As filed with the Securities and Exchange Commission on June 3, 1998.
Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
Teche Holding Company
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Louisiana 72-1287456
--------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
211 Willow Street
Franklin, Louisiana 70538
(318) 828-3212
(Address of principal executive offices)
Teche Holding Company 1997 Stock Option Plan
Teche Holding Company 1998 Stock Option Plan
---------------------------
(Full Title of the Plans)
Richard Fisch, Esq.
Ruel B. Pile, Esq.
Malizia, Spidi, Sloane & Fisch, P.C.
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
(202) 434-4660
(Name, address and telephone number of agent for service)
--------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Proposed Proposed Amount of
Securities to Amount to Maximum Offering Maximum Offering Registration
be Registered be Registered Price Per Unit Price (2) Fee (2)
- ------------- ------------- -------------- ----------- --------
Common Stock
$.01 par value 68,000(1) (2) $1,377,375 $406.33
================================================================================
(1) The maximum number of shares of common stock issuable upon exercise of
options granted or to be granted under the Teche Holding Company 1997
Stock Option Plan and the Teche Holding Company 1998 Stock Option Plan
consists of 68,000 shares which are being registered under this
Registration Statement and for which a registration fee is being paid.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be
calculated, inter alia, based upon the price at which the stock options
may be exercised. 68,000 shares are being registered hereby, of which
10,000 shares are under option at an exercise price of $15.9375 per
share ($159,375 in the aggregate). The remainder of such shares, which
are not presently subject to options (58,000 shares), are being
registered based upon the closing price of the common stock of Teche
Holding Company as reported on the American Stock Exchange on April 30,
1998, of $21.00 per share ($1,218,000 in the aggregate) for a total
offering of $1,377,375.
Under Rule 462 of the 1933 Act, the Registration Statement on Form S-8
shall be effective upon filing with the Commission.
<PAGE>
** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**
PROSPECTUS
- ----------
68,000 Shares
-------------------
TECHE HOLDING COMPANY
COMMON STOCK
(Par Value $.01 Per Share)
-------------------
TECHE HOLDING COMPANY 1997 STOCK OPTION PLAN
AND TECHE HOLDING COMPANY 1998 STOCK OPTION PLAN
-------------------
This Prospectus relates to 68,000 shares of common stock, par value
$.01 per share (the "Common Stock"), of Teche Holding Company (the "Company"), a
Louisiana corporation which is the parent savings and loan holding company of
Teche Federal Savings Bank (the "Savings Bank"), which may be issued from time
to time by the Company to holders of options granted or to be granted by the
Company to selected officers, directors, key employees, and other persons of the
Company and any subsidiary of the Company pursuant to the Teche Holding Company
1997 Stock Option Plan and the Teche Holding Company 1998 Stock Option Plan
(collectively the "Plans"). Holders of options granted or to be granted under
the Plans (the "Options") are referred to herein as "Optionees." Each offer made
under the Plans pursuant to this Prospectus is made at the price and on the
terms and conditions contained in the stock option agreements entered into
between the Company and each Optionee.
This Prospectus is for use as of the date hereof and in subsequent
years. Information which is likely to change from year to year will be included
in appendices to this Prospectus.
The issued and outstanding Common Stock of the Company is traded on the
American Stock Exchange under the symbol "TSH." Shares of Common Stock which may
be issued upon exercise of options granted or to be granted under the Plans,
will also be traded on the American Stock Exchange. On April 30, 1998, the
closing price of the Common Stock on the American Stock Exchange was $21.00 per
share.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
The date of this Prospectus is June 3, 1998
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Common Stock
offered by this Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company or that the information contained herein is correct as of any time
subsequent to the date hereof.
<PAGE>
TABLE OF CONTENTS
Teche Holding Company 1997 Stock Option Plan
Teche Holding Company 1998 Stock Option Plan
Page
General Information on Plans........................................... 1
Administration......................................................... 2
Purpose................................................................ 2
Securities to be Offered............................................... 2
Eligibility to Participate in Plans.................................... 2
Purchases of Securities Pursuant to the Plans
and Payment for Securities Offered.................................... 3
Term of the Plans.................................................... 3
Stock Option Agreements.............................................. 3
Option Price......................................................... 3
Limitations on Grant of Options...................................... 3
Option Period........................................................ 3
Non-transferability.................................................. 4
Conditions of Exercise............................................... 4
Payment for Options.................................................. 4
Cashless Exercise.................................................... 4
Issuance of Common Stock............................................. 4
Recapitalization, Merger, Consolidation, Change in
Control and Similar Transactions...................................... 5
Amendment and Termination of the Plans................................. 6
Restrictions on Resale................................................. 6
Federal Income Tax Consequences........................................ 6
Annual Report to Shareholders.......................................... 7
Additional Information................................................. 7
Legal Opinion.......................................................... 7
<PAGE>
Teche Holding Company 1997 Stock Option Plan
Teche Holding Company 1998 Stock Option Plan
General Information on Plans
- ----------------------------
This Prospectus relates to 68,000 shares of the common stock ("Common
Stock"), par value $.01 per share, of Teche Holding Company (the "Company"),
which will be offered upon exercise of options granted or to be granted under
the Teche Holding Company 1997 Stock Option Plan ("1997 Plan") and the Teche
Holding Company 1998 Stock Option Plan ("1998 Plan") (collectively referred to
herein as the "Plans").
The Company was formed under the laws of the State of Louisiana for the
purpose of becoming a savings and loan holding company and became the parent
corporation of Teche Federal Savings Bank (the "Savings Bank") on April 18,
1995, at which time the Company acquired all of the shares of capital stock of
the Savings Bank. The Board of Directors of the Company adopted the 1997 Plan on
December 18, 1996 and the 1998 Plan on October 22 1997. The Plans are to
continue in effect for a period of ten years from each Plan's respective
Effective Date (the date on which such Plan was adopted by the Board of
Directors), unless earlier terminated or extended by the Company.
Pursuant to the Plans, 68,000 shares of Common Stock were reserved for
issuance by the Company upon exercise of Options awarded to officers, directors,
key employees and other persons of the Company and any parent and subsidiary
corporations. Options granted under the Plans are not intended to qualify as
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
Upon the exercise of options, the Optionee generally recognizes
ordinary income to the extent that the exercise price is less than the fair
market value of the Common Stock on the date of exercise. The Company is
entitled to a federal income tax deduction equal to the amount of ordinary
income recognized by the Optionee at the time of such income recognition. See
"Federal Income Tax Consequences."
The Plans is not qualified under Section 401(a) of the Code and it is
exempt from the provisions of the Employee Retirement Income Security Act of
1974, as amended.
The statements herein concerning the terms and provisions of the Plans
are summaries and do not purport to be complete. All such statements are
qualified in their entirety by reference to the full text of the Plans as filed
as Exhibits 4.1 and 4.2 to the Registration Statement of which this Prospectus
is a part.
Additional updating and other information with respect to the Plans and
the Common Stock offered hereby may be provided in the future to Optionees by
means of one or more supplements or appendices to this Prospectus. Additional
information about the Plans (including a copy of the Plans), plan
administration, and the Company may be obtained at the Company's principal
offices, which are located at 211 Willow Street, Franklin, Louisiana 70538. The
Company's telephone number is (318) 828-3212.
1
<PAGE>
Administration
- --------------
The Plans are administered by committees of the Company's Board of
Directors (the "Committees"). The Plans provide that each Committee will consist
of not less than two non-employee directors of the Company. The members of each
Committee are appointed by the Board and serve at the pleasure of the Board.
Members of each Committee shall be "disinterested" within the meaning of Rule
16b-3 promulgated under Rule 16(b) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"). 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 shall be deemed the action of the Committee.
Subject to the express provisions of the Plans and resolutions adopted
by the Board, the Committees have authority to interpret the Plans, to
prescribe, amend, and rescind the rules and regulations relating to the Plans,
and to determine the form and content of Options to be issued under the Plans.
In addition, the Committees are authorized to make all other determinations
deemed necessary or advisable for the administration of the Plans and shall have
and may exercise such other power and such authority as may be delegated to it
by the Board from time to time. All decisions, determinations, and
interpretations of the Committees shall be final and conclusive to all persons
affected thereby.
Additional information about the Plans and the Committees may be
obtained from the Company at the address of the Company listed under "General
Information on Plans."
Purpose
- -------
The purpose of both Plans is to promote the interests of the Company by
attracting and retaining the best available personnel for positions of
substantial responsibility to serve as officers, directors, and key employees of
the Company and to provide additional incentive to such officers, directors, and
key employees of the Company to promote the success of the Company's business.
Securities to be Offered
- ------------------------
The aggregate number of shares of Common Stock which may be issued
pursuant to Options granted or to be granted under the Plans is 68,000 shares,
subject to certain adjustments for changes in the capital structure of the
Company, as described below. See "Recapitalization, Merger, Consolidation,
Change in Control and Similar Transactions." Any shares subject to an Option
under the Plans which expire or are terminated unexercised will again be
available for issuance under the Plans.
Eligibility to Participate in Plans
- -----------------------------------
Options to purchase Common Stock under the Plans may be awarded to
officers, directors, key employees, and other persons of the Company, the
Savings Bank, and any present or future parent or subsidiary corporations. In
selecting participants under the Plans (the "Participants") and in determining
the number of Options to be granted to each Participant, the Committees may
consider the nature of the services rendered by each Participant, each
Participant's current and potential contribution to the Company, and such other
factors as each Committee, in its sole discretion, shall deem relevant.
For a description of the number of persons currently eligible to
participate in the Plans and the number of persons actually participating in the
Plans, see "Participation in the Plans" at Appendix A.
2
<PAGE>
Purchases of Securities Pursuant to the Plans and Payment for Securities Offered
- --------------------------------------------------------------------------------
Term of the Plans. The Plans shall continue in effect for a term of ten
years from the date such Plan was adopted by the Company's Board, after which no
further awards may be granted. The future expiration of the Plans, or its
termination by the Board, will not affect any Option previously granted.
Notwithstanding the forgoing, the granting of Incentive Stock Options, in order
to qualify as such under the Code, shall not be made beyond ten years after the
date of adoption of the Plans by the Company.
Stock Option Agreements. The Options granted under the Plans are
evidenced by stock option agreements (the "Option Agreements") substantially in
the form of the Option Agreements filed as exhibits to the Registration
Statement of which this Prospectus is a part. Each Option Agreement, and any
amendment thereto, will contain terms and conditions consistent with the
requirements of the Plans as each Committee shall determine. The Option
Agreements shall constitute the only form of reports which Participants shall
receive related to the status of Options granted or which are exercisable under
the Plans.
The Plans provide that the Board of Directors of the Company may
authorize the Committee to direct the execution of an instrument providing for
the modification of any outstanding Option, provided that no such modification,
extension or renewal shall confer on the Optionee any right or benefit which
could not be conferred by the grant of a new Option at such time, and shall not
materially decrease the Optionee's benefits under the Option without the
Optionee's consent, except as provided under Section 13 of the Plans, which
permits modification of the Plans. See "Amendment and Termination of the Plans."
Option Price. The exercise price for the purchase of shares subject to
an Option at the date of grant may not be less than 100 percent (100%) of the
fair market value of the shares covered by the Option on that date. The exercise
price of Options must be paid for in full in cash or shares of Common Stock, or
a combination of both.
If the Common Stock is listed on a national securities exchange at the
time of granting an Option awarded pursuant to the Plans, then the exercise
price per share shall be not less than the average of the highest and lowest
selling price on such exchange on the date such Option is granted; or if there
were no sales on said date, then the price shall be not less than the mean
between the bid and asked price on such date. If the Common Stock is traded
otherwise than on a national securities exchange at the time of the granting of
an Option, then the exercise price per share shall be not less than the mean
between the bid and asked price on the date the Option is granted or, if there
is no bid and asked price on said 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 exercise price per share shall be determined by the
Committee in good faith.
Limitations on Grant of Options. Except as may be specifically provided
by the terms of the Plans, the granting of Options is made at the sole
discretion of each Committee.
Option Period. The term of exercisability of an Option granted under
the Plans shall be established by each Committee, but may not be for more than
ten years from the date of grant of the Option. In general, Options will not be
exercisable after the expiration of their term as set forth in the Plans and/or
the Option Agreement.
3
<PAGE>
In the event that an Optionee ceases to serve as an employee of the
Company for any reason other than permanent and total disability or death, an
exercisable Option will generally continue to be exercisable for three months
but in no event after the expiration date of the Option. In the event of the
permanent and total disability or death of an Optionee during such service, an
exercisable Option will continue to be exercisable for one year in the case of
disability and two years in the case of death, to the extent exercisable by the
Optionee immediately prior to his or her permanent and total disability or
death, but in no event after the expiration date of such Options.
Under the Plans, the Committees' determination regarding whether an
Optionee's employment or service has ceased, and the effective date thereof
shall be final and conclusive on all persons affected thereby.
Non-transferability. No Option granted under the Plans is transferable
other than by will or the laws of descent and distribution.
Conditions of Exercise. Options may be exercised only during the
periods specified in the Plans or the Option Agreement, certain information as
to which is provided above (see "Option Period"). Except as described above and
as may be limited by an Option Agreement, there is no limitation upon the number
of Options that may be exercised in any one year, and Options not exercised in
any one year may be exercised in subsequent years over the term of the Option.
The Committee may impose additional conditions upon the rights of an Optionee to
exercise any Option which are not inconsistent with the terms of the Plans.
Payment for Options. Under the Plans, full payment for each share of
Common Stock purchased upon the exercise of any Option shall be made at the time
of exercise of such Option and shall be paid in cash (in United States dollars),
Common Stock, or a combination of cash and Common Stock. Common Stock utilized
in full or partial payment of the exercise price shall be valued at its fair
market value at the date of exercise. The Company shall accept full or partial
payment in Common Stock only to the extent permitted by applicable law. No
shares of Common Stock shall be issued until full payment therefore has been
received by the Company, and no Optionee shall have any of the rights of a
shareholder of the Company until the shares of Common Stock are issued to him or
her.
Cashless Exercise. An Optionee who has held an Option for at least six
months may engage in the "cashless exercise" of the Option. In a cashless
exercise, an Optionee gives the Company written notice of the exercise of the
Option together with an order to a registered broker-dealer or equivalent third
party, to sell part or all of the Optioned Stock and to deliver enough of the
proceeds to the Company to pay the Option exercise price and any applicable
withholding taxes. If the Optionee does not sell the optioned stock through a
registered broker-dealer or equivalent third party, he can give the Company
written notice of the exercise of the Option and the third party purchaser of
the optioned stock shall pay the Option exercise price plus any applicable
withholding taxes to the Company.
Issuance of Common Stock. Shares issued to Optionees upon exercise of
Options shall be either newly issued shares of the Company, treasury shares or
shares purchased in the market, at the Company's discretion. In either case, the
Optionee shall not pay any fees, commissions, or other charges for such Common
Stock other than the exercise price as stated in the Option Agreement. Cash
proceeds from the sale of Common Stock issued pursuant to the exercise of
Options will be added to the general funds of the Company to be used for general
corporate purposes. Shares of Common Stock shall not be issued with respect to
any Option granted under the Plans unless the issuance and delivery of such
Common
4
<PAGE>
Stock shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended (the "1933 Act"), the rules
and regulations promulgated thereunder, any applicable state securities law, and
the requirements of any stock exchange upon which the Common Stock may then be
listed.
Inability of the Company to obtain approval from any regulatory body or
authority deemed by the Company or counsel thereto to be necessary for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability with respect to the non-issuance or sale of such Common Stock.
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 any additional
registration requirements of federal or state securities laws.
Recapitalization, Merger, Consolidation, Change in Control, and Similar
Transactions
- --------------------------------------------------------------------------------
Subject to any required action by the shareholders of the Company,
within the sole discretion of the Committee, the aggregate number of shares of
Common Stock for which Options may be granted under the Plans, the number of
shares of Common Stock covered by each outstanding Option and the exercise price
per share of Common Stock of each Option shall be proportionately adjusted for
any increase or decrease in the number of issued and outstanding shares of
Common Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend on the Common Stock or any other increase or
decrease in the number of such shares of Common Stock effected without a receipt
of consideration by the Company (other than by shares held by dissenting
stockholders).
In the event of any change in control, recapitalization, merger,
consolidation, exchange of shares, spin-off, reorganization, tender offer,
liquidation, or other extraordinary corporate action, the Committee, in its sole
discretion, shall have the power, prior to or subsequent to such action or
events, to (i) appropriately adjust the number of shares of Common Stock subject
to each Option, the exercise price per share of Common Stock, and the
consideration to be given or received by the Company upon the exercise of any
outstanding Options; (ii) cancel any or all previously granted Options,
providing that appropriate consideration is paid to the Optionee in connection
therewith; and/or (iii) make such other adjustments in connection with the Plans
as each Committee, in its sole discretion, deems necessary, desirable,
appropriate, or advisable.
The Committee has at all times the power to accelerate the exercise
date of all Options granted under the Plans; provided, however, the
exercisability of such Options may be accelerated only in the event of death,
permanent and total disability, or change in control in accordance with the
Plans. In the case of any change in control of the Company as determined by the
Committee, all outstanding options shall become immediately exercisable. A
change in control is defined in the Plans as: (i) the sale of all, or a material
portion, of the assets of the Company; (ii) the merger or recapitalization
whereby the Company is not the surviving entity; (iii) a change of control of
the Company as otherwise defined by the Office of Thrift Supervision ("OTS") or
its regulations; and (iv) the acquisition, directly or indirectly, of the
beneficial ownership (within the meaning of Section 13(d) of the 1934 Act and
rules and regulations promulgated thereunder) of 25% or more of the outstanding
voting securities of the Company by any person, trust, entity or group. This
limitation shall not apply to a transaction in which the purchase of shares by
underwriters in connection with a public offering of Common Stock, or the
purchase of shares of up to 25% of any class of securities of the Company by a
tax-qualified employee
5
<PAGE>
stock benefit plan. The determination of each Committee as to whether a change
in control has occurred shall be conclusive and binding.
Amendment and Termination of the Plans
- --------------------------------------
The Board of Directors may alter, suspend, or discontinue the Plans at
any time within its sole discretion.
Restrictions on Resale
- ----------------------
Unless specifically included as a term and condition of any Option,
there are no restrictions on the resale of Common Stock acquired upon the
exercise of Options. The Plans permit each Committee to provide as a condition
to the exercise of an Option that the shares acquired upon the exercise of such
Options may be subject to a "Right of Repurchase" by the Company. At this time,
the Company has no intention to grant Options subject to such "Right of
Repurchase." Such shares of Common Stock, however, may be resold only in
compliance with the registration requirements of the 1933 Act, and applicable
state securities laws.
Under the 1933 Act, affiliates of the Company generally may resell
shares of Common Stock purchased pursuant to the Plans only (i) in accordance
with the provisions of Rule 144 under the 1933 Act, or (ii) pursuant to an
applicable current and effective registration statement under the 1933 Act.
As defined in Rule 405 under the 1933 Act, an affiliate of the Company
is a person who directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with the Company. The
determination of whether a person is an affiliate of the Company is primarily a
factual one based upon whether he possesses, directly or indirectly,
individually or in concert with others, the power to direct or cause the
direction of the management or policies of the Company, whether through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or otherwise. Therefore, each Optionee should consult his counsel
concerning whether he is an affiliate of the Company and the attendant
restrictions on the resale under the 1933 Act of Common Stock acquired pursuant
to the Plans.
In addition, the receipt of an Option to purchase Common Stock by an
officer or director of the Company, or the beneficial owner of 10% or more of
the outstanding Common Stock, is a reportable transaction under Section 16 of
the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the Securities
and Exchange Commission in connection with such transaction. The sale by an
officer, director, or 10% holder of Common Stock issued upon an exercise of an
Option within six months after the receipt of such Option may create liability
of such persons to the Company under the "short-swing profit" provisions of
Section 16(b) of the 1934 Act.
Federal Income Tax Consequences
- -------------------------------
Under present federal tax laws, awards under the Plans will have the
following consequences:
1. The exercise of an Option will result in the recognition of ordinary
income by the Optionee on the date of exercise in an amount equal to
the difference between the exercise price and the fair market value,
on the date of exercise, of the shares acquired pursuant to the
exercise of such Option.
6
<PAGE>
2. The Company will be allowed a tax deduction for federal tax purposes
equal to the amount of ordinary income recognized by an Optionee at
the time the Optionee recognizes such ordinary income under an
Option.
The foregoing provides a general summary of the federal income tax
consequences applicable to Optionees under the Plans. Each Optionee is urged to
consult his or her own tax advisor for information regarding applicable federal
and state tax consequences.
Annual Report to Shareholders
- -----------------------------
The Company's financial statements for the period ended September 30,
1997, as contained in the Company's Form 10-K are incorporated by reference in
the Registration Statement to which this Prospectus is a part. In the future,
the Company's latest Annual Report to Stockholders, including financial
statements, will be mailed to all stockholders of record as of the close of
business on such record date. Any person wishing to receive a copy of the Annual
Report to Stockholders may obtain a copy by writing the Company at the address
set forth below under "Additional Information."
Additional Information
- ----------------------
Additional updating information with respect to the Common Stock and
the Plans covered herein may be provided in the future to Participants under the
Plans by means of appendices to this Prospectus. The nature and frequency of any
reports to be made to Participants as to their participation in the Plans will
be determined by each Committee.
The Company upon written or oral request, will provide without charge
to any person to whom this Prospectus is delivered: a copy of the Plans, a copy
of its latest Annual Report to Stockholders (when available) and a copy of any
and all of the documents that have been incorporated by reference in Item 3 of
Part II of the Registration Statement of which this Prospectus is a part, and
that such documents are deemed incorporated by reference in this 1933 Act
Section 10(a) Prospectus. Further, other documents required to be delivered to
Participants as specified in Item 9 of Part II of the Registration Statement are
available upon request. Any such request can be oral or in writing and should be
addressed to the Corporate Secretary, 211 Willow Street, Franklin, Louisiana
70538. The Registrant's telephone number is (318) 828-3212.
Legal Opinion
- -------------
The validity of the Common Stock offered hereby has been passed on for
the Company by Malizia, Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.
7
<PAGE>
PART II
INFORMATION REQUIRED IN 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 (the "1934 Act") and, accordingly, files
periodic reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements, and other information
concerning the Company filed with the Commission may be inspected and copies may
be obtained (at present rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.
The following documents filed with the Commission are incorporated by
reference in this Registration Statement and the Prospectus constituting Part I
of this Registration Statement:
(1) The Company's Registration Statement on Form S-1 (No. 33-874865)
filed with the Commission on December 16, 1994 and amendments thereto;
(2) The Company's Annual Report on Form 10-K filed with the Commission
for the fiscal year ended September 30, 1997, as filed with the Commission;
(3) The Company's Definitive Proxy Statement related to the January 21,
1998 Annual Meeting of stockholders, as filed with the Commission;
(4) The Company's Registration Statement on Form 8-A as filed with the
Commission on February 9, 1995;
(5) The Company's Quarterly Statement on Form 10-Q for the periods
ended December 31, 1997 and March 31, 1998 as filed with the Commission; and
(6) Information as to the Options which will be included in the future
either in the Company's proxy statements, annual reports, or appendices to this
Prospectus.
All documents filed by the Company pursuant to Sections 13, 14, or
15(d) of the 1934 Act after the date hereof and prior to the termination of the
offering of the shares of Common Stock shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
- -----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 12:83 of the Louisiana Business Corporation Law as amended
("LBCL") authorizes a corporation such as the Company to indemnify officers,
directors, employees and agents under certain
II-1
<PAGE>
circumstances. Section 12.83.B of the LBCL requires indemnification of
directors, officers, employees and agents who have been successful on the merits
or otherwise in defense of certain actions, suits, proceedings claims, issues
and matters. Article XVI of the Company's Articles of Incorporation provides for
indemnification.
Section 12.24.C of the LBCL allows for the limitation of liability of
directors and officers. Article XV of the Company's Articles of Incorporation
provides for the limitation of liability of officers and directors.
The Company believes that these provisions assist the Company in, among
other things, attracting and retaining qualified persons to serve the Company
and its subsidiary. However, a result of such provisions could be to increase
the expenses of the Company and effectively reduce the ability of stockholders
to sue on behalf of the Company since certain suits could be barred or amounts
that might otherwise be obtained on behalf of the Company could be required to
be repaid by the Company to an indemnified party.
The Company has in force a Directors and Officers Liability Policy
underwritten by CNA Insurance Company with a $3.0 million aggregate limit of
liability and an aggregate deductible of $50,000 per loss both for claims
directly against officers and directors and for claims where the Company is
required to indemnify directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933 Act") may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
Not applicable.
Item 8. Exhibits
- -----------------
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
Item 9. Undertakings
- ---------------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section 10(a)(3) of
the 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;
II-2
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(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 (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.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
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 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 registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy expressed in the Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Teche
Holding Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing a Registration Statement 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 Franklin in the State
of Louisiana, on the 28th day of April 1998.
Teche Holding Company
By: /s/ Patrick O. Little
---------------------------------------
Patrick O. Little
President, Chief Executive Officer,
and Director
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Teche Holding Company, do
hereby severally constitute and appoint Patrick O. Little true and lawful
attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said Patrick O. Little may
deem necessary or advisable to enable Teche Holding Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-8 relating to the offering of the Company's Common Stock,
including specifically, but not limited to, power and authority to sign, for any
of us in our names in the capacities indicated below, the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Patrick O. Little shall do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <S> <C> <C>
By: /s/ Patrick O. Little By: /s/ J.L. Chauvin
----------------------------------------- --------------------------------------------
Patrick O. Little J.L. Chauvin
President, Chief Executive Officer, Vice President and Treasurer
and Director (Principal Financial and Accounting Officer)
(Principal Executive Officer)
Date: April 28, 1998 Date: April 28, 1998
By: /s/ W. Ross Little By: /s/ Robert Earl Mouton
----------------------------------------- --------------------------------------------
W. Ross Little Robert Earl Mouton
Chairman of the Board Director
Date: April 28, 1998 Date: April 28, 1998
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <S> <C> <C>
By: /s/ Mary Coon Biggs By: /s/ Christian L. Olivier
----------------------------------------- --------------------------------------------
Mary Coon Biggs Christian L. Olivier
Director Director
Date: April 28, 1998 Date: April 28, 1998
By: /s/ Virginia Kyle Hine By: /s/ W. Ross Little, Jr.
----------------------------------------- --------------------------------------------
Virginia Kyle Hine W. Ross Little, Jr.
Director Director and Secretary
Date: April 28, 1998 Date: April 28, 1998
By: /s/ Henry L. Friedman By: /s/ Thomas F. Kramer, M.D.
----------------------------------------- --------------------------------------------
Henry L. Friedman Thomas F. Kramer, M.D.
Director Director
Date: April 28, 1998 Date: April 28, 1998
By:
-----------------------------------------
Donelson T. Caffery, Jr.
Director
Date: , 1998
---------------- ---
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description Page
- ------- ----------- ----
<S> <C> <C>
4.1 Teche Holding Company 19
1997 Stock Option Plan
4.2 Teche Holding Company 29
1998 Stock Option Plan
4.3 Form of Stock Option Agreements 38
5.1 Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the 45
validity of the Common Stock being registered
23.1 Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears --
in their opinion filed as Exhibit 5.1)
23.2 Consent of Independent Accountants 48
24 Reference is made to the Signatures section of this --
Registration Statement for the Power of Attorney
contained therein
</TABLE>
EXHIBIT 4.1
Teche Holding Company
1997 Stock Option Plan
<PAGE>
TECHE HOLDING COMPANY
1998 STOCK OPTION PLAN
1. Purpose of the Plan. The Plan shall be known as the Teche Holding
Company ("Company") 1998 Stock Option Plan (the "Plan"). The purpose of the Plan
is to attract and retain qualified personnel for positions of substantial
responsibility and to provide additional incentive to officers, directors, key
employees and other persons providing services to the Company, or any present or
future parent or subsidiary of the Company to promote the success of the
business. The Plan is intended to provide for the grant Stock Options that do
not qualify under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").
2. Definitions. The following words and phrases when used in this Plan
with an initial capital letter, unless the context clearly indicates otherwise,
shall have the meaning as set forth below. Wherever appropriate, the masculine
pronoun shall include the feminine pronoun and the singular shall include the
plural.
(a) "Award" means the grant by the Committee of a Stock Option
as provided in the Plan.
(b) "Board" shall mean the Board of Directors of the Company,
or any successor or parent corporation thereto.
(c) "Change in Control" shall mean: (i) the sale of all, or a
material portion, of the assets of the Company; (ii) the merger or
recapitalization of the Company whereby the Company is not the surviving entity;
(iii) a change in control of the Company, as otherwise defined or determined by
the Office of Thrift Supervision or regulations promulgated by it; or (iv) the
acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of that term as it is used in Section 13(d) of the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five
percent (25%) or more of the outstanding voting securities of the Company by any
person, trust, entity or group. This limitation shall not apply to the purchase
of shares by underwriters in connection with a public offering of Company stock,
or the purchase of shares of up to 25% of any class of securities of the Company
by a tax-qualified employee stock benefit plan which is exempt from the approval
requirements, set forth under 12 C.F.R. ss.574.3(c)(1)(vi) as now in effect or
as may hereafter be amended. The term "person" refers to an individual or a
corporation, partnership, trust, association, joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The decision of the Committee as to whether a Change
in Control has occurred shall be conclusive and binding.
(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended, and regulations promulgated thereunder.
(e) "Committee" shall mean the Board or the Stock Option
Committee appointed by the Board in accordance with Section 5(a) of the Plan.
1
<PAGE>
(f) "Common Stock" shall mean the common stock of the Company,
or any successor or parent corporation thereto.
(g) "Continuous Employment" or "Continuous Status as an
Employee" shall mean the absence of any interruption or termination of
employment with the Company or any present or future Parent or Subsidiary of the
Company. Employment shall not be considered interrupted in the case of sick
leave, military leave or any other leave of absence approved by the Company or
in the case of transfers between payroll locations, of the Company or between
the Company, its Parent, its Subsidiaries or a successor.
(h) "Company" shall mean the Teche Holding Company, the parent
corporation of the Savings Bank, or any successor or Parent thereof.
(i) "Director" shall mean a member of the Board of the
Company, or any successor or parent corporation thereto.
(j) "Director Emeritus" shall mean a person serving as a
director emeritus, advisory director, consulting director, or other similar
position as may be appointed by the Board of Directors of the Savings Bank or
the Company from time to time.
(k) "Disability" means any physical or mental impairment which
renders the Participant incapable of continuing in the employment or service of
the Savings Bank or the Parent in his then current capacity as determined by the
Committee.
(l) "Effective Date" shall mean the date of Board adoption of
the Plan.
(m) "Employee" shall mean any person employed by the Company
or any present or future Parent or Subsidiary of the Company.
(n) "Fair Market Value" shall mean: (i) if the Common Stock is
traded otherwise than on a national securities exchange, then the Fair Market
Value per Share shall be equal to the mean between the last bid and ask price of
such Common Stock on such date or, if there is no bid and ask price on said
date, then on the immediately prior business day on which there was a bid and
ask price. If no such bid and ask price is available, then the Fair Market Value
shall be determined by the Committee in good faith; or (ii) if the Common Stock
is listed on a national securities exchange, then the Fair Market Value per
Share shall be not less than the average of the highest and lowest selling price
of such Common Stock on such exchange on such date, or if there were no sales on
said date, then the Fair Market Value shall be not less than the mean between
the last bid and ask price on such date.
(o) "Stock Option" or "Option" shall mean an option to
purchase Shares granted pursuant to the Plan which option is not intended to
qualify under Section 422 of the Code providing the holder of such Option with
the right to purchase Common Stock.
(p) "Optioned Stock" shall mean stock subject to an Option
granted pursuant to the Plan.
(q) "Optionee" shall mean any person who receives an Option or
Award pursuant to the Plan.
2
<PAGE>
(r) "Parent" shall mean any present or future corporation
which would be a "parent corporation" as defined in Sections 424(e) and (g) of
the Code.
(s) "Participant" means any director, officer or key employee
of the Company or any Parent or Subsidiary of the Company or any other person
providing a service to the Company who is selected by the Committee to receive
an Award, or who by the express terms of the Plan is granted an Award.
(t) "Plan" shall mean the Teche Holding Company 1998 Stock
Option Plan.
(u) "Savings Bank" shall mean Teche Federal Savings Bank, or
any successor corporation thereto.
(v) "Share" shall mean one share of the Common Stock.
(w) "Subsidiary" shall mean any present or future corporation
which constitutes a "subsidiary corporation" as defined in Sections 424(f) and
(g) of the Code.
3. Shares Subject to the Plan. Except as otherwise required by the
provisions of Section 10 hereof, the aggregate number of Shares with respect to
which Awards may be made pursuant to the Plan shall not exceed *34,000 Shares.
Such Shares may either be from authorized but unissued shares or shares
purchased in the market for Plan purposes.
If an Award shall expire, become unexercisable, or be forfeited for any
reason prior to its exercise, new Awards may be granted under the Plan with
respect to the number of Shares as to which such expiration has occurred.
4. Six Month Holding Period.
Subject to vesting requirements, if applicable, except in the
event of death or disability of the Optionee, a minimum of six months must
elapse between the date of the grant of an Option and the date of the sale of
the Common Stock received through the exercise of such Option.
5. Administration of the Plan.
(a) Composition of the Committee. The Plan shall be
administered by the Board of Directors of the Company or a Committee which shall
consist of not less than two Directors of the Company appointed by the Board and
serving at the pleasure of the Board. All persons designated as members of the
Committee shall meet the requirements of a "Non-Employee Director" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, as
found at 17 CFR ss.240.16b-3.
(b) Powers of the Committee. The Committee is authorized (but
only to the extent not contrary to the express provisions of the Plan or to
resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, to determine the form
- --------
* Not to exceed 1% of shares outstanding as of date of Board adoption.
3
<PAGE>
and content of Awards to be issued under the Plan and to make other
determinations necessary or advisable for the administration of the Plan, and
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 shall be deemed the action of the
Committee. In no event may the Committee revoke outstanding Awards without the
consent of the Participant.
The President of the Company and such other officers as shall
be designated by the Committee are hereby authorized to execute written
agreements evidencing Awards on behalf of the Company and to cause them to be
delivered to the Participants. Such agreements shall set forth the Option
exercise price, the number of shares of Common Stock subject to such Option, the
expiration date of such Options, and such other terms and restrictions
applicable to such Award as are determined in accordance with the Plan or the
actions of the Committee.
(c) Effect of Committee's Decision. All decisions,
determinations and interpretations of the Committee shall be final and
conclusive on all persons affected thereby.
6. Eligibility for Awards. The Committee shall from time to time
determine the officers, Directors, key employees and other persons who shall be
granted Awards under the Plan, the number of Awards to be granted to each such
Participant. In selecting Participants and in determining the number of Shares
of Common Stock to be granted to each such Participant, the Committee may
consider the nature of the prior and anticipated future services rendered by
each such Participant, each such Participant's current and potential
contribution to the Company and such other factors as the Committee may, in its
sole discretion, deem relevant. Participants who have been granted an Award may,
if otherwise eligible, be granted additional Awards.
7. Term of the Plan. The Plan shall continue in effect for a term of
ten (10) years from the Effective Date, unless sooner terminated pursuant to
Section 13 hereof. No Option shall be granted under the Plan after ten (10)
years from the Effective Date.
8. Terms and Conditions of Stock Options. Stock Options may be granted
by the Committee from time to time in its sole discretion and in accordance with
the Plan. Stock Options granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee shall from time to time approve. Each
Stock Option granted pursuant to the Plan shall comply with, and be subject to,
the following terms and conditions:
(a) Option Price. The price per Share at which each Stock
Option granted by the Committee under the Plan may be exercised shall not, as to
any particular Stock Option, be less than the Fair Market Value of the Common
Stock on the date that such Stock Option is granted.
(b) Payment. Full payment for each Share of Common Stock
purchased upon the exercise of any Stock Option granted under the Plan shall be
made at the time of exercise of each such Stock Option and shall be paid in cash
(in United States Dollars), Common Stock or a combination of cash and Common
Stock. Common Stock utilized in full or partial payment of the exercise price
shall be valued at the Fair Market Value at the date of exercise. The Company
shall accept full or partial payment in Common Stock only to the extent
permitted by applicable law. No Shares of Common Stock shall be issued until
full payment has been received by the Company, and no Optionee shall have any of
the rights of a stockholder of the Company until Shares of Common Stock are
issued to the Optionee.
4
<PAGE>
(c) Term of Stock Option. The term of exercisability of each
Stock Option granted pursuant to the Plan shall be not more than ten (10) years
from the date each such Stock Option is granted.
(d) Exercise Generally. Except as otherwise by the action of
the Committee, hereof, no Stock Option may be exercised unless the Optionee
shall have been in the employ of the Company at all times during the period
beginning with the date of grant of any such Stock Option and ending on the date
three (3) months prior to the date of exercise of any such Stock Option. The
Committee may impose additional conditions upon the right of an Optionee to
exercise any Stock Option granted hereunder which are not inconsistent with the
terms of the Plan.
(e) Cashless Exercise. Subject to vesting requirements, if
applicable, an Optionee who has held a Stock Option for at least six months may
engage in the "cashless exercise" of the Option. Upon a cashless exercise, an
Optionee shall give the Company written notice of the exercise of the Option
together with an order to a registered broker-dealer or equivalent third party,
to sell part or all of the Optioned Stock and to deliver enough of the proceeds
to the Company to pay the Option exercise price and any applicable withholding
taxes. If the Optionee does not sell the Optioned Stock through a registered
broker-dealer or equivalent third party, the Optionee can give the Company
written notice of the exercise of the Option and the third party purchaser of
the Optioned Stock shall pay the Option exercise price plus any applicable
withholding taxes to the Company.
(f) Transferability. A Stock Option granted pursuant to the
Plan shall be exercised during an Optionee's lifetime only by the Optionee to
whom it was granted and shall not be assignable or transferable otherwise than
by will or by the laws of descent and distribution.
9. Effect of Termination of Employment, Disability or Death on Stock
Options.
(a) Termination of Employment. In the event that any
Optionee's employment with the Company shall terminate for any reason, other
than Disability or death, all of any such Optionee's Stock Options, and all of
any such Optionee's rights to purchase or receive Shares of Common Stock
pursuant thereto, shall automatically terminate on (A) the earlier of (i) or
(ii): (i) the respective expiration dates of any such Stock Options, or (ii) the
expiration of not more than three (3) months after the date of such termination
of employment; or (B) at such later date as is determined by the Committee at
the time of the grant of such Award based upon the Optionee's continuing status
as a Director or Director Emeritus of the Savings Bank or the Company, but only
if, and to the extent that, the Optionee was entitled to exercise any such Stock
Options at the date of such termination of employment. In the event that a
Subsidiary ceases to be a Subsidiary of the Company, the employment of all of
its employees who are not immediately thereafter employees of the Company shall
be deemed to terminate upon the date such Subsidiary so ceases to be a
Subsidiary of the Company.
(b) Disability. In the event that any Optionee's employment
with the Company shall terminate as the result of the Disability of such
Optionee, such Optionee may exercise any Stock Options granted to the Optionee
pursuant to the Plan at any time prior to the earlier of (i) the respective
expiration dates of any such Stock Options or (ii) the date which is one (1)
year after the date of such termination of employment, but only if, and to the
extent that, the Optionee was entitled to exercise any such Stock Options at the
date of such termination of employment.
(c) Death. In the event of the death of an Optionee, any Stock
Options granted to such Optionee may be exercised by the person or persons to
whom the Optionee's rights under any such
5
<PAGE>
Stock Options pass by will or by the laws of descent and distribution (including
the Optionee's estate during the period of administration) at any time prior to
the earlier of (i) the respective expiration dates of any such Stock Options or
(ii) the date which is two (2) years after the date of death of such Optionee
but only if, and to the extent that, the Optionee was entitled to exercise any
such Stock Options at the date of death. For purposes of this Section, any Stock
Option held by an Optionee shall be considered exercisable at the date of his
death if the only unsatisfied condition precedent to the exercisability of such
Stock Option at the date of death is the passage of a specified period of time.
At the discretion of the Committee, upon exercise of such Options the Optionee
may receive Shares or cash or a combination thereof. If cash shall be paid in
lieu of Shares, such cash shall be equal to the difference between the Fair
Market Value of such Shares and the exercise price of such Options on the
exercise date.
(d) Stock Options Deemed Exercisable. For purposes of this
Section, any Stock Option held by any Optionee shall be considered exercisable
at the date of termination of employment if any such Stock Option would have
been exercisable at such date of termination of employment without regard to the
Disability or death of the Participant.
(e) Termination of Stock Options. Except as may be specified
by the Committee at the time of grant of an Option, to the extent that any Stock
Option granted under the Plan to any Optionee whose employment with the Company
terminates shall not have been exercised within the applicable period set forth
in this Section, any such Stock Option, and all rights to purchase or receive
Shares of Common Stock pursuant thereto, as the case may be, shall terminate on
the last day of the applicable period.
10. Recapitalization, Merger, Consolidation, Change in Control and
Other Transactions.
(a) Adjustment. Subject to any required action by the
stockholders of the Company, within the sole discretion of the Committee, the
aggregate number of Shares of Common Stock for which Options may be granted
hereunder, the number of Shares of Common Stock covered by each outstanding
Option, and the exercise price per Share of Common Stock of each such Option,
shall all be proportionately adjusted for any increase or decrease in the number
of issued and outstanding Shares of Common Stock resulting from a subdivision or
consolidation of Shares (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of shares, or
otherwise) or the payment of a stock dividend (but only on the Common Stock) or
any other increase or decrease in the number of such Shares of Common Stock
effected without the receipt or payment of consideration by the Company (other
than Shares held by dissenting stockholders).
(b) Change in Control. All outstanding Awards shall become
immediately exercisable in the event of a Change in Control of the Company, as
determined by the Committee. In the event of such a Change in Control, the
Committee and the Board of Directors will take one or more of the following
actions to be effective as of the date of such Change in Control:
(i) provide that such Options shall be assumed, or equivalent
options shall be substituted, ("Substitute Options") by the acquiring or
succeeding corporation (or an affiliate thereof), provided that: the shares of
stock issuable upon the exercise of such Substitute Options shall constitute
securities registered in accordance with the Securities Act of 1933, as amended,
("1933 Act") or such securities shall be exempt from such registration in
accordance with Sections 3(a)(2) or 3(a)(5) of the 1933 Act, (collectively,
"Registered Securities"), or in the alternative, if the securities issuable upon
the exercise of such Substitute Options shall not constitute Registered
Securities, then the Optionee will receive upon
6
<PAGE>
consummation of the Change in Control transaction a cash payment for each Option
surrendered equal to the difference between (1) the Fair Market Value of the
consideration to be received for each share of Common Stock in the Change in
Control transaction times the number of shares of Common Stock subject to such
surrendered Options, and (2) the aggregate exercise price of all such
surrendered Options, or
(ii) in the event of a transaction under the terms of which
the holders of the Common Stock of the Company will receive upon consummation
thereof a cash payment (the "Merger Price") for each share of Common Stock
exchanged in the Change in Control transaction, to make or to provide for a cash
payment to the Optionees equal to the difference between (A) the Merger Price
times the number of shares of Common Stock subject to such Options held by each
Optionee (to the extent then exercisable at prices not in excess of the Merger
Price) and (B) the aggregate exercise price of all such surrendered Options in
exchange for such surrendered Options.
(c) Extraordinary Corporate Action. Notwithstanding any
provisions of the Plan to the contrary, subject to any required action by the
stockholders of the Company, in the event of any Change in Control,
recapitalization, merger, consolidation, exchange of Shares, spin-off,
reorganization, tender offer, partial or complete liquidation or other
extraordinary corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:
(i) appropriately adjust the number of Shares of
Common Stock subject to each Option, the Option exercise price per Share of
Common Stock, and the consideration to be given or received by the Company upon
the exercise of any outstanding Option;
(ii) cancel any or all previously granted Options,
provided that appropriate consideration is paid to the Optionee in connection
therewith; and/or
(iii) make such other adjustments in connection
with the Plan as the Committee, in its sole discretion, deems necessary,
desirable, appropriate or advisable.
(d) Acceleration. The Committee shall at all times have the
power to accelerate the exercise date of Options previously granted under the
Plan.
Except as expressly provided in Sections 10(a) and 10(b) hereof, no
Optionee shall have any rights by reason of the occurrence of any of the events
described in this Section 10.
11. Time of Granting Options. The date of grant of an Option under the
Plan shall, for all purposes, be the date on which the Committee makes the
determination of granting such Option. Notice of the grant of an Option shall be
given to each individual to whom an Option is so granted within a reasonable
time after the date of such grant in a form determined by the Committee.
12. Modification of Options. At any time and from time to time, the
Board may authorize the Committee to direct the execution of an instrument
providing for the modification of any outstanding Option, provided no such
modification, extension or renewal shall confer on the holder of said Option any
right or benefit which could not be conferred on the Optionee by the grant of a
new Option at such time, or shall not materially decrease the Optionee's
benefits under the Option without the consent of the holder of the Option,
except as otherwise permitted under Section 13 hereof.
7
<PAGE>
13. Amendment and Termination of the Plan.
(a) Action by the Board. The Board may alter, suspend or
discontinue the Plan at any time within its sole discretion.
(b) Change in Applicable Law. Notwithstanding any other
provision contained in the Plan, in the event of a change in any federal or
state law, rule or regulation which would make the exercise of all or part of
any previously granted Option unlawful or subject the Company to any penalty,
the Committee may restrict any such exercise without the consent of the Optionee
or other holder thereof in order to comply with any such law, rule or regulation
or to avoid any such penalty.
14. Conditions Upon Issuance of Shares; Limitations on Option Exercise;
Cancellation of Option Rights.
(a) Shares shall not be issued with respect to any Option granted under
the Plan unless the issuance and delivery of such Shares shall comply with all
relevant provisions of applicable law, including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, any applicable state securities laws and the requirements of any
stock exchange upon which the Shares may then be listed.
(b) The inability of the Company to obtain any necessary
authorizations, approvals or letters of non-objection from any regulatory body
or authority deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares issuable hereunder shall relieve the Company of
any liability with respect to the non-issuance or sale of such Shares.
(c) 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.
(d) Notwithstanding anything herein to the contrary, upon the
termination of employment or service of an Optionee by the Company or its
Subsidiaries for "cause" as defined at 12 C.F.R. 563.39(b)(1) as determined by
the Board of Directors, all Options held by such Participant shall cease to be
exercisable as of the date of such termination of employment or service.
(e) Upon the exercise of an Option by an Optionee (or the Optionee's
personal representative), the Committee, in its sole and absolute discretion,
may make a cash payment to the Optionee, in whole or in part, in lieu of the
delivery of shares of Common Stock. Such cash payment to be paid in lieu of
delivery of Common Stock shall be equal to the difference between the Fair
Market Value of the Common Stock on the date of the Option exercise and the
exercise price per share of the Option. Such cash payment shall be in exchange
for the cancellation of such Option. Such cash payment shall not be made in the
event that such transaction would result in liability to the Optionee or the
Company under Section 16(b) of the Securities Exchange Act of 1934, as amended,
and regulations promulgated thereunder.
15. Reservation of Shares. During the term of the Plan, the Company
will reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
8
<PAGE>
16. Unsecured Obligation. No Participant under the Plan shall have any
interest in any fund or special asset of the Company by reason of the Plan or
the grant of any Option under the Plan. No trust fund shall be created in
connection with the Plan or any grant of any Option hereunder and there shall be
no required funding of amounts which may become payable to any Participant.
17. Withholding Tax. The Company shall have the right to deduct from
all amounts paid in cash with respect to the cashless exercise of Options under
the Plan any taxes required by law to be withheld with respect to such cash
payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option, the Company shall have the right to
require the Participant or such other person to pay the Company the amount of
any taxes which the Company is required to withhold with respect to such Shares,
or, in lieu thereof, to retain, or to sell without notice, a number of such
Shares sufficient to cover the amount required to be withheld.
18. No Employment Rights. No Director, Employee or other person shall
have a right to be selected as a Participant under the Plan. Neither the Plan
nor any action taken by the Committee in administration of the Plan shall be
construed as giving any person any rights of employment or retention as an
Employee, Director or in any other capacity with the Company, the Savings Bank
or other Subsidiaries.
19. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Louisiana, except to the extent that
federal law shall be deemed to apply.
9
EXHIBIT 4.2
Teche Holding Company
1998 Stock Option Plan
<PAGE>
TECHE HOLDING COMPANY
1998 STOCK OPTION PLAN
1. Purpose of the Plan. The Plan shall be known as the Teche Holding
Company ("Company") 1998 Stock Option Plan (the "Plan"). The purpose of the Plan
is to attract and retain qualified personnel for positions of substantial
responsibility and to provide additional incentive to officers, directors, key
employees and other persons providing services to the Company, or any present or
future parent or subsidiary of the Company to promote the success of the
business. The Plan is intended to provide for the grant Stock Options that do
not qualify under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").
2. Definitions. The following words and phrases when used in this Plan
with an initial capital letter, unless the context clearly indicates otherwise,
shall have the meaning as set forth below. Wherever appropriate, the masculine
pronoun shall include the feminine pronoun and the singular shall include the
plural.
(a) "Award" means the grant by the Committee of a Stock Option
as provided in the Plan.
(b) "Board" shall mean the Board of Directors of the Company,
or any successor or parent corporation thereto.
(c) "Change in Control" shall mean: (i) the sale of all, or a
material portion, of the assets of the Company; (ii) the merger or
recapitalization of the Company whereby the Company is not the surviving entity;
(iii) a change in control of the Company, as otherwise defined or determined by
the Office of Thrift Supervision or regulations promulgated by it; or (iv) the
acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of that term as it is used in Section 13(d) of the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five
percent (25%) or more of the outstanding voting securities of the Company by any
person, trust, entity or group. This limitation shall not apply to the purchase
of shares by underwriters in connection with a public offering of Company stock,
or the purchase of shares of up to 25% of any class of securities of the Company
by a tax-qualified employee stock benefit plan which is exempt from the approval
requirements, set forth under 12 C.F.R. ss.574.3(c)(1)(vi) as now in effect or
as may hereafter be amended. The term "person" refers to an individual or a
corporation, partnership, trust, association, joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The decision of the Committee as to whether a Change
in Control has occurred shall be conclusive and binding.
(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended, and regulations promulgated thereunder.
(e) "Committee" shall mean the Board or the Stock Option
Committee appointed by the Board in accordance with Section 5(a) of the Plan.
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(f) "Common Stock" shall mean the common stock of the Company,
or any successor or parent corporation thereto.
(g) "Continuous Employment" or "Continuous Status as an
Employee" shall mean the absence of any interruption or termination of
employment with the Company or any present or future Parent or Subsidiary of the
Company. Employment shall not be considered interrupted in the case of sick
leave, military leave or any other leave of absence approved by the Company or
in the case of transfers between payroll locations, of the Company or between
the Company, its Parent, its Subsidiaries or a successor.
(h) "Company" shall mean the Teche Holding Company, the parent
corporation of the Savings Bank, or any successor or Parent thereof.
(i) "Director" shall mean a member of the Board of the
Company, or any successor or parent corporation thereto.
(j) "Director Emeritus" shall mean a person serving as a
director emeritus, advisory director, consulting director, or other similar
position as may be appointed by the Board of Directors of the Savings Bank or
the Company from time to time.
(k) "Disability" means any physical or mental impairment which
renders the Participant incapable of continuing in the employment or service of
the Savings Bank or the Parent in his then current capacity as determined by the
Committee.
(l) "Effective Date" shall mean the date of Board adoption of
the Plan.
(m) "Employee" shall mean any person employed by the Company
or any present or future Parent or Subsidiary of the Company.
(n) "Fair Market Value" shall mean: (i) if the Common Stock is
traded otherwise than on a national securities exchange, then the Fair Market
Value per Share shall be equal to the mean between the last bid and ask price of
such Common Stock on such date or, if there is no bid and ask price on said
date, then on the immediately prior business day on which there was a bid and
ask price. If no such bid and ask price is available, then the Fair Market Value
shall be determined by the Committee in good faith; or (ii) if the Common Stock
is listed on a national securities exchange, then the Fair Market Value per
Share shall be not less than the average of the highest and lowest selling price
of such Common Stock on such exchange on such date, or if there were no sales on
said date, then the Fair Market Value shall be not less than the mean between
the last bid and ask price on such date.
(o) "Stock Option" or "Option" shall mean an option to
purchase Shares granted pursuant to the Plan which option is not intended to
qualify under Section 422 of the Code providing the holder of such Option with
the right to purchase Common Stock.
(p) "Optioned Stock" shall mean stock subject to an Option
granted pursuant to the Plan.
(q) "Optionee" shall mean any person who receives an Option or
Award pursuant to the Plan.
2
<PAGE>
(r) "Parent" shall mean any present or future corporation
which would be a "parent corporation" as defined in Sections 424(e) and (g) of
the Code.
(s) "Participant" means any director, officer or key employee
of the Company or any Parent or Subsidiary of the Company or any other person
providing a service to the Company who is selected by the Committee to receive
an Award, or who by the express terms of the Plan is granted an Award.
(t) "Plan" shall mean the Teche Holding Company 1998 Stock
Option Plan.
(u) "Savings Bank" shall mean Teche Federal Savings Bank, or
any successor corporation thereto.
(v) "Share" shall mean one share of the Common Stock.
(w) "Subsidiary" shall mean any present or future corporation
which constitutes a "subsidiary corporation" as defined in Sections 424(f) and
(g) of the Code.
3. Shares Subject to the Plan. Except as otherwise required by the
provisions of Section 10 hereof, the aggregate number of Shares with respect to
which Awards may be made pursuant to the Plan shall not exceed *34,000 Shares.
Such Shares may either be from authorized but unissued shares or shares
purchased in the market for Plan purposes.
If an Award shall expire, become unexercisable, or be forfeited for any
reason prior to its exercise, new Awards may be granted under the Plan with
respect to the number of Shares as to which such expiration has occurred.
4. Six Month Holding Period.
Subject to vesting requirements, if applicable, except in the
event of death or disability of the Optionee, a minimum of six months must
elapse between the date of the grant of an Option and the date of the sale of
the Common Stock received through the exercise of such Option.
5. Administration of the Plan.
(a) Composition of the Committee. The Plan shall be
administered by the Board of Directors of the Company or a Committee which shall
consist of not less than two Directors of the Company appointed by the Board and
serving at the pleasure of the Board. All persons designated as members of the
Committee shall meet the requirements of a "Non-Employee Director" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, as
found at 17 CFR ss.240.16b-3.
(b) Powers of the Committee. The Committee is authorized (but
only to the extent not contrary to the express provisions of the Plan or to
resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, to determine the form
- --------
* Not to exceed 1% of shares outstanding as of date of Board adoption.
3
<PAGE>
and content of Awards to be issued under the Plan and to make other
determinations necessary or advisable for the administration of the Plan, and
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 shall be deemed the action of the
Committee. In no event may the Committee revoke outstanding Awards without the
consent of the Participant.
The President of the Company and such other officers as shall
be designated by the Committee are hereby authorized to execute written
agreements evidencing Awards on behalf of the Company and to cause them to be
delivered to the Participants. Such agreements shall set forth the Option
exercise price, the number of shares of Common Stock subject to such Option, the
expiration date of such Options, and such other terms and restrictions
applicable to such Award as are determined in accordance with the Plan or the
actions of the Committee.
(c) Effect of Committee's Decision. All decisions,
determinations and interpretations of the Committee shall be final and
conclusive on all persons affected thereby.
6. Eligibility for Awards. The Committee shall from time to time
determine the officers, Directors, key employees and other persons who shall be
granted Awards under the Plan, the number of Awards to be granted to each such
Participant. In selecting Participants and in determining the number of Shares
of Common Stock to be granted to each such Participant, the Committee may
consider the nature of the prior and anticipated future services rendered by
each such Participant, each such Participant's current and potential
contribution to the Company and such other factors as the Committee may, in its
sole discretion, deem relevant. Participants who have been granted an Award may,
if otherwise eligible, be granted additional Awards.
7. Term of the Plan. The Plan shall continue in effect for a term of
ten (10) years from the Effective Date, unless sooner terminated pursuant to
Section 13 hereof. No Option shall be granted under the Plan after ten (10)
years from the Effective Date.
8. Terms and Conditions of Stock Options. Stock Options may be granted
by the Committee from time to time in its sole discretion and in accordance with
the Plan. Stock Options granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee shall from time to time approve. Each
Stock Option granted pursuant to the Plan shall comply with, and be subject to,
the following terms and conditions:
(a) Option Price. The price per Share at which each Stock
Option granted by the Committee under the Plan may be exercised shall not, as to
any particular Stock Option, be less than the Fair Market Value of the Common
Stock on the date that such Stock Option is granted.
(b) Payment. Full payment for each Share of Common Stock
purchased upon the exercise of any Stock Option granted under the Plan shall be
made at the time of exercise of each such Stock Option and shall be paid in cash
(in United States Dollars), Common Stock or a combination of cash and Common
Stock. Common Stock utilized in full or partial payment of the exercise price
shall be valued at the Fair Market Value at the date of exercise. The Company
shall accept full or partial payment in Common Stock only to the extent
permitted by applicable law. No Shares of Common Stock shall be issued until
full payment has been received by the Company, and no Optionee shall have any of
the rights of a stockholder of the Company until Shares of Common Stock are
issued to the Optionee.
4
<PAGE>
(c) Term of Stock Option. The term of exercisability of each
Stock Option granted pursuant to the Plan shall be not more than ten (10) years
from the date each such Stock Option is granted.
(d) Exercise Generally. Except as otherwise by the action of
the Committee, hereof, no Stock Option may be exercised unless the Optionee
shall have been in the employ of the Company at all times during the period
beginning with the date of grant of any such Stock Option and ending on the date
three (3) months prior to the date of exercise of any such Stock Option. The
Committee may impose additional conditions upon the right of an Optionee to
exercise any Stock Option granted hereunder which are not inconsistent with the
terms of the Plan.
(e) Cashless Exercise. Subject to vesting requirements, if
applicable, an Optionee who has held a Stock Option for at least six months may
engage in the "cashless exercise" of the Option. Upon a cashless exercise, an
Optionee shall give the Company written notice of the exercise of the Option
together with an order to a registered broker-dealer or equivalent third party,
to sell part or all of the Optioned Stock and to deliver enough of the proceeds
to the Company to pay the Option exercise price and any applicable withholding
taxes. If the Optionee does not sell the Optioned Stock through a registered
broker-dealer or equivalent third party, the Optionee can give the Company
written notice of the exercise of the Option and the third party purchaser of
the Optioned Stock shall pay the Option exercise price plus any applicable
withholding taxes to the Company.
(f) Transferability. A Stock Option granted pursuant to the
Plan shall be exercised during an Optionee's lifetime only by the Optionee to
whom it was granted and shall not be assignable or transferable otherwise than
by will or by the laws of descent and distribution.
9. Effect of Termination of Employment, Disability or Death on Stock
Options.
(a) Termination of Employment. In the event that any
Optionee's employment with the Company shall terminate for any reason, other
than Disability or death, all of any such Optionee's Stock Options, and all of
any such Optionee's rights to purchase or receive Shares of Common Stock
pursuant thereto, shall automatically terminate on (A) the earlier of (i) or
(ii): (i) the respective expiration dates of any such Stock Options, or (ii) the
expiration of not more than three (3) months after the date of such termination
of employment; or (B) at such later date as is determined by the Committee at
the time of the grant of such Award based upon the Optionee's continuing status
as a Director or Director Emeritus of the Savings Bank or the Company, but only
if, and to the extent that, the Optionee was entitled to exercise any such Stock
Options at the date of such termination of employment. In the event that a
Subsidiary ceases to be a Subsidiary of the Company, the employment of all of
its employees who are not immediately thereafter employees of the Company shall
be deemed to terminate upon the date such Subsidiary so ceases to be a
Subsidiary of the Company.
(b) Disability. In the event that any Optionee's employment
with the Company shall terminate as the result of the Disability of such
Optionee, such Optionee may exercise any Stock Options granted to the Optionee
pursuant to the Plan at any time prior to the earlier of (i) the respective
expiration dates of any such Stock Options or (ii) the date which is one (1)
year after the date of such termination of employment, but only if, and to the
extent that, the Optionee was entitled to exercise any such Stock Options at the
date of such termination of employment.
(c) Death. In the event of the death of an Optionee, any Stock
Options granted to such Optionee may be exercised by the person or persons to
whom the Optionee's rights under any such
5
<PAGE>
Stock Options pass by will or by the laws of descent and distribution (including
the Optionee's estate during the period of administration) at any time prior to
the earlier of (i) the respective expiration dates of any such Stock Options or
(ii) the date which is two (2) years after the date of death of such Optionee
but only if, and to the extent that, the Optionee was entitled to exercise any
such Stock Options at the date of death. For purposes of this Section, any Stock
Option held by an Optionee shall be considered exercisable at the date of his
death if the only unsatisfied condition precedent to the exercisability of such
Stock Option at the date of death is the passage of a specified period of time.
At the discretion of the Committee, upon exercise of such Options the Optionee
may receive Shares or cash or a combination thereof. If cash shall be paid in
lieu of Shares, such cash shall be equal to the difference between the Fair
Market Value of such Shares and the exercise price of such Options on the
exercise date.
(d) Stock Options Deemed Exercisable. For purposes of this
Section, any Stock Option held by any Optionee shall be considered exercisable
at the date of termination of employment if any such Stock Option would have
been exercisable at such date of termination of employment without regard to the
Disability or death of the Participant.
(e) Termination of Stock Options. Except as may be specified
by the Committee at the time of grant of an Option, to the extent that any Stock
Option granted under the Plan to any Optionee whose employment with the Company
terminates shall not have been exercised within the applicable period set forth
in this Section, any such Stock Option, and all rights to purchase or receive
Shares of Common Stock pursuant thereto, as the case may be, shall terminate on
the last day of the applicable period.
10. Recapitalization, Merger, Consolidation, Change in Control and
Other Transactions.
(a) Adjustment. Subject to any required action by the
stockholders of the Company, within the sole discretion of the Committee, the
aggregate number of Shares of Common Stock for which Options may be granted
hereunder, the number of Shares of Common Stock covered by each outstanding
Option, and the exercise price per Share of Common Stock of each such Option,
shall all be proportionately adjusted for any increase or decrease in the number
of issued and outstanding Shares of Common Stock resulting from a subdivision or
consolidation of Shares (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of shares, or
otherwise) or the payment of a stock dividend (but only on the Common Stock) or
any other increase or decrease in the number of such Shares of Common Stock
effected without the receipt or payment of consideration by the Company (other
than Shares held by dissenting stockholders).
(b) Change in Control. All outstanding Awards shall become
immediately exercisable in the event of a Change in Control of the Company, as
determined by the Committee. In the event of such a Change in Control, the
Committee and the Board of Directors will take one or more of the following
actions to be effective as of the date of such Change in Control:
(i) provide that such Options shall be assumed, or equivalent
options shall be substituted, ("Substitute Options") by the acquiring or
succeeding corporation (or an affiliate thereof), provided that: the shares of
stock issuable upon the exercise of such Substitute Options shall constitute
securities registered in accordance with the Securities Act of 1933, as amended,
("1933 Act") or such securities shall be exempt from such registration in
accordance with Sections 3(a)(2) or 3(a)(5) of the 1933 Act, (collectively,
"Registered Securities"), or in the alternative, if the securities issuable upon
the exercise of such Substitute Options shall not constitute Registered
Securities, then the Optionee will receive upon
6
<PAGE>
consummation of the Change in Control transaction a cash payment for each Option
surrendered equal to the difference between (1) the Fair Market Value of the
consideration to be received for each share of Common Stock in the Change in
Control transaction times the number of shares of Common Stock subject to such
surrendered Options, and (2) the aggregate exercise price of all such
surrendered Options, or
(ii) in the event of a transaction under the terms of which
the holders of the Common Stock of the Company will receive upon consummation
thereof a cash payment (the "Merger Price") for each share of Common Stock
exchanged in the Change in Control transaction, to make or to provide for a cash
payment to the Optionees equal to the difference between (A) the Merger Price
times the number of shares of Common Stock subject to such Options held by each
Optionee (to the extent then exercisable at prices not in excess of the Merger
Price) and (B) the aggregate exercise price of all such surrendered Options in
exchange for such surrendered Options.
(c) Extraordinary Corporate Action. Notwithstanding any
provisions of the Plan to the contrary, subject to any required action by the
stockholders of the Company, in the event of any Change in Control,
recapitalization, merger, consolidation, exchange of Shares, spin-off,
reorganization, tender offer, partial or complete liquidation or other
extraordinary corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:
(i) appropriately adjust the number of Shares of
Common Stock subject to each Option, the Option exercise price per Share of
Common Stock, and the consideration to be given or received by the Company upon
the exercise of any outstanding Option;
(ii) cancel any or all previously granted Options,
provided that appropriate consideration is paid to the Optionee in connection
therewith; and/or
(iii) make such other adjustments in connection
with the Plan as the Committee, in its sole discretion, deems necessary,
desirable, appropriate or advisable.
(d) Acceleration. The Committee shall at all times have the
power to accelerate the exercise date of Options previously granted under the
Plan.
Except as expressly provided in Sections 10(a) and 10(b) hereof, no
Optionee shall have any rights by reason of the occurrence of any of the events
described in this Section 10.
11. Time of Granting Options. The date of grant of an Option under the
Plan shall, for all purposes, be the date on which the Committee makes the
determination of granting such Option. Notice of the grant of an Option shall be
given to each individual to whom an Option is so granted within a reasonable
time after the date of such grant in a form determined by the Committee.
12. Modification of Options. At any time and from time to time, the
Board may authorize the Committee to direct the execution of an instrument
providing for the modification of any outstanding Option, provided no such
modification, extension or renewal shall confer on the holder of said Option any
right or benefit which could not be conferred on the Optionee by the grant of a
new Option at such time, or shall not materially decrease the Optionee's
benefits under the Option without the consent of the holder of the Option,
except as otherwise permitted under Section 13 hereof.
7
<PAGE>
13. Amendment and Termination of the Plan.
(a) Action by the Board. The Board may alter, suspend or
discontinue the Plan at any time within its sole discretion.
(b) Change in Applicable Law. Notwithstanding any other
provision contained in the Plan, in the event of a change in any federal or
state law, rule or regulation which would make the exercise of all or part of
any previously granted Option unlawful or subject the Company to any penalty,
the Committee may restrict any such exercise without the consent of the Optionee
or other holder thereof in order to comply with any such law, rule or regulation
or to avoid any such penalty.
14. Conditions Upon Issuance of Shares; Limitations on Option Exercise;
Cancellation of Option Rights.
(a) Shares shall not be issued with respect to any Option granted under
the Plan unless the issuance and delivery of such Shares shall comply with all
relevant provisions of applicable law, including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, any applicable state securities laws and the requirements of any
stock exchange upon which the Shares may then be listed.
(b) The inability of the Company to obtain any necessary
authorizations, approvals or letters of non-objection from any regulatory body
or authority deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares issuable hereunder shall relieve the Company of
any liability with respect to the non-issuance or sale of such Shares.
(c) 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.
(d) Notwithstanding anything herein to the contrary, upon the
termination of employment or service of an Optionee by the Company or its
Subsidiaries for "cause" as defined at 12 C.F.R. 563.39(b)(1) as determined by
the Board of Directors, all Options held by such Participant shall cease to be
exercisable as of the date of such termination of employment or service.
(e) Upon the exercise of an Option by an Optionee (or the Optionee's
personal representative), the Committee, in its sole and absolute discretion,
may make a cash payment to the Optionee, in whole or in part, in lieu of the
delivery of shares of Common Stock. Such cash payment to be paid in lieu of
delivery of Common Stock shall be equal to the difference between the Fair
Market Value of the Common Stock on the date of the Option exercise and the
exercise price per share of the Option. Such cash payment shall be in exchange
for the cancellation of such Option. Such cash payment shall not be made in the
event that such transaction would result in liability to the Optionee or the
Company under Section 16(b) of the Securities Exchange Act of 1934, as amended,
and regulations promulgated thereunder.
15. Reservation of Shares. During the term of the Plan, the Company
will reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
8
<PAGE>
16. Unsecured Obligation. No Participant under the Plan shall have any
interest in any fund or special asset of the Company by reason of the Plan or
the grant of any Option under the Plan. No trust fund shall be created in
connection with the Plan or any grant of any Option hereunder and there shall be
no required funding of amounts which may become payable to any Participant.
17. Withholding Tax. The Company shall have the right to deduct from
all amounts paid in cash with respect to the cashless exercise of Options under
the Plan any taxes required by law to be withheld with respect to such cash
payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option, the Company shall have the right to
require the Participant or such other person to pay the Company the amount of
any taxes which the Company is required to withhold with respect to such Shares,
or, in lieu thereof, to retain, or to sell without notice, a number of such
Shares sufficient to cover the amount required to be withheld.
18. No Employment Rights. No Director, Employee or other person shall
have a right to be selected as a Participant under the Plan. Neither the Plan
nor any action taken by the Committee in administration of the Plan shall be
construed as giving any person any rights of employment or retention as an
Employee, Director or in any other capacity with the Company, the Savings Bank
or other Subsidiaries.
19. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Louisiana, except to the extent that
federal law shall be deemed to apply.
9
EXHIBIT 4.3
Form of Stock Option Agreements
<PAGE>
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
TECHE HOLDING COMPANY
1997 STOCK OPTION PLAN
------------
FOR OFFICERS AND EMPLOYEES
STOCK OPTIONS for a total of _______ shares of Common Stock, par value
$.01 per share, of Teche Holding Company (the "Company"), which Option is not
intended to qualify as an Incentive Stock Option under Section 422 of the
Internal Revenue Code of 1986, as amended, is hereby granted to ________________
(the "Optionee") at the price determined as provided in, and in all respects
subject to the terms, definitions and provisions of the 1997 Stock Option Plan
(the "Plan") adopted by the Company which is incorporated by reference herein,
receipt of which is hereby acknowledged.
1. Option Price. The Option price is $_______ for each Share, being
100% of the fair market value, as determined by the Committee, of the Common
Stock on the date of grant of this Option.
2. Exercises of Option. This Option shall be exercisable in accordance
with provisions of the Plan, provided the holder of such Option is an employee
of the Company or Teche Federal Savings Bank as of such date, as follows:
(a) Schedule of Rights to Exercise.
Date Percentage of Total Shares
------ Awarded Which Are
Non-forfeitable
---------------
Upon grant................................. 0%
As of ____________, 1998................... 25%
As of ____________, 1999................... 50%
As of ____________, 2000................... 75%
As of ____________, 2001................... 100%
Notwithstanding any provisions in this Section 2, in no event shall
this Option be exercisable prior to six months following the date of grant.
Options shall be 100% vested and exercisable upon the death or disability of the
Optionee, or upon a Change in Control of the Company.
<PAGE>
(b) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(i) State the election to exercise the Option, the
number of Shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates for such
Shares of Common Stock is to be registered, his address and Social
Security Number (or if more than one, the names, addresses and Social
Security Numbers of such persons);
(ii) 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;
(iii) Be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised by any person
or persons other than the Optionee, be accompanied by proof,
satisfactory to counsel for the Company, of the right of such person or
persons to exercise the Option; and
(iv) Be in writing and delivered in person or by
certified mail to the Treasurer of the Company.
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check. The certificate or certificates for shares of Common Stock as to which
the Option shall be exercised shall be registered in the name of the person or
persons exercising the Option.
(c) Restrictions on Exercise. This Option may not be exercised
if the issuance of the Shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or valid regulation. As
a condition to the 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. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
2
<PAGE>
4. Term of Option. This Option may not be exercised more than ten (10)
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
5. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
Teche Holding Company
Date of Grant: By:
---------------------- -----------------------
Attest:
- -------------------------------
[SEAL]
3
<PAGE>
STOCK OPTION AGREEMENT
----------------------
FOR NON-INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
TECHE HOLDING COMPANY
1998 STOCK OPTION PLAN
------------
FOR OFFICERS AND EMPLOYEES
STOCK OPTIONS for a total of ________ shares of Common Stock, par value
$.01 per share, of Teche Holding Company (the "Company"), which Option is not
intended to qualify as an Incentive Stock Option under Section 422 of the
Internal Revenue Code of 1986, as amended, is hereby granted to ________________
(the "Optionee") at the price determined as provided in, and in all respects
subject to the terms, definitions and provisions of the 1998 Stock Option Plan
(the "Plan") adopted by the Company which is incorporated by reference herein,
receipt of which is hereby acknowledged.
1. Option Price. The Option price is $_______ for each Share, being
100% of the fair market value, as determined by the Committee, of the Common
Stock on the date of grant of this Option.
2. Exercises of Option. This Option shall be exercisable in accordance
with provisions of the Plan, provided the holder of such Option is an employee
of the Company or Teche Federal Savings Bank as of such date, as follows:
(a) Schedule of Rights to Exercise.
Date Percentage of Total Shares
------ Awarded Which Are
Non-forfeitable
---------------
Upon grant.............................. 0%
As of ____________, 1998................ 25%
As of ____________, 1999................ 50%
As of ____________, 2000................ 75%
As of ____________, 2001................ 100%
Notwithstanding any provisions in this Section 2, in no event shall
this Option be exercisable prior to six months following the date of grant.
Options shall be 100% vested and exercisable upon the death or disability of the
Optionee, or upon a Change in Control of the Company.
<PAGE>
(b) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(i) State the election to exercise the Option, the
number of Shares with respect to which it is being exercised, the
person in whose name the stock certificate or certificates for such
Shares of Common Stock is to be registered, his address and Social
Security Number (or if more than one, the names, addresses and Social
Security Numbers of such persons);
(ii) 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;
(iii) Be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised by any person
or persons other than the Optionee, be accompanied by proof,
satisfactory to counsel for the Company, of the right of such person or
persons to exercise the Option; and
(iv) Be in writing and delivered in person or by
certified mail to the Treasurer of the Company.
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check. The certificate or certificates for shares of Common Stock as to which
the Option shall be exercised shall be registered in the name of the person or
persons exercising the Option.
(c) Restrictions on Exercise. This Option may not be exercised
if the issuance of the Shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or valid regulation. As
a condition to the 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. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
2
<PAGE>
4. Term of Option. This Option may not be exercised more than ten (10)
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
5. Related Matters. Notwithstanding anything herein to the contrary,
additional conditions or restrictions related to such Options may be contained
in the Plan or the resolutions of the Plan Committee authorizing such grant of
Options.
Teche Holding Company
Date of Grant: By:
----------------------- ------------------------
Attest:
- ---------------------------
[SEAL]
3
<PAGE>
EXHIBIT 5.1
Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to
the validity of the Common Stock being registered
<PAGE>
MALIZIA, SPIDI, SLOANE & FISCH, P.C.
ATTORNEYS AT LAW
1301 K STREET, N.W.
SUITE 700 EAST
WASHINGTON, D.C. 20005
(202) 434-4660
FACSIMILE: (202) 434-4661
June 3, 1998
Board of Directors
Teche Holding Company
211 Willow Street
Franklin, Louisiana 70538
RE: Registration Statement on Form S-8:
Teche Holding Company 1997 Stock Option Plan
Teche Holding Company 1998 Stock Option Plan
Dear Board Members:
We have acted as special counsel to Teche Holding Company, a State of
Louisiana corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to 68,000 shares of common stock, par value $.01 per share
(the "Common Stock") of the Company which may be issued upon the exercise of
options granted or which may be granted under the Teche Holding Company 1997
Stock Option Plan and the Teche Holding Company 1998 Stock Option Plan
(collectively the "Plans"), as more fully described in the Registration
Statement. You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering.
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to the exercise of options
granted under and in accordance with the terms of the Plans will be duly and
validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included under the caption
"Legal Opinion" in the Prospectus which is a part of the Registration Statement.
Sincerely,
/s/Malizia, Spidi, Sloane & Fisch, P.C.
Malizia, Spidi, Sloane & Fisch, P.C.
Washington, D.C.
EXHIBIT 23.1
Consent of Malizia, Spidi, Sloane & Fisch, P.C.
(appears in their opinion filed as 5.1)
EXHIBIT 23.2
Consent of Independent Accountants
<PAGE>
INDEPENDENT ACCOUNTANTS' CONSENT
Board of Directors
Teche Holding Company
211 Willow Street
Franklin, Louisiana 70538
We consent to incorporation by reference in this Registration Statement
on Form S-8 related to the Teche Holding Company 1997 Stock Option Plan and the
Teche Holding Company 1998 Stock Option Plan of our report on the consolidated
financial statements of Teche Holding Company, included in the Form 10-K of
Teche Holding Company for the fiscal year ended September 30, 1997.
Deloitte & Touche
New Orleans, Louisiana
May 29, 1998
