As filed with the Securities and Exchange Commission on January 28, 2000.
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
Landmark Bancshares, Inc.
------------------------------
(Exact name of Registrant as specified in its charter)
Kansas 48-1142260
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Central & Spruce Streets
Dodge City, Kansas 67801
------------------------------
(Address of principal executive offices)
Landmark Bancshares, Inc. Stock Option Agreements
-------------------------------------------------
(Full Title of the Plan)
Richard Fisch, Esq.
Evan M. Seigel, Esq.
Malizia Spidi & Fisch, PC
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
(202) 434-4660
------------------------------
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================== =================== ====================== ======================= ========================
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Aggregate Offering Registration
be Registered Registered (1) Price Per Share Price (2) Fee (2)
- ------------- -------------- --------------- ------ ---------
<S> <C> <C> <C> <C>
Common Stock
$0.10 par value
per share 30,532 shares (2) $585,906 $154.68
======================== =================== ====================== ======================= ========================
</TABLE>
(1) The maximum number of shares of common stock issuable upon awards to be
granted under the Landmark Bancshares, Inc. Stock Option Agreements (the
"Plan") consists of 30,532 shares which are being registered under this
Registration Statement and for which a registration fee is being paid.
Additionally, an indeterminate number of additional shares which may be
offered and issued to prevent dilution resulting from stock splits,
dividends or similar transactions.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be calculated,
inter alia, based upon the price at which the stock options may be
exercised. An aggregate of 30,532 shares are being registered hereby, of
which 2,053 shares are under option at an exercise price of $23.625 per
share ($48,502 in the aggregate), 10,000 shares are under option at an
exercise price of $23.25 ($232,500 in the aggregate), and 18,479 shares are
under option at an exercise price of $16.50 ($304,904 in the aggregate),
for a total offering of $585,906.
This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
- ------
Item 2. Registrant Information and Employee Plan Annual Information. *
- ------
*This Registration Statement relates to the registration of 30,532
shares of Landmark Bancshares, Inc. (the "Company" or "Registrant") common
stock, $.10 par value per share (the "Common Stock") issuable to employees,
officers and directors of the Registrant or its subsidiary as compensation for
services in accordance with the Landmark Bancshares, Inc. Stock Option
Agreements (the "Plan"). Documents containing the information required by Part I
of this Registration Statement will be sent or given to participants in the Plan
as specified by Rule 428(b)(1). 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 pursuant to Rule 424, in
reliance on Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- ------
The Company became subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") on January 4, 1994 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 following documents filed by the Company are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999, as filed with the Commission; and
(b) 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
January 4, 1994.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities 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
Item 5. Interests of Named Experts and Counsel.
- ------
Not Applicable
2
<PAGE>
Item 6. Indemnification of Directors and Officers.
- --------------------------------------------------
Section 17-6305 of the Kansas General Corporation Code authorizes a
corporation such as the Registrant to indemnify officers, directors, employees
and agents under certain circumstances. Section 17-6305 requires indemnification
of directors, officers, employees and agents who have been successful on the
merits or otherwise in defense of certain actions, suits, proceedings claims,
issues and matters. Article 10 of the Registrant's Articles of Incorporation
provides for indemnification.
Section 6002(b)(8) of the Kansas General Corporation Code allows for
the limitation of liability of directors. Article 9 of the Registrant's Articles
of Incorporation provides for the limitation of liability of directors.
The Registrant believes that these provisions assist the Registrant in,
among other things, attracting and retaining qualified persons to serve the
Registrant and its subsidiary. However, a result of such provisions could be to
increase the expenses of the Registrant and effectively reduce the ability of
stockholders to sue on behalf of the Registrant since certain suits could be
barred or amounts that might otherwise be obtained on behalf of the Registrant
could be required to be repaid by the Registrant to an indemnified party.
Additionally, the Company has in force a Directors and Officers
Liability Policy underwritten by CNA Insurances Co. with a $5.0 million
aggregate limit of liability and an aggregate deductible of $50,000 per loss
both for claims directly against officers and directors and for claims where the
Company is required to indemnify directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933 Act") may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is
therefore unenforceable.
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.
- ------
(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 1933 Act;
3
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do no 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
1934 Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the 1933 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 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) 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 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
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.
(d) Insofar as indemnification for liabilities arising under the 1933
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 1933 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 expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dodge City in the State of Kansas, as of January 28,
2000.
Landmark Bancshares, Inc.
By: /s/ Larry Schugart
-------------------------------------
Larry Schugart
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Landmark Bancshares, Inc.
do hereby severally constitute and appoint Larry Schugart as our true and lawful
attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Larry Schugart may deem
necessary or advisable to enable Landmark Bancshares, 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
Statement on Form S-8 relating to the offering of the Company's Common Stock,
including specifically, but not limited to, power and authority to sign, for any
of 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 Larry Schugart shall 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 below by the following persons in the
capacities indicated as of the date indicated.
/s/ Larry Schugart /s/ David H. Snapp
- ------------------------------------------------ ----------------------------
Larry Schugart David H. Snapp
President, Chief Executive Officer, and Director Director
(Principal Executive Officer and
Principal Financial and Accounting Officer)
Date: January 28, 2000 Date: January 28, 2000
/s/ Richard A. Ball /s/ Jim W. Lewis
- ------------------------------------------------ ----------------------------
Richard A. Ball Jim W. Lewis
Director Director
Date: January 28, 2000 Date: January 28, 2000
/s/ C. Duane Ross
- ------------------------------------------------
C. Duane Ross
Chairman of the Board
Date: January 28, 2000
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
------- -----------
4.1 Landmark Bancshares, Inc.
Form of Stock Option Agreement
4.2 Form of Stock Award Tax Notice
5.1 Opinion of Malizia Spidi & Fisch, PC as to the validity of the
Common Stock being registered
23.1 Consent of Malizia Spidi & Fisch, PC (appears in their opinion
filed as Exhibit 5.1)
23.2 Consent of Regier Carr & Monroe, L.L.P.
24 Reference is made to the Signatures section of this Registration
Statement for the Power of Attorney contained therein
EXHIBIT 4.1
LANDMARK BANCSHARES, INC.
FORM OF STOCK OPTION AGREEMENT
<PAGE>
LANDMARK BANCSHARES, INC.
STOCK OPTION AGREEMENT
This Agreement constitutes the award of STOCK OPTIONS for a total of
__________ shares of Common Stock, par value $.10 per share, of Landmark
Bancshares, Inc. (the "Corporation"), to __________ (the "Participant") on such
terms and conditions as are set forth hereinafter.
1. Definitions. As used herein, the following definitions shall apply.
"Award" means the grant by the Board of the Corporation of a Stock
Option as detailed hereinafter.
"Bank" shall mean Landmark Federal Savings Bank, or any
predecessor corporation thereto.
"Board" shall mean the Board of Directors of the Corporation, or
any successor or parent corporation thereto.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Committee" shall mean the Board or the Stock Option Committee
which may be appointed by the Board from time to time.
"Common Stock" shall mean common stock, par value $0.10 per share,
of the Corporation, or any successor or parent corporation thereto.
"Corporation" shall mean Landmark Bancshares, Inc., the parent
corporation for the Bank, or any predecessor or Parent thereof.
"Director" shall mean a member of the Board of the Corporation, or
any successor or parent corporation thereto.
"Director Emeritus" shall mean a person serving as a director
emeritus, advisory director, consulting director or other similar position as
may be appointed by the Board of Directors of the Bank or the Corporation from
time to time.
"Disability" means any physical or mental impairment which renders
the Participant incapable of continuing in the employment or service of the Bank
or the Parent in his then current capacity as determined by the Committee.
"Date of Grant" shall mean ________________, 1996.
A-1
<PAGE>
"Employee" shall mean a person employed by the Corporation or any
present or future Parent or Subsidiary of the Corporation.
"Fair Market Value" shall mean: (i) if the Common Stock is traded
otherwise than on a national securities exchange, then the Fair Market Value per
Share shall be equal to the mean between the last bid and ask price of such
Common Stock on such date or, if there is no bid and ask price on said date,
then on the immediately prior business day on which there was a bid and ask
price. If no such bid and ask price is available, then the Fair Market Value
shall be determined by the Committee in good faith; or (ii) if the Common Stock
is listed on a national securities exchange, then the Fair Market Value per
Share shall be not less than the average of the highest and lowest selling price
of such Common Stock on such exchange on such date, or if there were no sales on
said date, then the Fair Market Value shall be not less than the mean between
the last bid and ask price on such date.
"Option" or "Stock Option" shall mean an option to purchase Shares
awarded herein which option is not intended to qualify under Section 422 of the
Code.
"Optioned Stock" shall mean Common Stock subject to an Option
granted pursuant to the Agreement.
"Parent" shall mean any present or future corporation which would
be a "parent corporation" as defined in Subsections 424(e) and (g) of the Code.
"Participant" means ______________________.
"Share" shall mean one share of Common Stock.
"Subsidiary" shall mean any present or future corporation which
would be a "subsidiary corporation" as defined in Subsections 424(f) and (g) of
the Code.
2. Option Price. The Option exercise price is $________ for each Share,
representing 100% of the Fair Market Value of the Common Stock on the Date of
Grant as determined by the Board of the Corporation.
3. Exerciseability of Options.
(a) Schedule of Exercise. This Option shall be immediately
exercisable as of the Date of Grant for a period of not more that ten years
thereafter, as noted herein.
(b) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(i) 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);
A-2
<PAGE>
(ii) Contain such representations and agreements as
to the Participant's investment intent with respect to such shares of
Common Stock as may be satisfactory to the Corporation's counsel;
(iii) 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 Participant, be accompanied by proof,
satisfactory to counsel for the Corporation, of the right of such
person or persons to exercise the Option; and
(iv) Be in writing and delivered in person or by
certified mail to the Treasurer of the Corporation.
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check. 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.
(c) Restrictions on Exercise. This 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 the Participant's exercise of this Option, the Corporation may
require the person exercising this Option to make any representation and
warranty to the Corporation as may be required by any applicable law or
regulation.
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 and may
be exercised during the lifetime of the Participant only by the Participant. The
terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Participant.
5. Six Month Holding Period. A total of six months must elapse between
the Date of Grant of an Option and the date of the sale of Common Stock received
through the exercise of an Option.
6. Recapitalization, Merger, Consolidation, Change in Control and
Similar Transactions.
(a) Adjustment. Subject to any required action by the
stockholders of the Corporation, within the sole discretion of the Committee,
the aggregate number of Shares of Common Stock for which Options may be granted
hereunder, the number of Shares of Common Stock covered by each outstanding
Option, and the exercise price per Share of Common Stock of each such Option,
shall all be proportionately adjusted for any increase or decrease in the number
of issued and outstanding Shares of Common Stock resulting from a subdivision or
consolidation of Shares (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of shares, or
otherwise) or the payment of a stock dividend (but only on the Common Stock) or
any other increase or decrease in the number of such Shares of Common Stock
effected without the receipt of consideration by the Corporation (other than
Shares held by dissenting stockholders).
A-3
<PAGE>
(b) Change in Control. In the event of such a change in
control or imminent change in control, the Participant shall, at the discretion
of the Committee, be entitled to receive cash in an amount equal to the fair
market value of the Common Stock subject to any Stock Option over the Option
Price of such Shares, in exchange for the surrender of such Options by the
Participant on that date in the event of a change in control or imminent change
in control of the Corporation. For purposes of the Agreement, "change in
control" shall mean: (i) the execution of an agreement for the sale of all, or a
material portion, of the assets of the Corporation; (ii) the execution of an
agreement for a merger or recapitalization of the Corporation or any merger or
recapitalization whereby the Corporation is not the surviving entity; (iii) a
change of control of the Corporation, as otherwise defined or determined by the
Office of Thrift Supervision or regulations promulgated by it; or (iv) the
acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of that term as it is used in Section 13(d) of the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five
percent (25%) or more of the outstanding voting securities of the Corporation by
any person, trust, entity or group. This limitation shall not apply to the
purchase of shares by underwriters in connection with a public offering of
Corporation stock, or the purchase of shares of up to 25% of any class of
securities of the Corporation by a tax-qualified employee stock benefit plan
which is exempt from the approval requirements, set forth under 12 C.F.R.
?574.3(c)(1)(vi) as now in effect or as may hereafter be amended. The term
"person" refers to an individual or a corporation, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein. For
purposes of the Agreement, "imminent change in control" shall refer to any offer
or announcement, oral or written, by any person or persons acting as a group, to
acquire control of the Corporation. The decision of the Committee as to whether
a change in control or imminent change in control has occurred shall be
conclusive and binding.
(c) Extraordinary Corporate Action. Subject to any required
action by the stockholders of the Corporation, in the event of any change in
control, recapitalization, merger, consolidation, exchange of Shares, spin-off,
reorganization, tender offer, partial or complete liquidation or other
extraordinary corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:
(i) appropriately adjust the number of Shares of
Common Stock subject to each Option, the exercise price per Share of Common
Stock, and the consideration to be given or received by the Corporation upon the
exercise of any outstanding Option;
(ii) cancel any or all previously granted Options,
provided that appropriate consideration is paid to the Participant in connection
therewith; and/or
(iii) make such other adjustments in connection with
the Agreement as the Committee, in its sole discretion, deems necessary,
desirable, appropriate or advisable.
7. Related Matters.
(a) Payment. Full payment for each Share of Common Stock
purchased upon the exercise of any Stock Option granted herein shall be made at
the time of exercise of each such Stock Option and shall be paid in cash (in
United States Dollars), Common Stock or a combination of cash and Common Stock.
Common Stock utilized in full or partial payment of the exercise price shall be
valued at its fair
A-4
<PAGE>
market value at the date of exercise. The Corporation shall accept full or
partial payment in Common Stock only to the extent permitted by applicable law.
No Shares of Common Stock shall be issued until full payment therefor has been
received by the Corporation, and no Participant shall have any of the rights of
a stockholder of the Corporation until Shares of Common Stock are issued to him.
(b) Cashless Exercise. A Participant who has held a Stock
Option for at least six months may engage in the "cashless exercise" of the
Option. In a cashless exercise, a Participant gives the Corporation written
notice of the exercise of the Option together with an order to a registered
broker-dealer or equivalent third party, to sell part or all of the Optioned
Stock and to deliver enough of the proceeds to the Corporation to pay the Option
price and any applicable withholding taxes. If the Participant does not sell the
Optioned Stock through a registered broker-dealer or equivalent third party, he
can give the Corporation written notice of the exercise of the Option and the
third party purchaser of the Optioned Stock shall pay the Option price plus any
applicable withholding taxes to the Corporation.
(c) Transferability. Any Stock Option granted pursuant to the
Agreement shall be exercised during a Participant's lifetime only by the
Participant to whom it was granted and shall not be assignable or transferable
otherwise than by will or by the laws of descent and distribution.
(d) Effect of Termination of Employment or Service. Upon the
termination of an Participant's employment or service with the Corporation or
the Bank as a Director, Director Emeritus or Employee, the Participant may
continue to exercise such Options for a period of__________________ from the
date of termination of employment or service by the Participant, but not later
than the date on which the Option would otherwise expire. Such Options of a
deceased Participant may be exercised within two years from the date of his or
her death, but not later than the date on which the Option would otherwise
expire.
(e) Change in Applicable Law. Notwithstanding any other
provision contained in the Agreement, in the event of a change in any federal or
state law, rule or regulation which would make the exercise of all or part of
any previously granted Stock Option unlawful or subject the Corporation to any
penalty, the Committee may restrict any such exercise without the consent of the
Participant or other holder thereof in order to comply with any such law, rule
or regulation or to avoid any such penalty.
(f) Conditions Upon Issuance of Shares. Shares shall not be
issued with respect to any Option granted under the Agreement 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.
The inability of the Corporation to obtain from any regulatory body or
authority deemed by the Corporation's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder shall relieve the Corporation of any
liability in respect of the non-issuance or sale of such Shares.
As a condition to the exercise of an Option, the Corporation 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.
A-5
<PAGE>
(g) Withholding Tax. The Corporation shall have the right to
deduct from all amounts paid in cash with respect to the cashless exercise of
Options under the Agreement any taxes required by law to be withheld with
respect to such cash payments. Where a Participant or other person is entitled
to receive Shares pursuant to the exercise of an Option pursuant to the
Agreement, the Corporation shall have the right to require the Participant or
such other person to pay the Corporation the amount of any taxes which the
Corporation is required to withhold with respect to such Shares, or, in lieu
thereof, to retain, or to sell without notice, a number of such Shares
sufficient to cover the amount required to be withheld.
(h) Governing Law. The Agreement shall be governed by and
construed in accordance with the laws of the State of Kansas, except to the
extent that federal law shall be deemed to apply.
(i) Administration. All decisions, determinations and
interpretations of the Committee shall be final and conclusive on all persons
affected thereby.
8. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon any corporate or other successor of the Bank or Parent which
shall acquire, directly or indirectly, by merger, consolidation, purchase or
otherwise, all or substantially all of the assets or stock of the Bank or
Parent.
9. Amendments. No amendments or additions to this Agreement shall be
binding upon the parties hereto unless made in writing and signed by both
parties, except as herein otherwise specifically provided.
10. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceablitiy of the other provisions hereof.
11. Entire Agreement. This Agreement together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto.
A-6
<PAGE>
This Agreement is hereby executed between the parties as of
____________, 1996
LANDMARK BANCSHARES, INC.
By: _________________________
Attest:
______________________________
[SEAL]
ACCEPTED: _________________________
PARTICIPANT
EXHIBIT 4.2
FORM OF STOCK AWARD TAX NOTICE
<PAGE>
TAX ISSUES RELATED TO EXERCISE OF STOCK OPTIONS
This memorandum reviews the tax effects upon the exercise of
"Non-Incentive Stock Options" ("NSOs").
Upon the exercise of an NSO, the amount by which the fair market value
of the shares on the date of exercise exceeds the exercise price will be taxed
to the optionee as ordinary income. The Company will be entitled to a deduction
in the same amount, provided it makes all required withholdings on the
compensation element of the exercise. In general, the optionee's tax basis in
the shares acquired by exercising an NSO is equal to the fair market value of
such shares on the date of exercise. Upon a subsequent sale of any such shares
in a taxable transaction, the optionee will realize capital gain or loss
(long-term or short-term, depending on whether the shares were held for more
than 12 months before the sale) in an amount equal to the difference between his
or her basis in the shares and the sale price.
Special rules apply if an optionee pays the exercise price upon
exercise of NSOs with previously acquired shares of stock. Such a transaction is
treated as a tax-free exchange of the old shares for the same number of new
shares. To that extent, the optionee's basis in the new shares is the same as
his or her basis in the old shares, i.e., there is a carryover of basis, and the
capital gain holding period runs without interruption from the date when the old
shares were acquired. The value of any new shares received by the optionee in
excess of the number of old shares surrendered less any cash the optionee pays
for the new shares will be taxed as ordinary income. The optionee's basis in the
additional shares is equal to the fair market value of such shares on the date
the shares were transferred, and the capital gain holding period commences on
the same date. The effect of these rules is to defer the date when any gain in
the old shares that are used to buy new shares must be recognized for tax
purposes. Stated differently, these rules allow an optionee to finance the
exercise of an NSO by using shares of stock that he or she already owns, without
paying current tax on any unrealized appreciation in the value of all or a
portion of those old shares.
EXHIBIT 5.1
OPINION OF MALIZIA SPIDI & FISCH, PC AS TO
THE VALIDITY OF THE COMMON STOCK BEING REGISTERED
<PAGE>
MALIZIA SPIDI & FISCH, PC
ATTORNEYS AT LAW
1301 K STREET, N.W. 637 KENNARD ROAD
SUITE 700 EAST STATE COLLEGE, PENNSYLVANIA 16801
WASHINGTON, D.C. 20005 (814) 466-6625
(202) 434-4660 FACSIMILE: (814) 466-6703
FACSIMILE: (202) 434-4661
January 28, 2000
Board of Directors
Landmark Bancshares, Inc.
Central & Spruce Streets
Dodge City, Kansas 67801
RE: Registration Statement on Form S-8:
----------------------------------
Landmark Bancshares, Inc. Stock Option Agreements
Gentlemen:
We have acted as special counsel to Landmark Bancshares, Inc., a Kansas
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to 30,532 shares of common stock, par value $.10 per share
(the "Common Stock") of the Company which may be issued upon the exercise of
options granted or which may be granted under the Landmark Bancshares, Inc.
Stock Option Agreements (the "Plan"), 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 the stock awards granted
under and in accordance with the terms of the Plan will be duly and validly
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.
Sincerely,
/s/ Malizia Spidi & Fisch, PC
-----------------------------------
Malizia Spidi & Fisch, PC
EXHIBIT 23.1
CONSENT OF MALIZIA SPIDI & FISCH, PC
(APPEARS IN THEIR OPINION FILED AS EXHIBIT 5.1)
EXHIBIT 23.2
CONSENT OF REGIER CARR & MONROE, L.L.P.
<PAGE>
[LETTERHEAD OF REGIER CARR & MONROE, L.L.P.]
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors and Stockholders
Landmark Bancshares, Inc.
Central & Spruce Streets
Dodge City, Kansas 67801
We consent to the incorporation by reference in this Registration
Statement of Landmark Bancshares, Inc. on Form S-8 of our report dated October
28, 1999 incorporated by reference in the Annual Report on Form 10-K of Landmark
Bancshares, Inc. for the year ended September 30, 1999.
/s/ Regier Carr & Monroe, L.L.P.
--------------------------------
Regier Carr & Monroe, L.L.P.
January 24, 2000
Wichita, Kansas
