<PAGE>
As Filed With the Securities and Exchange Commission on November 17, 2000
Registration No. 333-44758
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
(Post-Effective)
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) Identification No.)
2122 Kratky Road
St. Louis, Missouri 63114
(Address of Principal Executive Offices)
EQUALITY BANCORP, INC.
1993 STOCK OPTION AND INCENTIVE PLAN and
1997 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plans)
SHAUN R. HAYES
President and Chief Executive Officer
Allegiant Bancorp, Inc.
2122 Kratky Road
St. Louis, Missouri 63114
(Name and address of agent for service)
Telephone: (314) 692-8200
Copy to:
THOMAS A. DAIBER THOMAS A. LITZ, ESQ.
Senior Vice President and Thompson Coburn LLP
Chief Financial Officer One Mercantile Center
Allegiant Bancorp, Inc. St. Louis, Missouri 63101
2122 Kratky Road (314) 552-6000
St. Louis, Missouri 63114
(314) 692-8200
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per aggregate offering price registration fee
unit
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 94,457 N/A N/A (1)
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<FN>
(1) The registrant previously paid $6,279.48 with the original filing
on August 29, 2000 to register 2,874,877 shares of Allegiant
Bancorp, Inc. common stock, $0.01 par value, including the 94,457
shares which may be issued pursuant to Equality Bancorp, Inc.'s,
1993 Stock Option and Incentive Plan and 1997 Stock Option and
Incentive Plan.
</TABLE>
This amendment shall become effective in accordance with the provisions
of Rule 464 promulgated under the Securities Act of 1933.
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<PAGE>
<PAGE>
The undersigned registrant hereby files this post-effective
amendment (the "Registration Statement") to register on Form S-8 54,207
and 40,250 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. 333-44758) incorporated herein by
reference, for issuance pursuant to options granted under Equality
Bancorp, Inc.'s 1993 Stock Option and Incentive Plan and 1997 Stock
Option and Incentive Plan, respectively, pursuant to the terms and
conditions of the Agreement and Plan of Merger, dated July 26, 2000, by
and among the Company, Allegiant Acquisition Corporation and Equality
Bancorp, Inc. (such transaction was consummated on November 15, 2000).
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 are incorporated herein by reference:
(a) Allegiant Bancorp, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1999.
(b) Allegiant Bancorp, Inc.'s Quarterly Reports on Form
10-Q for the quarters ended March 31, 2000, June 30,
2000 and September 30, 2000.
(c) Allegiant Bancorp, Inc.'s Current Report on Form 8-K
dated July 26, 2000.
(d) The description of Allegiant Bancorp, Inc.'s common
stock set forth in Item 11 of Allegiant Bancorp,
Inc.'s Registration Statement on Form 10-SB, dated
June 30, 1995, and any amendment or report filed for
the purpose of updating such description.
Such incorporation by reference shall not be deemed to
incorporate by reference the information referred to in Item 402(a)(8)
of Regulation S-K.
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 document 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
Plans 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.
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<PAGE>
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 Section 351.355(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
Article XII of the By-Laws of the Registrant provides that
the Registrant shall extend to its directors and executive officers the
indemnification specified in Section 351.355(1) and (2) and the
additional indemnification authorized in Section 351.355(7).
Pursuant to directors' and officers' liability insurance
policies, the Registrant'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 Registrant,
individually or collectively, or any matter claimed against them solely
by reason of their being directors or officers of the Registrant.
Item 8. Exhibits.
--------
See Exhibit Index located at page 6 hereof.
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 is 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.
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<PAGE>
SIGNATURES
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The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Amendment No. 1 to the Registration
Statement (File No. 333-44758) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis,
State of Missouri, on the 10th day of November 2000.
ALLEGIANT BANCORP, INC.
By /s/ Shaun R. Hayes
-------------------------------------
Shaun R. Hayes
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board November 10, 2000
------------------------
Marvin S. Wool
/s/ Shaun R. Hayes President and Chief November 10, 2000
------------------------ Executive Officer
Shaun R. Hayes
/s/ Thomas A. Daiber Senior Vice President and November 10, 2000
------------------------ Chief Financial Officer
Thomas A. Daiber
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<PAGE>
* Director November 10, 2000
------------------------
Leland B. Curtis
* Director November 10, 2000
------------------------
Kevin R. Farrell
* Director November 10, 2000
------------------------
Leon A. Felman
Director November , 2000
------------------------ --
Michael R. Hogan
Director November , 2000
------------------------ --
C. Virginia Kirkpatrick
* Director November 10, 2000
------------------------
Jack K. Krause
Director November , 2000
------------------------ --
Robert E. Wallace, Jr.
* Director November 10, 2000
------------------------
John L. Weiss
* Director November 10, 2000
------------------------
Lee S. Wielansky
*By /s/ Shaun R. Hayes
------------------------
Shaun R. Hayes
[FN]
---------------
* 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.
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<PAGE>
<PAGE>
EXHIBIT INDEX
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Exhibit No.
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4.1 Form of Stock Certificate for common stock, filed as Exhibit
4.2 to Allegiant Bancorp, Inc.'s Registration Statement on
Form 10-SB (Reg. No. 0-26350), is hereby incorporated by
reference.
4.2 Junior Subordinated Indenture, dated as of August 2, 1999,
by and between Allegiant Bancorp, Inc. and Bankers Trust
Company, as Trustee, filed as Exhibit 4.1 to Allegiant
Bancorp, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, is hereby incorporated by
reference.
5.1 Opinion of Thompson Coburn LLP as to the legality of the
securities being registered.
23.1 Consent of Thompson Coburn LLP (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP is filed herewith.
23.3 Consent of BDO Seidman, LLP is filed herewith.
24.1 Power of Attorney.*
99.1 Equality Bancorp, Inc. 1993 Stock Option and Incentive Plan
is filed herewith.
99.2 Equality Bancorp, Inc. 1997 Stock Option and Incentive Plan
is filed herewith.
[FN]
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* Previously filed on August 29, 2000.
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