<PAGE> 1
Registration No. 333-_____
As filed with the Securities and Exchange Commission on March 25, 1996
________________________________________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
F&M BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1365327
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Bank Avenue
Kaukauna, Wisconsin 54130
(Address of Principal Executive Offices) (ZIP Code)
------------------
F&M BANCORPORATION, INC.
EMPLOYEES' RETIREMENT AND SAVINGS PLAN
(Full title of the plan)
Copy to:
DANIEL E. VOET KENNETH V. HALLETT
Chief Financial Officer Quarles & Brady
and Treasurer 411 East Wisconsin Avenue
F&M BANCORPORATION, INC. Milwaukee, Wisconsin 53202
One Bank Avenue
Kaukauna, Wisconsin 54130
(Name and address of agent for service)
(414) 766-1717
(Telephone number, including area code, of agent for service)
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES MAXIMUM AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE PRICE(2) FEE
---------- ------------- --------- -------- ------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00 per share (2) (2) $7,000,000 $2,413.80
========================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) of the Securities Act of 1933,
this registration statement also covers an undetermined amount of
interest to be offered or sold pursuant to the employee benefit plan
described here.
(2) Pursuant to Rule 457(o), a maximum dollar value of the registrant's
common stock is registered, without regarding to the precise number of
shares.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by F & M Bancorporation, Inc. (the
"Registrant") (Commission File No. 0-14553) with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "1934 Act") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 containing
audited financial statements for that year;
(b) The Registrant's Report on Form 8-K dated February 5,
1996;
(c) The Plan's Annual Report for the year ended December
31, 1994 on Form 11-K; and
(d) The description of the Registrant's Common Stock in
Item 11 of the Registrant's Registration Statement on
Form 10, as amended September 16, 1993.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See Item 3(e) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the Wisconsin Business
Corporation Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the
Registrant is required to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a proceeding,
for all reasonable expenses incurred in the proceeding if such person was a
party because he or she was a director or officer of the Registrant. In all
other cases, the Registrant is required by Section 180.0851(2) of the WBCL to
indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she was an officer or director of
the Registrant, unless it is determined that he or she breached or failed to
perform a duty owed to the Registrant and the breach or failure to perform
constitutes: (i) a willful failure to deal fairly with the Registrant or its
shareholders in connection with a matter in which the director or officer has a
material conflict of interest; (ii) a violation of criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was unlawful; (iii)
a transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct. Section 180.0858(1) of the WBCL provides
that, subject to certain limitations, the mandatory indemnification provisions
do not preclude any additional right to indemnification or allowance of
expenses that a director or officer may have under the Registrant's articles of
incorporation, bylaws, a written agreement or a resolution of the Board of
Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public policy
of the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain
exceptions, a director is not liable to a corporation, its shareholders, or any
person asserting rights on behalf of the corporation or its shareholders, for
damages, settlements, fees, fines, penalties or other monetary liabilities
arising from a breach of, or failure to perform, any duty resulting solely from
his or her status as a director, unless the person asserting liability proves
that the breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.
Under Section 180.0833 of the WBCL, directors of the Registrant
against whom claims are asserted with respect to the declaration of an improper
dividend or other distribution to shareholders to which they assented are
entitled to contribution from other directors who assented to such distribution
and from shareholders who knowingly accepted the improper distribution, as
provided therein.
Article X of the Registrant's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL. The Registrant has also
executed an indemnity agreement with each of its directors and certain of its
officers which provides certain indemnity rights to such individuals.
Directors and officers of the Registrant are covered by directors'
and officers' liability insurance under which they are insured (subject to
certain exceptions and limitations specified in the policy) against expenses
and liabilities arising out of proceedings to which they are parties by reason
of being or having been directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE> 4
ITEM 8. EXHIBITS.
See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(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;
(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)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference 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 which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Reference is made to the indemnification provisions referred
to in Item 6 hereof.
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
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<PAGE> 5
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.
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<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kaukauna, State of Wisconsin, on March 25,
1996.
F & M BANCORPORATION, INC.
(Registrant)
By: /s/ Gail E. Janssen
-------------------------------------
Gail E. Janssen, Chairman of the Board,
President and Chief Executive Officer
__________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gail E. Janssen and Daniel E. Voet, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (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, and any other regulatory
authority, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
__________________
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.*
SIGNATURE TITLE
/s/ Gail E. Janssen
- ---------------------------------- Chairman of the Board, President
Gail E. Janssen and Chief Executive Officer and Director
/s/ Daniel E. Voet
- ---------------------------------- Chief Financial Officer
Daniel E. Voet and Treasurer (also, Principal
Accounting Officer)
/s/ Otto L. Cox
- ---------------------------------- Director
Otto L. Cox
S-1
<PAGE> 7
/s/ Paul J. Hernke
- ------------------------- Director
Paul J. Hernke
/s/ John W. Johnson
- ------------------------- Director
John W. Johnson
/s/ Douglas A. Martin
- ------------------------- Director
Douglas A. Martin
/s/ Duane G. Peppler
- ------------------------- Director
Duane G. Peppler
- ------------------------- Director
Robert C. Safford
- ------------------------- Director
Glenn L. Schilling
- ------------------------- Director
Joseph F. Walsh
*Each of these signatures is affixed as of March 25, 1996.
S-2
<PAGE> 8
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Kaukauna,
State of Wisconsin, on March 25, 1995.
F&M BANCORPORATION, INC.
SAVINGS PLAN
/s/ Bartholomew Salazar
-------------------------------------
Bartholomew Salazar
Administrative Committee Member
/s/ Constance M. Verbruggen
-------------------------------------
Constance M. Verbruggen
Administrative Committee Member
/s/ Daniel E. Voet
-------------------------------------
Daniel E. Voet
Administrative Committee Member
S-3
<PAGE> 9
F & M BANCORPORATION, INC.
(THE "REGISTRANT")
(COMMISSION FILE NO. 0-14553)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
EXHIBIT INCORPORATED HEREIN FILED SEQUENTIAL
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH PAGE NO.
<S> <C> <C>
3.1 Restated Articles of Incorporation Exhibit No. 3.1 to Registrant's
of the Registrant, as amended Record on 10-Q for the quarter
through May 14, 1992. ended March 31, 1992.
3.2 Bylaws of the Registrant, as Exhibit No. 3.2 to Registrant's
amended through February 4, 1994. 1993 Annual Report on Form 10-K
5.1 Opinion of Quarles & Brady re
legality of securities being
registered. X
5.2 Internal Revenue Service
Determination Letter
X
23.1 Consent of Wipfli Ullrich Bertelson X
23.3 Consent of Quarles & Brady Part of
Exhibit 5.1
24 Powers of Attorney Signature Page
to this
Registration
Statement
</TABLE>
EI-1
<PAGE> 1
[Quarles & Brady Letterhead]
Exhibit 5.1
March 25, 1996
F & M Bancorporation, Inc.
One Bank Avenue
Kaukauna, Wisconsin 54130
Gentlemen and Ladies:
We are providing this opinion in connection with the Registration
Statement of F & M Bancorporation, Inc. (the "Company") on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act"), with respect to the proposed issuance and sale by the Company of
up to $7,000,000 in value of shares of Common Stock, par value $1.00 per
share, of the Company (the "Shares") under the F & M Bancorporation, Inc.
Employees' Retirement and Savings Plan (the "Plan"). We have examined (i) the
Registration Statement; (ii) the Company's Restated Certificate of
Incorporation and Amended and Restated Bylaws, as amended to date; (iii) the
Plan; (iv) corporate proceedings relating to the adoption of the Plan and the
issuance of the Shares; and (v) such other documents and records as we have
deemed necessary in order to render this opinion. In rendering this opinion,
we have relied as to certain factual matters on certificates of officers of the
Company and of state officials.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation validly existing under the laws
of the State of Wisconsin.
2. The Shares, when issued and paid for as contemplated by the
Registration Statement and the Plan, will be validly issued, fully paid and
non-assessable by the Company subject to the personal liability which may be
imposed on shareholders by Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law, as judicially interpreted, for debts owing to employees for
services performed, but not exceeding six months service in any one case.
Although Section 180.0622(2)(b) provides that such personal liability of
shareholders shall be "to an amount equal to the par value of shares owned by
them respectively, and to the consideration for which their shares without par
value was issued," the Wisconsin Supreme Court, by a split decision without a
written opinion, has affirmed a judgment holding shareholders of a corporation
liable under the substantially identical predecessor statute in effect prior to
January 1, 1991 (Section 180.40(6)) for unpaid employee wages to an amount
equal to the consideration for which their par value shares were issued rather
than the shares' lower stated par value. Local 257 of Hotel and Restaurant
Employees and Bartenders International Union v. Wilson Street East Dinner
Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d 664 (1985) (affirming the 1983
decision of the Circuit Court for Dane County, Wisconsin, in Case No.
82-CV-0023).
We call to your attention that two attorneys in our firm who have
provided services with respect to the Registration Statement own an aggregate
of 5,590 shares of Company Common Stock.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act, or that we come within
the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/
QUARLES & BRADY
<PAGE> 1
Exhibit 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. Box A-3417 DPN20-6
CHICAGO, IL 60690
Employer Identification Number:
39-1365327
Date: March 6, 1995 File Folder Number:
390003152
F&M BANCORPORATION, INC. Person to Contact:
C/O MCCARTY, CURRY, TECHNICAL SCREENER
WYDEVEN, PEETERS & HAAK
120 E. FOURTH ST., Contact Telephone Number:
P.O. BOX 860 (312) 435-1040
KAUKAUNA, WI 54130-0860 Plan Name:
EMPLOYEE'S RETIREMENT AND SAVINGS
PLAN
Plan Number: 002
Dear Applicant:
We have made a favorable determination on you plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continue qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination letter is applicable for the amendment(s) adopted
on October 25, 1994.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
<PAGE> 2
F&M BANCORPORATION, INC.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a general test
described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
Section 410(b) of the Code.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/
Marilyn W. Day
District Director
Enclosures
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
<PAGE> 1
Exhibit 23.1
[Wipfli Ullrich Bertelson CPAs Letterhead]
INDEPENDENT ACCOUNTANTS' CONSENT
We consent to incorporation by reference in this Registration Statement on Form
S-8 of F&M Bancorporation, Inc. of our report dated February 2, 1996, relating
to the consolidated balance sheets of F&M Bancorporation, Inc. and Subsidiaries
as of December 31, 1995 and 1994, and the related consolidated statements of
income, stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1995, which report is incorporated in the
Form 10-K of F&M Bancorporation, Inc. for the year ended December 31, 1995, and
of our reports dated June 15, 1995, relating to the consolidated financial
statements of the F&M Employees' Retirement and Savings Plan and Trust (the
"Plan") as of December 31, 1994 and 1993 and the related supplemental schedules
which reports appear in the December 31, 1994 annual report on Form 11-K of the
Plan.
/s/ WIPFLI ULLRICH BERTELSON CPSs
Certified Public Accountants
Appleton, Wisconsin
March 25, 1996
