-----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, NdtSm8d0u3nV0sxL8M7kFelhRYAKJFfzQY2PFx9Rcn3KY/6XfEMF0Jlti7VEJBt+ 2l0sWAJFGTQV949gmNuQGQ== 0000898822-97-000452.txt : 19970523 0000898822-97-000452.hdr.sgml : 19970523 ACCESSION NUMBER: 0000898822-97-000452 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970522 EFFECTIVENESS DATE: 19970522 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCANTILE BANCORPORATION INC CENTRAL INDEX KEY: 0000064907 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 430951744 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-23607 FILM NUMBER: 97613134 BUSINESS ADDRESS: STREET 1: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166-0524 BUSINESS PHONE: 3144252525 MAIL ADDRESS: STREET 1: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166-0524 FORMER COMPANY: FORMER CONFORMED NAME: MERCANTILE TRUST CO DATE OF NAME CHANGE: 19720229 S-8 POS 1 POST-EFFECTIVE AMENDMENT NO.1 ON FORM S-8 As filed with the Securities and Exchange Commission on May 22, 1997 Registration No. 333-23607-01 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933* Mercantile Bancorporation Inc. (Exact Name of Registrant as Specified in Its Charter) Missouri 43-0951744 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) P.O. Box 524, St. Louis, Missouri 63166-0524 (Address of Principal Executive Offices) (Zip Code) Mark Twain Bancshares, Inc. 1992 Stock Option Plan, as amended February 28, 1995 Mark Twain Bancshares, Inc. 1995 Stock Option Plan, as amended January 12, 1996 (Full Title of the Plans) Jon W. Bilstrom, Esq. General Counsel and Secretary Mercantile Bancorporation Inc. P.O. Box 524 St. Louis, Missouri 63166-0524 (Name and Address of Agent For Service) (314) 425-2525 (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of Securities to to be Maximum Offering Maximum Aggregate Registration be Registered Registered(2) Price Per Share Offering Price Fee ------------- ------------- ---------------- ----------------- ------------ Common Stock, 1,039,687 (3) (3) (3) $0.01 par shares value(1) (1) Includes one attached Preferred Share Purchase Right per share. (2) Also includes an indeterminable number of additional shares that may become issuable pursuant to the anti-dilution provisions of the Plans. (3) Not applicable. All filing fees payable in connection with the registration of the issuance of these securities were paid in connection with the filing of the Registrant's Form S-4 Registration Statement (333-23607) on March 20, 1997.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4 Registration Statement pursuant to the procedure described in Part II under "Introductory Statement." PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT INTRODUCTORY STATEMENT Mercantile Bancorporation Inc. (the "Company" or the "Registrant") hereby amends its Registration Statement on Form S-4 (Registration No. 333-23607) (the "Form S-4") by filing this Post-Effective Amendment No. 1 on Form S-8 ("Amendment No. 1") with respect to up to 1,039,687 shares of the Registrant's Common Stock, par value $0.01 per share ("Company Common Stock"), issuable in connection with the following plans of Mark Twain Bancshares, Inc. ("Mark Twain"): (a) Mark Twain Bancshares, Inc. 1992 Stock Option Plan, as amended February 28, 1995; and (b) Mark Twain Bancshares, Inc. 1995 Stock Option Plan, as amended January 12, 1996 (collectively, the "Plans"). All such shares of Company Common Stock were previously in- cluded in the Form S-4. On April 25, 1997, Mark Twain Bancshares, Inc., a Missouri corporation ("Bancshares"), was merged (the "Merger") with and into Ameribanc, Inc., a Missouri corporation ("Merger Sub") and a wholly owned subsidiary of the Registrant, pursuant to an Agreement and Plan of Reorganization, dated October 27, 1996, as amended, by and between the Registrant, Merger Sub and Bancshares (the "Merger Agreement"). As a result of the Merger, each outstanding share of Bancshares Common Stock, par value $1.25 per share ("Bancshares Common Stock"), with certain specified exceptions, was converted into shares of Company Com- mon Stock pursuant to the exchange ratio (the "Exchange Ratio") set forth in the Merger Agreement. Also as a result of the Merger, shares of Bancshares Common Stock are no longer issu- able upon the exercise of options to purchase Bancshares Common Stock ("Bancshares Options") pursuant to the Plans. Instead, participants in the Plans will receive in lieu of Bancshares Common Stock that number of shares of Company Common Stock equal to the number of shares of Bancshares Common Stock issu- able immediately prior to the effective time of the Merger upon exercise of a Bancshares Option multiplied by the Exchange Ra- tio, with an exercise price for such option equal to the exer- cise price which existed under the corresponding Bancshares Option divided by the Exchange Ratio and rounded down to the nearest cent. The designation of Amendment No. 1 as Registration No. 333-23607-01 denotes that Amendment No. 1 relates only to the shares of Company Common Stock issuable pursuant to the Plans and that this is the first Post-Effective Amendment to the Form S-4 filed with respect to such shares. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed in (a) through (e) below are incorporated by reference in the registration statement. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of the filing of this registration statement and prior to the filing of a post-effective amendment that indicates that all securi- ties registered hereunder have been sold, or that de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of the filing of such documents. (a) The Company's Annual Report on Form 10-K (Com- mission File No. 1-11792) for the year ended December 31, 1996; (b) The Company's Quarterly Report on Form 10-Q (Commission File No. 1-11792) for the quarter ended March 31, 1997; (c) The Company's Current Reports on Form 8-K (Com- mission File No. 1-11792), dated April 25 and May 13, 1997; (d) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A (Commission File No. 1-11792), dated March 5, 1993, and any amendment or report filed for the purpose of updating such de- scription; and (e) The description of the Company's Preferred Share Purchase Rights contained in the Company's Registration State- ment on Form 8-A (Commission File No. 1-11792), dated March 5, 1993, and any amendment or report filed for the purpose of up- dating such description. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. The legality of the shares of Company Common Stock offered hereby has been passed upon for the Company by Jon W. Bilstrom, General Counsel and Secretary of the Company, who, as of May 20, 1997, beneficially owned 66,876 shares of Company Common Stock, which number includes shares subject to options held by Mr. Bilstrom which are currently exercisable or which become exercisable within 60 days of May 20, 1997. -2- ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 351.355(1) and (2) of The General and Busi- ness Corporation Law of the State of Missouri provide that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the cor- poration, or is or was serving at the request of the corpora- tion as a director, officer, employee or agent of another cor- poration, partnership, joint venture, trust or other enter- prise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or pro- ceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or pro- ceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of an action or suit by or in the right of the corporation, the corporation may not indem- nify such persons against judgments and fines and no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon applica- tion that such person is fairly and reasonably entitled to in- demnity for proper expenses. Section 331.355(3) provides that, to the extent that a director, officer, employee or agent of the corporation has been successful in the defense of any such action, suit or proceeding or any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably, incurred in connec- tion with such action, suit or proceeding. Section 351.355(7) provides that a corporation may provide additional indemnifica- tion to any person indemnifiable under subsection (1) or (2), provided such additional indemnification is authorized by the corporation's articles of incorporation or an amendment thereto or by a shareholder-approved bylaw or agreement, and provided further that no person shall thereby be indemnified against conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct or, as provided in Article 12 of the Restated Articles of Incorpora- tion of the Registrant, which involved an accounting for prof- its pursuant to Section 16(b) of the Exchange Act. Article 12 of the Restated Articles of Incorporation of the Registrant provides that the Registrant shall extend to -3- its directors and executive officers the indemnification speci- fied in subsections (1) and (2) and may also extend the ad- ditional indemnification authorized in subsection (7) and that it may extend to other officers, employees and agents such in- demnification and additional indemnification. Pursuant to directors' and officers' liability in- surance policies, with total annual limits of $45,000,000, the Registrant's directors and officers are insured, subject to the limits, retention, exceptions and other terms and conditions of such policy, against liability for any actual or alleged error, misstatement, misleading statement, act or omission, or neglect or breach of duty by the directors or officers of the Regis- trant, individually or collectively, or any matter claimed against them solely by reason of their being directors or of- ficers of the Registrant. ITEM 8. EXHIBITS. See Exhibit Index located at page 9 hereof. 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 regis- tration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities 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 fundamen- tal 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 in- formation in the registration statement; provided, however, that clauses (i) and (ii) do not apply if the information re- quired to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or fur- nished to the Securities and Exchange Commission by the Regis- trant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement; (2) That, for the purpose of determining any li- ability under the Securities 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 -4- such securities at that time shall be deemed to be the initial bona fide offering thereof; and (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 Secu- rities Act, each filing of the Registrant's annual report pur- suant to Section 13(a) or Section 15(d) of the Exchange 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 secu- rities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities aris- ing under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 above or otherwise, the Registrant has been advised that in the opinion of the Securi- ties and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, there- fore, unenforceable. In the event that a claim for indemnifica- tion 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 de- fense 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 control- ling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against pub- lic policy as expressed in the Securities Act and will be gov- erned by the final adjudication of such issue. -5- 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 Post-Effective Amendment No. 1 on Form S-8 to the Registrant's Registration Statement on Form S-4 to be signed on its behalf by the undersigned, there- unto duly authorized, in the City of St. Louis, State of Mis- souri, on the 20th day of May, 1997. MERCANTILE BANCORPORATION INC. By: /s/ Thomas H. Jacobsen Name: Thomas H. Jacobsen Title: Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the fol- lowing persons in the capacities indicated on the 20th day of May, 1997. Signature Title --------- ----- /s/ Thomas H. Jacobsen Chairman of the Board, Thomas H. Jacobsen President, Chief Executive Principal Executive Of- Officer and Director ficer /s/ John Q. Arnold Senior Executive John Q. Arnold Vice President and Principal Financial Of- Chief Financial Officer ficer /s/ Michael T. Normile Senior Vice President -- Michael T. Normile Finance and Control Principal Accounting Of- ficer -6- Signature Title --------- ----- * Director Harry M. Cornell, Jr. * Director William A. Hall * Director Thomas A. Hays * Director Frank Lyon, Jr. * Director Edward A. Mueller * Director Robert W. Murray * Director Harvey Saligman * Director Craig D. Schnuck Director Alvin Siteman * Director Robert L. Stark * Director Patrick T. Stokes * Director John A. Wright -7- *By: /s/ Thomas H. Jacobsen Attorney-in-Fact Thomas H. Jacobsen, by signing his name hereto, does sign this document on behalf of the persons named above, pursuant to a power of attorney duly executed by such persons and previously filed. -8- EXHIBIT INDEX Exhibit Number Description 4.1 Rights Agreement, dated as of May 23, 1988, between the Company and Mercantile Bank, as Rights Agent (in- cluding as exhibits thereto the form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock and the form of Rights Certificate), filed as Exhibits 1 and 2 to the Company's Registration Statement No. 0-6045 on Form 8-A, dated May 24, 1988, is incorporated herein by reference 5 Opinion of Jon W. Bilstrom as to the legality of the shares to be issued 23.1 Consent of KPMG Peat Marwick LLP* 23.2 Consent of Jon W. Bilstrom (Included in Exhibit 5) 24 Power of Attorney (included on signature page to the Company's Registration Statement No. 333-23607 on Form S-4 dated March 19, 1997) 99.1 Mark Twain Bancshares, Inc. 1992 Stock Option Plan, as amended February 28, 1995, filed as Exhibit 10.2 to Mark Twain Bancshares, Inc.'s Annual Report No. 0- 045043 on Form 10-K for the fiscal year ended December 31, 1995, is incorporated herein by reference 99.2 Mark Twain Bancshares, Inc. 1995 Stock Option Plan, as amended January 12, 1996, filed as Exhibit 10.3 to Mark Twain Bancshares, Inc.'s Annual Report No. 0- 045043 on Form 10-K for the fiscal year ended December 31, 1995, is incorporated herein by reference _____________________ *Filed herewith. All other exhibits were previously filed. -9- EX-23 2 EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors and Stockholders Mercantile Bancorporation Inc.: We consent to the use of our reports incorporated herein by reference in the Form S-8 Registration Statement No. 333-23607-01. /s/ KPMG Peat Marwick LLP St. Louis, Missouri May 20, 1997 -----END PRIVACY-ENHANCED MESSAGE-----