As filed with the Securities and Exchange Commission on
June 18, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
Under
The Securities Act of 1933
HEARTLAND FINANCIAL USA, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
42-1405748
(I.R.S. Employer Identification No.)
1398 Central Avenue
Dubuque, Iowa 52004
(Address of principal executive offices)
HEARTLAND FINANCIAL USA, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
John K. Schmidt
Executive Vice President
Heartland Financial USA, Inc.
1398 Central Avenue
Dubuque, Iowa 52004
(Name and address of agent for service)
(319) 589-2000
(Telephone number, including area code, of agent for service)
With copies to:
Douglas J. Tucker, Esq.
Richard A. Sirus, Esq.
Barack, Ferrazzano, Kirschbaum & Perlman
333 West Wacker Drive, Suite 2700
Chicago, Illinois 60606
(312) 984-3100
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed Amount of
Title of Maximum Maximum Registration
Securities Amount Offering Aggregate Fee (3)
to be to be Price per Offering
Registered Registered(1)(2) Share (3) Price(2)(3)
<S> <C> <C> <C> <C>
Common Stock,
$1.00
Par Value 200,000 $20.00 $4,000,000 $1,379
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement
also covers an indeterminate amount of interests to be
offered or sold pursuant to the Heartland Financial USA,
Inc. Employee Stock Purchase Plan (the "Plan").
(2) Pursuant to Rule 416(a) under the Securities Act, this
Registration Statement also registers such indeterminate
number of additional shares as may be issuable under the
Plan in connection with share splits, share dividends or
similar transactions.
(3) Estimated pursuant to Rule 457(h) under the Securities Act,
solely for the purpose of calculating the registration fee,
based on the average of the bid and asked prices for the
Registrant's common stock as reported within five business
days prior to the date of this filing.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participants in the
Heartland Financial USA, Inc. Employee Stock Purchase Plan (the
"Plan") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission,
but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by
Heartland Financial USA, Inc. (the "Company") with the Commission
are hereby incorporated by reference into this Registration
Statement:
(a) The Company's Annual Report on Form 10-K
(the "Annual Report") filed by the Company (SEC
File No. 0-24724) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")
with the Commission on March 29, 1996.
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the Exchange Act since the end
of the fiscal year covered by the Annual Report
referred to in (a) above.
(c) The description of the Company's Common
Stock set forth on pages 108-112 of Amendment
No. 1 to the Company's Registration Statement on
Form S-4, filed with the Commission on May 4,
1994 (SEC file No. 33-76228), is hereby
incorporated by reference, together with all
amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company or the Plan
with the Commission pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference into
this Registration Statement and to be a part thereof from the
date of the filing of such documents. Any statement contained in
the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or
superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the
extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to
be, incorporated by reference herein or therein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement
and the Prospectus.
Item 4. Description of Securities.
The description of the Company's Common Stock set forth on
pages 108-112 of Amendment No. 1 to the Company's Registration
Statement on Form S-4, filed with the Commission on May 4, 1994
(SEC file No. 33-76228), is hereby incorporated by reference,
together with all amendments or reports filed for the purpose of
updating such description.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
In accordance with the General Corporation Law of the State
of Delaware found at Chapter 1 of Title 8 of the Delaware Code
(the "DGCL"), Article IX of the Company's Certificate of
Incorporation (the "Certificate") provides that any director or
officer of the Company, who in his or her capacity as such is
made or threatened to be made a party to any suit or proceeding,
must be indemnified if such director or officer acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company. The DGCL
further provides that such indemnification is not exclusive of
any other rights to which such individuals may be entitled under
a company's certificate of incorporation or any agreement,
insurance policy, vote of stockholders or disinterested directors
or otherwise. Additionally, under Article X of the Certificate,
members of the board of directors of the Company may not be held
personally liable for monetary damages to the Company or its
stockholders for breach of fiduciary duty except for specifically
enumerated acts.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Exhibit Index following the signature page to this
Registration Statement, which Exhibit Index is incorporated
herein by reference.
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 the
Registration Statement to include: (i) any prospectus
required by Section 10(a)(3) of the Securities Act; (ii)
to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement; and (iii) 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 provisions (i) and (ii) of this
undertaking are inapplicable if the information to be
filed thereunder is contained in periodic reports filed by
the Company pursuant to Sections 13 or 15(d) of the
Exchange Act and incorporated by reference into 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 undersigned 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 provision, or otherwise, the registrant has been
advised that in the opinion of the 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 of
expenses incurred or paid by a director, officer or controlling
person 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 Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dubuque,
State of Iowa, on June 18, 1996.
HEARTLAND FINANCIAL USA, INC.
By: /s/ Lynn S. Fuller
----------------------------
Lynn S. Fuller
Chairman of the Board and
Chief Executive Officer
By: /s/ John K. Schmidt
----------------------------
John K. Schmidt
Executive Vice
President and
Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
Know all men by these presents, that each person whose
signature appears below constitutes and appoints Lynn S. Fuller
and John K. Schmidt, and each of them, their true and lawful
attorney-in-fact and agent, each with full power of substitution
and re-substitution, for them and in their name, place and stead,
in any and all capacities to sign any or all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent 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 they might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or any of them, 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 each of the
following persons in the capacities indicated on the dates
indicated below on June 18, 1996.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ Lynn S. Fuller Chairman of the Board and Chief
Lynn S. Fuller Executive Officer
/s/ Lynn B. Fuller Director and President
Lynn B. Fuller
/s/ Mark C. Falb Director
Mark C. Falb
/s/ Evangeline K. Jansen Director
Evangeline K. Jansen
/s/ Gregory R. Miller Director
Gregory R. Miller
/s/ James A. Schmid Director
James A. Schmid
/s/ Robert Woodward Director
Robert Woodward
/s/ John K. Schmidt Executive Vice President and
John K. Schmidt Chief Financial Officer
</TABLE>
<PAGE>
HEARTLAND FINANCIAL USA, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit
No. Description
<S> <C>
4.1 Certificate of Incorporation of Heartland
Financial USA, Inc. (incorporated by reference to
Exhibit 3.1 of the Form S-4 Registration Statement
filed with the Commission on March 10, 1994, as amended
(SEC File No. 33-76228))
4.2 Bylaws of Heartland Financial USA, Inc.
(incorporated by reference to Exhibit 3.2 of the Form S-
4 Registration Statement filed with the Commission on
March 10, 1994, as amended (SEC File No. 33-76228))
5.1 Opinion of Barack, Ferrazzano, Kirschbaum & Perlman
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on Signature Page to
this Registration Statement)
99.1 Heartland Financial USA, Inc. Employee Stock
Purchase Plan
</TABLE>
EXHIBIT 99.1
HEARTLAND FINANCIAL USA, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose of the Plan
The purpose of the HEARTLAND FINANCIAL USA, INC. EMPLOYEE
STOCK PURCHASE PLAN (hereinafter referred to as the "Plan") is to
secure for HEARTLAND FINANCIAL USA, INC. and its Related
Corporations (hereinafter referred to as the "Company") and its
stockholders the benefits of the incentive inherent in the
ownership of common stock by Employees. The Plan is intended to
comply with the provisions of Code Section 423 and shall be
administered, interpreted and construed in accordance with such
provisions.
2. Definitions
When used herein, the following terms shall have the
following meanings:
a. Board. Shall mean the Board of Directors of the
Company.
b. Code. Shall mean the Internal Revenue Code of 1986,
and any amendments thereto.
c. Committee. Shall mean the Compensation Committee of
the Board.
d. Compensation. Shall mean "compensation" as defined
under the Heartland Financial Retirement Plan (the "Retirement
Plan") for purposes of non-discretionary employer contribution
allocations.
e. Employee. Shall mean each employee of the Company.
f. Entry Date. Shall mean the first day of each Plan
Year.
g. Fair Market Value. Shall mean such amount as may be
determined by the Committee in its sole discretion.
h. Grant Date. Shall mean the first day of each Plan
Year, or such other date as may be determined by the Committee in
its sole discretion.
i. Investment Date. Shall mean the last day of each Plan
Year, or such other date as may be determined by the Committee in
its sole discretion.
j. Participant. Shall mean an Employee who has met the
requirements of Paragraph 3 and has elected to participate in the
Plan pursuant to Paragraph 4.
k. Payroll Deduction Account. Shall mean the bookkeeping
entry established by the Company for each Participant pursuant to
Paragraph 4.
l. Plan Year. Shall mean January 1 through December 31.
m. Related Corporation. Shall mean a corporation which
would be a parent or subsidiary corporation with respect to the
Company as defined in Code Section 424(e) or (f).
3. Eligibility
Each Employee shall be eligible to participate in the Plan
beginning on the Entry Date coincident with or next following the
date on which the Employee has been employed with the Company for
one year and has completed 1,000 hours of service for the
Company.
4. Participation and Payroll Deductions
a. Enrollment. Each Employee may elect to participate in
the Plan for a Plan Year by completing an enrollment form
prescribed by the Committee and returning it to the Company on or
before the date specified by the Committee, which date shall
precede the Employee's Entry Date. Each Employee shall be
advised of the purchase price determined under Subparagraph
5(b)(ii) before enrolling in the Plan.
b. Amount of Deduction. The enrollment form shall specify
a payroll deduction amount of up to fifteen percent (in whole
numbers) of Compensation which shall be withheld from the
Participant's regular paychecks, including bonus paychecks, for a
Plan Year; provided, however, that no Employee shall be permitted
to specify a deduction in excess of the amount necessary to
purchase 500 Shares for a Plan Year. The Committee in its sole
discretion, may authorize payment in respect of any option
exercised hereunder by personal check.
c. Payroll Deduction Accounts. Each Participant's payroll
deduction shall be credited, as soon as practicable following the
relevant pay date, to a Payroll Deduction Account, pending the
purchase of Shares in accordance with the provisions of the Plan.
All such amounts shall be assets of the Company and may be used
by the Company for any corporate purpose. No interest shall
accrue or be paid on amounts credited to a Payroll Deduction
Account.
d. Subsequent Plan Years. Unless otherwise specified
prior to the beginning of any Plan Year on an enrollment form
prescribed by the Committee, a Participant shall be deemed to
have elected to participate in each subsequent Plan Year for
which the Participant is eligible to the same extent and in the
same manner as at the end of the prior Plan Year.
e. Change in Participation.
(i) At any time during a Plan Year, a Participant may
cease participation in the Plan by completing and filing the
form prescribed by the Committee with the Company. Such
cessation will become effective as soon as practicable
following receipt of such form by the Company, whereupon no
further payroll deductions will be made and the Company
shall pay to such Participant an amount equal to the balance
in the Participant's Payroll Deduction Account as soon as
practicable thereafter. To the extent then eligible, any
Participant who ceased to participate may elect to
participate again on any subsequent Entry Date.
(ii) At any time during the Plan Year (but not more
than once in any calendar quarter) a Participant may
increase or decrease the percentage of Compensation subject
to payroll deduction within the limits provided in
Subparagraph (b) above, by filing the form prescribed by the
Committee with the Company. Such increase or decrease shall
become effective with the first pay period following receipt
of such form to which it may be practicably applied.
(iii) Notwithstanding anything herein to the
contrary, in the event the Committee determines under
Subparagraph 5(b)(ii) to change the purchase price of the
Shares, each Participant shall be advised in advance of the
effective date of such change and afforded the opportunity
to make a change in participation under Subparagraphs
4(e)(i) or 4(e)(ii) before such change in the purchase price
takes effect.
(iv) Any Participant who receives a distribution under
the Retirement Plan on account of a financial hardship, as
determined under such plan, shall be suspended from
participation in the Plan for the same period as such
Participant's participation in the Retirement Plan shall be
suspended.
5. Offerings
a. Maximum Number of Shares. The Committee will implement
the Plan by making offerings of Shares on each Grant Date until
the maximum number of Shares available under the Plan have been
issued pursuant to the exercise of options.
b. Exercise of Options.
(i) Subject to Subparagraph 5(c), on each Investment
Date, each Participant shall be deemed, subject to
Subparagraph 5(d), without any further action, to have
exercised and purchased, the number of Shares determined by
dividing the amount credited to the Participant's Payroll
Deduction Account on such date by the purchase price (as
determined in Subparagraph (b)(ii) below).
(ii) The purchase price for each Share shall be
expressed as a percentage of Fair Market Value on the Grant
Date as shall be determined by the Committee, but in no
event shall such purchase price be less than eighty-five
percent (85%) of the Fair Market Value of such Share on the
Grant Date.
c. Oversubscription of Shares. If the total number of
Shares for which options are exercised on any Investment Date
exceeds the maximum number of Shares available under the Plan,
the Company shall make an allocation of the Shares available for
delivery and distribution among the Participants in as nearly a
uniform manner as shall be practicable.
d. Limitations on Grant and Exercise of Options.
(i) No option granted under this Plan shall permit a
Participant to purchase Shares under all employee stock
purchase plans (as defined under Code Section 423(b)) of the
Company at a rate which, in the aggregate, exceeds $25,000
of the Fair Market Value of such Shares (determined at the
time the option is granted) for each calendar year in which
the option is outstanding at any time.
(ii) No Employee who would own, immediately after the
option is granted, Shares possessing five percent (5%) or
more of the total combined voting power or value of all
classes of Shares of the Company (a "5% Owner") shall be
granted an option. For purposes of determining whether an
Employee is a 5% Owner, the rules of Code Section 424(d)
shall apply in determining the Share ownership of an
individual and Shares which the Employee may purchase under
outstanding options shall be treated as Shares owned by the
Employee.
6. Distributions of Shares
a. Annual Distributions. As soon as practicable following
an Investment Date, Shares deemed purchased pursuant to
Subparagraph 5(b) shall be distributed to the Participant.
b. Termination of Employment. If a Participant's
employment with the Company terminates for any reason during a
Plan Year, all amounts credited to the Participant's Payroll
Deduction Account shall be refunded to the Participant or, in the
event of the Participant's death, to the Participant's estate, as
soon as practicable.
7. Rights as a Stockholder
When a Participant purchases Shares pursuant to the Plan,
the Participant shall have all of the rights and privileges of a
stockholder of the Company with respect to the Shares so
purchased or credited, whether or not certificates representing
such Shares shall have been issued.
8. Options Not Transferable
Options granted under the Plan are not transferable by a
Participant and are exercisable during the Participant's lifetime
only by the Participant.
9. Common Stock
a. Reserved Shares. There shall be reserved for the
issuance and purchase under the Plan an aggregate of 200,000
Shares, subject to adjustment as provided in Section 10. Shares
subject to the Plan may be Shares now or hereafter authorized but
unissued, treasury shares or shares available in the open market,
at the discretion of the Board of Directors.
b. Restrictions on Exercise. In its sole discretion, the
Board may require as conditions to the exercise of any option
that Shares reserved for issuance upon the exercise of an option
shall have been duly listed on any recognized national securities
exchange, and that either a registration statement under the
Securities Act of 1933, as amended, with respect to said Shares
shall be effective, or the Participant shall have represented at
the time of purchase, in form and substance satisfactory to the
Company, that it is the Participant's intention to purchase the
Shares for investment only and not for resale or distribution.
c. Restriction on Sale. Shares purchased hereunder shall
not be transferable by a Participant for a period of twelve (12)
months immediately following the Investment Date on which such
Shares were purchased.
d. Registration of Shares. Shares to be delivered to a
Participant under the Plan will be registered in the name of the
Participant, or, if the Participant so directs by written notice
to the Treasurer of the Company prior to the Investment Date
applicable thereto, in the names of the Participant and one such
other person as may be designated by the Participant, as joint
tenants with rights of survivorship or as tenants by the
entireties, to the extent permitted by applicable law.
e. Right of First Refusal. If any Shares issued under the
Plan are not readily tradable on an established market on the
date an owner intends to sell such Shares, such owner shall first
offer such Shares to the Company for purchase and the Company
shall have thirty (30) days to exercise its right to purchase
such Shares. The owner shall give written notice to the Company
stating that he or she has a bona fide offer for the purchase of
such Shares, stating the number of Shares to be sold, the name
and address of the person(s) offering to purchase the Shares and
the purchase price and terms of payment of such sale. The owner
shall be entitled to receive the same purchase price offered by
such person(s) offering to purchase such Shares. Payment may be
in a lump sum or, if the lump sum exceeds $100,000, in
substantially equal annual or more frequent installments over a
period not exceeding five (5) years in the discretion of the
Committee. If a method of deferred payments is selected, the
unpaid balance shall earn interest at a rate that is
substantially equal to the rate at which the Company could borrow
the amount due and shall be secured by a pledge of the Shares
purchased or such other adequate security as agreed to by the
Company and the owner. For purposes of this subparagraph, Shares
shall be considered not readily tradable on an established market
if such Shares are not publicly tradable or because such Shares
are subject to a trading limitation under any federal or state
securities law or regulation that would make such Shares less
freely tradable than stock not so restricted. For purposes of
this subparagraph, an owner shall include any person who acquires
Shares from any other person and for any reason; including, but
not limited to, by gift, death or sale.
10. Adjustment Upon Changes In Capitalization
In the event of a subdivision or consolidation of the
outstanding Shares, or the payment of a stock dividend hereon,
the number of Shares reserved or authorized to be reserved under
this Plan shall be increased or decreased, as the case may be,
proportionately, and such other adjustments shall be made as may
be deemed necessary or equitable by the Board. In the event of
any other change affecting the Shares, such adjustments shall be
made as may be deemed equitable by the Board, in its sole
discretion, to give proper effect to such event, subject to the
limitations of Code Section 424.
11. Administration
a. Appointment. The Plan shall be administered by the
Committee which shall be comprised of at least two (2) non-
employee disinterested directors appointed by the Board. A
disinterested director is any member of the Board who within the
prior year has not been, and is not being, granted any awards
related to the Shares under the Plan or any other plan of the
Company except for awards which: (i) are calculated in
accordance with a formula as contemplated in paragraph (c)(ii) of
Securities and Exchange Commission Rule 16b-3 ("Rule 16b-3");
(ii) result from participation in an ongoing securities
acquisition plan meeting the conditions of paragraph (d)(2) of
Rule 16b-3; or (iii) arise from an election by a director to
receive all or part of his or her Board fees in securities.
b. Authority. Subject to the express provisions of the
Plan, the Committee shall have authority to interpret the Plan,
to prescribe, amend and rescind rules and regulations relating to
it, and to make all other determinations necessary or advisable
in administering the Plan, all of which determinations shall be
final and binding upon all persons. If and to the extent
required by Rule 16b-3 or any successor exemption under which the
Committee believes it is appropriate for the Plan to qualify, the
Committee may restrict a Participant's ability to participate in
the Plan or sell any Shares received under the Plan for such
period as the Committee deems appropriate or may impose such
other conditions in connection with participation or
distributions under the Plan as the Committee deems appropriate.
c. Duties of Committee. The Committee shall establish and
maintain records of the Plan and of each Payroll Deduction
Account established for any Participant hereunder.
d. Plan Expenses. The Company shall pay the fees and
expenses of accountants, counsel, agents and other personnel and
all other costs of administration of the Plan.
e. Indemnification. To the maximum extent permitted by
law, no member of the Committee shall be personally liable by
reason of any contract or other instrument executed by such
member or on such member's behalf in such member's capacity as a
member of the Committee or for any mistake of judgment made in
good faith, and the Company shall indemnify and hold harmless,
directly from its own assets (including the proceeds of any
insurance policy the premiums of which are paid from the
Company's own assets), each member of the Committee and each
other officer, employee or director of the Company to whom any
duty or power relating to the administration or interpretation of
the Plan or to the management or control of the assets of the
Plan may be delegated or allocated, against any cost or expense
(including fees, disbursements and other charges of legal
counsel) or liability (including any sum paid in settlement of a
claim with the approval of the Company) arising out of any act or
omission to act in connection with the Plan unless arising out of
such person's own fraud, willful misconduct or bad faith. The
foregoing shall not be deemed to limit the Company's obligation
to indemnify any member of the Committee under the Company's
Certificate of Incorporation or By-laws, or any other agreement
between the Company and such member.
12. Amendment and Termination
a. Amendment. Subject to the provisions of Code Section
423, the Board may amend the Plan in any respect; provided,
however, that the Plan may not be amended in any manner that will
retroactively impair or otherwise adversely affect the rights of
any person to benefits under the Plan which have accrued prior to
the date of such action.
b. Termination. The Plan will terminate on the earlier
of: (i) the Investment Date that Participants become entitled to
purchase a number of Shares greater than the number of reserved
Shares available for purchase; or (ii) ten (10) years from the
effective date hereof. In addition, the Plan may be terminated
at any time, in the sole discretion of the Board.
13. Effective Date
The Plan was adopted by the Board to be effective on January
1, 1996, subject to approval by the holders of the majority of
Shares present and represented at an annual or special meeting of
the stockholders held within twelve (12) months of the date the
Plan is adopted.
14. Governmental and Other Regulations
The Plan and the grant and exercise of options to purchase
Shares hereunder, and the Company's obligations to sell and
deliver Shares upon the exercise of options to purchase Shares,
shall be subject to all applicable federal, state and foreign
laws, rules and regulations, and to such approvals by any
regulatory or governmental agency as, in the opinion of counsel
to the Company, may be required.
15. No Employment Rights
The Plan does not create, directly or indirectly, any right
for the benefit of any Employee or class of Employees to purchase
any Shares under the Plan, or create in any Employee or class of
Employees any right with respect to continuation of employment by
the Company, and it shall not be deemed to interfere in any way
with the Company's right to terminate, or otherwise modify, an
Employee's employment at any time.
16. Withholding
As a condition to receiving Shares hereunder, the Company
may require the Participant to make a cash payment to the Company
of, or the Company may withhold from any Shares distributable
under the Plan, an amount necessary to satisfy all federal,
state, city or other taxes as may be required to be withheld in
respect of such payments pursuant to any law or governmental
regulation or ruling.
17. Offsets
To the extent permitted by law, the Company shall have the
absolute right to withhold any amounts payable to any Participant
under the terms of the Plan to the extent of any amount owed for
any reason by such Participant to the Company and to set off and
apply the amounts so withheld to payment of any such amounts owed
to the Company, whether or not such amounts shall then be
immediately due and payable and in such order or priority as
among such amounts owed as the Committee, in its sole discretion,
shall determine.
18. Notices, Etc.
All elections, designations, requests, notices, instructions
and other communications from a Participant to the Committee or
the Company required or permitted under the Plan shall be in such
form as is prescribed from time to time by the Committee, shall
be mailed by first-class mail or delivered to such location as
shall be specified by the Committee, and shall be deemed to have
been given and delivered only upon actual receipt thereof at such
location.
19. Captions, Etc.
The captions of the Paragraphs and Subparagraphs of this
Plan have been inserted solely as a matter of convenience and in
no way define or limit the scope or intent of any provision of
the Plan. References to Paragraphs herein are to the specified
Paragraphs of this Plan unless another reference is specifically
stated. Wherever used herein, a singular number shall be deemed
to include the plural unless a different meaning is required by
the context.
20. Effect of Plan
The provisions of the Plan shall be binding upon, and inure
to the benefit of, all successors of the Company and each
Participant, including, without limitation, such Participant's
estate and the executors, administrators or trustees thereof,
heirs and legatees, and any receiver, trustee in bankruptcy or
representative of creditors of such Participant.
21. Governing Law
The laws of the State of Iowa shall govern all matters
relating to this Plan except to the extent it is superseded by
the laws of the United States.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholders
Heartland Financial USA, Inc.
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Heartland Financial USA, Inc. of our
report dated January 25, 1996, relating to the consolidated
balance sheets of Heartland Financial USA, Inc. and subsidiaries
as of December 31, 1995 and 1994, and the related consolidated
statements of operations, stockholders' equity, and cash flows
for each of the years in the three-year period ended December 31,
1995, which report appears in the December 31, 1995 annual report
on Form 10-K of Heartland Financial USA, Inc. and subsidiaries.
Our report states, "We previously audited and reported on the
consolidated statements of income, stockholders' equity, and cash
flows of Keokuk Bancshares, Inc. for the year ended September 30,
1993, prior to their restatement for the 1994 pooling of
interests. The contribution of Keokuk Bancshares, Inc. and
subsidiaries to net interest income and net income represented 15
and 17 percent for 1993 of the respective restated totals.
Separate financial statements of Heartland Financial USA, Inc.
included in the 1993 restated consolidated financial statements
were audited and reported on separately by other auditors. We
audited the combination of the accompanying consolidated
statements of income, stockholders' equity, and cash flows for
the year ended December 31, 1993, after restatement for the 1994
pooling of interests; in our opinion, such consolidated
statements have been properly combined on the basis described in
note 2 of the notes to the consolidated financial statements."
/s/ KPMG Peat Marwick LLP
Des Moines, Iowa
June 13, 1996
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in this Registration
Statement of Heartland Financial USA, Inc. and Heartland
Financial USA, Inc. Employee Stock Purchase Plan on Form S-8 of
our report dated February 4, 1994 (which expresses an unqualified
opinion and includes an explanatory paragraph relating to a
change in the method of accounting for investments) appearing in
and incorporated by reference in the Annual report on Form 10-K
of Heartland Financial USA, Inc. for the year ended December 31,
1995.
/s/ Deloitte & Touche LLP
June 18, 1996
Exhibit 5.1
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
TELEPHONE: (312) 984-3100
FAX: (312) 984-3150
June 17, 1996
Heartland Financial USA, Inc.
1398 Central Avenue
Dubuque, Iowa 52004
Ladies and Gentlemen:
We have acted as special counsel to Heartland Financial USA,
Inc., a Delaware corporation (the "Company"), in connection with
the proposed offering of 200,000 shares of its common stock,
$1.00 par value ("Common Shares"), pursuant to the Heartland
Financial USA, Inc., Employee Stock Purchase Plan as amended (the
"Offering"), all as described in the Form S-8 Registration
Statement to be filed with the Securities and Exchange Commission
(the "SEC") on or about June 17, 1996 (the "Registration
Statement"). Capitalized terms used, but not defined, herein
shall have the meanings given such terms in the Registration
Statement. You have requested our opinion concerning certain
matters in connection with the Offering.
We have made such legal and factual investigation as we
deemed necessary for purposes of this opinion. In our
investigation, we have assumed the genuineness of all signatures,
the proper execution of all documents submitted to us as
originals, the conformity to the original documents of all
documents submitted to us as copies and the authenticity of the
originals of such copies.
In arriving at the opinions expressed below, we have
reviewed and examined the following documents:
a. the Certificate of Incorporation of the Company
filed with the Secretary of State of the State of
Delaware on June 18, 1993, and the Company's Bylaws;
b. the Registration Statement, including the
prospectus constituting a part thereof (the
"Prospectus");
c. resolutions of the board of directors of the
Company (the "Board") relating to the Offering; and
d. a form of share certificate representing the
Common Shares approved by the Board.
We call your attention to the fact that our firm only
requires lawyers to be qualified to practice law in the State of
Illinois and, in rendering the foregoing opinions, we express no
opinion with respect to any laws relevant to this opinion other
than the Securities Act of 1933, as amended, and the rules and
regulations thereunder, the laws and regulations of the State of
Illinois, the General Corporation Law of the State of Delaware
and United States federal law.
Based upon the foregoing, but assuming no responsibility for
the accuracy or the completeness of the data supplied by the
Company and subject to the qualifications, assumptions and
limitations set forth herein, it is our opinion that:
1. The Company has been duly organized, is validly
existing and is in good standing under the laws of the State of
Delaware and has due corporate authority to carry on its business
as it is presently conducted.
2. The Company is authorized to issue up to 7,000,000
Common Shares, of which 4,719,152 Common Shares were issued and
are presently outstanding as of June 10, 1996.
3. When the Registration Statement shall have been
declared effective by order of the SEC and the Common Shares to
be sold thereunder shall have been issued and sold upon the terms
and conditions set forth in the Registration Statement, then such
Common Shares will be legally issued, fully paid and non-
assessable.
We express no opinion with respect to any specific legal
issues other than those explicitly addressed herein. We assume
no obligation to advise you of any change in the foregoing
subsequent to the date of this opinion (even though the change
may affect the legal conclusions stated in this opinion letter).
We hereby consent (i) to be named in the Registration
Statement, and in the Prospectus, as attorneys who will pass upon
the legality of the Common Shares to be sold thereunder and (ii)
to the filing of this opinion as an Exhibit to the Registration
Statement.
Sincerely,
/s/ BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
