<PAGE> 1
As Filed with the Securities and Exchange Commission on September 5, 1997
Registration No. 333-26433
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------------
AMENDMENT NO. 2
(Post-Effective Amendment No. 1)
ON FORM S-8
TO FORM S-4
Registration Statement Under
The Securities Act of 1933
--------------------
ALLEGIANT BANCORP, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 43-1519382
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 7801 Forsyth Boulevard Identification No.)
St. Louis, Missouri 63105
(Address of Principal Executive Offices)
RELIANCE FINANCIAL, INC. 1996 STOCK OPTION PLAN
(Full title of the plan)
-----------------
SHAUN R. HAYES
President
Allegiant Bancorp, Inc.
7801 Forsyth Boulevard
St. Louis, Missouri 63105
(Name and address of agent for service)
Telephone: (314) 726-5000
-----------------
Copy to:
THOMAS A. LITZ
Thompson Coburn
One Mercantile Center
Suite 3400
St. Louis, Missouri 63101
(314) 552-6000
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Title of securities to be
registered Amount to Proposed Proposed maximum Amount of
be registered maximum offering aggregate offering registration fee
price per share price
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par 60,016 N/A N/A <F1>
value shares
=================================================================================================================
<FN>
<F1> The Registrant previously paid $2,663.07 with the original filing on
May 2, 1997 to register 784,650 shares of Allegiant Bancorp, Inc.
Common Stock, including the 60,016 shares which may be issued
pursuant to the Reliance Financial, Inc. 1996 Stock Option Plan.
</TABLE>
-----------------
This amendment shall become effective in accordance with the provisions
of Rule 464 promulgated under the Securities Act of 1933.
<PAGE> 2
The undersigned Registrant hereby files this post-effective
amendment (the "Registration Statement") on Form S-8 to register 60,016 shares
of Allegiant Bancorp, Inc. (hereinafter the "Company" or the "Registrant")
Common Stock, $0.01 par value, previously registered on Form S-4 (File No.
333-26433) incorporated by reference herein, for issuance pursuant to options
granted under the Reliance Financial, Inc. 1996 Stock Option Plan (the "Plan"),
pursuant to the terms and conditions of the Agreement and Plan of Merger dated
as of March 20, 1997 by and among the Company and Reliance Financial, Inc., a
Delaware Corporation. Such merger was consummated on August 29, 1997.
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Company with the
Securities and Exchange Commission under the Securities Exchange Act of
1934 (the "Exchange Act") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1996.
(b) The Company's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1997 and June 30, 1997.
(c) The Company's Current Report on Form 8-K dated April 1,
1997.
(d) The description of the Company's Common Stock set forth in
Item 11 of the Company's Form 10-SB dated June 30, 1995.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof 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 herein and made a part hereof from the date any such document
is filed. The information relating to the Company contained in this
Registration Statement does not purport to be complete and should be
read together with the information in the documents incorporated by
reference herein. Any statement contained herein or in a document
incorporated herein by reference shall be deemed to be modified or
superseded for purposes hereof to the extent that a subsequent statement
contained herein or in any other subsequently filed document incorporated
by reference herein 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 hereof.
Where any documents or part thereof is incorporated by
reference in the Registration Statement, the Company will provide
without charge to each person to whom a Prospectus with respect to
the 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.
-2-
<PAGE> 3
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 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
Securities Exchange Act of 1934.
Article XII of the By-Laws of the Company provides that
the Company shall extend to its directors and officers the indemnification
specified in subsections (1) and (2) and the additional indemnification
authorized in subsection (7).
Pursuant to directors' and officers' liability insurance
policies, with total annual limits of $2.0 million, the Company's directors
and officers are insured, subject to the limits, retention, exceptions and
other terms and conditions of such policy, against liability for any actual
or alleged error, misstatement, misleading statement, act or omission, or
neglect or breach of duty by the directors or officers of the Company,
individually or collectively, or any matter claimed against them solely by
reason of their being directors or officers of the Company.
Item 8. Exhibits.
--------
See Exhibit Index.
Item 9. Undertakings.
------------
The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders
that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are
not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the prospectus to
provide such interim financial information.
-3-
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the County of St.
Louis, State of Missouri, on the 5th day of September, 1997.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
ALLEGIANT BANCORP, INC.
By /s/ Shaun R. Hayes
----------------------------------------
Shaun R. Hayes
President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Marvin S. Wool
- ----------------------------------- Chairman of the Board September 5, 1997
Marvin S. Wool and Chief Executive
Principal Executive Officer Officer
/s/ Shaun R. Hayes
- ----------------------------------- President and Director September 5, 1997
Shaun R. Hayes
Principal Financial Officer
/s/ S. Kay Love
- ----------------------------------- Assistant Secretary September 5, 1997
S. Kay Love
Principal Accounting Officer
<F*> Secretary and Director September 5, 1997
- -----------------------------------
Kevin R. Farrell
<F*> Director September 5, 1997
- -----------------------------------
C. Virginia Kirkpatrick
-4-
<PAGE> 5
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
<F*> Director September 5, 1997
- -----------------------------------
Lee S. Wielansky
<F*> Director September 5, 1997
- -----------------------------------
Leon A. Felman
<F*> Director September 5, 1997
- -----------------------------------
Charles E. Polk, Jr.
<F*> Director September 5, 1997
- -----------------------------------
John T. Straub
<F*> Director September 5, 1997
- -----------------------------------
Leland B. Curtis
</TABLE>
[FN]
<F*>By /s/ Shaun R. Hayes
--------------------------------
Shaun R. Hayes
Shaun R. Hayes, by signing his name hereto, does sign this
document on behalf of the persons named above, pursuant to a power of
attorney duly executed by such persons and previously filed.
-5-
<PAGE> 6
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<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 Form of Warrant Agreement, filed as Exhibit 4.3 to
Registrant's Registration Statement on Form 10-SB (Reg.
No. 0-26350) is hereby incorporated by reference.
4.3 Form of Junior Subordinated Debenture, filed as Exhibit
4.4 to Registrant's Registration Statement on Form
10-SB (Reg. No. 0-26350) is hereby incorporated by
reference.
5.1 Opinion of Thompson Coburn as to the legality of the
securities being registered.<F*>
10.1 Reliance Financial, Inc. 1996 Stock Option Plan.
23.1 Consent of BDO Seidman, L.L.P. with regard to the use of
its reports on Allegiant's Financial Statements.
23.2 Consent of Thompson Coburn (included in Exhibit 5.1).
24.1 Power of Attorney.<F*>
- --------------------
<FN>
<F*> Filed with original filing on May 2, 1997.
</TABLE>
-6-
<PAGE> 1
RELIANCE FINANCIAL, INC.
1996 STOCK OPTION PLAN
1. PURPOSE
-------
The purpose of the Reliance Financial, Inc. (the "Company") 1996 Stock
Option Plan (the "Plan") is to advance the interests of the Company and its
stockholders by providing Key Employees and Outside Directors of the Company
and its Affiliates, including Reliance Federal Savings and Loan Association
of St. Louis County (the "Bank"), upon whose judgment, initiative and efforts
the successful conduct of the business of the Company and its Affiliates
largely depends, with an additional incentive to perform in a superior manner
as well as to attract people of experience and ability.
2. DEFINITIONS
-----------
"AFFILIATE" means any "parent corporation" or "subsidiary corporation"
of the Company or the Bank, as such terms are defined in Section 424(e) or
424(f), respectively, of the Code.
"AWARD" means an Award of Non-Statutory Stock Options, Incentive Stock
Options, and/or Limited Rights granted under the provisions of the Plan.
"BENEFICIARY" means the person or persons designated by a Participant
to receive any benefits payable under the Plan in the event of such
Participant's death. Such person or persons shall be designated in writing on
forms provided for this purpose by the Committee and may be changed from time
to time by similar written notice to the Committee. In the absence of a
written designation, the Beneficiary shall be the Participant's surviving
spouse, if any, or if none, his estate.
"BOARD" or "BOARD OF DIRECTORS" means the board of directors of the
Company or its Affiliate, as applicable.
"CHANGE IN CONTROL" of the Bank or the Company means a change in
control of a nature that: (i) would be required to be reported in response to
Item la of the current report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"); or (ii) results in a Change in Control of the Bank or the
Company within the meaning of the Home Owners' Loan Act of 1933 and the Rules
and Regulations promulgated by the Office of Thrift Supervision (or its
successor agency), as in effect on at the time of the Change in Control; or
(iii) without limitation such a Change in Control shall be deemed to have
occurred at such time as (a) any "person" (as the term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined voting
power of Company's outstanding securities except for any securities purchased
by the Bank's employee stock ownership plan or trust; or (b) individuals who
constitute the Board on the date hereof (the "Incumbent Board") cease for any
reason to constitute at least a majority thereof, provided that any person
becoming a director subsequent to the date hereof whose election was approved
by a vote of at least three-quarters of the directors comprising the
Incumbent Board, or whose nomination for election by the Company's
stockholders was approved by the same Nominating Committee serving under an
Incumbent Board, shall be, for purposes of this clause (b),considered as
though he were a member of the Incumbent Board; or (c) a plan of
reorganization, merger, consolidation, sale of all or substantially all the
assets of the Bank or the Company or similar transaction in which the Bank or
Company is not the surviving institution occurs; or (d) a proxy statement
soliciting proxies from stockholders of the Company, by someone other than
the current management of the Company, seeking stockholder approval of a plan
of reorganization,
1
<PAGE> 2
merger or consolidation of the Company or similar transaction with one or more
corporations as a result of which the outstanding shares of the class of
securities then subject to the Plan are to be exchanged for or converted into
cash or property or securities not issued by the Company; or (e) a tender offer
is made for 25% or more of the voting securities of the Company and the
shareholders owning beneficially or of record 25% or more of the outstanding
securities of the Company have tendered or offered to sell their shares
pursuant to such tender offer and such tendered shares have been accepted by
the tender offeror.
"CODE" means the Internal Revenue Code of 1986, as amended.
"COMMITTEE" means a Committee of the Board consisting of at least three
Outside Directors of the Company, all of whom are and must be "disinterested
directors" as that term is defined under Rule 16b-3 under the Exchange Act.
"COMMON STOCK" means the Common Stock of the Company, par value $.10
per share.
"CONVERSION" means the April 7, 1995, conversion of Reliance Federal
Savings and Loan Association of St. Louis County from the mutual to stock
form of organization.
"DATE OF GRANT" means the actual date on which an Award is granted by
the Committee, or in the case of the Outside Directors the date an Award is
granted under the Plan.
"DIRECTOR" means a member of the Board.
"DISABILITY" means the permanent and total inability by reason of
mental or physical infirmity, or both, of an employee to perform the work
customarily assigned to him. Additionally, a medical doctor selected or
approved by the Board must advise the Committee that it is either not
possible to determine when such Disability will terminate or that it appears
probable that such Disability will be permanent during the remainder of said
employee's lifetime.
"EFFECTIVE DATE" means the date of, or a date determined by the Board
of Directors following, approval of the Plan by the Company's stockholders.
"FAIR MARKET VALUE" means, with respect to Common Stock, the mean
between the bid and asked price for such Common Stock on the date the Option
is granted or, if there be no bid and asked price on said date, then on the
next prior business day on which there was a bid and asked price. If no bid
and asked price is available, then the price per share shall be determined by
the Committee, using a reasonable valuation method consistent with the Code
and Treasury Regulations.
"INCENTIVE STOCK OPTION" means an Option granted by the Committee to a
Participant, which Option is designated as an Incentive Stock Option pursuant
to Section 8.
"KEY EMPLOYEE" means an employee of the Company or its Affiliates
chosen by the Committee to participate in the Plan.
"LIMITED RIGHT" means the right to receive an amount of cash based upon
the terms set forth in Section 9.
"NON-STATUTORY STOCK OPTION" means an Option granted by the Committee
to (i) an Outside Director or (ii) to any other Participant and such Option
is either (A) not
2
<PAGE> 3
designated by the Committee as an Incentive Stock Option, or (B) fails to
satisfy the requirements of an Incentive Stock Option as set forth in Section
422 of the Code and the regulations thereunder.
"NORMAL RETIREMENT" means for a Key Employee retirement at the normal
or early retirement date as set forth in the Bank's Employee Stock Ownership
Plan, or any successor plan. For an Outside Director, Normal Retirement means
retirement from service on the Board.
"OFFERING" means the April 7, 1995 subscription offering of the Common
Stock of the Company.
"OUTSIDE DIRECTOR" means a Director who is not an employee of the
Company or its Affiliates.
"OPTION" means an Award granted under Section 7 or Section 8.
"PARTICIPANT" means a Key Employee or Outside Director of the Company
or its Affiliates chosen by the Committee to participate in the Plan.
"TERMINATION FOR CAUSE" means the termination of employment or
termination of service on the Board caused by the individual's personal
dishonesty, willful misconduct, any breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, or the willful
violation of any law, rule or regulation (other than traffic violations or
similar offenses), or a final cease-and-desist order, any of which results in
material loss to the Company or one of its Affiliates.
3. ADMINISTRATION
--------------
The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to establish such rules
and regulations as it deems necessary for the proper administration of the
Plan and to make whatever determinations and interpretations in connection
with the Plan it deems necessary or advisable. All determinations and
interpretations made by the Committee shall be binding and conclusive on all
Participants in the Plan and on their legal representatives and
beneficiaries.
The Awards of Non-Statutory Options to Outside Directors under Section
7 are intended to comply with Rule 16b-3 under the Exchange Act.
Notwithstanding any term to the contrary appearing herein, unless permitted
by Rule 16b-3(c)(2)(ii), neither the Committee nor the Board shall have the
authority to determine the amount and price of securities to be awarded
and/or timing of awards under Section 7 to designated directors or categories
of directors, which terms shall be set forth herein. To the extent any
provision of the Plan or action by Plan administrators fails to comply with
this Section 3, such provision or action shall be deemed null and void to the
extent permitted by law and deemed advisable by the Board.
4. TYPES OF AWARDS
---------------
Awards under the Plan may be granted in any one or a combination of:
(a) Incentive Stock Options; (b) Non-Statutory Stock Options; and (c)
Limited Rights.
5. STOCK SUBJECT TO THE PLAN
-------------------------
Subject to adjustment as provided in Section 14, the maximum number of
shares reserved for issuance under the Plan is 43,000 shares, or 10% of the
shares of Common Stock of the Company, par value $.10 per share, issued in
connection with
3
<PAGE> 4
the Offering. The maximum number of shares reserved for issuance to Key
Employees is 29,240 shares, or 6.8% of the shares of Common Stock, par value
$.10 per share issued in connection with the Offering. The maximum number of
shares reserved for issuance to the Outside Directors is 13,760 shares, or 3.2%
of the shares of Common Stock of the Company, par value $.10 per share, issued
in connection with the Offering. These shares of Common Stock may be either
authorized-but-unissued shares or shares previously issued and reacquired by
the Company. To the extent that Options or rights granted under the Plan are
exercised, the shares covered will be unavailable for future grants under the
Plan; to the extent that Options together with any related rights granted under
the Plan terminate, expire or are canceled without having been exercised or, in
the case of Limited Rights exercised for cash, new Awards may be made with
respect to these shares.
6. ELIGIBILITY
-----------
Key Employees of the Company and its Affiliates, including the Bank,
shall be eligible to receive Incentive Stock Options, Non-Statutory Stock
Options and/or Limited Rights under the Plan. Outside Directors shall be
eligible to receive Non-Statutory Stock Options under the Plan.
7. NON-STATUTORY STOCK OPTIONS
---------------------------
7.1 Grant of Non-Statutory Stock Options.
------------------------------------
(a) Grants to Outside Directors. The aggregate number of
---------------------------
Non-Statutory Stock Options that shall be awarded to Outside Directors is
13,760 Options, or 32% of the Options awarded hereunder. Each Outside
Director who is serving in such capacity at the Effective Date shall be granted
Options to purchase the following number of shares of Common Stock of the
Company, subject to adjustment pursuant to Section 14:
Adolph Kraus 3,440
Gerhard Lubbes 3,440
William Schliebe 3,440
Michael Svoboda 3,440
Each person who becomes an Outside Director subsequent to the Effective
Date shall be granted Non-Statutory Stock Options to purchase 750 shares of
the Common Stock, subject to adjustment pursuant to Section 14, to the extent
there are sufficient Options reserved for issuance to Outside Directors under
the Plan. Non-Statutory Stock Options granted under the Plan are subject to
the terms and conditions set forth in this Section 7.
(b) Grants to Key Employees. The Committee may, from time to time,
-----------------------
grant Non-Statutory Stock Options to eligible Key Employees and, upon such
terms and conditions as the Committee may determine, grant Non-Statutory
Stock Options in exchange for and upon surrender of previously granted Awards
under the Plan, provided, however, that no Non-Statutory Stock Option granted
in exchange for a previously granted Award shall be granted at an exercise
price that is less than the market price of the Common Stock at the time of
such previously granted Award. Non-Statutory Stock Options granted under the
Plan, including Non-Statutory Stock Options granted in exchange for and upon
surrender of previously granted Awards, are subject to the terms and conditions
set forth in this Section 7.
(c) Option Agreement. Each Option shall be evidenced by a written
----------------
option agreement between the Company and the Participant specifying the
number of shares of
4
<PAGE> 5
Common Stock that may be acquired through its exercise and containing such
other terms and conditions that are not inconsistent with the terms of the
Plan. The maximum number of shares subject to a Non-Statutory Option that may
be awarded under the Plan to any Key Employee be 12,900.
(d) Price. The purchase price per share of Common Stock deliverable
-----
upon the exercise of each Non-Statutory Stock Option shall be the Fair Market
Value of the Common Stock of the Company on the date the Option is granted.
Shares may be purchased only upon full payment of the purchase price.
Payment of the purchase price may be made, in whole or in part, through the
surrender of shares of the Common Stock of the Company at the Fair Market
Value of such shares determined in the manner described in Section 2.
(e) Manner of Exercise and Vesting. Non-Statutory Stock Options
------------------------------
granted under the Plan shall vest in a Participant at the rate of 20% per
year. The vested Option may be exercised from time to time, in whole or in
part, by delivering a written notice of exercise to the President or Chief
Executive Officer of the Company. Such notice shall be irrevocable and must
be accompanied by full payment of the purchase price in cash or shares of
previously acquired Common Stock at the Fair Market Value of such shares,
determined on the exercise date in the manner described in Section 2 hereof.
If previously acquired shares of Common Stock are tendered in payment of an
or part of the exercise price, the value of such shares shall be determined
as of the date of such exercise.
(f) Terms of Options. The term during which each Non-Statutory Stock
----------------
Option may be exercised shall be determined by the Committee, but in no event
shall a Non-Statutory Stock Option be exercisable in whole or in part more
than 10 years and one day from the Date of Grant. The shares comprising each
installment may be purchased in whole or in part at any time after such
installment becomes purchasable. The Committee may, in its sole discretion,
accelerate the time at which any Non-Statutory Stock Option may be exercised
in whole or in part by Key Employees of the Company. Notwithstanding the
above, in the event of a Change in Control of the Company, all Non-Statutory
Stock Options that have been awarded shall become immediately exercisable.
(g) Termination of Employment or Service. Upon the termination of a
------------------------------------
Key Employee's employment or upon termination of an Outside Director's
service for any reason other than Disability, Normal Retirement, death or
Termination for Cause, his Non-Statutory Stock Options shall be exercisable
only as to those shares that were immediately purchasable by him at the date
of termination and only for one year following termination. In the event of
Termination for Cause, all rights under his Non-Statutory Stock Options shall
expire upon termination. In the event of the death, Disability or Normal
Retirement of any Participant, all Non-Statutory Stock Options held by the
Participant, whether or not exercisable at such time, shall be exercisable by
the Participant or his legal representative or beneficiaries for one year
following the date of his death, or cessation of employment due to Disability
or Normal Retirement, provided that in no event shall the period extend
beyond the expiration of the Non-Statutory Stock Option term.
(h) Transferability. Each Option granted hereby may be exercised
---------------
only by the Participant to whom it is issued and is not transferable except
that in the event of the Participant's death his or her personal
representative(s), heir(s) or devisee(s) may exercise the Option pursuant to
the terms of Section 7(g). The designation of a Beneficiary by a Participant
shall not constitute a transfer.
5
<PAGE> 6
8. INCENTIVE STOCK OPTIONS
-----------------------
8.1 Grant of Incentive Stock Options.
--------------------------------
The Committee may, from time to time, grant Incentive Stock Options to
Key Employees. Incentive Stock Options granted pursuant to the Plan shall be
subject to the following terms and conditions:
(a) Option Agreement. Each Option shall be evidenced by a written
----------------
option agreement between the Company and the Key Employee specifying the
number of shares of Common Stock that may be acquired through its exercise
and containing such other terms and conditions that are not inconsistent with
the terms of the Plan.
(b) Price. Subject to Section 14 of the Plan and Section 422 of the
-----
Code, the purchase price per share of Common Stock deliverable upon the
exercise of each Incentive Stock Option shall be not less than 100% of the
Fair Market Value of the Company's Common Stock on the date the Incentive
Stock Option is granted. However, if a Key Employee owns stock possessing
more than 10% of the total combined voting power of all classes of stock of
the Company or its Affiliates (or under Section 424(d) of the Code, is deemed
to own stock representing more than 10% of the total combined voting power of
all classes of stock of the Company or its Affiliates, by reason of the
ownership of such classes of stock, directly or indirectly, by or for any
brother, sister, spouse, ancestor or lineal descendent of such Key Employee,
or by or for any corporation, partnership, estate or trust of which such Key
Employee is a shareholder, partner or Beneficiary), the purchase price per
share of Common Stock deliverable upon the exercise of each Incentive Stock
Option shall not be less than 110% of the Fair Market Value of the Company's
Common Stock on the date the Incentive Stock Option is granted. Shares may be
purchased only upon payment of the full purchase price. Payment of the
purchase price may be made, in whole or in part, through the surrender of
shares of the Common Stock of the Company at the Fair Market Value of such
shares determined in the manner described in Section 2.
(c) Manner of Exercise. Incentive Stock Options granted under the
------------------
Plan shall vest in a Participant at the rate of 20% per year. The Options may
be exercised from time to time, in whole or in part, by delivering a written
notice of exercise to the President or Chief Executive Officer of the
Company. Such notice is irrevocable and must be accompanied by full payment
of the purchase price in cash or shares of previously acquired Common Stock
at the Fair Market Value of such shares determined on the exercise date by
the manner described in Section 2. If previously acquired shares of Common
Stock are tendered in payment of all or part of the exercise price, the Fair
Market Value of such shares shall be determined as of the date of such
exercise.
(d) Amounts of Options. Incentive Stock Options may be granted to
------------------
any eligible Key Employee in such amounts as determined by the Committee;
provided that the amount granted is consistent with the terms of Section 422
of the Code. Notwithstanding the above, the maximum number of shares that may
be subject to an Incentive Stock Option awarded under the Plan to any
employee shall be 12,900. In the case of an Option intended to qualify as an
Incentive Stock Option, the aggregate Fair Market Value (determined as of the
time the Option is granted) of the Common Stock with respect to which
Incentive Stock Options granted are exercisable for the first time by the
Participant during any calendar year (under all plans of the Company and its
Affiliates) shall not exceed $100,000. The provisions of this Section 8. l(d)
shall be construed and applied in accordance with Section 422(d) of the Code
and the regulations, if any, promulgated thereunder.
(e) Terms of Options. The term during which each Incentive Stock
----------------
Option may be exercised shall be determined by the Committee, but in no event
shall an
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Incentive Stock Option be exercisable in whole or in part more than 10 years
from the Date of Grant. If any Key Employee, at the time an Incentive Stock
Option is granted to him, owns stock representing more than 10% of the total
combined voting power of all classes of stock of the Company or its Affiliate
(or, under Section 424(d) of the Code, is deemed to own stock representing more
than 10% of the total combined voting power of all classes of stock, by reason
of the ownership of such classes of stock, directly or indirectly, by or for
any brother, sister, spouse, ancestor or lineal descendent of such Key
Employee, or by or for any corporation, partnership, estate or trust of which
such Key Employee is a shareholder, partner or Beneficiary), the Incentive
Stock Option granted to him shall not be exercisable after the expiration of
five years from the Date of Grant. No Incentive Stock Option granted under the
Plan is transferable except by will or the laws of descent and distribution and
is exercisable during his lifetime only by the Key Employee to which it is
granted.
The Committee shall determine the date on which each Incentive Stock
Option shall become exercisable and may provide that an Incentive Stock
Option shall become exercisable in installments. The shares comprising each
installment may be purchased in whole or in part at any time after such
installment becomes purchasable, provided that the amount able to be first
exercised in a given year is consistent with the terms of Section 422 of the
Code. To the extent required by Section 422 of the Code, the aggregate Fair
Market Value (determined at the time the option is granted) of the Common
Stock for which Incentive Stock Options are exercisable for the first time by
a Participant during any calendar year (under all plans of the Company and
its Affiliates) shall not exceed $100,000.
The Committee may, in its sole discretion, accelerate the time at which
any Incentive Stock Option may be exercised in whole or in part, provided
that it is consistent with the terms of Section 422 of the Code.
Notwithstanding the above, in the event of a Change in Control of the
Company, all Incentive Stock Options that have been awarded shall become
immediately exercisable, unless the Fair Market Value of the amount
exercisable as a result of a Change in Control shall exceed $100,000
(determined as of the Date of Grant). In such event, the first $100,000 of
Incentive Stock Options (determined as of the Date of Grant) shall be
exercisable as Incentive Stock Options and any excess shall be exercisable as
Non-Statutory Stock Options.
(f) Termination of Employment. Upon the termination of a Key
-------------------------
Employee's service for any reason other than Disability, Normal Retirement,
Change of Control, death or Termination for Cause, the Key Employee's
Incentive Stock Options shall be exercisable only as to those shares that
were immediately purchasable by such Key Employee at the date of termination
and only for a period of three months following termination. In the event of
Termination for Cause all rights under the Incentive Stock Options shall
expire upon termination.
In the event of the death or Disability of any Key Employee, all
Incentive Stock Options held by such Key Employee, whether or not exercisable
at such time, shall be exercisable by such Key Employee or his legal
representatives or beneficiaries for one year following the date of death or
cessation of employment due to Disability. Upon termination of a Key
Employee's service due to Normal Retirement, death, Disability, or a Change
in Control, all Incentive Stock Options held by such Key Employee, whether or
not exercisable at such time, shall be exercisable for a period of one year
following the date of his cessation of employment, provided however, that any
such Option shall not be eligible for treatment as an Incentive Stock Option
in the event such Option is exercised more than three months following the
date of his Normal Retirement or termination of employment due to a Change in
Control. In no event shall the exercise period extend beyond the expiration
of the Incentive Stock Option term.
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(g) Compliance with Code. The options granted under this Section 8
--------------------
are intended to qualify as incentive stock options within the meaning of
Section 422 of the Code, but the Company makes no warranty as to the
qualification of any option as an incentive stock option within the meaning
of Section 422 of the Code. If an Option granted hereunder fails for whatever
reason to comply with the provisions of Section 422 of the Code, and such
failure is not or cannot be cured, such Option shall be a Non-Statutory Stock
Option.
9. LIMITED RIGHTS
--------------
9.1 Grant of Limited Rights
-----------------------
The Committee may grant a Limited Right simultaneously with the grant
of any Option to any Key Employee of the Bank, with respect to all or some of
the shares covered by such Option. Limited Rights granted under the Plan are
subject to the following terms and conditions:
(a) Terms of Rights. In no event shall a Limited Right be
---------------
exercisable in whole or in part before the expiration of six months from the
date of grant of the Limited Right. A Limited Right may be exercised only in
the event of a Change in Control of the Company.
The Limited Right may be exercised only when the underlying Option is
eligible to be exercised, provided that the Fair Market Value of the
underlying shares on the day of exercise is greater than the exercise price
of the related Option.
Upon exercise of a Limited Right, the related Option shall cease to be
exercisable. Upon exercise or termination of an Option, any related Limited
Rights shall terminate. The Limited Rights may be for no more than 100% of
the difference between the exercise price and the Fair Market Value of the
Common Stock subject to the underlying Option. The Limited Right is
transferable only when the underlying Option is transferable and under the
same conditions.
(b) Payment. Upon exercise of a Limited Right, the holder shall
-------
promptly receive from the Company an amount of cash equal to the difference
between the Fair Market Value on the Date of Grant of the related Option and
the Fair Market Value of the underlying shares on the date the Limited Right
is exercised, multiplied by the number of shares with respect to which such
Limited Right is being exercised. In the event of a Change in Control in
which pooling accounting treatment is a condition to the transaction, the
Limited Right shall be exercisable solely for shares of stock of the Company,
or in the event of a merger transaction, for shares of the acquiring
corporation or its parent, as applicable. The number of shares to be
received on the exercise of such Limited Right shall be determined by
dividing the amount of cash that would have been available under the first
sentence above by the Fair Market Value at the time of exercise of the shares
underlying the Option subject to the Limited Right.
10. SURRENDER OPTION
----------------
In the event of a Participant's termination of employment or
termination of service as a result of death, Disability or Normal Retirement,
the Participant (or his or her personal representative(s), heir(s), or
devisee(s)) may, in a form acceptable to the Committee make application to
surrender all or part of the Options held by such Participant in exchange for
a cash payment from the Company of an amount equal to the difference between
the Fair Market Value of the Common Stock on the date of termination of
employment or the date of termination of service on the Board and the
exercise price per share of the Option on the Date of Grant. Whether the
Company accepts such application or determines to make payment, in whole or
part, is within its
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<PAGE> 9
absolute and sole discretion, it being expressly understood that the Company is
under no obligation to any Participant whatsoever to make such payments. In the
event that the Company accepts such application and determines to make payment,
such payment shall be in lieu of the exercise of the underlying Option and such
Option shall cease to be exercisable.
11. RIGHTS OF A STOCKHOLDER: NONTRANSFERABILITY
-------------------------------------------
A Participant shall have no rights as a stockholder with respect to any
shares covered by a Non-Statutory and/or Incentive Stock Option until the
date of issuance of a stock certificate for such shares. Nothing in the Plan
or in any Award granted confers on any person any right to continue in the
employ of the Company or its Affiliates or to continue to perform services
for the Company or its Affiliates or interferes in any way with the right of
the Company or its Affiliates to terminate his services as an officer,
director or employee at any time.
12. AGREEMENT WITH PARTICIPANTS
---------------------------
Each Award of Options, and/or Limited Rights will be evidenced by a
written agreement, executed by the Participant and the Company or its
Affiliates that describes the conditions for receiving the Awards including
the date of Award, the purchase price, applicable periods, and any other
terms and conditions as may be required by the Board or applicable securities
law.
13. DESIGNATION OF BENEFICIARY
--------------------------
A Participant may, with the consent of the Committee, designate a
person or persons to receive, in the event of death, any stock option or
Limited Rights Award to which he would then be entitled. Such designation
will be made upon forms supplied by and delivered to the Company and may be
revoked in writing. If a Participant fails effectively to designate a
Beneficiary, then his estate will be deemed to be the Beneficiary.
14. DILUTION AND OTHER ADJUSTMENTS
------------------------------
In the event of any change in the outstanding shares of Common Stock of
the Company by reason of any stock dividend or split, pro rata return of
capital to all shareholders, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares, or other similar
corporate change, or other increase or decrease in such shares without
receipt or payment of consideration by the Company, the Committee will make
such adjustments to previously granted Awards, to prevent dilution or
enlargement of the rights of the Participant, including any or all of the
following:
(a) adjustments in the aggregate number or kind of shares of Common
Stock that may be awarded under the Plan;
(b) adjustments in the aggregate number or kind of shares of Common
Stock covered by Awards already made under the Plan; or
(c) adjustments in the purchase price of outstanding Incentive and/or
Non-Statutory Stock Options, or any Limited Rights attached to
such Options.
No such adjustments may, however, materially change the value of
benefits available to a Participant under a previously granted Award.
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<PAGE> 10
15. WITHHOLDING
-----------
There may be deducted from each distribution of cash and/or Common
Stock under the Plan the amount of tax required by any governmental authority
to be withheld.
16. AMENDMENT OF THE PLAN
---------------------
The Board may at any time, and from time to time, modify or amend the
Plan in any respect with regard to Awards received by Key Employees; provided
however, that if necessary to continue to qualify the Plan under the
Securities and Exchange Commission Rule 16b-3, the approval by a majority of
the shares represented in person or by proxy shall be required for any such
modification or amendment that:
(a) increases the maximum number of shares for which Options may be
granted under the Plan (subject, however, to the provisions of
Section 14);
(b) reduces the exercise price at which Awards may be granted
subject, however, to the provisions of Sections 7, 8 and 14;
(c) extends the period during which Options may be granted or
exercised beyond the times originally prescribed; or
(d) changes the persons eligible to participate in the Plan.
Failure by stockholders to ratify or approve the amendments or
modifications referred to in subsections (a) through (d) of this Section 16
shall be effective only as to the specific amendment or modification
requiring such ratification. Other amendments or modifications of the Plan
will remain in full force and effect.
No such termination, modification or amendment may affect the rights of
a Participant under an outstanding Award.
17. EFFECTIVE DATE OF PLAN
----------------------
The Plan shall become effective upon the date of, or a date determined
by the Board of Directors following, approval of the Plan by the Company's
stockholders (the "Effective Date").
18. TERMINATION OF THE PLAN
-----------------------
The right to grant Awards under the Plan will terminate upon the
earlier of (i) 10 years after the Effective Date, or (ii) the date on which
the exercise of Options or related rights equaling the maximum number of
shares reserved under the Plan occurs, as set forth in Section 5. The Board
may suspend or terminate the Plan at any time, provided that no such action
will, without the consent of a Participant, adversely affect his rights under
a previously granted Award.
19. APPLICABLE LAW
--------------
The Plan will be administered in accordance with the laws of the State
of Missouri.
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IN WITNESS WHEREOF, the Company has caused the Plan to be executed by
its duly authorized officers and the corporate seal to be affixed and duly
attested, as of the 18th day of April, 1996.
Date Approved by Stockholders: April 18, 1996
Effective Date: April 18, 1996
ATTEST: RELIANCE FINANCIAL, INC.
/s/ Jeannette Larson /s/ John E. Bowman
- ------------------------------ -------------------------------------
Secretary President and Chief Executive Officer
11
<PAGE> 1
[letterhead of BDO SEIDMAN, LLP]
Consent of Independent Certified Public Accountants
Allegiant Bancorp, Inc.
St. Louis, Missouri
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-26433) of Allegiant Bancorp, Inc. (the
Company) of our report dated January 24, 1997, except for Note 15
which is as of February 24, 1997, relating to the consolidated financial
statements of the Company appearing in the Company's Annual Report on Form
10-KSB as of and for the year ended December 31, 1996.
/s/ BDO Seidman, LLP
St. Louis, Missouri
September 5, 1997
