<PAGE> 1
As Filed with the Securities and Exchange Commission on October 4, 1996
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------
ALLEGIANT BANCORP, INC.
(Exact name of registrant as specified in charter)
MISSOURI 43-1519382
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
7801 FORSYTH BOULEVARD
ST. LOUIS, MISSOURI 63105
(Address of principal executive offices) (Zip Code)
ALLEGIANT BANCORP, INC. 1996 STOCK OPTION PLAN
ALLEGIANT BANCORP, INC. DIRECTORS STOCK OPTION PLAN
ALLEGIANT BANCORP, INC. 1994 STOCK OPTION PLAN AND
ALLEGIANT BANCORP, INC. 1989 STOCK OPTION PLAN
(Full titles of the plans)
---------------------
SHAUN R. HAYES
PRESIDENT
ALLEGIANT BANCORP, INC.
7801 FORSYTH BOULEVARD
ST. LOUIS, MISSOURI 63105
(Name and address of agent for service)
(314) 726-5000
(Telephone number, including area code, of agent for service)
---------------------
Copies to:
THOMAS A. LITZ
THOMPSON COBURN
ONE MERCANTILE CENTER
ST. LOUIS, MISSOURI 63101
(314) 552-6072
---------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Registered Offering Price Per Share<F1> Aggregate Offering Price<F1> Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 736,026 shares $11.50 $8,464,299 $2,918.72
====================================================================================================================================
<FN>
<F1> Estimated solely for purposes of computing the Registration Fee pursuant to the provisions of Rule 457(h), based upon a price
of $11.50 per share, being the average of the high and low prices per share on September 30, 1996 as reported by the National
Association of Securities Dealers, Inc.
</TABLE>
<PAGE> 2
ALLEGIANT BANCORP, INC. 1996 STOCK OPTION PLAN
ALLEGIANT BANCORP, INC. DIRECTORS STOCK OPTION PLAN
ALLEGIANT BANCORP, INC. 1994 STOCK OPTION PLAN AND
ALLEGIANT BANCORP, INC. 1989 STOCK OPTION PLAN
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The following documents filed by Allegiant Bancorp, Inc. (the
"Company") with the Securities and Exchange Commission (the "SEC")
are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1995;
(ii) The Company's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1996 and June 30, 1996; and
(iii) The description of the Common Stock set forth in Item
11 of the Company's Registration Statement on Form 10-
SB (Reg. No. 0-26350), filed with the SEC on June 30,
1995 and any amendment or report filed for the purpose
of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date of this Registration
Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be made a part hereof from the date of filing of
such documents. Any statement contained herein or in a document
incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained in a subsequently filed document
incorporated herein by reference modifies or supersedes such
document. 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.
Where any document or part thereof is incorporated by
reference in this Registration Statement, the Company will provide
without charge to each person to whom a Prospectus with respect to
the Allegiant Bancorp, Inc. 1996 Stock Option Plan, the Allegiant
Bancorp, Inc. Directors Stock Option Plan, the Allegiant Bancorp,
Inc. 1994 Stock Option Plan or the Allegiant Bancorp, Inc. 1989
Stock Option Plan is delivered, upon written or oral request of
such person, a copy of any and all of the information incorporated
by reference in the Registration Statement, excluding exhibits
unless such exhibits are specifically incorporated by reference.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Sections 351.355(1) and (2) of The General and Business
Corporation Law of the State of Missouri provide that a corporation
may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action,
suit or
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<PAGE> 3
proceeding by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful, except that, in the case of an action or suit by or in the
right of the corporation, the corporation may not indemnify such
persons against judgments and fines and no person shall be indemnified
as to any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation, unless and only to the
extent that the court in which the action or suit was brought
determines upon application that such person is fairly and
reasonably entitled to indemnity for proper expenses. Section
351.355(3) provides that, to the extent that a director, officer,
employee or agent of the corporation has been successful in the
defense of any such action, suit or proceeding or any claim, issue
or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred in
connection with such action, suit or proceeding. Section
351.355(7) provides that a corporation may provide additional
indemnification to any person indemnifiable under subsection (1) or
(2), provided such additional indemnification is authorized by the
corporation's articles of incorporation or an amendment thereto or
by a shareholder-approved bylaw or agreement, and provided further
that no person shall thereby be indemnified against conduct which
was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct or which involved an
accounting for profits pursuant to Section 16(b) of the Exchange
Act.
Paragraph 12 of the Bylaws of the Company provides that the
Company shall extend to its directors and executive officers the
indemnification specified in subsections (1) and (2) and the
additional indemnification authorized in subsection (7) and that it
may extend to other officers, employees and agents such
indemnification and additional indemnification.
Item 8. Exhibits.
--------
The following exhibits are filed herewith or incorporated
herein by reference:
4.1 Form of Stock Certificate for Common Stock, filed as
Exhibit 4.2 to registrant's Registration Statement on
Form 10-SB (Reg. No. 0-26350) is hereby incorporated by
reference.
4.2 Articles of Incorporation, as amended, of the
registrant, filed as Exhibit 3.1 to registrant's
Registration Statement on Form 10-SB (Reg. No. 0-26350)
is hereby incorporated by reference.
4.3 By-laws of the registrant, filed as Exhibit 3.2 to
registrant's Registration Statement on Form 10-SB (Reg.
No. 0-26350) is hereby incorporated by reference.
4.4 Allegiant Bancorp, Inc. 1996 Stock Option Plan is filed
herewith.
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<PAGE> 4
4.5 Allegiant Bancorp, Inc. Directors Stock Option Plan is
filed herewith.
4.6 Allegiant Bancorp, Inc. 1989 Stock Option Plan is filed
herewith.
4.7 Allegiant Bancorp, Inc. 1994 Stock Option Plan, filed as
Exhibit 10.7 to registrant's Registration Statement on
Form 10-SB (Reg. No. 0-26350) is hereby incorporated by
reference.
5.1 Opinion of Thompson Coburn is filed herewith.
24.1 Consent of Thompson Coburn (included in Exhibit 5.1).
24.2 Consent of BDO Seidman, L.L.P. is filed herewith.
25 Power of Attorney (included on Signature Page hereto).
Item 9. Undertakings.
------------
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers and
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, as
amended (the "Securities Act");
(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 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 registration statement is on
Form S-3 or Form S-8, and 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 Exchange Act
that are incorporated by reference 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.
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<PAGE> 5
(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 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, where applicable, each filing of an
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 SEC 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 Act and will be governed by the final adjudication of such
issue.
* * *
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<PAGE> 6
SIGNATURES
The Registrant. Pursuant to the requirements of the
--------------
Securities Act, 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 Clayton, State of Missouri, on June 20, 1996.
ALLEGIANT BANCORP, INC.
By /s/ Marvin S. Wool
-------------------------------------
Marvin S. Wool
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Allegiant
Bancorp, Inc., hereby severally and individually constitute and
appoint Marvin S. Wool and Shaun R. Hayes, and each of them, the
true and lawful attorneys and agents of each of us to execute in
the name, place and stead of each of us (individually and in any
capacity stated below) any and all amendments to this Registration
Statement on Form S-8 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and
Exchange Commission, each of said attorneys and agents to have the
power to act with or without the others and to have full power and
authority to do and perform in the name and on behalf of each of
the undersigned every act whatsoever necessary or advisable to be
done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby
ratify and confirm our signatures as they may be signed by our said
attorneys and agents or each of them to any and all such amendments
and instruments.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
/s/ Marvin S. Wool Chairman of the Board, June 20, 1996
- ----------------------------- Chief Executive Officer,
Marvin S. Wool and Director
Principal Executive Officer
/s/ Shaun R. Hayes President and Director June 20, 1996
- -----------------------------
Shaun R. Hayes
Principal Financial Officer
/s/ S. Kay Weber Assistant Secretary June 20, 1996
- -----------------------------
S. Kay Weber
Principal Accounting Officer
<PAGE> 7
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
/s/ Kevin R. Farrell Secretary and Director June 20, 1996
- -----------------------------
Kevin R. Farrell
/s/ C. Virginia Kirkpatrick Director June 20, 1996
- -----------------------------
C. Virginia Kirkpatrick
/s/ Leon A. Felman Director June 20, 1996
- -----------------------------
Leon A. Felman
/s/ John T. Straub Director June 20, 1996
- -----------------------------
John T. Straub
/s/ Less S. Wielansky Director June 20, 1996
- -----------------------------
Lee S. Wielansky
/s/ Charles E. Polk Director June 20, 1996
- -----------------------------
Charles E. Polk
/s/ Leland B. Curtis Director June 20, 1996
- -----------------------------
Leland B. Curtis
</TABLE>
<PAGE> 8
<TABLE>
EXHIBIT INDEX
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<CAPTION>
Exhibit No. Page
- ----------- ----
<C> <S> <C>
4.1 Form of Stock Certificate for Common Stock, filed as
Exhibit 4.2 to registrant's Registration Statement on Form
10-SB (Reg. No. 0-26350) is hereby incorporated by
reference.
4.2 Articles of Incorporation, as amended, of the registrant,
filed as Exhibit 3.1 to registrant's Registration
Statement on Form 10-SB (Reg. No. 0-26350) is hereby
incorporated by reference.
4.3 By-laws of the registrant, filed as Exhibit 3.2 to
registrant's Registration Statement on Form 10-SB (Reg.
No. 0-26350) is hereby incorporated by reference.
4.4 Allegiant Bancorp, Inc. 1996 Stock Option Plan is filed
herewith.
4.5 Allegiant Bancorp, Inc. Directors Stock Option Plan is
filed herewith.
4.6 Allegiant Bancorp, Inc. 1989 Stock Option Plan is filed
herewith.
4.7 Allegiant Bancorp, Inc. 1994 Stock Option Plan, filed as
Exhibit 10.7 to registrant's Registration Statement on
Form 10-SB (Reg. No. 0-26350) is hereby incorporated by
reference.
5.1 Opinion of Thompson Coburn.
24.1 Consent of Thompson Coburn (included in Exhibit 5.1).
24.2 Consent of BDO Seidman, L.L.P.
25 Power of Attorney (included on Signature Page hereto).
</TABLE>
<PAGE> 1
ALLEGIANT BANCORP, INC.
1996 STOCK OPTION PLAN
<PAGE> 2
<TABLE>
TABLE OF CONTENTS
-----------------
<CAPTION>
Page
----
<S> <C>
SECTION 1. PURPOSE OF THE PLAN . . . . . . . . . . . . . . . . . 1
SECTION 2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . 1
SECTION 3. STOCK SUBJECT TO THE PLAN . . . . . . . . . . . . . . 3
SECTION 4. ADMINISTRATION OF THE PLAN. . . . . . . . . . . . . . 3
SECTION 5. TYPE OF OPTION GRANTED BY THE PLAN. . . . . . . . . . 3
SECTION 6. ELIGIBILITY TO RECEIVE OPTIONS UNDER THE PLAN . . . . 3
SECTION 7. OPTION PRICE. . . . . . . . . . . . . . . . . . . . . 4
SECTION 8. TERM OF OPTIONS . . . . . . . . . . . . . . . . . . . 4
SECTION 9. DATE OF GRANT OF OPTION . . . . . . . . . . . . . . . 4
SECTION 10. OPTION AMOUNT. . . . . . . . . . . . . . . . . . . . 4
SECTION 11. EXERCISE OF OPTION . . . . . . . . . . . . . . . . . 4
SECTION 12. TERMINATION OF EMPLOYMENT. . . . . . . . . . . . . . 6
SECTION 13. DEATH OF OPTIONEE. . . . . . . . . . . . . . . . . . 6
SECTION 14. EFFECT OF MERGER, CHANGE IN CAPITALIZATION, ETC. . . 7
SECTION 15. SUCCESSIVE OPTION GRANTS . . . . . . . . . . . . . . 7
SECTION 16. TERMINATION AND AMENDMENT OF THE PLAN. . . . . . . . 7
SECTION 17. SHAREHOLDER APPROVAL . . . . . . . . . . . . . . . . 8
SECTION 18. AMENDMENTS TO INTERNAL REVENUE CODE OR REGULATIONS . 8
SECTION 19. TAX WITHHOLDING. . . . . . . . . . . . . . . . . . . 8
</TABLE>
<PAGE> 3
ALLEGIANT BANCORP, INC.
1996 STOCK OPTION PLAN
SECTION 1. PURPOSE OF THE PLAN.
The Allegiant Bancorp, Inc. 1996 Stock Option Plan of
Allegiant Bancorp, Inc. and its Subsidiaries is designed and
intended: (i) to encourage ownership of the Company's Common
Stock by Employees of the Company and its Subsidiaries and Bank
Directors, and to provide additional incentive and rewards for
them to promote the success of the business of the Company and
its Subsidiaries; and (ii) to aid the Company and its
Subsidiaries in competing with other enterprises in attracting
personnel to enter the employ of the Company and its Subsidiaries
or to become Bank Directors. It is expected that the added
interest of the participating Employees and Bank Directors under
this Plan, and their proprietary attitude toward the Company
resulting from their investment in the Company's Common Stock,
will promote the future growth, development and continued success
of the Company.
SECTION 2. DEFINITIONS.
(a) "ACT" means the Securities Exchange Act of 1934, as
amended from time to time.
(b) "BOARD OF DIRECTORS" means the Board of Directors of
the Company.
(c) "BANK DIRECTOR" means a member of the board of
directors or advisory board of a Subsidiary.
(d) "CODE" means the Internal Revenue Code of 1986, as
amended and in effect from time to time.
(e) "COMMON STOCK" means the Company's Common Stock, $.01
par value.
(f) "COMPANY" means Allegiant Bancorp, Inc., a corporation
organized and existing under the laws of the State of Missouri.
(g) "EMPLOYEE" means an individual who has an "employment
relationship" with the Company or one or more of its
Subsidiaries.
(h) "FAIR MARKET VALUE" of a share of the Common Stock
means, for any particular date: (i) for any period during which
the Common Stock shall not be listed for trading on a national
securities exchange, but when closing transaction prices for the
Common Stock shall be reported by NASDAQ, the closing transaction
price per share as reported by NASDAQ; (ii) for any period during
which the Common Stock shall not be listed for trading on a
national securities exchange or prices shall not be reported by
NASDAQ, but when quotes for the Common Stock shall be reported by
a generally recognized source (such as the National Quotation
Bureau), the closing bid price as reported by such source; (iii)
for any period during which the Common Stock shall be listed for
trading on a national securities exchange, the closing price per
share of Common Stock on such exchange; or (iv) the fair market
value market per share of Common Stock as determined in good
faith by the Board of Directors in the event neither clause (i),
(ii) or (iii) above shall be applicable. If Fair Market Value is
to be determined as of a day when the securities markets are not
open (or on which no trades of the Common Stock were reported, in
the event clause (i) or (iii) shall be applicable), the Fair
Market Value on that
<PAGE> 4
day shall be the Fair Market Value on the preceding day when the
markets were open (or a trade was reported).
(i) "NASDAQ" means the National Association of Securities
Dealers Automated Quotation System or any successor thereto on
which the daily trading price or bid and ask prices of the
Company's Common Stock is made publicly available.
(j) "OPTION" means an option to purchase Stock granted
pursuant to the Plan.
(k) "OPTIONEE" means the person to whom an Option is
granted.
(l) "OPTION AGREEMENT" means a stock option agreement which
includes the terms to which a particular Option is subject in
addition to those terms provided in this Plan which are
applicable to all Options granted hereunder.
(m) "PLAN" means the Allegiant Bancorp, Inc. 1996 Stock
Option Plan.
(n) "REPORTING PERSON" means a person subject to Section 16
of the Act.
(o) "RETIREMENT" means termination of employment of an
Optionee occurring after the Optionee has reached 65 years of
age.
(p) "STOCK" means authorized and unissued shares of the
Common Stock, or reacquired shares of the Common Stock held in
the Company's treasury.
(q) "SUBSIDIARY" of the Company includes any "subsidiary
corporation" as defined in Section 424(f) of the Code.
(r) "TAXABLE EVENT" means an event requiring Federal, state
or local tax to be withheld with respect to an award hereunder.
(s) "WINDOW PERIOD" means the third to twelfth business day
following the release for publication of the Company's quarterly
or annual earnings report.
(t) "WITHHOLDING ELECTION" means a written irrevocable
election by an Optionee for the withholding or delivery back of
shares of Stock pursuant to Section 19 hereof in consideration of
the Company's payment of Withholding Taxes.
(u) "WITHHOLDING TAXES" means the total amount of Federal,
state and local income, employment and unemployment taxes which
the Company is required to withhold on account of the exercise by
an Optionee of an Option.
(v) "WITHHOLDING VALUATION DATE" means the date as of which
the Stock is valued for the purposes of determining the
Withholding Taxes, which is the exercise date of the relevant
Option.
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<PAGE> 5
SECTION 3. STOCK SUBJECT TO THE PLAN.
Two Hundred Thousand (200,000) shares of the Common Stock
shall be reserved for issue upon the exercise of Options. In the
event an Option is exercised, the Company may use authorized but
unissued shares or shares held in treasury in lieu thereof. If
any Option granted under the Plan shall expire or terminate for
any reason without having been exercised in full, the unpurchased
shares subject to such Option shall again be available for the
purposes of the Plan. If the Board of Directors permits an
Optionee to exercise an Option by tendering shares as provided in
Section 11(b) hereof, then for purposes of determining the number
of shares which remain available for the purposes of this Plan
the number of shares so tendered shall not be added back to the
Plan maximum and shall not be available for issuance under the
Plan. If and to the extent the Board of Directors grants a
request pursuant to Section 11(c) hereof and the payment made by
the Company is in cash, the shares of Stock subject to such
Option shall again be available for issuance under the Plan.
SECTION 4. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Board of Directors.
Subject to the express provisions of the Plan, the Board of
Directors shall have plenary authority, in its sole discretion,
to determine the individuals to whom Options shall be granted,
the number of shares subject to each Option, and the time or
times at which Options shall be granted. Subject to the express
provisions of the Plan, the Board of Directors also shall have
plenary authority, in its discretion, to construe and interpret
the Plan, to make determinations in administration of the Plan,
to make, amend and rescind rules and regulations regarding the
Plan and its administration, to determine the terms and
provisions of each Option Agreement (which need not be identical
to any other Option Agreement), and to take whatever action is
necessary to carry out the purposes of the Plan. The Board of
Directors' actions and determinations on matters over which it
has authority shall be conclusive. No act or failure to act on
the part of the Board of Directors, or on the part of any member
thereof, shall result in any liability whatsoever if taken in
good faith.
SECTION 5. TYPE OF OPTION GRANTED BY THE PLAN.
The Board of Directors shall have authority to grant Options
which qualify as Incentive Stock Options as defined in Section
422 of the Code and to grant Options which do not qualify as
Incentive Stock Options; provided, however, such non-Incentive
Stock Options must be identified as such in the terms of the
grant. Sections 6, 7, 8, 10 and 12 shall apply to an Option
which is not an Incentive Stock Option only to the extent
determined by the Board of Directors.
SECTION 6. ELIGIBILITY TO RECEIVE OPTIONS UNDER THE PLAN.
(a) Options may be granted under the Plan to Bank Directors
and all Employees of the Company or of any of its Subsidiaries;
provided, however, that Bank Directors may be granted only non-
Incentive Stock Options; provided further, that under no
circumstances may Options be granted under the Plan to a member
of the Board of Directors or any person who immediately before
such Option is granted owns more than 10% of the total
outstanding Common Stock of the Company. For the purpose of the
preceding sentence, the Optionee shall be deemed to own shares of
the Company's Common Stock which are owned by the Optionee's
siblings, spouse, ancestors and lineal descendants. An Optionee
who has been granted an Option under the Plan may be granted
additional Options hereunder at any time, if otherwise eligible
under the provisions of the Plan. An Option may be granted to an
individual upon the condition that such individual will become a
Bank Director or an Employee of the Company or any of its
Subsidiaries.
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<PAGE> 6
(b) In making a determination as to persons to whom Options
shall be granted under the Plan and the number of shares issuable
upon exercise of such Options, the Board of Directors shall take
into consideration the nature of the services rendered or to be
rendered by the person, including his or her present and
potential contributions to the success of the Company, and such
other factors as the Board of Directors shall deem relevant in
accomplishing the purposes of the Plan. Any and all
determinations made by the Board of Directors hereunder shall be
binding upon all persons whomsoever, and no person eligible to
receive an Option under the Plan shall have any legal right to
complain as to any determination which shall be made by the Board
of Directors hereunder.
(c) Nothing contained in the Plan shall be construed to
limit the right of the Company to grant Options otherwise than
under the Plan in connection with: (i) the employment of any
person; (ii) the acquisition of any corporation, firm or
association, or the business or assets thereof, including options
granted to employees thereof who become Bank Directors or
Employees of the Company or a Subsidiary; or (iii) other proper
corporate purposes.
SECTION 7. OPTION PRICE.
The purchase price per share of the Stock subject to each
Option granted hereunder shall be equal to 110% of the Fair
Market Value of the Common Stock at the time of the grant of the
Option; provided, however, that in no event shall said purchase
price per share be less than the par value of such Common Stock
subject to the Option.
SECTION 8. TERM OF OPTIONS.
(a) The term of each Option granted pursuant to the Plan
shall be not more than ten (10) years from the date of grant
thereof. Within such ten-year limit, Options shall be
exercisable only at such time or times, subject to the
restrictions of Sections 11, 12 and 15, and any other
restrictions and conditions, as the Board of Directors shall in
each instance approve, which need not be uniform for all
individuals to whom Options are granted.
(b) Except as provided in Sections 11, 12 and 13, no Option
granted to an Employee may be exercised at any time, unless the
Optionee is then an Employee of the Company or a Subsidiary and
has been so employed continuously since the granting of the
Option.
SECTION 9. DATE OF GRANT OF OPTION.
The grant of an Option under the Plan shall take place on or
as of the date the Board of Directors grants such Option;
provided, however, that if the resolution or other written
determination of the Board of Directors specifies that an Option
is to be granted as of and at some future date, the date of grant
shall be such future date.
SECTION 10. OPTION AMOUNT.
No Employee may be granted an Incentive Stock Option that is
first exercisable during any calendar year to the extent the
aggregate Fair Market Value of the Stock subject to all Incentive
Stock Options granted to such Employee that are first exercisable
during such calendar year exceeds $100,000 (such value determined
on the date of each respective grant).
- 4 -
<PAGE> 7
SECTION 11. EXERCISE OF OPTION.
(a) Except as provided in Sections 12 and 15 and unless
otherwise provided in the terms under which the Board of
Directors granted the Option, each Option shall be exercisable in
whole or in part at any time and from time to time during the
term of the Option; provided, however, that Stock issued to a
Reporting Person pursuant to the exercise of an Option may not be
sold or disposed of within six months following the date of the
grant of such Option.
(b) To the extent that the right to purchase shares under
an Option granted under the Plan is exercisable, the right may be
exercised from time to time by written notice to the Company
stating the number and identity of shares with respect to which
the Option is being exercised, accompanied by payment either:
(i) in cash; (ii) in the discretion of the Board of Directors, by
tender to the Company of shares of the Common Stock of the
Company, owned by the Optionee and registered in the Optionee's
name, having a Fair Market Value equal to the cash exercise price
of the Option being exercised; or (iii) in the discretion of the
Board of Directors, by any combination of (i) and (ii) hereof.
(c) The holder of an Option may, instead of exercising an
Option as provided in Section 11(b), request that the Board of
Directors authorize the payment to the holder of the difference
between the Fair Market Value of part or all of the Stock which
is the subject of the Option and the exercise price of the
Option, such difference to be determined as of the date the Board
of Directors receives the request from the holder; provided,
however, that a Reporting Person must hold an Option for at least
six months prior to making a request under this Section 11(c)
with respect to such Option. The Board of Directors in its sole
discretion may grant such a request from the holder with respect
to part or all of the shares of Stock as to which the Option is
then exercisable and, to the extent granted, shall direct the
Company to make payment to the holder either in cash or in Common
Stock or in any combination thereof; provided, however, that any
Common Stock shall be distributed based upon its Fair Market
Value as of the date the Board of Directors received the request
from the holder. An Option shall be deemed to have been
exercised and shall be cancelled to the extent that the Board of
Directors grants a request pursuant to this Section 11(c).
(d) The proceeds of sale of Stock subject to an Option
shall be added to: (i) the capital stock account of the Company
to the extent of the par value of the shares so issued; and
(ii) the excess to the account reflecting capital in excess of
par value. In the case of payments made in shares of Common
Stock, such shares evidencing payment shall be added to the
Common Stock, held in the Company's treasury and used for
corporate purposes as the Board of Directors shall determine,
with appropriate credits to the capital stock accounts of the
Company.
(e) After the exercise of an Option, as above provided, the
Company shall within a reasonable time deliver to the person
exercising the Option a certificate or certificates issued in the
name of the person who exercised the Option and such additional
name, or names, if any, as may be requested (subject to the
general policy of the Company as to registration of shares), for
the appropriate number of shares, without liability of the person
exercising the Option for any transfer or issue tax, state of
Federal, then payable. Each Option granted under the Plan shall
be subject to the requirement that, if at any time the Board of
Directors of the Company shall determine, in its discretion, that
the listing, registration or qualification of the shares subject
to such Option upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental or
regulatory body, is necessary or desirable, as a condition of, or
in connection with, the granting of such Option or the issue or
purchase of shares thereunder, no such Option may be exercised in
whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of
Directors.
- 5 -
<PAGE> 8
(f) An Optionee under an Option granted under the Plan
shall have no rights as a shareholder with respect to any shares
subject to an Option except to the extent that one or more
certificates for shares shall have been delivered to him upon due
exercise of an Option as above provided.
(g) Unless provided otherwise by its express terms, an
Option granted under the Plan, including the exercise of the
right to request payment in lieu of exercise of the Option
pursuant to Section 11(c), shall be nontransferable by the
Optionee other than by will or the laws of descent and
distribution or pursuant to a "qualified domestic relations
order," as defined in the Code or in Title I of the Employment
Retirement Income Security Act, or the rules thereunder, and
shall be exercisable during the Optionee's lifetime only by the
Optionee or a transferee permitted pursuant to this Section
11(g), unless the Optionee or transferee is under legal
disability, in which case it may be exercised by the Optionee's
or transferee's duly appointed legal representative.
SECTION 12. TERMINATION OF EMPLOYMENT.
(a) If an Employee who has been granted an Option under the
Plan ceases to be an Employee of the Company or a Subsidiary for
any reason other than the death of the Employee, all of the
Optionee's Options under the Plan (including Options transferred
in accordance with Section 11(g) thereof) shall expire three
months after the Optionee ceases to be an Employee (or, if the
Optionee becomes disabled within the meaning of Section 105(d)(4)
of the Internal Revenue Code, such Options shall expire twelve
months after the termination of the Optionee's employment on
account of such disability) as to all shares for which they have
not theretofore been exercised, and during such three-month (or
twelve-month) period an Option shall be exercisable only as to
those shares with respect to which it had become exercisable,
under the provisions of the particular Option, on the date of
termination of employment; provided, however, that if the
termination of employment is: (i) for cause; (ii) voluntary on
the part of the Employee and without the written consent of the
Company, or a Subsidiary; or (iii) is in violation of any
employment contract with the Company or a Subsidiary, then all
Options granted to such person under the Plan (including Options
transferred in accordance with Section 11(g) hereof) shall
terminate and expire concurrently with the termination of the
Optionee's employment and shall not thereafter be exercisable to
any extent; provided further, however, that no Option may be
exercised after the expiration date specified for the particular
Option.
(b) The transfer of an Employee from one corporation to
another among the Company and its Subsidiaries, leave of absence
(as described in Section 1.421-7(h)(2) of the Income Tax
Regulations) with the written consent of the Company or a
Subsidiary, or Retirement.
SECTION 13. DEATH OF OPTIONEE.
If an Employee who has been granted an Option under the Plan
dies while an Employee of the Company or a Subsidiary, or dies
within three months after the termination of such employment, or
a Bank Director who has been granted an Option under the Plan
dies prior to the expiration date of such Option, the shares
which such Optionee was entitled to purchase on the date of their
death under an Option or Options under the Plan may be purchased
under the Option or Options at any time after the Optionee's
death by the person or persons to whom said rights under the
Option or Options shall have passed (including transferees
permitted pursuant to Section 11(g) hereof); provided, however,
that no Option may be exercised after the earlier of:
(i) eighteen (18) months after the original Optionee's death; or
(ii) the expiration date specified for the particular Option.
- 6 -
<PAGE> 9
SECTION 14. EFFECT OF MERGER, CHANGE IN CAPITALIZATION, ETC.
(a) In the event of any reclassification or increase or
decrease in the number of the issued shares of Common Stock by
reason of the payment of a stock dividend, a split-up or
consolidation of shares, a recapitalization, a combination or
exchange of shares or any like capital adjustment, then: (i) the
aggregate number, and the class, of shares reserved under the
Plan shall be as though the shares reserved had been outstanding
prior to any adjustment as aforesaid; and (ii) as to any
outstanding unexercised Options theretofore granted under the
Plan, there shall be a corresponding adjustment as to the class
and number of shares subject to each Option, and as to the
purchase price under each Option, to the end that the Optionee's
proportionate interest shall be maintained as before the
occurrence of such event without change in the total purchase
price applicable to said Option.
(b) In the event the Company shall approve a plan of
reorganization or of merger into or consolidation with any other
corporation, and appropriate provision is made for the resulting
corporation's assumption of the Plan under terms whereby the
unexercised portion of each Option then outstanding under the
Plan shall thereafter apply to such number and kind of securities
as would have been issuable by reason of such reorganization,
merger or consolidation to a holder of the number of shares which
were subject to the Option immediately prior to such
reorganization, merger or consolidation, without change in the
total purchase price applicable to said Option, then such Options
shall continue under the Plan.
(c) In the event the Company shall approve a plan of
reorganization or of merger into or consolidation with any other
corporation, and appropriate provision is not made for the
assumption of the Plan by the resulting corporation as above
provided in Section 14(b), or in the event the Company shall
approve a plan of dissolution, liquidation or sale of
substantially all of its assets, then in any such event, the
unexercised portion of each Option then outstanding under the
Plan shall terminate as of a date fixed by the Board of Directors
and approved by the Board of Directors of the Company upon not
less than thirty days' written notice to each Optionee; provided,
however, that any such Option shall be accelerated and may be
exercised in whole or in part before the termination date fixed
as aforesaid without regard to any installment provisions
thereof; provided further, however, that such termination date
shall be fixed as a date on or before the effective date of such
reorganization, merger, consolidation, dissolution, liquidation
or sale.
(d) In the event the Company shall issue additional capital
stock of any class for cash or other consideration, there shall
be no adjustment in the number of shares subject to outstanding
Options under the Plan, and no adjustment in the purchase price
under such Options.
SECTION 15. SUCCESSIVE OPTION GRANTS.
Successive Option grants may be made to any holder of
Options under the Plan; provided, however, that no person may be
granted Options to acquire more than 100,000 shares of Stock
under the Plan.
SECTION 16. TERMINATION AND AMENDMENT OF THE PLAN.
(a) This Plan shall terminate on April 15, 2006, and no
Option shall be granted hereunder after said date, but such
termination shall not affect any Option theretofore granted. The
Board of Directors of the Company may suspend, discontinue or
terminate the Plan at any time, and may from time to time make
such changes in and additions to the Plan as the Board of
Directors shall deem advisable; provided, however, that the Board
of Directors may not, without approval by the shareholders of the
Company, change: (i) the minimum Option price; (ii) the maximum
periods during which Options
- 7 -
<PAGE> 10
may be granted or exercised; or (iii) the provisions relating to the
eligibility of Employees to whom Options may be granted and to the
eligibility of members of the Board of Directors.
(b) Subject to other provisions of the Plan, no termination
or amendment of the Plan may, without the consent of the Optionee
under an Option then outstanding, terminate such Option or
materially and adversely affect the rights of the Optionee
thereunder.
SECTION 17. SHAREHOLDER APPROVAL.
No Option granted under this Plan may be exercised in whole
or in part until this Plan is approved by the shareholders
holding a majority of the outstanding shares of the Common Stock,
which approval must occur within the twelve-month period after
the date the Plan is adopted by the Board of Directors. In the
event such shareholder approval is not forthcoming within the
time specified, this Plan and any Options granted pursuant to it
shall be null and void.
SECTION 18. AMENDMENTS TO INTERNAL REVENUE CODE OR REGULATIONS.
Any reference in this Plan to a section of the Internal
Revenue Code or a section of the Income Tax Regulations shall
include any amendments thereto and shall include such additional
sections of the Code or Regulations into which the substance of
the cited sections shall be incorporated.
SECTION 19. TAX WITHHOLDING.
When an Option is exercised, the Optionee shall pay to the
Company promptly after the Withholding Valuation Date, in cash,
the amount of any Withholding Taxes which the Company is required
to withhold, unless, subject to the conditions set forth below,
the Optionee files with the Company a Withholding Election. If
an Optionee files a Withholding Election, then in connection with
the exercise of an Option to which the Withholding Election
relates the Company shall withhold from the Optionee shares of
Stock having a Fair Market Value on the Withholding Valuation
Date equal to the amount of Withholding Taxes due, and shall pay
to the appropriate taxing authorities cash equal to the amount of
Withholding Taxes. If fractional shares are involved in
connection with the withholding or delivery back of shares, such
fractional shares shall be settled in cash as the Board of
Directors by rule or practice may require. Notwithstanding the
foregoing, Reporting Persons may make a Withholding Election only
in accordance with the least restrictive methods then permitted
under Rule 16b-3, which currently provides that such election
must be made either: (i) during a Window Period; or (ii) six
months in advance of a Taxable Event, which Taxable Event need
not occur during a Window Period, and which election may not be
suspended or revoked except by another such election which shall
not become effective until six months after it is made.
- 8 -
<PAGE> 1
ALLEGIANT BANCORP, INC.
DIRECTORS STOCK OPTION PLAN
<PAGE> 2
<TABLE>
<CAPTION>
ALLEGIANT BANCORP, INC.
DIRECTORS STOCK OPTION PLAN
<C> <S> <C>
Section 1. Establishment and Purpose . . . . . . . . . . . 1
Section 2. Definitions . . . . . . . . . . . . . . . . . . 1
Section 3. Administration . . . . . . . . . . . . . . . . 2
Section 4. Shares Reserved Under the Plan . . . . . . . . 2
Section 5. Granting of Options . . . . . . . . . . . . . . 3
Section 6. Terms of Options . . . . . . . . . . . . . . . 3
Section 7. No Right to Remain a Director . . . . . . . . . 4
Section 8. Exercise of Options . . . . . . . . . . . . . . 4
Section 9. General Provisions . . . . . . . . . . . . . . 4
Section 10. Adjustment Provisions . . . . . . . . . . . . . 4
Section 11. Duration, Amendment and Termination . . . . . . 5
Section 12. Shareholder Approval . . . . . . . . . . . . . 5
</TABLE>
<PAGE> 3
ALLEGIANT BANCORP, INC.
DIRECTORS STOCK OPTION PLAN
SECTION 1. ESTABLISHMENT AND PURPOSE.
The Allegiant Bancorp, Inc. Directors Stock Option Plan of
Allegiant Bancorp, Inc. is designed and intended: (i) to reward
directors serving at the time of adoption of the Plan for their
past contributions to the growth and success of the Company;
(ii) to induce directors of the Company to remain directors of the
Company, to offer them incentives and rewards in recognition of
their contributions to the Company's progress, and to encourage
them to continue to promote the best interests of the Company and
its subsidiaries; and (iii) to aid the Company and its subsidiaries
in competing with other enterprises for the services of new
directors needed to help ensure the Company's continued progress.
SECTION 2. DEFINITIONS.
(a) "ACT" means the Securities Exchange Act of 1934, as
amended.
(b) "ADMINISTRATOR" means the Secretary of the Company,
initially Kevin R. Farrell.
(c) "BOARD OF DIRECTORS" means the Board of Directors of the
Company.
(d) "CODE" means the Internal Revenue Code of 1986, as
amended.
(e) "COMPANY" means Allegiant Bancorp, Inc., a corporation
organized and existing under the laws of the State of
Missouri.
(f) "ELIGIBLE DIRECTOR" means any member of the Board of
Directors on an Option Date who has been a member of the
Board of Directors for at least two consecutive years
prior to such Option Date.
(g) "FAIR MARKET VALUE" of a share of the Company's Common
Stock means, for any particular date: (i) for any period
during which the stock shall not be listed for trading on
a national securities exchange, but when closing
transaction prices for the stock shall be reported by
NASDAQ, the closing transaction price per share as
reported by NASDAQ; (ii) for any period during which the
stock shall not be listed for trading on a national
securities exchange or prices shall not be reported by
NASDAQ, but when quotes for the stock shall be reported
by a generally recognized source (such as the National
Quotation Bureau), the closing bid price as reported by
such source; (iii) for any period during which the stock
shall be listed for trading on a national securities
exchange, the closing price per share of stock on such
exchange; or (iv) the fair market value market per share
of stock as determined in good faith by the Board of
Directors in the event neither clause (i), (ii) or (iii)
above shall be applicable. If Fair Market Value is to be
determined as of a day when the securities markets are
not open (or no trades of the stock were reported, in the
event clause (i) or (iii) shall be applicable), the Fair
Market Value on that day shall be the Fair Market Value
on the preceding day when the markets were open (or a
trade was reported).
<PAGE> 4
(h) "NASDAQ" means the National Association of Securities
Dealers Automated Quotation System or any successor
thereto on which the daily trading price or bid and ask
prices of the Company's Common Stock is made available.
(i) "OPTION" means an option granted under this Plan to
acquire Stock.
(j) "OPTIONEE" means the person to whom an Option is granted.
(k) "OPTION AGREEMENT" means an Agreement issued to each
Eligible Director with respect to each Option.
(l) "OPTION DATE" means the date as of which an Option is
granted, which shall be the first business day after the
annual meeting of shareholders of the Company for each
year that the Plan is in effect.
(m) "PLAN" means the Allegiant Bancorp, Inc. Directors Stock
Option Plan.
(n) "POST-DEATH REPRESENTATIVE(S)" means the executor(s) or
administrator(s) of the Optionee's estate or the person
or persons to whom the Optionee's rights under his or her
Option pass by the Optionee's will or the laws of descent
and distribution.
(o) "RULE 16B-3" means Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Act or any
successor rule.
(p) "STOCK" means authorized and unissued shares of Common
Stock of the Company or reacquired shares of the
Company's Common Stock held in its treasury.
SECTION 3. ADMINISTRATION.
The Plan shall be administered on behalf of the Company by the
Administrator. The Administrator may adopt, amend, and rescind
from time to time such administrative rules, and may take from time
to time such actions, with or without notice to affected Optionees,
as he or she may deem appropriate to implement or interpret the
provisions of this Plan or to exercise any authority, discretion or
power explicitly or implicitly granted to the Administrator under
this Plan, provided that no such rules or actions may be
inconsistent with the provisions of this Plan, or Rule 16b-3. The
Administrator may make rules or take action pursuant to this
Section by any appropriate means.
SECTION 4. SHARES RESERVED UNDER THE PLAN.
(a) At any time during the existence of the Plan, there
shall be reserved for issuance upon the exercise of Options
granted under the Plan an amount of Stock (subject to adjustment
as provided in Section 10 hereof) equal to the total number of
shares then issuable pursuant to all such Option grants which
shall have been made prior to such time. The Company in its
discretion may use reacquired shares held in the treasury in lieu
of authorized but unissued shares.
2
<PAGE> 5
(b) If an Option terminates in whole or in part, by
expiration or for any other reason except exercise of such
Option, the shares previously reserved for issuance upon exercise
of the Option shall again be available for issuance, as if such
shares had never been subject to an Option.
SECTION 5. GRANTING OF OPTIONS.
(a) In recognition of the past contributions of the members
of the Board of Directors serving as of the date this Plan is
adopted in respect of the historical growth of the Company and
the corresponding enhancement of the value of the Company's
Common Stock and to induce such individuals to continue serving
the Company as directors, each person who is an Eligible Director
on the first Option Date following the Company's 1996 Annual
Meeting of Shareholders shall receive an Option to purchase
10,000 shares of Stock. The Option price for each share of Stock
subject to an Option granted under this Section 5(a) shall be the
greater of: (i) 120% of the Fair Market Value on the date of such
grant; or (ii) $14.50. Options granted to Eligible Directors
under this Section 5(a) shall be in addition to Options granted
to Eligible Directors as of the same Option Date under Section
5(b).
(b) Each person who is an Eligible Director on an Option
Date shall receive Options to acquire 3,000 shares of Stock;
provided, however, that if the Chairman of the Board of Directors
and/or President of the Company are serving as Eligible Directors
on an Option Date, they shall each receive Options to purchase
5,000 shares of Stock.
(c) All Options granted under the Plan shall be granted as
of an Option Date. Promptly after each Option Date, the Company
shall notify the Optionee of the grant of the Option, and shall
hand deliver or mail to the Optionee a Stock Option Agreement,
duly executed by and on behalf of the Company, with the request
that the Optionee execute and return the Agreement within thirty
days after the Option Date. If the Optionee shall fail to
execute and return the written Option Agreement within said
thirty-day period, his or her Option shall be automatically
terminated, except that if the Optionee dies within said
thirty-day period such Option Agreement shall be effective
notwithstanding the fact that it has not been signed prior to
death.
SECTION 6. TERMS OF OPTIONS.
Notwithstanding any other provision of the Plan, each Option
shall be evidenced by an Option Agreement, which shall include
the substance of the following terms and conditions:
(a) Except as provided in Section 5(a), the Option price
for each share of Stock subject to an Option shall be an amount
equal to 110% of the Fair Market Value of a share of Stock on the
Option Date.
(b) The Option by its terms shall not be transferable by
the Optionee otherwise than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order
as defined by the Code or the regulations thereunder. The
designation of a beneficiary does not constitute a transfer. The
Option shall be exercisable, during the Optionee's lifetime, only
by the Optionee.
(c) The Option by its terms shall be immediately
exercisable as to any or all shares and may be exercised at any
time and from time to time; provided, however, that Stock issued
pursuant to the exercise of an Option may not be sold or disposed
of within six months after the grant of such Option.
(d) Any Option granted under this Plan shall not be
exercisable after the expiration of five years from the Option
Date.
3
<PAGE> 6
SECTION 7. NO RIGHT TO REMAIN A DIRECTOR.
The grant of an Option shall not create any right in any
person to remain a director of the Company.
SECTION 8. EXERCISE OF OPTIONS.
(a) An Option shall be exercisable only: (i) upon payment
to the Company on the exercise date of cash in the full amount of
the option price of the shares with respect to which the Option
is exercised; or (ii) upon delivery to the Company on the
exercise date of certificates representing shares of Company
Common Stock, owned by the Optionee for longer than six months
and registered in the Optionee's name, having a Fair Market
Value, on the date of such exercise and delivery, equal to the
full amount of the purchase price of the shares with respect to
which the Option is exercised; or (iii) a combination of (i) and
(ii).
(b) An Optionee shall have none of the rights of a
shareholder with respect to shares of Stock subject to his or her
Option until shares of Stock are issued to him or her upon the
exercise of his or her Option.
SECTION 9. GENERAL PROVISIONS.
The Company shall not be required to issue or deliver any
certificate for shares of Stock to an Optionee upon the exercise
of his or her Option prior to:
(a) if requested by the Company, the filing with the
Company by the Optionee or the Optionee's Post-Death
Representative of a representation in writing that at the time of
such exercise it is his or her then present intention to acquire
the shares of Stock being purchased for investment and not for
resale, and/or the completion of any registration or other
qualification of such shares of Stock under any state or federal
laws or rulings or regulations of any governmental regulatory
body, which the Company shall determine to be necessary or
advisable; and
(b) the obtaining of any other consent, approval or permit
from any state or federal governmental agency which the
Administrator shall, in its absolute discretion upon the advice
of counsel, determine to be necessary or advisable.
SECTION 10. ADJUSTMENT PROVISIONS.
In the event any stock dividend is declared upon the
Company's Common Stock or in the event outstanding shares of
stock shall be changed into or exchanged for a different number,
class or kind of shares of stock or other securities of the
Company or of another corporation, whether by reason of a split
or combination of shares, recapitalization, reclassification,
reorganization, merger, consolidation or otherwise, the number of
shares of Stock reserved for issuance upon the exercise of
Options issuable hereunder whether or not subject to outstanding
Options shall be appropriately and proportionately adjusted, and
in any such event a corresponding adjustment shall be made
changing the number, class or kind of shares of Stock or other
securities which are deliverable upon the exercise of any Option
theretofore granted and unexercised without change in the total
price applicable to the unexercised portion
4
<PAGE> 7
of such Option, but with a corresponding adjustment in the price for
each share of Stock covered by the unexercised portion of such Option.
SECTION 11. DURATION, AMENDMENT AND TERMINATION.
(a) The Board of Directors may at any time terminate the
Plan or make such amendments thereof, including reducing the
number of Options which are to be granted as of any Option Date,
as it shall deem advisable and in the best interests of the
Company, without further action on the part of the shareholders
of the Company; provided, however, that no such termination or
amendment shall, without the consent of the Optionee, adversely
affect or impair the rights of such Optionee, and provided
further, that no amendment requiring shareholder approval in
order to meet the requirements of Rule 16b-3 shall be effective
unless such shareholder approval is obtained, and provided
further that the provisions relating to eligible persons, the
amount and price of awards and the timing of awards may not be
amended more than once every six months except to comport with
changes in the Code or the Employee Retirement Income Security
Act of 1974, or the rules thereunder.
(b) The period during which Options may be granted under
the Plan shall terminate on April 15, 2006, unless the Plan
earlier shall have been terminated as provided above.
SECTION 12. SHAREHOLDER APPROVAL.
The Plan shall be effective on the date that it is approved
by the shareholders of the Company.
5
<PAGE> 8
ALLEGIANT BANCORP, INC.
DIRECTORS STOCK OPTION PLAN
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement"), entered into
this --------- day of --------------------------, in the County
of St. Louis, Missouri, by and between Allegiant Bancorp, Inc., a
Missouri corporation (the "Company") and -------------------------,
(the "Optionee") pursuant to the Allegiant Bancorp, Inc. Directors
Stock Option Plan (the "Plan").
1. GRANT OF OPTION. The Company hereby grants to Optionee
the right, privilege and option to purchase --------- shares of
Common Stock, $.01 par value, of the Company at a price of ---------
Dollars ($----------) per share, in the manner and subject to the
conditions provided herein.
2. TERM OF OPTION. This Option shall expire on --------------.
3. TIME OF EXERCISE OF OPTION. This Option shall be
immediately exercisable as to any or all shares and may be
exercised at any time and from time to time during its term.
4. INCORPORATION OF STOCK OPTION PLAN. This Agreement is
entered into pursuant to the Plan, which Plan is by this
reference incorporated herein and made a part hereof. All
capitalized terms not defined herein shall have the meaning
ascribed to them in the Plan. The material provisions of the
Plan applicable to this Option are as follows:
a. METHOD OF EXERCISE OF OPTION. This Option shall
be exercisable in whole or in part to the extent then
exercisable, by written notice delivered to the Secretary of
Company stating the number of shares with respect to which
the Option is being exercised, accompanied by payment either
(i) in cash, (ii) by tender to the Company of shares of
Company Common Stock, owned by the Optionee for longer than
six months and registered in the Optionee's name, having a
Fair Market Value, on the date of such exercise and
delivery, equal to the cash exercise price of the Option
being exercised, or (iii) by any combination of (i) and (ii)
hereof.
b. NON-TRANSFERABILITY OF OPTION. This Option is
non-transferable by Optionee except by will or the laws of
descent and distribution and shall be exercisable during
Optionee's lifetime only by Optionee. In the event of
Optionee's death, the Post-Death Representative may exercise
this Option.
c. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC.
In the event any stock dividend is declared upon the
Company's Common Stock or in the event outstanding shares of
stock shall be changed into or exchanged for a different
number, class or kind of shares of stock or other securities
of the Company or of another corporation, whether by reason
of a split or combination of shares, recapitalization,
reclassification, reorganization, merger, consolidation or
otherwise, the number of shares of Stock reserved for
issuance upon the exercise of outstanding Options shall be
appropriately and proportionately adjusted, and in any such
event a corresponding adjustment shall be made changing the
number, class or kind of shares of Stock or other securities
which are deliverable upon the exercise of any Option
theretofore granted without change in the total price
applicable to the unexercised portion of such Option, but
with a corresponding adjustment in the price for each share
of Stock covered by the unexercised portion of such Option.
In the event the Company is merged, consolidated or
reorganized with another corporation, appropriate provision
shall be made for the continuance
<PAGE> 9
of outstanding Options with respect to shares of the succeeding
parent corporation following a merger, or with respect to shares
of the consolidated or reorganized corporation in the case of a
consolidation or reorganization, and to prevent their dilution or
enlargement compared to the total shares issuable therein in
respect of the Stock. Adjustments hereunder shall be made in an
equitable manner by the Administrator, whose determination shall
be conclusive and binding on all concerned.
5. OPTION CONDITIONED ON AWARD AGREEMENT AND ACCEPTANCE.
This Agreement shall be void and of no effect unless a copy
hereof is executed by Optionee and returned to the Company's
Secretary not later than 30 days after the Option date, provided,
however, that if Optionee dies within such 30 day period this
Agreement shall be effective notwithstanding the fact that it has
not been executed by Optionee.
IN WITNESS WHEREOF, ALLEGIANT BANCORP, INC. has caused this
Agreement to be executed and its Corporate Seal to be affixed,
and Optionee has signed the same, in duplicate originals as of
the day and year first above written.
ALLEGIANT BANCORP, INC.
By:------------------------------------
Marvin S. Wool
Chairman and Chief Executive Officer
---------------------------------------
Optionee
2
<PAGE> 1
ALLEGIANT BANCORP, INC.
STOCK OPTION PLAN
-----------------
1. Purpose of the Plan.
-------------------
1.1 The Allegiant Bancorp, Inc. Stock Option Plan
(herein called the "Plan") of Allegiant Bancorp, Inc., a Missouri
corporation (herein called the "Company") and its subsidiary is
designed and intended (a) to encourage ownership of the Company's
Common Stock by employees of the Company and its subsidiary, and
to provide additional incentive for them to promote the success
of the business of the Company, and (b) to be helpful as a
further incentive in attracting qualified personnel to enter the
employ of the Company and its subsidiary.
It is expected that the added interest of the participating
employees under this Plan, and their proprietary attitude toward
the Company resulting from their investment in the Company's
Common Stock, will promote the future growth, development and
continued success of the Company.
1.2 As used in the Plan, "subsidiary" shall mean
Allegiant National Bank.
1.3 As used in the Plan, "employee" shall mean an
individual who performs services for the Company or its
subsidiary; provided, however, that the term "employee" shall not
include any individual who is a director of the Company or its
subsidiary but who is not also an officer of the Company.
2. Stock Subject to the Plan.
-------------------------
Sixty-two thousand six hundred sixty-six (62,666) shares
of the Common Stock, $.01 par value, of the Company shall be reserved
for issuance upon the exercise of options granted under the Plan.
Such shares may, as the Board of Directors in its sole discretion
from time to time determines, include whole or fractional shares.
In the event an option is exercised, the Company may use
authorized but unissued shares or shares held in treasury in lieu
thereof. If any option granted under the Plan shall expire,
terminate or be surrendered for cancellation for any reason
without having been exercised in full, the unpurchased shares
subject to such option shall again be available for the purposes
of the Plan.
3. Administration of the Plan.
--------------------------
3.1 The Plan shall be administered by the Board of
Directors of the Company, who may also be officers of the Company
and/or its subsidiary.
3.2 Subject to the express provisions of the Plan, the
board shall have plenary authority, in its sole discretion, to
determine the individuals to whom options shall be granted, the
number of shares subject to each option, and the time or times at
<PAGE> 2
which options shall be granted. Subject to the express
provisions of the Plan, the board shall also have plenary
authority, in its discretion, to construe and interpret the Plan,
to make determinations in administration of the Plan, to make,
amend and rescind rules and regulations regarding the Plan and
its administration, to determine the terms and provisions of the
respective stock option agreements (which need not be identical),
and to take whatever action is necessary to carry out the
purposes of the Plan. The board's actions and determinations on
matters referred to in this Section 3 shall be conclusive on all
persons whomsoever. No act or failure to act on the part of the
board, or on the part of any member thereof, shall result in any
liability whatsoever if taken in good faith.
4. Type of Option Granted by the Plan.
----------------------------------
The board shall have authority to grant options which
qualify as Incentive Stock Options as defined in Section 422A of
the Internal Revenue Code of 1986, as amended (the "Code"), and
to grant options which do not qualify as Incentive Stock Options,
provided, however, such non-Incentive Stock Options must be
identified as such in the terms of the grant. The specific terms
of this Plan shall apply to an option which is not an Incentive
Stock Option only to the extent determined by the Board of
Directors.
5. Eligibility to Receive Options Under the Plan.
---------------------------------------------
5.1 Options may be granted under the Plan to any
employee pursuant to a written stock option agreement approved as
to form and content by the Board of Directors. An employee who
has been granted an option under the Plan may be granted an
additional option or options hereunder at any time, if otherwise
eligible under the provisions of the Plan. An option may be
granted to an individual upon the condition that such individual
will become an employee of the Company or its subsidiary,
provided however, that such a conditional option shall be deemed
to be granted only on the date such individual becomes an
employee.
5.2 In making a determination as to persons to whom
options shall be granted under the Plan, and the number of shares
to be covered by such options, the board shall take into
consideration the nature of the services rendered or to be
rendered by the employee, the employee's present and potential
contributions to the success of the Company, and such other
factors as the board shall deem relevant in accomplishing the
purposes of the Plan. Any and all determinations made by the
board pursuant to this section shall be binding upon all persons
whomsoever, and no employee eligible to receive an option under
the Plan shall have any legal right to complain as to any
determination which shall be made by the board hereunder as to
him.
- 2 -
<PAGE> 3
5.3 Nothing contained in the Plan shall be construed
to limit the right of the Company to grant options otherwise than
under the Plan.
6. Option Price.
------------
The purchase price of the stock subject to each option
granted hereunder shall be determined by the board; provided,
however, that such price shall not be less than the fair market
value of the stock at the time of the grant of the option as
determined in good faith by the board. In no event shall said
purchase price per share be less than the par value of such stock
subject to the option.
7. Term of Options.
---------------
7.1 The term of each option granted pursuant to the
Plan shall not exceed ten (10) years from the date of granting
thereof. Within such ten-year limit, options will be exercisable
only at such time or times, subject to the restrictions of
Sections 9, 10 and 11, and any other restrictions and conditions,
as the board shall in each instance approve, which need not be
uniform for all individuals to whom options are granted.
7.2 Except as provided in Sections 9, 10 and 11, no
option may be exercised at any time unless the optionee is then
an employee of the Company or its subsidiary and has been so
employed continuously since the granting of the option.
8. Date of Grant of Option.
-----------------------
The grant of an option under the Plan shall take place
on or as of the date the board grants an employee a particular
option; provided, however, that if the resolution or other
written determination of the board specifies that an option is to
be granted as of and at some future date, the date of grant shall
be such future date.
9. Exercise of Option.
------------------
9.1 Except as provided in Sections 10 and 11 and
unless otherwise provided in the terms under which the board
grants the option, each option shall be fully exercisable during
the period beginning on the date of grant and ending on the tenth
anniversary of the date of grant.
9.2 To the extent that the right to purchase shares
under an option granted under the Plan is exercisable, the right
may be exercised from time to time by written notice to the
Company stating the number of shares with respect to which the
option is being exercised, accompanied by payment of the exercise
price either: (i) in cash, (ii) in the discretion of the board,
by tender to the Company of shares of Common Stock of the
Company, owned by the optionee and registered in the optionee's
- 3 -
<PAGE> 4
name, having a fair market value equal to the cash exercise price
of the option being exercised, or (iii) in the discretion of the
board, by any combination of (i) and (ii) hereof. The fair
market value of stock tendered as payment shall be determined
according to the criteria for determining fair market value
adopted by the board or as may be required in order to comply
with or conform to the requirements of any applicable laws or
regulations.
9.3 The proceeds of sale of stock subject to an option
shall be added to (a) the capital stock account of the Company to
the extent of the par value of the shares and (b) the excess to
the account reflecting capital in excess of par.
9.4 After the exercise of an option, as above
provided, the Company shall within a reasonable time deliver to
the person exercising the option a certificate or certificates
issued in the name of the person who exercised the option and
such additional name, or names, if any, as may be requested
(subject to the general policy of the Company as to registration
of shares), for the appropriate number of shares, without
liability of the person exercising the option for any transfer or
issue tax, state or Federal, then payable. Each option granted
under the Plan shall be subject to the requirement that, if at
any time the Board of Directors of the Company shall determine,
in its discretion, that the restriction, listing, registration or
qualification of the shares subject to such option upon any
securities exchange or under any state or Federal law, or the
consent or approval of any governmental or regulatory body, is
necessary or desirable, as a condition of, or in connection with,
the granting of such option or the issue or purchase of shares
thereunder, no such option may be exercised in whole or in part
unless such restriction, listing, registration, qualification,
consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors.
9.5 An optionee under an option granted under the Plan
shall have no rights as a shareholder with respect to any shares
covered by an option except to the extent that one or more
certificates for shares shall have been delivered to him upon due
exercise of an option as above provided.
9.6 An option granted under the Plan shall be
nontransferable by the optionee other than by will or the laws of
descent and distribution, and shall be exercisable during the
optionee's lifetime only by the optionee, unless the optionee is
under legal disability, in which case it may be exercised by the
optionee's duly appointed legal representative.
10. Termination of Employment.
-------------------------
10.1 Except as specified to the contrary in any option
agreement entered into under the Plan, if an optionee under an
option granted under the Plan ceases to be an employee of the
- 4 -
<PAGE> 5
Company or a subsidiary for any reason other than the death of
the employee, all of the optionee's options under the Plan shall
expire three months after the optionee ceases to be an employee
(or, if the optionee becomes disabled within the meaning of
Section 105(d)(4) of the Code, such options shall expire twelve
months after the termination of the optionee's employment on
account of such disability) as to all shares for which they have
not theretofore been exercised, and during such three-month (or
twelve-month) period an option shall be exercisable only as to
those shares with respect to which it had become exercisable,
under the provisions of the particular option, on the date of
termination of employment (or disability); provided, however,
that no option may be exercised after the expiration date
specified for the particular option.
10.2 The transfer of an employee from one corporation
to another among the Company and any subsidiary or leave of
absence (as described in Section 1.421-7(h)(2) of the Income Tax
Regulations) with the written consent of the Company or a
subsidiary shall not be a termination of employment for the
purposes of the Plan.
11. Death of Optionee.
-----------------
If an optionee under an option granted under the Plan
dies while an employee of the Company or its subsidiary, or dies
within three months after the termination of such employment, the
shares which the optionee was entitled to purchase on the date of
the optionee's death under an option or options under the Plan
may be purchased under the option or options at any time after
the optionee's death by the person or persons to whom said rights
under the option or options shall have passed by the optionee's
will or by the applicable laws of descent and distribution;
provided, however, that no option may be exercised after the
earlier of (a) eighteen (18) months after the optionee's death or
(b) the expiration date specified for the particular option.
12. Effect of Merger, Change in Capitalization, Etc.
------------------------------------------------
12.1 In the event of any reclassification or increase
or decrease in the number of the issued shares of Common Stock of
the Company by reason of the payment of a stock dividend, a
split-up or consolidation or shares, a recapitalization, a
combination or exchange of shares or any like capital adjustment,
then (a) the aggregate number, and the class, of shares reserved
under the Plan shall be as though the shares reserved had been
outstanding prior to any adjustment as aforesaid, and (b) as to
any outstanding unexercised options theretofore granted under the
Plan, there shall be a corresponding adjustment as to the class
and number of shares covered by each option, and as to the
purchase price under each option, to the end that the optionee's
proportionate interest shall be maintained as before the
occurrence of such event without change in the total purchase
price applicable to said option.
- 5 -
<PAGE> 6
12.2 In the event the Company shall approve a plan or
reorganization or of merger into or consolidation with any other
corporation, and appropriate provision is made for the resulting
corporation's assumption of the Plan under terms whereby the
unexercised portion of each option then outstanding under the
Plan shall thereafter apply to such number and kind of securities
as would have been issuable by reason of such reorganization,
merger or consolidation to a holder of the number of shares which
were subject to the option immediately prior to such
reorganization, merger or consolidation, without change in the
total purchase price applicable to said option, then such options
shall continue under the Plan.
12.3 In the event the Company shall approve a plan of
reorganization or of merger into or consolidation with any other
corporation, and appropriate provision is not made for the
assumption of the Plan by the resulting corporation as above
provided in paragraph 12.2, or in the event the Company shall
approve a plan of dissolution, liquidation or sale of
substantially all of its assets, then in any such event, the
unexercised portion of each option then outstanding under the
Plan shall terminate as of a date fixed by the Board of Directors
upon not less than thirty days' written notice to each optionee;
provided, however, that any such option shall be accelerated and
may be exercised in whole or in part before the termination date
fixed as aforesaid without regard to any installment or serial
exercise provisions thereof; provided further, however, that such
termination shall be fixed as a date on or before the effective
date of such reorganization, merger, consolidation, dissolution,
liquidation or sale.
12.4 In the event the Company shall issue additional
capital stock of any class for cash or other consideration, there
shall be no adjustment in the number of shares covered by
outstanding options under the Plan, and no adjustment in the
purchase price under such options.
13. Termination and Amendment of the Plan.
-------------------------------------
13.1 This Plan shall terminate on September 30, 1999,
and no option shall be granted hereunder after said date, but
such termination shall not affect any option theretofore granted.
The Board of Directors of the Company may suspend, discontinue
or terminate the Plan at any time, and may from time to time make
such changes in and additions to the Plan as the Board of
Directors shall deem advisable; provided, however, that the Board
of Directors may not, without approval by the shareholders of the
Company, change (a) the maximum number of shares for which
options may be granted under the Plan, (b) the minimum option
price, (c) the maximum periods during which options may be
granted or exercised, or (d) the provisions relating to the
eligibility of employees to whom options may be granted.
- 6 -
<PAGE> 7
13.2 Subject to other provisions of the Plan, no
termination or amendment of the Plan may, without the consent of
the optionee under an option then outstanding, terminate such
option or materially and adversely affect the rights of the
optionee thereunder.
14. Amendments to Internal Revenue Code or Regulations.
--------------------------------------------------
Any reference in this Plan to a section of the Code or
a section of the Income Tax Regulations shall include any
amendments thereto and shall include such additional sections of
the Code or Regulations into which the substance of the cited
sections shall be incorporated.
- 7 -
<PAGE> 1
THOMPSON COBURN Attorneys at Law
One Mercantile Center
St. Louis, Missouri 63101-1693
314-552-6000
FAX 314-552-7000
October 4, 1996
Allegiant Bancorp, Inc.
7801 Forsyth Boulevard
St. Louis, Missouri 63144-1401
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We refer you to the Registration Statement on Form S-8 to be filed
by Allegiant Bancorp, Inc. (the "Company"), on October 4, 1996 (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended, pertaining to the
proposed issuance by the Company of up to 736,026 shares of the Company's
common stock, $.01 par value (the "Shares"), in connection with the Allegiant
Bancorp, Inc. 1996 Stock Option Plan, Allegiant Bancorp, Inc. Directors Stock
Option Plan, Allegiant Bancorp, Inc. 1994 Stock Option Plan and Allegiant
Bancorp, Inc. 1989 Stock Option Plan (collectively the "Plans"). In rendering
the opinions set forth herein, we have examined such corporate records of the
Company, such laws and such other information as we have deemed relevant,
including the Company's Articles of Incorporation, as amended and currently in
effect, and By-laws, the resolutions adopted by the Company's Board of
Directors relating to the Plans, certificates received from state officials and
statements we have received from officers and representatives of the Company.
In delivering this opinion, we have assumed the genuineness of all signatures;
the authenticity of all documents submitted to us as originals; the conformity
to the originals of all documents submitted to us as certified, photostatic or
conformed copies; the authenticity of the originals of all such latter
documents; and the correctness of statements submitted to us by officers and
representatives of the Company.
Based solely on the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing
under the laws of the State of Missouri; and
2. The Shares, when issued pursuant to the Plan, will be duly and
validly issued.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Thompson Coburn
St. Louis Belleville St. Charles Houston Washington, D.C.
<PAGE> 1
BDO BDO SEIDMAN, LLP 720 Olive Street, Suite 2300
- --- Accountants and Consultants St. Louis, Missouri 63101-2387
Telephone: (314) 231-7575
Fax: (314) 621-6891
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Allegiant Bancorp, Inc.
St. Louis, Missouri
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated
February 23, 1996, relating to the consolidated financial statements of
Allegiant Bancorp, Inc. appearing in the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1995.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
St. Louis, Missouri /s/ BDO Seidman LLP
October 2, 1996
