-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ClwqBlxR9k7uKMr9vasqlYSWXT2WMdfbC51/anqTkt/MZn1/0yk1pdnAZdWmo0Dh w3UaDFk1I/dBqedArZbevQ== 0000950133-97-000916.txt : 19970324 0000950133-97-000916.hdr.sgml : 19970324 ACCESSION NUMBER: 0000950133-97-000916 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970321 EFFECTIVENESS DATE: 19970321 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED CAPITAL LENDING CORP CENTRAL INDEX KEY: 0000003906 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521081052 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-23761 FILM NUMBER: 97560569 BUSINESS ADDRESS: STREET 1: 1666 K ST NW STE 901 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2023311112 MAIL ADDRESS: STREET 2: 1666 K STREET NW CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED LENDING CORP DATE OF NAME CHANGE: 19920703 S-8 1 FORM S-8 FOR ALLIED CAPITAL LENDING CORPORATION 1 As filed with the Securities and Exchange Commission on March 21, 1997 Registration No. 333- ----- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Allied Capital Lending Corporation (Exact name of registrant as specified in its charter) Maryland 52-1081052 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1666 K Street, N.W. Washington, D.C. 20006 - ---------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) Allied Capital Lending Corporation Stock Option Plan (Full title of the plan) Katherine C. Marien c/o Allied Capital Advisers, Inc. 1666 K Street, N.W. Washington, D.C. 20006 (Name and address of agent for service) (202) 331-1112 (Telephone number, including area code, of agent for service) Calculation of Registration Fee
========================================================================================================== Proposed Proposed Title of Amount to Maximum Maximum Amount of Securities to be be Registered Offering Price Per Aggregate Offering Registration Fee Registered Unit Price - ---------------------------------------------------------------------------------------------------------- common stock 504,860 16 8,077,760* $2,447.81 ==========================================================================================================
*Included solely for the purpose of calculating the registration fee. Such estimate has been calculated in accordance with Rule 457(h) and Rule 457(c) under the Securities Act of 1933 and is based upon the average of the high and low price per share of Allied Capital Lending Corporation Common Stock on the Nasdaq National Market System on March 18, 1997. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein. 2 PART II Form S-8. Item 3. Incorporation of Documents by Reference The Registrant, Allied Capital Lending Corporation (the "Company"), and the Allied Capital Lending Corporation Stock Option Plan (the "Plan") incorporate herein by reference the documents listed in (a) through (c) below: (a) The Company's Annual Report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act") for the fiscal year ended December 31, 1995 and the Plan's Annual Report on Form 11-K for the fiscal year ended December 31, 1996; (b) All other reports of the Company and the Plan filed pursuant to Section 13(a) or 15(d) of the 1934 Act since December 31, 1995; and (c) The description of the Company's common stock contained in the registration statement on Form 8-A filed by the Company on November 12, 1993. All reports and documents subsequently filed with the Securities and Exchange Commission (the "Commission") by the Company and the Plan subsequent to the date of this registration statement pursuant to Section 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 into this Registration Statement and to be part hereof from the date of filing of those documents. The Company will deliver without charge, upon written or oral request, a copy of any and all information that is incorporated herein by reference. Such request should be made to Suzanne Sparrow. Item 4. Description of Securities The securities being registered are shares of the Company's common stock. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers The corporation law of the State of Maryland, under which the Company is incorporated, permits the charter of a Maryland corporation to include a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, subject to specified restrictions. The law does not, however, allow the liability of directors and officers to a corporation or its stockholders to be limited to the extent that: (1) it is proved that the person actually received an improper benefit or profit from the transactions or matter at issue; (2) a judgment or other final adjudication is entered in a proceeding based on a - 2 - 3 finding that the person's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The Articles of Incorporation of the Company contain a provision limiting the liability of its directors and officers to the Company and its shareholders to the fullest extent permitted from time to time by the laws of Maryland. The Maryland corporation law also permits a corporation to indemnify its directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they have been or may be made a party by reason of their service in those or other capacities unless it is established that the act or omissions of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, or the director or officer actually received an improper personal benefit, or, in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. The Company's Articles of Incorporation require the Company to indemnify its directors and officers to the fullest extent permitted from time to time by the laws of Maryland. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits See Exhibit Index. Item 9. Undertakings (a) Rule 415 Offering. 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; and (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 information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed or furnished to the Commission by - 3 - 4 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 15(d) of the Securities Exchange Act of 1934 (and each filing of the 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. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. POWERS OF ATTORNEY LET IT BE KNOWN that each officer or director whose signature appears in paragraph (b) under "SIGNATURES" below appoints Jon A. DeLuca and Katherine C. Marien, jointly and severally, his/her attorneys-in-fact, with power of substitution, for him/her in all capacities, to sign amendments and post-effective amendments to the Registration Statement of the Allied Capital Lending Corporation Stock Option Plan and to file such amendments with exhibits with the Securities and Exchange Commission, hereby ratifying all that each attorney-in-fact may do or cause to be done by virtue of this power. - 4 - 5 SIGNATURES (a) THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Washington, District of Columbia, on the 18th day of March, 1997. ALLIED CAPITAL LENDING CORPORATION By: /s/Katherine C. Marien -------------------------- Name: Katherine C. Marien Title: President (b) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. /s/William L. Walton Chairman and March 18, 1997 - --------------------------------- Chief Executive Officer William L. Walton (Principal Executive Officer) /s/Katherine C. Marien Director, President, and March 18, 1997 - --------------------------------- Chief Operating Officer Katherine C. Marien /s/Jon W. Barker Director March 18, 1997 - --------------------------------- Jon W. Barker /s/Eleanor Deane Bierbower Director March 18, 1997 - --------------------------------- Eleanor Deane Bierbower /s/Robert V. Fleming II Director March 18, 1997 - --------------------------------- Robert V. Fleming II /s/Arthur H. Keeney III Director March 18, 1997 - --------------------------------- Arthur H. Keeney III /s/Anthony T. Garcia Director March 18, 1997 - --------------------------------- Anthony T. Garcia /s/ Director ____________ - --------------------------------- Robin B. Martin /s/George C. Williams Director March 18, 1997 - --------------------------------- George C. Williams /s/Jon A. DeLuca Executive Vice President March 18, 1997 - --------------------------------- and Chief Financial Jon A. DeLuca Officer (Principal Financial and Accounting Officer)
- 5 - 6 SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Compensation Committee of the Company's Board of Directors has duly caused this Registration Statement to be signed by the undersigned on behalf of the Allied Capital Lending Corporation Stock Option Plan, thereunto duly authorized in the City of Washington, District of Columbia, on the 18th day of March, 1997. Allied Capital Lending Corporation Stock Option Plan By: /s/Eleanor Deane Bierbower ------------------------------------------------ Eleanor Deane Bierhower, Chairman of Allied Capital Lending Corporation Compensation Committee - 6 - 7 EXHIBIT INDEX
Exhibit Number Exhibit Name 4 Allied Capital Lending Corporation Stock Option Plan 5 Opinion of Sutherland, Asbill & Brennan, L.L.P. 15 Omitted -- Not applicable 23 (a) Consent of Matthews, Carter and Boyce P.C. (b) Consent of Counsel -- See Exhibit 5. 24 Powers of Attorney These documents form part of the Signature Pages.
- 7 - EX-4 2 ALLIED CAPITAL LENDING CORP. STOCK OPTION PLAN 1 Exhibit 4 ALLIED CAPITAL LENDING CORPORATION STOCK OPTION PLAN 1. PURPOSE OF THE PLAN The purpose of this Stock Option Plan (this "Plan") is to advance the interests of Allied Capital Lending Corporation (the "Company") by providing to directors of the Company and to officers of the Company who have substantial responsibility for the direction and management of the Company additional incentives to exert their best efforts on behalf of the Company, to increase their proprietary interest in the success of the Company, to reward outstanding performance and to provide a means to attract and retain persons of outstanding ability to the service of the Company. It is recognized that the Company cannot attract or retain these officers and directors without this compensation. Options granted under this Plan may qualify as "incentive stock options," as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. ADMINISTRATION This Plan shall be administered by a committee (the "Committee") comprised of at least two (2) members of the Company's Board of Directors who each shall (a) be a "disinterested person," as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, (b) have no financial interest in grants of stock options to officers of the Company under this Plan and (c) not be an "interested person," as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "Act"), of the Company. The Committee shall interpret this Plan and, to the extent and in the manner contemplated herein, shall exercise the discretion reserved to it hereunder. The Committee may prescribe, amend and rescind rules and regulations relating to this Plan and to make all other determinations necessary for its administration. The decision of the Committee on any interpretation of this Plan or administration hereof, if in compliance with the provisions of the Act and regulations promulgated thereunder, shall be final and binding with respect to the Company, any optionee or any person claiming to have rights as, or on behalf of, any optionee. 3. SHARES SUBJECT TO THE PLAN The shares subject to option and the other provisions of this Plan shall be shares of the Company's common stock, par value $.0001 per share ("shares"). Subject to the provisions hereof concerning adjustment, the total number of shares which may be purchased upon the exercise or surrender of stock options granted under this Plan shall not exceed 504,860 shares, which includes all shares with respect to which options have been granted or surrendered for payment in cash or other consideration pursuant to this Plan or predecessor forms of this Plan. In the event any option shall cease to be exercisable in whole or in part for any reason, the shares which were covered by such option, but as to which the option had not been exercised, shall again be available under this Plan. Shares may be made available from authorized, unissued or reacquired stock or partly from each. 4. PARTICIPANTS (a) Officers. The Committee shall determine and designate from time to time those key officers of the Company who shall be eligible to participate in this Plan. The Committee shall also determine the number of shares to be offered from time to time to each optionee. In making these determinations, the Committee shall take into account the past service of each such officer to the Company, the present and potential contributions of such officer to the success of the Company and such other factors as the Committee shall deem relevant in connection with accomplishing the purposes of this Plan; provided that the Committee shall determine that each grant of options to an optionee, the number of shares offered thereby and the terms of such option are in the best interests of the Company and its shareholders. The date on which the Committee approves the grant of any option to an officer of the Company shall be the date of issuance of such option; provided, however, that if (1) any such action by the Committee does not constitute approval thereof by both (A) a majority of the Company's directors who each has no financial 2 interest in such action and (B) a majority of the Company's directors who each is not an "interested person" [as defined in Section 2(a)(19) of the Act] of the Company and (2) such approval is then required by Section 61(a)(3)(B)(I)(I) of the Act, then the grant of any option by such action shall not be effective, and there shall be no issuance of such option, until there has been approval of such action by (A) a majority of the Company's directors who each has no financial interest in such action and (B) a majority of the Company's directors who each is not an "interested person" of the Company, on the basis that such action is in the best interests of the Company and its shareholders, and the last date on which such required approval is obtained shall be the date of issuance of such option. The agreement documenting the award of any option granted pursuant to this paragraph 4(a) shall contain such terms and conditions as the Committee shall deem advisable, including but not limited to being exercisable only in such installments as the Committee may determine. (b) Non-Officer Directors. A one-time grant of options in accordance with the provisions of this paragraph (b) shall be made to each director of the Company who is not an officer of the Company or of the Company's investment adviser (a "non-officer director") who is serving at the later of (I) the date on which the proposal to make grants of options to non-officer directors is approved by the shareholders of the Company or (ii) the date on which the issuance of options pursuant to this Plan to non-officer directors is approved by order of the Securities and Exchange Commission pursuant to Section 61(a)(3)(B)(I)(II) of the Act. After the later of such dates, a one-time grant of options in accordance with the provisions of this paragraph (b) shall be made to each non-officer director [other than any non-officer director who received a grant pursuant to the first sentence of this paragraph (b)] upon his or her initial election as a director of the Company. Each grant pursuant to this paragraph (b) shall award the non-officer director an option to purchase ten thousand (10,000) shares at a price equal to the current fair market value of the shares at the date of issuance of such option; provided, that if any non-officer director then holds ten percent (10%) or more of the outstanding shares, the exercise price of such option shall not be less than one hundred ten percent (110%) of such current fair market value. The agreement documenting the award of any option granted pursuant to this paragraph 4(b) shall contain such terms and conditions as the Committee shall deem advisable; provided, however, that any such option shall vest in three annual installments (so that the recipient can first exercise the option with respect to not more than 3,333 shares on or after the date of issuance of such option, can exercise the option with respect to not more than an additional 3,333 shares on or after the first anniversary of the date of issuance of such option and can exercise such option with respect to the all of the shares covered thereby on or after the second anniversary of the date of issuance of such option). (c) General. Agreements evidencing options granted to different optionees or at different times need not contain similar provisions. 5. OPTION PRICE Shares shall be optioned from time to time at a exercise price not less than the current fair market value of the shares at the date of issuance of an option; provided, that the exercise price of any option granted to a holder of 10% or more of the Company's shares shall not be less than 110% of such current fair market value. Notwithstanding the foregoing, the option price shall not be below the original $15.00 offering price of the shares in the Company's initial public offering. 6. OPTION PERIOD Each option agreement shall state the period or periods of time within which the subject option may be exercised, in whole or in part, by the optionee which shall be such period or periods of time as may be determined by the Committee; provided, that the option period shall not exceed ten years from the date of issuance of the option and shall not exceed five years if the option is granted to a holder of 10% or more of the Company's shares. 7. PAYMENT FOR SHARES Full payment for shares purchased shall be made at the time of exercising the option in whole or in part. Payment of the purchase price shall be made in cash (including check, bank draft or money order) or, 3 if authorized pursuant to paragraph 9 hereof, by a loan from the Company in accordance with paragraph 9. 8. TRANSFERABILITY OF OPTIONS Options shall not be transferable other than by will or the laws of descent and distribution, and during an optionee's lifetime shall be exercisable only by the optionee. 9. LOANS BY THE COMPANY Upon the exercise of any option, the Company, at the request of an officer-optionee, and subject to the approval of both (a) a majority of the Company's directors who each has no financial interest in such loan and (b) a majority of the Company's directors who each is not an "interested person" [as defined in Section 2(a)(19) of the Act] of the Company on the basis that such loan is in the best interests of the Company and its stockholders (whether such approval is by the Committee or otherwise), may lend to such officer-optionee, as of the date of exercise, an amount equal to the exercise price of such option; provided, that such loan (a) shall have a term of not more than ten years, (b) shall become due within sixty days after the recipient of the loan ceases to be an officer of the Company, (c) shall bear interest at a rate no less than the prevailing rate applicable to 90-day United States Treasury bills at the time the loan is made, and (d) shall be fully collateralized at all times, which collateral may include securities issued by the Company. Loan terms and conditions may be changed by the Committee to comply with applicable IRS and SEC regulations. 10. TERMINATION OF OPTION All rights to exercise options shall terminate sixty days after any optionee ceases to be a director or an officer of the Company for any cause other than death or total and permanent disability. 11. RIGHTS IN THE EVENT OF TERMINATION OF SERVICE If an optionee's service as a director or officer is terminated for any reason other than death or total and permanent disability prior to expiration of his or her option and before such option is fully exercised, the optionee shall have the right to exercise the options during the balance of the 60-day period referred to in paragraph 10. 12. RIGHTS IN THE EVENT OF TOTAL AND PERMANENT DISABILITY OR DEATH If an optionee becomes totally and permanently disabled or dies prior to expiration of the option without having fully exercised it, he or the executors or administrators or legatees or distributees of the estate, as the case may be, shall, have the right, from time to time within one year after the optionee's total and permanent disability or death and prior to the expiration of the term of the option, to exercise the option in whole or in part, as provided in the respective option agreement. 13. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN Subject to any required action by the shareholders of the Company and the provisions of applicable corporate law, the number of shares of represented by the unexercised portion of an option, the number of shares which has been authorized or reserved for issuance hereunder, and the number of shares covered by any applicable vesting schedule hereunder, as well as the exercise price of a share represented by the unexercised portion of an option, shall be proportionately adjusted for (a) a division, combination or reclassification of any of the shares of common stock of the Company or (b) a dividend payable in shares of common stock of the Company. 14. GENERAL RESTRICTION Each option shall be subject to the requirement that, if at any time the Board of Directors shall determine, at its discretion, that the listing, registration or qualification of the shares subject to such option upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such option or the issue or purchase of the shares thereunder, such option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or 4 obtained free of any conditions not acceptable to the Company. Subject to the limitations of paragraph 6, no option shall expire during any period when exercise of such option has been prohibited by the Board of Directors, but shall be extended for such further period so as to afford the optionee a reasonable opportunity to exercise his option. 15. MISCELLANEOUS PROVISIONS (a) No optionee shall have rights as a shareholder with respect to shares covered by his option until the date of exercise of his option. (b) The granting of any option shall not impose upon the Company any obligation to appoint or to continue to appoint as a director or officer any optionee, and the right of the Company to terminate the employment of any officer or other employee, or service of any director, shall not be diminished or affected by reason of the fact that an option has been granted to such optionee. (c) Options shall be evidenced by stock option agreements in such form and subject to the terms and conditions of this Plan as the Committee shall approve from time to time, consistent with the provisions of this Plan. Such stock option agreements may contain such other provisions as the Committee in its discretion may deem advisable. (d) For purposes of this Plan, the fair market value of the shares shall be the closing sales price of the stock as quoted on the National Association of Securities Dealers Automated Quotation System for the date of issuance of such option, as provided herein. If the Company's shares are traded on an exchange, the price shall be the closing price of the Company's stock as reported in The Wall Street Journal for such date of issuance of an option. (e) The aggregate fair market value (determined as of the date of issuance of an option) of the shares with respect to which an option, or portion thereof, intended to be an incentive stock option is exercisable for the first time by any optionee during any calendar year (under all incentive stock option plans of the Company and subsidiary corporations) shall not exceed $100,000. (f) All options issued pursuant to this Plan shall be granted within ten years from the earlier of the date of adoption of this Plan (or any amendment thereto requiring shareholder approval pursuant to the Code) or the date this Plan (or any amendment thereto requiring shareholder approval pursuant to the Code) is approved by the shareholders of the Company. (g) No option may be issued if exercise of all warrants, options and rights of the Company outstanding immediately after issuance of such option would result in the issuance of voting securities in excess of 20% of the Company's outstanding voting securities. (h) A leave of absence granted to an employee does not constitute an interruption in continuous employment for purposes of this Plan as long as the leave of absence does not extend beyond one year. (i) Any notices given in writing shall be deemed given if delivered in person or by certified mail; if given to the Company at Allied Capital Lending Corporation, 1666 K Street, N.W., 9th Floor, Washington, D.C. 20006; and, if to an optionee, in care of the optionee at his or her last known address. (j) This Plan and all actions taken by those acting under this Plan shall be governed by the substantive laws of Maryland without regard to any rules regarding conflict-of-law or choice-of-law. (k) All costs and expenses incurred in the operation and administration of this Plan shall be borne by the Company. 16. AMENDMENT AND TERMINATION 5 The Board of Directors may modify, revise or terminate this Plan at any time and from time to time; provided, however, that no modification or revision of any material provision of this Plan may be made without shareholder approval except for such modifications or revisions which are necessary in order to ensure the options issued as incentive stock options under this Plan comply with Section 422 or any successor provision of the Code, applicable provisions of the Act or any exemptive order therefrom issued to the Company in connection with this Plan, Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or other applicable law. This Plan shall terminate when all shares reserved for issuance hereunder have been issued upon the exercise of options, by action of the Board of Directors pursuant to this paragraph, or on February 18, 2004, whichever shall first occur. 17. EFFECTIVE DATE OF THE PLAN This Plan shall become effective upon (1) adoption by the Board of Directors and (2) approval of this Plan by the shareholders of the Company. 18. AMENDMENT HISTORY Date of plan adoption by the Board of Directors September 7, 1993 Date of amendment adoption by the Board of Directors February 18, 1994 Date of amendment approval by shareholders May 20, 1994 Date of approval by Securities and Exchange Commission December 26, 1995 Date of amendment adoption by the Board of Directors February 15, 1996*
*(to be submitted to shareholders at May 1997 annual meeting) EX-5 3 OPINION OF SUTHERLAND, ASBILL & BRENNAN 1 Exhibit 5 SUTHERLAND, ASBILL & BRENNAN, L.L.P. 1275 Pennsylvania Avenue, N.W. Washington, D.C. 20004 March 21, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Allied Capital Lending Corporation Stock Option Plan: Registration on Form S-8 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-8 (the "Registration Statement") of Allied Capital Lending Corporation, a Maryland corporation (the "Company"), filed on the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in connection with a proposed offering by the Company to certain of its employees, officers and non-officer directors of 504,860 shares of the Company's common stock, $0.0001 par value per share (the "Shares"), under the Allied Capital Lending Corporation Stock Option Plan (the "Plan"). As counsel for the Company, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records and other documents as we have deemed relevant as a basis for our opinion hereinafter expressed. Where factual matters material to this opinion letter were not independently established, we have relied upon certificates and representations of current executive officers and responsible employees and agents of the Company and upon such other data as we deemed to be appropriate under the circumstances. This opinion is limited to the corporate laws of the State of Maryland and we express no opinion with respect to the laws of any other jurisdiction. With respect to the corporate laws of the State of Maryland, we have examined and relied upon the Corporation Law of the State of Maryland. Based upon and subject to the foregoing, it is our opinion that the Shares have been duly and validly authorized and, when issued and paid for pursuant to the offering and in the manner contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. SUTHERLAND, ASBILL & BRENNAN, L.L.P. By: /s/Steven B. Boehm -------------------------------- Steven B. Boehm EX-23.A 4 CONSENT OF INDEPENDENT ACCOUNTANTS 1 Exhibit 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS As independent accountants we hereby consent to the incorporation by reference in this registration statement on Form S-8, of our report dated February 2, 1996 incorporated by reference in Allied Capital Lending Corporation's Form 10-K for the year ended December 31, 1995 and to all references to our Firm included in such registration statement. MATTHEWS, CARTER AND BOYCE, P.C. McLean, Virginia March 20, 1997 -----END PRIVACY-ENHANCED MESSAGE-----