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As Filed with the Securities and Exchange Commission on July 21, 2000
Registration No. 333-
____________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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.
2000 STOCK INCENTIVE PLAN
(Full title of the plan)
__________
____________________________________
SHAUN R. HAYES
2122 KRATKY ROAD
ST. LOUIS, MISSOURI
63114
(Name and address of agent for service)
TELEPHONE: (314) 692-8200
__________
Copy to:
THOMAS A. LITZ, ESQ.
THOMPSON COBURN LLP
ONE FIRSTAR PLAZA
ST. LOUIS, MISSOURI 63101
(314) 552-6000
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE<F1> PRICE<F1> REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, 600,000 shares $8.875 $5,325,000 $1,405.80
$.01 par value
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<FN>
<F1> 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.
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The undersigned Registrant hereby files this Registration
Statement on Form S-8 (the "Registration Statement") to register 600,000
shares of Allegiant Bancorp, Inc. ("Allegiant" or the "Company") common
stock, $0.01 par value, for issuance to optionees under the Allegiant
Bancorp, Inc. 2000 Stock Incentive Plan (the "Plan").
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 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
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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
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 on
Form S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
St. Louis, State of Missouri, on April 20, 2000.
ALLEGIANT BANCORP, INC.
By /s/ Shaun R. Hayes
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Shaun R. Hayes
President and Chief Executive Officer
POWER OF ATTORNEY
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We, the undersigned officers and directors of Allegiant
Bancorp, Inc., hereby severally and individually constitute and appoint
Shaun R. Hayes and Thomas A. Daiber, and each of them, the true and
lawful attorneys and agents of each of us to execute in the name, place
and stead of each of us (individually and in any capacity stated below)
any and all amendments to this Registration Statement on Form S-8
relating to the Allegiant Bancorp, Inc. 2000 Stock Incentive Plan 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,
this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Marvin S. Wool Chairman of the Board April 20, 2000
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Marvin S. Wool
/s/ Shaun R. Hayes President, Chief Executive Officer April 20, 2000
---------------------------- and Director
Shaun R. Hayes
/s/ Thomas A. Daiber Senior Vice President and Chief April 20, 2000
---------------------------- Financial Officer
Thomas A. Daiber
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/s/ Leland B. Curtis Director April 20, 2000
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Leland B. Curtis
/s/ Kevin R. Farrell Director April 20, 2000
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Kevin R. Farrell
/s/ Leon A. Felman Director April 20, 2000
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Leon A. Felman
/s/ C. Virginia Kirkpatrick Director April 20, 2000
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C. Virginia Kirkpatrick
/s/ Jack K. Krause Director April 20, 2000
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Jack K. Krause
/s/ John Weiss Director April 20, 2000
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John Weiss
/s/ Lee S. Wielansky Director April 20, 2000
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Lee S. Wielansky
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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.
23.1 Consent of Thompson Coburn LLP (included in Exhibit
5.1).
23.2 Consent of BDO Seidman, LLP is filed herewith.
23.3 Consent of Ernst & Young LLP is filed herewith.
24.1 Power of Attorney (included on signature page hereto).
99.1 Allegiant Bancorp, Inc. 2000 Stock Incentive Plan,
filed as Annex A to the Company's Proxy Statement for
the Company's 2000 Annual Meeting, is incorporated
herein by reference.
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