AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1999
REGISTRATION NO. 333-75261
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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AMCORE FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA 36-3183870
State or other jurisdiction of (IRS employer
incorporation or organization) identification number)
501 Seventh Street
Rockford, Illinois 61104
(815) 968-2241
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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AMCORE STOCK OPTION ADVANTAGE PLAN
(Full Title of the Plan)
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JOHN R. HECHT
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
AMCORE FINANCIAL, INC.
501 SEVENTH STREET
ROCKFORD, ILLINOIS 61104
(815)968-2241
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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WITH COPY TO:
WILLIAM R. KUNKEL
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 W. Wacker Drive, Suite 2100
Chicago, Illinois 60601
(312) 407-0700
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Post-Effective Amendment No. 1 to Registration Statement on Form
S-8 (File No. 333-75261) is filed to disclose the Amended and Restated
AMCORE Stock Option Advantage Plan. The Registrant will provide the
documents containing the information specified in Part I as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission") and the instructions
to Form S-8, the Registrant is not filing such documents with the
Commission either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. TINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC").
You may read and copy any document we file at the SEC's public reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered to be part of this Registration Statement, and
later information filed with the SEC will update and supercede this
information. We incorporate by reference the documents listed below and
any future filings made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Exchange Act:
o Annual Report on Form 10-K for the year ended December 31, 1998;
o Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999 and June 30, 1999; and
o The description of the Common Stock (including share purchase
rights) contained in our registration statements filed pursuant
to Section 12 of the Exchange Act, including any amendment or
report filed before or after this prospectus for the purpose of
updating such description.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
AMCORE Financial, Inc.
500 Seventh Street
Rockford, Illinois 61104
(815) 968-2241
Item 2. DESCRIPTION OF SECURITIES.
Not applicable.
Item 3. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 4. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is required, pursuant to its Articles of Incorporation,
to indemnify all persons who may be indemnified under Nevada law to the
fullest extent permitted by such law. Generally, under Nevada law, a
corporation may indemnify officers, directors, employees and agents of a
corporation against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
them in connection with any threatened, pending or completed civil,
criminal, administrative or investigative proceeding (other than
derivative actions) if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action, they had no
reasonable cause to believe their conduct was unlawful. With respect to
derivative actions, officers, directors, employees and agents of a
corporation may be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by them in connection with the
defense or settlement of such action if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no such indemnification may be
made in respect of any claim as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent
that the court in which the action was brought determines that such person
is entitled to indemnification despite the adjudication of liability. To
the extent that an officer, director, employee or agent is successful on
the merits or otherwise in defense of any action, suit or proceeding
referred to above, the corporation shall indemnify such officer, director,
employee or agent against expenses (including attorneys' fees) actually
and reasonably incurred in connection therewith.
The Company's Articles of Incorporation permits the Company to
purchase and maintain insurance or make other financial arrangements to
insure its directors, officers, employees and agents against liabilities,
whether or not the Company is permitted to indemnify against such
liabilities.
As permitted by Nevada law, the Company's Articles of Incorporation
eliminates, to the fullest extent permitted by Nevada law, the personal
liability of directors and officers to the Company for breaches of
fiduciary duty. Under the Company's Articles of Incorporation, directors
and officers are not indemnified for acts or omissions involving
intentional misconduct, fraud or a knowing violation of law or for
violations of Section 78.300 of the Nevada General Corporation Law
regarding unlawful payment of dividends.
The Company has entered into indemnification contracts (the
"Indemnification Agreements") with its directors and officers. The
Indemnification Agreements provide for indemnification of directors and
officers to the fullest extent permitted by law. These agreements cover
all expenses, judgments, fines and penalties incurred and amounts paid in
settlement in connection with investigating, defending, being a witness or
participating in or preparing to defend, be a witness in or participate in
any threatened, pending or completed action, suit or proceeding or any
inquiry or investigation, whether civil, criminal, administrative or
otherwise, related to the fact that such director or officer was a
director or officer, employee, agent or fiduciary of the company or was
serving as such at the request of the Company. The Indemnification
Agreements imposed upon the Company the burden of proving that the
director or officer is not entitled to indemnification.
Item 5. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 6. EXHIBITS.
A list of exhibits is set forth on the Exhibit Index which
immediately precedes the exhibits and which is incorporated by reference
herein.
Item 7. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(2) 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; and
(3) 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) and (a)(2) do not apply if 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 by the Company pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities 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.
(c) 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.
(d) That, for purposes of determining any liability under the
Securities 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.
(e) Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
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 has been signed on its behalf by the
undersigned, thereunto duly authorized in the City of Rockford, State of
Illinois, on this 30th day of September, 1999.
AMCORE FINANCIAL, INC.
By: /s/ John R. Hecht
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John R. Hecht
Executive Vice President and Chief
Financial Officer
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 date set forth above.
SIGNATURE TITLE
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/s/ Robert J. Meuleman Director, President and Chief Executive
----------------------------- Officer (principal executive officer)
Robert J. Meuleman
/s/ John R. Hecht Executive Vice President and Chief
----------------------------- Financial Officer (principal financial
John R. Hecht officer and principal accounting officer)
* Director
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Milton R. Brown
* Director
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Carl J. Dargene
* Director
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Richard C. Dell
* Director
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Paul Donovan
* Director
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Lawrence E. Gloyd
* Director
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John A. Halbrook
* Director
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Frederick D. Hay
* Director
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William R. McManaman
* Director
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Ted Ross
* Director
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Jack D. Ward
* Director
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Gary L. Watson
* /s/ John R. Hecht
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John R. Hecht, as Attorney in Fact
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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4.1 Amended and Restated AMCORE Stock Option Advantage Plan
(filed herewith).
4.2 Rights Agreement, dated February 21, 1996, between
AMCORE Financial, Inc. and Firstar Trust Company
(incorporated by reference to the Company's Form 8- K as
filed with the Commission on February 28, 1996).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom
(Illinois) regarding the legality of the securities
being registered (incorporated by reference to the
Company's Form 8-K as filed with the Commission on March
30, 1999).
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom
(Illinois) (contained in Exhibit 5.1 hereto)
(incorporated by reference to the Company's Form 8-K as
filed with the Commission on March 30, 1999).
24.1 Power of Attorney relating to subsequent amendments
(incorporated by reference to the Company's Form 8- K as
filed with the Commission on March 30, 1999).