------- ----- ----
<S> <C> <C>
/s/ Thomas H. Jacobson Chairman of the Board, June 1, 1998
- ------------------------------ President and Chief Executve
Thomas H. Jacobsen Officer
Principal Executive Officer
/s/ John Q. Arnold Vice Chairman and June 1, 1998
- ------------------------------ Chief Financial Officer
John Q. Arnold
Principal Financial Officer
/s/ Michael T. Normile Senior Vice President - Finance June 1, 1998
- ------------------------------ and Control
Michael T. Normile
Principal Accounting Officer
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<PAGE> 6
/s/ Richard E. Beumer Director June 1, 1998
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Richard E. Beumer
/s/ Harry M. Cornell, Jr. Director June 1, 1998
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Harry M. Cornell, Jr.
/s/ Dr Henry Givens, Jr. Director June 1, 1998
- ------------------------------
Dr. Henry Givens, Jr.
/s/ William A. Hall Director June 1, 1998
- ------------------------------
William A. Hall
/s/ Frank Lyon, Jr. Director May 19, 1998
- ------------------------------
Frank Lyon, Jr.
/s/ Robert W. Murray Director June 1, 1998
- ------------------------------
Robert W. Murray
/s/ Harvey Saligman Director June 1, 1998
- ------------------------------
Harvey Saligman
/s/ Craig D. Schnuck Director June 1, 1998
- ------------------------------
Craig D. Schnuck
/s/ Alvin J. Siteman Director June 1, 1998
- ------------------------------
Alvin J. Siteman
/s/ Patrick T. Stokes Director June 1, 1998
- ------------------------------
Patrick T. Stokes
/s/ John A. Wright Director June 1, 1998
- ------------------------------
John A. Wright
</TABLE>
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<PAGE> 7
<TABLE>
EXHIBIT INDEX
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<CAPTION>
Exhibit No.
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<C> <S>
4.1 Form of Indenture Regarding Subordinated Securities between the
Company and The First National Bank of Chicago, Trustee,
filed as Exhibit 4.1 to the Company's Report on Form 8-K
dated September 24, 1992, is incorporated herein by
reference.
4.2 Rights Agreement dated as of May 23, 1988 between the Company and
Mercantile Bank, as Rights Agent (including as exhibits
thereto the form of Certificate of Designation, Preferences
and Rights of Series A Junior Participating Preferred Stock
and the form of Right Certificate), filed as Exhibits 1 and 2
to the Company's Registration Statement No. 0-6045 on Form
8-A, dated May 24, 1988, is incorporated herein by reference.
4.3 Form of Indenture Regarding Senior Debt Securities, filed as
Exhibit 4.1 to the Company's Registration Statement on Form
S-3 (No. 333-25775), is incorporated herein by reference.
4.4 Form of Indenture Regarding Subordinated Debt Securities, filed
as Exhibit 4.2 to the Company's Registration Statement on Form
S-3 (No. 333-25775), is incorporated herein by reference.
4.5 Indenture, dated February 4, 1997, First Supplemental Indenture,
dated February 4, 1997, and Supplemental Indenture of First
Supplemental Indenture, dated May 22, 1997, between the
Company, as issuer, and The Chase Manhattan Bank, as Indenture
Trustee, filed as Exhibits 4.5, 4.6 and 4.12, respectively, to
the Company's Registration Statement on Form S-4 (No.
333-25131), are incorporated herein by reference.
5.1 Opinion of Thompson Coburn as to the legality of the securities
being registered.
10.1 Mercantile Bancorporation Inc. Amended and Restated Stock
Incentive Plan, filed as Exhibit G to the Company's
Registration Statement on Form S-4 (No. 333-23607), is
incorporated herein by reference.
23.1 Consent of KPMG Peat Marwick LLP with regard to use of its report
on the Company's financial statements.
23.3 Consent of Thompson Coburn (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page hereto).
</TABLE>
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<PAGE> 1
June 3, 1998
Mercantile Bancorporation Inc.
P.O. Box 524
St. Louis, Missouri 63166-0524
Re: Form S-8 5,625,000 Shares of Mercantile Bancorporation Inc. Common
------------------------------------------------------------------
Stock, $0.01 Par Value, and attached Preferred Share Purchase Rights
--------------------------------------------------------------------
Ladies and Gentlemen:
We refer you to the Registration Statement on Form S-8 filed by
Mercantile Bancorporation Inc. (the "Company") on June 3, 1998 (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 5,625,000 shares of the Company's
common stock, $0.01 par value (the "Shares"), and attached Preferred Share
Purchase Rights of the Company, for issuance to optionees under the Mercantile
Bancorporation Inc. Amended and Restated Stock Incentive 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 Restated Articles of Incorporation and
Bylaws, as amended and currently in effect, 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, we assumed: 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 only on the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing
under the laws of the State of Missouri; and
2. The Shares to be issued by the Company pursuant to the
Registration Statement, when issued by the Company in accordance
with the Plan, will be validly issued, 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
Independent Auditors' Consent
The Board of Directors and Stockholders
Mercantile Bancorporation Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Mercantile Bancorporation Inc. of our report dated January 21, 1998,
with respect to the consolidated balance sheets of Mercantile Bancorporation
Inc. and subsidiaries as of December 31, 1997, 1996, and 1995, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1997,
which is incorporated by reference in the Form S-8 of Mercantile Bancorporation
Inc. dated June 3, 1998.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
June 3, 1998
