As filed with the Securities and Exchange Commission on October 2, 1997
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
HBANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 37-1351506
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
619 12th Street, Lawrenceville, Illinois 62439
(Address of principal executive offices) (Zip Code)
HBANCORPORATION, INC.
RECOGNITION AND RETENTION PLAN
(Full title of the plan)
Jeffrey M. Werthan, P.C.
Gary A. Lax, P.C.
John S. Pettibone III, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
Suite 700 East
1100 New York Avenue, N.W.
Washington, D.C. 20005-3934
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price aggregate Amount of
be registered registered(1) per share offering price registration fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 24,666 shares $15.50(2) $382,323(2) $115.86(2)
========================================================================================================
</TABLE>
- ----------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of certain
events specified in the Plan, may become subject to the Plan.
(2) Estimated, pursuant to Rule 457(h), solely for the purpose of calculating
the registration fee, at $15.50 per share, which was the average of the
high and the low price of the common stock of HBancorporation, Inc. on
September 29, 1997 as reported on the "pink sheets" published by the
National Quotation Bureau, Inc.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the HBancorporation, Inc. Recognition
and Retention Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
I-1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by
HBancorporation, Inc. (the "Company") with the Commission are hereby
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended June
30, 1996 (File No. 0-27700) filed pursuant to the Securities and Exchange
Act of 1934, as amended (the "Exchange Act");
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act") since
the end of the fiscal year covered by audited financial statements
contained in the prospectus referred to in Item 3(a) above; and
(c) the description of the common stock, par value $.01 per share, of the
Registrant contained in the Registrant's Registration Statement on Form S-1
(File No. 0-27700) filed with the Commission on December 19, 1995 and all
amendments thereto or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange 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 incorporated by reference into this Registration
Statement and to be a part thereof from the date of the filing of such
documents. Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the Prospectus to
the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein or therein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement and the
Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to the
Secretary, HBancorporation, Inc., 619 12th Street, Lawrenceville, Illinois
62439, telephone number (618) 943- 2515.
II-1
<PAGE>
All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation of the Holding Company provides that a
director or officer of the Holding Company shall be indemnified by the Holding
Company to the fullest extent authorized by the Delaware General Corporation Law
against all expenses, liability and loss reasonably incurred or suffered by such
person in connection with his activities as a director or officer or as a
director or officer of another company, if the director or officer held such
position at the request of the Holding Company. Delaware law requires that such
director, officer, employee or agent, in order to be indemnified, must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best interests of the Holding Company and, with respect to any criminal action
or proceeding, either had reasonable cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.
The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other right which a person seeking indemnification may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Holding Company, agreement, vote of stockholders or disinterested
directors or otherwise.
These provisions may have the effect of deterring shareholder derivative
actions, since the Holding Company may ultimately be responsible for expenses
for both parties to the action. A similar effect would not be expected for
third-party claims.
In addition, the Certificate of Incorporation and Delaware law also provide
that the Holding Company may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Holding Company or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Holding Company has
the power to indemnify such person against such expense, liability or loss under
the Delaware General Corporation Law. The Holding Company intends to obtain such
insurance.
II-2
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Regulation S-K Reference to Prior Filing or
Exhibit Exhibit Number Attached
Number Document Hereto
- -------------- -------------------------------------------------- ---------------------------
<S> <C> <C>
4 Instruments Defining the Rights of Security
Holders, Including Indentures:
Certificate of Incorporation of HBancorporation,
Inc................................................. *
Bylaws of HBancorporation, Inc...................... *
Form of Stock Certificate of HBancorporation,
Inc................................................. *
HBancorporation, Inc.
Recognition and Retention Plan...................... Attached as Exhibit 4.1
HBancorporation, Inc.
Recognition and Retention Plan Restricted Stock
Agreement........................................... Attached as Exhibit 4.2
5 Opinion of Silver, Freedman & Taff, L.L.P................... Attached as Exhibit 5
15 Letter on unaudited interim financial
information................................................. Not Applicable
23 Consents of Experts and Counsel:
Consent of Kemper CPA Group, L.L.C.,
certified public accountants........................ Attached as Exhibit 23.1
Consent of Silver, Freedman & Taff, L.L.P........... Attached as Exhibit 23.2
24 Power of Attorney........................................... Contained on Signature Page
26 Invitations for Competitive Bids............................ Not Applicable
99 Additional Exhibits......................................... Not Applicable
</TABLE>
- ----------
* Filed as exhibits to the Registrant's Registration Statement on Form S-1
(File No. 33-80589) filed with the Commission on December 19, 1995 and all
amendments thereto or reports filed for the purpose of updating such
description. All of such previously filed documents are hereby incorporated
herein by reference in accordance with Item 601 of Regulation S-K.
II-3
<PAGE>
The Company hereby undertakes that it will submit or has submitted the Plan
and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
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
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act and each filing of the employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
The Registrant. 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 the Registrant has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Lawrenceville, State of Illinois, on
September 29, 1997.
HBANCORPORATION, INC.
By: /s/ Kevin J. Kavanaugh
------------------------------------------
Kevin J. Kavanaugh, Chairman of the Board,
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kevin J. Kavanaugh, his true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
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 all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming said attorney-in-fact and agent or his substitutes or
substitute 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 below by the following persons in the
capacities and on the date as indicated.
/s/ Kevin J. Kavanaugh /s/ Robert R. Ernst
- ---------------------------- -------------------------
Kevin J. Kavanaugh, Chairman of the Board, Robert R. Ernst, Director
President and Chief Executive Officer
(Principal Executive and Operating Officer)
Date: September 29, 1997 Date: September 29, 1997
/s/ John H. White /s/ Mary E. Denison
- ---------------------------- -------------------------
John H. White, Director Mary E. Denison, Director
Date: September 29, 1997 Date: September 29, 1997
/s/ Harry J. DeBuisseret, Jr. /s/ L. Patrick Kavanaugh
- ---------------------------- -------------------------
Harry J. DeBuisseret, Jr., Director L. Patrick Kavanaugh, Director
Date: September 29, 1997 Date: September 29, 1997
II-5
<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
HBANCORPORATION, INC.
================================================================================
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Reference to Prior Filing or
Page Number in Sequentially
Exhibit Numbered Registration
Number Statement
- ------- ---------------------------
<S> <C> <C>
4 Instruments Defining the Rights of Security Holders,
Including Indentures:
Certificate of Incorporation of HBancorporation,
Inc. *
Bylaws of HBancorporation, Inc. *
Form of Stock Certificate of HBancorporation, Inc. *
HBancorporation, Inc.
Recognition and Retention Plan Exhibit 4.1
HBancorporation, Inc.
Recognition and Retention Plan
Restricted Stock Agreement Exhibit 4.2
5 Opinion of Silver, Freedman & Taff, L.L.P. Exhibit 5
23.1 Consent of Kemper CPA Group, L.L.C. Exhibit 23.1
23.2 Consent of Silver, Freedman & Taff, L.L.P. Exhibit 23.2
24 Power of Attorney Contained on signature page.
</TABLE>
- ----------
* Filed as exhibits to the Registrant's Registration Statement on Form S-1
(File No. 33-80589) filed with the Commission on December 19, 1995 and all
amendments thereto or reports filed for the purpose of updating such
description. All of such previously filed documents are hereby incorporated
herein by reference in accordance with Item 601 of Regulation S-K.
Exhibit 4.1
<PAGE>
HBANCORPORATION, INC.
RECOGNITION AND RETENTION PLAN
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining executive officers of the Corporation and its
Affiliates.
2. Definitions. The following definitions are applicable to the Plan:
"Award" - means the grant by the Committee of Restricted Stock, as provided
in the Plan.
"Affiliate" - means any "parent corporation" or "subsidiary corporation" of
the Corporation, as such terms are defined in Section 424(e) and (f),
respectively, of the Code.
"Bank" - means Heritage National Bank.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee referred to in Section 7 hereof.
"Continuous Service" - means the absence of any interruption or termination
of service as a director, advisory director, officer or employee of the
Corporation or any Affiliate. Service shall not be considered interrupted in the
case of sick leave, military leave or any other leave of absence approved by the
Corporation or any Affiliate or in the case of transfers between payroll
locations of the Corporation or between the Corporation, its subsidiaries or its
successor.
"Corporation" - means HBancorporation, Inc., a Delaware corporation.
"ERISA" - means the Employee Retirement Income Security Act of 1974, as
amended.
"Non-Employee Director" - means a director who a) is not currently an
officer or employee of the Corporation; b) is not a former employee of the
Corporation who receives compensation for prior services (other than from a
tax-qualified retirement plan); c) has not been an officer of the Corporation;
d) does not receive remuneration from the Corporation in any capacity other than
as a director; and e) does not possess an interest in any other transactions or
is not engaged in a business relationship for which disclosure would be required
under Item 404(a) or (b) of Regulation S-K.
"Participant" - means any director, advisory director, officer or employee
of the Corporation or any Affiliate who is selected by the Committee to receive
an Award and any director or advisory director of the Corporation who is granted
an Award pursuant to Section 13 hereof.
"Plan" - means the Recognition and Retention Plan of the Corporation.
"Restricted Period" - means the period of time selected by the Committee
for the purpose of determining when restrictions are in effect under Section 3
hereof with respect to Restricted Stock awarded under the Plan.
<PAGE>
"Restricted Stock" - means Shares which have been contingently awarded to a
Participant by the Committee subject to the restrictions referred to in Section
3 hereof, so long as such restrictions are in effect.
"Shares" - means the common stock, par value $0.01 per share, of the
Corporation.
3. Terms and Conditions of Restricted Stock. The Committee shall have full
and complete authority, subject to the limitations of the Plan, to grant awards
of Restricted Stock and, in addition to the terms and conditions contained in
paragraphs (a) through (f) of this Section 3, to provide such other terms and
conditions (which need not be identical among Participants) in respect of such
Awards, and the vesting thereof, as the Committee shall determine.
(a) At the time of an award of Restricted Stock, the Committee shall
establish for each Participant a Restricted Period, during which or at the
expiration of which, as the Committee shall determine and provide in the
agreement referred to in paragraph (d) of this Section 3, the Shares awarded as
Restricted Stock shall vest, and subject to any such other terms and conditions
as the Committee shall provide, shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered by the Participant,
except as hereinafter provided, during the Restricted Period. Except for such
restrictions, and subject to paragraphs (d) and (e) of this Section 3 and
Section 4 hereof, the Participant as owner of such shares shall have all the
rights of a stockholder, including but not limited to the right to receive all
dividends paid on such shares and the right to vote such shares. The Committee
shall have the authority, in its discretion, to accelerate the time at which any
or all of the restrictions shall lapse with respect thereto, or to remove any or
all of such restrictions, whenever it may determine that such action is
appropriate by reason of changes in applicable tax or other laws or other
changes in circumstances occurring after the commencement of such Restricted
Period.
(b) Except as provided in Section 5 hereof, if a Participant ceases to
maintain Continuous Service for any reason (other than death, disability or
retirement), unless the Committee shall otherwise determine, all Shares of
Restricted Stock theretofore awarded to such Participant and which at the time
of such termination of Continuous Service are subject to the restrictions
imposed by paragraph (a) of this Section 3 shall upon such termination of
Continuous Service be forfeited and returned to the Corporation. If a
Participant ceases to maintain Continuous Service by reason of death, disability
or retirement, the Restricted Stock then still subject to restrictions imposed
by paragraph (a) of this Section 3 will be free of those restrictions as of the
day prior to such death, disability or retirement.
(c) Each certificate in respect of Shares of Restricted Stock awarded under
the Plan shall be registered in the name of the Participant and deposited by the
Participant, together with a stock power endorsed in blank, with the Corporation
and shall bear the following (or a similar) legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the Recognition and Retention Plan of
HBancorporation, Inc. Copies of such Plan are on file in the offices of the
Secretary of HBancorporation, Inc., 619 12th Street, Lawrenceville,
Illinois 62439.
(d) At the time of any Award, the Participant shall enter into an agreement
with the Corporation in a form specified by the Committee, agreeing to the terms
and conditions of the Award and such
<PAGE>
other matters as the Committee, in its sole discretion, shall determine (the
"Restricted Stock Agreement").
(e) At the time of an award of shares of Restricted Stock, the Committee
may, in its discretion, determine that the payment to the Participant of
dividends declared or paid on such shares, or specified portions thereof, by the
Corporation shall be deferred until the earlier to occur of (i) the lapsing of
the restrictions imposed under paragraph (a) of this Section 3 or (ii) the
forfeiture of such shares under paragraph (b) of this Section 3, and shall be
held by the Corporation for the account of the Participant until such time. In
the event of such deferral, there shall be credited at the end of each year (or
portion thereof) interest on the amount of the account at the beginning of the
year at a rate per annum as the Committee, in its discretion, may determine.
Payment of deferred dividends, together with interest accrued thereon, shall be
made upon the earlier to occur of the events specified in (i) and (ii) of the
immediately preceding sentence.
(f) At the expiration of the restrictions imposed by paragraph (a) of this
Section 3, the Corporation shall redeliver to the Participant (or where the
relevant provision of paragraph (b) of this Section 3 applies in the case of a
deceased Participant, to his legal representative, beneficiary or heir) the
certificate(s) and stock power deposited with it pursuant to paragraph (c) of
this Section 3 and the Shares represented by such certificate(s) shall be free
of the restrictions referred to in paragraph (a) of this Section 3.
4. Adjustments Upon Changes in Capitalization. In the event of any change
in the outstanding Shares subsequent to the effective date of the Plan by reason
of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of shares as to which Awards may be granted under the Plan and the
number and class of shares with respect to which Awards theretofore have been
granted under the Plan shall be appropriately adjusted by the Committee, whose
determination shall be conclusive. Any shares of stock or other securities
received, as a result of any of the foregoing, by a Participant with respect to
Restricted Stock shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing such shares or
securities shall be legended and deposited with the Corporation in the manner
provided in Section 3 hereof.
5. Effect of Change in Control. Each of the events specified in the
following clauses (i) through (iii) of this Section 5 shall be deemed a "change
of control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, shall become the beneficial
owner of shares of the Corporation or the Bank with respect to which 25% or more
of the total number of votes which may be cast for the election of the Board of
Directors of the Corporation, (ii) as a result of, or in connection with, any
cash tender offer, merger or other business combination, sale of assets or
contested election, or combination of the foregoing, the persons who were
directors of the Corporation or the Bank shall cease to constitute a majority of
the Board of Directors of the Corporation, or (iii) the shareholders of the
Corporation shall approve an agreement providing for a sale or other disposition
of all or substantially all the assets of the Corporation or the Bank. If the
Continuous Service of any Participant of the Corporation is involuntarily
terminated for whatever reason, at any time within twelve months after a change
in control, unless the Committee shall have otherwise provided, any Restricted
Period with respect to Restricted Stock theretofore awarded to
<PAGE>
such Participant shall lapse upon such termination and all Shares awarded as
Restricted Stock shall become fully vested in the Participant to whom such
Shares were awarded.
6. Assignments and Transfers. No Award nor any right or interest of a
Participant under the Plan in any instrument evidencing any Award under the Plan
may be assigned, encumbered or transferred except, in the event of the death of
a Participant, by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined in the Code or Title I of ERISA or
the rules thereunder.
7. Administration. The Plan shall be administered by a Committee consisting
of two or more members, each of whom shall be a Non-Employee Director. The
members of the Committee shall be appointed by the Board of Directors of the
Corporation. Except as limited by the express provisions of the Plan, the
Committee shall have sole and complete authority and discretion to (i) se lect
Participants and grant Awards; (ii) determine the number of shares to be subject
to types of Awards generally, as well as to individual Awards granted under the
Plan; (iii) determine the terms and conditions upon which Awards shall be
granted under the Plan; (iv) prescribe the form and terms of instruments
evidencing such grants; and (v) establish from time to time regulations for the
administration of the Plan, interpret the Plan, and make all determinations
deemed necessary or advisable for the administration of the Plan.
A majority of the Committee shall constitute a quorum, and the acts 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 acts of the Committee.
8. Shares Subject to Plan. Subject to adjustment by the operation of
Section 4 hereof, the maximum number of Shares with respect to which Awards may
be made under the Plan is 5% of the total Shares of the Corporation outstanding
on the date of the ratification of the Plan by the Corporation's stockholders.
The shares with respect to which Awards may be made under the Plan may be either
authorized and unissued shares or issued shares heretofore or hereafter
reacquired and held as treasury shares. An Award shall not be considered to have
been made under the Plan with respect to Restricted Stock which is forfeited and
new Awards may be granted under the Plan with respect to the number of Shares as
to which such forfeiture has occurred.
9. Employee Rights Under the Plan. No director, officer or employee shall
have a right to be selected as a Participant nor, having been so selected, to be
selected again as a Participant and no director, officer, employee or other
person shall have any claim or right to be granted an Award under the Plan or
under any other incentive or similar plan of the Corporation or any Affiliate.
Neither the Plan nor any action taken thereunder shall be construed as giving
any employee any right to be re tained in the employ of the Corporation, the
Bank or any Affiliate.
10. Withholding Tax. Upon the termination of the Restricted Period with
respect to any shares of Restricted Stock (or at any such earlier time, if any,
that an election is made by the Participant under Section 83(b) of the Code, or
any successor provision thereto, to include the value of such shares in taxable
income), the Corporation may withhold from any payment or distribution made
under this Plan sufficient Shares or may withhold or cause to be paid by the
Participant sufficient cash to cover any applicable withholding and employment
taxes. The Corporation shall have the right to deduct from all dividends paid
with respect to shares of Restricted Stock the amount of any taxes which the
Corporation is required to withhold with respect to such dividend payments. No
discretion or choice
<PAGE>
shall be conferred upon any Participant with respect to the form, timing or
method of any such tax withholding.
11. Amendment or Termination. The Board of Directors of the Corporation may
amend, suspend or terminate the Plan or any portion thereof at any time;
provided, however, that no such amendment, suspension or termination shall
impair the rights of any Participant, without his consent, in any Award
theretofore made pursuant to the Plan.
12. Term of Plan. The Plan shall become effective upon its ratification by
the stockholders of the Corporation. It shall continue in effect for a term of
ten years unless sooner terminated under Section 11 hereof.
13. Initial Grants. By, and simultaneously with, the ratification of the
Plan by the Corporation's stockholders, each member of the Board of Directors
who is not a full-time Employee, is hereby granted an Award equal to 1,200
shares of the Corporation's common stock. Each such Award shall be evidenced by
a Restricted Stock Agreement in a form approved by the Committee administering
this Plan and shall be subject in all respects to the terms and conditions of
this Plan, which are controlling. All Awards of Restricted Stock granted
pursuant to this Section 13 shall be rounded down to the nearest whole share to
the extent necessary to ensure that no shares of Restricted Stock representing
fractional shares are issued. The Awards will vest in five equal installments,
with the first installment vesting immediately upon the ratification of the Plan
by the Corporation's stockholders and each additional installment vesting after
the end of the subsequent calendar years, as long as the Director maintains
Continuous Service with the Bank after the Conversion.
Exhibit 4.2
<PAGE>
HBANCORPORATION, INC.
RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AGREEMENT
RS No. _____
Shares of Restricted Stock are hereby awarded on April 28, 1997, by
Hbancorporation, Inc. (the "Corporation"), to __________________________________
(the "Grantee"), in accordance with the following terms and conditions, and the
conditions contained in the Corporation's Recognition and Retention Plan (the
"Plan"):
1. Share Award. The Corporation hereby awards the Grantee ____________
shares (the "Shares") of Common Stock, par value $.01 per share ("Common
Stock"), of the Corporation pursuant to the Plan, as the same may from time to
time be amended, and upon the terms and conditions and subject to the
restrictions therein and hereinafter set forth. A copy of the Plan as currently
in effect is incorporated herein by reference and is attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period (the
"Restricted Period") commencing on April 28, 1997, and terminating on April 28,
2001, the Shares may not be sold, assigned, transferred, pledged, or otherwise
encumbered by the Grantee, except as hereinafter provided.
Except as set forth below, the Shares will vest at a rate of 20% of the
Shares per year of Continuous Service (as defined in the Plan) commencing on
April 28, 1997 pursuant to the following schedule:
% of the
Date of Vesting Shares Vested
--------------- -------------
April 28, 1997 20%
April 28, 1998 20%
April 28, 1999 20%
April 28, 2000 20%
April 28, 2001 20%
Subject to the restrictions set forth in the Plan, the Committee referred
to in Section 6 of the Plan or its successor (the "Committee") shall have the
authority, in its discretion, to accelerate the time at which any or all of the
restrictions shall lapse with respect to any Shares thereto, or to remove any or
all of such restrictions, whenever the Committee may determine that such action
is appropriate by reason of changes in applicable tax or other laws, or other
changes in circumstances occurring after the commencement of the Restricted
Period.
3. Termination of Service. If the Grantee ceases to maintain "Continuous
Service" (as defined in the Plan) for any reason other than death, disability or
retirement, all shares which at the
<PAGE>
time of such termination of Continuous Service are subject to the restrictions
imposed by Section 2 above shall upon such termination of Continuous Service be
forfeited to the Corporation. If the Grantee ceases to maintain "Continuous
Service" (as defined in the Plan) by reason of death, disability or retirement,
the Shares then still subject to restrictions imposed by Section 2 of this
Agreement shall be free of those restrictions as provided in the Plan and shall
not be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in the name of the Grantee, each in respect of 20% of the Shares,
and shall hold each such certificate on deposit for the account of the Grantee
until the expiration of the Restricted Period with respect to the Shares
represented thereby. Such certificates shall bear the following legend:
The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture) contained in the Recognition
and Retention Plan of HBancorporation, Inc.. Copies of such
Plan are on file in the offices of the Secretary of
HBancorporation, 619-12th Street, Lawrenceville, Illinois
62439.
The Grantee further agrees that simultaneously with the execution of this
Agreement, the Grantee shall execute five stock powers in favor of the
Corporation, each with respect to 20% of the Shares, and shall promptly deliver
such stock powers to the Corporation.
5. Grantee's Rights. The Grantee, as owner of the Shares, shall have all
rights of a stockholder.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation shall
deliver to the Grantee (or in the case of a deceased Grantee, to his legal
representative) the certificate in respect of such shares and the related stock
power held by the Corporation pursuant to Section 4 above. The Shares as to
which the Restricted Period shall have lapsed or expired shall be free of the
restrictions referred to in Section 2 above and such certificate shall not bear
the legend provided for in Section 4 above.
7. Adjustments for Changes in Capitalization of the Corporation. In the
event of any change in the outstanding shares of Common Stock by reason of any
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation, or any change in the corporate
structure of the Corporation or in the shares of Common Stock, the number and
class of shares covered by this Agreement shall be appropriately adjusted by the
Committee, whose determination shall be conclusive. Any shares of Common Stock
or other securities received, as a result of the foregoing, by the Grantee with
respect to Shares subject to the restrictions contained in Section 2 above also
shall be subject to such restrictions and the certificate or other instruments
representing or evidencing such shares or securities shall be legended and
deposited with the Corporation in the manner provided in Section 4 above.
8. Delivery and Registration of Shares of Common Stock. The Corporation's
obligation to deliver shares of Common Stock hereunder shall be conditioned upon
the receipt of a representation as to the investment intention of the Grantee or
any other person to whom such shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933, as amended, or any other federal,
state or
<PAGE>
local securities legislation or regulation. It may be provided that any
representation shall become inoperative upon a registration of such shares or
other action eliminating the necessity of such representation under such
Securities Act or other securities regulation. The Corporation shall not be
required to deliver any shares under the Plan prior to (i) the admission of such
shares to listing on any stock exchange on which the shares of Common Stock may
then be listed, and (ii) the completion of such registration or other
qualification of such shares under any state or federal law, Rule or regulation,
as the Committee shall determine to be necessary or advisable.
9. Plan and Plan Interpretations as Controlling. The Shares hereby awarded
and the terms and conditions herein set forth are subject in all respects to the
terms and conditions of the Plan, which are controlling. All determinations and
interpretations of the Committee shall be binding and conclusive upon the
Grantee or his legal representatives with regard to any question arising
hereunder or under the Plan.
10. Grantee Service. Nothing in this Agreement shall limit the right of the
Corporation or any of its Affiliates to terminate the Grantee's service as a
director, advisory director, director emeritus, officer or employee, or
otherwise impose upon the Corporation or any of its Affiliates any obligation to
employ or accept the services of the Grantee.
11. Withholding and Social Security Taxes. Upon the termination of the
Restricted Period with respect to any Shares (or any such earlier time, if any,
that an election is made under Section 83(b) of the Code, or any successor
provision thereto, to include the value of such Shares in taxable income), the
Corporation may, in its sole discretion, withhold a sufficient number of Shares
or withhold sufficient cash to cover any applicable withholding and employment
taxes. Alternatively, the Corporation may require the Grantee to pay the
Corporation the amount of any taxes which the Corporation is required to
withhold with respect to the Shares. The Corporation shall have the right to
deduct from all dividends paid on the Restricted Stock the amount of any taxes
which the Corporation is required to withhold with respect to such dividend
payments. The Corporation's method of satisfying its withholding obligations
shall be solely in the discretion of the Corporation, subject to applicable
federal, state and local laws.
12. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Agreement by signing in the space provided below
and signing the attached stock powers and returning a signed copy thereof and of
the attached stock powers to the Corporation. IF A FULLY EXECUTED COPY HEREOF
AND THE ATTACHED STOCK POWERS HAVE NOT BEEN RECEIVED BY THE CORPORATION, THE
CORPORATION MAY REVOKE THIS AWARD, AND AVOID ALL OBLIGATIONS UNDER THIS
AGREEMENT.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this RESTRICTED STOCK
AGREEMENT to be executed as of the date first above written.
HBANCORPORATION, INC.
By:________________________
ACCEPTED:
___________________________
___________________________
(Street Address)
___________________________
(City, State & Zip Code)
<PAGE>
STOCK POWER
For value received, I hereby sell, assign, and transfer to Hbancorporation,
Inc. (the "Corporation") ____________ shares of the capital stock of the
Corporation, standing in my name on the books and records of the aforesaid
Corporation, represented by Certificate No. , and do hereby irrevocably
constitute and appoint the Secretary of the Corporation attorney, with full
power of substitution, to transfer this stock on the books and records of the
aforesaid Corporation.
_____________________
Dated: ________________________
In the presence of:
_______________________________
Cleora Gillespie, Secretary
SP-1
<PAGE>
STOCK POWER
For value received, I hereby sell, assign, and transfer to Hbancorporation,
Inc. (the "Corporation") __________________ shares of the capital stock of the
Corporation, standing in my name on the books and records of the aforesaid
Corporation, represented by Certificate No. , and do hereby irrevocably
constitute and appoint the Secretary of the Corporation attorney, with full
power of substitution, to transfer this stock on the books and records of the
aforesaid Corporation.
_____________________
Dated: ____________________
In the presence of:
___________________________
Cleora Gillespie, Secretary
SP-2
<PAGE>
STOCK POWER
For value received, I hereby sell, assign, and transfer to Hbancorporation,
Inc. (the "Corporation") __________________ shares of the capital stock of the
Corporation, standing in my name on the books and records of the aforesaid
Corporation, represented by Certificate No. , and do hereby irrevocably
constitute and appoint the Secretary of the Corporation attorney, with full
power of substitution, to transfer this stock on the books and records of the
aforesaid Corporation.
___________________
Dated: ____________________
In the presence of:
___________________________
Cleora Gillespie, Secretary
SP-3
<PAGE>
STOCK POWER
For value received, I hereby sell, assign, and transfer to Hbancorporation,
Inc. (the "Corporation") ________________ shares of the capital stock of the
Corporation, standing in my name on the books and records of the aforesaid
Corporation, represented by Certificate No. , and do hereby irrevocably
constitute and appoint the Secretary of the Corporation attorney, with full
power of substitution, to transfer this stock on the books and records of the
aforesaid Corporation.
___________________
Dated: ____________________
In the presence of:
___________________________
Cleora Gillespie, Secretary
SP-4
<PAGE>
STOCK POWER
For value received, I hereby sell, assign, and transfer to Hbancorporation,
Inc. (the "Corporation") _________________ shares of the capital stock of the
Corporation, standing in my name on the books and records of the aforesaid
Corporation, represented by Certificate No. , and do hereby irrevocably
constitute and appoint the Secretary of the Corporation attorney, with full
power of substitution, to transfer this stock on the books and records of the
aforesaid Corporation.
____________________
Dated: ____________________
In the presence of:
___________________________
Cleora Gillespie, Secretary
SP-5
Exhibit 5
<PAGE>
October 1, 1997
Board of Directors
HBancorporation, Inc.
619 12th Street
Lawrenceville, Illinois 62439
Gentlemen:
We have acted as counsel to HBancorporation, Inc. (the "Corporation") in
connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-8 under the Securities Act of
1933 (the "Registration Statement") relating to 24,666 shares of the
Corporation's Common Stock, par value $.01 per share (the "Common Stock"), to be
offered pursuant to HBancorporation, Inc.'s Recognition and Retention Plan (the
"Plan") and related interests in the Plan.
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan and related trust
agreement, the Corporation's Certificate of Incorporation, Bylaws, resolutions
of its Board of Directors and such other documents and corporate records as we
deem appropriate for the purpose of giving this opinion.
Based upon the foregoing, it is our opinion that the Common Stock and
interests in the Plan covered by the Registration Statement will, when issued by
the Plan, be legally issued, fully paid and non-assessable.
Very truly yours,
/s/ Silver, Freedman & Taff, L.L.P.
-----------------------------------
SILVER, FREEDMAN & TAFF, L.L.P.
Exhibit 23.1
<PAGE>
Consent of Independent Certified Public Accountants
The Board of Directors
HBancorporation, Inc.
619 12th Street
Lawrenceville, Illinois 62439
Gentlemen:
We consent to the incorporation by reference in the registration statement
on Form S-8, pertaining to HBancorporation, Inc.'s Recognition and Retention
Plan, of our report dated July 15, 1997, on our audits of the consolidated
financial statements of HBancorporation, Inc. for the years ended June 30, 1997,
1996 and 1995 which report is incorporated by reference in the Annual Report on
Form 10-KSB.
/s/ Kemper CPA Group, L.L.C.
---------------------------
Kemper CPA Group, L.L.C.
Washington, Indiana
October 1, 1997
Exhibit 23.2
<PAGE>
October 2, 1997
Board of Directors
HBancorporation, Inc.
619 12th Street
Lawrenceville, Illinois 62439
Gentlemen:
We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement on Form S-8. In giving this consent, we do not admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Silver, Freedman & Taff, L.L.P.
-----------------------------------
SILVER, FREEDMAN & TAFF, L.L.P.
