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As filed with the Securities and Exchange Commission on February 26, 1998
Registration No. 33-80700
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
FORM S-8
Registration Statement
Under The Securities Act of 1933
HALLMARK CAPITAL CORP.
(Exact name of Registrant as Specified in its Charter)
WISCONSIN 6711 39-1762467
- ------------------------------- ------------------------- ----------------
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification
Code Number) No.)
7401 WEST GREENFIELD AVENUE
WEST ALLIS, WISCONSIN 53214
(414) 317-7100
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
HALLMARK CAPITAL CORP.
1993 STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS, AS AMENDED
AND
HALLMARK CAPITAL CORP.
1993 INCENTIVE STOCK OPTION
PLAN, AS AMENDED
(Full title of the plans)
JAMES D. SMESSAERT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HALLMARK CAPITAL CORP.
7401 W. GREENFIELD AVENUE
WEST ALLIS, WISCONSIN 53214
(414) 317-7100
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
Copies to:
TERESA M. LEVY, ESQ.
MICHAEL BEST & FRIEDRICH LLP
100 EAST WISCONSIN AVENUE
SUITE 3300
MILWAUKEE, WISCONSIN 53202
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. [x]
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CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED
SECURITIES MAXIMUM MAXIMUM AMOUNT OF
TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE OFFERING FEE
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Common Stock 144,400(2) $14.83(3) $2,141,452 $648.93
$1.00 par value
per share
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(1) Together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares reserved for issuance
pursuant to the Hallmark Capital Corp. 1993 Stock Option Plan for
Outside Directors, as amended (the "Directors' Option Plan") and the
Hallmark Capital Corp. 1993 Incentive Stock Option Plan, as amended
(the "Incentive Option Plan"), as the result of a stock split, stock
dividend or similar adjustment of the outstanding shares of Common
Stock of Hallmark Capital Corp. pursuant to Rule 416(a).
(2) Represents 43,300 shares reserved for issuance under the Directors'
Option Plan and 101,100 shares reserved for issuance under the
Incentive Option Plan.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1). The proposed maximum offering price per
share is based upon the average of the high and low prices for the
shares of Common Stock as reported on the NASDAQ National Market
System on February 23, 1998.
________________________________________________
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.
Total Number of Pages: 3
Exhibit Index on Page: 3
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REGISTRATION OF ADDITIONAL SECURITIES
This Amendment No. 1 to the Form S-8 Registration Statement is being
filed to register the additional 144,400 shares of Common Stock authorized for
issuance under the Directors' Option Plan and the Incentive Option Plan as a
result of amendments to such plans approved by shareholders of the Company on
October 30, 1997. Additional securities of the same class authorized for
issuance under the Directors' Option Plan and the Incentive Option Plan are the
subject of a Registration Statement on Form S-8 filed with the Commission on
June 24, 1994 (File No. 33-80700) (the "1994 Form S-8"). The contents of the
1994 Form S-8 are incorporated by reference herein pursuant to Instruction E of
Form S-8.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 caused
this Amendment No. 1 to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of West Allis, State
of Wisconsin on February 20, 1998.
HALLMARK CAPITAL CORP.
By: /s/ James D. Smessaert
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James D. Smessaert, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James D. Smessaert and Arthur E.
Thompson, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including pre-effective and post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them acting singly, full
power and authority to do and perform each and every act and thing necessary
and requisite to be done, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or cause to be done
by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
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/s/ James D. Smessaert President, Chief Executive Officer
- ---------------------------------- and Director (Principal Executive Officer)
James D. Smessaert
/s/ Arthur E. Thompson Chief Financial Officer and Treasurer
- ---------------------------------- (Principal Financial and Accounting
Arthur E. Thompson Officer)
/s/ Peter A. Gilbert Director
- ----------------------------------
Peter A. Gilbert
/s/ Reginald M. Hislop, III Director February 20, 1998
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Reginald M. Hislop, III
/s/ Charles E. Rickhem Director
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Charles E. Rickhem
Director
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Floyd D. Brink
/s/ Donald M. Zellmer Director
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Donald M. Zellmer
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EXHIBIT INDEX
REGULATION S-K
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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Exhibit 4.1 Hallmark Capital Corp. 1993 Stock Option Plan for Outside Directors, as amended
Exhibit 4.2 Hallmark Capital Corp. 1993 Incentive Stock Option Plan, as amended
Exhibit 5 Opinion of Michael Best & Friedrich LLP
Exhibit 23.1 Consent of KPMG Peat Marwick LLP
Exhibit 23.2 Consent of Michael Best & Friedrich LLP (included in Exhibit 5)
Exhibit 24 Power of Attorney (included as part of signature page)
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