<PAGE>
As filed with the Securities and Exchange Commission on May 17, 1996
Registration No. 33-_______
- --------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
ST. LANDRY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 72-1284436
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
459 East Landry Street, Opelousas, Louisiana 70570
- -------------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
ST. LANDRY FINANCIAL CORPORATION
RECOGNITION AND RETENTION PLAN
(Full title of the plan)
Martin L. Meyrowitz, P.C.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1100 New York Ave., N.W.
Washington, D.C. 20005
- --------------------------------------------------------------------
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share offering price registration fee
- ------------------- ------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 18,363 shares $15.00(2) $275,445(2) $100.00(2)
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement covers, in addition to the number of
shares set forth above, an indeterminate number of shares which, by
reason of certain events specified in the Plan, may become subject
to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. The proposed maximum offering
price per share represents the last trade sales price of the
Registrant's Common Stock as reported on the National Daily
Quotation Service or the "pink sheets" by the National Quotation
Bureau on May 15, 1996.<PAGE>
<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 St. Landry
Financial Corporation Recognition and Retention 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>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by LSB
Financial Corp. (the "Company") with the Commission are hereby
incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1995 (File No.
0-25486) filed pursuant to Rule 13a-1 of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) all other reports filed by the Company pursuant to
Section 12 or 15(d) of the Exchange Act since the
end of the fiscal year covered by the Annual Report
referred to above;
(c) the Company's Definitive Proxy Statement for its
Annual Meeting of Stockholders held on January 23,
1996;
(d) the description of the common stock, par value $.01
per share, of the Company contained in the Company's
Registration Statement on Form 8-A (File No.
0-25486) filed with the Commission on February 2,
1995 and all amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
after the date hereof, and 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 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.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person,
a copy of any or all of the documents incorporated by reference, other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference to the information that is incorporated).
Requests should be directed to H. Andrew Myers, Jr., Executive Vice
President, St. Landry Financial Corporation, 459 East Landry Street,
Opelousas, Louisiana 70570, telephone number (318) 942-5748.<PAGE>
<PAGE>
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information,
including financial statements, appearing in the documents incorporated
herein or therein by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article Eleventh of the Registrant's Certificate of Incorporation
provides for indemnification of directors and officers of the Registrant
against any and all liabilities, judgments, fines and reasonable
settlements, costs, expenses and attorneys' fees incurred in any actual,
threatened or potential proceeding, except to the extent that such
indemnification is limited by Delaware law and such law cannot be varied
by contract or bylaw. Article Eleventh also provides for the authority
to purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's Board of Directors to grant indemnity under
certain circumstances to directors and officers, when made, or
threatened to be made, parties to certain proceedings by reason of such
status with the corporation, against judgments, fines, settlements and
expenses, including attorneys' fees. In addition, under certain
circumstances such persons may be indemnified against expenses actually
and reasonably incurred in defense of a proceeding by or on behalf of
the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of
other corporations or enterprises who are serving as such at the request
of the corporation, when such persons are made, or threatened to be
made, parties to certain proceedings by reason of such status, against
judgments, fines, settlements and expenses, including attorneys' fees;
and under certain circumstances, such persons may be indemnified against
expenses actually and reasonably incurred in connection with the defense
or settlement of a proceeding by or in the right of such other
corporation or enterprise. Indemnification is permitted where such
person (i) was acting in good faith; (ii) was acting in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation or other corporation or enterprise, as appropriate;
(iii) with respect to a criminal proceeding, has no reasonable cause to
believe his conduct was unlawful; and (iv) was not adjudged to be liable
to the corporation or other corporation or enterprise (unless the court
where the proceeding was brought determines that such person is fairly
and reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only
following a determination that such indemnification is permissible
because the person being indemnified has met the requisite standard of
conduct. Such determination may be made (i) by the Board of Directors
of the Registrant by a majority vote of a quorum consisting of directors
not at the time parties to such proceeding; or (ii) if such a quorum <PAGE>
<PAGE>
cannot be obtained or the quorum so directs, then by independent legal
counsel in a written opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and
officers in defending a proceeding to be paid by the corporation in
advance of the final disposition of such proceedings upon the receipt of
an undertaking by the director or officer to repay such amount if it is
ultimately determined that he is not entitled to be indemnified by the
corporation against such expenses.
Item 7. Exemption from Registration Claimed.
Not applicable.<PAGE>
<PAGE>
Item 8. Exhibits.
<TABLE>
<CAPTION>
Regulation
S-K Reference to Prior
Exhibit Filing or Exhibit
Number Document Number Attached Hereto
- ---------- ---------------------------- ----------------------
<S> <C> <C>
3.1 Certificate of Incorporation Incorporated herein by
of St. Landry Financial reference to Exhibit 3.1
Corporation of the Company's
Registration Statement on
Form S-1 (Registration
No. 33-87292), filed
December 13, 1994
3.2 Bylaws of St. Landry Incorporated herein by
Financial Corporation reference to Exhibit 3.2
of the Company's
Registration Statement on
Form S-1 (Registration
No. 33-87292), filed
December 13, 1994
4.1 St. Landry Financial Attached as Exhibit 4.1
Corporation Recognition
and Retention Plan, form of
Restricted Stock Agreement
4.2 Specimen form of common Incorporated herein by
stock certificate of reference to Exhibit 4
St. Landry Financial of the Company's
Corporation Registration Statement on
Form S-1 (Registration
No. 33-87292), filed
December 13, 1994
5 Opinion of Silver, Freedman Attached as Exhibit 5
& Taff, L.L.P.
23.1 Consent of Silver, Freedman Attached as Exhibit 23.1
& Taff, L.L.P.
23.2 Consent of John S. Dowling Attached as Exhibit 23.2
& Company, certified public
accountants
24 Power of Attorney Contained on Signature
Page
</TABLE>
<PAGE>
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement.
(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 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 of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a)
or 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant 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 <PAGE>
<PAGE>
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Opelousas, State of Louisiana on May 15, 1996.
ST. LANDRY FINANCIAL CORPORATION
By: (s) Wayne McK. Gilmore
---------------------------------
Wayne McK. Gilmore, President and
Chief Executive Officer
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wayne McK. Gilmore and H. Andrew
Myers, Jr. or either of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all said attorneys-in-
fact and agents or their substitutes or substitute 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 below by the following persons in
the capacities and on the dates indicated.
<PAGE>
<PAGE>
(s) Wayne McK. Gilmore (s) H. Kent Aguillard
- -------------------------------- -------------------------------
Wayne McK. Gilmore, Chairman H. Kent Aguillard, Director
of theBoard, President and
Chief Executive Officer
(Principal Executive and
Operating Officer)
Date: May 15, 1996 Date: May 15, 1996
(s) Anna Lee Dunbar (s) Lynette Young Feucht
- -------------------------------- -------------------------------
Anna Lee Dunbar, Director Lynette Young Feucht, Director
Date: May 15, 1996 Date: May 15, 1996
(s) Patrick Fontenot (s) Simon Howard Fournier
- -------------------------------- -------------------------------
Patrick Fontenot, Director Simon Howard Fournier, Director
Date: May 15, 1996 Date: May 15, 1996
(s) Morgan J. Goudeau, III (s) H. Andrew Myers, Jr.
- -------------------------------- -------------------------------
Morgan J. Goudeau, III, Director H. Andrew Myers, Jr., Executive
Vice President and Director
Date: May 15, 1996 Date: May 15, 1996
(s) Martin A. Roy, Jr. (s) Marvin Schwartzenburg
- -------------------------------- -------------------------------
Martin A. Roy, Jr., Vice Marvin Schwartzenburg, Director
President, Treasurer and
Director
Date: May 15, 1996 Date: May 15, 1996
(s) Randy C. Tomlinson (s) Robert L. Wolfe, Jr.
- -------------------------------- -------------------------------
Randy C. Tomlinson, Director Robert L. Wolfe, Jr., Director
Date: May 15, 1996 Date: May 15, 1996
(s) Kathryn Fontenot Chelette Date: May 15, 1996
- --------------------------------
Kathryn Fontenot Chelette,
Controller (Principal Financial
and Accounting Officer)<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
ST. LANDRY FINANCIAL CORPORATION
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Page Number
in
Sequentially
Numbered
Exhibit Registration
Number Statement
- ------- ------------
<S> <C> <C>
3.1 Certificate of Incorporation of St. Landry Not applicable
Financial Corporation (incorporated herein
by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Registra-
tion No. 33-87292, filed December 13, 1994))
3.2 Bylaws of St. Landry Financial Corporation Not applicable
(incorporated herein by reference to Exhibit
3.2 of the Company's Registration Statement
on Form S-1 (Registration No. 33-87292, filed
December 13, 1994))
4.1 St. Landry Financial Corporation Recognition Page 13
and Retention Plan and form of Restricted
Stock Agreement
4.2 Specimen form of common stock certificate of Not applicable
St. Landry Financial Corporation (Incorporated
herein by reference to Exhibit 4 of the
Company's Registration Statement on Form S-1
(Registration No. 33-87292) filed December 13,
1994)
5 Opinion of Silver, Freedman & Taff, L.L.P. Page 23
23.1 Consent of Silver, Freedman & Taff, L.L.P. Page 24
23.2 Consent of John S. Dowling & Company, certified Page 25
public accountants
24 Power of Attorney Contained on
signature page
</TABLE>
<PAGE>
ST. LANDRY FINANCIAL CORPORATION
RECOGNITION AND RETENTION PLAN
1. Plan Purpose. The purpose of the Plan is to promote the long-
term interests of the Corporation and its stockholders by providing a
means for attracting and retaining directors, officers and employees of
the Corporation and its Affiliates.
2. Definitions. The following definitions are applicable to the
Plan:
"Award" - means the grant of Restricted Stock by the
Committee, as provided in the Plan.
"Affiliate" - means any "parent corporation" or "subsidiary
corporation" of the Corporation, as such terms are defined in Section
424(e) and (f), respectively, of the Code.
"Association" - means First Federal Savings and Loan
Association of Opelousas and its predecessors and successors.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee referred to in Section 6
hereof.
"Continuous Service" - means the absence of any interruption
or termination of service as a director, advisory director, officer or
employee of the Corporation or any Affiliate. Service shall not be
considered interrupted in the case of sick leave, military leave or any
other leave of absence approved by the Corporation or any Affiliate or
in the case of transfers between payroll locations of the Corporation or
between the Corporation, its subsidiaries or its successor.
"Corporation" - means St. Landry Financial Corporation, a
Delaware corporation.
"Disinterested Person" - means any member of the Board of
Directors of the Corporation who (A) is an outside director as defined
under Section 162 (m) of the Code and the regulations thereunder, and
(B) a person who within the prior year has not been, and is not being,
granted any awards related to the shares under this Plan or any other
plan of the Corporation or any of its Affiliates except for awards which
(i) are calculated in accordance with a formula as contemplated in
paragraph (c)(2)(ii) of Rule 16b-3 ("Rule 16b-3") under the Securities
Exchange Act of 1934, as amended; (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 board fees in securities.
"ERISA" - means the Employee Retirement Income Security Act of
1974, as amended.
"Participant" - means any director, advisory director, officer
or employee of the Corporation or any Affiliate who is selected by the
Committee to receive an Award.
<PAGE>
<PAGE>
"Plan" - means the Recognition and Retention Plan of the
Corporation.
"Restricted Period" - means the period of time selected by the
Committee for the purpose of determining when restrictions are in effect
under Section 3 hereof with respect to Restricted Stock awarded under
the Plan.
"Restricted Stock" - means Shares which have been contingently
awarded to a Participant by the Committee subject to the restrictions
referred to in Section 3 hereof, so long as such restrictions are in
effect.
"Shares" - means the common stock of the Corporation.
3. Terms and Conditions of Restricted Stock. The Committee shall
have full and complete authority, subject to the limitations of the
Plan, to grant awards of Restricted Stock and, in addition to the terms
and conditions contained in paragraphs (a) through (f) of this Section
3, to provide such other terms and conditions (which need not be
identical among Participants) in respect of such Awards, and the vesting
thereof, as the Committee shall determine.
(a) At the time of an award of Restricted Stock, the
Committee shall establish for each Participant a Restricted Period,
during which or at the expiration of which, as the Committee shall
determine and provide in the agreement referred to in paragraph (d) of
this Section 3, the Shares awarded as Restricted Stock shall vest, and
subject to any such other terms and conditions as the Committee shall
provide, shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered by the Participant, except
as hereinafter provided, during the Restricted Period. Except for such
restrictions, and subject to paragraphs (c) and (e) of this Section 3
and Section 4 hereof, the Participant as owner of such shares shall have
all the rights of a stockholder, including but not limited to the right
to receive all dividends paid on such vested shares or the right to
vote such vested shares. The Committee shall have the authority, in its
discretion, to accelerate the time at which any or all of the
restrictions shall lapse with respect thereto, or to remove any or all
of such restrictions, whenever it may determine that such action is
appropriate by reason of changes in applicable tax or other laws or
other changes in circumstances occurring after the commencement of such
Restricted Period.
(b) If a Participant ceases to maintain Continuous Service
for any reason (other than death or total or partial disability), unless
the Committee shall otherwise determine, all Shares of Restricted Stock
theretofore awarded to such Participant and which at the time of such
termination of Continuous Service are subject to the restrictions
imposed by paragraph (a) of this Section 3 shall upon such termination
of Continuous Service be forfeited and returned to the Corporation. If
a Participant ceases to maintain Continuous Service by reason of death
or total or partial disability, Restricted Stock then still subject to
restrictions imposed by paragraph (a) of this Section 3 will be free of
those restrictions in proportion to the portion of the restricted period
which shall have elapsed at the time of such termination of Continuous
Service.
<PAGE>
<PAGE>
(c) Each certificate in respect of Shares of Restricted Stock
awarded under the Plan shall be registered in the name of the
Participant and deposited by the Participant, together with a stock
power endorsed in blank, with the Corporation and shall bear the
following (or a similar) legend:
The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture) contained in the Recognition
and Retention Plan of St. Landry Financial Corporation.
Copies of such Plan are on file in the offices of the
Secretary of St. Landry Financial Corporation, 459 East Landry
Street, Opelousas, Louisiana 70571.
(d) At the time of any Award, the Participant shall enter
into an Agreement with the Corporation in a form specified by the
Committee, agreeing to the terms and conditions of the Award and such
other matters as the Committee, in its sole discretion, shall determine
(the "Restricted Stock Agreement").
(e) At the time of an award of shares of Restricted Stock,
the Committee may, in its discretion, determine that the payment to the
Participant of dividends declared or paid on such shares, or specified
portions thereof, by the Corporation shall be deferred until the earlier
to occur of (i) the lapsing of the restrictions imposed under paragraph
(a) of this Section 3 or (ii) the forfeiture of such shares under
paragraph (b) of this Section 3, and shall be held by the Corporation
for the account of the Participant until such time. In the event of
such deferral, there shall be credited at the end of each year (or
portion thereof) interest on the amount of the account at the beginning
of the year at a rate per annum as the Committee, in its discretion, may
determine. Payment of deferred dividends, together with interest
accrued thereon, shall be made upon the earlier to occur of the events
specified in (i) and (ii) of the immediately preceding sentence.
(f) At the expiration of the restrictions imposed by
paragraph (a) of this Section 3, the Corporation shall redeliver to the
Participant (or where the relevant provision of paragraph (b) of this
Section 3 applies in the case of a deceased Participant, to his legal
representative, beneficiary or heir) the certificate(s) and stock power
deposited with it pursuant to paragraph (c) of this Section 3 and the
Shares represented by such certificate(s) shall be free of the
restrictions referred to in paragraph (a) of this Section 3.
4. Adjustments Upon Changes in Capitalization. In the event of
any change in the outstanding Shares subsequent to the effective date of
the Plan by reason of any reorganization, recapitalization, stock split,
stock dividend, combination or exchange of shares, merger, consolidation
or any change in the corporate structure or Shares of the Corporation,
the maximum aggregate number and class of shares as to which Awards may
be granted under the Plan and the number and class of shares with
respect to which Awards have been granted under the Plan shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of stock or other securities received, as a
result of any of the foregoing, by a Participant with respect to
Restricted Stock shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing such
shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 3 hereof.<PAGE>
<PAGE>
5. Assignments and Transfers. No Award nor any right or interest
of a Participant under the Plan in any instrument evidencing any Award
under the Plan may be assigned, encumbered or transferred except, in the
event of the death of a Participant, by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as
defined in the Code or Title I of ERISA or the rules thereunder.
6. Administration. The Plan shall be administered by a Committee
consisting of two or more members, each of whom shall be a Disinterested
Person. The members of the Committee shall be appointed by the Board of
Directors of the Corporation. Except as limited by the express
provisions of the Plan, the Committee shall have sole and complete
authority and discretion to (i) select Participants and grant Awards;
(ii) determine the number of shares to be subject to types of Awards
generally, as well as to individual Awards granted under the Plan; (iii)
determine the terms and conditions upon which Awards shall be granted
under the Plan; (iv) prescribe the form and terms of instruments
evidencing such grants; and (v) establish from time to time regulations
for the administration of the Plan, interpret the Plan, and make all
determinations deemed necessary or advisable for the administration of
the Plan. The Committee may maintain, and update from time to time as
appropriate, a list designating selected directors as Disinterested
Persons. The purpose of such list shall be to evidence the status of
such individuals as Disinterested Persons, and the Board of Directors
may appoint to the Committee any individual actually qualifying as a
Disinterested Person, regardless of whether identified as such on said
list.
A majority of the Committee shall constitute a quorum, and the acts
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 acts of the Committee.
7. Shares Subject to Plan. Subject to adjustment by the
operation of Section 4 hereof, the maximum number of Shares with respect
to which Awards may be made under the Plan is 4% of the total Shares
issued in the Association's conversion to stock form. The shares with
respect to which Awards may be made under the Plan may be either
authorized and unissued shares, shares acquired pursuant to 12 C.F.R.
Section 563b.3(g)(1)(iii) (or any successor regulation) or issued shares
reacquired and held as treasury shares. An Award shall not be
considered to have been made under the Plan with respect to Restricted
Stock which is forfeited and new Awards may be granted under the Plan
with respect to the number of Shares as to which such forfeiture has
occurred.
8. Employee Rights Under the Plan. No director, officer or
employee shall have a right to be selected as a Participant nor, having
been so selected, to be selected again as a Participant and no director,
officer, employee or other person shall have any claim or right to be
granted an Award under the Plan or under any other incentive or similar
plan of the Corporation or any Affiliate. Neither the Plan nor any
action taken thereunder shall be construed as giving any employee any
right to be retained in the employ of the Corporation, the Association
or any Affiliate.
9. Withholding Tax. Upon the termination of the Restricted
Period with respect to any shares of Restricted Stock (or at any such
earlier time, if any, that an election is made by the Participant under <PAGE>
<PAGE>
Section 83(b) of the Code, or any successor provision thereto, to
include the value of such shares in taxable income), the Corporation
shall in its sole discretion, withhold from any payment or distribution
made under this Plan sufficient Shares or withhold sufficient cash to
cover any applicable withholding and employment taxes. The Corporation
shall have the right to deduct from all dividends paid with respect to
shares of Restricted Stock the amount of any taxes which the Corporation
is required to withhold with respect to such dividend payments. No
discretion or choice shall be conferred upon any Participant with
respect to the form, timing or method of any such tax withholding.
10. Amendment or Termination. The Board of Directors of the
Corporation may amend, suspend or terminate the Plan or any portion
thereof at any time; provided, however, that no such amendment,
suspension or termination shall impair the rights of any Participant,
without his consent, in any Award previously made pursuant to the Plan.
Notwithstanding anything in this Plan to the contrary, to the
extent that the Plan provides for formula awards, as defined in Rule
16b-3(c)(2)(ii) under the Securities Exchange Act of 1934, as amended,
such provisions may not be amended more than once every six months,
other than to comport with changes in the Code, ERISA or the rules
thereunder.
11. Term of Plan. The Plan shall become effective upon its
approval by the stockholders of the Corporation. It shall continue in
effect for a term of ten years unless sooner terminated under Section 10
hereof.
12. Initial Grants. By, and simultaneously with, the approval of
this Plan by the stockholders of the Corporation, each member of the
Board of Directors of the Corporation at the time of the Association's
conversion to stock form who is not a full-time Employee, is hereby
granted an Award of 550 shares of common stock of the Corporation. Each
such Award shall be evidenced by a Restricted Stock Agreement in a form
approved by the Board of Directors and shall be subject in all respects
to the terms and conditions of this Plan, which are controlling. All
Awards of Restricted Stock granted pursuant to this Section 12 shall be
rounded down to the nearest whole share to the extent necessary to
ensure that no shares of Restricted Stock representing fractional shares
are issued. Except as provided in this Section 12, each of the Awards
granted hereunder shall vest in five equal installments, with the first
installment vesting one year after the date of stockholder approval of
the Plan and each additional installment vesting ratably over the next
four twelve-month periods on the anniversary date of such approval. In
addition, each Director elected subsequent to the Conversion shall be
issued an Award equal to the fair market value of 550 shares of common
stock of the Corporation, subject to availability, the first installment
vesting one year after the commencement of service and each additional
installment vesting ratably over the next four twelve-month periods on
the anniversary date of such director's commencement of service. Awards
which are not vested shall be subject to such Director maintaining
Continuous Service with the Association; provided, however, no Plan
Shares shall be earned in any fiscal year in which the Association fails
to meet all of its fully phased-in capital requirements.
<PAGE>
<PAGE>
ST. LANDRY FINANCIAL CORPORATION
RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AGREEMENT
RS No. __________
Shares of Restricted Stock are hereby awarded on ___________, 199_
by St. Landry Financial Corporation (the "Corporation"), to ________
(the "Grantee"), in accordance with the following terms and conditions,
and the conditions contained in the St. Landry Financial Corporation
Recognition and Retention Plan (the "Plan"):
1. Share Award. The Corporation hereby awards the Grantee
________ shares (the "Shares") of Common Stock, par value $.01 per share
("Common Stock"), of the Corporation pursuant to the Plan, as the same
may from time to time be amended, and upon the terms and conditions and
subject to the restrictions therein and hereinafter set forth. A copy
of the Plan as currently in effect is incorporated herein by reference
and is attached hereto.
2. Restrictions on Transfer and Restricted Period. During the
period (the "Restricted Period") commencing on ________, 1996 (the
"Commencement Date") and terminating on _____________, the Shares may
not be sold, assigned, transferred, pledged, or otherwise encumbered by
the Grantee, except as hereinafter provided.
The Shares will vest at a rate of 20% of the initial award per year
of Continuous Service (as defined in the Plan) commencing on January 23,
1997 pursuant to the following schedule:
Amount
of Initial
Date of Vesting Award Vested
--------------- ------------
________________ 20%
________________ 20%
________________ 20%
________________ 20%
________________ 20%
Subject to compliance with the Office of Thrift Supervision
Regulations, the Committee referred to in Section 6 of the Plan or its
successor (the "Committee") shall have the authority, in its discretion,
to accelerate the time at which any or all of the restrictions shall
lapse with respect to any Shares thereto, or to remove any or all of
such restrictions, whenever the Committee may determine that such action
is appropriate by reason of changes in applicable tax or other laws, or
other changes in circumstances occurring after the commencement of the
Restricted Period.
3. Termination of Service. Except as provided in Section 8 below,
if the Grantee ceases to maintain "Continuous Service" (as defined in
the Plan as in effect on the date of the award of the Shares) for any
reason (other than death, or total or partial disability), all shares
which at the time of such termination of Continuous Service are subject<PAGE>
<PAGE>
to the restrictions imposed by Section 2 above shall upon such
termination of Continuous Service be forfeited to the Corporation. If
the Grantee ceases to maintain "Continuous Service" (as defined in the
Plan as in effect on the date of the award of shares) by reason of
death, or total or partial disability, the Shares then still subject to
restrictions imposed by Section 2 will be free of those restrictions in
proportion to the portion of the restricted period which shall have
elapsed at the time of such termination of Continuous Service.
4. Certificates for the Shares. The Corporation shall issue five
certificates in the name of the Grantee, each in respect of 20% of the
Shares, and shall hold such certificates on deposit for the account of
the Grantee until the expiration of the Restricted Period with respect
to the Shares represented thereby. Such certificates shall bear the
following legend:
The transferability of this certificate and the shares
of stock represented hereby are subject to the terms and
conditions (including forfeiture) contained in the Recognition
and Retention Plan of St. Landry Financial Corporation.
Copies of such Plan are on file in the offices of the
Secretary of St. Landry Financial Corporation, 459 East Landry
Street, Opelousas, Louisiana 70570.
The Grantee further agrees that simultaneously with the execution
of this Agreement, the Grantee shall execute five stock powers in favor
of the Corporation with respect to the Shares and that the Grantee shall
promptly deliver such stock powers to the Corporation.
5. Grantee's Rights. Except as otherwise provided herein, the
Grantee, as owner of the Shares, shall have all rights of a stockholder.
During the Restricted Period, the Grantee shall not himself vote such
Shares as to which the Restricted Period has not yet lapsed or expired
(the "Restricted Shares"). The Grantee hereby appoints a trust officer
of First Bankers Trust Company, N.A., Quincy, Illinois to vote all
Restricted Shares, in his or her sole discretion, at any annual and
special meetings of the stockholders of the Corporation and at any
continuations and adjournments of such meetings, upon any matters coming
before such meetings or adjournments. The Grantee agrees that he shall
from time to time appoint such other person or persons to vote the
Restricted Shares as the Committee in its sole discretion may designate.
The Grantee further agrees that with respect to Restricted Shares, he
shall grant no proxy to vote such shares except pursuant to this Section
5 of this Agreement, nor shall he revoke any proxy granted pursuant to
this Section 5 except with the consent of the Committee.
Dividends, if any, paid on the Restricted Shares shall be held by
the Corporation for the account of the Grantee. All such withheld
dividends shall earn interest at an annual rate determined by the
Committee.
6. Expiration of Restricted Period. Upon the lapse or expiration
of the Restricted Period with respect to a portion of the Shares, the
Corporation shall deliver to the Grantee (or in the case of a deceased
Grantee, to his legal representative) the certificate in respect of such
shares and the related stock power held by the Corporation pursuant to
Section 4 above. The Shares as to which the Restricted Period shall
have lapsed or expired shall be free of the restrictions referred to in <PAGE>
<PAGE>
Section 2 above and such certificate shall not bear the legend provided
for in Section 4 above.
7. Adjustments for Changes in Capitalization of the Corporation.
In the event of any change in the outstanding shares of Common Stock by
reason of any reorganization, recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation, or
any change in the corporate structure of the Corporation or in the
shares of Common Stock, the number and class of shares covered by this
Agreement shall be appropriately adjusted by the Committee, whose
determination shall be conclusive. Any shares of Common Stock or other
securities received, as a result of the foregoing, by the Grantee with
respect to Shares subject to the restrictions contained in Section 2
above also shall be subject to such restrictions and the certificate or
other instruments representing or evidencing such shares or securities
shall be legended and deposited with the Corporation in the manner
provided in Section 4 above.
8. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder
shall, if the Committee so requests, be conditioned upon the receipt of
a representation as to the investment intention of the Grantee or any
other person to whom such shares are to be delivered, in such form as
the Committee shall determine to be necessary or advisable to comply
with the provisions of the Securities Act of 1933, as amended, or any
other Federal, state or local securities legislation or regulation. It
may be provided that any representation requirement shall become
inoperative upon a registration of such shares or other action
eliminating the necessity of such representation under such Securities
Act or other securities regulation. The Corporation shall not be
required to deliver any shares under the Plan prior to (i) the admission
of such shares to listing on any stock exchange on which the shares of
Common Stock may then be listed, and (ii) the completion of such
registration or other qualification of such shares under any state or
federal law, rule or regulation, as the Committee shall determine to be
necessary or advisable.
9. Plan and Plan Interpretations as Controlling. The Shares
hereby awarded and the terms and conditions herein set forth are subject
in all respects to the terms and conditions of the Plan, which are
controlling. All determinations and interpretations of the Committee
shall be binding and conclusive upon the Grantee or his legal
representatives with regard to any question arising hereunder or under
the Plan.
10. Grantee Service. Nothing in this Agreement shall limit the
right of the Corporation or any of its Affiliates to terminate the
Grantee's service as a director, officer or employee, or otherwise
impose upon the Corporation or any of its Affiliates any obligation to
employ or accept the services of the Grantee.
11. Withholding and Social Security Taxes. Upon the termination
of the Restricted Period with respect to any Shares (or any such earlier
time, if any, that an election is made under Section 83(b) of the Code,
or any successor provision thereto, to include the value of such Shares
in taxable income), the Corporation shall have the right to withhold
from the Grantee's compensation an amount sufficient to fulfill its or
its Affiliate's obligations for any applicable withholding and
employment taxes. Alternatively, the Corporation may require the <PAGE>
<PAGE>
Grantee to pay the Corporation the amount of any taxes which the
Corporation is required to withhold with respect to the Shares, or, in
lieu thereof, to retain or sell without notice a sufficient number of
Shares to cover the amount required to be withheld. The Corporation
shall withhold from any cash dividends paid on the Restricted Stock an
amount sufficient to cover taxes owed as a result of the dividend
payment. The Corporation's method of satisfying its withholding
obligations shall be solely in the discretion of the Corporation,
subject to applicable federal, state and local laws.
12. Grantee Acceptance. The Grantee shall signify his acceptance
of the terms and conditions of this Agreement by signing in the space
provided below and signing the attached stock powers and returning a
signed copy thereof and of the attached stock powers to the Corporation.
IF A FULLY EXECUTED COPY HEREOF AND THE ATTACHED STOCK POWERS HAVE NOT
BEEN RECEIVED BY THE CORPORATION BY _____________, THE CORPORATION MAY
REVOKE THIS AWARD, AND AVOID ALL OBLIGATIONS UNDER THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this RESTRICTED
STOCK AGREEMENT to be executed as of the date first above written.
ST. LANDRY FINANCIAL CORPORATION
By: ___________________________________
ACCEPTED:
___________________________________
___________________________________
(Street Address)
___________________________________
(City, State & Zip Code)
<PAGE>
<PAGE>
STOCK POWER
For value received, I hereby sell, assign, and transfer to St.
Landry Financial Corporation (the "Corporation") _______ shares of the
capital stock of the Corporation, standing in my name on the books and
records of the aforesaid Corporation, represented by Certificate No.
_________, and do hereby irrevocably constitute and appoint the
Secretary of the Corporation attorney, with full power of substitution,
to transfer this stock on the books and records of the aforesaid
Corporation.
_______________________________
Dated:
______________________________
In the presence of:
______________________________
<PAGE>
May 17, 1996
Board of Directors
St. Landry Financial Corporation
459 East Landry Street
Opelousas, Louisiana 70570
Members of the Board:
We have acted as counsel to St. Landry Financial Corporation (the
"Corporation") in connection with the preparation and filing with the
Securities and Exchange Commission of a registration statement on Form
S-8 under the Securities Act of 1933 (the "Registration Statement")
relating to 18,363 shares of the Corporation's Common Stock, par value
$.01 per share (the "Common Stock"), to be offered pursuant to the
Recognition and Retention Plan of the Corporation (the "Plan").
In this connection, we have reviewed originals or copies, certified
or otherwise identified to our satisfaction, of the Corporation's
Certificate of Incorporation, Bylaws, resolutions of its Board of
Directors and such other documents and corporate records as we deem
appropriate for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly
authorized.
2. The shares of Common Stock to be offered by the Corporation
will be, when and if issued, sold and paid for as contemplated
by the Plan, legally issued, fully paid and non-assessable
shares of Common Stock of the Corporation.
Very truly yours,
(s)
SILVER, FREEDMAN & TAFF, L.L.P.
<PAGE>
May 16, 1996
Board of Directors
St. Landry Financial Corporation
459 East Landry Street
Opelousas, Louisiana 70570
Members of the Board:
We hereby consent to the inclusion of our opinion as Exhibit 5 of
this Registration Statement and the reference to our firm in the
Prospectus. In giving this consent, we do not admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
(s)
SILVER, FREEDMAN & TAFF, L.L.P.
<PAGE>
Board of Directors
St. Landry Financial Corporation
459 East Landry Street
Opelousas, Louisiana 70570
Members of the Board:
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of St. Landry Financial Corporation (the
"Company") of our report on the financial statements included in the
Company's Annual Report on Form 10-KSB for the year ended September 30,
1995 filed pursuant to the Securities Exchange Act of 1934, as amended.
(s)
John S. Dowling & Company
Opelousas, Louisiana
May 15, 1996
