<PAGE> 1
As filed with the Securities and Exchange Commission on March 4, 1999
Registration Statement No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
MISSISSIPPI VALLEY BANCSHARES, INC.
-----------------------------------
(Exact name of Registrant as specified in its charter)
Missouri 43-1336298
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(State of incorporation) I.R.S. Employer Identification No.
700 Corporate Plaza Drive, St. Louis, Missouri 63105
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(Address of Principal Executive Offices) (Zip Code)
1991 STOCK OPTION PLAN (FIVE-YEAR OPTIONS)
------------------------------------------
(Full title of the plan)
Andrew N. Baur
Chairman and Chief Executive Officer
Mississippi Valley Bancshares, Inc.
700 Corporate Plaza Drive
St. Louis, Missouri 63105
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(Name and address of agent for service)
(314) 268-2580
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(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share aggregate offering price registration fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 200,000 shares $31.59 $6,318,000.00 $1,756.41
value $1.00 per share
- -------------------------------------------------------------------------------------------------------------------------
<FN>
<F*> Average of high and low trading prices of registrant's Common Stock as
quoted on the NASDAQ National Market on March 3, 1999.
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is being filed for the purpose of
registering additional securities of the same class (common stock, par value
$1.00 per share) as other securities for which an earlier registration
statement on Form S-8 relating to the same employee benefit plan is
effective.
Pursuant to General Instruction E to Form S-8, the contents of the
earlier registration statement, File No. 33-70208, are hereby incorporated by
reference.
ITEM 5: INTEREST OF NAMED EXPERTS AND COUNSEL. Frederick O. Hanser, who is
-------------------------------------
of counsel to the law firm of Armstrong Teasdale LLP, the firm giving the
opinion set forth in Exhibit 5 of this Registration Statement, is a member of
the Board of Directors of the registrant and owns 64,410 shares (<1%) of the
registrant's common stock.
ITEM 8: EXHIBITS. The Exhibits listed in the Exhibit Index below, hereby
--------
incorporated by reference, are filed as a part of this Registration
Statement.
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<PAGE> 3
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, 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 City of St. Louis, State of Missouri, on February 23,
1999.
MISSISSIPPI VALLEY BANCSHARES, INC.
By: /s/ANDREW N. BAUR
---------------------------------------
Andrew N. Baur, Chairman and
Chief Executive Officer
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 dates indicated.
Each person whose signature appears below constitutes and appoints
Andrew N. Baur and Linn H. Bealke his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and re-substitution, for him or her and in his or her name,
place or 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, hereby granting unto
said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and things 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 attorneys-in-fact and agents, each acting alone, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
<TABLE>
<C> <C> <S>
February 23, 1999 /s/ANDREW N. BAUR Chairman, Chief Executive
--------------------------- Officer and Director
Andrew N. Baur (Principal Executive Officer)
February 24, 1999 /s/LINN H. BEALKE President and Director
---------------------------
Linn H. Bealke
February 23, 1999 /s/JOHN T. BAUMSTARK Director
---------------------------
John T. Baumstark
February 23, 1999 /s/ALICE C. BEHAN Director
---------------------------
Alice C. Behan
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<PAGE> 4
February 23, 1999 /s/WILLIAM H. T. BUSH Director
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William H. T. Bush
February __, 1999 Director
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Franklin J. Cornwell, Jr.
February 23, 1999 /s/THEODORE P. DESLOGE, JR. Director
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Theodore P. Desloge, Jr.
February __, 1999 Director
---------------------------
Louis N. Goldring
February __, 1999 Director
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Richard T. Grote
February 23, 1999 /s/FREDERICK O. HANSER Director
---------------------------
Frederick O. Hanser
February __, 1999 Director
---------------------------
Donna D. Lambert
February __, 1999 Director
---------------------------
Michael D. Latta
February __, 1999 Director
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Mont S. Levy
February 23, 1999 /s/LEWIS B. SHEPLEY Director
---------------------------
Lewis B. Shepley
February 23, 1999 /s/PAUL M. STRIEKER Executive Vice President,
--------------------------- Controller, Assistant
Paul M. Strieker Secretary and Chief
Financial Officer
</TABLE>
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Description
- ------- -----------
<C> <S>
4.3 Mississippi Valley Bancshares, Inc. 1991 Stock Option
Plan (Five-Year Options), as amended through February
17, 1999
5 Opinion of Armstrong Teasdale LLP regarding legality of
shares being registered.
23.1 Consent of Armstrong Teasdale LLP (incorporated in
Exhibit 5).
23.2 Consent of Ernst & Young, LLP.
24 Powers of Attorney (see Signature Page).
</TABLE>
II-4
<PAGE> 1
EXHIBIT 4.3
-----------
MISSISSIPPI VALLEY BANCSHARES, INC.
1991 STOCK OPTION PLAN (FIVE-YEAR OPTIONS)
(As Amended Through 2/17/99)
1. Purpose of Plan: The purpose of this 1991 Stock Option Plan
---------------
(Five-Year Options) (the "Plan") is to aid Mississippi Valley Bancshares,
Inc. (the "Company") and its subsidiaries in securing and retaining officers
by making it possible to offer them an increased incentive, in the form of a
proprietary interest in the Company, to join or continue in the service of
the Company (including its subsidiaries) and increase their efforts for its
welfare.
2. Granting of Options: The Compensation and Employee Benefits
-------------------
Committee ("Committee") of the Company's Board of Directors ("Board") may
from time to time grant options to purchase shares of the Company's common
stock ("Stock") to officers of the Company or any of its subsidiaries
pursuant to this Plan. In granting options, the Committee may consider the
recommendations of the Company's Chairman and the chief executive officers of
the Company's subsidiaries. No member of the Committee shall be eligible to
participate in the decision to grant options under this Plan if such member
has been granted or awarded equity securities of the Company under this Plan
or any other plan of the Company during the one year before the commencement
of such member's service on the Committee or during such service.
The total number of Shares that may be optioned under the Plan from time
to time is 1,340,000 less the number of shares subject to outstanding or
exercised options under the Company's 1988 Stock Option Plan (Five-Year
Options). Shares optioned may consist, in whole or in part, of unissued
Shares or reacquired Shares. If any Shares that have been optioned cease to
be subject to option, they may again be optioned under the Plan and for the
purpose of this Section 2 shall not be considered as having been theretofore
optioned. The foregoing number of Shares may be increased or decreased by
events stated in Section 4.
No option may be granted under the Plan before the date on which this
Plan is adopted by the Board or after December 31, 2004, unless this Plan is
extended, but options theretofore granted may extend beyond that date. No
option holder ("Participant") shall have any rights of a stockholder as to
Shares under option until such Shares shall have been issued to the
Participant upon due exercise of the option.
3. Terms of Options: The terms of each option granted under the Plan
----------------
shall be as determined from time to time by the Committee, consistent
however, with the following:
(a) The option price shall be not less than the last sale price of the
Stock as reported on the NASDAQ National Market System on the date
the option is granted. Payment in full in cash shall be made for
all Shares purchased.
(b) No option shall be exercisable after five years from the date it
is granted, except as provided in subparagraph (e).
(c) Each option shall be for a maximum of 15,000 Shares and shall not
vest earlier than at the rate of 25% of the total number of Shares
subject to the
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<PAGE> 2
option for each full year elapsed since the date the option is
granted, subject to acceleration in the event of a change in
control of the Company.
(d) The option shall not be transferable by the Participant otherwise
than by will or by laws of descent and distribution, and except as
provided in subparagraph (e) the option shall be exercisable only
by the Participant and only during the period of the Participant's
employment by the Company or any of its subsidiaries.
(e) In the event of the death of the Participant or the termination of
the Participant's employment by reason of disability or incapacity,
then to the extent that the Option was vested and exercisable on
the date of the Participant's death or of such termination of
employment, it may be exercised by the Participant's personal
representative, conservator (if any) or guardian (if any),
respectively, for a period of ninety days following the date of the
Participant's death or of such termination of employment.
(f) The option agreements authorized under the Plan shall contain such
other provisions and restrictions as the Committee shall deem
advisable.
(g) The grant of an option pursuant to the Plan shall not affect in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations, or changes of its capital or
business structure or to merge or to consolidate or to dissolve,
liquidate or sell, or transfer all or any of its business or
assets.
4. Stock Adjustment: In the event of any stock dividend on, split-up
----------------
or combination of, or other change in, the Company's common stock, then the
number or kind of Shares available for option under the Plan or subject to an
option thereunder shall be correspondingly added to, increased, diminished or
changed, without increase or decrease in the aggregate purchase price of all
Shares subject to option before and after such change.
5. Administration of Plan: The Committee shall have the power to
----------------------
interpret the Plan, and to make rules for carrying it out. It shall have no
power (without the consent of the Participant) to change the terms and
conditions of any option except to the extent, if any, provided in such
option. The Board or the Executive Committee of the Board may amend, suspend
or terminate the Plan at any time. No such amendment, suspension or
termination shall affect options then in effect without the consent of the
Participant.
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<PAGE> 3
MISSISSIPPI VALLEY BANCSHARES, INC.
-----------------------------------
1991 NON-QUALIFIED STOCK OPTION PLAN (FIVE-YEAR OPTIONS)
--------------------------------------------------------
OPTION AGREEMENT
----------------
This Option Agreement is entered into effective _____________, 19__,
between Mississippi Valley Bancshares, Inc., a Missouri corporation (the
"Company"), and
____________________________ (the "Optionee").
WHEREAS, the Company deems it to be in its best interests to promote the
loyalty and facilitate the retention of certain officers of the Company or
its subsidiaries by offering them an increased incentive, in the form of
proprietary interests in the Company, to continue in the service of the
Company (including its subsidiaries) and increase their efforts for its
welfare, and
WHEREAS, in furtherance of the above purposes the Company has adopted
its 1991 Stock Option Plan (Five-Year Options) (the "Plan"), and desires to
afford the Optionee an opportunity to purchase shares of its common stock
pursuant to the Plan as hereafter described,
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the parties hereto do hereby agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee the
---------------
right and option (the "Option") to purchase all or any part of the number of
shares of the Common Stock of the Company set forth below (the "Shares"), at
the purchase price set forth below and on the other terms and conditions
herein set forth.
TOTAL NUMBER OF SHARES: ________
PURCHASE PRICE PER SHARE: $_____
2. Dates When Option Exercisable.
-----------------------------
(a) The Option shall vest and first become exercisable as follows:
___% ON _____________, 200_;
___% ON _____________, 200_;
___% ON _____________, 200_; AND
___% ON _____________, 200_.
(b) Except as otherwise provided in paragraph 2(e), the Option shall
expire, to the extent it has not already been exercised, at the close of
business on the following date:
EXPIRATION DATE: ______________, 200_
(c) Notwithstanding paragraph 2(a) above, in the event of a Change in
Control, as hereinafter defined, the Option shall immediately vest and become
exercisable in full. For the purpose of this Option, "Change in Control"
shall mean (i) a merger or consolidation of the Company with or into any
other entity after which the holders of the voting stock of the
<PAGE> 4
Company immediately prior to such merger or consolidation do not own, in
substantially the same proportions as they owned the voting stock of the
Company immediately prior to such merger or consolidation, at least a
majority of the voting power of the surviving or resulting entity immediately
following such merger or consolidation, or (ii) any change or changes in the
beneficial ownership of a majority of the Company's voting stock within any
one-year period, including any such change or changes effected in whole or in
part by the redemption of outstanding shares or the issuance of new shares.
(d) Notwithstanding paragraph 2(a) above, in the event of any
transaction in which the holders of the Company's common stock shall receive
or may elect to receive either cash or securities of an entity other than the
Company, the Option shall vest and become exercisable in full not less than
10 days before the last date upon which the shareholders of the Company
eligible to participate in, and receive the consideration payable in, such
transaction is determined, so as to permit the Optionee to participate in,
and receive the consideration payable in, the transaction with respect to the
Shares.
(e) Notwithstanding paragraph 2(b) and Section 3, in the event of the
death of the Optionee or termination of the Optionee's employment by reason
of his or her disability or incapacity, the Option may be exercised (but only
to the extent it was exercisable by the Optionee immediately prior to his or
her death or such termination of employment), by the Optionee's personal
representative, conservator (if any) or guardian (if any), respectively, in
the manner set forth below, for a period of 90 days after the date of the
Optionee's death or of such termination of employment.
3. Additional Condition to Exercise. Except as provided in paragraph
--------------------------------
2(e), the Option may be exercised only if the Optionee shall have
continuously served as an employee of the Company or its subsidiaries from
the date hereof to and including the date of exercise. It is expressly
understood and agreed that nothing herein is intended or shall be construed
as an employment contract or as implying any obligation on the part of the
Company to continue the Optionee's employment during a period sufficient to
permit the Option to vest.
4. Method of Exercising Option. The Optionee may exercise the Option
---------------------------
hereby granted on one or more occasions at his or her discretion, on each
occasion for all or any part of the Shares for which the Option is then
exercisable, by each time delivering to the Secretary of the Company a
written notice stating his or her election to exercise the Option and the
number of Shares to be purchased, together with cash or check in full payment
of the purchase price of the Shares then purchased, plus the amount of any
Federal and state withholding taxes payable by the Company as a result of
such exercise. The Option shall be deemed to be exercised only upon receipt
of such notice and payment by the Secretary.
5. Non-Transferability of Option. The Option shall not be
-----------------------------
transferable, and may be exercised only by the Optionee or as otherwise
provided in paragraph 2(e) or by the Plan. More particularly, but without
limiting the generality of the foregoing, the Option may not be assigned,
transferred, pledged or hypothecated in any way, other than by will or by
operation of law and shall not be subject to execution, attachment or similar
process. In the event of the bankruptcy of the Optionee or in the event of
any prohibited assignment, transfer, pledge, hypothecation or other
disposition of the Option, or the levy of any execution, attachment or
similar process upon the Option, the Option shall automatically expire and
shall be null and void.
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<PAGE> 5
6. Share Adjustments. In the event of any stock dividend on,
-----------------
reclassification, split- up or combination of, or other change in, the
Company's Common Stock, then the number or kind of Shares available for
Option shall be correspondingly added to, reclassified, increased, diminished
or changed proportionately, without increase or decrease in the aggregate
purchase price of all Shares subject to Option before and after such change.
7. No Rights of Optionee as Shareholder. The Optionee shall have no
------------------------------------
rights respecting this Option or the Shares issuable upon exercise of this
Option, except as expressly set forth herein; and the Optionee shall have no
rights as a shareholder with respect to such Shares until this Option has
been duly exercised in accordance with the terms hereof.
8. General. The Company shall at all times during the term of the
-------
Option reserve and keep available such number of Shares as will be sufficient
to satisfy the requirements of this Option, and shall pay all original issue
and transfer taxes with respect to the issue and transfer of Shares pursuant
hereto and all other fees and expenses necessarily incurred by the Company
incurred in connection therewith.
IN WITNESS WHEREOF, the Company and the Optionee have executed this
Option Agreement as of the date first above written.
Company: MISSISSIPPI VALLEY BANCSHARES, INC.
By: ____________________________________
ATTEST: President
_______________________________
Optionee: _______________________________________
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EXHIBIT 5
---------
Armstrong, Teasdale LLP Attorneys at Law
One Metropolitan Square, Suite 2600
St. Louis, Missouri 63102-2740
Phone: (314) 621-5070
Fax: (314) 621-5065
www.armstrongteasdale.com
March 4, 1999
Board of Directors
Mississippi Valley Bancshares, Inc.
700 Corporate Plaza Drive
St. Louis, Missouri 63105
Gentlemen:
In our capacity as counsel for Mississippi Valley Bancshares, Inc., a
Missouri corporation (the "Company"), we have examined the Registration
Statement on Form S-8 (the "Registration Statement") in form as proposed to be
filed by the Company with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, on or about March 4, 1999
relating to up to 200,000 shares of common stock, par value $1.00 per share (the
"Company Common Stock"), to be offered by the Company pursuant to the
Registration Statement in connection with the Company's 1991 Stock Option Plan
(Five-Year Options) (the "Plan"). In this connection, we have examined such
records, documents and proceedings as we deem relevant and necessary as a basis
for the opinion expressed herein.
Upon the basis of the foregoing, we are of the opinion that the shares of
Company Common Stock referred to above, to be sold by the Company, to the extent
actually issued for purposes of the Plan, will have been duly and validly
authorized and issued and will be fully paid and non-assessable shares of the
Company.
We hereby consent to filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ARMSTRONG TEASDALE LLP
<PAGE> 1
EXHIBIT 23.2
------------
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Mississippi Valley Bancshares, Inc. 1991 Stock Option
Plan (Five-Year Options) of our report dated January 15, 1998 with respect to
the consolidated financial statements of Mississippi Valley Bancshares, Inc.
incorporated by reference in the Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
/s/ERNST & YOUNG LLP
St. Louis, Missouri
February 26, 1999
