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As Filed with the Securities and Exchange Commission on July 26, 2000
Registration No. 333-42050
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ALLEGIANT BANCORP, INC.
(Exact name of registrant as specified in charter)
MISSOURI 43-1519382
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2122 KRATKY ROAD
ST. LOUIS, MISSOURI 63114
(Address of principal executive offices) (Zip Code)
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ALLEGIANT BANCORP, INC.
401(k) PROFIT SHARING PLAN AND TRUST
(Full title of the plan)
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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
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Copy to:
THOMAS A. LITZ, ESQ.
THOMPSON COBURN LLP
ONE FIRSTAR PLAZA
ST. LOUIS, MISSOURI 63101
(314) 552-6000
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED<F1> PER SHARE<F2> PRICE<F2> REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par 600,000 shares $8.875 $5,325,000 $1,405.80<F3>
value
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<FN>
<F1> Includes an indeterminate amount of plan interests pursuant to
Rule 416(c).
<F2> Estimated solely for purposes of computing the Registration Fee
pursuant to the provisions of Rule 457(c), based on the average
bid and asked price of the shares of common stock, $0.01 par
value, of the Registrant as reported on the Nasdaq National
Market on July 14, 2000.
<F3> The registrant previously paid $1,405.80 with the original filing
on July 24, 2000.
</TABLE>
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The Registrant hereby files this post-effective Amendment to
Registration on Form S-8 (Reg. No. 333-42050) to resubmit the Legal
Opinion of Thompson Coburn LLP with respect to the legality of the
securities to be issued pursuant to the Allegiant Bancorp, Inc. 401(k)
Profit Sharing Plan and Trust.
Item 3. Incorporation of Documents by Reference.
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The following documents filed by the Company with the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated herein by reference:
(a) Allegiant's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) Allegiant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000; and
(c) The description of Allegiant's Common Stock set forth in
Item 11 of Allegiant's Registration Statement on Form 10-SB,
dated June 30, 1995.
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 Plan is delivered,
upon written or oral request of such person, a copy of any and all of
the information incorporated by reference in the Registration Statement,
excluding exhibits unless such exhibits are specifically incorporated by
reference.
Item 6. Indemnification of Directors and Officers.
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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
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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,
the Company's directors and officers are insured, subject to certain
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.
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See Exhibit Index located at page 7 hereof.
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers and sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof), which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution previously disclosed in
the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
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if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
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(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the 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 whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the
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Securities Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing this
Amendment No. 1 on Form S-8 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of Missouri,
on July 25, 2000.
ALLEGIANT BANCORP, INC.
By /s/ Shaun R. Hayes
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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.
<TABLE>
<CAPTION>
Signature Title Date
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<C> <S> <C>
<F*> Chairman of the Board July 25, 2000
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Marvin S. Wool
/s/ Shaun R. Hayes President, Chief Executive Officer July 25, 2000
------------------------------ and Director
Shaun R. Hayes
/s/ Thomas A. Daiber Senior Vice President and Chief July 25, 2000
------------------------------ Financial Officer
Thomas A. Daiber
<F*> Director July 25, 2000
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Leland B. Curtis
<F*> Director July 25, 2000
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Kevin R. Farrell
<F*> Director July 25, 2000
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Leon A. Felman
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<F*> Director July 25, 2000
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C. Virginia Kirkpatrick
<F*> Director July 25, 2000
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Jack K. Krause
<F*> Director July 25, 2000
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John Weiss
<F*> Director July 25, 2000
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Lee S. Wielansky
<FN>
<F*>By:/s/ Shaun R. Hayes
---------------------------------
Shaun R. Hayes, Attorney-in-fact
</TABLE>
Shaun R. Hayes, by signing his name hereto, does sign this document on
behalf of the individuals named above, pursuant to a power of attorney
duly executed by such individuals, previously filed.
The Plan. Pursuant to the requirements of the Securities Act of
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1933, the Plan Administrator has duly caused this Amendment No. 1 to
Registration Statement to be signed in the County of St. Louis, State
of Missouri, on July 25, 2000.
ALLEGIANT BANCORP, INC. 401(k) PROFIT SHARING PLAN AND TRUST
By Allegiant Bancorp, Inc., as Plan Administrator
By /s/ Karen E. Box
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Karen E. Box, Vice President -
Human Resources
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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 the Company'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 the Company and Bankers Trust
Company, as Trustee, filed as Exhibit 4.1 to the
Company'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.<F*>
23.1 Consent of Thompson Coburn LLP (included in Exhibit
5.1).<F*>
23.2 Consent of BDO Seidman, LLP is filed herewith.<F**>
23.3 Consent of Ernst & Young LLP is filed herewith.<F**>
24.1 Power of Attorney.<F**>
99.1 PruArray 401(k) Plan Prototype Plan and Trust is filed
herewith.<F**>
99.2 Standardized Adoption Agreement, dated March2, 1999,
by and among the Company, Prudential Bank & Trust
Company and Prudential Mutual Fund Management, Inc. is
filed herewith.<F**>
99.3 Appointment of Successor Trustee Form, dated September
13, 1999, is filed herewith.<F**>
[FN]
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<F*>Filed herewith.
<F**>Filed previously on July 24, 2000.
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