AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 1999
REGISTRATION NO. 333-[o]
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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 of (IRS employer
incorporation or organization) identification number)
501 Seventh Street
Rockford, Illinois 61104
(815) 968-2241
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
-----------------------------------
AMCORE STOCK OPTION ADVANTAGE PLAN
(Full Title of the Plan)
-----------------------------------
JOHN R. HECHT
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
AMCORE FINANCIAL, INC.
501 SEVENTH STREET
ROCKFORD, ILLINOIS 61104
(815)968-2241
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------------------
WITH COPY TO:
WILLIAM R. KUNKEL
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 W. Wacker Drive, Suite 2100
Chicago, Illinois 60601
(312) 407-0700
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share(1) Offering Price(1) Fee (2)
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Common Stock,
par value $.22 250,000
per share(3) shares $ 21.91 $ 5,477,500 $ 1,522.75
==============================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(a) and 457(c) under the Securities Act of 1933,
the registration fee applicable to the Common Stock is calculated upon
the basis of the average high and low sales prices of the Common Stock
as reported on the Nasdaq National Market on March 23, 1999.
(2) The registration fee has been calculated pursuant to Section 6(b) of the
Securities Act.
(3) Includes Common Stock Purchase Rights which are attached to and trade
with the Common Stock (the "Rights").
==============================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The Registrant will provide the documents containing the information
specified in Part I as specified by Rule 428(b)(1). In accordance with the
rules and regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, the Registrant is not
filing such documents with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC").
You may read and copy any document we file at the SEC's public reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public at the
SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by
reference is considered to be part of this Registration Statement, and
later information filed with the SEC will update and supercede this
information. We incorporate by reference the documents listed below and
any future filings made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Exchange Act:
o Annual Report on Form 10-K for the year ended December 31,
1998
o The description of the Common Stock (including share purchase
rights) contained in our registration statements filed
pursuant to Section 12 of the Exchange Act, including any
amendment or report filed before or after this prospectus for
the purpose of updating such description
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
AMCORE Financial, Inc.
500 Seventh Street
Rockford, Illinois 61104
(815) 968-2241
Item 2. DESCRIPTION OF SECURITIES.
Not applicable.
Item 3. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 4. INDEMNIFICATION 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 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 5. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 6. EXHIBITS.
A list of exhibits is set forth on the Exhibit Index which immediately
precedes the exhibits and which is incorporated by reference herein.
Item 7. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(2) 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; and
(3) 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) and (a)(2) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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.
(d) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
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 has been signed on its behalf by the
undersigned, thereunto duly authorized in the City of Rockford, State of
Illinois, on this 23rd day of March, 1999.
AMCORE FINANCIAL, INC.
By:/s/ John R. Hecht
-----------------------------------
John R. Hecht
Executive Vice President and Chief
Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of AMCORE Financial, Inc. whose signature appears
below constitutes and appoints Robert J. Meuleman and John R. Hecht, or
either of them, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to
this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert J. Meuleman Director, President and Chief March 28, 1999
- -------------------------- Executive Officer
Robert J. Meuleman (principal executive officer)
/s/ John R. Hecht Executive Vice President and March 23, 1999
- -------------------------- Chief Financial Officer
John R. Hecht (principal financial officer
and principal accounting
officer)
/s/ Milton R. Brown Director March 23, 1999
- --------------------------
Milton R. Brown
/s/ Carl J. Dargene Director March 26, 1999
- --------------------------
Carl J. Dargene
/s/ Richard C. Dell Director March 26, 1999
- --------------------------
Richard C. Dell
/s/ Paul Donovan Director March 23, 1999
- --------------------------
Paul Donovan
/s/ Lawrence E. Gloyd Director March 24, 1999
- --------------------------
Lawrence E. Gloyd
/s/ John A. Halbrook Director March 24, 1999
- --------------------------
John A. Halbrook
/s/ Frederick D. Hay Director March 29, 1999
- --------------------------
Frederick D. Hay
/s/ William R. McManaman Director March 24, 1999
- --------------------------
William R. McManaman
/s/ Ted Ross Director March 24, 1999
- --------------------------
Ted Ross
/s/ Jack D. Ward Director March 23, 1999
- --------------------------
Jack D. Ward
/s/ Gary L. Watson Director March 30, 1999
- --------------------------
Gary L. Watson
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 AMCORE Stock Option Advantage Plan
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)
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom
(Illinois) regarding the legality of the securities
being registered
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom
(Illinois) (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney relating to subsequent amendments
(included on the signature page to this
Registration Statement)
Exhibit 4.1
AMCORE STOCK OPTION ADVANTAGE PLAN
EFFECTIVE APRIL 1, 1999
AMCORE STOCK OPTION ADVANTAGE PLAN
TABLE OF CONTENTS
PAGE
ARTICLE 1 PURPOSE OF PLAN . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1
2.1 Administrator . . . . . . . . . . . . . . . . . . . . . . . . 1
2.2 Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.3 Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.4 Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.5 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.6 Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.7 Compensation . . . . . . . . . . . . . . . . . . . . . . . . 2
2.8 Eligible Employee . . . . . . . . . . . . . . . . . . . . . . 2
2.9 Employee . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.10 Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . 2
2.11 Exercise Date . . . . . . . . . . . . . . . . . . . . . . . . 2
2.12 Exercise Periods . . . . . . . . . . . . . . . . . . . . . . 3
2.13 Fair Market Value . . . . . . . . . . . . . . . . . . . . . . 3
2.14 Grant Date . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.15 Option . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.16 Participant . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.17 Payroll Account . . . . . . . . . . . . . . . . . . . . . . . 3
2.18 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.19 Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.20 Stock Account . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 3 GRANT AND EXERCISE OF OPTIONS . . . . . . . . . . . . . 4
3.1 Participation and General Conditions . . . . . . . . . . . . 4
3.2 Right to Exercise . . . . . . . . . . . . . . . . . . . . . . 5
3.3 Method of Exercise . . . . . . . . . . . . . . . . . . . . . 5
3.4 Payment of Exercise Price . . . . . . . . . . . . . . . . . . 5
3.5 Issuance of Stock . . . . . . . . . . . . . . . . . . . . . . 6
3.6 Non-transferability . . . . . . . . . . . . . . . . . . . . . 6
3.7 Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.8 Termination of Employment . . . . . . . . . . . . . . . . . . 7
3.9 Shareholder Rights . . . . . . . . . . . . . . . . . . . . . 7
3.10 Issuance of Shares . . . . . . . . . . . . . . . . . . . . . 7
3.11 Application of Funds . . . . . . . . . . . . . . . . . . . . 8
3.12 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 4 STOCK SUBJECT TO PLAN . . . . . . . . . . . . . . . . . 8
4.1 Source of Stock . . . . . . . . . . . . . . . . . . . . . . . 8
4.2 Maximum Number of Shares . . . . . . . . . . . . . . . . . . 8
4.3 Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.4 Restriction on Sale of Stock . . . . . . . . . . . . . . . . 8
ARTICLE 5 ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . 8
5.1 General Authority . . . . . . . . . . . . . . . . . . . . . . 8
5.2 Persons Subject to Section 16(b) . . . . . . . . . . . . . . 9
5.3 Designation of Affiliates . . . . . . . . . . . . . . . . . . 9
ARTICLE 6 ADJUSTMENT UPON CORPORATE CHANGES . . . . . . . . . . . 9
6.1 Adjustments to Shares upon Changes in Capitalization . . . . 9
6.2 Dissolution, Liquidation, Merger or Asset Sale . . . . . . . 10
6.3 No Preemptive Rights . . . . . . . . . . . . . . . . . . . . 10
6.4 Fractional Shares . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE 7 LEGAL COMPLIANCE CONDITIONS . . . . . . . . . . . . . . 10
7.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.2 Stock Holding Periods . . . . . . . . . . . . . . . . . . . . 11
7.3 Stock Legends . . . . . . . . . . . . . . . . . . . . . . . . 11
7.4 Representations by Participants . . . . . . . . . . . . . . . 11
ARTICLE 8 GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . 11
8.1 Effect on Employment . . . . . . . . . . . . . . . . . . . . 11
8.2 Unfunded Plan . . . . . . . . . . . . . . . . . . . . . . . . 12
8.3 Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.4 Rules of Construction . . . . . . . . . . . . . . . . . . . . 12
8.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . 12
8.6 Compliance With Section 16 of the Exchange Act . . . . . . . 12
8.7 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.8 Termination . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.9 Government Regulations . . . . . . . . . . . . . . . . . . . 13
8.10 Withholding . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.11 Effective Date of Plan . . . . . . . . . . . . . . . . . . . 13
AMCORE STOCK OPTION ADVANTAGE PLAN
PREAMBLE
WHEREAS, AMCORE Financial. Inc. (the "Company") desires to establish
a plan through which certain employees of the Company and its affiliates
may purchase from the Company shares of its common stock; and
WHEREAS, the Company intends that the plan be an "employee stock
purchase plan" within the meaning of Section 423 of the Internal Revenue
Code of 1986, and has designed the plan to conform to the provisions of
Rule 16b-3 of the Exchange Act;
NOW, THEREFORE, the Company hereby establishes the AMCORE Stock
Option Advantage Plan (the "Plan"), subject to the approval of stockholders
of the Company, to be effective April 1, 1999:
ARTICLE 1.
PURPOSE OF PLAN
The purpose of the Plan is to secure for the Company and its
shareholders the benefits of the incentive inherent in the ownership of the
Company's common stock by present and future eligible employees of the
Company and its Affiliates.
ARTICLE 2.
DEFINITIONS
2.1 Administrator. The individual or committee designated by the
Board to administer the Plan.
2.2 Affiliate. Each corporation that is designated as an Affiliate
by the Company pursuant to Section 5.3.
2.3 Agreement. An enrollment and authorization form submitted by an
Eligible Employee to the Administrator through which the Eligible Employee
elects to participate in the Plan and authorizes payroll deductions or
other procedures established by the Administrator for payment of the
exercise price of Options.
2.4 Board. The Board of Directors of the Company.
2.5 Code. The Internal Revenue Code of 1986, as amended.
2.6 Company. AMCORE Financial, Inc. and its successors and assigns.
2.7 Compensation. An employee's annual rate of compensation earned
from employment with the Company or one of its Affiliates, including
regular earnings, bonuses, overtime, commissions, shift premium, incentive
compensation, incentive payments, amounts elected under a salary reduction
agreement pursuant to a plan described in Section 125 of the Code or a
deferred compensation plan, and amounts excluded from taxable income under
Section 402(g) of the Code.
2.8 Eligible Employee. An Employee of the Company or an Affiliate
who is compensated through the Company's or the Affiliate's regular
payroll, except for the following:
(a) An Employee whose customary employment by the Company or
Affiliate is 20 hours or less per week.
(b) An Employee whose customary employment by the Company or
Affiliate is for five months or less in a calendar year.
(c) An employee who would own more than 5% of the total combined
voting power of all classes of stock of the Company or an
Affiliate at the time such employee would be granted an Option.
For the purpose of determining if an employee owns more than 5%
of such stock, he shall be deemed to own (i) any stock owned
(directly or indirectly) by or for his brothers and sisters
(whether by whole or half blood), spouse, ancestors or lineal
descendants, (ii) any stock owned (directly or indirectly) by or
for a corporation, partnership, estate or trust of which such
individual is a shareholder, partner or beneficiary in
proportion to his interest in such corporation, partnership,
estate or trust, and (iii) any stock the individual may purchase
under an outstanding stock option.
For purposes of the Plan and except as provided in Section
3.1(c), the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other
leave of absence approved by the Company.
2.9 Employee. A regular common law employee of the Company or an
Affiliate who is paid through the Company's regular payroll.
2.10 Exchange Act. The Securities Exchange Act of 1934, as amended.
2.11 Exercise Date. The last day of each of the months of March,
June, September and December on which the NASDAQ is open for trading.
2.12 Exercise Period. The Exercise Period for each Eligible Employee
shall be the period that begins on the Grant Date hereunder and expires
twelve (12) months thereafter.
2.13 Fair Market Value shall mean, as of any date, the value of Stock
determined as follows:
a) If the Stock is listed on any established stock exchange
or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq Small Cap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing price for such stock as quoted
on such exchange or system for the last market trading day on the date of
such determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable;
b) If the Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market
Value shall be the mean of the closing bid and asked prices for the Stock
on the date of such determination, as reported in The Wall Street Journal,
or such other source as the Board deems reliable;
c) In the absence of an established market for the Stock,
the Fair Market Value thereof shall be determined in good faith by the
Board.
2.14 Grant Date. The Grant Date for each Eligible Employee shall be
January 1, April 1, July 1 or October 1 of the calendar year in which such
Eligible Employee enrolls in the Plan in accordance with Section 3.1.
2.15 Option. The right that is granted hereunder to a Participant to
purchase from the Company a stated number of shares of Stock at the Fair
Market Value on each Exercise Date.
2.16 Participant. An Eligible Employee who has elected to participate
in the Plan in accordance with Article 3.
2.17 Payroll Account. A bookkeeping account maintained by the Company
or its designated record-keeper to which is added the amounts withheld on
behalf of each Participant under regular payroll deductions, or otherwise,
deposited into the account as authorized by a Participant, and reduced by
amounts used to purchase shares of Stock.
2.18 Plan. The AMCORE Stock Option Advantage Plan.
2.19 Stock. The common stock of the Company, $0.22 par value.
2.20 Stock Account. The book-entry account established by the
Administrator to which all purchases of Stock pursuant to the exercise of
an Option granted under the Plan are credited.
ARTICLE 3.
GRANT AND EXERCISE OF OPTIONS
3.1 Participation and General Conditions. An Eligible Employee may
elect to become a Participant by completing the Agreement and filing it
with the Administrator prior to the Grant Date or by responding to
enrollment procedures in the form and manner prescribed by the
Administrator prior to the Grant Date. Payroll deductions for a
Participant shall commence on the first payroll following the Grant Date
and shall end on the last payroll in the Exercise Period to which such
authorization is applicable, unless sooner terminated by the Participant as
provided in Section 3.7 and 3.8 hereof.
On the Grant Date, each Eligible Employee who becomes a
Participant, shall, without further action of the Administrator, be granted
an Option to purchase a number of whole shares of Stock that, in the
aggregate, have an exercise price (as described below) that is not more
than the amount contributed to the Plan by the Participant, and does not
exceed 10% of the Participant's Compensation on each pay day during the
Exercise Period. In addition, no Eligible Employee may be granted an
Option which permits his rights to purchase Stock under the Plan and all
other employee stock purchase plans (described in Section 423(b) of the
Code) of the Company and its Affiliates to accrue at a rate that exceeds
$25,000 of Fair Market Value of such Stock (determined on the date that the
Option is granted) for each calendar year in which such Option is
outstanding at any time. Each Option grant is subject to the following
terms and conditions:
(a) The exercise price of each Option shall be 85% of Fair Market
Value of each share of Stock that is subject to the Option,
determined on either the Grant Date or, if less, on the Exercise
Date.
(b) Each Option, or portion thereof, that is not exercised during an
Exercise Period shall expire at the end of the Exercise Period in
which the Option was granted, unless it expires sooner pursuant
to Section 3.1(c).
(c) Each Option shall expire on the date that the Eligible Employee
terminates employment with the Company and all of its
Affiliates; provided, however, that the Option shall terminate
three months after such termination of employment if termination
is due to the death or disability of the Eligible Employee. For
purposes of this provision, a Participant shall be considered
disabled if he has been determined to be disabled under the
terms of the Company's Long-Term Disability Plan.
(d) A right to purchase Stock which has accrued under one Option
granted hereunder may not be carried over to any other Option.
3.2 Right to Exercise. An Option shall be exercisable on each of
the Exercise Dates of the Exercise Period that includes the Grant Date on
which the Option was granted. An Eligible Employee must exercise an Option
while he is an employee of the Company or an Affiliate or within the
periods that are specified herein after termination of employment.
3.3 Method of Exercise. Unless a Participant withdraws from the
Plan as provided in Section 3.7 hereof, or unless the Board otherwise
provides, such Participant's Option shall be exercised automatically on the
Exercise Date, and the maximum number of shares of Stock subject to such
Option will be purchased for such Participant at the applicable option
price with the accumulated payroll deductions to the Participant's Payroll
Account under the Plan pursuant to Section 3.4 hereof.
The shares of Stock purchased upon exercise of an Option
hereunder shall be credited to the Participant's Stock Account as of the
Exercise Date and shall be deemed to be transferred to the Participant on
such date. Except as otherwise provided herein, the Participant shall have
all rights of a shareholder with respect to such shares of Stock upon their
being credited to the Participant's Stock Account.
3.4 Payment of Exercise Price. Amounts credited to a Participant's
Payroll Account shall be accumulated and reserved for payment of the
exercise price of Options granted hereunder.
(a) A Participant may modify his election to participate in the Plan
at any time by timely providing the Administrator written notice
in the form prescribed by the Administrator. Such modification
shall be effective on the first payroll date following such
notice or, if later, the date specified in the notice.
(b) An Agreement to begin or modify participation in the Plan must
be completed by the Participant within the time prescribed by
the Administrator prior to the last payroll date in the Exercise
Period for which it is to be effective. If the Agreement is not
timely, it shall take effect upon the next following Exercise
Period.
(c) Each Participant's election specified under an Agreement shall
remain in effect for successive Exercise Periods until modified
or withdrawn by the Participant in accordance with this Section
3.4 and Section 3.7.
(d) Interruptions in employment as a result, for example, of a lay-
off or the Family and Medical Leave Act, are considered temporary
interruptions in participation in the Plan and payroll deductions
are to resume when the Eligible Employee returns to work.
3.5 Issuance of Stock. Unless the Participant withdraws from the
Plan pursuant to Section 3.7, on each Exercise Date, the Company shall
issue in book-entry format whole shares of Stock to a Participant as
follows:
(a) On each Exercise Date the Company shall determine the number of
whole shares of Stock to be issued to each Participant by
dividing the balance of such Participant's Payroll Account by
the applicable exercise price of the Option.
(b) The Company shall deduct from a Participant's Payroll Account
the amount necessary to purchase the greatest number of whole
shares of Stock that can be acquired under the applicable
Option.
(c) If, on an Exercise Date, Participants in the aggregate have
Options to purchase more shares of Stock than are available for
purchase under the Plan, each Participant shall be eligible to
purchase a reduced number of shares on a pro rata basis and any
amounts remaining in the Payroll Account shall be returned to
such Participants, all as provided by rules and regulations
adopted by the Administrator.
(d) Any amounts remaining in the Payroll Account after deducting the
exercise price for whole shares of Stock shall generally be held
for use at a subsequent Exercise
Date. However, a Participant who has made contributions to a
Payroll Account and has withdrawn from the Plan under the terms
of Section 3.7 may obtain payment of the amounts held in his
Payroll Account from the Company in the manner established by the
Administrator . A Participant who has terminated employment shall
be paid any amounts remaining in his Payroll Account in the
manner established by the Administrator.
3.6 Non-transferability. Any Option granted under this Plan shall
not be transferable except by will or by the laws of descent and
distribution and shall only be transferred in accordance with applicable
restrictions. Only the Participant to whom an Option is granted may
exercise such Option, unless he is deceased. No right or interest of a
Participant in any Option shall be liable for, or subject to, any lien,
obligation, garnishment or liability of such Participant.
3.7 Withdrawal. A Participant may withdraw from the Plan at any
time in the manner prescribed by the Administrator. All of the
Participant's payroll deductions credited to his or her Payroll Account
shall be paid to such Participant in accordance with Section 3.5(d) and
such Participant's Option for the Exercise Period shall be automatically
terminated, and no further payroll deductions for the purchase of shares of
Stock shall be made for such Exercise Period. If a Participant withdraws
from an Exercise Period, payroll deductions shall not resume at the
beginning of any succeeding Exercise Period unless the Participant delivers
to the Company a new Agreement.
A Participant's withdrawal from an Exercise Period shall not
have any effect upon his or her eligibility to participate in any similar
plan which may hereafter be adopted by the Company or in succeeding
Exercise Periods which commence after the termination of the Exercise
Period from which the Participant withdraws.
3.8 Termination of Employment. (a) Upon a Participant's ceasing to
be an Employee, for any reason, he or she shall be deemed to have elected
to withdraw from the Plan and the payroll deductions credited to such
Participant's Payroll Account during the Exercise Period but not yet used
to exercise the Option shall be returned to such Participant or, in the
case of his or her death, to the person or persons entitled thereto by will
or laws of descent and distribution or as otherwise provided in the manner
prescribed by the Administrator, in accordance with Section 3.4(d).
(b) Company Option to Repurchase Stock. Upon termination of
employment of any Participant other than for death, disability or
retirement as defined in Section 4.4 hereof, the Company shall have the
option to repurchase all, or any portion of, the shares owned by such
Participant that, at the time of such termination, are subject to the
restriction on transfer provided for in Section 4.4. Such option is
exercisable by the Company for 30 days following such termination of
employment by written notice to the Participant. The Company shall have
the right to repurchase such shares at the purchase price per share paid by
the Participant at the applicable Exercise Date.
3.9 Shareholder Rights. No Participant shall have any rights as a
stockholder with respect to shares subject to his Option prior to the time
that such Option is exercised on the Exercise Date.
3.10 Issuance of Shares. Shares of Stock issued pursuant to the
exercise of Options hereunder shall be credited to the Stock Account of the
Participant established by the Administrator as soon as administratively
feasible after a Participant exercises an Option hereunder and executes any
applicable shareholder agreement that the Company requires at the time of
exercise. A Participant may request a stock certificate, which shall be
issued as soon as administratively feasible following the lapse of the
restrictions set forth in Section 4.4.
3.11 Application of Funds. All funds of Participants received or
held by the Company under the Plan before purchase of the Stock may be held
in bank accounts of the Company and shall not accrue interest.
3.12 Dividends. Dividends earned on shares of Stock held in the
Employee's Stock Account shall be credited to the Employee's Payroll
Account and used to purchase additional shares of Stock (as provided in the
Company's Dividend Reinvestment Plan).
ARTICLE 4.
STOCK SUBJECT TO PLAN
4.1 Source of Shares. Upon the exercise of an Option, the Company
may credit to the Participant's book-entry account authorized but unissued
shares of Stock.
4.2 Maximum Number of Shares. The maximum aggregate number of shares
of Stock that may be issued pursuant to the exercise of Options is 250,000,
subject to increases and adjustments as provided in Article 6.
4.3 Forfeitures. If an Option is terminated, in whole or in part,
the number of shares of Stock allocated to such Option or portion thereof
may be reallocated to other Options to be granted under this Plan.
4.4 Restriction on Sale of Stock. A Participant shall be prohibited
from selling any stock acquired under the terms of the Plan until the
expiration of the period commencing on each Exercise Date and ending two
years later. Notwithstanding the above, this sales restriction shall lapse
upon the earlier of the death, disability or retirement of the Participant.
For purposes of this provision, a Participant shall be considered disabled
if he has been determined to be disabled under the terms of the Company's
Long-Term Disability Plan. The Administrator may waive this restriction
in its sole discretion. For purposes of this provision a Participant shall
be considered retired if he has ceased employment at 55 years of age or
older with at least ten (10) years of service or at 65 years of age or
older with at least five (5) years of service.
ARTICLE 5.
ADMINISTRATION OF THE PLAN
5.1 General Authority. The Plan shall be administered by the
Administrator. The express grant in the Plan of any specific power to the
Administrator shall not be construed as limiting any power or authority of
the Administrator. The Administrator shall not be liable for any act done
in good faith with respect to this Plan or any Agreement or Option. The
interpretation and construction by the Administrator of any terms or
provisions of this Plan or of any rule or regulation promulgated in
connection herewith shall, to the fullest extent permitted by law, be
conclusive and binding on all persons. In addition to all other authority
vested with the Administrator under the Plan, the Administrator shall have
the discretionary authority to:
(a) Interpret all provisions of this Plan;
(b) Prescribe the form of any Agreement and notice and manner for
executing or giving the same;
(c) Adopt, amend, or rescind rules for Plan administration; and
(d) Make all determinations it deems advisable for the
administration of this Plan.
5.2 Persons Subject to Section 16(b). Notwithstanding anything in
the Plan to the contrary, the Board, in its absolute discretion, may
bifurcate the Plan so as to restrict, limit or condition the use of any
provision of the Plan to Participants who are members of the Committee
subject to Section 16(b) of the Exchange Act without so restricting,
limiting or conditioning the Plan with respect to other Participants.
5.3 Designation of Affiliates. The Company may from time to time
designate a "parent corporation," as defined in Section 424(e) of the Code,
or "subsidiary corporation," as defined in Section 424(f) of the Code, to
be a participating corporation in a manner that is consistent with Treasury
Regulation section 1.423-2(c)(4). Corporations that are so designated shall
be Affiliates for purposes of this Plan. Such designation shall be
evidenced by the express inclusion of the corporation as an Affiliate
within Section 2.2, the intentional act of the Company or the Administrator
to communicate in writing the grant of Options hereunder to employees of a
corporation, or such other written document that is intended to evidence
such designation. The Company or Administrator may rescind the designation
of a corporation as an Affiliate by adopting a writing that is intended to
evidence such rescission.
ARTICLE 6.
ADJUSTMENT UPON CORPORATE CHANGES
6.1 Adjustments to Shares upon Changes in Capitalization. Subject
to any required action by the stockholders of the Company and subject to
Section 6.3, the reserves of authorized Stock, the maximum number of shares
each Participant may purchase each Exercise Period, as well as the price
per share and the number of shares of Stock covered by each Option under
the Plan which has not yet been exercised shall, as the Administrator
determines (in its sole discretion) to be appropriate, be proportionately
adjusted for any increase or decrease in the number of issued shares of
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Company's Stock, or any other
increase or decrease in the number of shares of the Company's Stock
effected without receipt of consideration by the Company or there occurs
any other event which in the judgment of the Administrator necessitates
such action.
6.2 Dissolution, Liquidation, Merger or Asset Sale. In the event of
the proposed dissolution or liquidation of the Company, a proposed merger
of the Company with or into another corporation or a proposed sale of all
or substantially all of the assets of the Company, the Exercise Period then
in progress shall be shortened by setting a new Exercise Date (the "New
Exercise Date"), and shall terminate immediately prior to the consummation
of such proposed dissolution, liquidation, merger or asset sale, unless
provided otherwise by the Board. The New Exercise Date shall be before the
date of the Company's proposed dissolution, liquidation, merger or asset
sale. The Participant's Option shall be exercised automatically on the New
Exercise Date, unless prior to such date the Participant has withdrawn from
the Exercise Period as provided in Section 3.7 hereof. In addition, on the
New Exercise Date the restrictions on transfer of shares of Stock purchased
under the Plan provided for by Section 4.4 hereof shall automatically be
waived. Notwithstanding the foregoing, if the Board determines, in its
sole discretion, to continue the Plan upon a merger with or into another
corporation, the Administrator may grant Options in substitution for stock
awards, stock options, stock appreciation rights or similar awards held by
an individual who becomes an employee of the Company or an Affiliate in
connection with a transaction to which Section 424(a) of the Code applies.
The terms of such substituted Options shall be determined by the
Administrator in its sole discretion, subject only to the limitations of
Article 4.
6.2 No Preemptive Rights. The issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any
class, for cash or property, or for labor or services rendered, either upon
direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, outstanding
Options.
6.3 Fractional Shares. Only whole shares of Stock may be acquired
through the exercise of an Option. The Company will return to each
Participant's Payroll Account any amount tendered in the exercise of an
Option remaining after the maximum number of whole shares have been
purchased.
ARTICLE 7.
LEGAL COMPLIANCE CONDITIONS
7. 1 General. No Option shall be exercisable, no Stock shall be
issued, no certificates for shares of Stock shall be delivered, and no
payment shall be made under this Plan except in compliance with all federal
and state laws and regulations (including, without limitation, withholding
tax requirements), federal and state securities laws and regulations and
the rules of all national securities exchanges or self-regulatory
organizations on which the Company's shares may be listed. The Company
shall have the right to rely on an opinion of its counsel as to such
compliance. No Option shall be exercisable, no Stock shall be issued, no
certificate for shares shall be delivered and no payment shall be made
under this Plan until the Company has obtained such consent or approval as
the Administrator may deem advisable from any regulatory bodies having
jurisdiction over such matters.
7.2 Stock Holding Periods. In order for tax treatment under Section
421(a) of the Code to apply to Stock acquired hereunder, the Participant is
generally required to hold such shares of Stock for two years after the
Grant Date of an Option through which shares of Stock were acquired and for
one year after the transfer of Stock to the Participant. A person holding
Stock acquired hereunder who disposes of shares prior to the expiration of
such holding periods, and in accordance with Section 4.4, shall notify the
Company of such disposition in writing.
7.3 Stock Legends. Any certificate issued to evidence shares of
Stock for which an Option is exercised may bear such legends and statements
as the Company or Administrator may deem advisable to assure compliance
with federal and state laws and regulations and any other restrictions.
Such legends and statements may include, but are not limited to,
restrictions on transfer.
7.4 Representations by Participants. As a condition to the exercise
of an Option, the Company may require a Participant to represent and
warrant at the time of any such exercise that the shares are being
purchased only for investment and without any present intention to sell or
distribute such shares. At the option of the Company, a stop transfer order
against any shares of stock may be placed on the official stock books and
records of the Company, and a legend indicating that the stock may not be
pledged, sold or otherwise transferred unless an opinion of counsel was
provided (concurred in by counsel for the Company) and stating that such
transfer is not in violation of any applicable law or regulation may be
stamped on the stock certificate in order to assure exemption from
registration. The Administrator may also require such other action or
agreement by the Participants as may from time to time be necessary to
comply with the federal and state securities laws. This provision shall not
obligate the Company or any Affiliate to undertake registration of options
or stock hereunder.
ARTICLE 8.
GENERAL PROVISIONS
8. 1 Effect on Employment. Neither the adoption of this Plan, its
operation, nor any documents describing or referring to this Plan (or any
part thereof) shall confer upon any employee any right to continue in the
employ of the Company or an Affiliate or in any way affect any right and
power of the Company or an Affiliate to terminate the employment of any
employee at any time with or without assigning a reason therefor.
8.2 Unfunded Plan. The Plan, insofar as it provides for grants,
shall be unfunded, and the Company shall not be required to segregate any
assets that may at any time be represented by grants under this Plan. Any
liability of the Company to any person with respect to any grant under this
Plan shall be based solely upon contractual obligations that may be created
hereunder. No such obligation of the Company shall be deemed to be secured
by any pledge of, or other encumbrance on, any property of the Company.
8.3 Costs. All costs and expenses incurred in administering the
Plan shall be paid by the Company, except that any brokerage fees incurred
upon the sale of the stock or costs incurred in the issuance of a stock
certificate shall be paid by the Participant.
8.4 Rules of Construction. Headings are given to the articles and
sections of this Plan solely as a convenience to facilitate reference. The
masculine gender when used herein refers to both masculine and feminine.
The reference to any statute, regulation or other provision of law shall be
construed to refer to any amendment to or successor of such provision of
law.
8.5 Governing Law. The internal laws of the State of Nevada shall
apply to all matters arising under this Plan, to the extent that federal
law does not apply. This Plan is not intended to be subject to the
Employee Retirement Income Security Act of 1974, as amended, but is
intended to comply with Section 423 of the Code. Any provisions required
to be set forth in this Plan by such Code Section are hereby included as
fully as if set forth in the Plan.
8.6 Compliance With Section 16 of the Exchange Act. With respect to
persons subject to Section 16 of the Exchange Act, transactions under this
Plan are intended to comply with all applicable conditions of Rule 16b-3 or
its successors under the Exchange Act. To the extent any provision of this
Plan or action by the Administrator fails to so comply, it shall be deemed
null and void to the extent permitted by law and deemed advisable by the
Administrator.
8.7 Amendment. The Board may amend this Plan at any time; provided,
however, that an amendment that would have an adverse effect on the rights
of a Participant under an outstanding Option is not valid with respect to
such Option without the Participant's consent, except as provided in
Section 4.4(a) and except where the Board determines that changes in
applicable accounting rules or a change in applicable laws render an
amendment desirable, in which case the Board may approve such amendment.
Provided further, the shareholders of the Company must, within 12 months
before or after the adoption thereof, approve any amendment that increases
the number of shares of Stock in the aggregate which may be issued pursuant
to Options granted under the Plan or changes the designation of the
employees (or class of employees) eligible for participation in the Plan.
8.8 Termination. The Board may terminate this Plan at a any time or
for any reason; provided, however, that no such termination can affect
Options previously granted which would adversely affect the right of any
Participant. Provided further, if the Board determines that changes in
applicable accounting rules or a change in applicable laws renders a
termination desirable, then the Board may approve such termination. The
Plan shall terminate upon the earliest to occur of (i) the termination of
the Plan by the Board in accordance with this Section 8.8, (ii) issuance of
all of the shares of Stock reserved for issuance under the Plan, or (iii)
ten (10) years from the effective date. The termination of the Plan shall
be done in accordance with the procedures established by the Administrator.
8.9 Governmental Regulations. The Company's obligation to sell and
deliver its stock pursuant to the Plan is subject to all applicable laws,
rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals of any
governmental or regulatory authority as may be deemed necessary or
appropriate by the Board.
8.10 Withholding. The Company reserves the right to withhold from
stock or cash distributed to a Participant any amounts which it is required
by law to withhold.
8.11 Effective Date of Plan. This Plan shall be effective and Options
may be granted under this Plan on April 1, 1999, provided that no Option
will be effective or exercisable unless and until this Plan is approved by
shareholders of the Company in a manner that satisfies Treasury Regulation
section 1.423-2 within 12 months of the date that the Board took action to
adopt the Plan. All Options granted under the Plan will become void
immediately following the 12-month anniversary of the date the Board
adopted the Plan if such approval by shareholders has not yet been obtained.
IN WITNESS WHEREOF, the undersigned officer has executed this Plan
this 26th day of March, 1999, to be effective April 1, 1999.
AMCORE FINANCIAL, INC.
By: /s/ James S. Waddell
-------------------------------------------
James S. Waddell
Its: Executive Vice President
and Chief Administrative Officer
Exhibit 5.1
March 29, 1999
AMCORE Financial, Inc.
501 Seventh Street
Rockford, Illinois 61104
Re: AMCORE Financial, Inc.--Registration Statement
under the Securities Act of 1933 on Form S-8
Ladies and Gentlemen:
We have acted as counsel to AMCORE Financial, Inc., a Nevada
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 filed by the Company on March 30, 1999
with the Securities and Exchange Commission (the "Commission") relating to
the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of 250,000 shares (the "Shares") of the common stock of
the Company, par value $.22 per share, including the associated Common
Stock Purchase Rights of the Company (the "Rights"), to be issued pursuant
to a Rights Agreement, dated as of February 21, 1996, between the Company
and Firstar Trust Company, as Rights Agent (such Registration Statement, as
so amended, being hereinafter referred to as the "Registration Statement").
This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of the
following: (1) the Registration Statement; (2) the AMCORE Stock Option
Advantage Plan (the "Plan"), pursuant to which the Shares, including the
associated Rights, are to be issued upon exercise of options granted under
the Plan; (3) the Articles of Incorporation of the Company, as amended to
date and as certified by the Nevada Secretary of State; (4) the Bylaws of
the Company as of the date hereof; (5) the form of certificate representing
the Shares; (6) certain resolutions of the Board of Directors of the
Company relating to the adoption of the Plan and the issuance of the Shares
thereunder; and (7) the Rights Agreement.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, photostatic or
telecopied copies and the originals of such copies. We have assumed that
all documents submitted to us unsigned have been properly executed by the
proper parties and delivered in a timely manner. As to any facts material
to this opinion that we did not independently establish or verify, we have
relied upon statements and representations of officers and other
representatives of the Company and others.
Members of our firm are admitted to the practice of law in the
State of Illinois and we express no opinion as to the laws of any other
jurisdiction, except the State of Nevada to the extent specifically
referred to herein. As to all matters governed by the laws of the State of
Nevada, we have relied upon the opinion delivered to us by the Nevada law
firm of Marshall, Hill, Cassas & de Lipkau, dated March 26, 1999.
Based upon and subject to the foregoing, and to the limitations,
qualifications, exceptions and assumptions set forth herein, and assuming
(i) the valid issuance of options pursuant to the Plan, (ii) the conformity
of the certificates representing the Shares to the form thereof examined by
us and (iii) the due execution and countersignature of such certificates,
it is our opinion that, upon the issuance and sale of the Shares upon the
due exercise of the options granted pursuant to the Plan, and receipt by
the Company of the exercise price of such options, in the manner
contemplated by the Plan and the Registration Statement, and subject to the
Company completing all actions and proceedings required on its part to be
taken prior to the issuance of the Shares pursuant to the terms of the
Plan, including, without limitation, the receipt of shareholder approval of
the Plan, the Shares will be validly issued, fully paid and nonassessable.
This opinion is limited to matters governed by the laws of the
State of Nevada, excluding any Nevada state "blue sky" laws. We hereby
consent to the filing of this opinion with the Commission as Exhibit 5 to
the Registration Statement.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom (Illinois)
