<PAGE> 1
As Filed With the Securities and Exchange Commission
on March 14, 2000
Registration No. 333-
................................................................................
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
................................................................................
WILSON BANK HOLDING COMPANY
(Exact name of Registrant as Specified in its Charter)
TENNESSEE 62-1497076
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
WILSON BANK HOLDING CO.
623 W. MAIN STREET 37087
P.O. BOX 768 (Zip Code)
LEBANON, TENNESSEE
(Address of Principal Executive Offices)
Wilson Bank Holding Company 1999 Stock Option Plan
(Full title of the plan)
J. RANDALL CLEMONS
CHIEF EXECUTIVE OFFICER
623 W. MAIN STREET
P.O. BOX 768
LEBANON TENNESSEE
(Name and address of agent for service)
(615) 444-2265
(Telephone number, including area code, of agent for service)
Copy to:
BOB F. THOMPSON, ESQ.
BASS, BERRY & SIMS PLC
315 DEADERICK STREET, SUITE 2700
NASHVILLE, TENNESSEE 37238-0002
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to offering price aggregate offering Amount of
to be registered be registered per share (1) price (1) registration fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $2.00 per share 100,000 shares $32.00 $3,200,000 $844.80
==============================================================================================================================
</TABLE>
(1) The offering price is estimated solely for the purpose of determining the
amount of the registration fee in accordance with Rule 457(h) under the
Securities Act of 1933, as amended.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Wilson Bank Holding Company
(the "Registrant") with the Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 filed March 26,
1999;
(b) The Registrant's Quarterly Reports on Form 10-Q for
the fiscal quarters ended March 31, 1999, June 30,
1999 and September 30, 1999, respectively filed May
17, 1999, August 13, 1999 and November 12, 1999,
respectively; and
(c) The description of the Registrant's Common Stock
contained in the Registrant's Report on Form 8-A
filed July 13, 1992.
All documents and reports subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all shares covered hereby have been sold or which deregisters all such shares
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced for
purposes hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein) modifies or replaces such statement. Any
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part hereof.
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 Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (a) such person acted in good faith;
(b) in the case of conduct in an official capacity with the corporation, he
reasonably believed such conduct was in the corporation's best interests; (c) in
all other cases, he reasonably believed that his conduct was at least not
opposed to the best interests of the corporation; and (d) in connection with any
criminal proceeding, such person had no reasonable cause to believe his conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or officer
was adjudged to be liable
II-1
<PAGE> 3
to the corporation. The TBCA also provides that in connection with any
proceeding charging improper personal benefit to an officer or director, no
indemnification may be made if such officer or director is adjudged liable on
the basis that such personal benefit was improperly received. In cases where the
director or officer is wholly successful, on the merits or otherwise, in the
defense of any proceeding instigated because of his or her status as a director
or officer of a corporation, the TBCA mandates that the corporation indemnify
the director or officer against reasonable expenses incurred in the proceeding.
The TBCA provides that a court of competent jurisdiction, unless the
corporation's charter provides otherwise, upon application, may order that an
officer or director be indemnified for reasonable expenses if, in consideration
of all relevant circumstances, the court determines that such individual is
fairly and reasonably entitled to indemnification, notwithstanding the fact that
(a) such officer or director was adjudged liable to the corporation in a
proceeding by or in the right of the corporation; (b) such officer or director
was adjudged liable on the basis that personal benefit was improperly received
by him; or (c) such officer or director breached his duty of care to the
corporation.
The Registrant's Charter and Bylaws provide that the Registrant shall
indemnify its directors and officers to the fullest extent permitted by
applicable law. The Registrant's Bylaws provide further that the Registrant
shall advance expenses to each director and officer of the Registrant to the
full extent allowed by the laws of the state of Tennessee, both as now in effect
and as hereafter adopted. Under the Registrant's Charter and Bylaws, such
indemnification and advancement of expenses provisions are not exclusive of any
other right that a director or officer may have or acquire both as to action in
his or her official capacity and as to action in another capacity.
The Registrant believes that its Charter and Bylaw provisions are
necessary to attract and retain qualified persons as directors and officers.
The Registrant has in effect a directors' and officers' liability
insurance policy which provides coverage for its directors and officers. Under
this policy, the insurer agrees to pay, subject to certain exclusions, for any
claim made against a director or officer of the Registrant for a wrongful act by
such director or officer, but only if and to the extent such director or officer
becomes legally obligated to pay such claim.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
See Exhibit Index (Page II-6)
ITEM 9. UNDERTAKINGS
A. The undersigned 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, as amended
(the "Securities Act");
(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 hereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the
total dollar value of securities offered
II-2
<PAGE> 4
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(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;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if 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 Exchange Act, that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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 Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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 Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Lebanon, State of Tennessee, on the 13th day of
March, 2000.
WILSON BANK HOLDING COMPANY
By: /s/ Randall Clemons
---------------------------------------
J. Randall Clemons, President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints J. Randall Clemons and Becky Taylor his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully 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 as of the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Randall Clemons President, Chief Executive March 13, 2000
- ------------------------------ Officer and Director
J. Randall Clemons
/s/ Becky Taylor Chief Financial Officer and March 13, 2000
- ------------------------------ Principal Accounting Officer
Becky Taylor
/s/ Elmer Richerson Executive Vice President & March 13, 2000
- ------------------------------ Director
Elmer Richerson
Director March __, 2000
- ------------------------------
Charles Bell
Director March __, 2000
- ------------------------------
Jack W. Bell
Director March __, 2000
- ------------------------------
Mackey Bentley
</TABLE>
II-4
<PAGE> 6
<TABLE>
<S> <C> <C>
Director March __, 2000
- ------------------------------
James F. Comer
/s/ Jerry L. Franklin Director March 13, 2000
- ------------------------------
Jerry L. Franklin
/s/ John B. Freeman Director March 13, 2000
- ------------------------------
John B. Freeman
/s/ Marshall Griffith Director March 13, 2000
- ------------------------------
Marshall Griffith
/s/ Harold R. Patton Director March 13, 2000
- ------------------------------
Harold R. Patton
/s/ James Anthony Patton Director March 13, 2000
- ------------------------------
James Anthony Patton
/s/ John R. Trice Director March 13, 2000
- ------------------------------
John R. Trice
/s/ Robert T. VanHooser, Jr. Director March 13, 2000
- ------------------------------
Robert T. VanHooser, Jr.
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Exhibit Description
- ------------- -----------------------------------------------------------
<S> <C>
4 Wilson Bank Holding Company 1999 Stock Option Plan
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Maggart & Associates, P.C.
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included at pages II-4 and II-5)
</TABLE>
II-6
<PAGE> 1
EXHIBIT 4
WILSON BANK HOLDING COMPANY
1999 STOCK OPTION PLAN
SECTION 1. PURPOSE; DEFINITIONS.
The purpose of the Wilson Bank Holding Company 1999 Stock Option Plan
(the "Plan") is to enable Wilson Bank Holding Company (the "Corporation") to
attract, retain and reward key employees of the Corporation and its Subsidiaries
and Affiliates and to strengthen the mutuality of interests between such key
employees by awarding such key employees performance-based stock options. The
creation of the Plan shall not diminish or prejudice other compensation programs
approved from time to time by the Board.
For purposes of the Plan, the following terms shall be defined as set
forth below:
A. "Affiliate" means any entity other than the Corporation and its
Subsidiaries that is designated by the Board as a participating employer under
the Plan, provided that the Corporation directly or indirectly owns at least 20%
of the combined voting power of all classes of stock of such entity or at least
20% of the ownership interests in such entity.
B. "Board" means the Board of Directors of the Corporation.
C. "Cause" has the meaning provided in Section 5 of the Plan.
D. "Change in Control" has the meaning provided in Section 7 of the
Plan.
E. "Change in Control Price" has the meaning provided in Section 7(d)
of the Plan.
F. "Common Stock" means the Corporation's Common Stock, par value $2.00
per share.
G. "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.
H. "Committee" means the Committee referred to in Section 2 of the
Plan.
I. "Corporation" means Wilson Bank Holding Company, a corporation
organized under the laws of the State of Tennessee or any successor corporation.
J. "Disability" means disability as determined under the Group Long
Term Disability Insurance Plan of Wilson Bank & Trust, a Subsidiary of the
Corporation.
K. "Early Retirement" means retirement, for purposes of this Plan with
the express consent of the Corporation at or before the time of such retirement,
from active employment with
<PAGE> 2
the Corporation and any Subsidiary or Affiliate prior to age 65, in accordance
with any applicable early retirement policy of the Corporation then in effect or
as may be approved by the Committee.
L. "Effective Date" has the meaning provided in Section 11 of the Plan.
M. "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.
N. "Fair Market Value" means with respect to the Common Stock, as of
any given date or dates, unless otherwise determined by the Committee in good
faith, the reported closing price of a share of Common Stock on the Nasdaq Stock
Market or, if no such price is available, the average of the closing bid and
asked prices quoted (by electronic bulletin board, "pink sheets" or other
recognized quotation) in the over-the-counter market for the Common Stock, or,
if no such price is available on such date, the fair market value of a share of
Common Stock as determined by the Committee in good faith.
O. "Incentive Stock Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422 of
the Code.
P. "Immediate Family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include
adoptive relationships.
Q. "Non-Employee Director" means a member of the Board who is a
Non-Employee Director with the meaning of Rule 16b-3(b)(3) promulgated under the
Exchange Act and an outside director within the meaning of Treasury Regulation
Sec. 162-27(e)(3) promulgated under the Code.
R. "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
S. "Normal Retirement" means retirement from active employment with the
Corporation and any Subsidiary or Affiliate on or after age 65.
T. "Plan" means this Wilson Bank Holding Company 1998 Stock Option
Plan, as amended from time to time.
U. "Retirement" means Normal or Early Retirement.
V. "Section 162(m) Maximum" has the meaning provided in Section 3(a)
hereof.
W. "Stock Option" or "Option" means any option to purchase shares of
Common Stock granted pursuant to Section 5 below.
<PAGE> 3
X. "Subsidiary" means any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.
SECTION 2. ADMINISTRATION.
The Plan shall be administered by a Committee of not less than two
Non-Employee Directors, who shall be appointed by the Board and who shall serve
at the pleasure of the Board. The functions of the Committee specified in the
Plan may be exercised by an existing Committee of the Board composed exclusively
of Non-Employee Directors. The initial Committee shall be the Personnel
Committee of the Board. In the event that there are not at least two
Non-Employee Directors on the Board, the Plan shall be administered by the Board
and all references herein to the Committee shall refer to the Board.
The Committee shall have authority to recommend to the Board grants of
Stock Options, pursuant to the terms of the Plan, to officers and other key
employees. The Board shall have the authority to accept or reject the
Committee's recommendations.
In particular, the Committee shall have the authority, consistent with
the terms of the Plan and upon approval by the Board.
(a) to select the officers and key employees to whom Stock
Options may from time to time be granted hereunder;
(b) to determine whether and to what extent Incentive Stock
Options or Non-Qualified Stock Options, or any combination thereof, are
to be granted hereunder to one or more eligible persons;
(c) to determine the number of shares to be covered by each
such award granted hereunder;
(d) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder (including,
but not limited to, the share price and any restriction or limitation,
or any vesting acceleration or waiver of forfeiture restrictions
regarding any Stock Option and/or the shares of Common Stock relating
thereto, based in each case on such factors as the Committee shall
determine, in its sole discretion); and to amend or waive any such
terms and conditions to the extent permitted by Section 7 hereof;
(e) to determine whether and under what circumstances a Stock
Option may be settled in cash under Section 5(l), instead of Common
Stock;
<PAGE> 4
(f) to determine whether to require payment withholding
requirements in shares of Common Stock; and
(g) to impose any holding period required to satisfy Section
16 under the Exchange Act.
The Committee shall report any recommendations it makes concerning the
grant of Stock Options to the Board, who may approve, amend or reject any such
Committee recommendations; provided, that the Board shall not have the authority
to grant any Stock Option under any condition that has not been approved by the
Committee.
The Committee may adopt, alter, and repeal such rules, guidelines, and
practices governing the Plan as it shall, from time to time, deem advisable,
subject to Board approval.
The Committee shall have the authority to interpret the terms and
provisions of the Plan and any award issued under the Plan (and any agreements
relating thereto), and to otherwise supervise the administration of the Plan.
All decisions made by the Committee pursuant to the provisions of the
Plan shall be made subject to the review of the Board. Decisions of the Board
shall be final and binding on all persons, including the Corporation and Plan
participants. The Board may elect to delegate some or all of its authority
granted herein, except the authority given to the Board under Section 8, to the
Committee.
SECTION 3. SHARES OF COMMON STOCK SUBJECT TO PLAN.
(a) As of the Effective Date, the aggregate number of shares of Common
Stock that may be issued under the Plan shall be 75,000 shares initially.
Furthermore, the Corporation may issue additional shares under the Plan as
needed in order that the aggregate number of shares that may be issued during
the term of the Plan is equal to five percent (5.0%) of the shares of Common
Stock then issued and outstanding (including those shares of Common Stock issued
pursuant to the Plan). The shares of Common Stock issuable under the Plan may
consist, in whole or in part, of authorized and unissued shares or treasury
shares. No officer of the Corporation or other person whose compensation may be
subject to the limitations on deductibility under Section 162(m) of the Code
shall be eligible to receive awards pursuant to this Plan relating to in excess
of 10,000 shares of Common Stock in any fiscal year (the "Section 162(m)
Maximum").
(b) If any shares of Common Stock that have been optioned cease to be
subject to a Stock Option, such shares shall again be available for distribution
in connection with future awards under the Plan.
(c) In the event of any merger, reorganization, consolidation,
recapitalization, extraordinary cash dividend, stock dividend, stock split or
other change in corporate structure
<PAGE> 5
affecting the Common Stock, an appropriate substitution or adjustment shall be
made in the maximum number of shares that may be awarded under the Plan, in the
number and option price of shares subject to outstanding Options granted under
the Plan and in the Section 162(m) Maximum as may be determined to be
appropriate by the Committee, in its discretion with the approval of the Board,
provided that the number of shares subject to any award shall always be a whole
number.
SECTION 4. ELIGIBILITY.
Officers and other key employees of the Company and its Subsidiaries
and Affiliates who are responsible for or contribute to the management, growth
and/or profitability of the business of the Corporation and/or its Subsidiaries
and Affiliates are eligible to be granted awards under the Plan.
SECTION 5. STOCK OPTIONS.
Stock Options may be granted alone, in addition to, or in tandem with
cash awards made outside of the Plan. Any Stock Option granted under the Plan
shall be in such form as the Committee and the Board may from time to time
approve.
Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options. Incentive Stock Options may
be granted only to individuals who are employees of the Company or any
Subsidiary of the Company.
The Committee, subject to Board ratification, shall have the authority
to grant to any optionee Incentive Stock Options, Non-Qualified Stock Options,
or both types of Stock Options.
Options granted to officers and key employees under the Plan shall be
subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as the
Committee, or the Board as the case may be, shall deem desirable. All decisions
made by the Committee under this Section 5 are subject to Board ratification as
described in Section 2.
(a) Option Price. The option price per share of Common Stock
purchasable under a Stock Option shall be determined by the Committee
at the time of grant but shall be not less than 100% (or, in the case
of any employee who owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Corporation or of
any of its Subsidiaries, not less than 110%) of the Fair Market Value
of the Common Stock at grant, in the case of Incentive Stock Options,
and not less than 50% of the Fair Market Value of the Common Stock at
grant, in the case of Non-Qualified Stock Options.
(b) Option Term. The term of each Stock Option shall be fixed
by the Committee, but no Incentive Stock Option shall be exercisable
more than ten years (or, in
<PAGE> 6
the case of an employee who owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Corporation
or any of its Subsidiaries or parent corporations, more than five
years) after the date the Option is granted.
(c) Exercisability. Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be
determined by the Committee at or after grant; provided, however, that
except as provided in Section 5(g) and (h), and Section 6 , unless
otherwise determined by the Committee at or after grant, no Stock
Option shall be exercisable prior to the first anniversary date of the
granting of the Option. The Committee may provide that a Stock Option
shall vest over a period of future service at a rate specified at the
time of grant, or that the Stock Option is exercisable only in
installments. If the Committee provides that any Stock Option is
exercisable only in installments, the Board may waive such installment
exercise provisions at any time at or after grant, in whole or in part,
based on such factors as the Committee shall determine in its sole
discretion.
(d) Method of Exercise. Subject to whatever installment
exercise restrictions apply under Section 5(c), Stock Options may be
exercised in whole or in part at any time during the option period, by
giving written notice of exercise to the Corporation specifying the
number of shares to be purchased. Such notice shall be accompanied by
payment in full of the purchase price, either by check, note, or such
other instrument as the Committee may accept. As determined by the
Committee at or (except in the case of an Incentive Stock Option) after
grant, payment in full or in part may also be made in the form of
unrestricted shares of Common Stock already owned by the optionee
(valued at the Fair Market Value of the Common Stock on the date the
option is exercised, as determined by the Committee). If payment of the
exercise price is made in part or in full with Common Stock, the
Committee may award to the employee a new Stock Option to replace the
Common Stock which was surrendered. No shares of Common Stock shall be
issued until full payment therefor has been made. An optionee shall
generally have the rights to dividends or other rights of a shareholder
with respect to shares subject to the Option when the optionee has
given written notice of exercise, has paid in full for such shares,
and, if requested, has given the representation described in Section
9(a).
(e) Transferability of Options. No Non-Qualified Stock Option
shall be transferable by the optionee without the prior written consent
of the Board other than (i) transfers by the Optionee to a member of
his or her Immediate Family or a trust for the benefit of the optionee
or a member of his or her Immediate Family, or (ii) transfers by will
or by the laws of descent and distribution. No Incentive Stock Option
shall be transferable by the optionee otherwise than by will or by the
laws of descent and distribution and all Incentive Stock Options shall
be exercisable, during the optionee's lifetime, only by the optionee.
(f) Bonus for Taxes. In the case of a Non-Qualified Stock
Option or an optionee who elects to make a disqualifying disposition
(as defined in Section 422(a)(1) of
<PAGE> 7
the Code) of Common Stock acquired pursuant to the exercise of an
Incentive Stock Option, the Committee may award at the time of grant or
thereafter the right to receive upon exercise of such Stock Option a
cash bonus calculated to pay part or all of the federal and state, if
any, income tax incurred by the optionee upon such exercise.
(g) Termination by Death. Subject to Section 5(k), if an
optionee's employment by the Corporation and any Subsidiary or (except
in the case of an Incentive Stock Option) Affiliate terminates by
reason of death, any Stock Option held by such optionee may thereafter
be exercised, to the extent such option was exercisable at the time of
death or (except in the case of an Incentive Stock Option) on such
accelerated basis as the Committee may determine at or after grant (or
except in the case of an Incentive Stock Option, as may be determined
in accordance with procedures established by the Committee) by the
legal representative of the estate or by the legatee of the optionee
under the will of the optionee, for a period of one year (or such other
period as the Committee may specify at or after grant) from the date of
such death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter.
(h) Termination by Reason of Disability. Subject to Section
5(k), if an optionee's employment by the Corporation and any Subsidiary
or (except in the case of an Incentive Stock Option) Affiliate
terminates by reason of Disability, any Stock Option held by such
optionee may thereafter be exercised by the optionee, to the extent it
was exercisable at the time of termination or (except in the case of an
Incentive Stock Option) on such accelerated basis as the Committee may
determine at or after grant (or, except in the case of an Incentive
Stock Option, as may be determined in accordance with procedures
established by the Committee), for a period of (i) three years (or such
other period as the Committee may specify at or after grant) from the
date of such termination of employment or until the expiration of the
stated term of such Stock Option, whichever period is the shorter, in
the case of a Non-Qualified Stock Option and (ii) one year from the
date of termination of employment or until the expiration of the stated
term of such Stock Option, whichever period is shorter, in the case of
an Incentive Stock Option; provided however, that, if the optionee dies
within the period specified in (i) above (or other such period as the
Committee shall specify at or after grant), any unexercised
Non-Qualified Stock Option held by such optionee shall thereafter be
exercisable to the extent to which it was exercisable at the time of
death for a period of twelve months from the date of such death or
until the expiration of the stated term of such Stock Option, whichever
period is shorter. In the event of termination of employment by reason
of Disability, if an Incentive Stock Option is exercised after the
expiration of the exercise period applicable to Incentive Stock
Options, but before the expiration of any period that would apply if
such Stock Option were a Non-Qualified Stock Option, such Stock Option
will thereafter be treated as a Non-Qualified Stock Option.
(i) Termination by Reason of Retirement. Subject to Section
5(k), if an optionee's employment by the Corporation and any Subsidiary
or (except in the case of an Incentive Stock Option) Affiliate
terminates by reason of Normal or Early Retirement, any
<PAGE> 8
Stock Option held by such optionee may thereafter be exercised by the
optionee, to the extent it was exercisable at the time of such
Retirement or (except in the case of an Incentive Stock Option) on such
accelerated basis as the Committee may determine at or after grant (or,
except in the case of an Incentive Stock Option, as may be determined
in accordance with procedures established by the Committee), for a
period of (i) three years (or such other period as the Committee may
specify at or after grant) from the date of such termination of
employment or the expiration of the stated term of such Stock Option,
whichever period is the shorter, in the case of a Non-Qualified Stock
Option and (ii) three months from the date of such termination of
employment or the expiration of the stated term of such Stock Option,
whichever period is the shorter, in the event of an Incentive Stock
Option; provided however, that, if the optionee dies within the period
specified in (i) above (or other such period as the Committee shall
specify at or after grant), any unexercised Non-Qualified Stock Option
held by such optionee shall thereafter be exercisable to the extent to
which it was exercisable at the time of death for a period of twelve
months from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is shorter. In the
event of termination of employment by reason of Retirement, if an
Incentive Stock Option is exercised after the expiration of the
exercise period applicable to Incentive Stock Options, but before the
expiration of the period that would apply if such Stock Option were a
Non-Qualified Stock Option, the option will thereafter be treated as a
Non-Qualified Stock Option.
(j) Other Termination. Subject to Section 5(k), unless
otherwise determined by the Committee (or pursuant to procedures
established by the Committee) at or (except in the case of an Incentive
Stock Option) after grant, if an optionee's employment by the
Corporation and any Subsidiary or (except in the case of an Incentive
Stock Option) Affiliate is involuntarily terminated for any reason
other than death, Disability or Normal or Early Retirement, the Stock
Option shall thereupon terminate, except that such Stock Option may be
exercised, to the extent otherwise then exercisable, for the lesser of
three months or the balance of such Stock Option's term if the
involuntary termination is without Cause. For purposes of this Plan,
"Cause" means (i) a felony conviction of a participant or the failure
of a participant to contest prosecution for a felony, or (ii) a
participant's willful misconduct or dishonesty, which is directly and
materially harmful to the business or reputation of the Corporation or
any Subsidiary or Affiliate. If an optionee voluntarily terminates
employment with the Corporation and any Subsidiary or (except in the
case of an Incentive Stock Option) Affiliate (except for Disability,
Normal or Early Retirement), the Stock Option shall thereupon
terminate; provided, however, that the Committee at grant or (except in
the case of an Incentive Stock Option) thereafter may extend the
exercise period in this situation for the lesser of three months or the
balance of such Stock Option's term.
(k) Incentive Stock Options. Anything in the Plan to the
contrary notwithstanding, no term of this Plan relating to Incentive
Stock Options shall be interpreted, amended, or altered, nor shall any
discretion or authority granted under the Plan be so exercised, so as
to disqualify the Plan under Section 422 of the Code, or, without the
consent
<PAGE> 9
of the optionee(s) affected, to disqualify any Incentive Stock Option
under such Section 422. No Incentive Stock Option shall be granted to
any participant under the Plan if such grant would cause the aggregate
Fair Market Value (as of the date the Incentive Stock Option is
granted) of the Common Stock with respect to which all Incentive Stock
Options are exercisable for the first time by such participant during
any calendar year (under all such plans of the Company and any
Subsidiary) to exceed $100,000. To the extent permitted under Section
422 of the Code or the applicable regulations thereunder or any
applicable Internal Revenue Service pronouncement:
(i) if (x) a participant's employment is
terminated by reason of death, Disability, or Retirement and
(y) the portion of any Incentive Stock Option that is
otherwise exercisable during the post-termination period
specified under Section 5(g), (h) or (i), applied without
regard to the $100,000 limitation contained in Section 422(d)
of the Code, is greater than the portion of such Option that
is immediately exercisable as an "Incentive Stock Option"
during such post-termination period under Section 422, such
excess shall be treated as a Non-Qualified Stock Option; and
(ii) if the exercise of an Incentive Stock Option
is accelerated by reason of a Change in Control, any portion
of such Option that is not exercisable as an Incentive Stock
Option by reason of the $100,000 limitation contained in
Section 422(d) of the Code shall be treated as a Non-Qualified
Stock Option.
(l) Buyout Provisions. The Committee may at any time offer to
buy out for a payment in cash or Common Stock an Option previously
granted, based on such terms and conditions as the Board shall
establish and communicate to the optionee at the time that such offer
is made.
(m) Performance and Other Conditions. The Committee may
condition the exercise of any Option upon the attainment of specified
performance goals or other factors as the Committee may determine, in
its sole discretion. Unless specifically provided in the option
agreement, any such conditional Option shall vest immediately prior to
its expiration if the conditions to exercise have not theretofore been
satisfied.
SECTION 7. CHANGE IN CONTROL PROVISIONS.
(a) Impact of Event. In the event of:
(1) a "Change in Control" as defined in Section 7(b);
or
(2) a "Potential Change in Control" as defined in
Section 7(c), but only if and to the extent so determined by
the Committee and the Board, at or after grant
<PAGE> 10
(subject to any right of approval expressly reserved by the
Committee or the Board at the time of such determination),
any Stock Option awarded under the Plan not previously exercisable and
vested shall become fully exercisable and vested, except to the extent that the
Committee or the Board has imposed conditions on the acceleration of any award
in the award agreement.
(b) Definition of Change in Control. For purposes of Section
7(a), a "Change in Control" means the happening of any of the
following:
(i) any person or entity, including a "group" as defined in
Section 13(d)(3) of the Exchange Act, other than the Corporation or a
wholly-owned subsidiary thereof or any employee benefit plan of the
Corporation or any of its Subsidiaries, becomes the beneficial owner of
the Corporation's securities having 50% or more of the combined voting
power of the then outstanding securities of the Corporation that may be
cast for the election of directors of the Corporation (other than as a
result of an issuance of securities initiated by the Corporation in the
ordinary course of business); or
(ii) as the result of, or in connection with, any cash tender
or exchange offer, merger or other business combination, sales of
assets or contested election, or any combination of the foregoing
transactions, less than a majority of the combined voting power of the
then outstanding securities of the Corporation or any successor
corporation or entity entitled to vote generally in the election of the
directors of the Corporation or such other corporation or entity after
such transaction are held in the aggregate by the holders of the
Corporation's securities entitled to vote generally in the election of
directors of the Corporation immediately prior to such transaction; or
(iii) during any period of two consecutive years, individuals
who at the beginning of any such period constitute the Board cease for
any reason to constitute at least a majority thereof, unless the
election, or the nomination for election by the Corporation's
shareholders, of each director of the Corporation first elected during
such period was approved by a vote of at least two-thirds of the
directors of the Corporation then still in office who were directors of
the Corporation at the beginning of any such period.
(c) Definition of Potential Change in Control. For purposes of
Section 6(a), a "Potential Change in Control" means the happening of
any one of the following:
(i) The approval by shareholders of an agreement
by the Corporation, the consummation of which would result in
a Change in Control of the Corporation as defined in Section
6(b); or
(ii) The acquisition of beneficial ownership,
directly or indirectly, by any entity, person or group (other
than the Corporation or a Subsidiary or any
<PAGE> 11
Corporation employee benefit plan (including any trustee of
such plan acting as such trustee)) of securities of the
Corporation representing 5% or more of the combined voting
power of the Corporation's outstanding securities and the
adoption by the Board of a resolution to the effect that a
Potential Change in Control of the Corporation has occurred
for purposes of this Plan.
(d) Change in Control Price. For purposes of this Section 6,
"Change in Control Price" means the highest price per share paid in any
transaction reported on the Nasdaq stock market or such other exchange
or market as is the principal trading market for the Common Stock, or
paid or offered in any bona fide transaction related to a Potential or
actual Change in Control of the Corporation at any time during the 60
day period immediately preceding the occurrence of the Change in
Control (or, where applicable, the occurrence of the Potential Change
in Control event), in each case as determined by the Committee and the
Board except that, in the case of Incentive Stock Options such price
shall be based only on transactions reported for the date on which the
optionee exercises such Stock Options or, where applicable, the date on
which a cash out occurs under Section 6(a)(ii).
SECTION 8. AMENDMENTS AND TERMINATION.
The Board may at any time amend, alter or discontinue the Plan;
provided, however, that, without the approval of the Corporation's shareholders,
no amendment or alteration may be made which would (a) except as a result of the
provisions of Section 3(c) of the Plan, increase the maximum number of shares
that may be issued under the Plan or increase the Section 162(m) Maximum, (b)
change the provisions governing Incentive Stock Options except as required or
permitted under the provisions governing incentive stock options under the Code,
or (c) make any change for which applicable law or regulatory authority
(including the regulatory authority of the "NASDAQ" or any other market or
exchange on which the Common Stock is traded) would require shareholder approval
or for which shareholder approval would be required to secure full deductibility
of compensation received under the Plan under Section 162(m) of the Code. No
amendment, alteration, or discontinuation shall be made which would impair the
rights of an optionee or participant under a Stock Option theretofore granted,
without the participant's consent.
The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, subject to Board
ratification, but, subject to Section 3 above, no such amendment shall impair
the rights of any holder without the holder's consent. The Committee may also
substitute new Stock Options for previously granted Stock Options (on a one for
one or other basis), including previously granted Stock Options having higher
option exercise prices. Solely for purposes of computing the Section 162(m)
Maximum, if any Stock Options previously granted to a participant are canceled
and new Stock Options having a lower exercise price or other more favorable
terms for the participant are substituted in their place, both the initial Stock
<PAGE> 12
Options and the replacement Stock Options will be deemed to be outstanding
(although the canceled Stock Options will not be exercisable or deemed
outstanding for any other purpose).
SECTION 9. UNFUNDED STATUS OF PLAN.
The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Corporation, nothing contained herein shall give
any such participant or optionee any rights that are greater than those of a
general creditor of the Corporation. In its sole discretion, the Committee and
the Board may authorize the creation of trusts or other arrangements to meet the
obligations created under the Plan to deliver Common Stock or payments in lieu
of; provided, however, that, unless the Committee and the Board otherwise
determines with the consent of the affected participant, the existence of such
trusts or other arrangements is consistent with the "unfunded" status of the
Plan.
SECTION 10. GENERAL PROVISIONS.
(a) The Committee may require each person purchasing shares
pursuant to a Stock Option to represent to and agree with the
Corporation in writing that the optionee or participant is acquiring
the shares without a view to distribution thereof. The certificates for
such shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer. All certificates
for shares of Common Stock or other securities delivered under the Plan
shall be subject to such stock-transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations, and
other requirements of the Commission, any stock exchange upon which the
Common Stock is then listed, and any applicable Federal or state
securities law, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such
restrictions.
(b) Nothing contained in this Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
shareholder approval if such approval is required; and such
arrangements may be either generally applicable or applicable only in
specific cases.
(c) The adoption of the Plan shall not confer upon any
employee of the Corporation or any Subsidiary or Affiliate any right to
continued employment with the Corporation or a Subsidiary or Affiliate,
as the case may be, nor shall it interfere in any way with the right of
the Corporation or a Subsidiary or Affiliate to terminate the
employment of any of its employees at any time.
(d) No later than the date as of which an amount first becomes
includible in the gross income of the participant for Federal income
tax purposes with respect to any award under the Plan, the participant
shall pay to the Corporation, or make arrangements
<PAGE> 13
satisfactory to the Committee regarding the payment of, any Federal,
state, or local taxes of any kind required by law to be withheld with
respect to such amount. The Committee may require withholding
obligations to be settled with Common Stock, including Common Stock
that is part of the award that gives rise to the withholding
requirement. The obligations of the Corporation under the Plan shall be
conditional on such payment or arrangements and the Corporation and its
Subsidiaries or Affiliates shall, to the extent permitted by law, have
the right to deduct any such taxes from any payment of any kind
otherwise due to the participant.
(e) The Plan and all awards made and actions taken thereunder
shall be governed by and construed in accordance with the laws of the
State of Tennessee.
(f) The members of the Committee and the Board shall not be
liable to any employee or other person with respect to any
determination made hereunder in a manner that is not inconsistent with
their legal obligations as members of the Board. In addition to such
other rights of indemnification as they may have as directors or as
members of the Committee, the members of the Committee and the Board
shall be indemnified by the Corporation against the reasonable
expenses, including attorneys' fees actually and necessarily incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be
a party by reason of any action taken or failure to act under or in
connection with the Plan or any option granted thereunder, and against
all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such
Committee or Board member is liable for negligence or misconduct in the
performance of his duties; provided that within 60 days after
institution of any such action, suit or proceeding, the Committee or
Board member shall in writing offer the Corporation the opportunity, at
its own expense, to handle and defend the same.
(g) In addition to any other restrictions on transfer that may
be applicable under the terms of this Plan or the applicable award
agreement, no Stock Option issued under this Plan is transferable by
the participant without the prior written consent of the Board, or the
Committee if so delegated, other than (i) transfers by an optionee to a
member of his or her Immediate Family or a trust for the benefit of the
optionee or a member of his or her Immediate Family or (ii) transfers
by will or by the laws of descent and distribution. The designation of
a beneficiary will not constitute a transfer.
(i) The Committee, subject to Board ratification, may, at or
after grant, condition the receipt of any payment in respect of any award or the
transfer of any shares subject to an award on the satisfaction of a six-month
holding period, if such holding period is required for compliance with Section
16 under the Exchange Act.
<PAGE> 14
SECTION 11. EFFECTIVE DATE OF PLAN.
The Plan shall be effective on the date it is approved by shareholders
of the Corporation, provided that it has been approved by the Board of the
Corporation and by a majority of the votes cast by the holders of the
Corporation's Common Stock.
SECTION 12. TERM OF PLAN.
No Stock Option shall be granted pursuant to the Plan on or after the
tenth anniversary of the Effective Date of the Plan, but awards granted prior to
such tenth anniversary may be extended beyond that date.
<PAGE> 1
EXHIBIT 5
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
<TABLE>
<S> <C> <C>
KNOXVILLE OFFICE: MEMPHIS OFFICE:
1700 RIVERVIEW TOWER 2700 FIRST AMERICAN CENTER THE TOWER AT PEABODY PLACE
KNOXVILLE, TN 37901-1509 NASHVILLE, TENNESSEE 37238-2700 100 PEABODY PLACE, SUITE 950
(423) 521-6200 (615) 742-6200 MEMPHIS, TN 38103-2625
www.bassberry.com (901) 453-5900
</TABLE>
March 14, 2000
Wilson Bank Holding Company
623 W. Main Street
Lebanon, Tennessee 37087
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a registration
statement on Form S-8 (the "Registration Statement") relating to the Wilson Bank
Holding Company 1999 Stock Option Plan (the "Plan"), filed by you with the
Securities and Exchange Commission covering 100,000 shares of the Company's
common stock, par value $2.00 per share (the "Shares"), issuable pursuant to the
Plan. In so acting, we have examined and relied upon such records, documents and
other instruments as in our judgment are necessary or appropriate in order to
express the opinion hereinafter set forth and have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares, when
issued pursuant to and in accordance with the Plan, will be duly and validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims
---------------------------------
<PAGE> 1
EXHIBIT 23.1
MAGGART & ASSOCIATES, P.C.
Certified Public Accountants
FIRST UNION TOWER
SUITE 2150
150 FOURTH AVENUE, NORTH
NASHVILLE, TENNESSEE 37219-2417
Telephone (615) 252-6100
Facsimile (615) 252-6105
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Wilson Bank Holding Company on Form S-8 of our report dated January 14, 1999
appearing in (and incorporated by reference in) the Annual Report on Form 10-K
for the year ended December 31, 1998.
/s/ Maggart & Associates, P.C.
March 14, 2000
