<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission
on March 28, 1997.
Registration No. 33-_____
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_____________________________________________
GFS BANCORP, INC.
- ---------------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
Delaware 42-1410536
- ---------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1025 Main Street
Grinnell, Iowa 50112-0030
(515) 236-3121
- -----------------------------------------------------------------
(Address of Principal Executive Offices)
GFS Bancorp, Inc.
1997 Stock Option Plan
- -----------------------------------------------------------------
(Full Title of the Plan)
Cynthia R. Cross, Esquire
Daniel L. Hogans, Esquire
Housley Kantarian & Bronstein, P.C.
1220 19th Street N.W., Suite 700
Washington, D.C. 20036
- -----------------------------------------------------------------
(Name and Address of Agent For Service)
(202) 822-9611
- ----------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================
<S> <C> <C> <C> <C>
Title of each Proposed Maximum Proposed Maximum Amount of
class of Securities Amount to be Offering Price Aggregate Offering Registration
to be registered registered Per Share Price Fee
- ------------------------------------------------------------------------------------
Common Stock,
$.01 par value 49,435 (1) $ (2) $1,043,502.50(2) $316.22
=====================================================================================
<FN>
(1) Maximum number of shares issuable under the GFS Bancorp, Inc. 1997 Stock
Option Plan, as such amounts may be increased in accordance with said plan
in the event of a merger, consolidation, recapitalization or similar event
involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia,
based upon the price at which the options may be exercised. 49,435 shares
are being registered hereby, of which 30,960 are under option at a
weighted average exercise price of $20.875 per share ($646,290.00 in the
aggregate). The remainder of such shares, which are not presently subject
to option (18,475 shares), are being registered based upon the average of
the high and low selling prices of the common stock of the Registrant as
reported on the Nasdaq SmallCap Market ("SmallCap") on March 21, 1997 of
$21.50 per share ($397,212.50 in the aggregate). Therefore, the total
amount of the offering being registered herein is $1,043,502.50.
</FN>
/TABLE
<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
- ------
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
- ------ INFORMATION*
*Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in the GFS Bancorp, Inc. 1997 Stock Option Plan (the "Plan") in
accordance with Rule 428(b)(1). In accordance with Note to Part
I of Form S-8, such documents are not filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- ------
GFS Bancorp, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "1934 Act") and, accordingly, files periodic reports and
other information with the Commission. Reports, proxy statements
and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Web site that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission,
including the Company. The address for the Commission's Web site
is "http://www.sec.gov".
The following documents are incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1996 as filed with the Commission on
October, 1, 1996 (Commission File No. 0-22742).
(b) The Company's Quarterly Report on Form 10-QSB for
the quarter ended September 30, 1996 as filed with the Commission
on November 14, 1996 (Commission File No. 0-22742).
(c) The Company's Quarterly Report on Form 10-QSB for
the quarter ended December 31, 1996 as filed with the Commission
on February 13, 1997 (Commission File No. 0-22742).
(d) The description of the Company's securities as
contained in the Company's Registration Statement on Form 8-A as
filed with the Commission on October 29, 1993 (Commission File
No. 0-22742).
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE FILING OF A POST-
EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SHARES OF COMMON
STOCK, PAR VALUE $.01 PER SHARE ("COMMON STOCK") OFFERED HAVE
BEEN SOLD OR WHICH DEREGISTERS ALL SHARES OF COMMON STOCK 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.
ITEM 4. DESCRIPTION OF SECURITIES
- ------
Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not Applicable.
<PAGE>
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------
The Certificate of Incorporation of the Company provides
that a director or officer of the Company shall be indemnified by
the Company to the fullest extent authorized by the General
Corporation Law of the State of Delaware against all expenses,
liability and loss reasonably incurred or suffered by such person
in connection with his activities as a director or officer or as
a director or officer of another company, if the director or
officer held such position at the request of the Company.
Delaware law requires that such director, officer, employee or
agent, in order to be indemnified, must have acted in good faith
and in a manner reasonably believed to be not opposed to the best
interests of the Company and, with respect to any criminal action
or proceeding, without reasonable cause to believe his conduct
was unlawful.
The Certificate of Incorporation and Delaware law also
provide that the indemnification provisions of such Certificate
and the statute are not exclusive of any other right which a
person seeking indemnification may have or later acquire under
any statute, provision of the Certificate of Incorporation,
Bylaws of the Company, agreement, vote of stockholders or
disinterested directors or otherwise.
In addition, the Certificate of Incorporation and Delaware
law also provide that the Company may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the Company or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability
or loss, whether or not the Company has the power to indemnify
such person against such expense, liability or loss under the
Delaware General Corporation Law. The Company maintains such
insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not Applicable.
ITEM 8. EXHIBITS
- ------
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.
ITEM 9. UNDERTAKINGS
- ------
1. The undersigned registrant hereby undertakes:
(a) 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
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered (if the total dollar value of securities
offered would not exceed that which was registered)
and any deviation from the low or high and 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.
<PAGE>
<PAGE>
(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)(i) and (a)(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.
(b) That, for the purpose of determining any liability
under the Securities Act of 1934, to treat each post-effective
amendment as a new registration statement relating to the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.
(c) 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.
(d) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.
2. 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 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.
3. The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
4. 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>
<PAGE>
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 Grinnell, State of Iowa, on March
21, 1997.
GFS BANCORP, INC.
/s/ Steven L. Opsal
By: ---------------------------
Steven L. Opsal
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of GFS Bancorp, Inc., hereby
severally constitute and appoint Steven L. Opsal, with full power
of substitution, our true and lawful attorney and agent, to do
any and all things in our names in the capacities indicated below
which said Steven L. Opsal may deem necessary or advisable to
enable GFS Bancorp, Inc. to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of
the Securities and Exchange Commission, in connection with the
registration on Form S-8 of GFS Bancorp, Inc. common stock that
may be awarded pursuant to the GFS Bancorp, Inc. 1997 Stock
Option Plan, including specifically, but not limited to, power
and authority to sign for us in our names in the capacities
indicated below, the registration statement and any and all
amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Steven L. Opsal shall do
or cause to be done by virtue thereof.
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>
Signatures Title Date
- ----------- ----- -----
<S> <C> <C>
/s/ Steven L. Opsal
- ------------------------- President, Chief Executive March 21, 1997
Steven L. Opsal Officer, and Director
/s/ Katherine A. Rose
- ------------------------- Senior Vice President, March 21, 1997
Katherine A. Rose Principal Accounting Officer,
and Director
/s/ LeRoy E. Meredith
- ------------------------- Chairman of the Board March 21, 1997
LeRoy E. Meredith
/s/ Theodore Mokricky
- ------------------------- Vice Chairman of the Board March 21, 1997
Theodore Mokricky
/s/ David S. Clay
- ------------------------- Director March 21, 1997
David S. Clay
- ------------------------- Director March __, 1997
Albert C. Eisenman
/s/ Donald H. Howig
- ------------------------- Director March 21, 1997
Donald H. Howig
/s/ Scott A. Jensen
- ------------------------- Director March 21, 1997
Scott A. Jensen
/s/ Thomas M. Groth
- ------------------------- Director March 21, 1997
Thomas M. Groth
/TABLE
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
5 Opinion of Housley Kantarian & Bronstein, P.C.
as to the legality of the Common Stock being
registered
23.1 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5)
23.2 Consent of Independent Certified Public
Accountants
99.1 GFS Bancorp, Inc. 1997 Stock Option Plan
99.2 Form of Stock Option Agreement to be entered
into with Optionees with respect to Stock
Options granted under the GFS Bancorp, Inc.
1997 Stock Option Plan
March 28, 1997
Board of Directors
GFS Bancorp, Inc.
1025 Main Street
Grinnell, Iowa 50112-0030
Re: Registration Statement on Form S-8
-----------------------------------------
GFS Bancorp, Inc. 1997 Stock Option Plan
Dear Board Members:
We have acted as special counsel to GFS Bancorp, Inc., a
Delaware Corporation (the "Company"), in connection with the
preparation of the Registration Statement on Form S-8 filed with
the Securities and Exchange Commission (the "Registration
Statement") under the Securities Act of 1933, as amended,
relating to 49,435 shares of common stock, par value $.01 per
share (the "Common Stock") of the Company which may be issued
pursuant to the GFS Bancorp, Inc. 1997 Stock Option Plan (the
"Plan"), all as more fully described in the Registration
Statement. You have requested the opinion of this firm with
respect to certain legal aspects of the proposed offering.
We have examined such documents, records and matters of law
as we have deemed necessary for purposes of this opinion and
based thereon, we are of the opinion that the Common Stock when
issued pursuant to and in accordance with the terms of the Plan
will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 and to
references to our firm included under the caption "Legal Opinion"
in the Prospectus which is part of the Registration Statement.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By: /s/ Cynthia R. Cross
-------------------------------
Cynthia R. Cross, Esquire
McGLADREY & PULLEN, LLP
-----------------------
Certified Public Accountants and Consultants
To the Board of Directors
GFS Bancorp, Inc.
Grinnell, Iowa 50112
We consent to the incorporation by reference in the March 28, 1997
Registration Statement on Form S-8 of GFS Bancorp, Inc. pertaining to the GFS
Bancorp, Inc. 1997 Stock Option Plan, of our report dated July 24, 1996, which
appears on page 19 of the annual report on Form 10-KSB of GFS Bancorp, Inc.
and subsidiaries for the year ended June 30, 1996.
/s/ McGladrey & Pullen, LLP
---------------------------
McGladrey & Pullen, LLP
Des Moines, Iowa
March 27, 1997
<PAGE>
GFS BANCORP, INC.
1997 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN.
The purpose of this Plan is to advance the interests of the
Company through providing select key Employees and Directors of
the Bank, the Company, and their Affiliates with the opportunity
to acquire Shares. By encouraging such stock ownership, the
Company seeks to attract, retain and motivate the best available
personnel for positions of substantial responsibility and to
provide additional incentives to Directors and key Employees of
the Company or any Affiliate to promote the success of the busi-
ness.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or
"subsidiary corporation" of the Company, as such terms are
defined in Section 424(e) and (f), respectively, of the Code.
(b) "Agreement" shall mean a written agreement entered
into in accordance with Paragraph 5(c).
(c) "Bank" shall mean Grinnell Federal Savings Bank.
(d) "Board" shall mean the Board of Directors of the
Company.
(e) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(f) "Committee" shall mean both the Stock Option
Committee appointed by the Board in accordance with Paragraph
5(a) hereof and the Board itself (which may act, at any time and
from time to time, in lieu of a Committee appointed by the
Board).
(g) "Common Stock" shall mean the common stock of the
Company.
(h) "Company" shall mean GFS Bancorp, Inc.
(i) "Continuous Service" shall mean the absence of any
interruption or termination of service as an Employee or Director
of the Company or an Affiliate. Continuous Service shall not be
considered interrupted in the case of sick leave, military leave
or any other leave of absence approved by the Company, in the
case of transfers between payroll locations of the Company or
between the Company, an Affiliate or a successor, or in the case
of a Director's performance of services in an emeritus or
advisory capacity.
(j) "Director" shall mean any member of the Board, and
any member of the board of directors of any Affiliate that the
Board has by resolution designated as being eligible for
participation in this Plan.
(k) "Effective Date" shall mean the date specified in
Paragraph 12 hereof.
(l) "Employee" shall mean any person employed by the
Company, the Bank, or an Affiliate.
(m) "Exercise Price" shall mean the price per Optioned
Share at which an Option may be exercised.
(n) "Market Value" shall mean the fair market value of
the Common Stock, as determined under Paragraph 7(b) hereof.
-1-<PAGE>
<PAGE>
(o) "Non-Employee Director" shall have the meaning
provided in Rule 16b-3.
(p) "Option" means an option to purchase Common Stock
which meets the requirements set forth in the Plan. Options
granted pursuant to the Plan are not intended to be incentive stock
options within the meaning of Section 422 of the Code.
(q) "Optioned Shares" shall mean Shares subject to an
Option granted pursuant to this Plan.
(r) "Participant" shall mean any person who receives an
Option pursuant to the Plan.
(s) "Plan" shall mean this GFS Bancorp, Inc. 1997 Stock
Option Plan.
(t) "Rule 16b-3" shall mean Rule 16b-3 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as
amended.
(u) "Share" shall mean one share of Common Stock.
3. TERM OF THE PLAN AND OPTIONS.
(a) Term of the Plan. The Plan shall continue in effect
for a term of ten years from the Effective Date, unless sooner
terminated pursuant to Paragraph 14 hereof. No Option shall be
granted under the Plan after ten years from the Effective Date.
(b) Term of Options. The term of each Option granted
under the Plan shall be established by the Committee, but shall not
exceed 10 years.
4. SHARES SUBJECT TO THE PLAN.
Except as otherwise required under Paragraph 9, the aggregate
number of Shares deliverable pursuant to Options shall not exceed
49,435 Shares. Such Shares may either be authorized but unissued
Shares, Shares held in treasury, or Shares held in a grantor trust
created by the Company. If any Options should expire, become
unexercisable, or be forfeited for any reason without having been
exercised, the Optioned Shares shall, unless the Plan shall have
been terminated, be available for the grant of additional Options
under the Plan.
5. ADMINISTRATION OF THE PLAN.
(a) Composition of the Committee. The Plan shall be
administered by the Committee, which shall consist of not less than
two (2) members of the Board who are Non-Employee Directors.
Members of the Committee shall serve at the pleasure of the Board.
In the absence at any time of a duly appointed Committee, the Plan
shall be administered by the Board.
(b) Powers of the Committee. Except as limited by the
express provisions of the Plan or by resolutions adopted by the
Board, the Committee shall have sole and complete authority and
discretion (i) to select Participants and grant Options, (ii) to
determine the form and content of Options to be issued in the form
of Agreements under the Plan, (iii) to interpret the Plan, (iv) to
prescribe, amend and rescind rules and regulations relating to the
Plan, and (v) to make other determinations necessary or advisable
for the administration of the Plan. The Committee shall have and
may exercise such other power and authority as may be delegated to
it by the Board from time to time. A majority of the entire
Committee shall constitute a quorum and the action of a majority of
the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a
meeting, shall be deemed the action of the Committee.
(c) Agreement. Each Option shall be evidenced by a written
agreement containing such provisions as may be approved by the
Committee. Each such Agreement shall constitute a binding contract
between the Company and the Participant, and every Participant,
upon acceptance of such Agreement, shall be bound by the terms and
restrictions of the Plan and of such Agreement. The terms of each
such Agreement shall be in accordance with the
-2-
<PAGE>
Plan, but each Agreement may include such additional provisions and
restrictions determined by the Committee, in its discretion,
provided that such additional provisions and restrictions are not
inconsistent with the terms of the Plan. In particular, the
Committee shall set forth in each Agreement (i) the Exercise Price
of an Option, (ii) the number of Shares subject to the Option, and
its expiration date, (iii) the manner, time, and rate (cumulative
or otherwise) of exercise or vesting of such Option, and (iv) the
restrictions, if any, to be placed upon such Option, or upon Shares
which may be issued upon exercise of such Option. The Chairman of
the Committee and such other Directors and officers as shall be
designated by the Committee are hereby authorized to execute
Agreements on behalf of the Company and to cause them to be
delivered to the recipients of Options.
(d) Effect of the Committee's Decisions. All decisions,
determinations and interpretations of the Committee shall be final
and conclusive on all persons affected thereby.
(e) Indemnification. In addition to such other rights of
indemnification as they may have, the members of the Committee
shall be indemnified by the Company in connection with any claim,
action, suit or proceeding relating to any action taken or failure
to act under or in connection with the Plan or any Option, granted
hereunder to the full extent provided for under the Company's
governing instruments with respect to the indemnification of
Directors.
6. GRANT OF OPTIONS.
(a) General Rule. Subject to Paragraph 12 hereof, the
Committee shall have the discretion to grant Options to Employees
and Directors (including members of the Committee). In selecting
those Employees and Directors to whom Options will be granted and
the number of shares covered by such Options, the Committee shall
consider the position, duties and responsibilities of the eligible
Employees and Directors, the value of their services to the Company
and its Affiliates, and any other factors the Committee may deem
relevant.
(b) Automatic Grants to Employees and Directors. Subject to
Paragraph 12 hereof, on the Effective Date, each of the following
Employees and Directors shall receive an Option to purchase the
number of Shares listed below, at an Exercise Price per Share equal
to the Market Value of a Share on the Effective Date; provided that
such grant shall not be made to an Employee or Director whose
Continuous Service terminates on or before the Effective Date:
Percentage of Shares
Participant Reserved under Paragraph 4(a)
----------- -----------------------------
LeRoy Meredith 13.87%
Steve Opsal 13.87%
Bill Nassif 8.09%
Kathi Rose 8.09%
Dale Nelson 8.09%
Tom Pierce 2.02%
Dave Clay 2.53%
A. C. Eisenman 1.01%
Tom Groth 1.01%
Don Howig 1.01%
Scott Jensen 1.01%
Ted Mokricky 1.01%
A. J. Pinder .51%
Russ Sams .51%
With respect to each of the above-named Participants, the
Option granted to the Participant hereunder (i) shall be
immediately exercisable, in accordance with Paragraph 8(a) of the
Plan, (ii) shall have a term of ten years from the Effective Date,
and (iii) shall be subject to the general rule set forth in
Paragraph 8(c) with respect to the effect of a Participant's
termination of Continuous Service on the Participant's right to
exercise his Options.
-3-<PAGE>
<PAGE>
7. EXERCISE PRICE FOR OPTIONS.
(a) Limits on Committee Discretion. The Exercise Price as
to any particular Option shall not be less than 50% of the Market
Value of the Optioned Shares on the date of grant.
(b) Standards for Determining Exercise Price. If the
Common Stock is listed on a national securities exchange (including
the NASDAQ National Market System) on the date in question, then
the Market Value per Share shall be the average of the highest and
lowest selling price on such exchange on such date, or if there
were no sales on such date, then the Market Value shall be the mean
between the bid and asked price on such date. If the Common Stock
is traded otherwise than on a national securities exchange on the
date in question, then the Market Value per Share shall be the mean
between the bid and asked price on such date, or, if there is no
bid and asked price on such date, then on the next prior business
day on which there was a bid and asked price. If no such bid and
asked price is available, then the Market Value per Share shall be
its fair market value as determined by the Committee, in its sole
and absolute discretion.
8. EXERCISE OF OPTIONS.
(a) Generally. Each Option shall become fully (100%)
exercisable immediately upon the date of its grant. An Option may
not be exercised for a fractional Share.
(b) Procedure for Exercise. A Participant may exercise
Options, subject to provisions relative to its termination and
limitations on its exercise, only by (1) written notice of intent
to exercise the Option with respect to a specified number of
Shares, and (2) payment to the Company (contemporaneously with
delivery of such notice) in cash, in Common Stock, or a combination
of cash and Common Stock, of the amount of the Exercise Price for
the number of Shares with respect to which the Option is then being
exercised. Each such notice (and payment where required) shall be
delivered, or mailed by prepaid registered or certified mail,
addressed to the Treasurer of the Company at its executive offices.
Common Stock utilized in full or partial payment of the Exercise
Price for Options shall be valued at its Market Value at the date
of exercise, and may consist of Shares subject to the Option being
exercised.
(c) Period of Exercisability. Except to the extent otherwise
provided in the terms of an Agreement, an Option may be exercised
by a Participant only while he is an Employee or Director and has
maintained Continuous Service from the date of the grant of the
Option, or within one year after termination of such Continuous
Service (but not later than the date on which the Option would
otherwise expire), except if the Participant's Continuous Service
terminates by reason of --
(1) "Just Cause" which for purposes hereof shall
have the meaning set forth in any unexpired employment or
severance agreement between the Participant and the Bank
and/or the Company (and, in the absence of any such
agreement, shall mean termination because of the
Participant's personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties,
willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or final
cease-and-desist order), then the Participant's rights to
exercise such Option shall expire on the date of such
termination;
(2) death, then to the extent that the Participant
would have been entitled to exercise the Option
immediately prior to his death, such Option of the
deceased Participant may be exercised within two years
from the date of his death (but not later than the date on
which the Option would otherwise expire) by the personal
representatives of his estate or person or persons to whom
his rights under such Option shall have passed by will or
by laws of descent and distribution.
-4-
<PAGE>
(d) Effect of the Committee's Decisions. The Committee's
determination whether a Participant's Continuous Service has
ceased, and the effective date thereof, shall be final and
conclusive on all persons affected thereby.
(e) Mandatory Six-Month Holding Period. Notwithstanding any
other provision of this Plan to the contrary, Common Stock that is
purchased upon exercise of an Option may not be sold within the
six-month period following the grant of that Option, provided that
such six-month holding period shall not apply in the event of a
transaction described in Paragraph 9(b) hereof.
9. EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE PLAN.
(a) Recapitalizations; Stock Splits, Etc. The number and
kind of shares reserved for issuance under the Plan, and the number
and kind of shares subject to outstanding Options, and the Exercise
Price thereof, shall be proportionately adjusted for any increase,
decrease, change or exchange of Shares for a different number or
kind of shares or other securities of the Company which results
from a merger, consolidation, recapitalization, reorganization,
reclassification, stock dividend, split-up, combination of shares,
or similar event in which the number or kind of shares is changed
without the receipt or payment of consideration by the Company.
(b) Transactions in which the Company is Not the Surviving
Entity. In the event of (i) the liquidation or dissolution of the
Company, (ii) a merger or consolidation in which the Company is not
the surviving entity, or (iii) the sale or disposition of all or
substantially all of the Company's assets (any of the foregoing to
be referred to herein as a "Transaction"), all outstanding Options,
together with the Exercise Price thereof, shall be equitably
adjusted for any change or exchange of Shares for a different
number or kind of shares or other securities which results from the
Transaction.
(c) Conditions and Restrictions on New, Additional, or
Different Shares or Securities. If, by reason of any adjustment
made pursuant to this Paragraph, a Participant becomes entitled to
new, additional, or different shares of stock or securities, such
new, additional, or different shares of stock or securities shall
thereupon be subject to all of the conditions and restrictions
which were applicable to the Shares pursuant to the Option before
the adjustment was made.
(d) Other Issuances. Except as expressly provided in this
Paragraph, the issuance by the Company or an Affiliate of shares of
stock of any class, or of securities convertible into Shares or
stock of another class, for cash or property or for labor or
services either upon direct sale or upon the exercise of rights or
warrants to subscribe therefor, shall not affect, and no adjustment
shall be made with respect to, the number, class, or Exercise Price
of Shares then subject to Options or reserved for issuance under
the Plan.
10. NON-TRANSFERABILITY OF OPTIONS.
Options may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by
the laws of descent and distribution. Notwithstanding the
foregoing, or any other provision of this Plan, a Participant who
holds Options may transfer such Options to his or her spouse,
lineal ascendants, lineal descendants, or to a duly established
trust for the benefit of one or more of these individuals. Options
so transferred may thereafter be transferred only to the
Participant who originally received the grant or to an individual
or trust to whom the Participant could have initially transferred
the Options pursuant to this Paragraph 10. Options which are
transferred pursuant to this Paragraph 10 shall be exercisable by
the transferee according to the same terms and conditions as
applied to the Participant.
-5-<PAGE>
<PAGE>
11. TIME OF GRANTING OPTIONS.
The date of grant of an Option shall, for all purposes, be the
later of the date on which the Committee makes the determination of
granting such Option, and the Effective Date. Notice of the
determination shall be given to each Participant to whom an Option
is so granted within a reasonable time after the date of such
grant.
12. EFFECTIVE DATE.
The Plan shall become effective upon the date of its approval
by the Board. Notwithstanding the foregoing, in the event that the
Board determines that the Plan's effectiveness should be contingent
upon the receipt of stockholder approval in order to satisfy
exchange listing requirements, all Options granted pursuant to the
Plan shall be contingent upon such approval.
13. MODIFICATION OF OPTIONS.
At any time, and from time to time, the Board may authorize
the Committee to direct execution of an instrument providing for
the modification of any outstanding Option, provided no such
modification shall confer on the holder of said Option any right or
benefit which could not be conferred on him by the grant of a new
Option at such time, or impair the Option without the consent of
the holder of the Option.
14. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time amend the terms of the Plan
and, with respect to any Shares at the time not subject to Options,
suspend or terminate the Plan. No amendment, suspension or
termination of the Plan shall, without the consent of any affected
holders of an Option, alter or impair any rights or obligations
under any Option theretofore granted.
15. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Compliance with Securities Laws. Shares of Common
Stock shall not be issued with respect to any Option unless the
issuance and delivery of such Shares shall comply with all relevant
provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the rules and regulations promulgated
thereunder, any applicable state securities law, and the
requirements of any stock exchange upon which the Shares may then
be listed.
(b) Special Circumstances. The inability of the Company
to obtain approval from any regulatory body or authority deemed by
the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder shall relieve the Company of any
liability in respect of the non-issuance or sale of such Shares.
As a condition to the exercise of an Option, the Company may
require the person exercising the Option to make such
representations and warranties as may be necessary to assure the
availability of an exemption from the registration requirements of
federal or state securities law.
(c) Committee Discretion. The Committee shall have the
discretionary authority to impose in Agreements such restrictions
on Shares as it may deem appropriate or desirable, including but
not limited to the authority to impose a right of first refusal or
to establish repurchase rights or both of these restrictions.
16. RESERVATION OF SHARES.
The Company, during the term of the Plan, will reserve and
keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
-6-<PAGE>
<PAGE>
17. WITHHOLDING TAX.
The Company's obligation to deliver Shares upon exercise of
Options shall be subject to the Participant's satisfaction of all
applicable federal, state and local income and employment tax
withholding obligations. The Committee, in its discretion, may
permit the Participant to satisfy the obligation, in whole or in
part, by irrevocably electing to have the Company withhold Shares,
or to deliver to the Company Shares that he already owns, having a
value equal to the amount required to be withheld. The value of
the Shares to be withheld, or delivered to the Company, shall be
based on the Market Value of the Shares on the date the amount of
tax to be withheld is to be determined. As an alternative, the
Company may retain, or sell without notice, a number of such Shares
sufficient to cover the amount required to be withheld.
18. NO EMPLOYMENT OR OTHER RIGHTS.
In no event shall an Employee's or Director's eligibility to
participate or participation in the Plan create or be deemed to
create any legal or equitable right of the Employee, Director, or
any other party to continue service with the Company, the Bank, or
any Affiliate of such corporations. No Employee or Director shall
have a right to be granted an Option or, having received an Option,
the right to again be granted an Option. However, an Employee or
Director who has been granted an Option may, if otherwise eligible,
be granted an additional Option or Options.
19. GOVERNING LAW.
The Plan shall be governed by and construed in accordance with
the laws of the State of Iowa, except to the extent that federal
law shall be deemed to apply.
<PAGE>
STOCK OPTION AGREEMENT
FOR STOCK OPTIONS PURSUANT TO THE
GFS BANCORP, INC.
1997 STOCK OPTION PLAN
STOCK OPTION for a total of ___________ shares of Common
Stock, par value $.01 per share, of GFS Bancorp, Inc. (the
"Company") is hereby granted to __________________________________
(the "Optionee") at the price set forth herein, and in all respects
subject to the terms, definitions and provisions of the GFS
Bancorp, Inc. 1997 Stock Option Plan (the "Plan") which has been
adopted by the Company and which is incorporated by reference
herein, receipt of which is hereby acknowledged. Such Stock Options
do not comply with Options granted under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
1. Option Price. The option price is $_______________ for
each share, being ___% of the fair market value, as determined by
the Committee, of the Common Stock on the date of grant of this
Option.
2. Exercise of Option. This Option shall be exercisable in
accordance with provisions of the Plan as follows:
(i) Schedule of rights to exercise. Each option will
become fully (100%) exercisable immediately upon the date of its
grant.
(ii) Method of Exercise. This Option shall be
exercisable by a written notice which shall:
(a) state the election to exercise the Option, the
number of shares with respect to which it is being
exercised, the person in whose name the stock
certificate or certificates for such shares of
Common Stock is to be registered, his address and
Social Security Number (or if more than one, the
names, addresses and Social Security Numbers of
such persons);
(b) contain such representations and agreements as
to the holders' investment intent with respect to
such shares of Common Stock as may be satisfactory
to the Company's counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being
exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to
counsel for the Company, of the right of such
person or persons to exercise the Option; and
(d) be in writing and delivered in person or by
certified mail to the Treasurer of the Company.
<PAGE>
<PAGE>
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common Stock,
or such combination of cash and Common Stock as the Optionee
elects. The certificate or certificates for shares of Common Stock
as to which the Option shall be exercised shall be registered in
the name of the person or persons exercising the Option.
(iii) Restrictions on exercise. The Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to his
exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty to
the Company as may be required by any applicable law or regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the Optionee,
until the Optionee makes appropriate arrangements with the Company
for such tax withholding as may be required of the Company under
federal, state, or local law on account of such exercise.
4. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution. The terms of this Option shall be binding
upon the executors, administrators, heirs, successors and assigns
of the Optionee. Notwithstanding any other terms of this agreement,
to the extent permissible under Rule 16b-3 of the Securities
Exchange Act of 1934, as amended, this Option may be transferred to
the Optionee's spouse, lineal ascendants, lineal descendants, or to
a duly established trust, provided that such transferee shall be
permitted to exercise this Option subject to the same terms and
conditions applicable to the Optionee.
5. Term of Option. This Option may not be exercisable for
more than ten years from the date of grant of this Option, as set
forth below, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
GFS BANCORP, INC.
1997 STOCK OPTION PLAN COMMITTEE
___________________ By _______________________________
Date of Grant
Attest _____________________ (Seal)
<PAGE>
<PAGE>
STOCK OPTION EXERCISE FORM
PURSUANT TO THE
GFS BANCORP, INC.
1997 STOCK OPTION PLAN
________________________
Date
Treasurer
GFS Bancorp, Inc.
1025 Main Street
Grinnell, Iowa 50112-0030
Re: GFS Bancorp, Inc. 1997 Stock Option Plan
----------------------------------------
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase ___________ shares, par value $.01, of Common
Stock of GFS Bancorp, Inc. under and pursuant to a Stock Option
Agreement dated ________________, 199__.
Delivered herewith is a certified or bank cashier's or tellers
check and/or shares of Common Stock, valued at the fair market
value of the stock on the date of exercise, as set forth below.
$________ of cash or check
________ _____ shares of Common Stock, valued at
$____ per share
$ Total
========
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person is as follows:
Name __________________________________________________________
Address _______________________________________________________
Social Security Number ________________________________________
Very truly yours,
_____________________________
