<PAGE>
As filed with the Securities and Exchange Commission on March 25, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
First Oak Brook Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-3220778
(State of incorporation) (I.R.S. Employer Identification Number)
1400 Sixteenth Street, Oak Brook, Illinois 60523
(Address of principal executive offices, including zip code)
First Oak Brook Bancshares, Inc.
Amended and Restated 1987 Stock Option Plan
(Full title of the Plan)
RICHARD M. RIESER, JR.
President
First Oak Brook Bancshares, Inc.
1400 Sixteenth Street
Oak Brook, Illinois 60523
(630) 571-1050
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
William E. Navolio, Esq. Thomas P. Desmond, Esq.
General Counsel Vedder, Price, Kaufman & Kammholz
First Oak Brook Bancshares, Inc. 222 North LaSalle Street, Suite 2600
1400 Sixteenth Street Chicago, Illinois 60601-1003
Oak Brook, Illinois 60523 (312) 609-7647
(630) 571-1050
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of Securities offering aggregate Amount of
to be registered Amount to be registered(1) price per share(2) offering price(2) Registration fee(2)(3)
---------------- -------------------------- ------------------ ----------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock $2 par value 200,000 shs. $18.0625 $3,612,500 1,004.28
Class A Common Stock $2 par value 200,000 shs.(4) (4) (4) (4)
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Plan as a result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock or Class A Common Stock of the
Company.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) based upon the average of the high and low sales
prices for the Class A Common Stock (into which the Common Stock may be
converted) reported on the Nasdaq National Market System as of March 22,
1999.
(3) An aggregate of 457,248 shares (as adjusted to reflect stock dividends and
options exercised to date) are being carried forward from those previously
registered by Registration Statements on Form S-8 (File No. 33-24145 and
File No. 33-82800). Registration fees of $331.20 and $987.07 were paid
with respect to the shares being carried forward from each of those two
filings, respectively. The previously registered shares being carried
forward together with the shares being registered hereby represents the
estimated number of total shares intended for issuance pursuant to the
Plan.
(4) This Registration Statement also covers 200,000 shares of Class A Common
Stock which may from time to time be issued upon conversion of the Common
Stock. No additional consideration will be received by the Registrant for
shares of Class A Common Stock registered hereby.
-------------
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
document containing the information required by Part I of this Registration
Statement on Form S-8 also relates to the Registrant's shares of Common Stock
and Class A Common Stock previously registered on Registration Statements on
Form S-8 (File No. 33-24145 and File No. 33-82800).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
This Registration Statement relates to the registration of 200,000
additional shares of Common Stock, $2 per value per share, of First Oak Brook
Bancshares, Inc. (the "Registrant") reserved for issuance and delivery under the
First Oak Brook Bancshares, Inc. Amended and Restated 1987 Stock Option Plan
(the "Plan"). This Registration Statement also covers 200,000 additional shares
of Class A Common Stock of the Registrant which may from time to time be issued
upon conversion of the Common Stock. The increase in the number of shares
authorized to be issued under the Plan was approved by the Registrant's
shareholders on May 5, 1998. Pursuant to Form S-8 Registration Statements filed
by the Registrant on September 1, 1988 and August 15, 1994, the Registrant has
previously registered 457,248 shares of Common Stock (as adjusted to reflect
stock dividends and options exercised to date) of which 8,624 shares remain
available for issuance under the Plan. The contents of these Form S-8
Registration Statements (File No. 33-24145 and File No. 33-82800) are
incorporated herein by reference pursuant to General Instruction E for the Form
S-8.
The documents containing the information required by this section will be
given to employees participating in the Plan and are not required to be filed
with the Commission as a part of the Registration Statement or as an Exhibit.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents of the Registrant filed or to be filed with the
Commission are incorporated herein by reference:
(a) Registrant's Annual Report on Form 10-K for the year ended December 31,
1997.
(b) All other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since December 31, 1997.
(c) The description of the Common Stock, $2 par value, and the Class A
Common Stock, $2 par value, of the Registrant contained in the Registrant's
Registration Statement on Form 8-A (Registration No. 33-45788) filed with the
Commission pursuant to Section 12 of the Securities Exchange Act of 1934, and
all amendments and reports filed by the Registrant for the purpose of updating
such description.
In addition, each document or report subsequently filed by the Registrant
with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document or report incorporated into this
Registration Statement by reference shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any subsequently filed amendment to this
Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock and Class A Common Stock
registered hereby is being passed upon for the Registrant by William E. Navolio,
Vice President, General Counsel and Secretary of the Registrant. Mr. Navolio is
the beneficial owner of less than 1% of the outstanding shares of Common Stock
and Class A Common Stock, including shares which may be purchased pursuant to
options granted under the Plan.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, as amended, grants the
Registrant broad powers to indemnify any person in connection with legal
proceedings brought against him by reason of his present or past status as an
officer or director of the Registrant, provided that the person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe this conduct was unlawful. This
statute also gives the Registrant broad power to indemnify any such person
against expenses in connection with any action by or in the right of the
Registrant provided the person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Registrant except
that no indemnification may be made if such person is adjudged to be liable to
the Registrant unless and only to the extent the court in which such action was
brought determines upon application that, despite such adjudication, but in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to such indemnity as the court deems proper. In addition, to the
extent that any such person is successful in the defense
3
<PAGE>
of any such legal proceeding, the Registrant is required by statute to indemnify
him against expenses, including attorneys' fees, that are actually and
reasonably incurred by him in connection therewith.
The effect of the foregoing provisions of the General Corporation Law of
the State of Delaware and the Registrant's Amended and Restated By-laws would be
to permit such indemnification by the Registrant for liabilities arising under
the Securities Act of 1933.
Item 7. Exception from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) Rule 415 Offering.
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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
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 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.
(h) Filing of Registration Statement on Form S-8.
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 provisions described in Item 6, 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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Village of Oak Brook, State of Illinois on the 25th day of
March, 1999.
FIRST OAK BROOK BANCSHARES, INC.
By: /s/ Richard M. Rieser, Jr.
------------------------------------
Richard M. Rieser, Jr., President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard M. Rieser, Jr., William E. Navolio and
Rosemarie Bouman, and each of them, as true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution for him and in his/her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective 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 and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Eugene P. Heytow Chairman of the Board, Chief March 25, 1999
- ------------------------------- Executive Officer and Director
Eugene P. Heytow
/s/ Richard M. Rieser, Jr. President and Director March 25, 1999
- -------------------------------
Richard M. Rieser, Jr.
/s/ Frank M. Paris Vice Chairman of the Board and March 25, 1999
- ------------------------------- Director
Frank M. Paris
/s/ Miriam Lutwak Fitzgerald Director March 25, 1999
- -------------------------------
Miriam Lutwak Fitzgerald
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Geoffrey R. Stone Director March 25, 1999
- -------------------------------
Geoffrey R. Stone
/s/ Robert M. Wrobel Director March 25, 1999
- -------------------------------
Robert M. Wrobel
/s/ Michael L. Stein Director March 25, 1999
- -------------------------------
Michael L. Stein
/s/ Stuart I. Greenbaum Director March 25, 1999
- -------------------------------
Stuart I. Greenbaum
/s/ Rosemarie Bouman Vice President and Chief March 25, 1999
- ------------------------------- Financial Officer (Principal
Rosemarie Bouman Financial and Accounting
Officer)
</TABLE>
6
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<C> <S>
4.1 First Oak Brook Bancshares, Inc. Amended and Restated 1987 Stock Option
Plan (incorporated by reference to Appendix A to Registrant's Proxy
Statement, dated April 1, 1998, relating to the 1998 Annual Meeting of
Shareholders, File No. 0-14468)
4.2 Form of Stock Option Agreement for formula options
4.3 Form of Stock Option Agreement for non-formula options
5 Opinion of William E. Navolio, Esq.
23.1 Consent of William E. Navolio, Esq. (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (included on the signature pages of this Registration
Statement)
</TABLE>
7
<PAGE>
EXHIBIT 4.2
-----------
FORMULA OPTION
First Oak Brook Bancshares, Inc.
STOCK OPTION AGREEMENT
----------------------
TO: (NAME)
(ADDRESS)
DATE: ____________
In order to provide additional incentive through stock ownership for
certain directors of First Oak Brook Bancshares, Inc. (the "Company") you are
hereby granted an Option by the Company, effective as of the date hereof (the
"date of grant"), to purchase ______ shares of the Company's Common Stock (the
"Shares") at a price per share of $______, subject to the terms and
conditions set forth in the First Oak Brook Bancshares, Inc. Amended and
Restated 1987 Stock Option Plan (the "Plan"), the terms of which are
incorporated herein by reference.
All capitalized terms used but not defined herein shall have the meaning
ascribed to such terms in the Plan.
This Option may be exercised on a cumulative basis as to the number of
Shares determined under the following schedule:
<TABLE>
<CAPTION>
Years after Maximum Number of
Date of Grant Shares as to Which
Option May be Exercised
---------------------------------------------
<S> <C>
Less than 1 None
1 but less than 2 ----------
2 but less than 3 ----------
3 but less than 10 ----------
</TABLE>
This Option shall become exercisable in full immediately upon your death or
a Change in Control, as provided in the Plan or in this Stock Option Agreement.
This Option may not be exercised after 10 years from the date of grant, at
which time this Option will lapse. This Option is personal to you and may not
be sold, transferred, pledged, assigned or otherwise alienated, other than as
provided herein. This Option shall be exercisable during your lifetime only by
you.
8
<PAGE>
Notwithstanding the foregoing, you may transfer this Option to:
(a) your spouse, children or grandchildren ("Immediate Family Members");
(b) a trust or trusts for the exclusive benefit of such Immediate Family
Members, or;
(c) a partnership in which such Immediate Family Members are the only
partners,
provided that:
(i) there may be no consideration for any such transfer;
(ii) subsequent transfers of such transferred Option shall be prohibited,
except to designated beneficiaries; and
(iii) such transfer is evidenced by documents acceptable to the Company
and filed with the Company's Human Resources Department.
Following such transfer, this Option shall continue to be subject to the
same terms and conditions as were applicable immediately prior to transfer,
provided that for purposes of designating a beneficiary with respect thereto,
the transferee shall be entitled to designate the beneficiary. The provisions
of this Stock Option Agreement relating to the period of exercisability and
expiration of this Option shall continue to be applied with respect to you and
your status as an employee, and this Option shall be exercisable by the
transferee only to the extent, and for the periods, set forth in this Stock
Option Agreement. Transfer of Shares purchased by your transferee upon exercise
of this Option may also be subject to the restrictions and limitations described
in this Stock Option Agreement.
You may designate a beneficiary or beneficiaries with respect to this
Option by completing and filing a completed copy of the Beneficiary Designation
Form, attached to this Stock Option Agreement, with the Company's Human
Resources Department.
You may exercise this Option by giving written notice to the Secretary of
the Company accompanied by either:
(a) a check in payment of the Option price ($_______ per share) for the
number of Shares of the Option being exercised; or
(b) tendering a sufficient number of shares of the Company's Common Stock
or the Company's Class A Common Stock with a fair market value equal
(subject to adjustment for fractional shares) to the cost of the
number of Shares of the Option being exercised.
The Plan provides that no Option may be exercised unless the Plan is in
full compliance with all laws and regulations applicable thereto.
No amendment, modification or waiver of this Option, in whole or in part,
shall be binding unless consented to in writing by the Company and no amendment
may cause any Option holder to be unfavorably affected with respect to any
Option already granted hereunder.
It is a condition of your right to exercise this Option that you remain a
director of the Company on a continuous basis for a period of at least one year
after the date hereof. Thereafter, this Option shall
9
<PAGE>
terminate if: (i) you cease to be a director of the Company for any reason other
than death, each such option held by you may, to the extent exercisable, be
exercised by you (or your guardian, legal representative or similar person) for
a period of three (3) years after the date of your ceasing to be a director or
until the expiration of the term of such option, whichever period is shorter, or
(ii) you cease to be a director of the Company by reason of death, each such
option held by you may, whether then exercisable or not, thereafter be exercised
by your executor, administrator, legal representative, beneficiary or similar
person for a period of two years after the date of your death or until the
expiration of the term of such option, whichever period is shorter, or (iii) you
die during the three (3) year period following your ceasing to be a director, to
the extent then exercisable, each such option held by you may thereafter be
exercised by your executor, administrator, legal representative, beneficiary or
similar person for a period of one year after the date of death or until the
expiration of the term of such option, whichever period is shorter.
Exercise of an Option will result in ordinary taxable income to you to the
extent the Fair Market Value of the Shares exceeds the exercise price. The date
on which the Fair Market Value of the Shares is determined for this purpose is
generally the date of exercise. You should consult your tax advisor regarding
tax treatment prior to exercising an Option. No Shares shall be issued upon
exercise unless and until all income tax withholding obligations with respect to
the Option exercise have been satisfied.
Under applicable securities laws, you may not be able to sell any Shares
for a period of time after your purchase. The Company's counsel should be
consulted on your ability to sell your Shares under the 1934 Act. Any gain or
loss upon sale will be treated as long-term or short-term capital gain or loss
depending upon then existing tax laws. The basis of the stock for determining
gain or loss at the time of sale will be the fair market value used to determine
your ordinary taxable income at the time of exercise.
Please sign the copy of this Stock Option Agreement and return it to the
Company in care of its Secretary, thereby indicating your understanding of and
agreement with its terms and conditions. Unless signed and returned by mail or
otherwise to the Secretary within thirty (30) days from the date of mailing or
delivery to you of this Agreement, this Option will be deemed refused and
withdrawn. By signing this Agreement, you acknowledge receipt of a copy of the
Plan. The terms of the Plan shall have precedence over any terms in this
Agreement that are inconsistent therewith.
FIRST OAK BROOK BANCSHARES, INC.
Date:__________________ By:______________________________
Its: President
I hereby acknowledge receipt of a copy of the First Oak Brook Bancshares,
Inc. Amended and Restated 1987 Stock Option Plan, and, having read it, I hereby
signify my understanding of, and my agreement with, its terms and conditions
and, further, signify my agreement with the terms and conditions of this Stock
Option Agreement.
Date:__________________ _________________________________
Optionee
10
<PAGE>
BENEFICIARY DESIGNATION FORM
----------------------------
Re: Options Granted __________________ ____, 1998
You may designate a primary beneficiary and a secondary beneficiary to whom
rights under your Option will pass in the event of your death. You may name
more than one person as a primary or secondary beneficiary. For example, you
may wish to name your spouse as primary beneficiary and your children as
secondary beneficiaries. Your secondary beneficiary(ies) will have no rights
with respect to your Option if any of your primary beneficiaries survive you.
All primary beneficiaries will have equal rights with respect to your Option
unless you indicate otherwise. The same rule applies for secondary
beneficiaries.
Designate Your Beneficiary(ies):
Primary Beneficiary(ies) (give name, address and relationship to you):
________________________________________________________________________________
________________________________________________________________________________
Secondary Beneficiary(ies) (give name, address and relationship to you):
________________________________________________________________________________
________________________________________________________________________________
I certify that my designation of beneficiary set forth above is my free act
and deed and acknowledge that when effective it will revoke any prior
designation I may have made with regard to the Option set forth above.
______________________________ ______________________________________
Name (Please Print) Signature
______________________________________
Date
This Beneficiary Designation Form shall be effective on the day it is
received at the offices of First Oak Brook Bancshares, Inc., 1400 Sixteenth
Street, Oak Brook, Illinois 60523.
RECEIVED AND ACKNOWLEDGED:
FIRST OAK BROOK BANCSHARES, INC.
By:_______________________________
Date:_____________________ Its:______________________________
11
<PAGE>
EXHIBIT 4.3
-----------
STOCK OPTION AGREEMENT
----------------------
TO: NAME
----
ADDRESS
-------
DATE: GRANT DATE
----------
In order to provide additional incentive through stock ownership for
certain officers, key employees and non-employee directors of First Oak Brook
Bancshares, Inc. (the "Company") and its subsidiaries, you are hereby granted an
Option by the Company, effective as of the date hereof (the "date of grant"), to
purchase # OPTIONS shares of the Company's Common Stock ("Shares") at a price
per share of OPTION PRICE subject to the terms and conditions set forth in the
First Oak Brook Bancshares, Inc. Amended and Restated 1987 Stock Option Plan
(the "Plan"), the terms of which are incorporated herein by reference.
All capitalized terms used but not defined herein shall have the meaning
ascribed to such terms in the Plan.
This Option may be exercised on a cumulative basis as to the number of
Shares determined under the following schedule:
<TABLE>
<CAPTION>
Maximum Number of
Years after Shares as to Which
Date of Grant Option May be Exercised
------------------------------------------------------
<S> <C>
Less than 1 None
1 but less than 2 YEAR 1
------
2 but less than 3 YEAR 2
------
3 but less than 4 YEAR 3
------
4 but less than 5 YEAR 4
------
5 but not more than 10 YEAR 5
------
</TABLE>
This Option shall become immediately exercisable in full upon your death,
disability or Change in Control, as provided in the Plan or in this Stock Option
Agreement.
This Option may not be exercised after 10 years from the date of grant, at
which time this Option will lapse. This Option is personal to you and may not be
sold, transferred, pledged, assigned or otherwise alienated, other than as
provided herein. This Option shall be exercisable during your lifetime only by
you.
Notwithstanding the foregoing, you may transfer this Option to:
(a) your spouse, children or grandchildren ("Immediate Family Members");
12
<PAGE>
(b) a trust or trusts for the exclusive benefit of such Immediate Family
Members, or;
(c) a partnership in which such Immediate Family Members are the only
partners,
provided that:
(i) there may be no consideration for any such transfer;
(ii) subsequent transfers of such transferred Option shall be prohibited,
except to designated beneficiaries; and
(iii) such transfer is evidenced by documents acceptable to the Company
and filed with the Company's Human Resources Department.
Following such transfer, this Option shall continue to be subject to the
same terms and conditions as were applicable immediately prior to transfer,
provided that for purposes of designating a beneficiary with respect thereto,
the transferee shall be entitled to designate the beneficiary. The provisions
of this Stock Option Agreement relating to the period of exercisability and
expiration of this Option shall continue to be applied with respect to you and
your status as an employee, and this Option shall be exercisable by the
transferee only to the extent, and for the periods, set forth in this Stock
Option Agreement. Transfer of Shares purchased by your transferee upon exercise
of this Option may also be subject to the restrictions and limitations described
in this Stock Option Agreement.
You may designate a beneficiary or beneficiaries with respect to this
Option by completing and filing a completed copy of the Beneficiary Designation
Form, attached to this Stock Option Agreement, with the Company's Human
Resources Department.
You may exercise this Option by giving written notice to the Secretary of
the Company accomplished by either:
(a) a check in payment of the Option price (OPTION PRICE per share) for
the number of Shares of the Option being exercised; or
(b) tendering a sufficient number of shares of the Company's Common Stock
or the Company's Class A Common Stock with a fair market value equal
(subject to adjustment for fractional shares) to the cost of the
number of Shares of the Option being exercised.
The Plan provides that no Option may be exercised unless the Plan is in full
compliance with all laws and regulations applicable thereto.
No amendment, modification or waiver of this Option, in whole or in part, shall
be binding unless consented to in writing by the Company and no amendment may
cause any Option holder to be unfavorably affected with respect to any Option
already granted hereunder.
It is a condition of your right to exercise this Option that you remain employed
by the Company or its subsidiaries on a continuous basis for a period of at
least one year after the date hereof. Thereafter, this Option shall terminate
on the date you cease to be employed by the Company and its subsidiaries, except
that (i) during the three-month period following the date of such termination of
employment you shall be entitled to exercise the Options granted hereunder to
the extent such Option was exercisable on the date of the termination of your
employment and (ii) during the one-year period following the date of termination
of
13
<PAGE>
employment due to permanent disability or death, you or your representative
shall be entitled to exercise the Option granted hereunder in full (to the
extent not previously exercised). Such three-month or one-year period shall
not, however, extend the term of any Option beyond the date such Option would
otherwise have lapsed.
Exercise of an Option will result in ordinary taxable income to you to the
extent the Fair Market Value of the Shares exceeds the exercise price. The date
on which the Fair Market Value of the Shares is determined for this purpose is
generally the date of exercise. You should consult your tax advisor regarding
tax treatment prior to exercising an Option. No Shares shall be issued upon
exercise unless and until all income tax withholding obligations with respect to
the Option exercise have been satisfied. With respect to the withholding
required upon the exercise of the Option hereunder, you may elect to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares having a Fair Market Value on the date the tax is determined equal to the
minimum statutory total tax which would be imposed on the exercise of the
Option. All such elections shall be irrevocable, made in writing and signed by
you.
Under applicable securities laws, you may not be able to sell any Shares for a
period of time after your purchase. The Company's counsel should be consulted
on your ability to sell your Shares under the 1934 Act. Any gain or loss upon
sale will be treated as long-term or short-term capital gain or loss depending
upon then existing tax laws. The basis of the stock for determining gain or
loss at the time of sale will be the Fair Market Value used to determine your
ordinary taxable income at the time of exercise.
Please sign the copy of this Stock Option Agreement and return it to the Company
in care of its Secretary, thereby indicating your understanding of and agreement
with its terms and conditions. Unless signed and returned by mail or otherwise
to the Secretary within thirty (30) days from the date of mailing or delivery to
you of this Agreement, this Option will be deemed refused and withdrawn. By
signing this Agreement, you acknowledge receipt of a copy of the Plan. The
terms of the Plan shall have precedence over any terms in this Agreement that
are inconsistent therewith.
FIRST OAK BROOK BANCSHARES, INC.
Date: ________________________ By:___________________________________
Its: President
I hereby acknowledge receipt of a copy of the First Oak Brook Bancshares,
Inc. Amended and Restated 1987 Stock Option Plan Summary Description, and,
having read it, I hereby signify my understanding of, and my agreement with, its
terms and conditions and, further, signify my agreement with the terms and
conditions of this Stock Option Agreement.
Date: ________________________ ______________________________________
Optionee
14
<PAGE>
BENEFICIARY DESIGNATION FORM
----------------------------
Re: Options Granted __________________ ____, 1999
You may designate a primary beneficiary and a secondary beneficiary to whom
rights under your Option will pass in the event of your death. You may name
more than one person as a primary or secondary beneficiary. For example, you
may wish to name your spouse as primary beneficiary and your children as
secondary beneficiaries. Your secondary beneficiary(ies) will have no rights
with respect to your Option if any of your primary beneficiaries survive you.
All primary beneficiaries will have equal rights with respect to your Option
unless you indicate otherwise. The same rule applies for secondary
beneficiaries.
Designate Your Beneficiary(ies):
Primary Beneficiary(ies) (give name, address and relationship to you):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Secondary Beneficiary(ies) (give name, address and relationship to you):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
I certify that my designation of beneficiary set forth above is my free act
and deed and acknowledge that when effective it will revoke any prior
designation I may have made with regard to the Option set forth above.
_______________________________ ______________________________________
Name (Please Print) Signature
______________________________________
Date
This Beneficiary Designation Form shall be effective on the day it is
received at the offices of First Oak Brook Bancshares, Inc., 1400 Sixteenth
Street, Oak Brook, Illinois 60523.
RECEIVED AND ACKNOWLEDGED: FIRST OAK BROOK BANCSHARES, INC.
By:________________________________
Its:_______________________________
Date:________________
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<PAGE>
EXHIBIT 5
---------
[Letterhead of William E. Navolio]
March 25, 1999
First Oak Brook Bancshares, Inc.
1400 Sixteenth Street
Oak Brook, Illinois 60523
Re: First Oak Brook Bancshares, Inc. Amended and Restated 1987 Stock
Option Plan - Legal Opinion Concerning the Validity of Shares Offered
---------------------------------------------------------------------
Gentlemen:
I am Vice President, General Counsel and Secretary of First Oak Brook
Bancshares, Inc., a Delaware corporation (the "Registrant" or "Company"), in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of 200,000 shares of Common Stock, $2 par value per share and
200,000 shares of Class A Common Stock, $2 par value per share (collectively,
the "Shares") of the Registrant. A registration statement on Form S-8 (the
"Registration Statement") is being filed under the Act concurrently herewith to
register the Shares which will be granted to eligible employees of the
Registrant and participating subsidiaries pursuant to the First Oak Brook
Bancshares, Inc. Amended and Restated 1987 Stock Option Plan, as amended and
restated (the "Plan").
In connection with the offering of the Shares, I have examined:
(i) The Plan which is incorporated by reference as Exhibit 4.1 to the
Registration Statement on Form S-8 of the Company;
(ii) the form of the Stock Option Agreement for the Plan (the "Agreement")
which is incorporated by reference as Exhibit 4.2 to the Registration
Statement on Form S-8 of the Company;
(iii) the Registration Statement including the exhibits thereto; and
(iv) such other documents as I deemed necessary to form the opinions
hereinafter expressed.
My opinion assumes that:
(a) The pertinent provisions of such blue sky and securities laws as may
be applicable have been complied with; and
(b) The Shares are issued in accordance with the terms of the Plan and the
Agreement and any shares of Class A Common Stock issued upon
conversion of such shares of Common Stock are issued in accordance
with the Registrant's Certificate of Incorporation.
Based and relying solely upon the foregoing, I advise you that, in my
opinion, the Shares, or any portion thereof, to the extent such Shares represent
original issuance by the Registrant, when issued pursuant to the Plan after the
Registration Statement has become effective under the Act, will be validly
issued, fully paid and non-assessable.
16
<PAGE>
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
FIRST OAK BROOK BANCSHARES, INC.
/s/ William E. Navolio
----------------------------------------------
William E. Navolio
Vice President, General Counsel and Secretary
17
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to First Oak Brook Bancshares, Inc. Amended and Restated
1987 Stock Option Plan of our report dated March 20, 1998, with respect to the
consolidated financial statements of First Oak Brook Bancshares, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
March 24, 1999
18
