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As filed with the Securities and Exchange Commission on July 1, 1999
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ENTERBANK HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 43-1706259
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 NORTH MERAMEC
CLAYTON, MISSOURI 63105
(314) 725-5500
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(Address, Including Zip Code and Telephone Number,
of Principal Executive Offices)
OPTIONS GRANTED UNDER THE AGREEMENT BETWEEN ENTERBANK HOLDINGS, INC.,
ENTERPRISE BANK, AND MONETA GROUP INVESTMENT ADVISORS, INC.
ENTERBANK HOLDINGS, INC. NON-QUALIFIED INCENTIVE STOCK OPTION PLAN
ENTERBANK HOLDINGS, INC. FOURTH INCENTIVE STOCK OPTION PLAN
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(Full title of the plans)
Copy To:
FRED H. ELLER DAVID W. BRASWELL
ENTERBANK HOLDINGS, INC. ARMSTRONG TEASDALE LLP
150 NORTH MERAMEC ONE METROPOLITAN SQUARE; SUITE 2600
CLAYTON, MISSOURI 63105 ST. LOUIS, MISSOURI 63102-2740
(314) 725-5500 (314) 621-5070
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(Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed maximum Amount of
Title of securities to be registered Amount of shares maximum offering aggregate offering registration
to be registered<F1> price per share<F2> price<F2> fee
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Common Stock, par value $.01 per share 30,600 shares <F3> $31.00 $1,024,860 $ 284.91
Common Stock, par value $.01 per share 166,940 shares <F4> $42.00 $7,011,480 $1,949.19
Common Stock, par value $.01 per share 23,000 shares <F5> $30.00 $690,000 $ 191.82
Common Stock, par value $.01 per share 5,000 shares <F6> $31.00 $155,000 $ 43.09
Common Stock, par value $.01 per share 7,000 shares <F7> $42.00 $294,000 $ 81.73
Common Stock, par value $.01 per share 200,000 shares <F8> $42.00 $8,400,000 $2,335.20
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TOTAL: 435,000 shares $17,575,340 $4,885.94
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<FN>
<F1> Plus such additional indeterminate number of shares as may be issuable
pursuant to the anti-dilution provisions of the Plans.
<F2> Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(c) and 457(h) and based on
the maximum price at which the options may be exercised as determined by
the Board of Directors of the Registrant.
<F3> Represents 33,060 shares issued at $31.00 per share to designated
individuals pursuant to the agreement between Enterbank Holdings, Inc.,
Enterprise Bank, and Moneta Group Investment Advisors, Inc., hereafter
referred to as the "Moneta Agreement", through which Moneta Group is able
to earn options for referring business to Enterbank Holdings, Inc. or
subsidiaries thereof.
<F4> Represents 166,940 shares issuable upon the exercise of stock options
issued to designated individuals pursuant to the agreement between
Enterbank Holdings, Inc., Enterprise Bank, and Moneta Group Investment
Advisors, Inc., hereafter referred to as the "Moneta Agreement", through
which Moneta Group is able to earn options for referring business to
Enterbank Holdings, Inc. or subsidiaries thereof. A price of $42.00 per
share was used as this is the last known trade to the Company as of the
filing date of this document.
<F5> Represents 23,000 shares issued at $30.00 per share pursuant to the
Enterbank Holdings, Inc. Non-qualified Incentive Stock Option Plan for
the benefit of the employees of Enterprise Financial Advisors, the
financial planning and trust divisions of Enterprise Bank.
<F6> Represents 5,000 shares issued at $31.00 per share pursuant to the
Enterbank Holdings, Inc. Non-qualified Incentive Stock Option Plan for
the benefit of the employees of Enterprise Financial Advisors, the
financial planning and trust divisions of Enterprise Bank.
<F7> Represents 7,000 shares issuable upon the exercise of stock options
issued pursuant to the Enterbank Holdings, Inc. Non-qualified Incentive
Stock Option Plan for the benefit of the employees of Enterprise
Financial Advisors, the financial planning and trust divisions of
Enterprise Bank. A price of $42.00 per share was used as this is the
last known trade to the Company as of the filing date of this document.
<F8> Represents 200,000 shares issuable upon the exercise of stock options
issued pursuant to the Enterbank Holdings, Inc. Fourth Incentive Stock
Option Plan. A price of $42.00 per share was used as this is the last
known trade to the Company as of the filing date of this document.
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INTRODUCTION
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This Registration Statement on Form S-8 is filed by Enterbank Holdings,
Inc., a Delaware corporation (the "Registrant"), relating to shares of its
common stock, par value $.01 per share ("Common Stock"), issuable pursuant to
(1) the agreement between Enterbank Holdings, Inc., Enterprise Bank, and
Moneta Group Investment Advisors, Inc., hereafter referred to as the "Moneta
Agreement", through which designated employees of Moneta Group are able to
earn options for referring business to Enterbank Holdings, Inc. or
subsidiaries thereof, (2) the Enterbank Holdings, Inc. Non-Qualified
Incentive Stock Option Plan for the benefit of the employees of Enterprise
Financial Advisors, the financial planning and trust division of Enterprise
Bank, and (3) the Enterbank Holdings, Inc. Fourth Incentive Stock Option
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
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Information required by Item 1 of Part I of Form S-8 to be contained
in the Section 10(a) prospectus is omitted from this Registration Statement
in accordance with Rule 428 under the Securities Act of 1933, as amended
("1933 Act"), and the Note to Part I of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
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Information required by Item 2 of Part I of Form S-8 to be contained
in the Section 10(a) prospectus is omitted from this Registration Statement
in accordance with Rule 428 under the 1933 Act and the Note to Part I of Form
S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents, which previously have been filed by the
Registrant with the Securities and Exchange Commission ("Commission"), are
incorporated herein by reference and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as
amended ("Exchange Act");
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end
of the fiscal year covered by the Form 10-K;
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities offered
hereunder then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing such documents.
Any statement contained herein or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be 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 amended, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
The authorized capital stock of the Registrant consists of
3,500,000 shares of common stock, par value $.01 per share ("Common Stock"),
of which approximately 2,380,212 shares were outstanding as of July 1, 1999.
Holders of shares of Common Stock are entitled to receive
dividends as may from time to time be declared by the Board of Directors of
the Registrant out of funds legally available therefore. Holders of Common
Stock are entitled to one vote per share on all matters on which the holders
of Common Stock are entitled to vote and may cumulate their votes in any
election of directors. Holders of Common Stock have no preemptive,
conversion, redemption or sinking fund rights. In the event of a
liquidation, dissolution or winding up of the Registrant, holders of Common
Stock are entitled to share ratably in the assets of the Registrant, if any,
remaining after payment of all debts and liabilities of the Registrant. The
shares of Common Stock offered by
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the Registrant hereby will be fully paid and non-assessable when issued.
There is no established public trading market for the Common Stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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The Registrant's By-Laws provide that each person who was or is
made a party to, or is involved in, any action, suit, or proceeding by reason
of the fact that such person is or was a director or officer of the
Registrant will be indemnified and held harmless by the Registrant to the
full extent authorized by the Delaware General Corporation Law.
Section 145 of the Delaware General Corporation Law provides as
follows:
"INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE
"(a) 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, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that such person 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 (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person 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 such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person 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 reasonable cause to believe
that such person's conduct was unlawful.
"(b) A corporation may indemnify any person who was or is
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person 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 (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be
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made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
"(c) To the extent that a present or former director or
officer of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and
(b) of this section, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
"(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the present or former director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct
set forth in subsections (a) and (b). Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors,
even though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion,
or (4) by the stockholders.
"(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative, or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that such person is
not entitled to be indemnified by the corporation as authorized in this
section. Such expenses (including attorneys' fees) incurred by former
directors and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the corporation deems appropriate.
"(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall not
be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any by law,
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office.
"(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who 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 any liability
asserted against such person and incurred by such person in any such
capacity, or arising out of
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such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under this section.
"(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect
to the resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence had
continued.
"(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in
good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests
of the corporation" as referred to in this section.
"(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of a person.
"(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise the Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees)."
Pursuant to the Registrant's Certificate of Incorporation, no
director of the Registrant shall be personally liable to the Registrant or
its stockholders for monetary damages for any breach of fiduciary duty as a
director. The Certificate of Incorporation further provides, however, that a
director shall be liable to the extent provided by applicable law (i) for any
breach
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of the director's duty of loyalty to the Registrant or its stockholders; (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) pursuant to Section 174 of the Delaware
General Corporation Law; or (iv) for any transaction from which such director
derived an improper personal benefit. No amendment or repeal of this provision
in the Certificate of Incorporation may adversely affect any right or
protection of any director of the Registrant existing at the time of such
amendment or repeal for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.
The Registrant may purchase and maintain, and currently does so
maintain, insurance on behalf of its officers and directors against liability
asserted against any of them and incurred by them in such capacity, or
arising out of their status as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit No. Description
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4 Certificate of Incorporation of Enterbank Holdings, Inc. incorporated
herein by reference from Exhibit 3.1 to the Form S-1 dated December 19,
1996 (File No. 333-14737).
4.1 Bylaws of Enterbank Holdings, Inc. incorporated herein by reference from
Exhibit 3.2 to the Form S-1 dated December 19, 1996 (File No. 333-14737).
<F*>4.2 Amendment to the Certificate of Incorporation as approved by the
shareholders of the Company on April 28, 1999. The Company subsequently
notified the Delaware Secretary of State of the Amendment.
<F*>5 Opinion of Armstrong Teasdale LLP as to the legality of the securities
being registered.
10.1 Agreement between Enterbank Holdings, Inc., Enterprise Bank, and Moneta
Group Investment Advisors, Inc. incorporated herein by reference from
Exhibit 10 to the Form 10-Q for the period ended September 30, 1997
(File No. 000-24131).
10.2 Enterbank Holdings, Inc. Non-Qualified Plan for the benefit of the
employees of Enterprise Financial Advisors
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incorporated herein by reference to the 1998 Proxy Statement on Form 14-A
(File No. 000-24131).
<F*>10.3 Enterbank Holdings, Inc. Fourth Incentive Stock Option Plan
<F*>23.1 Consent of Armstrong Teasdale, LLP (included in Exhibit 5 hereto).
<F*>24 Power of Attorney (reference is made to page II-8 hereof).
<FN>
<F*>Filed herewith.
ITEM 9. UNDERTAKINGS.
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(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 Securities Act of 1933, as amended
(the "1933 Act");
(ii) to reflect in the prospectus any facts or event
arising after the effective date of this
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
this registration statement; and
(iii) to include any material information with respect
to the plan of distribution not previously
disclosed in this registration statement or any
material change to such information in this
registration statement; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if this registration
statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in
a post-effective amendment by those paragraphs is
contained in periodic reports filed with or
furnished to the Commission pursuant to Section
13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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.
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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
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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 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 as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
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