Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
AMCORE FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 36-3183870
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
501 Seventh Street
Rockford, Illinois 61104
(Address of principal executive offices) (Zip Code)
Investors Management Group, LTD. 1995 Stock Option Plan
(Full title of the plan)
John R. Hecht, Copy to:
Executive Vice President
AMCORE Financial, Inc. Timothy J. Sheehan
501 Seventh Street Foley & Lardner
Rockford, Illinois 61104 777 East Wisconsin Avenue
(815) 968-2241 Milwaukee, Wisconsin 53202
(Name, address and telephone number,
including area code, of agent for
service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Common
Stock,
$.22 par 149,614
value(1) shares $16.08(2) $2,405,793.12(2) $709.71(3)
(1) Including Common Stock Purchase Rights which are attached to and
trade with the Common Stock (the "Rights").
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended (the "Securities Act") based on an exercise
price of $16.08 per share of the Registrant's Common Stock, par
value $.22 per share.
(3) The registration fee has been calculated pursuant to Section 6(b)
of the Securities Act as follows: .000295 times the Proposed
Maximum Aggregate Offering Price.
_________________________________
<PAGE>
The Exhibit Index is on page S-3 of the sequentially numbered pages.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by AMCORE
Financial, Inc. (the "Company") with the Commission and are incorporated
herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
2. The Company's Quarterly Reports on Form 10-Q dated
November 14, 1997, August 14, 1997 and May 15, 1997;
3. The Company's Current Reports on Form 8-K dated
December 18, 1997, October 1, 1997, August 22, 1997, July 31, 1997,
July 14, 1997, April 30, 1997 and February 6, 1997; and
4. The description of the Company's Common Stock (including
the share purchase rights) contained in the Company's registration
statements filed pursuant to Section 12 of the Securities Exchange Act of
1934 (the "Exchange Act") and any amendment or report filed for the
purpose of updating such description.
5. All reports and other documents filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date hereof will be deemed to be incorporated by
reference into this Form S-8 and to be a part hereof from the date of
filing of such reports and other documents.
Any statement contained in a document incorporated 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
a statement contained herein or in any other subsequently filed document
which also is incorporated or deemed to be 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 of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification and Personal Liability of Directors and
Officers.
The Company is required, pursuant to its Articles of
Incorporation, to indemnify all persons who may be indemnified under
Nevada law to the fullest extent permitted by such law. Generally, under
Nevada and Iowa law, a corporation may indemnify officers, directors,
employees and agents of a corporation against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by them in connection with any threatened, pending
or completed civil, criminal, administrative or investigative proceeding
(other than derivative actions) 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,
they had no reasonable cause to believe their conduct was unlawful. With
respect to derivative actions, officers, directors, employees and agents
of a corporation may be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by them in connection with the
defense or settlement of such 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, except that no such indemnification may be
made in respect of any claim as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent
that the court in which the action was brought determines that such person
is entitled to indemnification despite the adjudication of liability. To
the extent that an officer, director, employee or agent is successful on
the merits or otherwise in defense of any action, suit or proceeding
referred to above, the corporation shall indemnify such officer, director,
employee or agent against expenses (including attorneys' fees) actually
and reasonably incurred in connection therewith.
The Company's Articles of Incorporation permits the Company to
purchase and maintain insurance or make other financial arrangements to
insure its directors, officers, employees and agents against
liabilities,whether or not the Company is permitted to indemnify against
such liabilities.
As permitted by Nevada law, the Company's Articles of
Incorporation eliminates, to the fullest extent permitted by Nevada law,
the personal liability of directors and officers to the Company for
breaches of fiduciary duty. Under the Company's Articles of
Incorporation, directors and officers are not indemnified for acts or
omissions involving intentional misconduct, fraud or a knowing violation
of law or for violations of Section 78.300 of the Nevada General
Corporation Law regarding unlawful payment of dividends.
The Company has entered into indemnification contracts (the
"Indemnification Agreements") with its directors and officers. The
Indemnification Agreements provide for indemnification of directors and
officers to the fullest extent permitted by law. These agreements cover
all expenses, judgments, fines and penalties incurred and amounts paid in
settlement in connection with investigating, defending, being a witness or
participating in or preparing to defend, be a witness in or participate in
any threatened, pending or completed action, suit or proceeding or any
inquiry or investigation, whether civil, criminal, administrative or
otherwise, related to the fact that such director or officer was a
director or officer, employee, agent or fiduciary of the Company or was
serving as such at the request of the Company. The Indemnification
Agreements imposed upon the Company the burden of proving that the
director or officer is not entitled to indemnification.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4.1) Investors Management Group, Ltd. 1995 Stock Option Plan,
as amended.
(4.2) Rights Agreement dated February 21, 1996, between AMCORE
Financial, Inc. and Firstar Trust Company (incorporated by
reference to the Company's Form 8-K as filed with the
Commission on February 28, 1996).
(4.3) Form of Investors Management Group, LTD. 1995 Stock Option
Plan Employee Incentive Stock Option Agreement dated
August 1, 1995 between Investors Management Group, LTD.
and Kathy Beyer and Jeffrey D. Lorenzen.
(4.4) Form of Investors Management Group, LTD. 1995 Stock Option
Plan Employee Incentive Stock Option Agreement dated
August 1, 1996 between Investors Management Group, LTD.
and William J. Reichardt, Jr., James Richards, Paul Kruse
and Amy Mitchell.
(4.5) Form of Amendment to Employee Incentive Stock Option
Agreement between Investors Management Group, LTD. and
Kathy Beyer, Jeffrey D. Lorenzen, William J. Reichardt,
Jr., James Richards, Paul Kruse and Amy Mitchell. These
agreements will be executed on or about February 17, 1998.
(5.1) Opinion of Foley & Lardner regarding the legality of the
securities being registered.
(23.1) Consent of Foley & Lardner (contained in Exhibit 5.1
hereto).
(23.2) Consent of McGladrey & Pullen, LLP.
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
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 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.
(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 herein, 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
herein, 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.
<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 Rockford, and
State of Illinois, on this 6th day of February, 1998.
AMCORE FINANCIAL, INC.
By: /s/ John R. Hecht
John R. Hecht, Executive Vice
President and Chief Financial
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
officers and directors of AMCORE Financial, Inc. hereby constitutes and
appoints Robert J. Meuleman and John R. Hecht, or either of them (with
full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and
on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file this Registration Statement under the Securities
Act of 1933, as amended, and any or all amendments (including, without
limitation, post-effective amendments and any amendment or amendments or
additional registration statements filed pursuant to Rule 462 of the
Securities Act increasing the amount of securities for which registration
is being sought), with all exhibits and any and all documents required to
be filed with respect thereto, with the Securities and Exchange Commission
or any regulatory authority, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about
the premises in order to effectuate the same, as fully to all intents and
purposes as he himself might or could do if personally present, hereby
ratifying and confirming that all such attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause
to be done.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated.
Signature Title Date
/s/ Robert J. Meuleman Director, President and Chief February 6, 1998
Robert J. Meuleman Executive Officer (principal
executive officer)
/s/ John R. Hecht Executive Vice President and February 6, 1998
John R. Hecht Chief Financial Officer
(principal financial officer
and principal accounting
officer)
/s/ Milton R. Brown Director February 6, 1998
Milton R. Brown
/s/ Lawrence E. Gloyd Director February 6, 1998
Lawrence E. Gloyd
/s/ William R. McManaman Director February 6, 1998
William R. McManaman
/s/ Richard C. Dell Director February 6, 1998
Richard C. Dell
/s/ Robert A. Doyle Director February 6, 1998
Robert A. Doyle
/s/ David Carlson Director February 6, 1998
David Carlson
/s/ Thomas Clinton, Sr. Director February 6, 1998
Thomas Clinton, Sr.
/s/ Carl J. Bargene Director February 6, 1998
Carl J. Dargene
/s/ Roger Greene Director February 6, 1998
Roger Greene
/s/ Dr. Robert A. Henry Director February 6, 1998
Dr. Robert A. Henry
/s/ Roger Reno Director February 6, 1998
Roger Reno
/s/ Ted Ross Director February 6, 1998
Ted Ross
/s/ Roger J. Smuland Director February 6, 1998
Roger J. Smuland
/s/ Jack D. Ward Director February 6, 1998
Jack D. Ward
/s/ Gary L. Watson Director February 6, 1998
Gary L. Watson
/s/ Frederick Hay Director February 6, 1998
Frederick Hay
/s/ John Halbrook Director February 6, 1998
John Halbrook
<PAGE>
EXHIBIT INDEX
INVESTORS MANAGEMENT GROUP, LTD.
1995 STOCK OPTION PLAN
Exhibit No. Exhibit
(4.1) Investors Management Group, Ltd. 1995 Stock Option Plan,
as amended.
(4.2) Rights Agreement dated February 21, 1996, between AMCORE
Financial, Inc. and Firstar Trust Company (incorporated by
reference to the Company's Form 8-K as filed with the
Commission on February 28, 1996).
(4.3) Form of Investors Management Group, LTD. 1995 Stock Option
Plan Employee Incentive Stock Option Agreement dated
August 1, 1995 between Investors Management Group, LTD.
and Kathy Beyer and Jeffrey D. Lorenzen.
(4.4) Form of Investors Management Group, LTD. 1995 Stock Option
Plan Employee Incentive Stock Option Agreement dated
August 1, 1996 between Investors Management Group, LTD.
and William J. Reichardt, Jr., James Richards, Paul Kruse
and Amy Mitchell.
(4.5) Form of Amendment to Employee Incentive Stock Option
Agreement between Investors Management Group, LTD. and
Kathy Beyer, Jeffrey D. Lorenzen, William J. Reichardt,
Jr., James Richards, Paul Kruse and Amy Mitchell. These
agreements will be executed on or about February 17, 1998.
(5.1) Opinion of Foley & Lardner regarding the legality of the
securities being registered.
(23.1) Consent of Foley & Lardner (contained in Exhibit 5.1
hereof).
(23.2) Consent of McGladrey & Pullen, LLP.
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
EXHIBIT 4.1
INVESTORS MANAGEMENT GROUP, LTD.
1995 STOCK OPTION PLAN
1. Purpose of the Plan.
This Plan shall be known as the "INVESTORS MANAGEMENT GROUP,
LTD. 1995 Stock Option Plan" and is hereinafter referred to as the "Plan."
The purpose of the Plan is to aid in maintaining and developing personnel
capable of assuring the future success of INVESTORS MANAGEMENT
GROUP, LTD., an Iowa corporation (the "Company"), to offer such personnel
additional incentives to put forth maximum efforts for the success of the
business, and to afford them an opportunity to acquire a proprietary
interest in the Company through stock options as provided herein. Options
granted under this Plan may be either incentive stock options ("Incentive
Stock Options") within the meaning of section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or options which do not qualify as
Incentive Stock Options.
2. Stock Subject to the Plan.
Except as may be provided by section 12, the shares of stock to
be subject to options under the Plan shall be shares of the Company's
authorized common stock. Such shares may be either authorized but
unissued shares, or issued shares which have been reacquired by the
Company. Subject to any adjustment as provided in section 12, the maximum
number of shares on which options may be exercised under this Plan shall
be 80,000 shares. If an option under the Plan expires, or for any reason
is terminated or unexercised with respect to any shares, such shares shall
again be available for options thereafter granted during the term of the
Plan.
3. Administration of the Plan.
(a) The Plan shall be administered by the Board of Directors of
the Company or a special committee of three or more directors of the
Company. If a special committee is to be used, the members of such
special committee shall be appointed by and serve at the pleasure of the
Board of Directors. The group administering the Plan shall be referred to
herein as the "Committee."
(b) The Committee shall have plenary authority in its
discretion, but subject to the express provisions of this Plan (i) to
determine the purchase price of the common shares covered by each option,
(ii) to determine the employees to whom and the time or times at which
such options shall be granted and the number of shares to be subject to
each option, (iii) to determine the terms of exercise of each option,
(iv) to accelerate the time at which all or any part of an option may be
exercised, (v) to amend or modify the terms of any option with the consent
of the optionee, (vi) to interpret the Plan, (vii) to prescribe, amend and
rescind rules and regulations relating to the Plan, (viii) to determine
the terms and provisions of each option agreement under this Plan (which
agreements need not be identical), including the designation of those
options intended to be Incentive Stock Options, and (ix) to make all other
determinations necessary or advisable for the administration of the Plan,
subject to the exclusive authority of the Board of Directors under
section 13 to amend or terminate the Plan. The Committee's determinations
on the foregoing matters, unless otherwise disapproved by the Board of
Directors of the Company, shall be final and conclusive.
(c) The Committee shall select one of its members as its Chair
and shall hold its meetings at such times and places as it may determine.
A majority of its members shall constitute a quorum. All determinations
of the Committee shall be made by not less than a majority of its members.
Any decision or determination reduced to writing and signed by all of the
members of the Committee shall be fully effective as if it had been made
by a majority vote at a meeting duly called and held. The granting of an
option pursuant to the Plan shall be effective only if a written agreement
shall have been duly executed and delivered by and on behalf of the
Company and the employee to whom such right is granted. The Committee may
appoint a Secretary and may make such rules and regulations for the
conduct of its business as it shall deem advisable.
4. Eligibility.
(a) Options may only be granted under this Plan to any full or
part-time employee (which term as used herein includes, but is not limited
to, officers and directors who are also employees) of the Company and of
its present and future subsidiary corporations (herein called
"subsidiaries"). In determining the persons to whom options shall be
granted and the number of shares subject to each option, the Committee may
take into account the nature of services rendered by the respective
employees, their present and potential contributions to the success of the
Company and such other factors as the Committee in its discretion shall
deem relevant. A person who has been granted an option under the Plan may
be granted an additional option or options under the Plan if the Committee
shall so determine; provided, however, that to the extent the aggregate
fair market value (determined at the time the Incentive Stock Option is
granted) of the stock with respect to which all Incentive Stock Options
are exercisable for the first time by an employee during any calendar year
(under all plans described in section 422 of the Code of such employee's
employer corporation and its parent and subsidiary corporations described
in section 424(e) or 424(f) of the Code) exceeds $100,000 such options
shall be treated as options which do not qualify as Incentive Stock
Options.
5. Price.
Except as provided in section 10 for 10% shareholders, the
option price for all Incentive Stock Options granted under the Plan shall
be determined by the Committee but shall not be less than 100% of the fair
market value of shares of the Company's common stock at the date of
granting of such option. The option price for options granted under the
Plan which do not qualify as Incentive Stock Options shall also be
determined by the Committee. For purposes of the preceding sentence and
for all other valuation purposes under the Plan, the fair market value of
the Company's common stock shall be as reasonably determined by the
Committee. If on the date of grant of any option granted under the Plan,
the common stock of the Company is not publicly traded, the Committee
shall make a good faith attempt to satisfy the option price requirement of
this section 5 and in connection therewith shall take such action as it
deems necessary or advisable.
6. Term.
Except as provided in section 10 for 10% shareholders, each
option and all rights and obligations thereunder shall, subject to the
provisions of section 9, expire on the date determined by the Committee
and specified in the option agreement. The Committee shall be under no
duty to provide terms of like duration for options granted under the Plan,
but the term of an Incentive Stock Option may not extend more than
ten (10) years from the date of granting of such option and the term of
options granted under the Plan which do not qualify as Incentive Stock
Options may not extend more than fifteen (15) years from the date of
granting of such option.
7. Exercise of Option.
(a) The Committee shall have full and complete authority to
determine, subject to section 9, whether the option will be exercisable in
full at any time or from time to time during the term of the option, and
to provide for the exercise thereof in such installments, upon the
occurrence of such events and at such times during the term of the option
as the Committee may determine.
(b) The exercise of any option granted hereunder shall only be
effective at such time that the sale of common stock pursuant to such
exercise will not violate any state or federal securities or other laws.
(c) An optionee electing to exercise an option shall give
written notice to the Company of such election and of the number of shares
subject to such exercise. The full purchase price of such shares shall be
tendered with such notice of exercise. Payment shall be made to the
Company either in cash (including check, bank draft or money order), or,
at the discretion of the Committee (i) by delivering certificates for
shares of the Company's common stock already owned by the optionee having
a fair market value equal to the full purchase price of the shares, or
(ii) a combination of cash and such shares; provided, however, that an
optionee shall not be entitled to tender shares of the Company's common
stock pursuant to successive, substantially simultaneous exercises of
options granted under this or any other stock option plan of the Company.
The fair market value of such shares shall be determined as provided in
section 5. Until the optionee has been issued a certificate or
certificates for the shares subject to such exercise, the optionee shall
possess no rights as a stockholder with respect to such shares.
8. Restrictions on Transferability.
All shares of common stock acquired upon exercise of the options
granted under the Plan shall be subject to any restrictions, including
restrictions on transfer, set out in the By-Laws of the Company. In
addition, the Committee shall have full and complete authority to
determine whether all or any part of the shares of common stock acquired
upon exercise of any of the options granted under the Plan shall be
subject to any other restrictions on the transferability thereof or any
other restrictions affecting in any manner the optionee's rights with
respect thereto, but any such restriction determined by the Committee
shall be included in the agreement relating to such options.
9. Effect of Termination of Employment or Death.
(a) In the event that an optionee shall cease to be employed by
the Company or its subsidiaries, if any, for any reason other than serious
misconduct or death or disability as set forth in section 9(c), such
optionee shall have the right to exercise an option at any time within
three months after such termination of employment to the extent of the
full number of shares the optionee was entitled to purchase under the
option on the date of termination, subject to the condition that no option
shall be exercisable after the expiration of the term of the option.
(b) In the event that an optionee shall cease to be employed by
the Company or its subsidiaries, if any, by reason of the optionee's
serious misconduct during the course of the optionee's employment,
including, but not limited to wrongful appropriation of funds of the
optionee's employer or the commission of a gross misdemeanor or felony,
any option held by optionee shall be terminated as of the date of the
misconduct.
(c) If an optionee shall die while in the employ of the Company
or a subsidiary, if any, or within three months after termination of
employment for any reason other than serious misconduct, or if the
optionee's employment is terminated because optionee has become disabled
(within the meaning of Code section 22(e)(3)) while in the employ of the
Company or a subsidiary, if any, and such optionee shall not have fully
exercised an option, such option may be exercised at any time within
twelve months after the optionee's death or the date of such disability by
the optionee or the personal representatives of the optionee, as
applicable, or by any person or persons to whom the option is transferred
by will or the applicable laws of descent and distribution, to the extent
of the full number of shares the optionee was entitled to purchase under
the option on the date of death (or termination of employment, if earlier)
and subject to the condition that no option shall be exercisable after the
expiration of the term of the option.
10. Ten Percent Shareholder Rule.
Notwithstanding any other provision in the Plan, if at the time
an option is otherwise to be granted pursuant to the Plan the optionee
owns directly or indirectly (within the meaning of Code section 424(d))
shares of common stock of the Company possessing more than ten
percent (10%) of the total combined voting power of all classes of stock
of the Company or its parent or subsidiary corporations (within the
meaning of Code sections 424(e) or 424(f)), if any, then any Incentive
Stock Option to be granted to such optionee pursuant to the Plan shall
satisfy the requirements of section 422(c)(5) of the Code, the option
price shall be not less than 110% of the fair market value of the common
stock of the Company determined as provided in section 5, and such option
by its terms shall not be exercisable after the expiration of five (5)
years from the date such option is granted.
11. Non-Transferability.
No option granted under the Plan shall be transferable by an
optionee, otherwise than by will or the laws of descent or distribution as
provided in section 9(c). During the lifetime of an optionee the option
shall be exercisable only by such optionee, except that a duly authorized
personal representative may exercise on behalf of a disabled optionee.
12. Dilution or other Adjustments.
If there shall be any change in the shares of the Company's
common stock through merger, consolidation, reorganization,
recapitalization, stock dividend (of whatever amount), stock split or
other change in corporate structure, the Committee may make such
adjustments in the Plan and outstanding options as it, in its sole
discretion, deems appropriate. In the event of any such changes,
adjustments may include, where appropriate, changes in the aggregate
number of shares subject to the Plan and the number of shares and the
price per share subject to outstanding options, in order to prevent
dilution or enlargement of option rights.
13. Amendment or Discontinuance of Plan.
The Board of Directors may amend or discontinue the Plan at any
time. However, no amendment of the Plan shall, without stockholder
approval: (i) increase the maximum number of shares under the Plan as
provided in section 2, (ii) decrease the minimum option price provided in
section 5, (iii) extend the maximum option term under section 6, or
(iv) materially modify the eligibility requirements for participation in
the Plan. The Board of Directors shall not alter or impair any rights or
obligations under any option previously granted under the Plan without the
consent of the holder of the option.
14. Time of Granting.
Nothing contained in the Plan or in any resolution adopted or to
be adopted by the Board of Directors or by the stockholders of the
Company, and no action taken by the Committee or the Board of Directors
(other than the execution and delivery of an option agreement) shall
constitute the granting of an option hereunder.
15. No Guaranty of Employment.
Nothing in the Plan or in any agreement thereunder shall confer
on any employee any right to continue in the employ of the Company or any
of its subsidiaries or affect, in any way, the right of the Company or any
of its subsidiaries to terminate any employee's employment at any time.
16. Effective Date and Termination of Plan.
(a) The Plan was approved by the Board of Directors on
August 1, 1995, and shall be effective as of that date provided it is
approved by the shareholders of the Company within twelve (12) months
thereof.
(b) Unless the Plan shall have been discontinued as provided in
section 13, the Plan shall terminate July 31, 2005. No option may be
granted after such termination, but termination of the Plan shall not,
without the consent of the optionee, alter or impair any rights or
obligations under any option theretofore granted.
EXHIBIT 4.3
INVESTORS MANAGEMENT GROUP, LTD.
1995 STOCK OPTION PLAN
EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
OPTION AGREEMENT, made and entered into this 1st day of August,
1995, between INVESTORS MANAGEMENT GROUP, LTD., an Iowa corporation (the
"Company"), and ___________________, an individual resident of Iowa
("Employee").
WHEREAS, the Company has adopted the Investors Management
Group, Ltd. 1995 Stock Option Plan (the "Plan") which permits issuance of
stock options for the purchase of shares of common stock of the Company
and the Company has taken all necessary actions to grant the following
option pursuant and subject to the terms of the Plan.
NOW THEREFORE, for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and Employee
hereby agree as follows:
1. Grant of Option. The Company hereby grants Employee the
right and option (hereinafter called the "Option") to purchase all or any
part of an aggregate of__________ (________) shares of the Company's
common stock at the option price of __________ Dollars (______) per share
on the terms and conditions set forth in this agreement and in the Plan.
It is understood and agreed that the option price is the per share fair
market value of such shares on the date of this agreement. The Company
intends that the Option shall be an Incentive Stock Option governed by the
provisions of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"). The terms of the Plan and the Option shall be interpreted
and administered so as to satisfy the requirements of the Code. A copy of
the Plan will be furnished upon request of Employee.
2. Vesting of Option Rights. The Option shall not be
exercisable the first time by Employee except in accordance with
subsection 422(d) of the Code. Except as provided in the preceding
sentence or as otherwise provided in section 3 of this agreement, the
Option may be exercised by Employee in accordance with the following
schedule:
Cumulative percentage of
On or after each of shares with respect to
the following dates which Option is exercisable
August 1, 1996 20%
August 1, 1997 40%
August 1, 1998 60%
August 1, 1999 80%
August 1, 2000 100%
Notwithstanding the foregoing, the Option may be exercised as to
100% of the shares of common stock of the Company for which the Option is
granted on the date of (a) Employee's death; (b) Employee's disability
within the meaning of Code section 22(e)(3); or (c) a "change of control",
as hereinafter defined. A "change of control" shall mean any of the
following: (i) the acquisition by any person (individual, entity or
group) of beneficial ownership of more than 50% of the then outstanding
shares of common stock of the Company and, for this purpose, the terms
"person" and "beneficial ownership" shall have the meanings provided in
Section 13(d) or 14(d) of the Securities Exchange Act of 1934 or related
rules promulgated by the Securities and Exchange Commission; (ii) the
commencement of or public announcement of an intention to make a tender or
exchange offer for more than 50% of the then outstanding shares of the
common stock of the Company; (iii) a sale of all or substantially all of
the assets of the Company; or (iv) the Board of Directors of the Company,
in its sole and absolute discretion, determines that there has been a
sufficient change in the stock ownership of the Company to constitute a
change in control of the Company. Notwithstanding the foregoing, the
following acquisitions shall not constitute a "change of control":
(1) any acquisition directly from the Company by a shareholder who is also
an employee of the Company; (2) any acquisition by the Company; (3) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company; or
(4) any acquisition by a shareholder who is also an employee of the
Company.
The Option shall terminate at the close of business on August 1,
2005 [not later than ten (10) years from date of grant] or such shorter
period as is prescribed herein. Employee shall not have any of the rights
of a shareholder with respect to the shares subject to the Option until
such shares have been issued to Employee upon the proper exercise of the
Option.
3. Exercise of Option after Death or Termination of
Employment. The Option shall terminate and may no longer be exercised if
Employee ceases being employed by the Company or its subsidiaries, except
that:
(a) If Employee's employment shall be terminated for any
reason, voluntary or involuntary, other than death or disability
(as set forth in section 3(c)) or as a result of Employee's
serious misconduct, Employee may at any time within a period of
three (3) months after such termination exercise the Option to
the extent the Option was exercisable by Employee on the date of
the termination of Employee's employment; and
(b) If Employee's employment is terminated as a result of
Employee's serious misconduct, including but not limited to
wrongful appropriation of funds or the commission of a gross
misdemeanor or felony, the option shall be terminated as of the
date of the misconduct; and
(c) If Employee dies in the employ of the Company or a
subsidiary or within three (3) months after the termination of
such employment for any reason other than Employee's serious
misconduct, or Employee's employment is terminated because
Employee has become disabled (within the meaning of Code
section 22(e)(3)) while in the employ of the Company or a
subsidiary, the Option may, within twelve (12) months after
Employee's death or date of termination for such disability, be
exercised to the extent that Employee was entitled to exercise
the Option on the date of Employee's death or termination of
employment, if earlier, by Employee or Employee's personal
representatives, if applicable, or by the person or persons to
whom Employee's rights under the Option pass by will or by the
applicable laws of descent and distribution;
provided, however, that the Option may not be exercised to any extent by
anyone after the termination date of the Option.
4. Investment Representation. Employee hereby represents and
agrees that any shares of stock which Employee may acquire pursuant to the
exercise of the Option will be acquired for long-term investment purposes
and not with the view toward the distribution or sale thereof in a public
offering within the meaning of the federal Securities Act of 1933.
Employee acknowledges that at the time of acquisition such shares will not
be registered under either the federal or applicable state securities
laws, and that the Company will be relying upon the foregoing investment
representation in agreeing to issue such shares to Employee. Employee
acknowledges that the transferability of such shares will be subject to
restrictions imposed by all applicable federal and state securities laws
and agrees that the certificates evidencing such shares may be imprinted
with an appropriate legend setting forth these restrictions on
transferability.
5. Method of Exercise of Option. Subject to the foregoing,
the Option may be exercised in whole or in part from time to time by
serving written notice of exercise on the Company at its principal office
in Des Moines, Iowa. The notice shall set forth the number of shares as
to which the Option is being exercised and shall be accompanied by payment
of the purchase price. Payment of the purchase price shall be made by
check, bank draft or money order payable to the Company; [or, (i) by
delivering to the Company for cancellation shares of the Company's common
stock already owned by Employee having a fair market value equal to the
full purchase price of the shares being acquired, or (ii) a combination of
cash and such shares. The fair market value of such shares shall be
determined as provided in section 5 of the Plan].
6. Restriction on Transfer of Shares; Repurchase Option. In
addition to the restrictions on transferability which are set forth in
section 4, the Company's By-Laws restrict ownership of shares to employees
of the Company. Employee agrees not to sell, transfer, exchange or
otherwise dispose of any of the shares of Company stock acquired pursuant
to the exercise of the Option in violation of the restrictions on transfer
contained in the Company's By-Laws and without first offering to sell such
shares to Company in accordance with the terms of this section 6. If
Employee wishes to dispose of or encumber any of such shares, Employee
shall deliver a written notice to the Company, which notice shall specify
the person to whom the shares are to be disposed of or encumbered, the
purchase price or other consideration to be received by Employee for such
shares, and the terms upon which such purchase price or other
consideration is to be paid. The delivery of such written notice to the
Company shall constitute an irrevocable offer by Employee to sell the
shares described in such notice to the Company upon the same terms and
conditions as are specified in the notice. The Company may accept such
offer by delivering a written acceptance to Employee within thirty (30)
days after receipt of the written notice from Employee. If the Company
elects to accept such offer, the purchase of such shares shall be closed
within thirty (30) days upon the same terms as are specified in Employee's
written notice, or upon such other terms as are mutually acceptable to the
parties. If the Company elects not to accept such offer or if the Company
allows such offer to expire without being accepted, Employee shall be able
to transfer such shares on the terms specified in the written notice to
the Company to the person identified therein provided the transfer does
not violate the restrictions set forth in section 4 or in the Company's
By-Laws. If such transaction is not consummated within sixty (60) days,
such shares shall again be subject to the repurchase option described in
this section 6.
7. Mandatory Sale to Company. As noted in Section 6, the
Company's By-Laws restrict ownership of shares to employees of Company.
Therefore, any shares acquired pursuant to exercise of the Option granted
herein shall be sold to, and purchased by, the Company following
Employee's termination from employment with the Company. With respect to
shares acquired prior to termination from employment, such sale and
purchase shall occur within the later of 30 days following the termination
or thirteen (13) months following the date on which the shares were
acquired. With respect to shares acquired after termination from
employment pursuant to Section 3, such sale and purchase shall occur
within thirteen (13) months following the date on which the shares are
acquired. The price for a sale and purchase transaction pursuant to this
Section 7 shall be an amount equal to one times the average of the
Company's total annual operating revenues per share for the two full
calendar years immediately preceding the date of the purchase and sale
transaction, as determined by the Company's regular accountants. For
purposes of this determination, the accountants shall include all issued
and outstanding shares of the Company as well as all shares of the Company
subject to outstanding vested Options. The Company shall pay the purchase
price in substantially equal annual installments over a period of five
years. The first installment payment will be made no later than 30 days
after the date the shares are tendered for sale. Subsequent installment
amounts will be evidenced by a promissory note from the Company delivered
to the selling shareholder at the closing. The note delivered at closing
must bear a reasonable rate of interest, agreed to be prime rate,
determined as of the closing date and will provide for equal annual
installments with interest payable with each installment, the first
installment being due and payable one year after the closing date. The
note will also provide for acceleration in the event of 30 days default of
the payment on interest or principal and will grant to the Company the
right to prepay the note in whole or in part at any time or times without
penalty; provided, however, the Company may not have the right to make any
prepayment during the calendar year in which the closing date occurs.
8. Miscellaneous.
(a) This Agreement shall not confer on Employee any rights with
respect to continuance of employment with the Company or any subsidiary of
the Company, nor will it interfere in any way with the right of the
Company to terminate such employment at any time. Neither Employee nor
Employee's legal representative, legatees or distributees, as the case may
be, will be or will be deemed to be the holder of any shares subject to
the Option unless and until the Option has been exercised and the purchase
price of the shares purchased has been paid in full.
(b) The Option may not be transferred, except by will or the
law of descent and distribution to the extent provided in subsection 3(b),
and during Employee's lifetime the Option is exercisable only by Employee.
(c) If there shall be any change in the stock subject to the
Option through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split or other change in the corporate structure of
the Company, the Committee may, in accordance with the terms of the Plan,
make such adjustments in the number of shares and the price per share of
the shares subject to the Option as it, in its sole discretion, deems
appropriate in order to prevent dilution or enlargement of the option
rights granted hereunder.
(d) The Company shall at all times during the term of the
Option reserve and keep available such number of shares of the Company's
common stock as will be sufficient to satisfy the requirements of this
Agreement.
(e) If Employee shall dispose of any of the shares of stock
acquired upon exercise of the Option within two (2) years from the date
the Option was granted or within one (1) year after the date of exercise
of the Option, then, in order to provide the Company with the opportunity
to claim the benefit of any income tax deduction, Employee shall promptly
notify the Company of the dates of acquisition and disposition of such
shares, the number of shares so disposed of and the consideration, if any,
received for such shares.
(f) Employee agrees not to disclose the contents or any of the
terms and conditions of the Option to any person other than Employee's
spouse, accountant or legal counsel and agrees that such disclosure may
result in both immediate termination of the Option without the right to
exercise any part thereof and termination of employment with the Company.
(g) The terms and conditions set forth in this Agreement and in
the Plan shall be binding upon the Employee, the Employee's personal
representatives or the person or persons to whom Employee's rights under
the Option pass by will or by the applicable laws of descent and
distribution.
IN WITNESS WHEREOF, the Company and Employee have executed this
Agreement on the day and year first above written.
INVESTORS MANAGEMENT
GROUP, LTD.
By: _________________________________
Its: _________________________________
_________________________________
["Employee"]
EXHIBIT 4.4
INVESTORS MANAGEMENT GROUP, LTD.
1995 STOCK OPTION PLAN
EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
OPTION AGREEMENT, made and entered into this 1st day of August,
1996, between INVESTORS MANAGEMENT GROUP, LTD., an Iowa corporation (the
"Company"), and _______________, an individual resident of Iowa
("Employee").
WHEREAS, the Company has adopted the Investors Management
Group, Ltd. 1995 Stock Option Plan (the "Plan") which permits issuance of
stock options for the purchase of shares of common stock of the Company
and the Company has taken all necessary actions to grant the following
option pursuant and subject to the terms of the Plan.
NOW THEREFORE, for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and Employee
hereby agree as follows:
1. Grant of Option. The Company hereby grants Employee the
right and option (hereinafter called the "Option") to purchase all or any
part of an aggregate of __________ (______) shares of the Company's
common stock at the option price of __________ Dollars (______) per share
on the terms and conditions set forth in this agreement and in the Plan.
It is understood and agreed that the option price is the per share fair
market value of such shares on the date of this agreement. The Company
intends that the Option shall be an Incentive Stock Option governed by the
provisions of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"). The terms of the Plan and the Option shall be interpreted
and administered so as to satisfy the requirements of the Code. A copy of
the Plan will be furnished upon request of Employee.
2. Vesting of Option Rights. The Option shall not be
exercisable the first time by Employee except in accordance with
subsection 422(d) of the Code. Except as provided in the preceding
sentence or as otherwise provided in section 3 of this agreement, the
Option may be exercised by Employee in accordance with the following
schedule:
Cumulative percentage of
On or after each of shares with respect to
the following dates which Option is exercisable
August 1, 1997 20%
August 1, 1998 40%
August 1, 1999 60%
August 1, 2000 80%
August 1, 2001 100%
Notwithstanding the foregoing, the Option may be exercised as to
100% of the shares of common stock of the Company for which the Option is
granted on the date of (a) Employee's death; (b) Employee's disability
within the meaning of Code section 22(e)(3); or (c) a "change of control",
as hereinafter defined. A "change of control" shall mean any of the
following: (i) the acquisition by any person (individual, entity or
group) of beneficial ownership of more than 50% of the then outstanding
shares of common stock of the Company and, for this purpose, the terms
"person" and "beneficial ownership" shall have the meanings provided in
Section 13(d) or 14(d) of the Securities Exchange Act of 1934 or related
rules promulgated by the Securities and Exchange Commission; (ii) the
commencement of or public announcement of an intention to make a tender or
exchange offer for more than 50% of the then outstanding shares of the
common stock of the Company; (iii) a sale of all or substantially all of
the assets of the Company; or (iv) the Board of Directors of the Company,
in its sole and absolute discretion, determines that there has been a
sufficient change in the stock ownership of the Company to constitute a
change in control of the Company. Notwithstanding the foregoing, the
following acquisitions shall not constitute a "change of control":
(1) any acquisition directly from the Company by an employee of the
Company; (2) any acquisition by the Company; (3) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company; or (4) any
acquisition by a shareholder who is also an employee of the Company.
The Option shall terminate at the close of business on August 1,
2006 [not later than ten (10) years from date of grant] or such shorter
period as is prescribed herein. Employee shall not have any of the rights
of a shareholder with respect to the shares subject to the Option until
such shares have been issued to Employee upon the proper exercise of the
Option.
3. Exercise of Option after Death or Termination of
Employment. The Option shall terminate and may no longer be exercised if
Employee ceases being employed by the Company or its subsidiaries, except
that:
(a) If Employee's employment shall be terminated for any
reason, voluntary or involuntary, other than death or disability
(as set forth in section 3(c)) or as a result of Employee's
serious misconduct, Employee may at any time within a period of
three (3) months after such termination exercise the Option to
the extent the Option was exercisable by Employee on the date of
the termination of Employee's employment; and
(b) If Employee's employment is terminated as a result of
Employee's serious misconduct, including but not limited to
wrongful appropriation of funds or the commission of a gross
misdemeanor or felony, the option shall be terminated as of the
date of the misconduct; and
(c) If Employee dies in the employ of the Company or a
subsidiary or within three (3) months after the termination of
such employment for any reason other than Employee's serious
misconduct, or Employee's employment is terminated because
Employee has become disabled (within the meaning of Code
section 22(e)(3)) while in the employ of the Company or a
subsidiary, the Option may, within twelve (12) months after
Employee's death or date of termination for such disability, be
exercised to the extent that Employee was entitled to exercise
the Option on the date of Employee's death or termination of
employment, if earlier, by Employee or Employee's personal
representatives, if applicable, or by the person or persons to
whom Employee's rights under the Option pass by will or by the
applicable laws of descent and distribution;
provided, however, that the Option may not be exercised to any extent by
anyone after the termination date of the Option.
4. Investment Representation. Employee hereby represents and
agrees that any shares of stock which Employee may acquire pursuant to the
exercise of the Option will be acquired for long-term investment purposes
and not with the view toward the distribution or sale thereof in a public
offering within the meaning of the federal Securities Act of 1933.
Employee acknowledges that at the time of acquisition such shares will not
be registered under either the federal or applicable state securities
laws, and that the Company will be relying upon the foregoing investment
representation in agreeing to issue such shares to Employee. Employee
acknowledges that the transferability of such shares will be subject to
restrictions imposed by all applicable federal and state securities laws
and agrees that the certificates evidencing such shares may be imprinted
with an appropriate legend setting forth these restrictions on
transferability.
5. Method of Exercise of Option. Subject to the foregoing,
the Option may be exercised in whole or in part from time to time by
serving written notice of exercise on the Company at its principal office
in Des Moines, Iowa. The notice shall set forth the number of shares as
to which the Option is being exercised and shall be accompanied by payment
of the purchase price. Payment of the purchase price shall be made by
check, bank draft or money order payable to the Company; [or, (i) by
delivering to the Company for cancellation shares of the Company's common
stock already owned by Employee having a fair market value equal to the
full purchase price of the shares being acquired, or (ii) a combination of
cash and such shares. The fair market value of such shares shall be
determined as provided in section 5 of the Plan].
6. Restriction on Transfer of Shares; Repurchase Option. In
addition to the restrictions on transferability which are set forth in
section 4, the Company's By-Laws restrict ownership of shares to employees
of the Company. Employee agrees not to sell, transfer, exchange or
otherwise dispose of any of the shares of Company stock acquired pursuant
to the exercise of the Option in violation of the restrictions on transfer
contained in the Company's By-Laws and without first offering to sell such
shares to Company in accordance with the terms of this section 6. If
Employee wishes to dispose of or encumber any of such shares, Employee
shall deliver a written notice to the Company, which notice shall specify
the person to whom the shares are to be disposed of or encumbered, the
purchase price or other consideration to be received by Employee for such
shares, and the terms upon which such purchase price or other
consideration is to be paid. The delivery of such written notice to the
Company shall constitute an irrevocable offer by Employee to sell the
shares described in such notice to the Company upon the same terms and
conditions as are specified in the notice. The Company may accept such
offer by delivering a written acceptance to Employee within thirty (30)
days after receipt of the written notice from Employee. If the Company
elects to accept such offer, the purchase of such shares shall be closed
within thirty (30) days upon the same terms as are specified in Employee's
written notice, or upon such other terms as are mutually acceptable to the
parties. If the Company elects not to accept such offer or if the Company
allows such offer to expire without being accepted, Employee shall be able
to transfer such shares on the terms specified in the written notice to
the Company to the person identified therein provided the transfer does
not violate the restrictions set forth in section 4 or in the Company's
By-Laws. If such transaction is not consummated within sixty (60) days,
such shares shall again be subject to the repurchase option described in
this Section 6.
7. Mandatory Sale to Company. As noted in Section 6, the
Company's By-Laws restrict ownership of shares to employees of Company.
Therefore, any shares acquired pursuant to exercise of the Option granted
herein shall be sold to, and purchased by, the Company following
Employee's termination from employment with the Company. With respect to
shares acquired prior to termination from employment, such sale and
purchase shall occur within the later of 30 days following the termination
or thirteen (13) months following the date on which the shares were
acquired. With respect to shares acquired after termination from
employment pursuant to Section 3, such sale and purchase shall occur
within thirteen (13) months following the date on which the shares are
acquired. The price for a sale and purchase transaction pursuant to this
Section 7 shall be an amount equal to one times the average of the
Company's total annual operating revenues per share for the two full
calendar years immediately preceding the date of the purchase and sale
transaction, as determined by the Company's regular accountants. For
purposes of this determination, the accountants shall include all issued
and outstanding shares of the Company as well as all shares of the Company
subject to outstanding vested Options. The Company shall pay the purchase
price in substantially equal annual installments over a period of five
years. The first installment payment will be made no later than 30 days
after the date the shares are tendered for sale. Subsequent installment
amounts will be evidenced by a promissory note from the Company delivered
to the selling shareholder at the closing. The note delivered at closing
must bear a reasonable rate of interest determined as of the closing date
and will provide for equal annual installments with interest payable with
each installment, the first installment being due and payable one year
after the closing date. The note will also provide for acceleration in
the event of 30 days default of the payment on interest or principal and
will grant to the Company the right to prepay the note in whole or in part
at any time or times without penalty; provided, however, the Company may
not have the right to make any prepayment during the calendar year in
which the closing date occurs.
8. Miscellaneous.
(a) This Agreement shall not confer on Employee any rights with
respect to continuance of employment with the Company or any subsidiary of
the Company, nor will it interfere in any way with the right of the
Company to terminate such employment at any time. Neither Employee nor
Employee's legal representative, legatees or distributees, as the case may
be, will be or will be deemed to be the holder of any shares subject to
the Option unless and until the Option has been exercised and the purchase
price of the shares purchased has been paid in full.
(b) The Option may not be transferred, except by will or the
law of descent and distribution to the extent provided in subsection 3(b),
and during Employee's lifetime the Option is exercisable only by Employee.
(c) If there shall be any change in the stock subject to the
Option through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split or other change in the corporate structure of
the Company, the Committee may, in accordance with the terms of the Plan,
make such adjustments in the number of shares and the price per share of
the shares subject to the Option as it, in its sole discretion, deems
appropriate in order to prevent dilution or enlargement of the option
rights granted hereunder.
(d) The Company shall at all times during the term of the
Option reserve and keep available such number of shares of the Company's
common stock as will be sufficient to satisfy the requirements of this
Agreement.
(e) If Employee shall dispose of any of the shares of stock
acquired upon exercise of the Option within two (2) years from the date
the Option was granted or within one (1) year after the date of exercise
of the Option, then, in order to provide the Company with the opportunity
to claim the benefit of any income tax deduction, Employee shall promptly
notify the Company of the dates of acquisition and disposition of such
shares, the number of shares so disposed of and the consideration, if any,
received for such shares.
(f) Employee agrees not to disclose the contents or any of the
terms and conditions of the Option to any person other than Employee's
spouse, accountant or legal counsel and agrees that such disclosure may
result in both immediate termination of the Option without the right to
exercise any part thereof and termination of employment with the Company.
(g) The terms and conditions set forth in this Agreement and in
the Plan shall be binding upon the Employee, the Employee's personal
representatives or the person or persons to whom Employee's rights under
the Option pass by will or by the applicable laws of descent and
distribution.
IN WITNESS WHEREOF, the Company and Employee have executed this
Agreement on the day and year first above written.
INVESTORS MANAGEMENT
GROUP, LTD.
By: _________________________________
Its: _________________________________
_________________________________
["Employee"]
EXHIBIT 4.5
AMENDMENT TO EMPLOYEE INCENTIVE
STOCK OPTION AGREEMENT
UNDER
Investors Management Group, Ltd.
1995 Stock Option Plan
THIS AGREEMENT, made and entered into this ____ day of
_________, 1997, between INVESTORS MANAGEMENT GROUP, LTD., an Iowa
corporation (the "Company") and
___________________________________________, an individual resident of
Iowa ("Employee").
WHEREAS, Company and Employee have entered into an Employee
Incentive Stock Option Agreement dated ____________, 19__ (the "Option
Agreement"); and
WHEREAS, the Company has entered into an Agreement and Plan of
Reorganization (the "Merger Agreement") with AMCORE Financial, Inc.
("AMCORE") pursuant to which, through merger, the Company will become a
wholly-owned subsidiary of AMCORE; and
WHEREAS, pursuant to Section 8(c) of the Option Agreement
between Employee and Company, the completion of the merger between the
Company and AMCORE will result in a change in the common stock of the
Company with the effect that each option held by Employee pursuant to the
Employee's Option Agreement with the Company to acquire a share of
Company's common stock shall become an option to acquire, at the same
price, .9808 shares of AMCORE common stock plus the Contingent Merger
Consideration described in Exhibit "B" to the Merger Agreement; and
WHEREAS, in recognition of the fact that AMCORE common stock is
readily tradable on an established market, certain changes need to be made
in the Employee Agreement between the Company and the Employee;
NOW, THEREFORE, for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and Employee
hereby agree as follows:
1. Upon the Effective Time of the merger as defined in
Section 1.2 of the Merger Agreement, the Option Agreement between the
Company and Employee shall be amended by terminating the effectiveness of
Paragraphs 6 and 7 thereof.
2. Section 8(e) of the Option Agreement Between the Company
and the Employee shall be amended by adding thereto the following
sentence:
Any share of AMCORE common stock issued to Employee upon
exercise of the Option shall be legended to reflect the notice
requirements of this Section 8(e).
IN WITNESS WHEREOF, the Company and Employee have executed this
Agreement on the day and year first above written.
INVESTORS MANAGEMENT GROUP,
LTD.
By _________________________________
Its ___________________________
[the "Company"]
_______________________________________
_________________________________
[the "Employee"]
Exhibit 5.1
February __, 1998
AMCORE Financial, Inc.
501 Seventh Street
Rockford, IL 61104
Ladies and Gentlemen:
We have acted as counsel for AMCORE Financial, Inc., a Nevada
corporation (the "Company"), in connection with the preparation of a Form
S-8 Registration Statement ("Registration Statement") to be filed by the
Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Securities Act"), relating to 123,457 shares
of the Company's Common Stock, $.22 par value per share (the "Common
Stock"), and rights to purchase shares of Common Stock associated with
each share of Common Stock ("Rights") that may be issued or acquired
pursuant to the Investors Management Group, LTD. 1995 Stock Option Plan
(the "Plan"). The terms of the Rights are as set forth in that certain
Rights Agreement, dated as of February 21, 1996, by and between the
Company and Firstar Trust Company (the "Rights Agreement").
In this regard, we have examined: (a) the Plan; (b) signed
copies of the Registration Statement; (c) the Company's Articles of
Incorporation and Bylaws, as amended to date; (d) resolutions of the
Company's Board of Directors relating to the Plan; (e) the Rights
Agreement; and (f) such other documents and records as we have deemed
necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Nevada.
2. The shares of Common Stock, when issued by the Company in
the manner contemplated in the Plan, will be validly issued, fully paid
and nonassessable.
3. The Rights when issued pursuant to the terms of the Rights
Agreement will be validly issued.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we
are "experts" within the meaning of Section 11 of the Securities Act or
within the category of persons whose consent is required by Section 7 of
said Act.
Very truly yours,
FOLEY & LARDNER
EXHIBIT 23.2
Consent of McGladrey & Pullen, LLP Independent Auditors
We consent to the incorporation by reference in this Registration
Statement on Form S-8, pertaining to the Investors Management Group, LTD.
1995 Stock Option Plan, of our report, dated as of January 20, 1997,
(except for the pending merger in Note 2 as to which the date is February
10, 1997 and for the subsequent event in Note 17 as to which the date is
March 25, 1997) with respect to the consolidated financial statements and
schedules of AMCORE Financial, Inc. included in its Annual Report on
Form 10-K for the year ended December 31, 1996 filed with the Securities
and Exchange Commission.
McGLADREY & PULLEN, LLP
