-----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, R+cXcjbjzL7YXTTxs+5WwGX1xfdLsfgCqr9ruXN5P81Ks0M+k56cnjngaYC9VFYA W6DbzmiWOpAqgC4GphQKeg== 0000946275-00-000026.txt : 20000203 0000946275-00-000026.hdr.sgml : 20000203 ACCESSION NUMBER: 0000946275-00-000026 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000128 EFFECTIVENESS DATE: 20000128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANDMARK BANCSHARES INC CENTRAL INDEX KEY: 0000915800 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 481142260 STATE OF INCORPORATION: KS FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-95571 FILM NUMBER: 515346 BUSINESS ADDRESS: STREET 1: CENTRAL & SPRUCE STS CITY: DODGE CITY STATE: KS ZIP: 67801 BUSINESS PHONE: 3162278111 MAIL ADDRESS: STREET 2: CENTRAL & SPRUCE STREETS CITY: DODGE CITY STATE: KS ZIP: 67801 S-8 1 FORM S-8 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 ------------------------------ Landmark Bancshares, Inc. ------------------------------ (Exact name of Registrant as specified in its charter) Kansas 48-1142260 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Central & Spruce Streets Dodge City, Kansas 67801 ------------------------------ (Address of principal executive offices) Landmark Bancshares, Inc. Stock Option Agreements ------------------------------------------------- (Full Title of the Plan) 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)
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) - ------------- -------------- --------------- ------ --------- Common Stock $0.10 par value per share 30,532 shares (2) $585,906 $154.68 ======================== =================== ====================== ======================= ========================
(1) The maximum number of shares of common stock issuable upon awards to be granted under the Landmark Bancshares, Inc. Stock Option Agreements (the "Plan") consists of 30,532 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 30,532 shares are being registered hereby, of which 2,053 shares are under option at an exercise price of $23.625 per share ($48,502 in the aggregate), 10,000 shares are under option at an exercise price of $23.25 ($232,500 in the aggregate), and 18,479 shares are under option at an exercise price of $16.50 ($304,904 in the aggregate), for a total offering of $585,906. 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. 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 30,532 shares of Landmark Bancshares, Inc. (the "Company" or "Registrant") common stock, $.10 par value per share (the "Common Stock") issuable to employees, officers and directors of the Registrant or its subsidiary as compensation for services in accordance with the Landmark Bancshares, Inc. Stock Option Agreements (the "Plan"). Documents containing the information required by Part I of this Registration Statement will be sent or given to participants in the Plan 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 January 4, 1994 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; and (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 January 4, 1994. 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 Item 5. Interests of Named Experts and Counsel. - ------ Not Applicable 2 Item 6. Indemnification of Directors and Officers. - -------------------------------------------------- Section 17-6305 of the Kansas General Corporation Code authorizes a corporation such as the Registrant to indemnify officers, directors, employees and agents under certain circumstances. Section 17-6305 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 10 of the Registrant's Articles of Incorporation provides for indemnification. Section 6002(b)(8) of the Kansas General Corporation Code allows for the limitation of liability of directors. Article 9 of the Registrant's Articles of Incorporation provides for the limitation of liability of directors. The Registrant believes that these provisions assist the Registrant in, among other things, attracting and retaining qualified persons to serve the Registrant and its subsidiary. However, a result of such provisions could be to increase the expenses of the Registrant and effectively reduce the ability of stockholders to sue on behalf of the Registrant since certain suits could be barred or amounts that might otherwise be obtained on behalf of the Registrant could be required to be repaid by the Registrant to an indemnified party. Additionally, the Company has in force a Directors and Officers Liability Policy underwritten by CNA Insurances Co. with a $5.0 million aggregate limit of liability and an aggregate deductible of $50,000 per loss both for claims directly against officers and directors and for claims where the Company is required to indemnify directors and officers. Insofar as indemnification for liabilities arising under the Securities Act of 1933 ("1933 Act") may be permitted to directors, officers, or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed. - ------ Not Applicable Item 8. Exhibits. - ------ For a list of all exhibits filed or included as part of this Registration Statement, see "Index to Exhibits" at the end of this Registration Statement. Item 9. Undertakings. - ------ (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) To include any prospectus required by Section 10(a)3) of the 1933 Act; 3 (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 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 Dodge City in the State of Kansas, as of January 28, 2000. Landmark Bancshares, Inc. By: /s/ Larry Schugart ------------------------------------- Larry Schugart President and Chief Executive Officer (Duly Authorized Representative) POWER OF ATTORNEY We, the undersigned directors and officers of Landmark Bancshares, Inc. do hereby severally constitute and appoint Larry Schugart 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 Larry Schugart may deem necessary or advisable to enable Landmark Bancshares, Inc. 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 Larry Schugart 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. /s/ Larry Schugart /s/ David H. Snapp - ------------------------------------------------ ---------------------------- Larry Schugart David H. Snapp President, Chief Executive Officer, and Director Director (Principal Executive Officer and Principal Financial and Accounting Officer) Date: January 28, 2000 Date: January 28, 2000 /s/ Richard A. Ball /s/ Jim W. Lewis - ------------------------------------------------ ---------------------------- Richard A. Ball Jim W. Lewis Director Director Date: January 28, 2000 Date: January 28, 2000 /s/ C. Duane Ross - ------------------------------------------------ C. Duane Ross Chairman of the Board Date: January 28, 2000 INDEX TO EXHIBITS Exhibit Description ------- ----------- 4.1 Landmark Bancshares, Inc. Form of Stock Option Agreement 4.2 Form of Stock Award Tax Notice 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 Regier Carr & Monroe, L.L.P. 24 Reference is made to the Signatures section of this Registration Statement for the Power of Attorney contained therein EX-4.1 2 EXHIBIT 4.1 EXHIBIT 4.1 LANDMARK BANCSHARES, INC. FORM OF STOCK OPTION AGREEMENT LANDMARK BANCSHARES, INC. STOCK OPTION AGREEMENT This Agreement constitutes the award of STOCK OPTIONS for a total of __________ shares of Common Stock, par value $.10 per share, of Landmark Bancshares, Inc. (the "Corporation"), to __________ (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 Landmark 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. "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, par value $0.10 per share, of the Corporation, or any successor or parent corporation thereto. "Corporation" shall mean Landmark Bancshares, Inc., the parent corporation for the Bank, or any predecessor or Parent thereof. "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. "Date of Grant" shall mean ________________, 1996. A-1 "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 ______________________. "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. Option Price. The Option exercise price is $________ 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 Exercise. This Option shall be immediately exercisable as of the Date of Grant for a period of not more that ten years thereafter, as noted herein. (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); A-2 (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. 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). A-3 (b) Change in Control. In the event of such a change in control or imminent change in control, the Participant shall, at the discretion of the Committee, be entitled to receive cash in an amount equal to the fair market value of the Common Stock subject to any Stock Option over the Option Price of such Shares, in exchange for the surrender of such Options by the Participant on that date in the event of a change in control or imminent change in control of the Corporation. For purposes of the Agreement, "change in control" shall mean: (i) the execution of an agreement for the sale of all, or a material portion, of the assets of the Corporation; (ii) the execution of an agreement for a merger or recapitalization of the Corporation or any merger or recapitalization whereby the Corporation is not the surviving entity; (iii) a change of 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. ?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. For purposes of the Agreement, "imminent change in control" shall refer to any offer or announcement, oral or written, by any person or persons acting as a group, to acquire control of the Corporation. The decision of the Committee as to whether a change in control or imminent change in control has occurred shall be conclusive and binding. (c) 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 (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 A-4 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__________________ 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. 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. A-5 (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 Kansas, except to the extent that federal law shall be deemed to apply. (i) Administration. All decisions, determinations and interpretations of the Committee 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 This Agreement is hereby executed between the parties as of ____________, 1996 LANDMARK BANCSHARES, INC. By: _________________________ Attest: ______________________________ [SEAL] ACCEPTED: _________________________ PARTICIPANT EX-4.2 3 EXHIBIT 4.2 EXHIBIT 4.2 FORM OF STOCK AWARD TAX NOTICE TAX ISSUES RELATED TO EXERCISE OF STOCK OPTIONS This memorandum reviews the tax effects upon the exercise of "Non-Incentive Stock Options" ("NSOs"). 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. 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. EX-5.1 4 EXHIBIT 5.1 EXHIBIT 5.1 OPINION OF MALIZIA SPIDI & FISCH, PC AS TO THE VALIDITY OF THE COMMON STOCK BEING REGISTERED 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 Landmark Bancshares, Inc. Central & Spruce Streets Dodge City, Kansas 67801 RE: Registration Statement on Form S-8: ---------------------------------- Landmark Bancshares, Inc. Stock Option Agreements Gentlemen: We have acted as special counsel to Landmark Bancshares, Inc., a Kansas 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 30,532 shares of common stock, par value $.10 per share (the "Common Stock") of the Company which may be issued upon the exercise of options granted or which may be granted under the Landmark Bancshares, Inc. Stock Option Agreements (the "Plan"), 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 Plan 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 ----------------------------------- Malizia Spidi & Fisch, PC EX-23.1 5 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF MALIZIA SPIDI & FISCH, PC (APPEARS IN THEIR OPINION FILED AS EXHIBIT 5.1) EX-23.2 6 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF REGIER CARR & MONROE, L.L.P. [LETTERHEAD OF REGIER CARR & MONROE, L.L.P.] INDEPENDENT ACCOUNTANTS' CONSENT The Board of Directors and Stockholders Landmark Bancshares, Inc. Central & Spruce Streets Dodge City, Kansas 67801 We consent to the incorporation by reference in this Registration Statement of Landmark Bancshares, Inc. on Form S-8 of our report dated October 28, 1999 incorporated by reference in the Annual Report on Form 10-K of Landmark Bancshares, Inc. for the year ended September 30, 1999. /s/ Regier Carr & Monroe, L.L.P. -------------------------------- Regier Carr & Monroe, L.L.P. January 24, 2000 Wichita, Kansas -----END PRIVACY-ENHANCED MESSAGE-----