<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on
June 2, 1999
Registration No.333-________
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________________________
FIRST FEDERAL BANCORPORATION
_______________________________________
(Exact Name of Registrant as Specified in Its Charter)
Minnesota 41-1796238
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
214 5th Street
Bemidji, Minnesota 55601
(218) 751-5120
---------------------------------------------
(Address of Principal Executive Office)
First Federal Bancorporation 1998 Stock Option Plan
-------------------------------------------------------
(Full Title of the Plan)
Gary R. Bronstein, Esquire
Daniel L. Hogans, Esquire
Housley Kantarian and 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================
Title Of Proposed Maximum Proposed Maximum Amount Of
Securities To Be Amount To Be Offering Price Aggregate Offering Registration
Registered Registered Per Share Price Fee
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 150,000 (1) (2) 1,287,500 (2) 357.93
per share
</TABLE>
(1) Maximum number of shares issuable under the First Federal
Bancorporation 1998 Stock Option Plan (150,000 shares), as such
amounts may be increased in accordance with said plan in the
event of a merger, consolidation, recapitalization, stock
dividend, stock split 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. 150,000 shares are being registered hereby, of
which 150,000 are under option at a weighted average exercise
price of $8.583 per share ($1,287,500 in the aggregate).
<PAGE>
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
AUTOMATICALLY UPON THE DATE OF FILING, IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933.
<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*
*This Registration Statement relates to the registration of
150,000 shares of Common Stock, $.01 par value per share, of
First Federal Bancorporation (the "Company") reserved for
issuance and delivery under the First Federal Bancorporation
1998 Stock Option Plan. Documents containing the information
required by Part I of this Registration Statement will be sent
or given to participants in the Stock Option Plan as specified
by Rule 428(b)(1). Such documents are not filed with the
Securities and Exchange 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 is subject to the informational requirements of
the Securities Exchange Act of 1934 and, accordingly, files
periodic reports and other information with the SEC. Reports,
proxy statements and other information concerning the Company
filed with the SEC may be inspected and copies may be obtained
(at prescribed rates) at the SEC's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. SEC
also maintains a Web site that contains reports, proxy and
information statements and other information regarding
registrants that file electronically with the SEC, including the
Company. The address for the SEC'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 September 30, 1998 (Commission File No.
0-25704);
(b) The Company's Quarterly Report on Form 10-QSB for
the quarter ended December 31, 1998 (Commission File No.
0-25704);
(c) The Company's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 1999 (Commission File No. 0-25704);
(d) The description of the Company's securities
obtained in this Company's Registration Statement on Form 8-A as
declared effective by SEC on March 15, 1995.
ALL DOCUMENTS FILED BY THE COMPANY AND THE STOCK OPTION PLAN
PURSUANT TO SECTIONS 13(a), 13(c), 14, AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AFTER THE DATE
HEREOF AND 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, as the common stock is registered under
Section 12 of the Securities and Exchange Act of 1934.
<PAGE>
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE
- ------ COMPANY
INDEMNIFICATION OF OFFICERS AND DIRECTORS OF THE COMPANY
Section 302A.521 of the Minnesota Business Corporation Act
sets forth circumstances under which directors, officers,
employees and agents may be insured or indemnified against
liability which they may incur in their capacities.
302A.521 INDEMNIFICATION. -- Subdivision 1. Definitions.
(a) For purposes of this section, the terms defined in this
subdivision have the meanings given them.
(b) "Corporation" includes a domestic or foreign corporation
that was the predecessor of the corporation referred to in this
section in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the
transaction.
(c) "Official capacity" means (1) with respect to a
director, the position of director in a corporation, (2) with
respect to a person other than a director, the elective or
appointive office or position held by an officer, member of a
committee of the board, or the employment relationship
undertaken by an employee of the corporation, and (3) with
respect to a director, officer, or employee of the corporation
who, while a director, officer, or employee of the corporation,
is or was serving at the request of the corporation or whose
duties in that position involve or involved service as a
director, officer, partner, trustee, employee or agent of
another organization or employee benefit plan, the position of
that person as a director, officer, partner, trustee, employee,
or agent, as the case may be, of the other organization or
employee benefit plan.
(d) "Proceeding" means a threatened, pending, or completed
civil, criminal, administrative, arbitration, or investigative
proceeding, including a proceeding by or in the right of the
corporation.
(e) "Special legal counsel" means counsel who has not
represented the corporation or a related organization, or a
director, officer, member of a committee of the board, or
employee, whose indemnification is in issue.
Subdivision 2. Indemnification mandatory; standard. (a)
Subject to the provisions of subdivision 4, a corporation shall
indemnify a person made or threatened to be made a party to
a proceeding by reason of the former or present official
capacity of the person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against the
person with respect to an employee benefit plan, settlements,
and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the
person complained of in the proceeding, the person:
(1) Has not been indemnified by another organization or
employee benefit plan for the same judgments, penalties, fines,
including without limitation, excise taxes assessed against the
person with respect to an employee benefit plan, settlements,
and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the
proceeding with respect to the same acts or omissions;
(2) Acted in good faith;
(3) Received no improper personal benefit and section
302A.255, if applicable, has been satisfied;
(4) In the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and
<PAGE>
(5) In the case of acts or omissions occurring in the
official capacity described in subdivision 1, paragraph (c),
clause (1) or (2), reasonably believed that the conduct was in
the best interests of the corporation, or in the case of acts or
omissions occurring in the official capacity described in
subdivision 1, paragraph (c), clause (3), reasonably believed
that the conduct was not opposed to the best interests of the
corporation. If the person's acts or omissions complained of in
the proceeding relate to conduct as a director, officer,
trustee, employee, or agent of an employee benefit plan, the
conduct is not considered to be opposed to the best interests of
the corporation if the person reasonably believed that the
conduct was in the best interests of the participants or
beneficiaries of the employee benefit plan.
(b) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent does not, of itself, establish that the person did
not meet the criteria set forth in this subdivision.
Subdivision 3. Advances. Subject to the provisions of
subdivision 4, if a person is made or threatened to be made a
party to a proceeding, the person is entitled, upon written
request to the corporation, to payment or reimbursement by the
corporation of reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in advance of the
final disposition of the proceeding, (a) upon receipt by the
corporation of a written affirmation by the person of a good
faith belief that the criteria for indemnification set forth in
subdivision 2 have been satisfied and a written undertaking by
the person to pay all amounts so paid or reimbursed by the
corporation, if it is ultimately determined that the criteria
for indemnification have not been satisfied, and (b) after a
determination that the facts then known to those making the
determination would not preclude indemnification under this
section. The written undertaking required by clause (a) is an
unlimited general obligation of the person making it, but need
not be secured and shall be accepted without reference to
financial ability to make the repayment.
Subdivision 4. Prohibition or limit on indemnification or
advances. The articles or bylaws either may prohibit
indemnification or advances of expense otherwise required by
this section or may impose conditions on indemnification or
advances of expenses in addition to the conditions contained in
subdivisions 2 and 3 including, without limitation, monetary
limits on indemnification or advances of expenses, if the
conditions apply equally to all persons or to all persons within
a given class. A prohibition or limit on indemnification or
advances may not apply to or affect the right of a person to
indemnification or advances of expenses with respect to any acts
or omissions of the person occurring prior to the effective date
of a provision in the articles or the date of adoption of a
provision in the by-laws establishing the prohibition or limit
on indemnification or advances.
Subdivision 5. Reimbursement to witnesses. This section
does not require, or limit the ability of, a corporation to
reimburse expenses, including attorneys' fees and disbursements,
incurred by a person in connection with an appearance as a
witness in a proceeding at a time when the person has not been
made or threatened to be made a party to a proceeding.
Subdivision 6. Determination of eligibility. (a) All
determinations whether indemnification of a person is required
because the criteria set forth in subdivision 2 have been
satisfied and whether a person is entitled to payment or
reimbursement of expenses in advance of the final disposition of
a proceeding as provided in subdivision 3 shall be made:
(1) By the board by a majority of a quorum, if the directors
who are at the time parties to the proceeding are not counted
for determining either a majority or the presence of a quorum;
(2) If a quorum under clause (1) cannot be obtained, by a
majority of a committee of the board, consisting solely of two
or more directors not at the time parties to the proceeding,
duly designated to act in the matter by a majority of the full
board including directors who are parties;
(3) If a determination is not made under clause (1) or (2),
by special legal counsel, selected either by a majority of the
board or a committee by vote pursuant to clause (1) or (2) or,
if the requisite quorum of the full board cannot be obtained and
the committee cannot be established, by a majority of the full
board including directors who are parties;
<PAGE>
<PAGE>
(4) If a determination is not made under clauses (1) to (3),
by the shareholders, but the shares held by parties to the
proceeding must not be counted in determining the presence of a
quorum and are not considered to be present and entitled to vote
on the determination; or
(5) If an adverse determination is made under clauses (1) to
(4) or under paragraph (b), or if no determination is made under
clauses (1) to (4) or under paragraph (b) within 60 days after
(i) the later to occur of the termination of a proceeding or a
written request for indemnification to the corporation or (ii) a
written request for an advance of expenses, as the case may be,
by a court in this state, which may be the same court in which
the proceeding involving the person's liability took place, upon
application of the person and any notice the court requires.
The person seeking indemnification or payment or reimbursement
of expenses pursuant to this clause has the burden of
establishing that the person is entitled to indemnification or
payment or reimbursement of expenses.
(b) With respect to a person who is not, and was not at the
time of the acts or omissions complained of in the proceedings,
a director, officer, or person possessing, directly or
indirectly, the power to direct or cause the direction of the
management or policies of the corporation, the determination
whether indemnification of this person is required because the
criteria set forth in subdivision 2 have been satisfied and
whether this person is entitled to payment or reimbursement
of expenses in advance of the final disposition of a proceeding
as provided in subdivision 3 may be made by an annually
appointed committee of the board, having at least one member who
is a director. The committee shall report at least annually to
the board concerning its actions.
Subdivision 7. Insurance. A corporation may purchase and
maintain insurance on behalf of a person in that person's
official capacity against any liability asserted against and
incurred by the person in or arising from that capacity, whether
or not the corporation would have been required to indemnify the
person against the liability under the provisions of this
section.
Subdivision 8. Disclosure. A corporation that indemnifies
or advances expenses to a person in accordance with this section
in connection with a proceeding by or on behalf of the corpora-
tion shall report to the shareholders in writing the amount of
the indemnification or advance and to whom and on whose behalf
it was paid not later than the next meeting of shareholders.
Subdivision 9. Indemnification of other persons. Nothing
in this section shall be construed to limit the power of the
corporation to indemnify other persons by contract or otherwise.
Article XVII of the Company's Articles of Incorporation sets
forth circumstances under which directors, officers, employees
and agents may be insured or indemnified against liability which
they may incur in their capacities.
ARTICLE XVII
INDEMNIFICATION
A. Definitions. "Official capacity" means
-----------
(i) with respect to a director, the position of director in
the Corporation,
(ii) with respect to a person other than a director, the
elective or appointive office or position held by an officer,
member of a committee of the board, or the employment relation-
ship undertaken by an employee of the Corporation, and
(iii) with respect to a director, officer, or employee of
the Corporation who, while a director, officer or employee of
the Corporation, is or was serving at the request of the
Corporation or whose duties in that position involve or involved
service as a director, officer, partner, trustee, employee, or
agent of another organization or employee benefit plan, the
position of that person as a director, officer, partner,
trustee, employee, or agent, as the case may be, of the other
organization or employee benefit plan.
<PAGE>
<PAGE>
"Proceeding" means a threatened, pending or completed civil,
criminal, administrative, arbitration, or investigative
proceeding, including a proceeding by or in the right of the
Corporation.
"Special legal counsel" means counsel who has not
represented the Corporation or a related organization or a
director, officer, member of a committee of the board, or
employee, whose indemnification is in issue.
B. Mandatory Indemnification. The Corporation shall
------------------------- indemnify a person made or
threatened to be made a party to a proceeding by reason of the
former or present official capacity of the person against
judgment, penalties, fines including, without limitation, excise
taxes assessed against the person with respect to an employee
benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in
connection with the proceeding if, with respect to the acts or
omissions of the person complained of in the proceeding,
the person:
(1) Has not been indemnified by another organization or
employee benefit plan for the same judgments, penalties, fines,
including, without limitation, excise taxes assessed against the
person with respect to an employee benefit plan, settlements,
and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the
proceeding with respect to the same acts or omissions;
(2) Acted in good faith;
(3) Received no improper personal benefit and, if
applicable, the provisions of Section 302A.255, or any successor
provision, of the Minnesota Business Corporation Act, have been
satisfied;
(4) In the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and
(5) In the case of acts or omissions occurring in the
official capacity described in paragraph A(i) or A(ii),
reasonably believed that the conduct was in the best interests
of the Corporation, or in the case of acts or omissions
occurring in the official capacity described in paragraph A(iii)
hereof, reasonably believed that the conduct was not opposed to
the best interests of the Corporation. If the person's acts or
omissions complained of in the proceeding relate to conduct as a
director, officer, trustee, employee or agent of an employee
benefit plan, the conduct is not considered to be opposed to the
best interests of the Corporation if the person reasonably
believed that the conduct was in the best interests of the
participants or beneficiaries of the employee benefit plan.
(b) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent does not, of itself, establish that the person did
not meet the criteria set forth in this paragraph B.
C. Advances. Subject to the provisions of paragraph D
-------- hereof, if a person is made or threatened to
be made a party to a proceeding, the person is entitled, upon
written request to the Corporation, to payment or reimbursement
by the Corporation of reasonable expenses, including attorneys'
fees and disbursements, incurred by the person in advance of the
final disposition of the proceeding, (i) upon receipt by the
Corporation of a written affirmation by the person of a good
faith belief that the criteria for indemnification set forth in
paragraph B hereof have been satisfied and a written undertaking
by the person to repay all amounts so paid or reimbursed by the
Corporation, if it is ultimately determined that such criteria
have not been satisfied, and (ii) after a determination that the
facts then known to those making the determination would not
preclude indemnification hereunder. The written undertaking
required by this paragraph C is an unlimited general obligation
of the person making it, but need not be secured and shall be
accepted without reference to financial ability to make the
repayment.
D. Determination of Eligibility. (1) All determinations of
---------------------------- whether indemnification
of a person is required because the criteria set forth in para-
graph B have been satisfied and of whether a person is entitled
to payment or reimbursement of expenses in advance of the final
disposition of a proceeding as provided in paragraph C shall be
made:
<PAGE>
<PAGE>
(i) By the board of directors by a majority of a quorum, if
the directors who are at the time parties to the proceeding are
not to be counted for determining either a majority or the
presence of a quorum;
(ii) If a quorum under paragraph D(1)(i) cannot be
obtained, by a majority of a committee of the board, consisting
solely of two or more directors not at the time parties to the
proceeding, duly designated to act in the matter by a majority
of the full board including directors who are parties;
(iii) If a determination is not made under D(1)(i) or
D(1)(ii), by special legal counsel, selected either by a
majority of the board or a committee by vote pursuant to D(1)(i)
or D(1)(ii), or, if the requisite quorum of the full board
cannot be obtained and the committee cannot be established, by a
majority of the full board including directors who are parties;
(iv) If a determination is not made under D(1)(i), D(1)(ii)
or D(1)(iii), by the shareholders, but the shares held by
parties to the proceeding must not be counted in determining the
presence of a quorum and are not considered to be present and
entitled to vote on the determination; or
(v) If an adverse determination or no determination is made
under D(1)(i), D(1)(ii), D(1)(iii) or D(1)(iv) or under D(2)
hereof within 60 days after (i) the later to occur of the
termination of a proceeding or a written request for
indemnification to the Corporation or (ii) a written request
for an advance of expenses, as the case may be, by a court in
the State of Minnesota, which may be the same court in which the
proceeding involving the person's liability took place, upon
application of the person and any notice the court requires.
The person seeking indemnification or reimbursement of expenses
pursuant to this D(1)(v) has the burden of establishing that the
person is entitled to indemnification or payment or reimburse-
ment of expenses.
(2) With respect to a person who is not, and was not at the
time of the acts or omissions complained of in the proceedings,
a director, officer, or person possessing, directly or indirect-
ly, the power to direct or cause the direction of the management
or policies of the Corporation, the determination of whether
indemnification of this person is required because the criteria
set forth in paragraph B have been satisfied and whether this
person is entitled to payment or reimbursement of expenses in
advance of the final disposition of a proceeding as provided in
paragraph C may be made by an annually appointed committee of
the board, having at least one member who is a director. The
committee shall report at least annually to the board concerning
its actions.
E. Nonexclusive. The indemnification and advance payment
------------ of expenses provided in this Article XVII
shall not be exclusive of any other rights to which a person may
be entitled by law, bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise.
F. Continuation. The indemnification provided by this
------------ Article XVII shall be deemed to be a
contract between the Corporation and the persons entitled to
indemnification hereunder, and any repeal or modification of
this Article XVII shall not affect any rights or obligations
then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon
any such state of facts. The indemnification and advance
payment provided hereunder shall continue as to a person who has
ceased to hold a position named in paragraph A and shall inure
to his heirs, executors and administrators.
G. Insurance. The Corporation may purchase and maintain
--------- insurance on behalf of any person in that
person's official capacity against any liability asserted
against and incurred by the person in or arising from that
capacity, whether or not the Corporation would have been
required to indemnify the person against the liability
hereunder.
H. Savings Clause. If this Article XVII or any portion
-------------- hereof shall be invalidated on any
ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer,
employee, and agent of the Corporation as to costs, charges, and
expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement with respect to any action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the
Corporation, to the full extent permitted by any applicable
portion of this Article XVII that shall not have been
invalidated and to the full extent permitted by applicable law.
<PAGE>
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not applicable.
ITEM 8. EXHIBITS
- ------
The exhibits scheduled to be filed as part of this
registration statement are as follows:
5.1 Opinion of Housley Kantarian & Bronstein, P.C.
as to the legality of the Common Stock being
registered
23.1 Consent of Independent Auditors
23.2 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page to
this Registration Statement)
99.1 First Federal Bancorporation 1998 Stock Option Plan
99.2 Form of Stock Option Agreements entered into with
Optionees with respect to Incentive Stock Options and
Non-Incentive Stock Options granted under the Stock
Option Plan
99.3 1999 Amendment to First Federal Bancorporation 1998
Stock Option Plan
99.4 Disclosure in S-8 Regarding 3-for-2 stock split
ITEM 9. UNDERTAKINGS
- ------
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 registra-
tion statement --
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
which, individually or together, 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
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the SEC 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;
(iii) To include any additional or changed material
information on to the plan of distribution; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or S-8,
and the information required to be included in a post-
effective amendment is incorporated by reference from the
periodic reports filed by the small business issuer under
the Securities Exchange Act of 1934.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.
<PAGE>
<PAGE>
(4) 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.
(5) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the small business issuer 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 small
business issuer 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 of 1933 and will be governed by the final
adjudication of such issue.
<PAGE>
<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 Bemidji, State of Minnesota, on this 1st day of
June, 1999.
FIRST FEDERAL BANCORPATION
By: /s/ William R. Belford
--------------------------------
William R. Belford, President
and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of First Federal Bancorpora-
tion, hereby severally constitute and appoint William R. Belford
with full power of substitution, our true and lawful attorney
and agent, to do any and all things in our names in the capaci-
ties indicated below which said William R. Belford may deem
necessary or advisable to enable First Federal Bancorporation 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 of
First Federal Bancorporation common stock, including specifi-
cally, 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 William R. Belford 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/ William R. Belford President, Chief Executive Officer June 1, 1999
- ------------------------- and Director (Principal Executive Officer)
William R. Belford
/s/ Dennis M. Vorgert Vice President and Treasurer June 1, 1999
- ------------------------- (Principal Financial and
Dennis M. Vorgert Accounting Officer)
/s/ Ralph T. Smith Chairman of the Board June 1, 1999
- -------------------------
Ralph T. Smith
/s/ Martin R. Sathre Vice Chairman of the Board June 1, 1999
- -------------------------
Martin R. Sathre
/s/ Walter R. Fankhanel Director June 1, 1999
- -------------------------
Walter R. Fankhanel
/s/ James R. Sharp Director June 1, 1999
- -------------------------
James R. Sharp
/s/ Dean J. Thompson Director June 1, 1999
- -------------------------
Dean J. Thompson
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
------- ------------
5.1 Opinion of Housley Kantarian & Bronstein, P.C. as
to the legality of the Common Stock being
registered
23.1 Consent of Independent Auditors
23.2 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5.1)
24.1 Power of Attorney (contained in the signature
page to this Registration Statement)
99.1 First Federal Bancorporation 1998 Stock Option
Plan
99.2 Form of Stock Option Agreements entered into with
Optionees with respect to Incentive Stock Options
and regarding Non-Incentive Stock Options granted
under the Stock Option Plan
99.3 1999 Amendment to First Federal Bancorporation
1998 Stock Option Plan
99.4 Disclosure in S-8 Regarding 3-for-2 stock split
June 2, 1999
Board of Directors
First Federal Bancorporation
214 5th Street
Bemidji, Minnesota 56601
Re: First Federal Bancorporation
1998 Stock Option Plan
Registration Statement on Form S-8
Dear Board Members:
We have acted as special counsel to First Federal
Bancorporation, a Minnesota 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 the First Federal Bancorporation 1998 Stock
Option Plan ("Stock Option Plan") and the sale to Stock Option
Plan participants of shares of common stock, par value $.01 per
share (the "Common Stock"), of the Company, 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 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/ Gary R. Bronstein, Esquire
------------------------------
Gary R. Bronstein, Esquire
[LETTERHEAD OF MCGLADREY & PULLEN, LLP]
INDEPENDENT AUDITORS' CONSENT
-----------------------------
Board of Directors
First Federal Bancorporation
Bemidji, Minnesota
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 to be filed on or about May
28, 1999 with the Securities and Exchange Commission and in the
related Prospectus, of our report dated October 30, 1998,
relating to the consolidated financial statements of First
Federal Bancorporation and subsidiaries, included in the 1998
Annual Report of Shareholders and incorporated by reference in
the Annual Report on Form 10-KSB for the years ended September
30, 1998 and 1997. We also consent to the reference to our Firm
under the caption "Experts" in such Prospectus.
/s/ McGladrey & Pullen, LLP
---------------------------------
McGladrey & Pullen, LLP
Duluth, Minnesota
May 27, 1999
McGladrey & Pullen, LLP
FIRST FEDERAL BANCORPORATION
____________________________
1998 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 respon-
sibility and to provide additional incentives to Directors and
key Employees of the Company or any Affiliate to promote the
success of the business.
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 First Federal Banking and Savings,
FSB.
(d) "Board" shall mean the Board of Directors of the
Company.
(e) "Change in Control" shall mean any one of the
following events: (1) the acquisition of ownership, holding or
power to vote more than 25% of the Bank's or the Company's
voting stock, (2) the acquisition of the ability to control the
election of a majority of the Bank's or the Company's directors,
(3) the acquisition of a controlling influence over the
management or policies of the Bank or the Company by any person
or by persons acting as a "group" (within the meaning of Section
13(d) of the Securities Exchange Act of 1934), (except in the
case of (1), (2), and (3) hereof, ownership or control of the
Bank by the Company itself shall not constitute a "Change in
Control"), or (4) during any period of two consecutive years,
individuals (the "Continuing Directors") who at the beginning of
such period constitute the Board of Directors of the Company or
the Bank (the "Existing Board") cease for any reason to
constitute at least two-thirds thereof, provided that any in-
dividual whose election or nomination for election as a member
of the Existing Board was approved by a vote of at least two-
thirds of the Continuing Directors then in office shall be
considered a Continuing Director. For purposes of this
subparagraph only, 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. The decision of the Committee as to whether a change in
control has occurred shall be conclusive and binding.
(f) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(g) "Committee" shall mean the Stock Option Committee
appointed by the Board in accordance with Paragraph 5(a) hereof.
(h) "Common Stock" shall mean the common stock of the
Company.
(i) "Company" shall mean First Federal Bancorporation.
<PAGE>
(j) "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.
(k) "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.
(l) "Disability" shall mean a physical or mental
condition, which in the sole and absolute discretion of the
Committee, is reasonably expected to be of indefinite duration
and to substantially prevent a Participant from fulfilling his
or her duties or responsibilities to the Company or an
Affiliate.
(m) "Effective Date" shall mean the date specified in
Paragraph 12 hereof.
(n) "Employee" shall mean any person who receives
compensation, from the Company or an Affiliate, that is
reportable to the Internal Revenue Service on Form W-2 (or a
successor to that form).
(o) "Exercise Price" shall mean the price per Optioned
Share at which an Option may be exercised.
(p) "ISO" means an option to purchase Common Stock which
meets the requirements set forth in the Plan, and which is
intended to be and is identified as an "stock option" within the
meaning of Section 422 of the Code.
(q) "Market Value" shall mean the fair market value of
the Common Stock, as determined under Paragraph 7(b) hereof.
(r) "Non-Employee Director" shall have the meaning
provided in Rule 16b-3.
(s) "Non-ISO" means an option to purchase Common Stock
which meets the requirements set forth in the Plan but which is
not intended to be and is not identified as an ISO.
(t) "Option" means an ISO and/or a Non-ISO.
(u) "Optioned Shares" shall mean Shares subject to an
Option granted pursuant to this Plan.
(v) "Participant" shall mean any person who receives an
Option pursuant to the Plan.
(w) "Plan" shall mean this First Federal Bancorporation
1998 Stock Option Plan.
(x) "Rule 16b-3" shall mean Rule 16b-3 of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended.
(y) "Share" shall mean one share of Common Stock.
(z) "Year of Service" shall mean a full twelve-month
period, measured from the grant date of an Option and each
annual anniversary of that date, during which a Participant has
not terminated Continuous Service for any reason.
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.
<PAGE>
<PAGE>
(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; provided, however, that in the case of an
Employee who owns Shares representing more than 10% of the
outstanding Common Stock at the time an ISO is granted, the term
of such ISO shall not exceed five 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 100,000 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 at least
two Non-Employee Directors appointed by the Board. 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 those members of the Board who are Non-
Employee Directors.
(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 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, and the expiration date of, the
Option, (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.
<PAGE>
<PAGE>
6. GRANT OF OPTIONS.
(a) General Rule. The Committee shall have the
discretion to make discretionary grants of Options to Employees
and Directors (including members of the Committee), provided
that the following Options shall automatically be granted on the
Effective Date:
Percentage of Shares Reserved
Optionee Under the Plan
- ------- --------------
Belford 30.02%
Each non-employee Director 10.07%
Vorgert, Meissner, Sherwood, Jacobson,
Nielson 3.02%
Sutton, Kaiser, Funk, Kroeger, Frenzel 1.51%
Lindgren, Collins, Sander, Roeder 0.76%
Options granted on the Effective Date shall have an
Exercise Price equal to the Market Value per share on the
Effective Date, shall have a term of ten years, and shall become
exercisable in accordance with the general rule set forth in
Paragraph 8 hereof.
(b) Reload Grants. In any Agreement or in a formal or
informal program, the Committee may establish terms and
conditions under which an Option will be granted upon the
exercise of an Option or stock option granted under another
Company plan; provided that the Exercise Price for the new
Option shall equal the Market Value of the underlying Shares on
that date.
7. EXERCISE PRICE FOR OPTIONS.
(a) Limits on Committee Discretion. The Exercise Price
as to any particular Option shall not be less than 100% of the
Market Value of the Optioned Shares on the date of grant. In
the case of an Employee who owns Shares representing more than
10% of the Company's outstanding Shares of Common Stock at the
time an ISO is granted, the Exercise Price shall not be less
than 110% of the Market Value of the Optioned Shares at the time
the ISO is granted.
(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 Exercise
Price 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. Unless the Committee specifically
eliminates any vesting requirement or imposes a different
vesting schedule in an Agreement granting an Option, each Option
grant shall be vested and exercisable with respect to 50% of the
Optioned Shares on the date of the grant, and shall become
vested and exercisable with respect to the remaining 50% on the
Optionee's completion of one Year of Service; provided that
vesting otherwise scheduled to occur prior to stockholder
approval of the Plan pursuant to Paragraph 12 hereof shall be
deferred until the date of such approval. 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
<PAGE>
<PAGE>
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 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 Employee'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
Employee'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.
(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 date of that
Option, except in the event of the Participant's death or
disability, or such other event as the Board may specifically
deem appropriate.
9. CHANGE IN CONTROL; EFFECT OF CHANGES IN COMMON STOCK
SUBJECT TO THE PLAN.
(a) Change in Control. Upon the earlier of a Change in
Control or the execution of an agreement to effect a Change in
Control, all Options shall become fully exercisable,
notwithstanding any other provision of the Plan or any
Agreement.
(b) 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, recapita-
lization, 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.
(c) 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 Prices 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.
<PAGE>
<PAGE>
(e) 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.
(f) 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 (but not ISOs) 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. Options which are transferred pursuant to this
Paragraph shall be exercisable by the transferee according to
the same terms and conditions as applied to the Participant.
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 deter-
mination 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 be effective November 24, 1998; provided
that (i) the effectiveness of the Plan and any Option shall be
absolutely contingent upon the Plan's approval by a favorable
vote of stockholders owning at least a majority of the total
votes cast at a duly called meeting of the Company's
stockholders held in accordance with applicable laws, and (ii)
no Options shall become exercisable prior to approval of the
Plan by the stockholders of the Company.
13. MODIFICATION OF OPTIONS.
At any time, and from time to time, the Board may autho-
rize 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 this
Plan and, with respect to any Shares at the time not subject to
Options, suspend or terminate this Plan. No amendment,
suspension or termination of this Plan shall, without the
consent of any affected holders of an Option, alter or impair
any rights or obligations under any Option theretofore granted.
<PAGE>
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.
<PAGE>
<PAGE>
(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 to pay an
Optionee the in-the-money value of his Option in consideration
for its cancellation, or all 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.
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.
Except to the extent provided in Paragraphs 6(b) and 9(a), 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 Minnesota, except to the extent
that federal law shall be deemed to apply.
<PAGE>
FIRST FEDERAL BANCORPORATION
1998 STOCK OPTION PLAN
_____________________________________
Agreement for Incentive Stock Options
_____________________________________
STOCK OPTION (the "Option") for a total of _______ shares
of Common Stock, par value $.01 per share, of First Federal
Bancorporation (the "Company"), which Option is intended to
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), 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 First Federal Bancorporation
1998 Stock Option Plan (the "Plan") which was adopted by the
Company and which is incorporated by reference herein, receipt
of which is hereby acknowledged.
1. Exercise Price. The exercise price per share is
$_______, which equals 100% */ 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 the Plan and the following provisions:
(i) Schedule of rights to exercise. Each Option grant
shall be vested and exercisable with respect to 50% of the
Optioned Shares on the date of the grant, and shall become
vested and exercisable with respect to the remaining 50% on the
Optionee's completion of one Year of Service after the grant
date, provided, that this Option shall not be exercisable prior
to the approval of the Plan by the Company's shareholders.
(ii) Method of Exercise. This Option shall be exercisable
by a written notice by the Optionee which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised, and
the Optionee's address and Social Security Number;
(b) contain such representations and agreements as to the
holder's 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
____________
*/ 110% in the case of an Optionee who owns shares representing
more than 10% of the outstanding common stock of the Company
on the date of grant of this Option.
<PAGE>
<PAGE>
ISO Agreement
Page 2
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.
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. 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 Optionee's 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.
5. Term of Option. This Option may not be exercisable
for more than ten **/ years from the date of grant of this
Option, as stated below, and may be exercised during such term
only in accordance with the Plan and the terms of this Option.
_______________________ FIRST FEDERAL BANCORPORATION
Date of Grant 1998 STOCK OPTION PLAN COMMITTEE
By: __________________________________
Authorized Member of the Committee
Witness: _____________________________
______________
**/ Five years in the case of an Optionee who owns shares
representing more than 10% of the outstanding common stock
of the Company on the date of grant of this Option.
<PAGE>
<PAGE>
FIRST FEDERAL BANCORPORATION
1998 STOCK OPTION PLAN
____________________________
Form for Exercise of
Incentive Stock Options
____________________________
Treasurer
First Federal Bancorporation
214 5th Street
Bemidji, Minnesota 56601
Re: First Federal Bancorporation 1998 Stock Option Plan
---------------------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase __________ shares, par value $.01, of
Common Stock of First Federal Bancorporation under and pursuant
to a Stock Option Agreement dated _______________, 199__.
Delivered herewith is a certified or bank cashier's or
teller's 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
$_______ in the form of _______ 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 _________________________________________
_______________
Date
Very truly yours,
____________________________
<PAGE>
<PAGE>
FIRST FEDERAL BANCORPORATION
1998 STOCK OPTION PLAN
__________________________________________
Agreement for Non-Incentive Stock Options
__________________________________________
STOCK OPTION (the "Option") for a total of _______ shares
of Common Stock, par value $.01 per share, of First Federal
Bancorporation (the "Company"), which Option is intended to
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), 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 First Federal Bancorporation
1998 Stock Option Plan (the "Plan") which was adopted by the
Company and which is incorporated by reference herein, receipt
of which is hereby acknowledged.
1. Exercise Price. The exercise price per share is
$_______, which equals 100% 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 the Plan and the following
provisions:
(i) Schedule of rights to exercise. Each Option grant
shall be vested and exercisable with respect to 50% of the
Optioned Shares on the date of the grant, and shall become
vested and exercisable with respect to the remaining 50% on the
Optionee's completion of one Year of Service after the grant
date, provided, that this Option shall not be exercisable prior
to the approval of the Plan by the Company's shareholders.
(ii) Method of Exercise. This Option shall be exercisable
by a written notice by the Optionee which shall:
(a) state the election to exercise the Option, the
number of shares with respect to which it is being
exercised, and the Optionee's address and Social Security
Number;
(b) contain such representations and agreements as to
the holder's 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
<PAGE>
<PAGE>
Non-ISO Agreement
Page 2
(d) be in writing and delivered in person or by
certified mail to the Treasurer of the Company.
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. 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 Optionee's 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.
5. Term of Option. This Option may not be exercisable
for more than ten years from the date of grant of this
Option, as stated below, and may be exercised during such term
only in accordance with the Plan and the terms of this Option.
_______________________ FIRST FEDERAL BANCORPORATION
Date of Grant 1998 STOCK OPTION PLAN COMMITTEE
By: __________________________________
Authorized Member of the Committee
Witness: _____________________________
<PAGE>
<PAGE>
FIRST FEDERAL BANCORPORATION
1998 STOCK OPTION PLAN
____________________________
Form for Exercise of
Non-Incentive Stock Options
____________________________
Treasurer
First Federal Bancorporation
214 5th Street
Bemidji, Minnesota 56601
Re: First Federal Bancorporation 1998 Stock Option and
Incentive Plan
--------------------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase __________ shares, par value $.01, of
Common Stock of First Federal Bancorporation under and pursuant
to a Stock Option Agreement dated _______________, 199__.
Delivered herewith is a certified or bank cashier's or
teller's 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
$_______ in the form of _______ 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 _________________________________________
_______________
Date
Very truly yours,
____________________________
<PAGE>
FIRST FEDERAL BANCORPORATION
1998 STOCK OPTION PLAN
_____________________
1999 Amendment
_____________________
WHEREAS, First Federal Bancorporation (the "Company")
maintains the First Federal Bancorporation 1998 Stock Option
Plan (the "Plan") and the Company's Board of Directors (the
"Board") desires to amend the Plan in order to address an
accounting consideration and assure the intended financial
reporting for the Plan; and
WHEREAS, Paragraph 14 of the Plan authorizes the Board to
amend the Plan (subject to the consent of any adversely affected
holder of a stock option granted under the Plan).
NOW, THEREFORE, the Plan is hereby amended as follows,
effective immediately:
1. Paragraph 8(b) of the Plan shall be amended by
deleting the following phrase from the third sentence:
and may consist of Shares subject to the Option
being exercised
2. Nothing contained herein shall be held to alter,
vary or affect any of the terms, provisions, or conditions of
the Plan or any Option entered into thereunder, other than as
stated above.
WHEREFORE, on this 17 day of May, 1999, the Company hereby
executes this 1999 Amendment to the Plan.
FIRST FEDERAL BANCORPORATION
By /s/ William R. Belford
---------------------------------
Its President
-----------------------------
May 17, 1999 Attest: /s/ Karen B. Jacobson (Seal)
- ------------ ----------------------------
Date
Disclosure in S-8 Regarding 3-for-2 Stock Split
On May 20, 1999, the company issued additional shares necessary
to effect a 3-for-2 common stock split in the form of a 50
percent (50%) stock dividend for shareholders of record on May
5, 1999. The share amounts, including shares held in treasury
and shares to be issued under the various stock-based
compensation plans, have been retroactively adjusted to give
effect to the stock split. Accordingly, the shares issuable
under the First Federal Bancorporation 1998 Stock Option Plan
have been increased from 100,000 shares to 150,000 shares.
Restated earnings per share amounts, after giving effect to the
3-for-2 stock split, are as follows:
<TABLE>
<CAPTION>
Restated Earnings Per Share
----------------------------
Basic Diluted
----- -------
<S> <C> <C>
Years Ended September 30,
1998 $0.71 $0.65
1997 $0.58 $0.56
Six Months Ended March 31,
1999 $0.32 $0.31
1998 $0.33 $0.31
</TABLE>
