AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2000
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 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 FINANCIAL, INC. 2000 STOCK INCENTIVE 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 60606
(312) 407-0700
------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share (1) Offering Price(1) Registration Fee (2)
<S> <C> <C> <C> <C>
Common Stock, par value $.22
per share(3).......... 2,275,000 shares $19.00 $43,225,000 $11,411.40
==========================================================================================================================
(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 September 19,
2000.
(2) The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act of 1933.
(3) Includes Common Stock Purchase Rights which are attached to and trade
with the Common Stock (the "Rights").
</TABLE>
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 3. 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, 1999
o Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000 and June 30, 2000
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.
501 Seventh Street
Rockford, Illinois 61104
(815) 968-2241
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
AMCORE Financial, Inc. ("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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. 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 8. 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;
(2) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(3) 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. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(4) 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 of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(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 of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(e) 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
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 22nd day of September, 2000.
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, Chairman and Chief September 20, 2000
-------------------------- Executive Officer (principal
Robert J. Meuleman executive officer)
/s/ Kenneth E. Edge Director, President and Chief August 31, 2000
-------------------------- Operating Officer
Kenneth E. Edge
/s/ John R. Hecht Executive Vice President and August 31, 2000
-------------------------- Chief Financial Officer
John R. Hecht (principal financial officer
and principal accounting
officer)
/s/ Paula A. Bauer Director August 31, 2000
------------------------
Paula A. Bauer
/s/ Karen Branding Director September 5, 2000
------------------------
Karen Branding
/s/ Milton R. Brown Director August 31, 2000
------------------------
Milton R. Brown
/s/ Richard C. Dell Director August 31, 2000
------------------------
Richard C. Dell
/s/ Paul Donovan Director August 31, 2000
------------------------
Paul Donovan
/s/ Lawrence E. Gloyd Director August 30, 2000
------------------------
Lawrence E. Gloyd
/s/ John A. Halbrook Director August 31, 2000
------------------------
John A. Halbrook
/s/ Frederick D. Hay Director August 31, 2000
------------------------
Frederick D. Hay
/s/ William R. McManaman Director August 31, 2000
-------------------------
William R. McManaman
/s/ Jack D. Ward Director August 31, 2000
-------------------------
Jack D. Ward
/s/ Gary L. Watson Director August 31, 2000
-------------------------
Gary L. Watson
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
4.1 AMCORE Financial, Inc. 2000 Stock Incentive Plan (incorporated
by reference to the Company's Form DEF 14A as filed with the
Commission on March 24, 2000)
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)
