As filed with the Securities and Exchange Commission on January 28, 2000.
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
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
------------------------------------
(Address of principal executive offices)
Teche Holding Company Stock Option Agreement with Scott Sutton
Teche Federal Savings Bank Restricted Stock Agreement with Scott Sutton
-----------------------------------------------------------------------
(Full Title of the Plans)
Richard Fisch, Esq.
Evan M. Seigel, Esq.
Malizia Spidi & Fisch, PC
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
(202) 434-4660
------------------------------------
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================== =================== ====================== ======================= ========================
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Aggregate Offering Registration
be Registered Registered (1) Price Per Share Price (2) Fee (2)
- ------------- -------------- --------------- ------------------- ------------------------
<S> <C> <C> <C> <C>
Common Stock
$0.01 par value
per share 36,682 shares (2) $582,344 $153.74
======================== =================== ====================== ======================= ========================
</TABLE>
(1) The maximum number of shares of common stock issuable upon awards to be
granted under the Teche Holding Company Stock Option Agreement with
Scott Sutton consists of 30,682 shares and under the Teche Federal
Savings Bank Restricted Stock Agreement with Scott Sutton (the "RSA")
consists of 6,000 shares which are being registered under this
Registration Statement and for which a registration fee is being paid.
Additionally, an indeterminate number of additional shares which may be
offered and issued to prevent dilution resulting from stock splits,
dividends or similar transactions.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be
calculated, inter alia, based upon the price at which the stock options
may be exercised. An aggregate of 36,682 shares are being registered
hereby, of which 30,682 shares are under option at a weighted average
exercise price of $16.34 per share ($501,344 in the aggregate). The
remainder of such shares (6,000 shares) awarded under the RSA, are
being registered based upon the average of the high and low selling
prices of the Common Stock of the Registrant as reported on the
American Stock Exchange on January 24, 2000, of $13.50 per share
($81,000 in the aggregate), for a total offering of $582,344.
This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
- ------
Item 2. Registrant Information and Employee Plan Annual Information. *
- ------
*This Registration Statement relates to the registration of 36,682
shares of Teche Holding Company (the "Company" or "Registrant") common stock,
$.01 par value per share (the "Common Stock") issuable to Scott Sutton, an
employee of the subsidiary of the Registrant as compensation for services in
accordance with the Teche Holding Company Stock Option Agreement with Scott
Sutton, under which 30,682 shares are issuable and the Teche Federal Savings
Bank Restricted Stock Agreement with Scott Sutton, under which 6,000 shares are
issuable (together, the "Plans"). Documents containing the information required
by Part I of this Registration Statement will be sent or given to Scott Sutton
as specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424, in
reliance on Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- ------
The Company became subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") on February 9, 1995 and,
accordingly, files periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the Company filed
with the Commission may be inspected and copies may be obtained (at prescribed
rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The following documents filed by the Company are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999, as filed with the Commission;
(b) The description of the Company's securities as contained in the
Company's Registration Statement on Form 8-A, as filed with the Commission on
February 9, 1995.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
- ------
Not Applicable
2
<PAGE>
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 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;
3
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of
the 1933 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Franklin in the State of Louisiana, as of January 28,
2000.
Teche Holding Company
By: /s/ Patrick O. Little
-------------------------------------
Patrick O. Little
President and Chief Executive Officer
(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 as our true and lawful
attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said 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 indicated as of the date indicated.
<TABLE>
<CAPTION>
<S> <C>
/s/ Patrick O. Little /s/ J.L Chauvin
- ------------------------------------------------ --------------------------------------------
Patrick O. Little J.L. Chauvin
President, Chief Executive Officer, and Director Vice President and Treasurer
(Principal Executive Officer) (Principal Financial and Accounting Officer)
January 28, 2000 January 28, 2000
- ------------------------------------------------ --------------------------------------------
(Date) (Date)
/s/ W. Ross Little /s/ Robert Earl Mouton
- ------------------------------------------------ --------------------------------------------
W. Ross Little Robert Earl Mouton
Chairman of the Board Director
January 28, 2000 January 28, 2000
- ------------------------------------------------ --------------------------------------------
(Date) (Date)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
/s/ Mary Coon Biggs /s/ Christian L. Olivier, Jr.
- ------------------------------------------------ --------------------------------------------
Mary Coon Biggs Christian L. Olivier, Jr.
Director Director
January 28, 2000 January 28, 2000
- ------------------------------------------------ --------------------------------------------
(Date) (Date)
/s/ Virginia Kyle Hine /s/ W. Ross Little, Jr.
- ------------------------------------------------ --------------------------------------------
Virginia Kyle Hine W. Ross Little, Jr.
Director Director and Secretary
January 28, 2000 January 28, 2000
- ------------------------------------------------ --------------------------------------------
(Date) (Date)
/s/ Henry L. Friedman
- ------------------------------------------------ --------------------------------------------
Henry L. Friedman Thomas F. Kramer, M.D.
Director Director
January 28, 2000 , 2000
- ------------------------------------------------ --------------------------------------------
(Date) (Date)
/s/ Donelson T. Caffery, Jr.
- ------------------------------------------------
Donelson T. Caffery, Jr.
Director
January 28, 2000
- ------------------------------------------------
(Date)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
------- -----------
4.1 Teche Holding Company
Stock Option Agreement with Scott Sutton
4.2 Teche Federal Savings Bank Restricted Stock Agreement with
Scott Sutton
4.3 Form of Tax Notice under the Teche Holding Company Stock
Option Agreement with Scott Sutton
4.4 Form of Tax Notice under the Teche Federal Savings Bank
Restricted Stock Agreement with Scott Sutton
5.1 Opinion of Malizia Spidi & Fisch, PC as to the validity of the
Common Stock being registered
23.1 Consent of Malizia Spidi & Fisch, PC (appears in their opinion
filed as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney contained
therein
EXHIBIT 4.1
TECHE HOLDING COMPANY
STOCK OPTION AGREEMENT WITH SCOTT SUTTON
<PAGE>
TECHE HOLDING COMPANY
STOCK OPTION AGREEMENT
----------------------
This Agreement constitutes the award of STOCK OPTIONS for a total of
30,682 shares of Common Stock of Teche Holding Company ("Corporation"), to Scott
Sutton (the "Participant") on such terms and conditions as are set forth
hereinafter.
1. Definitions. As used herein, the following definitions shall
apply.
"Award" means the grant by the Board of the Corporation of a
Stock Option as detailed hereinafter.
"Bank" shall mean Teche Federal Savings Bank, or any
predecessor corporation thereto.
"Board" shall mean the Board of Directors of the Corporation,
or any successor or parent corporation thereto.
"Change in Control" shall mean: (i) the sale of all, or a
material portion, of the assets of the Corporation; (ii) the merger or
recapitalization of the Corporation whereby the Corporation is not the surviving
entity; (iii) a change in control of the Corporation, as otherwise defined or
determined by the Office of Thrift Supervision or regulations promulgated by it;
or (iv) the acquisition, directly or indirectly, of the beneficial ownership
(within the meaning of that term as it is used in Section 13(d) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder) of twenty-five percent (25%) or more of the outstanding voting
securities of the Corporation by any person, trust, entity or group. This
limitation shall not apply to the purchase of shares by underwriters in
connection with a public offering of Corporation stock, or the purchase of
shares of up to 25% of any class of securities of the Corporation by a
tax-qualified employee stock benefit plan which is exempt from the approval
requirements, set forth under 12 C.F.R. 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.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Committee" shall mean the Board or the Stock Option Committee
which may be appointed by the Board from time to time.
"Common Stock" shall mean common stock of the Corporation, or
any successor or parent corporation thereto.
A-1
<PAGE>
"Corporation" shall mean Teche Holding Company, the parent
corporation for the Bank, or any predecessor or Parent thereof.
"Date of Grant" shall mean August 23, 1999, or such later date
that shall be the Participant's date of hire with the Bank.
"Director" shall mean a member of the Board of the
Corporation, or any successor or parent corporation thereto.
"Director Emeritus" shall mean a person serving as a director
emeritus, advisory director, consulting director or other similar position as
may be appointed by the Board of Directors of the Bank or the Corporation from
time to time.
"Disability" means any physical or mental impairment which
renders the Participant incapable of continuing in the employment or service of
the Bank or the Parent in his then current capacity as determined by the
Committee.
"Employee" shall mean a person employed by the Corporation or
any present or future Parent or Subsidiary of the Corporation.
"Fair Market Value" shall mean: (i) if the Common Stock is
traded otherwise than on a national securities exchange, then the Fair Market
Value per Share shall be equal to the mean between the last bid and ask price of
such Common Stock on such date or, if there is no bid and ask price on said
date, then on the immediately prior business day on which there was a bid and
ask price. If no such bid and ask price is available, then the Fair Market Value
shall be determined by the Committee in good faith; or (ii) if the Common Stock
is listed on a national securities exchange, then the Fair Market Value per
Share shall be not less than the average of the highest and lowest selling price
of such Common Stock on such exchange on such date, or if there were no sales on
said date, then the Fair Market Value shall be not less than the mean between
the last bid and ask price on such date.
"Option" or "Stock Option" shall mean an option to purchase
Shares awarded herein which option is not intended to qualify under Section 422
of the Code.
"Optioned Stock" shall mean Common Stock subject to an Option
granted pursuant to the Agreement.
"Parent" shall mean any present or future corporation which
would be a "parent corporation" as defined in Subsections 424(e) and (g) of the
Code.
"Participant" means Scott Sutton, an Employee of the
Corporation.
"Share" shall mean one share of Common Stock.
"Subsidiary" shall mean any present or future corporation
which would be a "subsidiary corporation" as defined in Subsections 424(f) and
(g) of the Code.
A-2
<PAGE>
2. Option Price. The Option exercise price is $16.34 for each Share,
representing 100% of the Fair Market Value of the Common Stock on the Date of
Grant as determined by the Board of the Corporation.
3. Exerciseability of Options.
(a) Schedule of Rights to Exercise. This Option shall be
exercisable in accordance with the terms of the Agreement, provided the holder
of such Option is an Employee of the Corporation or the Bank as of such date, as
follows:
Date Percentage of Total Shares
---- Awarded Which Are
Non-forfeitable
---------------
Upon grant 0%
As of December 1, 1999............. 20%
As of December 1, 2000............. 40%
As of December 1, 2001............. 60%
As of December 1, 2002............. 80%
As of December 1, 2003............. 100%
Notwithstanding any provisions in this Section 3, Options shall be 100%
vested and exercisable upon the death or disability of the Optionee, or upon a
Change in Control.
(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 Participant's investment intent with respect to such shares of
Common Stock as may be satisfactory to the Corporation's counsel;
(iii) Be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised by any person
or persons other than the Participant, be accompanied by proof,
satisfactory to counsel for the Corporation, of the right of such
person or persons to exercise the Option; and
(iv) Be in writing and delivered in person or by
certified mail to the Treasurer of the Corporation.
A-3
<PAGE>
Payment of the purchase price of any Shares with respect to which the
Option is being exercised shall be by certified or bank cashier's or teller's
check. The certificate or certificates for shares of Common Stock as to which
the Option shall be exercised shall be registered in the name of the person or
persons exercising the Option.
(c) Restrictions on Exercise. This Option may not be exercised
if the issuance of the Shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or valid regulation. As
a condition to the Participant's exercise of this Option, the Corporation may
require the person exercising this Option to make any representation and
warranty to the Corporation as may be required by any applicable law or
regulation.
4. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Participant only by the Participant. The
terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Participant.
5. Six Month Holding Period. A total of six months must elapse between
the Date of Grant of an Option and the date of the sale of Common Stock received
through the exercise of an Option.
6. Recapitalization, Merger, Consolidation, Change in Control and
Similar Transactions.
(a) Adjustment. Subject to any required action by the
stockholders of the Corporation, within the sole discretion of the Committee,
the aggregate number of Shares of Common Stock for which Options may be granted
hereunder, the number of Shares of Common Stock covered by each outstanding
Option, and the exercise price per Share of Common Stock of each such Option,
shall all be proportionately adjusted for any increase or decrease in the number
of issued and outstanding Shares of Common Stock resulting from a subdivision or
consolidation of Shares (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of shares, or
otherwise) or the payment of a stock dividend (but only on the Common Stock) or
any other increase or decrease in the number of such Shares of Common Stock
effected without the receipt of consideration by the Corporation (other than
Shares held by dissenting stockholders).
(b) Extraordinary Corporate Action. Subject to any required
action by the stockholders of the Corporation, in the event of any change in
control, recapitalization, merger, consolidation, exchange of Shares, spin-off,
reorganization, tender offer, partial or complete liquidation or other
extraordinary corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:
(i) appropriately adjust the number of Shares of
Common Stock subject to each Option, the exercise price per Share of Common
Stock, and the consideration to be given or received by the Corporation upon the
exercise of any outstanding Option;
(ii) cancel any or all previously granted Options,
provided that appropriate consideration is paid to the Participant in connection
therewith; and/or
A-4
<PAGE>
(iii) make such other adjustments in connection with
the Agreement as the Committee, in its sole discretion, deems necessary,
desirable, appropriate or advisable.
7. Related Matters.
(a) Payment. Full payment for each Share of Common Stock
purchased upon the exercise of any Stock Option granted herein shall be made at
the time of exercise of each such Stock Option and shall be paid in cash (in
United States Dollars), Common Stock or a combination of cash and Common Stock.
Common Stock utilized in full or partial payment of the exercise price shall be
valued at its fair market value at the date of exercise. The Corporation shall
accept full or partial payment in Common Stock only to the extent permitted by
applicable law. No Shares of Common Stock shall be issued until full payment
therefor has been received by the Corporation, and no Participant shall have any
of the rights of a stockholder of the Corporation until Shares of Common Stock
are issued to him.
(b) Cashless Exercise. A Participant who has held a Stock
Option for at least six months may engage in the "cashless exercise" of the
Option. In a cashless exercise, a Participant gives the Corporation written
notice of the exercise of the Option together with an order to a registered
broker-dealer or equivalent third party, to sell part or all of the Optioned
Stock and to deliver enough of the proceeds to the Corporation to pay the Option
price and any applicable withholding taxes. If the Participant does not sell the
Optioned Stock through a registered broker-dealer or equivalent third party, he
can give the Corporation written notice of the exercise of the Option and the
third party purchaser of the Optioned Stock shall pay the Option price plus any
applicable withholding taxes to the Corporation.
(c) Transferability. Any Stock Option granted pursuant to the
Agreement shall be exercised during a Participant's lifetime only by the
Participant to whom it was granted and shall not be assignable or transferable
otherwise than by will or by the laws of descent and distribution.
(d) Effect of Termination of Employment or Service. Upon the
termination of an Participant's employment or service with the Corporation or
the Bank as a Director, Director Emeritus or Employee, the Participant may
continue to exercise such Options for a period of six months from the date of
termination of employment or service by the Participant, but not later than the
date on which the Option would otherwise expire. Such Options of a deceased
Participant may be exercised within two years from the date of his or her death,
but not later than the date on which the Option would otherwise expire.
(e) Change in Applicable Law. Notwithstanding any other
provision contained in the Agreement, in the event of a change in any federal or
state law, rule or regulation which would make the exercise of all or part of
any previously granted Stock Option unlawful or subject the Corporation to any
penalty, the Committee may restrict any such exercise without the consent of the
Participant or other holder thereof in order to comply with any such law, rule
or regulation or to avoid any such penalty.
(f) Conditions Upon Issuance of Shares. Shares shall not be
issued with respect to any Option granted under the Agreement unless the
issuance and delivery of such Shares shall comply with all relevant provisions
of law, including, without limitation, the Securities Act of 1933, as amended,
the rules and regulations promulgated thereunder, any applicable state
securities law and the requirements of any stock exchange upon which the Shares
may then be listed.
A-5
<PAGE>
The inability of the Corporation to obtain from any regulatory body or
authority deemed by the Corporation's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder shall relieve the Corporation of any
liability in respect of the non-issuance or sale of such Shares.
As a condition to the exercise of an Option, the Corporation may
require the person exercising the Option to make such representations and
warranties as may be necessary to assure the availability of an exemption from
the registration requirements of federal or state securities law.
(g) Withholding Tax. The Corporation shall have the right to
deduct from all amounts paid in cash with respect to the cashless exercise of
Options under the Agreement any taxes required by law to be withheld with
respect to such cash payments. Where a Participant or other person is entitled
to receive Shares pursuant to the exercise of an Option pursuant to the
Agreement, the Corporation shall have the right to require the Participant or
such other person to pay the Corporation the amount of any taxes which the
Corporation is required to withhold with respect to such Shares, or, in lieu
thereof, to retain, or to sell without notice, a number of such Shares
sufficient to cover the amount required to be withheld.
(h) Governing Law. The Agreement shall be governed by and
construed in accordance with the laws of the State of Louisiana, except to the
extent that federal law shall be deemed to apply.
(i) Administration. All decisions, determinations and
interpretations of the Agreement shall be made by the Committee and shall be
final and conclusive on all persons affected thereby.
8. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon any corporate or other successor of the Bank or Parent which
shall acquire, directly or indirectly, by merger, consolidation, purchase or
otherwise, all or substantially all of the assets or stock of the Bank or
Parent.
9. Amendments. No amendments or additions to this Agreement shall be
binding upon the parties hereto unless made in writing and signed by both
parties, except as herein otherwise specifically provided.
10. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceablitiy of the other provisions hereof.
11. Entire Agreement. This Agreement together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto.
A-6
<PAGE>
This Agreement is hereby executed between the parties as of August 24,
1999.
TECHE HOLDING COMPANY
By: /s/ Patrick O. Little
--------------------------------------
ITS PRESIDENT
Attest:
/s/ W. Ross Little , Jr.
--------------------------------------
[SEAL]
ACCEPTED: /s/ Scott Sutton
--------------------------------
PARTICIPANT
EXHIBIT 4.2
TECHE FEDERAL SAVINGS BANK
RESTRICTED STOCK AGREEMENT WITH SCOTT SUTTON
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TECHE FEDERAL SAVINGS BANK
RESTRICTED STOCK AGREEMENT
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This Agreement constitutes the award of a total of 6,000 shares of
Common Stock of Teche Holding Company ("Corporation"), to Scott Sutton (the
"Participant") on such terms and conditions as are set forth hereinafter.
1. Definitions. As used herein, the following definitions shall
apply.
"Award" means the grant by the Committee of the right to
receive Shares as detailed hereinafter.
"Bank" shall mean Teche Federal Savings Bank, or any
predecessor corporation thereto.
"Board" shall mean the Board of Directors of the Bank, or any
successor corporation thereto.
"Change in Control" shall mean: (i) the sale of all, or a
material portion, of the assets of the Corporation; (ii) the merger or
recapitalization of the Corporation whereby the Corporation is not the surviving
entity; (iii) a change in control of the Corporation, as otherwise defined or
determined by the Office of Thrift Supervision or regulations promulgated by it;
or (iv) the acquisition, directly or indirectly, of the beneficial ownership
(within the meaning of that term as it is used in Section 13(d) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder) of twenty-five percent (25%) or more of the outstanding voting
securities of the Corporation by any person, trust, entity or group. This
limitation shall not apply to the purchase of shares by underwriters in
connection with a public offering of Corporation stock, or the purchase of
shares of up to 25% of any class of securities of the Corporation by a
tax-qualified employee stock benefit plan which is exempt from the approval
requirements, set forth under 12 C.F.R. 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.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Committee" shall mean the Board or the Committee which may
be appointed by the Board from time to time.
"Common Stock" shall mean common stock of the Corporation, or
any successor or parent corporation thereto.
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"Corporation" shall mean Teche Holding Company, the parent
corporation for the Bank, or any predecessor or Parent thereof.
"Date of Grant" shall mean August 23, 1999, or such later date
that shall be the Participant's date of hire with the Bank.
"Director" shall mean a member of the Board of the
Corporation, or any successor or parent corporation thereto.
"Director Emeritus" shall mean a person serving as a director
emeritus, advisory director, consulting director or other similar position as
may be appointed by the Board of Directors of the Bank or the Corporation from
time to time.
"Disability" means any physical or mental impairment which
renders the Participant incapable of continuing in the employment or service of
the Bank or the Parent in his then current capacity as determined by the
Committee.
"Employee" shall mean a person employed by the Bank or the
Corporation or any present or future Parent or Subsidiary of the Corporation.
"Parent" shall mean any present or future corporation which
would be a "parent corporation" as defined in Subsections 424(e) and (g) of the
Code.
"Participant" means Scott Sutton, an Employee of the Bank.
"Share" shall mean one share of Common Stock.
"Subsidiary" shall mean any present or future corporation
which would be a "subsidiary corporation" as defined in Subsections 424(f) and
(g) of the Code.
2. Vesting of Awards.
(a) Schedule of Vesting. The Awards shall be earned and
non-forfeitable in accordance with the terms of the Agreement, provided the
holder of such Award is an Employee of the Corporation or the Bank as of such
date, as follows:
Date Percentage of Total Shares
---- Awarded Which Are
Non-forfeitable
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Upon grant........................................ 0%
As of December 1, 1999............................ 20%
As of December 1, 2000............................ 40%
As of December 1, 2001............................ 60%
As of December 1, 2002............................ 80%
As of December 1, 2003............................ 100%
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Notwithstanding any provisions in this Section 2, Awards shall be 100%
earned and non-forfeitable upon the death or Disability of the Participant, or
upon a Change in Control.
3. Non-transferability of Awards. This Award may not be transferred in
any manner otherwise than by will or the laws of descent or distribution. The
terms of this Award shall be binding upon the executors, administrators, heirs,
successors and assigns of the Participant.
4. Six Month Holding Period. A total of six months must elapse between
the Date of Grant of an Award and the date of the sale of Common Stock received
thereunder.
5. Revocation for Misconduct. Notwithstanding anything herein to the
contrary, the Board may, by resolution, immediately revoke, rescind and
terminate any Award, or portion thereof, previously awarded under this Plan, to
the extent Shares have not been delivered thereunder to the Participant, whether
or not yet earned, in the case of an Employee who is discharged from the employ
of the Parent, Bank or a Subsidiary for Cause (as hereinafter defined), or who
is discovered after termination of employment to have engaged in conduct that
would have justified termination for cause. "Cause" is defined as personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profits, intentional failure to perform stated duties, willful
violation of a material provision of any law, rule or regulation (other than
traffic violations and similar offense), or a material violation of a final
cease-and-desist order or any other action which results in a substantial
financial loss to the Parent, Bank or its Subsidiaries. A determination of
"Cause" shall be made by the Board within its sole discretion.
6. Payment of Dividends. With respect to the Awards, whether or not
non-forfeitable, the Participant shall also be entitled to receive an amount
equal to any cash dividends declared and paid with respect to shares of Common
Stock represented by such Award between the date the relevant Award was
initially granted to such Participant and the date the Shares are distributed.
Such dividend amounts shall be paid to the Participant within 30 days of each
respective Dividend Payment Date, subject to applicable tax withholding.
7. Tax Withholding. The Bank may withhold from any payment or
distribution made under this Agreement sufficient amounts to cover any
applicable withholding and employment taxes, and if the amount of such payment
is not sufficient, the Bank may require the Participant to have the Bank
withhold from delivery a number of Shares having a fair market value, at the
time withheld, sufficient to satisfy such withholding and employment taxes, or
to pay to the Bank the amount required to be withheld as a condition of
delivering the Shares.
8. Regulatory Exceptions. No Shares shall be distributed hereunder
unless and until all of the requirements of all applicable law and regulation
shall have been fully complied with, as may be required by applicable law and
regulations as determined by the Board.
Shares shall not be issued with respect to any Award granted
under the Agreement unless the issuance and delivery of such Shares shall comply
with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, any applicable state securities law and the requirements of any
stock exchange upon which the Shares may then be listed.
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The inability of the Corporation or the Bank to obtain from
any regulatory body or authority deemed by the Corporation's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder shall relieve
the Corporation of any liability in respect of the non-issuance or sale of such
Shares.
As a condition to the exercise of an Award, the Corporation or
the Bank may require the person exercising the Award 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.
9. Governing Law. The Agreement 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.
10. Administration. All decisions, determinations and interpretations
of the Agreement shall be made by the Committee and shall be final and
conclusive on all persons affected thereby.
11. Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon any corporate or other successor of the Bank or Parent
which shall acquire, directly or indirectly, by merger, consolidation, purchase
or otherwise, all or substantially all of the assets or stock of the Bank or
Parent.
12. Amendments. No amendments or additions to this Agreement shall be
binding upon the parties hereto unless made in writing and signed by both
parties, except as herein otherwise specifically provided.
13. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceablitiy of the other provisions hereof.
14. Entire Agreement. This Agreement together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto.
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This Agreement is hereby executed between the parties as of
August 24, 1999.
TECHE HOLDING COMPANY
By: /s/ Patrick O. Little
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ITS PRESIDENT
Attest:
/s/ W. Ross Little , Jr.
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[SEAL]
ACCEPTED: /s/ Scott Sutton
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PARTICIPANT
EXHIBIT 4.3
FORM OF TAX NOTICE UNDER THE
TECHE HOLDING COMPANY STOCK OPTION AGREEMENT
WITH SCOTT SUTTON
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TAX ISSUES RELATED TO EXERCISE OF STOCK OPTIONS
UNDER THE TECHE HOLDING COMPANY STOCK OPTION AGREEMENT
WITH SCOTT SUTTON
This memorandum reviews the tax effects upon the exercise of
"Non-Incentive Stock Options" ("NSOs") under the Teche Holding Company Stock
Option Agreement with Scott Sutton.
Upon the exercise of an NSO, the amount by which the fair market value
of the shares on the date of exercise exceeds the exercise price will be taxed
to the optionee as ordinary income. The Company will be entitled to a deduction
in the same amount, provided it makes all required withholdings on the
compensation element of the exercise. In general, the optionee's tax basis in
the shares acquired by exercising an NSO is equal to the fair market value of
such shares on the date of exercise. Upon a subsequent sale of any such shares
in a taxable transaction, the optionee will realize capital gain or loss
(long-term or short-term, depending on whether the shares were held for more
than 12 months before the sale) in an amount equal to the difference between his
or her basis in the shares and the sale price.
Special rules apply if an optionee pays the exercise price upon
exercise of NSOs with previously acquired shares of stock. Except as described
below with respect to shares acquired pursuant to ISOs, such a transaction is
treated as a tax-free exchange of the old shares for the same number of new
shares. To that extent, the optionee's basis in the new shares is the same as
his or her basis in the old shares, i.e., there is a carryover of basis, and the
capital gain holding period runs without interruption from the date when the old
shares were acquired. The value of any new shares received by the optionee in
excess of the number of old shares surrendered less any cash the optionee pays
for the new shares will be taxed as ordinary income. The optionee's basis in the
additional shares is equal to the fair market value of such shares on the date
the shares were transferred, and the capital gain holding period commences on
the same date. The effect of these rules is to defer the date when any gain in
the old shares that are used to buy new shares must be recognized for tax
purposes. Stated differently, these rules allow an optionee to finance the
exercise of an NSO by using shares of stock that he or she already owns, without
paying current tax on any unrealized appreciation in the value of all or a
portion of those old shares.
EXHIBIT 4.4
FORM OF TAX NOTICE UNDER THE
TECHE FEDERAL SAVINGS BANK
RESTRICTED STOCK AGREEMENT WITH SCOTT SUTTON
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TECHE FEDERAL SAVINGS BANK
RESTRICTED STOCK AGREEMENT WITH SCOTT SUTTON
TAX NOTICE
The awards granted under the Restricted Stock Agreement with Scott
Sutton (the "Plan") will be in the form of Common Stock which shall vest in five
installments at the rate of 20% of such shares per installment. Taxable
compensation equal to the fair market value of the Common Stock at the date of
vesting of each such stock award will be recognized by Mr. Sutton.
Federal Tax Consequences of Awards.
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1. Stock awarded under the Plan is generally taxable to Mr.
Sutton at the time that such awards become 100% vested and
non-forfeitable, based upon the fair market value of such
stock at the time of such vesting. Therefore, the vesting of
stock as of December 1, 1999, and annually thereafter,
constitutes an tax event.
2. Mr. Sutton may make an election pursuant to Section 83(b) of
the Internal Revenue Code ("Code") within 30 days of the date
of the transfer of an award to elect to include in gross
income for the current taxable year the fair market value of
such stock as of the date of the transfer of an award. Such
election must be filed with the Internal Revenue Service
within 30 days of the date of the transfer of the stock award.
Therefore, such an election may be filed for stock awards to
vest at a future date.
3. Tax withholding obligations related to stock awards that vest
may be satisfied by either Mr. Sutton paying the Bank (by
check) an amount sufficient to satisfy applicable withholding
taxes, or receiving a fewer number of shares upon vesting of
stock awards. The latter choice would work as follows: Mr.
Sutton could elect to receive, upon vesting of an award, a
number of shares equal to the excess of the total number of
shares subject to the award less a number of shares having a
fair market value sufficient to satisfy applicable withholding
and employment taxes.
For example, suppose that an employee was scheduled to vest in 1,000
shares having a fair market value equal to $20 per share ($20,000 in the
aggregate). Assuming the employee's liability for withholding and employment
taxes totaled 45% of the ordinary income being recognized, the amount necessary
to pay such taxes would be 45% of $20,000 or $9,000. The employee could either
pay the Bank $9,000, or direct the Plan trustees to reduce the number of shares
to be transferred from the Plan to the employee. If an employee elected the
latter choice, the employee would receive 550 shares from the Plan, with the
other 450 shares withheld in satisfaction of the employee's $9,000 tax
obligation. In either event, the employee would recognize $20,000 of ordinary
income.
For individuals who are subject to the short-swing profit rule imposed
under Section 16 of the Securities Exchange Act of 1934, if shares are withheld
in satisfaction of the withholding taxes then such withholding should be
reported on a Form 4 or 5 to be filed with the SEC.
EXHIBIT 5.1
OPINION OF MALIZIA SPIDI & FISCH, PC AS TO
THE VALIDITY OF THE COMMON STOCK BEING REGISTERED
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MALIZIA SPIDI & FISCH, PC
ATTORNEYS AT LAW
1301 K STREET, N.W. 637 KENNARD ROAD
SUITE 700 EAST STATE COLLEGE, PENNSYLVANIA 16801
WASHINGTON, D.C. 20005 (814) 466-6625
(202) 434-4660 FACSIMILE: (814) 466-6703
FACSIMILE: (202) 434-4661
January 28, 2000
Board of Directors
Teche Holding Company
211 Willow Street
Franklin, Louisiana 70538
RE: Registration Statement on Form S-8:
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Teche Holding Company Stock Option Agreement with Scott Sutton
Teche Federal Savings Bank Restricted Stock Agreement with Scott Sutton
Ladies and Gentlemen:
We have acted as special counsel to Teche Holding Company, a 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 36,682 shares of common stock, par value $.01 per share
(the "Common Stock") of the Company which may be issued (i) upon the exercise of
options for 30,682 shares of Common Stock granted under the Teche Holding
Company Stock Option Agreement with Scott Sutton, and (ii) upon the award of
6,000 shares of Common Stock to Scott Sutton under the Teche Federal Savings
Bank Restricted Stock Agreement with Scott Sutton (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 stock awards 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 on Form S-8.
Sincerely,
/s/ Malizia Spidi & Fisch, PC
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Malizia Spidi & Fisch, PC
EXHIBIT 23.1
CONSENT OF MALIZIA SPIDI & FISCH, PC
(APPEARS IN THEIR OPINION FILED AS EXHIBIT 5.1)
EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP
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INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of Teche Holding Company on Form S-8 of our report dated November 9,
1999, incorporated by reference in the Annual Report on Form 10-K of Teche
Holding Company for the year ended September 30, 1999.
/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
January 24, 2000
New Orleans, Louisiana
