As filed with the Securities and Exchange Commission on April 27, 1999
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------
THE PEOPLES BANCTRUST COMPANY, INC.
--------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
ALABAMA 63-0896239
------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
310 BROAD STREET
SELMA, ALABAMA 36701
------------------------------------------
(Address of Principal Executive Offices)
THE PEOPLES BANCTRUST COMPANY, INC.
1999 STOCK OPTION PLAN
------------------------------------------
(Full title of the Plan)
RICHARD P. MORTHLAND
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
THE PEOPLES BANCTRUST COMPANY, INC.
310 BROAD STREET
SELMA, ALABAMA 36701
------------------------------------------
(Name and Address of Agent For Service)
(334) 875-1000
-------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
COPIES TO:
EDWARD B. CROSLAND, JR., ESQUIRE
J. MARK POERIO, ESQUIRE
KUTAK ROCK
1101 CONNECTICUT AVENUE, N.W., SUITE 1000
WASHINGTON, D.C. 20036-4374
(202) 828-2400
------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title Of Amount Proposed Maximum Proposed Maximum Amount of
Securities To Be Offering Price Aggregate Offering Registration
To Be Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value 500,000 (1) $17.25 (2) $8,625,000 (2) $2,398.00
<FN>
(1) Maximum number of shares issuable upon exercise of options granted or to be granted under The Peoples
BancTrust Company, Inc. 1999 Stock Option Plan, as such amount may be increased in accordance with
Section 9 of said plan in the event of a merger, consolidation, recapitalization, stock
dividend, stock split or similar event involving the Registrant.
(2) Under Rule 457(h), the shares (none of which is presently subject to option) are being registered
based upon the average of the bid and asked price of the common stock of the Registrant as reported
on The Nasdaq SmallCap Market on April 22, 1999 of $17.25 per share ($8,625,000 in the aggregate).
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
*Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in The Peoples
BancTrust Company, Inc. 1999 Stock Option Plan (the "Plan") in accordance with
Rule 428(b)(1) of the General Rules and Regulations under the Securities Act of
1933. In accordance with Note to Part I of Form S-8, such documents are not
filed with the Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or prospectus
supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Peoples BancTrust Company, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "1934 Act") and, accordingly, files periodic reports and other information
with the Commission. Reports, proxy statements and other information concerning
the Company filed with the Commission may be inspected and copies may be
obtained (at prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company. The address for the Commission's Web site is
"http://www.sec.gov".
The following documents are incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (Commission File No. 000-13653);
(b) The description of the Company's securities contained in the Company's
Registration Statement on Form S-4 dated June 30, 1998 (Commission File No.
333-58089).
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A), 13(C), 14
AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, PRIOR TO THE
FILING OF A POST-EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SECURITIES OFFERED
HAVE BEEN SOLD OR WHICH DEREGISTERS ALL SECURITIES THEN REMAINING UNSOLD, SHALL
BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION STATEMENT, AND TO
BE A PART HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTIONS OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The firm of Gamble, Gamble, Calame and Wilson, L.L.C. has given an opinion
upon the validity of the securities being registered. As of the date hereof,
members of such firm owned in the aggregate, of record or
<PAGE>
beneficially, more than $50,000 of the Company's common stock. Harry W. Gamble,
Jr. is a member of the law firm and a director of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Articles of Incorporation provide that the Registrant
shall have the authority to indemnify, to the full extent permitted by Alabama
or other applicable law, any person who was or is a party to or threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
of any kind, including an action by or in the right of the Registrant, as a
result of the fact that such person was or is serving as a director, officer,
employee or agent of the Registrant or was serving at the request of the Board
of Directors as a director, officer, employee or agent of another corporation,
partnership, or other enterprise, against expenses (including attorney's fees),
judgments, penalties, fines or amounts paid in settlement in connection
therewith. The Alabama Business Corporation Act ("ABCA") limits the instances in
which an Alabama corporation may provide indemnification. Under the ABCA, a
corporation may provide indemnification (other than in connection with a
proceeding by or in the right of the corporation) only if the person being
indemnified acted in good faith and in a manner he or she reasonably believed to
be in the best interests of the corporation or its shareholders and, with
respect to any criminal action or proceeding, if the person had no reasonable
cause to believe his or her conduct was unlawful. The termination of any action
by judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent is not, of itself, determinative that the person did not meet
this statutory standard of conduct. An Alabama corporation is required to
provide indemnification of directors, officers, employees or agents against all
reasonably incurred expenses to the extent the individual has been successful on
the merits or otherwise in defense of an action, suit or proceeding. An
individual may also apply to the court conducting the proceeding or to another
court of competent jurisdiction for indemnification. Such a court may order
indemnification if it determines that the person either is entitled to mandatory
indemnification or is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances, whether or not the applicable standard of
conduct described above has been satisfied. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the "Act") may
be permitted to directors, officers, or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.
The Registrant also provides each Director with director's insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.
ITEM 9. UNDERTAKINGS
1. 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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of
2
<PAGE>
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 a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) 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)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 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.
2. 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
4. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
3
<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
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Selma, State of Alabama, on this 20th day of April,
1999.
THE PEOPLES BANCTRUST COMPANY, INC.
By:/s/ Richard P. Morthland
----------------------------------------
Richard P. Morthland
Chairman of the Board and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of the registrant, hereby
severally constitute and appoint Richard P. Morthland our true and lawful
attorney and agent, to do any and all things in our names in the capacities
indicated below which said person may deem necessary or advisable to enable the
registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the registration statement on Form S-8 relating to the offering
of the registrant's Common Stock, including specifically, but not limited to,
power and authority to sign for us in our names in the capacities indicated
below the registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby approve, ratify and confirm
all that said person shall do or cause to be done by virtue thereof.
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 dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Richard P. Morthland
- ----------------------------- Chairman of the Board April 20, 1999
Richard P. Morthland and Chief Executive Officer
/s/ Andrew C. Bearden, Jr.
- ----------------------------- Executive Vice President April 20, 1999
Andrew C. Bearden, Jr. and Chief Financial Officer
(Principal Accounting Officer)
/s/ Clyde B. Cox, Jr. Director April 20, 1999
- -----------------------------
Clyde B. Cox, Jr.
/s/ John Crear Director April 20, 1999
- -----------------------------
John Crear
4
<PAGE>
Signatures Title Date
- ---------- ----- ----
/s/ Arnold B. Dopson Director April 20, 1999
- -----------------------------
Arnold B. Dopson
/s/ Harry W. Gamble, Jr. Director April 20, 1999
- -----------------------------
Harry W. Gamble, Jr.
/s/ Ted M. Henry Director April 20, 1999
- -----------------------------
Ted M. Henry
/s/ Elam P. Holley, Jr.
- ----------------------------- Director, President and April 20, 1999
Elam P. Holley, Jr. Chief Operating Officer
/s/ Edith M. Jones Director April 20, 1999
- -----------------------------
Edith M. Jones
/s/ A.D. Lovelady Director April 20, 1999
- -----------------------------
A.D. Lovelady
/s/ Thomas E. Newton Director April 20, 1999
- -----------------------------
Thomas E. Newton
/s/ Walter Owens Director April 20, 1999
- -----------------------------
Walter Owens
/s/ David Y. Pearce Director April 20, 1999
- -----------------------------
David Y. Pearce
/s/ C. Ernest Smith Director April 20, 1999
- -----------------------------
C. Ernest Smith
/s/ Julius E. Talton, Jr. Director April 20, 1999
- -----------------------------
Julius E. Talton, Jr.
/s/ Daniel P. Wilbanks Director April 20, 1999
- -----------------------------
Daniel P. Wilbanks
5
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
5 Opinion of Gamble, Gamble, Calame and Wilson, L.L.C. as to the
legality of the Common Stock being registered
23.1 Consent of Gamble, Gamble, Calame and Wilson, L.L.C. (appears in
their opinion filed as Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (contained in the signature page to this
registration statement)
99.1 The Peoples BancTrust Company, Inc. 1999 Stock Option Plan
99.2 Form of Stock Option Agreement to be entered into with Optionees with
respect to Incentive Stock Options granted under The Peoples
BancTrust Company, Inc. 1999 Stock Option Plan
99.3 Form of Stock Option Agreement to be entered into with Optionees with
respect to Non-Incentive Stock Options granted under The Peoples
BancTrust Company, Inc. 1999 Stock Option Plan
6
EXHIBIT 5
<PAGE>
April 23, 1999
Board of Directors
The Peoples BancTrust Company, Inc.
310 Broad Street
Selma, Alabama 36701
Re: The Peoples BancTrust Company, Inc. 1999 Stock Option Plan
Registration Statement on Form S-8
----------------------------------
Dear Sirs:
We have acted as counsel to The Peoples BancTrust Company, Inc., an Alabama
corporation (the "Company"), in connection with The Peoples BancTrust Company,
Inc. 1999 Stock Option Plan (the "Plan").
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the 500,000 shares of common stock of the Company, when issued
pursuant to and in accordance with the terms of the Plan, will be legally
issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8 and to reference to our firm under
the caption "Legal Opinion" in the Prospectus to be sent or given to
participants in the Plan.
Very truly yours,
GAMBLE, GAMBLE, CALAME AND WILSON, L.L.C.
BY: /s/ Harry W. Gamble, Jr.
----------------------------------------------
EXHIBIT 23.2
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report, dated March 18, 1999, on our audits of the consolidated
financial statements of the Peoples BancTrust Company, Inc. and subsidiary (the
Company) as of December 31, 1998 and 1997, and for each of the three years in
the period ended December 31, 1998 which report is included in the Company's
Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Birmingham, Alabama
April 21, 1999
EXHIBIT 99.1
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
1999 STOCK OPTION PLAN
The Peoples BancTrust Company, Inc. (the "Company") sets forth herein the
terms of the 1999 Stock Option Plan (the "Plan") as follows:
1. Purpose of the Plan.
The purpose of this Plan is to advance the interests of the Company through
providing select key Employees and Directors of the Bank, the Company, and their
Affiliates with the opportunity to acquire Shares. By encouraging such stock
ownership, the Company seeks to attract, retain and motivate the best available
personnel for positions of substantial responsibility and to provide additional
incentives to Directors and key Employees of the Company or any Affiliate to
expend maximum effort for the growth and success of the business. It is intended
that options issued pursuant to this Plan may constitute either ISOs or Non-ISOs
as defined below.
The Plan is not intended as an agreement or promise of employment. Neither
the Plan, nor any Option granted pursuant to the Plan, shall confer on any
person any right to continue in the employ of the Corporation. The right of the
Corporation to terminate an Employee is not limited by the Plan, nor by any
Option granted pursuant to the Plan, unless such right is specifically described
by the terms of any such Option.
2. Definitions.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.
(b) "Agreement" shall mean a written agreement entered into in accordance
with Paragraph 5(c).
(c) "Bank" shall mean The Peoples Bank and Trust Company, an Alabama
banking institution.
(d) "Board" shall mean the Board of Directors of the Company or any Parent
thereof.
(e) "Change in Control" shall mean any one of the following events: (1) the
acquisition of ownership, holding or power to vote more than 25% of the Bank's
or the Company's voting stock, (2) the acquisition of the ability to control the
election of a majority of the Bank's or the Company's directors, (3) the
acquisition of a controlling influence over the management or policies of the
Bank or the Company by any person or by persons acting as a "group" (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934), (4) the
acquisition of control of the Bank or the Company within the meaning of 12
C.F.R. Part 574 or its applicable equivalent, or (5) during any period of two
consecutive years, individuals (the
2
<PAGE>
"Continuing Directors") who at the beginning of such period constitute the Board
of Directors of the Company or the Bank (the "Existing Board") cease for any
reason to constitute at least two-thirds thereof, provided that any individual
whose election or nomination for election as a member of the Existing Board was
approved by a vote of at least two-thirds of the Continuing Directors then in
office shall be considered a Continuing Director. In the case of subsections
(1), (2), (3) and (4) above, ownership or control of the Bank by the Company
itself shall not constitute a "Change in Control." For purposes of defining
Change in Control, the term "person" refers to an individual or a corporation,
partnership, trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The decision of the Committee as to whether a Change
in Control has occurred shall be conclusive and binding.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(g) "Committee" shall mean the Stock Option Committee pursuant to Paragraph
5(a) hereof; provided that the Board may act in lieu of the Stock Option
Committee with respect to any matter.
(h) "Common Stock" shall mean the common stock of the Company.
(i) "Company" shall mean The Peoples BancTrust Company, Inc., an Alabama
corporation, and any successor thereto.
(j) "Continuous Service" shall mean the absence of any interruption or
termination of service as an Employee or Director of the Company or an
Affiliate. Continuous Service shall not be considered interrupted in the case of
sick leave, military leave or any other leave of absence approved by the
Company, in the case of transfers between payroll locations of the Company or
between the Company, an Affiliate or a successor, or in the case of a Director's
performance of services in an emeritus or advisory capacity.
(k) "Director" shall mean any member of the Board, and any member of the
board of directors of any Affiliate that the Board has by resolution designated
as being eligible for participation in this Plan.
(l) "Disability" shall mean a physical or mental condition, which in the
sole and absolute discretion of the Committee, is reasonably expected to be of
indefinite duration and to substantially prevent a Participant from fulfilling
his or her duties or responsibilities to the Company or an Affiliate.
(m) "Effective Date" shall mean the date specified in Paragraph 12 hereof.
(n) "Employee" shall mean any person employed by the Company, the Bank, or
an Affiliate.
(o) "Exercise Price" shall mean the price per Optioned Share at which an
Option may be exercised.
3
<PAGE>
(p) "ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan, and which is intended to be and is
identified as an "incentive stock option" within the meaning of Section 422 of
the Code.
(q) "Market Value" shall mean the fair market value of the Common Stock, as
determined under Paragraph 7(b) hereof.
(r) "Non-Employee Director" shall have the meaning provided in Rule 16b-3.
(s) "Non-ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan but which is not intended to be and is not
identified as an ISO.
(t) "Option" means an ISO and/or a Non-ISO.
(u) "Optioned Shares" shall mean Shares subject to an Option granted
pursuant to this Plan.
(v) "Participant" shall mean any person who receives an Option pursuant to
the Plan.
(w) "Plan" shall mean The Peoples BancTrust Company, Inc. 1999 Stock Option
Plan.
(x) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended.
(y) "Share" shall mean one share of Common Stock.
3. Term of the Plan and Options.
(a) Term of the Plan. The Plan shall continue in effect for a term of ten
years from the Effective Date, unless sooner terminated pursuant to Paragraph 14
hereof. No Option shall be granted under the Plan after ten years from the
Effective Date.
(b) Term of Options. The term of each Option granted under the Plan shall
be established by the Committee, but shall not exceed 10 years; provided,
however, that in the case of an Employee who owns Shares representing more than
10% of the outstanding Common Stock at the time an ISO is granted, the term of
such ISO shall not exceed five years.
4. Shares Subject to the Plan.
Except as otherwise required under Paragraph 10, the aggregate number of
Shares deliverable pursuant to Options shall not exceed 500,000 Shares. Such
Shares may either be authorized but unissued Shares, Shares held in treasury, or
Shares held in a grantor trust created by the Company. If any Options should
expire, become unexercisable, or be forfeited for any reason without having been
exercised, the Optioned Shares shall, unless the Plan shall have been
terminated, be available for the grant of additional Options under the Plan.
3
<PAGE>
5. Administration of the Plan.
(a) Composition of the Committee. The Plan shall be administered by the
Committee, which shall be appointed by the Board and act only by a majority of
its members.
(b) Powers of the Committee. Except as limited by the express provisions of
the Plan or by resolutions adopted by the Board, the Committee shall have sole
and complete authority and discretion (i) to select Participants and grant
Options, (ii) to determine the form and content of Options to be issued in the
form of Agreements under the Plan, (iii) to interpret the Plan, (iv) to
prescribe, amend and rescind rules and regulations relating to the Plan, and (v)
to make other determinations necessary or advisable for the administration of
the Plan. The Committee shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to time. A majority
of the entire Committee shall constitute a quorum and the action of a majority
of the members present at any meeting at which a quorum is present, or acts
approved in writing by a majority of the Committee without a meeting, shall be
deemed the action of the Committee.
(c) Agreement. Each Option shall be evidenced by a written agreement
containing such provisions as may be approved by the Committee. Each such
Agreement shall constitute a binding contract between the Company and the
Participant, and every Participant, upon acceptance of such Agreement, shall be
bound by the terms and restrictions of the Plan and of such Agreement. The terms
of each such Agreement shall be in accordance with the Plan, but each Agreement
may include such additional provisions and restrictions determined by the
Committee, in its discretion, provided that such additional provisions and
restrictions are not inconsistent with the terms of the Plan. In particular, the
Committee shall set forth in each Agreement (i) the Exercise Price of an Option,
(ii) the number of Shares subject to, and the expiration date of, the Option,
(iii) the manner, time and rate (cumulative or otherwise) of exercise or vesting
of such Option, and (iv) the restrictions, if any, to be placed upon such
Option, or upon Shares which may be issued upon exercise of such Option.
The Chairman of the Committee and such other Directors and officers as
shall be designated by the Committee are hereby authorized to execute Agreements
on behalf of the Company and to cause them to be delivered to the recipients of
the Options.
(d) Effect of the Committee's Decisions. All decisions, determinations and
interpretations of the Committee shall be final and conclusive on all persons
affected thereby.
(e) Indemnification. In addition to such other rights of indemnification as
they may have, the members of the Committee shall be indemnified by the Company
in connection with any claim, action, suit or proceeding relating to any action
taken or failure to act under or in connection with the Plan or any Option,
granted hereunder to the full extent provided for under the Company's governing
instruments with respect to the indemnification of Directors.
4
<PAGE>
6. Grant of Options.
(a) General Rule. The Committee shall have the discretion to make
discretionary grants of Options to Employees and Directors (including members of
the Committee).
(b) Special Rules for ISOs. The aggregate Market Value, as of the date the
Option is granted, of the Shares with respect to which ISOs are exercisable for
the first time by an Employee during any calendar year (under all incentive
stock option plans, as defined in Section 422 of the Code, of the Company or any
present or future Affiliate of the Company) shall not exceed $100,000.
Notwithstanding the foregoing, the Committee may grant Options in excess of the
foregoing limitations, in which case such Options granted in excess of such
limitation shall be Options which are Non-ISOs.
7. Exercise Price for Options.
(a) Limits on Committee Discretion. The Exercise Price as to any particular
Option shall not be less than 100% of the Market Value of the Optioned Shares on
the date of grant. In the case of an Employee who owns Shares representing more
than 10% of the Company's outstanding Shares of Common Stock at the time an ISO
is granted, the Exercise Price shall not be less than 110% of the Market Value
of the Optioned Shares at the time the ISO is granted.
(b) Standards for Determining Exercise Price. If the Common Stock is listed
on a national securities exchange (including the NASDAQ National Market System)
on the date in question, then the Market Value per Share shall be the average of
the highest and lowest selling price on such exchange on such date, or if there
were no sales on such date, then the Exercise Price shall be the mean between
the bid and asked price on such date. If the Common Stock is traded otherwise
than on a national securities exchange on the date in question, then the Market
Value per Share shall be the mean between the bid and asked price on such date,
or, if there is no bid and asked price on such date, then on the next prior
business day on which there was a bid and asked price. If no such bid and asked
price is available, then the Market Value per Share shall be its fair market
value as determined by the Committee, in its sole and absolute discretion.
8. Exercise of Options.
(a) Conditions for Exercise. Any Option granted hereunder shall be
exercisable at such times and under such conditions as the Committee shall
specify in the Agreement granting the Option granted to the Optionee.
(b) Procedure for Exercise. A Participant may exercise an Option, subject
to provisions relative to its termination and limitations on its exercise, only
by (1) written notice of intent to exercise the Option with respect to a
specified number of Shares, and (2) payment to the Company (contemporaneously
with delivery of such notice) in cash, in Common Stock, or a combination of cash
and Common Stock, of the amount of the Exercise Price for the number of Shares
with respect to which the Option is then being exercised. Each such notice (and
payment where required) shall be delivered, or mailed by prepaid registered or
certified mail, addressed to
5
<PAGE>
the Treasurer of the Company at its executive offices. Common Stock utilized in
full or partial payment of the Exercise Price for Options shall be valued at its
Market Value at the date of exercise, and may consist of Shares subject to the
Option being exercised. An Option may not be exercised for a fractional Share.
(c) Period of Exercisability. Except to the extent otherwise provided in
the terms of an Agreement, an Option may be exercised by a Participant only
while he is an Employee and has maintained Continuous Service from the date of
the grant of the Option, or within one year after termination of such Continuous
Service (but not later than the date on which the Option would otherwise
expire), except if the Employee's Continuous Service terminates by reason of -
(1) "Just Cause" which for purposes hereof shall have the meaning set
forth in any unexpired employment or severance agreement between the
Participant and the Bank and/or the Company (and, in the absence of any
such agreement, shall mean termination because of the Employee's personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order), then the
Participant's rights to exercise such Option shall expire on the date of
such termination;
(2) death, then to the extent that the Participant would have been
entitled to exercise the Option immediately prior to his death, such Option
of the deceased Participant may be exercised within two years from the date
of his death (but not later than the date on which the Option would
otherwise expire) by the personal representatives of his estate or person
or persons to whom his rights under such Option shall have passed by will
or by laws of descent and distribution.
(c) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the effective date
thereof, shall be final and conclusive on all persons affected thereby.
(d) Mandatory Six-Month Holding Period. Notwithstanding any other provision
of this Plan to the contrary, Common Stock that is purchased upon exercise of an
Option may not be sold within the six-month period following the grant date of
that Option, except in the event of the Participant's death or Disability, or
such other event as the Board may specifically deem appropriate.
9. Change in Control; Effect of Changes in Common Stock Subject to the
Plan.
(a) Change in Control. Upon a Change in Control (or, if earlier, the
execution of an agreement to effect a Change in Control), all Options shall
become fully exercisable, notwithstanding any other provision of the Plan or any
Agreement.
(b) Recapitalizations; Stock Splits, Etc. The number and kind of shares
reserved for issuance under the Plan, and the number and kind of shares subject
to outstanding Options and
6
<PAGE>
the Exercise Price thereof, shall be proportionately adjusted for any increase,
decrease, change or exchange of Shares for a different number or kind of shares
or other securities of the Company which results from a merger, consolidation,
recapitalization, reorganization, reclassification, stock dividend, split-up,
combination of shares, or similar event in which the number or kind of shares is
changed without the receipt or payment of consideration by the Company.
(c) Transactions in which the Company is Not the Surviving Entity. In the
event of (i) the liquidation or dissolution of the Company, (ii) a merger or
consolidation in which the Company is not the surviving entity, or (iii) the
sale or disposition of all or substantially all of the Company's assets (any of
the foregoing to be referred to herein as a "Transaction"), all outstanding
Options, together with the Exercise Prices thereof, shall be equitably adjusted
for any change or exchange of Shares for a different number or kind of shares or
other securities which results from the Transaction.
(d) Special Rule for ISOs. Any adjustment made pursuant to subparagraphs
(a) or (b) hereof shall be made in such a manner as not to constitute a
modification, within the meaning of Section 424(h) of the Code, of outstanding
ISOs.
(e) Conditions and Restrictions on New, Additional, or Different Shares or
Securities. If, by reason of any adjustment made pursuant to this Paragraph, a
Participant becomes entitled to new, additional, or different shares of stock or
securities, such new, additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions and restrictions which were
applicable to the Shares pursuant to the Option before the adjustment was made.
(f) Other Issuances. Except as expressly provided in this Paragraph, the
issuance by the Company or an Affiliate of shares of stock of any class, or of
securities convertible into Shares or stock of another class, for cash or
property or for labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect, and no adjustment
shall be made with respect to, the number, class, or Exercise Price of Shares
then subject to Options or reserved for issuance under the Plan.
10. Non-Transferability.
Options may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution. Notwithstanding the foregoing, or any other provision of this
Plan, a Participant who holds Options may transfer such Options (but not ISOs)
to his or her spouse, lineal ascendants, lineal descendants, or to a duly
established trust for the benefit of one or more of these individuals. Options
so transferred may thereafter be transferred only to the Participant who
originally received the grant or to an individual or trust to whom the
Participant could have initially transferred the Options pursuant to this
Paragraph. Options which are transferred pursuant to this Paragraph shall be
exercisable by the transferee according to the same terms and conditions as
applied to the Participant.
7
<PAGE>
11. Time of Granting Options.
The date of grant of an Option shall, for all purposes, be the later of the
date on which the Committee makes the determination of granting such Option, and
the Effective Date. Notice of the determination shall be given to each
Participant to whom an Option is so granted within a reasonable time after the
date of such grant.
12. Effective Date.
The Plan shall become effective on March 16, 1999, but its effectiveness
and the effectiveness of any grants of Options shall be contingent upon the
Plan's approval by a favorable vote of stockholders owning at least a majority
of the total votes cast at a duly called meeting of the Company's stockholders
held in accordance with applicable laws.
13. Modification of Options.
At any time, and from time to time, the Board may authorize the Committee
to direct execution of an instrument providing for the modification of any
outstanding Option, provided no such modification shall confer on the holder of
said Option any right or benefit which could not be conferred on him by the
grant of a new Option at such time, or impair the Option without the consent of
the holder of the Option.
14. Amendment and Termination of the Plan.
The Board may from time to time amend the terms of the Plan and, with
respect to any Shares at the time not subject to Options, suspend or terminate
the Plan. No amendment, suspension or termination of the Plan shall, without the
consent of any affected holders of an Option, alter or impair any rights or
obligations under any Option theretofore granted.
15. Conditions Upon Issuance of Shares.
(a) Compliance with Securities Laws. Shares of Common Stock shall not be
issued pursuant to any provision of this Plan unless the issuance and delivery
of such Shares shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, any applicable state securities law, and the
requirements of any stock exchange upon which the Shares may then be listed.
(b) Special Circumstances. The inability of the Company to obtain approval
from any regulatory body or authority deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder shall relieve
the Company of any liability in respect of the non-issuance or sale of such
Shares. As a condition to the exercise of an Option, the Company may require the
person exercising the Option to make such representations and warranties as may
be necessary to assure the availability of an exemption from the registration
requirements of federal or state securities law.
8
<PAGE>
(c) Committee Discretion. The Committee shall have the discretionary
authority to impose in Agreements such restrictions on Shares as it may deem
appropriate or desirable, including but not limited to the authority to impose a
right of first refusal, or to establish repurchase rights, or to pay an Optionee
the in-the-money value of his Option in consideration for its cancellation, or
all of these restrictions.
16. Reservation of Shares.
The Company, during the term of the Plan, will reserve and keep available a
number of Shares sufficient to satisfy the requirements of the Plan.
17. Withholding Tax.
The Company's obligation to deliver Shares pursuant to the Plan shall be
subject to the Participant's satisfaction of all applicable federal, state and
local income and employment tax withholding obligations. The Committee, in its
discretion, may permit the Participant to satisfy the obligation, in whole or in
part, by irrevocably electing to have the Company withhold Shares, or to deliver
to the Company Shares that he already owns, having a value equal to the amount
required to be withheld. The value of the Shares to be withheld, or delivered to
the Company, shall be based on the Market Value of the Shares on the date the
amount of tax to be withheld is to be determined. As an alternative, the Company
may retain, or sell without notice, a number of such Shares sufficient to cover
the amount required to be withheld.
18. No Employment or Other Rights.
In no event shall an Employee's or Director's eligibility to participate or
participation in the Plan create or be deemed to create any legal or equitable
right of the Employee, Director, or any other party to continue service with the
Company, the Bank, or any Affiliate of such corporations. No Employee or
Director shall have a right to be granted an Option or, having received an
Option, the right to again be granted an Option. However, an Employee or
Director who has been granted an Option may, if otherwise eligible, be granted
an additional Option or Options.
19. Governing Law.
The Plan shall be governed by and construed in accordance with the laws of
the State of Alabama, except to the extent that federal law shall be deemed to
apply.
9
EXHIBIT 99.2
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
1999 STOCK OPTION PLAN
-------------------------------------
Agreement for Incentive Stock Options
-------------------------------------
THIS STOCK OPTION (the "Option") grants ___________________________ (the
Optionee) the right to purchase a total of _______ shares of Common Stock, par
value $.10 per share, of The Peoples BancTrust Company, Inc. (the "Company"), at
the price set forth herein, in all respects subject to the terms, definitions
and provisions of The Peoples BancTrust Company, Inc. 1999 Stock Option Plan
(the "Plan") which is incorporated by reference herein. This Option is intended
to qualify as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). The Optionee acknowledges,
through signing below, the receipt of the prospectus associated with the Plan.
1. Option Price. The Option price per share is $_______, which equals 100%*
of the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this Option.
2. Vesting and Exercise of Option. This Option shall be exercisable in
accordance with the Plan as follows:
Schedule of rights to exercise:
------------------------------
Years of Continuous Percentage of Total Shares
Employment After Subject to Option
Date of Grant of Option Which May Be Exercised
----------------------- ----------------------
Upon Grant ____%
1 year but less than 2 years ____%
2 years but less than 3 years ____%
3 years or more ____%
3. Method of Exercise. This Option shall be exercisable by a written notice
by the Optionee which shall:
(a) state the election to exercise the Option, the number of shares
with respect to which it is being exercised, the person in whose name the
stock certificate or certificates for such shares of Common Stock is to be
registered, his address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such persons);
- ----------------------------
* 100% in the case of an Optionee who owns shares representing more
than 10% of the outstanding common stock of the Company on the date of
grant of this Option.
<PAGE>
ISO Agreement
Page 2
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may be
satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the Option
and, if the Option is being exercised by any person or persons other than
the Optionee, be accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock, or such
combination of cash and Common Stock as the Optionee elects. In addition,
the Optionee may elect to pay for all or part of the exercise price of the
shares by having the Company withhold a number of shares that are both
subject to this Option and have a fair market value equal to the exercise
price. The certificate or certificates for shares of Common Stock as to
which the Option shall be exercised shall be registered in the name of the
person or persons exercising the Option.
4. Restrictions on Exercise. This Option may not be exercised if the
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to the Optionee's exercise of this Option, the Company may require the
person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
5. Withholding. The Optionee hereby agrees that the exercise of the Option
or any installment thereof will not be effective, and no shares will become
transferable to the Optionee, until the Optionee makes appropriate arrangements
with the Company for such tax withholding as may be required of the Company
under federal, state, or local law on account of such exercise.
6. Non-transferability of Option. This Option may not be transferred in any
manner otherwise than by will or the laws of descent or distribution. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
<PAGE>
ISO Agreement
Page 3
7. Term of Option. This Option may not be exercisable for more than ten**
years from the date of grant of this Option, as stated below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
- -------------------------- THE PEOPLES BANCTRUST COMPANY, INC.
Date of Grant 1999 STOCK OPTION PLAN COMMITTEE
By _____________________________________
An Authorized Member of the Committee
Witness:_________________________________
- ----------------------------
** Five years in the case of an Optionee who owns shares representing more than
10% of the outstanding common stock of the Company on the date of grant of this
Option.
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
1999 STOCK OPTION PLAN
---------------------------------
Form for Exercise of
Incentive Stock Options
---------------------------------
Treasurer
The Peoples BancTrust Company, Inc.
310 Broad Street
Selma, Alabama 36701
Re: The Peoples BancTrust Company, Inc. 1999 Stock Option Plan
Dear Sir:
The undersigned elects to exercise the Incentive Stock Option to purchase
_______ shares, par value $.10, of Common Stock of The Peoples BancTrust
Company, Inc. (the "Company") under and pursuant to a Stock Option Agreement
dated _____________, ____.
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$___________ of cash or check
$___________ in the form of ______ shares of Common Stock, valued at
$_______ per share
$___________ TOTAL
The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person(s) is as follows:
Name ___________________________________________________________________________
Address ________________________________________________________________________
Social Security Number _________________________________________________________
- --------------------
Date
Very truly yours,
-----------------------------------
EXHIBIT 99.3
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
1999 STOCK OPTION PLAN
-----------------------------------------
Agreement for Non-Incentive Stock Options
-----------------------------------------
THIS STOCK OPTION (the "Option") grants _________________________ (the
"Optionee") the right to purchase a total of ________________ shares of Common
Stock, par value $.10 per share, of The Peoples BancTrust Company, Inc. (the
"Company") at the price set forth herein, in all respects subject to the terms,
definitions and provisions of The Peoples BancTrust Company, Inc. 1999 Stock
Option Plan (the "Plan") which is incorporated by reference herein. This Option
is intended not to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). The Optionee
acknowledges, through signing below, the receipt of the prospectus associated
with the Plan.
1. Option Price. The Option price is $________ for each share, being 100%
of the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this Option.
2. Vesting and Exercise of Option. This Option shall be exercisable in
accordance with the Plan as follows:
Schedule of rights to exercise:
------------------------------
Years of Continuous Percentage of Total Shares
Employment After Subject to Option
Date of Grant of Option Which May Be Exercised
----------------------- ----------------------
Upon Grant ____%
1 year but less than 2 years ____%
2 years but less than 3 years ____%
3 years or more ____%
3. Method of Exercise. This Option shall be exercisable by a written notice
by the Optionee which shall:
(a) state the election to exercise the Option, the number of shares
with respect to which it is being exercised, the person in whose name the
stock certificate or certificates for such shares of Common Stock is to be
registered, his address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may be
satisfactory to the Company's counsel;
<PAGE>
Non-ISO Agreement
Page 2
(c) be signed by the person or persons entitled to exercise the Option
and, if the Option is being exercised by any person or persons other than
the Optionee, be accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock, or such
combination of cash and Common Stock as the Optionee elects. In addition,
the Optionee may elect to pay for all or part of the exercise price of the
shares by having the Company withhold a number of shares that are both
subject to this Option and have a fair market value equal to the exercise
price. The certificate or certificates for shares of Common Stock as to
which the Option shall be exercised shall be registered in the name of the
person or persons exercising the Option.
4. Restrictions on exercise. This Option may not be exercised if the
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to the Optionee's exercise of this Option, the Company may require the
person exercising this Option to make any representation and warranty to the
Company as may be required by any applicable law or regulation.
5. Withholding. The Optionee hereby agrees that the exercise of the Option
or any installment thereof will not be effective, and no shares will become
transferable to the Optionee, until the Optionee makes appropriate arrangements
with the Company for such tax withholding as may be required of the Company
under federal, state, or local law on account of such exercise.
6. Non-transferability of Option. This Option may not be transferred in any
manner otherwise than by will or the laws of descent or distribution. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee. Nothwithstanding any other terms of this
agreement, the Optionee may transfer this Option to the Optionee's spouse,
lineal ascendants, lineal discendents, or to a duly established trust for their
benefit, provided that such transferee shall be permitted to exercise this
Option subject to the same terms and conditions applicable to the Optionee.
<PAGE>
Non-ISO Agreement
Page 3
7. Term of Option. This Option may not be exercisable for more than ten
years from the date of grant of this Option, as stated below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
- ---------------------------- THE PEOPLES BANCTRUST COMPANY, INC.
Date of Grant 1999 STOCK OPTION PLAN COMMITTEE
By _____________________________________
An Authorized Member of the Committee
Witness: ________________________________
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC.
1999 STOCK OPTION PLAN
--------------------------------
Form for Exercise of
Non-Incentive Stock Options
--------------------------------
Treasurer
The Peoples BancTrust Company, Inc.
310 Broad Street
Selma, Alabama 36701
Re: The Peoples BancTrust Company, Inc. 1999 Stock Option Plan
Dear Sir:
The undersigned elects to exercise the Non-Incentive Stock Option to
purchase _______ shares, par value $.10, of Common Stock of The Peoples
BancTrust Company, Inc. (the "Company") under and pursuant to a Stock Option
Agreement dated _____________, 199_.
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$______ of cash or check
$______ in the form of ______ shares of Common Stock, valued at
$_______ per share
$______ TOTAL
The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person(s) is as follows:
Name ___________________________________________________________________________
Address ________________________________________________________________________
Social Security Number _________________________________________________________
- ---------------------
Date
Very truly yours,
____________________________
