-----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, D1A8wryQyA6NgmB+KzF5zcV8GTel8hKaNfWcjyJxMbFjwJSPqtoypeh3PpUMZfSM /HIGPV/MkkkpEqGUTQ8FwQ== 0000950114-98-000284.txt : 19980604 0000950114-98-000284.hdr.sgml : 19980604 ACCESSION NUMBER: 0000950114-98-000284 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980603 EFFECTIVENESS DATE: 19980603 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 SEC ACT: SEC FILE NUMBER: 333-55905 FILM NUMBER: 98641637 BUSINESS ADDRESS: STREET 1: 7TH & WASHINGTON TRAM 19 1 STREET 2: ONE MERCANTILE CENTER STREET CITY: ST LOUIS STATE: MO ZIP: 63101-1643 BUSINESS PHONE: 3144252525 MAIL ADDRESS: STREET 1: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166 FORMER COMPANY: FORMER CONFORMED NAME: MERCANTILE TRUST CO DATE OF NAME CHANGE: 19720229 S-8 1 FORM S-8 1 As Filed with the Securities and Exchange Commission on June 3, 1998 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- MERCANTILE BANCORPORATION INC. (Exact name of registrant as specified in charter) MISSOURI 43-0951744 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) P.O. BOX 524 ST. LOUIS, MISSOURI 63166-0524 (Address of principal executive offices) (Zip Code) ---------- MERCANTILE BANCORPORATION INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN (Full title of the plan) ---------- ------------------------------------ JON W. BILSTROM, ESQ. General Counsel Mercantile Bancorporation Inc. P. O. Box 524 St. Louis, Missouri 63166-0524 (Name and address of agent for service) Telephone: (314) 425-2525 ---------- Copy to: JOHN Q. ARNOLD ROBERT M. LAROSE, ESQ. Vice Chairman & Chief Financial Officer Thompson Coburn Mercantile Bancorporation Inc. One Mercantile Center P.O. Box 524 St. Louis, Missouri 63101 St. Louis, Missouri 63166-0524 (314) 552-6000 (314) 425-2525 CALCULATION OF REGISTRATION FEE ========================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Aggregate Registered Registered Offering Price Per Offering Price Amount of Registration Share Fee - ------------------------------------------------------------------------------------------------------------------------ Common Stock, 5,625,000 $51.03 $287,043,750 $84,677.91 $.01 par value shares ======================================================================================================================== Includes one attached Preferred Share Purchase Right per share. Estimated solely for purposes of computing the Registration Fee pursuant to the provisions of Section 457(c), based upon the average of the high and low sale prices of common stock, $0.01 par value, of the Registrant as reported on the New York Stock Exchange on June 1, 1998. The registrant previously paid $26,250.20 on February 1, 1995 in connection with the Registrant's Registration Statement on Form S-8 (File No. 33-57543) to register 3,375,000 shares (adjusted to give effect to a three for two stock split on September 10, 1997) of Mercantile Bancorporation Inc. common stock to be issued pursuant to the Mercantile Bancorporation Inc. 1994 Stock Incentive Plan (the "Plan"). This filing is solely to register 5,625,000 additional shares which may be issued pursuant to that Plan, as amended.
2 The undersigned Registrant hereby files this Registration Statement on Form S-8 (the "Registration Statement") to register an additional 5,625,000 shares of Mercantile Bancorporation Inc. ("Mercantile" or the "Company") common stock, $0.01 par value, and attached Preferred Share Purchase Rights of Mercantile, for issuance to optionees under the Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan. The registrant previously paid $26,250.20 on February 1, 1995 in connection with its Registration Statement on Form S-8 (File No. 33-57453) to register 3,375,000 shares of Mercantile common stock to be issued pursuant to the Mercantile Bancorporation Inc. 1994 Stock Incentive Plan (the "Plan"). This filing is solely to register additional shares which may be issued pursuant to that Plan, as amended. All share numbers herein have been adjusted to reflect a three for two stock split effective September 10, 1997. Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents filed by the Company with the Securities and Exchange Commission under the Securities Exchange Act of 1934 are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1997. (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998. (c) The Company's Current Reports on Form 8-K dated January 16, 1998 and February 3, 1998. (d) The description of the Company's Common Stock set forth in Item 1 of the Company's Registration Statement on Form 8-A, dated March 5, 1993, and any amendment or report filed for the purpose of updating such description. (e) The description of the Company's Preferred Share Purchase Rights set forth in Item 1 of the Company's Registration Statement on Form 8-A, dated March 5, 1993, and any amendment or report filed for the purpose of updating such description. Such incorporation by reference shall not be deemed to incorporate by reference the information referred to in Item 402(a)(8) of Regulation S-K. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date any such document is filed. The information relating to the Company contained in this Registration Statement does not purport to be complete and should be read together with the information in the documents incorporated by reference herein. Any statement contained herein or in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a subsequent statement contained herein or in any other subsequently filed document incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. Where any document or part thereof is incorporated by reference in the Registration Statement, the Company will provide without charge to each person to whom a Prospectus with respect to the Plan is delivered, upon written or oral request of such person, a copy of any and all of the information incorporated by reference in the Registration Statement, excluding exhibits unless such exhibits are specifically incorporated by reference. -2- 3 Item 6. Indemnification of Directors and Officers. ----------------------------------------- Sections 351.355(1) and (2) of The General and Business 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 corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding 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 proceeding, 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 indemnify 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 application that such person is fairly and reasonably entitled to indemnity for proper expenses. Section 351.355(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 connection with such action, suit or proceeding. Section 351.355(7) provides that a corporation may provide additional indemnification 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 which involved an accounting for profits pursuant to Section 16(b) of the Securities Exchange Act of 1934. Article 12 of the Restated Articles of Incorporation of the Registrant provides that the Registrant shall extend to its directors and executive officers the indemnification specified in subsections (1) and (2) and the additional indemnification authorized in subsection (7) and that it may extend to other officers, employees and agents such indemnification and additional indemnification. Pursuant to directors' and officers' liability insurance policies, with total annual limits of $30,000,000, 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 Registrant, individually or collectively, or any matter claimed against them solely by reason of their being directors or officers of the Registrant. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to such 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 such Act and is therefore unenforceable. Item 8. Exhibits. -------- See Exhibit Index located at page 8 hereof. -3- 4 Item 9. Undertakings. ------------ (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers and sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof), which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or 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 Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) 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. -4- 5 SIGNATURES 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 St. Louis, State of Missouri, on June 1, 1998. MERCANTILE BANCORPORATION INC. By /s/ Thomas H. Jacobson ---------------------------------------------- Thomas H. Jacobsen, Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY ----------------- We, the undersigned officers and directors of Mercantile Bancorporation Inc., hereby severally and individually constitute and appoint Thomas H. Jacobsen and John Q. Arnold, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Registration Statement on Form S-8 relating to the Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ Thomas H. Jacobson Chairman of the Board, June 1, 1998 - ------------------------------ President and Chief Executve Thomas H. Jacobsen Officer Principal Executive Officer /s/ John Q. Arnold Vice Chairman and June 1, 1998 - ------------------------------ Chief Financial Officer John Q. Arnold Principal Financial Officer /s/ Michael T. Normile Senior Vice President - Finance June 1, 1998 - ------------------------------ and Control Michael T. Normile Principal Accounting Officer -5- 6 /s/ Richard E. Beumer Director June 1, 1998 - ------------------------------ Richard E. Beumer /s/ Harry M. Cornell, Jr. Director June 1, 1998 - ------------------------------ Harry M. Cornell, Jr. /s/ Dr Henry Givens, Jr. Director June 1, 1998 - ------------------------------ Dr. Henry Givens, Jr. /s/ William A. Hall Director June 1, 1998 - ------------------------------ William A. Hall /s/ Frank Lyon, Jr. Director May 19, 1998 - ------------------------------ Frank Lyon, Jr. /s/ Robert W. Murray Director June 1, 1998 - ------------------------------ Robert W. Murray /s/ Harvey Saligman Director June 1, 1998 - ------------------------------ Harvey Saligman /s/ Craig D. Schnuck Director June 1, 1998 - ------------------------------ Craig D. Schnuck /s/ Alvin J. Siteman Director June 1, 1998 - ------------------------------ Alvin J. Siteman /s/ Patrick T. Stokes Director June 1, 1998 - ------------------------------ Patrick T. Stokes /s/ John A. Wright Director June 1, 1998 - ------------------------------ John A. Wright
-6- 7 EXHIBIT INDEX -------------
Exhibit No. - ----------- 4.1 Form of Indenture Regarding Subordinated Securities between the Company and The First National Bank of Chicago, Trustee, filed as Exhibit 4.1 to the Company's Report on Form 8-K dated September 24, 1992, is incorporated herein by reference. 4.2 Rights Agreement dated as of May 23, 1988 between the Company and Mercantile Bank, as Rights Agent (including as exhibits thereto the form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock and the form of Right 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. 4.3 Form of Indenture Regarding Senior Debt Securities, filed as Exhibit 4.1 to the Company's Registration Statement on Form S-3 (No. 333-25775), is incorporated herein by reference. 4.4 Form of Indenture Regarding Subordinated Debt Securities, filed as Exhibit 4.2 to the Company's Registration Statement on Form S-3 (No. 333-25775), is incorporated herein by reference. 4.5 Indenture, dated February 4, 1997, First Supplemental Indenture, dated February 4, 1997, and Supplemental Indenture of First Supplemental Indenture, dated May 22, 1997, between the Company, as issuer, and The Chase Manhattan Bank, as Indenture Trustee, filed as Exhibits 4.5, 4.6 and 4.12, respectively, to the Company's Registration Statement on Form S-4 (No. 333-25131), are incorporated herein by reference. 5.1 Opinion of Thompson Coburn as to the legality of the securities being registered. 10.1 Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan, filed as Exhibit G to the Company's Registration Statement on Form S-4 (No. 333-23607), is incorporated herein by reference. 23.1 Consent of KPMG Peat Marwick LLP with regard to use of its report on the Company's financial statements. 23.3 Consent of Thompson Coburn (included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page hereto).
-7- EX-5.1 2 OPINION RE LEGALITY 1 June 3, 1998 Mercantile Bancorporation Inc. P.O. Box 524 St. Louis, Missouri 63166-0524 Re: Form S-8 5,625,000 Shares of Mercantile Bancorporation Inc. Common ------------------------------------------------------------------ Stock, $0.01 Par Value, and attached Preferred Share Purchase Rights -------------------------------------------------------------------- Ladies and Gentlemen: We refer you to the Registration Statement on Form S-8 filed by Mercantile Bancorporation Inc. (the "Company") on June 3, 1998 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, pertaining to the proposed issuance by the Company of up to 5,625,000 shares of the Company's common stock, $0.01 par value (the "Shares"), and attached Preferred Share Purchase Rights of the Company, for issuance to optionees under the Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan (the "Plan"). In rendering the opinions set forth herein, we have examined such corporate records of the Company, such laws and such other information as we have deemed relevant, including the Company's Restated Articles of Incorporation and Bylaws, as amended and currently in effect, the resolutions adopted by the Company's Board of Directors relating to the Plan, certificates received from state officials and statements we have received from officers and representatives of the Company. In delivering this opinion, we assumed: the genuineness of all signatures; the authenticity of all documents submitted to us as originals; the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies; the authenticity of the originals of all such latter documents; and the correctness of statements submitted to us by officers and representatives of the Company. Based only on the foregoing, we are of the opinion that: 1. The Company has been duly incorporated and is validly existing under the laws of the State of Missouri; and 2. The Shares to be issued by the Company pursuant to the Registration Statement, when issued by the Company in accordance with the Plan, will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Thompson Coburn EX-23.1 3 CONSENT OF EXPERT 1 Independent Auditors' Consent The Board of Directors and Stockholders Mercantile Bancorporation Inc.: We consent to the incorporation by reference in the registration statement on Form S-8 of Mercantile Bancorporation Inc. of our report dated January 21, 1998, with respect to the consolidated balance sheets of Mercantile Bancorporation Inc. and subsidiaries as of December 31, 1997, 1996, and 1995, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1997, which is incorporated by reference in the Form S-8 of Mercantile Bancorporation Inc. dated June 3, 1998. /s/ KPMG Peat Marwick LLP St. Louis, Missouri June 3, 1998 -----END PRIVACY-ENHANCED MESSAGE-----