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As filed with the Securities and Exchange Commission on July 25, 2000
Registration No. 333-
---------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ENTERBANK HOLDINGS, INC.
------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 43-1706259
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 NORTH MERAMEC
CLAYTON, MISSOURI 63105
(314) 725-5500
--------------
(Address, Including Zip Code and Telephone Number,
of Principal Executive Offices)
COMMERCIAL GUARANTY BANCSHARES, INC. EMPLOYEE INCENTIVE STOCK OPTION PLAN
COMMERCIAL GUARANTY BANCSHARES, INC. NON-EMPLOYEE ORGANIZER AND DIRECTOR
INCENTIVE STOCK OPTION PLAN
-------------------------------------------------------------------------
(Full title of the plans)
Copy To:
JAMES C. WAGNER 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
--------------
(Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------- -------------------- --------------------- ---------------------- -----------------
Proposed Proposed maximum Amount of
Title of securities to be registered Amount of shares maximum offering aggregate offering registration
to be registered price per share price fee (2)
- -------------------------------------------- -------------------- --------------------- ---------------------- -----------------
Common Stock, par value $.01 per share 45,003 shares (1) $ 7.78 $ 350,123 $ 92.43
Common Stock, par value $.01 per share 57,861 shares (1) $ 9.72 $ 562,409 $ 148.48
Common Stock, par value $.01 per share 68,577 shares (1) $ 11.67 $ 800,294 $ 211.28
Common Stock, par value $.01 per share 44,684 shares (1) $ 9.72 $ 434,328 $ 114.66
Common Stock, par value $.01 per share 38,580 shares (1) $11.67 $ 450,229 $ 118.86
---------- --------- ---------
TOTAL: 254,705 shares $ 2,597,383 $ 685.71
(1) Shares are issuable upon exercise of options under the Commercial
Guaranty Bancshares, Inc. Non-Employee Organizer and Director Incentive
Stock Option Plan for the benefit of non-employee organizers and
directors of Commercial Guaranty Bancshares, Inc. and the
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Commercial Guaranty Bancshares, Inc. Employee Incentive Stock Option
Plan for the benefit of the employees of First Commercial Bank, N.A.
and The Capital Corporation, subsidiaries of Commercial Guaranty
Bancshares, Inc.
(2) Calculated in accordance with Rule 457(h).
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INTRODUCTION
This Registration Statement on Form S-8 relates to the conversion of
Commercial Guaranty Bancshares, Inc. stock options into options to purchase
Enterbank Holdings, Inc. common stock, par value $.01 per share ("Enterbank
Common Stock"). On June 23, 2000, a subsidiary of Enterbank Holdings, Inc., a
Delaware corporation ("Enterbank"), and Commercial Guaranty Bancshares, Inc., a
Kansas corporation ("CGB"), merged in accordance with the Agreement and Plan of
Merger (the "Merger Agreement"), dated January 5, 2000, as amended, by and
between Enterbank and CGB. Pursuant to the terms of the Merger Agreement, a
subsidiary of Enterbank, Enterbank Acquisition Corp. I, merged with and into CGB
(the "Merger"). As a result of the Merger, CGB became a subsidiary of Enterbank.
Each option granted by CGB to purchase shares of CGB common stock (each, a "CGB
Option") which was outstanding and unexercised immediately prior to the Merger,
ceased to represent a right to acquire shares of CGB common stock and was
converted automatically into an option to purchase shares of Enterbank Common
Stock in an amount and at an exercise price determined as follows: (a) the
number of shares of Enterbank Common Stock to be subject to the new option shall
be equal to the product of the number of shares of CGB common stock subject to
the original option, as adjusted for stock dividends and stock splits, and the
exchange ratio of 2.1429; and (b) the exercise price per share of Enterbank
Common Stock under the new option shall be equal to the exercise price per share
of CGB common stock under the original option divided by the exchange ratio of
2.1429.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
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.
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.
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, 1999 filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934,
as amended ("Exchange Act");
(b) Joint Proxy Statement/Prospectus included in
Registrant's Registration Statement on Form S-4 filed
with the Securities and Exchange Commission on April
27, 2000 (File No. 333-35744).
(c) 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
20,000,000 shares of common stock, par value $.01 per share ("Common Stock"), of
which approximately 8,968,100 shares were outstanding as of July 17, 2000.
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
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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 the
Registrant hereby will be fully paid and non-assessable when issued.
The common stock of Enterbank is not listed or traded on an exchange or
in any established public trading market. Enterbank is aware of periodic trading
activity in its stock which is reported to the Nasdaq, though there may be
transactions from time to time at prices that are not known to Enterbank.
Because Enterbank does not expect to list its common stock on any exchange or
seek quotation of its common stock on the Nasdaq in the near future, no
established public trading market for the Enterbank common stock is expected to
develop for the foreseeable future.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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
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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 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.
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"(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
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
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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 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.
Exhibit No. Description
----------- -----------
4.1 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)).
4.2 Amendment to the Certificate of
Incorporation of the Registrant
(incorporated herein by reference to
Exhibit 4.2 to the Registrant's
Registration Statement on Form S-8 dated
July 1, 1999 (File No. 333-82082)).
4.3 Amendment to the Certificate of
Incorporation of the Registrant
(incorporated herein by reference to
Exhibit 3.1 of the Registrant's Quarterly
Report on Form 10-Q for the period ended
September 30, 1999).
4.4 Bylaws of the Registrant, as amended
(incorporated herein by reference to
Exhibit 3.4 of the Registrant's Annual
Report on Form 10-K for the period ended
December 31, 1999).
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4.5 Amendment to the Bylaws of the Registrant
(incorporated herein by reference to
Exhibit 3.5 of the Registrant's Annual
Report on Form 10-K for the period ended
December 31, 1999).
*5. Opinion of Armstrong Teasdale LLP as to
the legality of the securities being
registered.
10.1 Agreement and Plan of Merger dated as of
January 5, 2000, between Registrant and
CGB (incorporated herein by reference to
the Registrant's Registration Statement on
Form S-4 filed with the Securities and
Exchange Commission on April 27, 2000
(File No. 333-35744)).
10.2 Amendment to Agreement and Plan of Merger
dated as of March 14, 2000, between
Registrant and CGB (incorporated herein by
reference to the Registrant's Registration
Statement on Form S-4 filed with the
Securities and Exchange Commission on
April 27, 2000 (File No. 333-35744)).
*10.3 Commercial Guaranty Bancshares, Inc.
Employee Incentive Stock Option Plan.
*10.4 Commercial Guaranty Bancshares, Inc.
Non-Employee Organizer and Director Stock
Option Plan.
*23.1 Consent of Armstrong Teasdale LLP
(included in Exhibit 5 hereto).
*23.2 Consent of KPMG LLP.
*24 Power of Attorney (included on page II-9
hereof).
*Filed herewith.
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:
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(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 Securities
and Exchange Commission (the "Commission") pursuant to Section
13 or Section 15(d) of the Securities and Exchange Act of 1934
(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.
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
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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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SIGNATURES - EXHIBIT 24
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 Clayton, State of Missouri, on July 19, 2000.
ENTERBANK HOLDINGS, INC. ENTERBANK HOLDINGS, INC.
By: /s/ James C. Wagner By: /s/ Fred H. Eller
------------------------- --------------------------------
James C. Wagner Fred H. Eller
Chief Financial Officer Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Enterbank
Holdings, Inc., hereby severally constitute and appoint Fred H. Eller and James
C. Wagner and each of them, our true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for each of us in our name,
place, and stead, in any and all capacities, to sign Enterbank Holdings, Inc.'s
Registration Statement on Form S-8, and any other Registration Statement
relating to the same offering, and any and all amendments thereto (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grant to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as each
of us might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or his or their substitute or
substitutes may lawfully 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 by the following persons in the
capacities indicated and on the dates indicated.
SIGNATURES TITLE DATE
- ---------- ----- ----
/s/ Fred H. Eller President, Chief Executive Officer July 19, 2000
- ------------------ and Director
Fred H. Eller
/s/ Ronald E. Henges Chairman of the Board July 19, 2000
- --------------------- of Directors
Ronald E. Henges
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SIGNATURES TITLE DATE
- ---------- ----- ----
/s/ Kevin C. Eichner Director July 19, 2000
- ---------------------
Kevin C. Eichner
/s/ Randall D. Humphreys Director July 19, 2000
- -------------------------
Randall D. Humphreys
/s/ Paul R. Cahn Director July 19, 2000
- ------------------
Paul R. Cahn
/s/ William B. Moskoff Director July 19, 2000
- ------------------------
William B. Moskoff
/s/ Birch M. Mullins Director July 19, 2000
- ---------------------
Birch M. Mullins
/s/ Robert E/ Saur Director July 19, 2000
- --------------------
Robert E. Saur
/s/ Paul L. Vogel Director July 19, 2000
- -------------------
Paul L. Vogel
/s/ James A. Williams Director July 19, 2000
- -----------------------
James A. Williams
/s/ Henry D. Warshaw Director July 19, 2000
- ---------------------
Henry D. Warshaw
/s/ James L. Wilhite Director July 19, 2000
- ---------------------
James L. Wilhite
- -------------------------- Director July 19, 2000
Ted C. Wetterau
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/s/ Michael J. DeCoursey Director July 19, 2000
- --------------------------
Michael J. DeCoursey
/s/ Richard S. Masinton Director July 19, 2000
- ------------------------
Richard S. Masinton
/s/ Ted A. Murray Director July 19, 2000
- ------------------
Ted A. Murray
/s/ Robert Ames Director July 19, 2000
- ----------------------
Robert Ames
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EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
4.1 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)).
4.2 Amendment to the Certificate of
Incorporation of the Registrant
(incorporated herein by reference to
Exhibit 4.2 to the Registrant's
Registration Statement on Form S-8 dated
July 1, 1999 (File No. 333-82082)).
4.3 Amendment to the Certificate of
Incorporation of the Registrant
(incorporated herein by reference to
Exhibit 3.1 of the Registrant's Quarterly
Report on Form 10-Q for the period ended
September 30, 1999).
4.4 Bylaws of the Registrant, as amended
(incorporated herein by reference to
Exhibit 3.4 of the Registrant's Annual
Report on Form 10-K for the period ended
December 31, 1999).
4.5 Amendment to the Bylaws of the Registrant
(incorporated herein by reference to
Exhibit 3.5 of the Registrant's Annual
Report on Form 10-K for the period ended
December 31, 1999).
*5. Opinion of Armstrong Teasdale LLP as to
the legality of the securities being
registered.
10.1 Agreement and Plan of Merger dated as of
January 5, 2000, between Registrant and
CGB (incorporated herein by reference to
the Registrant's Registration Statement on
Form S-4 filed with the Securities and
Exchange Commission on April 27, 2000
(File No. 333-35744)).
10.2 Amendment to Agreement and Plan of Merger
dated as of March 14, 2000, between
Registrant and CGB (incorporated herein by
reference to the Registrant's Registration
Statement on Form S-4 filed with the
Securities and Exchange Commission on
April 27, 2000 (File No. 333-35744)).
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*10.3 Commercial Guaranty Bancshares, Inc.
Employee Incentive Stock Option Plan.
*10.4 Commercial Guaranty Bancshares, Inc.
Non-Employee Organizer and Director Stock
Option Plan.
*23.1 Consent of Armstrong Teasdale LLP
(included in Exhibit 5 hereto).
*23.2 Consent of KPMG LLP.
*24 Power of Attorney (included on page II-9
hereof).
*Filed herewith.
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