As filed with the Securities and Exchange Commission on February 25,
1999
REGISTRATION NO. 333-
======================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
CENTRAL ILLINOIS BANCORP, INC.
(Exact name of registrant as specified in its charter)
ILLINOIS 37-1203599
(State or other jurisdiction (I.R.S. employer
of incorporation or identification no.)
N27 W24025 Paul Court
Pewaukee, Wisconsin 53072
(Address of principal executive offices, including zip code)
1998 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
1998 NON-QUALIFIED DIRECTOR STOCK OPTION PLAN
1998 NON-QUALIFIED DIRECTOR STOCK OPTION PLAN FOR
CENTRAL ILLINOIS BANCORP, INC. SUBSIDIARY DIRECTORS
(Full title of the plans)
DONALD J. STRAKA
SENIOR VICE PRESIDENT, SECRETARY AND
GENERAL COUNSEL
CENTRAL ILLINOIS BANCORP, INC.
N27 W24025 PAUL COURT
PEWAUKEE, WISCONSIN 53072
(Name and address of agent for service)
(414) 695-6010
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
CHRISTOPHER J. ZINSKI
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5548
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<S> <C> <C> <C> <C>
PROPOSED
AMOUNT MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) REGISTRATION FEE
---------------------- ---------- -------------- ------------------ ----------------
Common Stock, par value
$1.00 per share 3,520 (1) $6,734,836.81 $1,872.28
</TABLE>
<PAGE>
(1) Estimated pursuant to Rule 457(h) on the basis of the
price per share at which options to acquire 3,193 shares
of Common Stock may be exercised and at the book value
per share, as of January 31, 1999, for 327 shares of
Common Stock for which the option exercise price has not
yet been fixed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by
Central Illinois Bancorp, Inc. (the "Registrant") are
incorporated herein by reference:
(a) The Registrant's Registration Statement on
Form 10, filed with the Securities and
Exchange Commission (the "Commission") on
April 30, 1998, as amended by Amendment No. 1
thereto, filed with the Commission on June 25,
1998 ( as amended, the "Form 10");
(b) The Registrant's Quarterly Report on Form 10-Q
for the quarterly periods ended June 30, 1998
and September 30, 1998; and
(c) The description of the Registrant's Common
Stock, par value $1.00 per share, contained in
the Form 10.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed
incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Articles of
Incorporation provide that directors of the Registrant shall
not be personally liable for any damages for breach of
fiduciary duty as a director except in circumstances
involving a breach of a director's duty of loyalty to the
Registrant, acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of the
law, or transactions in which the director derives an
improper personal benefit and in certain other circumstances
<PAGE>
when liability is imposed under the Illinois Business
Corporation Act.
The Registrant's Amended and Restated Bylaws
provide that the Registrant shall indemnify its officers,
directors, employees and agents against claims or actions and
related expenses, including attorneys' fees, judgments and
fines arising as a result of serving at the request of the
Registrant in a similar capacity for another organization, if
the individual acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interest of the Registrant, and as to a criminal action, if
the individual had no reasonable cause to believe his conduct
was unlawful. This indemnification is available both with
respect to actions by third parties and derivative actions
brought on behalf of the Registrant.
The Registrant also maintains insurance coverage
for the benefit of its directors and officers. This
insurance provides coverage for many types of claims,
including some claims for which indemnification is available
as described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by
reference herein are set forth in the Exhibit Index filed as
part of this registration statement on page 6 hereof.
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(1) 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 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 not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
<PAGE>
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3,
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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(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.
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.
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.
<PAGE>
SIGNATURES
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
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of
Pewaukee, State of Wisconsin, on February 25, 1999.
CENTRAL ILLINOIS BANCORP, INC.
(Registrant)
By: /s/ J. Michael Straka
------------------------------
J. Michael Straka
President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints
J. Michael Straka or Steven T. Klitzing, or either of them,
as such person's true and lawful attorneys-in-fact to execute
in the name of each such person, and to file, any amendments
to this registration statement that either of such
attorneys-in-fact will deem necessary or desirable to enable
the to comply with the Securities Act of 1933, as amended,
and any rules, regulations, and requirements of the
Securities and Exchange Commission with respect thereto, in
connection with the registration of the shares of Common
Stock which are the subject of this Registration Statement,
which amendments may make such changes in such registration
statement as either of the above-named attorneys-in-fact
deems appropriate, and to comply with the undertakings of the
Registrant made in connection with this registration
statement; and each of the undersigned hereby ratifies all
that either of said attorneys will do or cause to be done by
virtue hereof.
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ J. Michael Straka President and Chief Executive Feb. 25, 1999
- ---------------------------------- Officer (Principal Executive
J. Michael Straka Officer) and Director
/s/ Steven T. Klitzing Chief Financial Officer Feb. 25, 1999
- ---------------------------------- (Principal Financial Officer)
Steven T. Klitzing
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Jose Araujo Director Feb. 25, 1999
- ----------------------------------
Jose Araujo
/s/ Norman Baker Director Feb. 25, 1999
- ----------------------------------
Norman Baker
/s/ John T. Bean Director Feb. 25, 1999
- ----------------------------------
John T. Bean
/s/ W. Scott Blake Director Feb. 25, 1999
- ----------------------------------
W. Scott Blake
- ---------------------------------- Director Feb. 25, 1999
Steven C. Hillard
/s/ Dean Katsaros Director Feb. 25, 1999
- ----------------------------------
Dean Katsaros
/s/ Jerry D. Maahs Director Feb. 25, 1999
- ----------------------------------
Jerry D. Maahs
/s/ Donald M. Trilling Director and Chairman of the Feb. 25, 1999
- ---------------------------------- Board of Directors
Donald M. Trilling
/s/ Howard E. Zimmerman Director Feb. 25, 1999
- ----------------------------------
Howard E. Zimmerman
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION*
- ------- -----------
4.1 Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to
the Registrant's Form 10, as filed with the
Commission on April 30, 1998, and amended by
Amendment No. 1 thereto, as filed with the
Commission on June 25, 1998).
4.2 By-Laws of the Registrant, as amended
(incorporated herein by reference to the
Registrant's Form 10, as filed with the
Commission on April 30, 1998, and amended by
Amendment No. 1 thereto, as filed with the
Commission on June 25, 1998).
4.3 Form of 1998 Non-Qualified Employee Stock Option
Agreement
4.4 Form of 1998 Non-Qualified Director Stock Option
Agreement
4.5 Form of 1998 Non-Qualified Subsidiary Director
Stock Option Agreement
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of Striegel Knobloch & Company LLC
23.2 Consent of Schiff Hardin & Waite
(contained in their opinion filed as
Exhibit 5).
24 Powers of Attorney (contained on the signature
pages hereto).
* Unless otherwise indicated, all documents incorporated
by reference to prior filings have been filed under Commission
File No. 000-24149.
EXHIBIT 4.3
-----------
CENTRAL ILLINOIS BANCORP, INC.
FORM OF 1998 NON-QUALIFIED EMPLOYEE
STOCK OPTION AGREEMENT
[Date]
This Central Illinois Bancorp, Inc. Employee Stock Option
Agreement (the "Agreement") is made and entered into this ___ day of
_____, 199__ by and between Central Illinois Bancorp, Inc., an
Illinois corporation, with its principal office located at 2913 W.
Kirby Avenue, Champaign, Illinois, 61821 (CIBI) and
___________________ (Participant).
WITNESSETH:
WHEREAS, on February 25, 1998 the Board of Directors of CIBI
adopted the Central Illinois Bancorp, Inc. Non-Qualified Employee
Stock Option Plan (the "Plan"), a copy of which is attached hereto as
Exhibit A and made a part hereof by this reference, to permit options
to purchase shares of CIBI's common stock (the "Stock") to be granted
to certain key employees of CIBI or any of its subsidiaries;
WHEREAS, Participant has been granted options pursuant to the
Plan to become effective on ____________, 199__ (the "Grant Date");
WHEREAS, on April 30, 1998, the shareholders of CIBI approved the
Plan; and
WHEREAS, Participant is a key employee of CIBI and/or its
subsidiaries, and CIBI desires Participant to remain in such employ by
providing Participant with a means to acquire or to increase
Participant's proprietary interest in the success of CIBI and its
subsidiaries.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, understandings and agreements herein set forth, and for
other good and valuable consideration, the parties hereby mutually
covenant and agree as follows:
1. Subject to the terms and conditions of the Plan and this
Agreement, CIBI irrevocably grants to Participant, as a matter of
separate agreement and not in lieu of salary or any other compensation
for services, the option to purchase from CIBI all or part of an
aggregate number of ___ shares of Stock (such shares of stock are
hereinafter referred to as the "Optioned Shares", and the option to
purchase the Optioned Shares is referred to as the "Option"). It is
intended that the Option granted to Participant pursuant to the Plan
and this Agreement is designated as a non-qualified option and not to
be treated as an incentive stock option within the meaning of Section
422A of the Internal Revenue Code of 1986, as currently amended.
<PAGE>
2. The price to be paid for the Optioned Shares shall be
_______________________ ($______) per share, which is not less than
100% of the fair market value of the Optioned Shares on the Grant
Date. Such fair market value was determined by the Board of Directors
of CIBI, utilizing the same formula as has been utilized in prior
private placement memorandums because there is no market in which the
Stock, including the Optioned Shares, are actively traded.
3. Subject to the terms and conditions of the Plan and this
Agreement, and except as otherwise provided herein, the Option may be
exercised by the Participant only while in the employ of CIBI or any
of its subsidiaries, in whole or in part and from time to time as
provided in this Agreement, and only during the period beginning on
the Grant Date and ending on the ___ day of ______, 200__ (the
"Expiration Date").
4. The Option may not be assigned, transferred (except by will
or the laws of descent and distribution in accordance with the terms
of this Agreement), pledged or hypothecated in any way (whether by
operation of law or otherwise), and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option contrary to
the provisions of this Agreement, and the levy of any attachment or
similar process on the Option shall be null and void and without
effect.
5. The Option may be exercised only by written notice delivered
or mailed by postage paid registered or certified mail, addressed to
CIBI at the office above mentioned, specifying the number of Optioned
Shares being purchased. Such notice shall be accompanied by tender of
payment of the entire option price for the Optioned Shares being
purchased either in cash, certified check, or bank draft payable to
the order of CIBI. Upon receipt of payment of the entire purchase
price for the Optioned Shares purchased, a certificate or certificates
evidencing such Optioned Shares shall be issued to Participant. The
Optioned Shares purchased shall be fully paid and nonassessable,
except as may be imposed by the Illinois Business Corporation Act of
1983, as amended.
6. Participant agrees that upon exercise of the Option and
purchase of the Optioned Shares, he/she shall not sell or dispose of
the stock received within two (2) years after the Option is granted,
and said Optioned Shares will be held for at least one year after
purchase and transferred to Participant.
7. Participant shall remain in the employ of CIBI, or any of
its subsidiaries, for a period of at least twelve (12) months
(commencing on the first day of the month of the Grant Date), or until
Participant's earlier termination or retirement at the pleasure of
CIBI or of the appropriate subsidiary.
8. Participant understands and agrees that by entering into
this Agreement it does not confer upon him/her any right to continue
2
<PAGE>
in the employ of CIBI or any such subsidiary and that it does not
prejudice or interfere in any way with the right of CIBI or any such
subsidiary to terminate the employment of Participant at any time.
9. It is agreed that if Participant ceases to be an employee of
CIBI or any of its subsidiaries for any reason other than termination
without cause, disability or death, then the Option shall be null and
void and terminate. If Participant is terminated for any reason other
than cause, Participant may exercise within ninety (90) days of such
termination any unexercised options that could have been exercised
pursuant to and in accordance with paragraph 11 of this Agreement as
of the termination date. If Participant ceases to be an employee of
CIBI or any of its subsidiaries by reason of disability, the Option
may be exercised to the extent otherwise exercisable at the date of
employee's disability, in whole or in part, or within twelve (12)
months after the date of such disability and not thereafter, but in no
event later than the Expiration Date. Notwithstanding anything to the
contrary in this Agreement, if Participant dies while in the employ of
CIBI or any of its subsidiaries, the entire Option to the extent not
otherwise exercised, may be exercised within twelve (12) months after
the date of death by the person(s) to whom the Option is transferred
by laws or applicable laws of descent and distribution, subject to the
terms and conditions of this Agreement and the Plan, but in no event
later than the Expiration Date.
For purposes of this paragraph, "cause" shall mean: a) the
willful failure of Participant to substantially perform his/her duties
with CIBI or any of its subsidiaries (other than any such failure
resulting from Participant incapacity due to physical or mental
illness) after a written demand for substantial performance is
delivered to Participant specifically identifying the manner in which
Participant has not substantially performed his/her duties; b) any
willful act of misconduct by Participant which is materially injurious
to CIBI or its subsidiaries (monetarily or otherwise); c) a criminal
indictment or conviction of Participant for any felony or act
involving dishonesty, breach of trust, or a violation of the laws of
the United States; d) a breach of fiduciary duty involving personal
profit; e) a willful violation of any law, rule, regulation or final
cease and desist order; f) incompetence, personal dishonesty or
material violation of any employment policy of CIBI or any of its
subsidiaries relating to Participant which would have a material
adverse effect on CIBI or any of its subsidiaries; or g) suspension,
removal and/or prohibition (whether temporary or permanent) from
participating in the affairs of CIBI or any of its subsidiaries.
10. Participant understands and agrees that he/she shall not be
deemed, for any purpose, to be a stockholder of CIBI with respect to
any shares which may be acquired hereunder except to the extent that
the Option shall have been exercised with respect thereto and a stock
certificate(s) issued therefor.
11. Except and to the extent as otherwise provided in this
Agreement, the Option may only be exercised during the life of
3
<PAGE>
Participant and only by Participant as follows: (A) 20% of the Option
per annum on each anniversary date or during such one year period
following each anniversary date of the Grant Date; (B) 100% of the
Option on the 5 year anniversary date and thereafter until the
Expiration Date; or (C) accumulation of unexercised options, i.e. 20%
at or after 1 year anniversary; 40% at or after 2 year anniversary;
60% at or after 3 year anniversary; 80% at or after 4 year
anniversary; 100% at or after 5 year anniversary and thereafter until
the Expiration Date.
12. Participant agrees that the existence of the Option herein
granted shall not affect in any way the right or power of CIBI or its
stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in CIBI's capital
structure or its business, or any merger or consolidation of CIBI, or
any issuance of bonds, debentures, preferred or prior preference stock
ahead of or affecting the Stock or the rights thereof, or dissolution
or liquidation of CIBI, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding
whether of a similar character or otherwise. Notwithstanding anything
contained in Paragraph 11 of this Agreement, upon any change in
control, merger or consolidation whereby the CEO of CIBI is not the
CEO of the resulting company and the members of the Board of Directors
of CIBI, or any number thereof prior to such change in control, merger
or consolidation do not constitute a majority plus one director of the
total number of directors appointed to the Board of Directors of the
resulting company; or liquidation, or sale or transfer by CIBI of
substantially all of its assets, all Options granted shall become
immediately vested and exercisable whether or not exercisable at such
time. Except as otherwise provided herein, in the event of a merger,
consolidation, reorganization, recapitalization, reclassification of
stock, stock dividend, stock-split, or other change in the corporate
structure or capitalization of CIBI affecting CIBI's common stock as
presently constituted, appropriate adjustments shall be made by the
Board of Directors in the aggregate number and kind of shares subject
to the Plan, the maximum number and kind of shares for which options
may be granted in any calendar year, the maximum number and kind of
shares for which options may be granted to any employee, and the
number and kind of shares and the price per share subject to
outstanding options.
13. Participant agrees for himself/ herself, and his/her heirs,
legatees, and legal representatives that, with respect to all Stock
acquired pursuant to the terms and conditions of this Agreement,
he/she and his/her heirs, legatees and legal representatives will not
sell or otherwise dispose of such shares, except pursuant to an
effective registration statement under the Securities Act of 1933, as
amended (the "Act"), if applicable, or except in a transaction which,
in the opinion of counsel for CIBI, is exempt from registration under
the Act.
14. As a condition of granting the Option, Participant agrees
for himself/herself and his/her legal representatives, at his/her
4
<PAGE>
expense, that any dispute or disagreement which may arise under, or as
a result of or pursuant to the Plan or this Agreement shall be
determined by a Committee, as appointed by the Board of Directors of
CIBI, and any interpretation by the Board of Directors of the terms of
the Plan or this Agreement shall be final, binding, and conclusive.
IN WITNESS WHEREOF, CIBI has caused this instrument to be
executed by its duly authorized officers and Participant has hereunto
affixed his/her hand on the day and year first above-written.
CENTRAL ILLINOIS BANCORP, INC.
By:___________________________ Attest:____________________________
President Secretary/Assistant
Secretary
PARTICIPANT
______________________________
____________________
5
EXHIBIT 4.4
-----------
CENTRAL ILLINOIS BANCORP, INC.
FORM OF 1998 NON-QUALIFIED DIRECTOR
STOCK OPTION AGREEMENT
[Date]
This Central Illinois Bancorp, Inc. Non-Employee Director Stock
Option Agreement (the "Agreement") is made and entered into this ___
day of _____, 199__ by and between Central Illinois Bancorp, Inc., an
Illinois corporation, with its principal office located at 2913 W.
Kirby Avenue, Champaign, Illinois, 61821 (CIBI) and _______________
(Participant).
WITNESSETH:
WHEREAS, on March 26, 1998 the Board of Directors of CIBI adopted
the Central Illinois Bancorp, Inc. Non-Qualified Director Stock Option
Plan (the "Plan"), a copy of which is attached hereto as Exhibit A and
made a part hereof by this reference, to permit options to purchase
shares of CIBI's common stock (the "Stock") to be granted to non-
employee directors of CIBI or any of its subsidiaries effective
February 25, 1998 (the "Grant Date");
WHEREAS, on April 30, 1998, the shareholders of CIBI adopted the
Plan; and
WHEREAS, Participant is a director of CIBI or one or more of its
subsidiaries, and CIBI desires Participant to remain in such
directorship by providing Participant with a means to acquire or to
increase Participant's proprietary interest in the success of CIBI and
its subsidiaries.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, understandings and agreements herein set forth, and for
other good and valuable consideration, the parties hereby mutually
covenant and agree as follows:
1. Subject to the terms and conditions of the Plan and this
Agreement, CIBI irrevocably grants to Participant, as a matter of
separate agreement and not in lieu of salary or any other compensation
for services, the option to purchase from CIBI all or part of an
aggregate number of ___ shares of Stock (such shares of stock are
hereinafter referred to as the "Optioned Shares", and the option to
purchase the Optioned Shares is referred to as the "Option"). It is
intended that the Option granted to Participant pursuant to the Plan
and this Agreement is designated as a non-qualified option and not to
be treated as an incentive stock option within the meaning of Section
422A of the Internal Revenue Code of 1986, as currently amended.
2. The price to be paid for the Optioned Shares shall be
_______________ ($______) per share, which is not less than 100% of
<PAGE>
the fair market value of the Optioned Shares on the Grant Date. Such
fair market value was determined by the Board of Directors of CIBI,
utilizing the same formula as has been utilized in prior private
placement memorandums because there is no market in which the Stock,
including the Optioned Shares, are actively traded.
3. Subject to the terms and conditions of the Plan and this
Agreement, and except as otherwise provided herein, the Option may be
exercised by the Participant only while in the employ of CIBI or any
of its subsidiaries, in whole or in part and from time to time as
provided in this Agreement, and only during the period beginning on
the Grant Date and ending on the ___ day of ______, 200__ (the
"Expiration Date").
4. The Option may not be assigned, transferred (except by will
or the laws of descent and distribution in accordance with the terms
of this Agreement), pledged or hypothecated in any way (whether by
operation of law or otherwise), and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option contrary to
the provisions of this Agreement, and the levy of any attachment or
similar process on the Option shall be null and void and without
effect.
5. The Option may be exercised only by written notice delivered
or mailed by postage paid registered or certified mail, addressed to
CIBI at the office above mentioned, specifying the number of Optioned
Shares being purchased. Such notice shall be accompanied by tender of
payment of the entire option price for the Optioned Shares being
purchased either in cash, certified check, or bank draft payable to
the order of CIBI. Upon receipt of payment of the entire purchase
price for the Optioned Shares purchased, a certificate or certificates
evidencing such Optioned Shares shall be issued to Participant. The
Optioned Shares purchased shall be fully paid and nonassessable,
except as may be imposed by the Illinois Business Corporation Act of
1983, as amended.
6. Participant agrees that upon exercise of the Option and
purchase of the Optioned Shares, he/she shall not sell or dispose of
the stock received within two (2) years after the Option is granted,
and said Optioned Shares will be held for at least one year after
purchase and transferred to Participant.
7. Participant shall remain a director of CIBI or any of its
subsidiaries for a continuous period of at least twelve (12) months
(commencing on the first day of the month of the Grant Date), or until
Participant's earlier termination or retirement at the pleasure of
CIBI or of the appropriate subsidiary.
8. Participant understands and agrees that by entering into
this Agreement it does not confer upon him/her any right to continue
in the directorship of CIBI, or any such subsidiary, and that it does
not prejudice or interfere in any way with the right of CIBI or any
2
<PAGE>
such subsidiary to terminate the directorship of the Participant at
any time.
9. It is agreed that if Participant ceases to be a director of
CIBI or any subsidiary for any reason other than termination without
cause, disability or death, then the Option shall be null and void and
terminate. If Participant is terminated for any reason other than
cause, Participant may exercise within ninety (90) days of such
termination any unexercised options that could have been exercised
pursuant to and in accordance with paragraph 11 of this Agreement as
of the termination date. If Participant ceases to be a director of
CIBI or any subsidiary by reason of disability, the Option may be
exercised to the extent otherwise exercisable at the date of
Participant's disability, in whole or in part, or within twelve (12)
months after the date of such disability and not thereafter, but in no
event later than the Expiration Date. Notwithstanding anything to the
contrary in this Agreement, if Participant dies while a director of
CIBI or any subsidiary, the entire Option to the extent not otherwise
exercised, may be exercised within twelve (12) months after the date
of death by the person(s) to whom the Option is transferred by laws or
applicable laws of descent and distribution, subject to the terms and
conditions of this Agreement and the Plan, but in no event later than
the Expiration Date.
For purposes of this paragraph, "cause" shall mean: a) the
willful failure of Participant to substantially perform his/her duties
with CIBI or any of its subsidiaries (other than any such failure
resulting from Participant incapacity due to physical or mental
illness) after a written demand for substantial performance is
delivered to Participant specifically identifying the manner in which
Participant has not substantially performed his/her duties; b) any
willful act of misconduct by Participant which is materially injurious
to CIBI or its subsidiaries (monetarily or otherwise); c) a criminal
indictment or conviction of Participant for any felony or act
involving dishonesty, breach of trust, or a violation of the laws of
the United States; d) a breach of fiduciary duty involving personal
profit; e) a willful violation of any law, rule, regulation or final
cease and desist order; f) incompetence, personal dishonesty or
material violation of any employment policy of CIBI or any of its
subsidiaries relating to Participant which would have a material
adverse effect on CIBI or any of its subsidiaries; or g) suspension,
removal and/or prohibition (whether temporary or permanent) from
participating in the affairs of CIBI or any of its subsidiaries.
10. Participant understands and agrees that he/she shall not be
deemed, for any purpose, to be a stockholder of CIBI with respect to
any shares which may be acquired hereunder except to the extent that
the Option shall have been exercised with respect thereto and a stock
certificate(s) issued therefor.
11. Except and to the extent as otherwise provided in this
Agreement, the Option may only be exercised during the life of
Participant and only by Participant as follows: (A) 20% of the Option
3
<PAGE>
per annum on each anniversary date or during such one year period
following each anniversary date of the Grant Date; (B) 100% of the
Option on the 5 year anniversary date and thereafter until the
Expiration Date; or (C) accumulation of unexercised options, i.e. 20%
at or after 1 year anniversary; 40% at or after 2 year anniversary;
60% at or after 3 year anniversary; 80% at or after 4 year
anniversary; 100% at or after 5 year anniversary and thereafter until
the Expiration Date.
12. Participant agrees that the existence of the Option herein
granted shall not affect in any way the right or power of CIBI or its
stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in CIBI's capital
structure or its business, or any merger or consolidation of CIBI, or
any issuance of bonds, debentures, preferred or prior preference stock
ahead of or affecting the stock or the rights thereof, or dissolution
or liquidation of CIBI, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding
whether of a similar character or otherwise. Notwithstanding anything
contained in Paragraph 11 of this Agreement, upon any change in
control, merger or consolidation whereby the CEO of CIBI is not the
CEO of the resulting company and the members of the Board of Directors
of CIBI, or any number thereof prior to such change in control, merger
or consolidation do not constitute a majority plus one director of the
total number of directors appointed to the Board of Directors of the
resulting company; or liquidation, or sale or transfer by CIBI of
substantially all of its assets, all Options granted shall become
immediately vested and exercisable whether or not exercisable at such
time. Except as otherwise provided herein, in the event of a merger,
consolidation, reorganization, recapitalization, reclassification of
stock, stock dividend, stock-split, or other change in the corporate
structure or capitalization of CIBI affecting CIBI's common stock as
presently constituted, appropriate adjustments shall be made by the
Board of Directors in the aggregate number and kind of shares subject
to the Plan, the maximum number and kind of shares for which options
may be granted in any calendar year, the maximum number and kind of
shares for which options may be granted to any Participant, and the
number and kind of shares and the price per share subject to
outstanding options.
13. Participant agrees for himself/ herself, and his/her heirs,
legatees, and legal representatives that, with respect to all Stock
acquired pursuant to the terms and conditions of this Agreement,
he/she and his/her heirs, legatees and legal representatives will not
sell or otherwise dispose of such shares, except pursuant to an
effective registration statement under the Securities Act of 1933, as
amended (the "Act"), if applicable, or except in a transaction which,
in the opinion of counsel for CIBI, is exempt from registration under
the Act.
14. As a condition of granting the Option, Participant agrees
for himself/herself and his/her legal representatives, at his/her
expense, that any dispute or disagreement which may arise under, or as
4
<PAGE>
a result of or pursuant to the Plan or this Agreement shall be
determined by a Committee, as appointed by the Board of Directors of
CIBI, and any interpretation by the Board of Directors of the terms of
the Plan or this Agreement shall be final, binding, and conclusive.
IN WITNESS WHEREOF, CIBI has caused this instrument to be
executed by its duly authorized officers and Participant has hereunto
affixed his/her hand on the day and year first above-written.
CENTRAL ILLINOIS BANCORP, INC.
By:___________________________ Attest:____________________________
President Secretary/Assistant
Secretary
PARTICIPANT
______________________________
____________________
5
EXHIBIT 4.5
-----------
CENTRAL ILLINOIS BANCORP, INC.
FORM OF 1998 NON-QUALIFIED SUBSIDIARY DIRECTOR
STOCK OPTION AGREEMENT
[Date]
This Central Illinois Bancorp, Inc. Non-Employee Director Stock
Option Agreement (the "Agreement") is made and entered into this ___
day of _____, 199__ by and between Central Illinois Bancorp, Inc., an
Illinois corporation, with its principal office located at 2913 W.
Kirby Avenue, Champaign, Illinois, 61821 (CIBI) and _______________
(Participant).
WITNESSETH:
WHEREAS, on March 26, 1998 the Board of Directors of CIBI adopted
the Central Illinois Bancorp, Inc. Non-Qualified Director Stock Option
Plan (the "Plan"), a copy of which is attached hereto as Exhibit A and
made a part hereof by this reference, to permit options to purchase
shares of CIBI's common stock (the "Stock") to be granted to non-
employee directors of CIBI or any of its subsidiaries effective
February 25, 1998 (the "Grant Date");
WHEREAS, on April 30, 1998, the shareholders of CIBI adopted the
Plan; and
WHEREAS, Participant is a director of CIBI or one or more of its
subsidiaries, and CIBI desires Participant to remain in such
directorship by providing Participant with a means to acquire or to
increase Participant's proprietary interest in the success of CIBI and
its subsidiaries.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, understandings and agreements herein set forth, and for
other good and valuable consideration, the parties hereby mutually
covenant and agree as follows:
1. Subject to the terms and conditions of the Plan and this
Agreement, CIBI irrevocably grants to Participant, as a matter of
separate agreement and not in lieu of salary or any other compensation
for services, the option to purchase from CIBI all or part of an
aggregate number of ___ shares of Stock (such shares of stock are
hereinafter referred to as the "Optioned Shares", and the option to
purchase the Optioned Shares is referred to as the "Option"). It is
intended that the Option granted to Participant pursuant to the Plan
and this Agreement is designated as a non-qualified option and not to
be treated as an incentive stock option within the meaning of Section
422A of the Internal Revenue Code of 1986, as currently amended.
2. The price to be paid for the Optioned Shares shall be
_______________ ($______) per share, which is not less than 100% of
the fair market value of the Optioned Shares on the Grant Date. Such
fair market value was determined by the Board of Directors of CIBI,
<PAGE>
utilizing the same formula as has been utilized in prior private
placement memorandums because there is no market in which the Stock,
including the Optioned Shares, are actively traded.
3. Subject to the terms and conditions of the Plan and this
Agreement, and except as otherwise provided herein, the Option may be
exercised by the Participant only while in the employ of CIBI or any
of its subsidiaries, in whole or in part and from time to time as
provided in this Agreement, and only during the period beginning on
the Grant Date and ending on the ___ day of ______, 200__ (the
"Expiration Date").
4. The Option may not be assigned, transferred (except by will
or the laws of descent and distribution in accordance with the terms
of this Agreement), pledged or hypothecated in any way (whether by
operation of law or otherwise), and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option contrary to
the provisions of this Agreement, and the levy of any attachment or
similar process on the Option shall be null and void and without
effect.
5. The Option may be exercised only by written notice delivered
or mailed by postage paid registered or certified mail, addressed to
CIBI at the office above mentioned, specifying the number of Optioned
Shares being purchased. Such notice shall be accompanied by tender of
payment of the entire option price for the Optioned Shares being
purchased either in cash, certified check, or bank draft payable to
the order of CIBI. Upon receipt of payment of the entire purchase
price for the Optioned Shares purchased, a certificate or certificates
evidencing such Optioned Shares shall be issued to Participant. The
Optioned Shares purchased shall be fully paid and nonassessable,
except as may be imposed by the Illinois Business Corporation Act of
1983, as amended.
6. Participant agrees that upon exercise of the Option and
purchase of the Optioned Shares, he/she shall not sell or dispose of
the stock received within two (2) years after the Option is granted,
and said Optioned Shares will be held for at least one year after
purchase and transferred to Participant.
7. Participant shall remain a director of CIBI or any of its
subsidiaries for a continuous period of at least twelve (12) months
(commencing on the first day of the month of the Grant Date), or until
Participant's earlier termination or retirement at the pleasure of
CIBI or of the appropriate subsidiary.
8. Participant understands and agrees that by entering into
this Agreement it does not confer upon him/her any right to continue
in the directorship of CIBI, or any such subsidiary, and that it does
not prejudice or interfere in any way with the right of CIBI or any
such subsidiary to terminate the directorship of the Participant at
any time.
2
<PAGE>
9. It is agreed that if Participant ceases to be a director of
CIBI or any subsidiary for any reason other than termination without
cause, disability or death, then the Option shall be null and void and
terminate. If Participant is terminated for any reason other than
cause, Participant may exercise within ninety (90) days of such
termination any unexercised options that could have been exercised
pursuant to and in accordance with paragraph 11 of this Agreement as
of the termination date. If Participant ceases to be a director of
CIBI or any subsidiary by reason of disability, the Option may be
exercised to the extent otherwise exercisable at the date of
Participant's disability, in whole or in part, or within twelve (12)
months after the date of such disability and not thereafter, but in no
event later than the Expiration Date. Notwithstanding anything to the
contrary in this Agreement, if Participant dies while a director of
CIBI or any subsidiary, the entire Option to the extent not otherwise
exercised, may be exercised within twelve (12) months after the date
of death by the person(s) to whom the Option is transferred by laws or
applicable laws of descent and distribution, subject to the terms and
conditions of this Agreement and the Plan, but in no event later than
the Expiration Date.
For purposes of this paragraph, "cause" shall mean: a) the
willful failure of Participant to substantially perform his/her duties
with CIBI or any of its subsidiaries (other than any such failure
resulting from Participant incapacity due to physical or mental
illness) after a written demand for substantial performance is
delivered to Participant specifically identifying the manner in which
Participant has not substantially performed his/her duties; b) any
willful act of misconduct by Participant which is materially injurious
to CIBI or its subsidiaries (monetarily or otherwise); c) a criminal
indictment or conviction of Participant for any felony or act
involving dishonesty, breach of trust, or a violation of the laws of
the United States; d) a breach of fiduciary duty involving personal
profit; e) a willful violation of any law, rule, regulation or final
cease and desist order; f) incompetence, personal dishonesty or
material violation of any employment policy of CIBI or any of its
subsidiaries relating to Participant which would have a material
adverse effect on CIBI or any of its subsidiaries; or g) suspension,
removal and/or prohibition (whether temporary or permanent) from
participating in the affairs of CIBI or any of its subsidiaries.
10. Participant understands and agrees that he/she shall not be
deemed, for any purpose, to be a stockholder of CIBI with respect to
any shares which may be acquired hereunder except to the extent that
the Option shall have been exercised with respect thereto and a stock
certificate(s) issued therefor.
11. Except and to the extent as otherwise provided in this
Agreement, the Option may only be exercised during the life of
Participant and only by Participant as follows: (A) 20% of the Option
per annum on each anniversary date or during such one year period
following each anniversary date of the Grant Date; (B) 100% of the
Option on the 5 year anniversary date and thereafter until the
3
<PAGE>
Expiration Date; or (C) accumulation of unexercised options, i.e. 20%
at or after 1 year anniversary; 40% at or after 2 year anniversary;
60% at or after 3 year anniversary; 80% at or after 4 year
anniversary; 100% at or after 5 year anniversary and thereafter until
the Expiration Date.
12. Participant agrees that the existence of the Option herein
granted shall not affect in any way the right or power of CIBI or its
stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in CIBI's capital
structure or its business, or any merger or consolidation of CIBI, or
any issuance of bonds, debentures, preferred or prior preference stock
ahead of or affecting the stock or the rights thereof, or dissolution
or liquidation of CIBI, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding
whether of a similar character or otherwise. Notwithstanding anything
contained in Paragraph 11 of this Agreement, upon any change in
control, merger or consolidation whereby the CEO of CIBI is not the
CEO of the resulting company and the members of the Board of Directors
of CIBI, or any number thereof prior to such change in control, merger
or consolidation do not constitute a majority plus one director of the
total number of directors appointed to the Board of Directors of the
resulting company; or liquidation, or sale or transfer by CIBI of
substantially all of its assets, all Options granted shall become
immediately vested and exercisable whether or not exercisable at such
time. Except as otherwise provided herein, in the event of a merger,
consolidation, reorganization, recapitalization, reclassification of
stock, stock dividend, stock-split, or other change in the corporate
structure or capitalization of CIBI affecting CIBI's common stock as
presently constituted, appropriate adjustments shall be made by the
Board of Directors in the aggregate number and kind of shares subject
to the Plan, the maximum number and kind of shares for which options
may be granted in any calendar year, the maximum number and kind of
shares for which options may be granted to any Participant, and the
number and kind of shares and the price per share subject to
outstanding options.
13. Participant agrees for himself/herself, and his/her heirs,
legatees, and legal representatives that, with respect to all Stock
acquired pursuant to the terms and conditions of this Agreement,
he/she and his/her heirs, legatees and legal representatives will not
sell or otherwise dispose of such shares, except pursuant to an
effective registration statement under the Securities Act of 1933, as
amended (the "Act"), if applicable, or except in a transaction which,
in the opinion of counsel for CIBI, is exempt from registration under
the Act.
14. As a condition of granting the Option, Participant agrees
for himself/herself and his/her legal representatives, at his/her
expense, that any dispute or disagreement which may arise under, or as
a result of or pursuant to the Plan or this Agreement shall be
determined by a Committee, as appointed by the Board of Directors of
4
<PAGE>
CIBI, and any interpretation by the Board of Directors of the terms of
the Plan or this Agreement shall be final, binding, and conclusive.
IN WITNESS WHEREOF, CIBI has caused this instrument to be
executed by its duly authorized officers and Participant has hereunto
affixed his/her hand on the day and year first above-written.
CENTRAL ILLINOIS BANCORP, INC.
By:___________________________ Attest:____________________________
President Secretary/Assistant
Secretary
PARTICIPANT
______________________________
____________________
5
EXHIBIT 5
Christopher J. Zinski
(312) 258-5548
February 25, 1999
Central Illinois Bancorp, Inc.
N27 W24025 Paul Court
Pewaukee, Wisconsin 53072
RE: REGISTRATION ON FORM S-8 OF 3,520 SHARES OF
COMMON STOCK
Ladies and Gentlemen:
We have acted as counsel to Central Illinois Bancorp,
Inc., an Illinois corporation (the "Company") in connection
with the Company's filing of a Registration Statement on Form
S-8 (the "Registration Statement") covering shares of common
stock, par value $1.00 per share, of the Company (the
"Shares"), to be offered and sold pursuant to the terms of the
Company's 1998 Non-Qualified Employee Stock Option Plan , 1998
Non-Qualified Directors Stock Option Plan, and 1998
Non-Qualified Directors Stock Option Plan for Central Illinois
Bancorp, Inc. Subsidiary Directors, each dated February 25,
1998 (the "Plans").
In this connection, we have considered such questions of
law and have examined such documents as we have deemed
necessary to enable us to render the opinions contained
herein. Based on the foregoing, it is our opinion that those
Shares that are originally issued shares, when issued pursuant
to the terms of the Plans and subject the conditions thereof,
will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Christopher J. Zinski
--------------------------------
Christopher J. Zinski
CJZ:pk
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent
to the incorporation by reference in this Registration
Statement on Form S-8 of our report, dated February 23, 1998,
included in the Registration Statement on Form 10 of Central
Illinois Bancorp, Inc., as filed with the Securities and
Exchange Commission on April 30, 1998 and amended by Amendment
No. 1 thereto, as filed with the Securities and Exchange
Commission on June 25, 1998, and to all references to our firm
included in this Registration Statement.
/s/ STRIEGEL KNOBLOCH & COMPANY LLC
Bloomington, Illinois
February 24, 1999
