<PAGE> 1
As Filed with the Securities and Exchange Commission on October 14, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALLEGIANT BANCORP, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 43-1519382
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2122 KRATKY ROAD
ST. LOUIS, MISSOURI 63114
(314) 216-7446
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
SHAUN R. HAYES
PRESIDENT
2122 KRATKY ROAD
ST. LOUIS, MISSOURI 63114
(314) 216-7446
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Copies of all correspondence to:
THOMAS A. LITZ, ESQ.
THOMPSON COBURN
ONE MERCANTILE CENTER
ST. LOUIS, MISSOURI 63101
(314) 552-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: /X/
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
<TABLE>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
<CAPTION>
TITLE OF EACH CLASS OF
SECURITIES TO BE AMOUNT TO BE PROPOSED AMOUNT OF
REGISTERED REGISTERED PROPOSED MAXIMUM OFFERING MAXIMUM AGGREGATE OFFERING REGISTRATION FEE
PRICE PER SHARE<F1> PRICE<F1>
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 300,000 shares $11.63 $3,486,000 $1,028
============================================================================================================================
<FN>
<F1> Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457(c), based upon the average of the
high and low price of Allegiant Common Stock, $.01 par value, reported
by The Nasdaq National Market on October 13, 1998.
============================================================================================================================
</TABLE>
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PROSPECTUS
[LOGO] Allegiant
Bancorp, Inc.
2122 KRATKY ROAD
ST. LOUIS, MO 63114
(314) 216-7446
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
300,000 SHARES OF COMMON STOCK
$.01 PAR VALUE PER SHARE
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THE PLAN
Allegiant Bancorp, Inc. offers you, a holder of record of its Common
Stock, a convenient method of purchasing additional shares of Common Stock
through the Allegiant Bancorp, Inc. Dividend Reinvestment and Stock Purchase
Plan.
As a participant in the Plan, you may:
1. automatically reinvest cash dividends on all of your Common
Stock;
2. receive cash dividends on your Common Stock and invest by making
optional cash payments of not less than $100 per payment nor more
than $15,000 per quarter; or
3. invest cash dividends and make optional cash payments.
THE PRICE OF THE SHARES
If Common Stock is purchased under the Plan from the Company, the price
will be the average of the high and low trading prices for such shares on
the purchase date, as reported by the stock trading market on which the
Common Stock is traded. If Common Stock is purchased in the market or in
private transactions, the price will be the actual purchase price, which may
include brokerage commissions.
You should retain this Prospectus for future reference.
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 6 OF THIS PROSPECTUS.
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THE SHARES OF STOCK OFFERED BY THIS PROSPECTUS ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITY AGENCY HAS
APPROVED OR DISAPPROVED THESE SHARES OR DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is October 14, 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661; and 7 World Trade Center, New York, New
York 10048. Copies of such material may also be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The public may obtain information on the operation
of the Commission's Public Reference Room by calling 1-800-SEC-0330.
The Company's Common Stock is quoted and traded on the Nasdaq National
Market (the "Nasdaq"). Reports, proxy statements and other information
concerning the Company may also be inspected at the offices of The Nasdaq Stock
Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed a Registration Statement (the "Registration
Statement") with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the securities covered by this
Prospectus. This Prospectus does not contain all of the information set forth
in the Registration Statement. The Registration Statement may be inspected
without charge at the office of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 or obtained from such office upon payment of the fees
prescribed by the Commission. The Commission maintains a Web site that contains
reports, proxy statements and other information regarding registrants (including
the Company) that file electronically with the Commission. The address of the
Commission's Web site is http://www.sec.gov.
PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT. When used
in this Prospectus, the words "estimate," "project," "intend," "expect" and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those contemplated in such forward-looking
statements. For a discussion of such risks, see "Risk Factors." Readers are
cautioned not to place undue reliance on these forward-looking statements, that
speak only as of the date hereof.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. Copies of documents relating to the
Company, including exhibits specifically incorporated in those documents, are
available, without charge, upon written or oral request to Christy Siburt,
Investor Relations, Allegiant Bancorp, Inc., 2122 Kratky Road, St. Louis,
Missouri 63114; telephone number (314) 216-7446.
The following documents filed with the Commission by the Company under
the Exchange Act are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997.
(b) The Company's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1998 and June 30, 1998.
(c) The Company's Current Report on Form 8-K dated June 5, 1998, as
amended by Form 8K/A dated June 19, 1998.
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(d) 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 Commission on 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 all amendments or
supplements filed with respect to the documents listed in (a), (b) and (c)
above, 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 Prospectus does not purport to be complete and
should be read together with the information in the documents incorporated by
reference herein. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
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THE COMPANY
GENERAL
Allegiant Bancorp, Inc. (the "Company") is a bank holding company that
owns all of the capital stock of Allegiant Bank, a Missouri state-chartered
bank (the "Bank"). The Company's banking subsidiaries provide personal and
commercial banking and related financial services from twelve locations in
the St. Louis Standard Metropolitan Statistical Area ("St. Louis SMSA"), the
16th largest metropolitan area in the United States and three locations in
Northeast Missouri. Allegiant Mortgage Company (the "Mortgage Company"), a
wholly-owned subsidiary of the Bank, offers residential loans primarily to
customers in the St. Louis SMSA. Edge Mortgage Services, Inc. ("Edge"), a
wholly-owned subsidiary of the Company, offers residential loans primarily to
customers in the St. Louis SMSA who do not qualify under standard mortgage
loan criteria.
The Company was organized in May 1989 and acquired Allegiant State Bank
at that time. The Company acquired the Bank in 1990. In November 1994, the
Bank acquired the Mortgage Company. Effective January 1995, Allegiant State
Bank was merged into the Bank and, effective September 1998, Allegiant Bank,
FSB, which was acquired by the Company in August 1997, was merged into the
Bank. Edge was organized in October 1996 and began operations in January
1997.
The Company's primary service area is located in St. Louis County which
has a population of approximately 1.0 million and the City of St. Louis which
has a population of approximately 400 thousand. A key to market coverage is
accessibility, and with the addition of the Town and Country retail banking
office in June 1998, management believes that the Company's retail banking
offices are within a 20-minute drive from all principal sectors of the St.
Louis SMSA. The Company also has retail banking offices in Warrenton,
Missouri and Union, Missouri. The Warrenton banking office is located in
Warren County, which has a population of approximately 23 thousand. With the
addition of the Warrenton branch, the Bank is believed to have the largest
deposit market share in Warren County. The Union banking office is located
in Franklin County, which has a population of approximately 87 thousand.
Both the Warrenton and Union banking offices are within a 45-minute drive
from St. Louis County.
The Bank also has three retail banking offices in northeastern
Missouri, including the City of Kahoka, the City of Palmyra and Monroe City.
The Company has entered into a definitive agreement to sell the Northeast
Missouri branches, including the deposit liabilities related thereto. For
more information on this agreement, please see the section entitled " --
Recent Developments" below.
As of June 30, 1998, the Company reported, on a consolidated basis,
total assets of $614.3 million, net loans of $478.0 million, total deposits
of $483.5 million and shareholders' equity of $44.0 million.
RECENT DEVELOPMENTS
Sale of Residential Mortgages. The Company completed the sale of $49.0
million of mortgage loans in June 1998. In September 1998, the Company sold
an additional $27.5 million of mortgage loans. The Company sold these loans
as a part of its strategy to rebalance its loan portfolio away from residential
mortgages and towards more profitable commercial loans.
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Merger of Savings Bank. In September 1998, the Company completed the
merger of Allegiant Bank, FSB into the Bank. The Company believes this merger
will create operating efficiencies and product expansion opportunities to the
current customers of Allegiant Bank, FSB. Specifically, former Allegiant Bank,
FSB customers now have access to a broader array of products. It is also
anticipated that there will be some cost savings as a result of the merger,
which will directly benefit the Company.
Sale of Branches. In August 1998, the Company entered into a deposit
transfer and asset purchase agreement with Winfield Banking Company, a
subsidiary of Lincoln County Bancshares, for the sale of the Company's three
Northeast Missouri branches in Kahoka, Palmyra and Monroe City. The sale of
these branches would allow the Company to concentrate exclusively on
opportunities in the higher-growth St. Louis and contiguous counties market.
If the branch sale occurs, the Company would expect to transfer $39.4 million
of deposit liabilities, $12.4 million of total loans and $14.4 million of
total assets to Winfield Banking Company. The transaction is expected to be
completed in December 1998.
The Company's address is 2122 Kratky Road, St. Louis, Missouri 63114.
Its telephone number is (314) 216-7446.
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RISK FACTORS
You should consider carefully these risks, as well as the other
information set forth in this Prospectus and incorporated by reference
herein. This Prospectus contains forward-looking statements which are
inherently subject to risks and uncertainties. All cautionary statements
apply to all related forward-looking statements. The Company's actual
results could differ materially from those currently anticipated due to a
number of factors, including, without limitation, the following:
(i) possible adverse effects of Federal and state laws and
regulations applicable to the Company's financial services operations;
(ii) dependence upon economic conditions in the Company's
markets;
(iii) interest rate and credit risks inherent in the Company's
investment and loan portfolios; and
(iv) risks associated with the Company's growth strategy,
including recent acquisitions, as well as the other factors discussed
in this Prospectus and the documents incorporated by reference herein.
REGULATORY RISK
The banking industry is heavily regulated. These regulations are
intended to protect depositors, not shareholders. The Bank is subject to
regulation and supervision by both the Federal Deposit Insurance Corporation
(the "FDIC") and the Missouri Division of Finance. The Company is subject to
regulation and supervision by the Board of Governors of the Federal Reserve
System. The burden imposed by Federal and state regulations puts banks at a
competitive disadvantage compared to less regulated competitors such as
finance companies, mortgage banking companies and leasing companies. The
banking and thrift industries continue to lose market share to their
competitors. In addition, legislative reactions to the problems of the
thrift industry during the 1980s have added to the regulatory burden on banks
and thrifts.
In December 1991, the Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA") was signed into law. FDICIA amended numerous Federal
banking statutes and has required the bank regulatory agencies to adopt
regulations for implementing many provisions of FDICIA. Regulators have been
given substantially more power over banks, including the ability to remove
management or directors quickly without interference. FDICIA also directs
regulators to close or transfer troubled institutions before they become
insolvent. FDICIA and the regulations thereunder have increased the
regulatory and supervisory requirements for financial institutions, which
have resulted and will continue to result in increased operating expenses.
EXPOSURE TO LOCAL ECONOMIC CONDITIONS
The Bank's concentration of loans in the State of Missouri exposes it
to risks resulting from changes in the local economy. The business of the
Bank could be adversely affected by recessionary and economic conditions in
its markets or by a significant decrease in real estate values therein.
CREDIT RISK
The greatest risk facing lenders generally is credit risk; that is, the
risk of losing principal and interest due to a borrower's failure to perform
according to the terms of a loan agreement. There can be
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no assurance that the Company's future results of operations or financial
condition will not be adversely affected by the failure of borrowers to pay
principal and interest obligations on loans.
INTEREST RATE RISK
The Company's earnings depend to a great extent upon the level of net
interest income, which is the difference between interest income earned on
loans and investments and the interest expense paid on deposits and other
borrowings. Although the Company believes that maturities of the Bank's
assets are well balanced in relation to maturities of their liabilities (gap
management), gap management is not an exact science. Rather, it involves
estimates as to how changes in the general level of interest rates will
impact the yields earned on assets and the rates paid on liabilities.
Moreover, rate changes can vary depending upon the level of rates and
competitive factors. From time to time, maturities of assets and liabilities
may not be balanced, and a rapid increase or decrease in interest rates could
have an adverse effect on net interest margins and results of operations of
the Company.
DEPOSIT MIX
Certificates of deposit accounted for approximately 59.5% of the Bank's
total deposits as of June 30, 1998. Many of such certificates of deposit
were purchased by customers in response to promotions which offered premium
interest rates. Payment of premium interest rates by the Bank adversely
affects the Bank's interest rate spread. Moreover, the Bank's concentration
of deposits in certificates of deposit could have a negative impact on the
stability of the Bank's deposits as purchasers of certificates of deposit may
not redeposit the proceeds of their certificates of deposit after the
certificates of deposit mature, particularly if the Bank then is not offering
promotional rates. There can be no assurance the concentration of the Bank's
deposits in certificates of deposit will not have a material adverse effect
on the Bank's future results of operations or liquidity.
NO ASSURANCE OF FUTURE GROWTH
We cannot assure that the Company will continue to achieve growth in
assets and earnings. The Company's ability to achieve such growth will be
dependent upon numerous factors, including the intensity of competition for
deposits and loans with other bank and non-bank financial institutions, the
availability of suitable opportunities to make loans, selection of suitable
branch sites on favorable terms, avoidance of credit losses, hiring and
training of personnel, depth in management and adequate financing.
COMPETITION
The Company encounters substantial competition for deposits and loan
customers in the markets in which it competes. The Company's principal
competitors include other financial institutions such as banks, savings and
loan institutions and credit unions, and a number of other non-bank
competitors such as insurance companies, small loan companies, finance
companies and mortgage companies. Many of the Company's non-bank competitors
are not subject to the extensive Federal and state regulations that govern
the Company and, as a result, have a competitive advantage over the Company
in providing certain services. Many of the financial institutions with which
the Company competes are larger and have substantially greater financial
resources than the Company.
CONTROL BY MANAGEMENT
As of June 30, 1998, the Company's directors and executive officers
beneficially owned approximately 2,411,923 shares of Common Stock
(approximately 43.8% of the shares of Common Stock outstanding), including
shares of Common Stock subject to options and warrants
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that may be acquired upon exercise within the next 60 days. This
controlling ownership will enable such persons to continue to possess voting
control on corporate matters for the foreseeable future.
NO ASSURANCE OF CASH OR STOCK DIVIDENDS
There is no assurance that the Company will have sufficient cash
available to declare cash dividends to its shareholders in the future. The
payment of cash dividends is subject to the discretion of the Company's Board
of Directors and will be dependent upon many factors, including the Company's
earnings and the earnings of the Bank, its capital needs, regulatory
restrictions and other financial considerations. In addition, the Company is
presently limited in its ability to pay cash dividends on the Common Stock
without the consent of its lender. Management anticipates that for the
foreseeable future, the Company will follow a policy of retaining a
substantial portion of its earnings to meet capital and loan loss reserve
requirements and to finance the expansion and development of its business.
Although the Company has paid stock dividends over the past five years there
can be no assurance that it will pay stock dividends in the future.
RELIANCE ON MANAGEMENT
The success of the Company will depend to a large extent on the quality
of management provided by the senior management of the Company and the Bank,
the loss of certain of whom would adversely affect the Company. Other than a
$2.0 million policy on the life of Shaun R. Hayes, the President of the
Company, the Company does not presently own, or intend to purchase, insurance
covering the lives of the senior management of the Company and the Bank.
There can be no assurance that the services of the senior management of the
Company will continue to be available.
SHARES ELIGIBLE FOR FUTURE RESALE
Future sales of substantial amounts of Common Stock (including shares
issued upon the exercise of stock options and warrants) by the Company's
current shareholders after the offering, or the perception that such sales
could occur, could adversely affect the market price of the Common Stock. No
prediction can be made as to the effect, if any, that future sales of shares,
or the availability of shares for future sale, will have on the market price
of the Common Stock.
MARKET FOR COMMON STOCK
Although the Common Stock is listed on the Nasdaq, there has been only
limited trading in the Common Stock. There can be no assurance that an
active market for the Common Stock will develop in the foreseeable future.
Investors in the shares of Common Stock must, therefore, be prepared to
assume the risk of their investment for an indefinite period of time.
STOCK NOT AN INSURED DEPOSIT
Investments in the shares of Common Stock are not deposits insured
against loss by the FDIC or any other entity.
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THE PLAN
Holders of record of Common Stock (collectively referred to as
"Shareholders" and individually referred to as a "Shareholder") may increase
their investment in the Company by participating in the Plan. Under the
Plan, Participants may automatically invest cash dividends payable to them on
Common Stock in additional shares of Common Stock and may make optional cash
payments for investment in Common Stock. The following question and answer
statements constitute the provisions of the Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide Shareholders a convenient and
economical way to increase their ownership of Common Stock. Once a
Participant is enrolled in the Plan, cash dividends and/or optional cash
payments made by the Participant will be used to purchase additional shares
of Common Stock (both whole and fractional shares). In the case of cash
dividends, purchases will be made on each cash dividend payment date or as
soon thereafter as is practicable. In the case of optional cash payments,
purchases will be made on the last business day of each calendar quarter
(ended March, June, September and December) in which such payment is received
or as soon thereafter as is practicable. The Company shall, at its sole
option, direct that the Common Stock be purchased from time-to-time from the
Company, in the market and/or in private transactions. Brokerage commissions
for open market or privately negotiated purchases made under the Plan may be
charged to Participants' accounts pro rata on the basis of the number of
shares purchased. To the extent that Common Stock is purchased from the
Company under the Plan, no commissions will be payable and the Company will
receive additional funds to finance the continuing operations of the Company
and its subsidiaries.
The Plan is not intended to provide a mechanism for generating
short-term profits or engaging in other strategies involving rapid turnover
of shares or proliferation of accounts. The Company reserves the right to
refuse to allow participation in the Plan and/or to modify, suspend or
terminate participation by otherwise eligible Shareholders who engage in, or
who the Company believes may engage in, such practices or other practices
deemed by the Company to be inconsistent with the purposes of the Plan or
detrimental to the Plan or other Participants.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Advantages of the Plan include the ability of Participants to:
* Reinvest their dividends on shares of Common Stock automatically.
* Invest additional cash, up to $15,000 per quarter, in Common
Stock.
* Invest the full amount of all dividends and optional cash
payments, since the Plan allows fractional shares to be held
under the Plan.
* Avoid cumbersome safekeeping of certificates.
* Avoid inconvenience and expense of record keeping through the Plan's
reporting provisions.
ADMINISTRATION
3. WHO WILL ADMINISTER THE PLAN?
UMB Bank, n.a., as agent and custodian for Participants (the
"Administrator"), at present, will administer the Plan, performing such
functions as keeping a continuing record of Participants' accounts,
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purchasing shares, as agent, for the Participants, sending statements to
Participants and performing other duties related to the Plan as they appear
herein. Common Stock purchased for Participants' accounts will be registered
in the name of the Administrator or in the name of its nominee or nominees
for Participants in the Plan. The duties of the Administrator and the rights
of the Company are set forth in a certain Plan Administration Agreement dated
as of October 14, 1998. The Company shall have the right to change the
Administrator in the Company's discretion. If the Administrator ceases to
serve in its administrative capacity, its successor will be designated by the
Company. Information on how to contact the Administrator is set forth in the
response to Question 28.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All Shareholders are eligible to participate in the Plan. To be
eligible to participate in the Plan, however, an owner of Common Stock whose
shares are registered in a name other than his or her own (for example, the
name of a broker or nominee) must become a shareholder of record by having
his or her shares transferred into his or her own name.
5. MUST A SHAREHOLDER PARTICIPATE IN THE PLAN USING ALL CASH DIVIDENDS PAID
ON ALL COMMON STOCK?
Yes. Participants in the dividend reinvestment feature of the Plan
must participate with all of their cash dividends paid on Common Stock owned
of record by reinvesting all of their quarterly dividends in Common Stock.
All dividends on all shares held for a Participant's account under the
Plan, whether such shares were acquired under the dividend reinvestment
feature of the Plan or the optional cash payment feature of the Plan, will be
reinvested in shares of Common Stock.
6. HOW DOES A SHAREHOLDER PARTICIPATE IN THE PLAN?
A Shareholder may join the Plan at any time by completing a Dividend
Reinvestment and Stock Purchase Plan Authorization Card ("Authorization Card")
and returning it to the Administrator. Authorization Cards will be furnished
initially to all Shareholders and at any time thereafter upon request to the
Administrator. Information on how to contact the Administrator is set forth in
response to Question 28.
7. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
An eligible Shareholder may join the Plan at any time. If the
Administrator receives a properly completed Authorization Card on or before
the record date for the payment of the next cash dividend, then the cash
dividend received will be invested in additional shares of Common Stock. If
the completed Authorization Card is received after the record date for the
next cash dividend, the investment will not be made until payment of the next
following cash dividend. Cash dividends, if any, are currently paid in
January, April, July and October of each year. The record dates are, in
general, approximately fifteen (15) days before the cash dividend payment
dates.
Optional cash payments will be invested on the last business day of the
quarter in which it is received, provided such payment is received by the
Administrator at least two (2) business days prior to the last business day
of the quarter. No interest will be paid on optional cash payments.
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8. WHAT DOES AN AUTHORIZATION CARD AUTHORIZE?
An Authorization Card authorizes the Administrator, as agent for
Participants, to receive all cash dividends on the Common Stock registered in
their names and on shares credited to their Plan accounts. The Authorization
Card also directs the Administrator to use these cash dividends to purchase
shares of Common Stock on each dividend payment date or as soon as
practicable thereafter. If the "Optional Cash Payment Only" box on the
Authorization Card is checked, the Company will continue to pay cash
dividends to the Participant on shares registered in his or her name in the
usual manner, but will apply any optional cash payments received and cash
dividends on shares purchased with such payments to purchase additional
shares of Common Stock under the Plan. Any such authorization shall continue
until withdrawn by the Participant.
Participants shall have no right to direct checks or drafts against
their accounts or give instructions to the Administrator with respect to any
shares or cash held therein, except as expressly provided herein.
9. MAY A PARTICIPANT CHANGE HIS OR HER METHOD OF PARTICIPATION AFTER
ENROLLMENT?
Yes. If a Participant elects to participate in the optional cash
payment feature only, but later decides to enroll in the dividend
reinvestment feature, the Participant must complete an additional
Authorization Card and return it to the Administrator. If a Participant
elects to participate in the dividend reinvestment feature, but later decides
to participate only in the optional cash payment feature, the Participant
must complete an additional Authorization Card and return it to the
Administrator. The Administrator must receive such Authorization Card on or
before the record date preceding the next cash dividend payment date to stop
the reinvestment of dividends payable on that date. It should be remembered
that even if a Participant is enrolled in the optional cash payment feature
only, the Company will reinvest dividends on shares purchased with optional
cash payments.
PURCHASES
10. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR A PARTICIPANT AND
WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
The number of shares purchased will depend on the amount of a
Participant's cash dividend and/or the amount of any optional cash payments
and the purchase price of Common Stock. Each Participant's account will be
credited with the number of shares purchased, including fractional shares
computed to four decimal places, in an amount equal to the total amount
invested divided by the purchase price.
Common Stock purchased under the Plan will be, at the Company's
discretion, either newly issued shares, shares of treasury stock held by the
Company, or shares purchased in the open market or through private
transactions, or a combination of the foregoing. Newly issued shares and
treasury shares will be purchased directly from the Company. The decision to
purchase shares for Participants in the open market will be made by the
Company based upon general market conditions, the relationship between
purchase price and book value per share, regulatory requirements and other
factors. In the case of each purchase of Common Stock for Participants, the
Company will timely notify the Administrator of the source from which Common
Stock is to be purchased.
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<PAGE> 13
11. WHAT IS THE PRICE OF THE SHARES PURCHASED UNDER THE PLAN?
The price of shares purchased under the Plan from the Company will be
the average of the high and low trading prices for the Common Stock on the
applicable date (in the case of dividend reinvestments, the cash dividend
payment date; in the case of optional cash payments, the last business day of
the quarter in which such payment is received) as reported by the Nasdaq or
such other principal trading market on which the Common Stock may trade in
the future. If such date is not a trading day on the Nasdaq, the average of
the high and low trading prices on the next preceding day on which trades
were reported will be used to determine the purchase price. If the Company,
at its option, directs the Administrator to purchase all or part of the
shares of Common Stock in the market or in private transactions instead of
from the Company, the price of the shares purchased by the Participants shall
be the actual purchase price, plus a pro rata share of any brokerage
commissions.
12. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN?
Brokerage commissions for open market or privately negotiated purchases
made under the Plan may be charged to participants accounts, pro rata, on the
basis of the number of shares purchased. To the extent that Common Stock is
purchased from the Company under the Plan, no commissions will be payable. A
$1.00 transaction fee, however, will apply to each optional cash purchase
under the Plan. Payment of the fee must accompany each optional cash
payment.
When shares are sold by the Administrator for a Participant, the
Participant will be responsible for any commissions, fees, expenses, service
charges or other expenses incurred pursuant to the sale of such shares. A
$2.00 service charge will be charged to each Participant for whom the
Administrator sells shares.
OPTIONAL CASH PAYMENTS
13. HOW MAY A SHAREHOLDER MAKE AN OPTIONAL CASH PAYMENT?
A Participant may make an optional cash payment when enrolling in the
Plan by enclosing with the Authorization Form a check or money order payable
to the Administrator, UMB Bank, n.a., for the full amount of the cash payment
plus a $1.00 transaction fee. Thereafter, optional cash payments may be made
by using the remittance form attached to the Participant's account statement
sent by the Administrator. Each Participant making an optional cash payment
will receive an updated statement after each optional cash payment is
invested.
Cash payments are limited to a minimum of $100 per payment and a
maximum of $15,000 per quarter ending the last day of March, June, September
and December of the calendar year. The same amount of cash payment need not
be sent each quarter and there is no obligation to make a cash payment in any
quarter. Cash payments received by the Administrator two (2) or more
business days before the last business day of the quarter will be used to
purchase shares of Common Stock on the last business day of the quarter.
Cash payments received less than two (2) business days before the last
business day of the quarter will be returned to Participants. No interest
will be paid on optional cash payments. Optional cash payments should be sent
to the Administrator at least ten (10) business days (but no more than thirty
(30) calendar days) before the last business day of the quarter.
14. MAY AN OPTIONAL CASH PAYMENT BE WITHDRAWN?
Yes. Withdrawal of an optional cash payment may be made by providing
the Administrator with a written notice of intention to make such a
withdrawal; provided, however, the Administrator receives such notice more
than two (2) business days prior to the last business day of the quarter.
-12-
<PAGE> 14
REPORTS TO PARTICIPANTS
15. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS?
Each Participant will receive from the Administrator a quarterly
statement of his or her account showing amounts invested, purchase prices,
number of shares purchased and other information for that quarter. Each
Participant making an optional cash payment will receive an updated statement
after each such optional cash payment is invested. These statements reflect
the cost of purchases made under the Plan and should be retained for income
tax purposes. In addition, each Participant will receive the same
communications sent to every holder of record of Common Stock, including the
Annual Report to Shareholders, Notice of Annual Meeting, Proxy Statement and
IRS information reporting dividends paid (Form 1099-DIV).
Each Participant, by participating in the Plan, agrees to notify the
Administrator promptly in writing of any change of address. Notices to a
Participant may be given by letter addressed to the Participant at his or her
last address of record with the Administrator.
CERTIFICATES FOR SHARES
16. WILL CERTIFICATES BE ISSUED FOR THE COMMON STOCK PURCHASED FOR
PARTICIPANTS?
Normally, certificates for Common Stock purchased under the Plan will
not be issued to Participants in their names, but will be registered in the
name of the Administrator or its nominee and credited to Participants' Plan
accounts. However, upon a Participant's written request or withdrawal from
the Plan, certificates for any number of whole shares credited to the
Participant's account will be issued in the Participant's name and delivered
to the Participant. Upon withdrawal from the Plan, a Participant will
receive cash in lieu of any fractional interest at the then market value of
Common Stock on the day such withdrawal becomes effective. No certificates
for fractional shares will be issued.
Requests for certificates will be handled without charge to
Participants. After delivery of certificates, a Participant will continue
to participate in the Plan with shares represented by such certificates until
such time as the shares are sold or otherwise transferred or until the
Participant terminates participation in the Plan. Any fractional or whole
shares remaining after such delivery will continue to be credited to the
Participant's Plan account.
17. HOW DOES A PARTICIPANT SELL SHARES HELD IN THE PLAN?
A Participant may request the Administrator to sell any number of
shares, including fractional shares, held in his or her Plan account at any
time by giving written instructions to the Administrator. The Administrator
will make the sale as soon as practicable following receipt of the request.
If an account is held by joint tenants, each individual whose name is on the
account must execute the request to sell shares. The Participant will
receive the proceeds, less an administrative charge of $2.00 and applicable
brokerage commissions, if any. Proceeds of shares sold through the Plan will
be paid by check.
If instructions for the sale of all shares credited to a Plan account
are received on or after an ex-dividend date, but before the related dividend
payment date, the sale will not be processed until after the dividend payment
date. The dividends on the shares will be reinvested on the dividend payment
date and the shares purchased with the dividends will be included in the
shares sold. If the instructions for the sale of less than all shares are
received on or after an ex-dividend date, but before the related dividend
payment date, the sale will be processed as soon as practicable and the
dividend on the shares that have
-13-
<PAGE> 15
been sold, as well as the dividend on the shares remaining in the account,
will be reinvested on the dividend payment dates and the shares purchased will
be credited to the Participant's account. The ex-dividend date is two (2) days
prior to the record date and will normally be approximately seventeen (17)
days before the dividend payment date.
WITHDRAWAL FROM THE PLAN
18. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A Participant may withdraw from the Plan by notifying the Administrator,
in writing, that he or she wishes to withdraw from the Plan. As soon as
practicable after the Administrator's receipt of a Participant's notice of
withdrawal, certificates for whole shares credited to such Participant's Plan
account will be mailed to the Participant by the Administrator. A cash payment
will be made for any fraction of a share. The amount of the cash payment for a
fractional share will be based on the market price of the Common Stock on the
date the withdrawal notice is processed by the Administrator.
Death of a Participant will not constitute withdrawal from the Plan.
THE COMPANY MAY TERMINATE ANY PARTICIPANT'S ACCOUNT AT ANY TIME IN ITS
SOLE DISCRETION.
19. WHEN DOES NOTICE OF WITHDRAWAL BECOME EFFECTIVE?
A notice of withdrawal is normally effective when it is received by the
Administrator. However, if the notice is received after the ex-dividend date
and before the related dividend payment date, the notice will be effective
after that dividend payment date. The dividend paid on that date and any
optional cash payment will be invested under the Plan. The notice will be
processed after the Participant's account has been credited with the shares
purchased.
Dividends paid after termination from the Plan will be paid in cash
directly to the shareholder unless he or she elects to re-enroll in the Plan.
20. WHEN MAY FORMER PARTICIPANTS REJOIN THE PLAN?
In general, a former Participant may again become a Participant at any
time. The Company, however, reserves the right to reject any Authorization
Card from a previous Participant on grounds of excessive joining and
termination. Such reservation is intended to minimize unnecessary
administrative expense and to encourage use of the Plan as a long-term
investment service.
OTHER INFORMATION
21. WHAT HAPPENS TO PARTICIPANTS' PLAN ACCOUNTS IF THE COMPANY ISSUES A STOCK
DIVIDEND OR DECLARES A STOCK SPLIT?
Stock splits on Common Stock applicable to shares held for Participants
under the Plan will be credited to their accounts. Stock dividends on Common
Stock applicable to shares belonging to Participants, whether held in their
account or in their own name, will be credited to their accounts.
-14-
<PAGE> 16
22. WHAT HAPPENS TO A PARTICIPANT'S PLAN ACCOUNT IF THE COMPANY MAKES
AVAILABLE TO HOLDERS OF COMMON STOCK RIGHTS TO PURCHASE ADDITIONAL
SECURITIES?
In the event the Company makes available to its shareholders rights to
purchase additional shares or other securities, the Participants will receive
a subscription right for all such rights directly from the Administrator. If
such rights are not transferable, the Administrator will make available means
for Participants to exercise such rights.
23. HOW WILL A PARTICIPANT'S SHARES HELD IN THE PLAN BE VOTED AT MEETINGS
OF SHAREHOLDERS?
For each meeting of shareholders, Participants will receive proxies that
will enable them to vote shares of Common Stock credited to the their accounts.
No shares registered in the name of the Administrator or its nominee as
custodian for Participants will be voted unless proxies from Participants have
been received for the shares.
24. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to supplement, amend or terminate the
Plan at any time by mailing appropriate notice of any such supplementation,
amendment or termination of the Plan at least ten (10) days prior to the
effective date thereof to each Participant at his or her last known address.
The amendment or supplement shall conclusively be deemed to be accepted by
the Participant unless, prior to the effective date thereof, the Administrator
receives written notice of termination of the account. Any such amendment or
supplement may include the appointment by the Company of a successor
administrator or administrators under this Plan, provided such successor is a
bank or administrator organized under the laws of the United States or any state
thereof. The Company and the Administrator are authorized to pay to such
successor administrator for the accounts of Participants in the Plan all
dividends and distributions payable on shares of Common Stock in their name or
in their account, and cash payments will be applied by such successor
administrator as provided in this Plan as it may be amended from time to time.
Termination of the Plan will have the same effect and be accomplished as to each
Participant in the same manner as if the Participant had completely withdrawn
from participation in the Plan.
25. WHO INTERPRETS AND REGULATES THE PLAN?
The Company reserves the right to interpret and regulate the Plan as it
deems desirable or necessary. Neither the Company nor the Administrator in
administering, interpreting or performing their duties under the Plan, will
be liable for any act done in good faith or for any omission to act in good
faith, including, without limitation, any act giving rise to a claim of
liability arising from: (i) the times and prices at which shares are
purchased or sold for a Participant's account; or (ii) fluctuations in the
market price of the Common Stock.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE
ADMINISTRATOR CAN ASSURE A PROFIT OR PROTECT AGAINST A LOSS ON THE COMMON STOCK
PURCHASED UNDER THE PLAN.
TAX RESPONSIBILITY
26. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Dividends that are reinvested for a Participant are subject to income
taxes as if they had been paid directly to the Participant in cash. In
addition, the Internal Revenue Service has issued a private ruling on an
arrangement similar to this Plan to the effect that any brokerage commissions
paid by the Company on a Participant's behalf are to be treated as dividend
income to the Participant. However, it is not presently anticipated that the
Company will pay brokerage commissions on the Participants' behalf.
-15-
<PAGE> 17
Accordingly, the Administrator will send each Participant a year-end
tax statement showing dividends invested and, if applicable, any brokerage
commissions paid on the Participant's behalf, and the Participant should
retain this statement for the Participant's tax records.
The price at which shares are purchased will be determined as described
in the response to Question 11. The Internal Revenue Service private ruling
also states that any brokerage commissions may be added to the cost basis of
the shares purchased for a Participant's account. Participants will need to
know this information to compute taxable gains or losses upon a sale of the
shares.
A Participant will not realize any Federal taxable income solely by
reason of the receipt of certificates for whole shares of Common Stock
previously credited to the Participant's account, whether upon request,
withdrawal from the Plan, or the Company's termination thereof. However,
gain or loss will be realized when shares, whether whole or fractional, are
sold for the Participant and the Participant receives a payment for the
proceeds of such sale. The amount of the gain or loss and its character will
depend upon the circumstances of each Participant.
Participants should consult their personal tax advisors for more
specific information, particularly since interpretations and laws,
regulations and rulings may change over time.
27. WHAT PROVISION IS MADE FOR FOREIGN SHAREHOLDERS SUBJECT TO UNITED STATES
INCOME TAX WITHHOLDING?
In the case of foreign Shareholders who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, dividends will be invested in shares of Common Stock in an
amount equal to the dividends of such foreign Participants less the amount of
tax required to be withheld. The quarterly statement of account confirming
purchases made for such foreign Participants will indicate the net dividend
payment invested and the amount of tax withheld.
Optional cash payments received from foreign Shareholders must be in
United States dollars and will be invested in the same way as optional cash
payments from other Participants.
28. WHERE SHOULD CORRESPONDENCE REGARDING THE PLAN BE DIRECTED?
Correspondence regarding the Plan should be directed to the
Administrator at the following address:
UMB Bank, n.a.
Securities Transfer Division
P.O. Box 410064
Kansas City, Missouri 64141-0064
Telephone: (816) 860-7888
Facsimile: (816) 221-0438
-16-
<PAGE> 18
USE OF PROCEEDS
To the extent Common Stock is purchased from the Company under the
Plan, the Company will receive additional funds to finance the continuing
operations of the Company and its subsidiaries. The Company will not receive
any funds from open market or privately negotiated purchases of shares.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby will be
passed upon for the Company by Thompson Coburn, St. Louis, Missouri.
EXPERTS
The consolidated financial statements of the Company contained in its
Annual Report on Form 10-KSB for the year ended December 31, 1997, incorporated
by reference in this Prospectus, have been audited by BDO Seidman, LLP,
independent certified public accountants, to the extent and for the periods set
forth in their report incorporated herein by reference, and are incorporated
herein in reliance upon such report, given upon the authority of said firm as
experts in auditing and accounting.
-17-
<PAGE> 19
===============================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY ALLEGIANT BANCORP, INC. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS OR IN THE AFFAIRS OF ALLEGIANT BANCORP, INC. SINCE THE DATE HEREOF.
---------------
<TABLE>
TABLE OF CONTENTS
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 2
THE COMPANY 4
RISK FACTORS 6
THE PLAN 8
USE OF PROCEEDS 17
LEGAL MATTERS 17
EXPERTS 17
</TABLE>
===============================================================================
===============================================================================
ALLEGIANT
BANCORP, INC.
COMMON STOCK
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
300,000 SHARES
- - -------------------------------------------------------------------------------
PROSPECTUS
- - -------------------------------------------------------------------------------
OCTOBER 14, 1998
===============================================================================
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
It is expected that the following expenses, all of which will be paid
by the Company, will be incurred in connection with the registration and
distribution of the securities being offered:
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee $ 1,028
Nasdaq listing fee 6,000
Legal fees and expenses<F1> 3,000
Accounting fees and expenses<F1> 3,750
Printing and engraving<F1> 2,000
Miscellaneous<F1> 1,000
-------
Total $16,778
=======
<FN>
<F1> Estimated.
</TABLE>
ITEM 15. 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).
II-1
<PAGE> 21
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 16. EXHIBITS
See Exhibit Index.
ITEM 17. UNDERTAKINGS
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement.
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement, which,
individually or together, represent a fundamental change in the information
in the Registration Statement;
(iii) To include any additional or changed material
information with respect to the plan of distribution not previously disclosed
in the Registration Statement.
(b) 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.
(c) To file a post-effective amendment to remove from
registration any of the securities being registered which remain unsold at
the end of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(3) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus
has been 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.
(4) 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 provision, or
II-2
<PAGE> 22
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
(5) The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the
Securities Act, the information omitted from the form prospectus filed as a
part of this registration statement in reliance upon Rule 430A and contain in
the form prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be a part of this
Registration Statement as of the time it was declared effective.
(b) For purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form prospectus
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.
II-3
<PAGE> 23
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, State of Missouri, on October 14, 1998.
ALLEGIANT BANCORP, INC.
By /s/ Shaun R. Hayes
----------------------------------
Shaun R. Hayes, President
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-3 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 of 1933, as amended,
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 and October 14, 1998
- - ---------------------------------- Chief Executive Officer
Marvin S. Wool
Principal Executive Officer
/s/ Shaun R. Hayes President and Director October 14, 1998
- - ----------------------------------
Shaun R. Hayes
Principal Financial Officer
/s/ Sandra L. Friedman Senior Vice President and October 14, 1998
- - ---------------------------------- Chief Financial Officer
Sandra L. Friedman
Principal Accounting Officer
II-4
<PAGE> 24
Signature Title Date
--------- ----- ----
/s/ Kevin R. Farrell Secretary and Director October 14, 1998
- - ----------------------------------
Kevin R. Farrell
/s/ C. Virginia Kirkpatrick Director October 14, 1998
- - ----------------------------------
C. Virginia Kirkpatrick
/s/ Leon A. Felman Director October 14, 1998
- - ----------------------------------
Leon A. Felman
/s/ Lee S. Wielansky Director October 14, 1998
- - ----------------------------------
Lee S. Wielansky
/s/ Charles E. Polk Director October 14, 1998
- - ----------------------------------
Charles E. Polk
/s/ Leland B. Curtis Director October 14, 1998
- - ----------------------------------
Leland B. Curtis
/s/ Jack K. Krause Director October 14, 1998
- - ----------------------------------
Jack K. Krause
</TABLE>
II-5
<PAGE> 25
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
5.1 Opinion of Thompson Coburn
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Thompson Coburn (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page hereof)
</TABLE>
II-6
<PAGE> 1
October 14, 1998
Allegiant Bancorp, Inc.
2122 Kratky Road
St. Louis, Missouri 63114
Re: Registration Statement on Form S-3
----------------------------------
Gentlemen:
We refer you to the Registration Statement on Form S-3 filed by
Allegiant Bancorp, Inc. (the "Company") on October 14, 1998 (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 300,000 shares of the Company's
common stock, $.01 par value (the "Shares"), in connection with the
Allegiant Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan
(the "Plan"), all as provided in the Registration Statement. 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 and Bylaws, each as amended
and currently in effect, the resolutions adopted by the Company's Board of
Directors relating to the Plan, certificates received from state officials and
statements we have received from officers and representatives of the Company.
In delivering this opinion, the undersigned 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 only on the foregoing, the undersigned is 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 to be sold by the Company, when issued as provided in
the Plan, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in the section of
the Prospectus entitled "Legal Matters."
Very truly yours,
/s/ Thompson Coburn
<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 Prospectus
constituting a part of this Registration Statement of our report dated
March 13, 1998, 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, 1997.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
St. Louis, Missouri
October 12, 1998
