As filed with the Securities and Exchange Commission on May 25, 1999.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
FIRST BUSEY CORPORATION
(Exact name of issuer as specified in its charter)
Nevada 37-1078406
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
201 W. Main Street
Urbana, Illinois 61801
(Address of principal executive offices) (Zip Code)
FIRST BUSEY CORPORATION
1999 STOCK OPTION PLAN
(Full title of the plan)
Douglas C. Mills Copies of Communications to:
Chairman of the Board and
Chief Executive Officer Stathy Darcy, Esq.
201 W. Main Street Chapman and Cutler
Urbana, Illinois 61801 111 West Monroe Street
(217) 365-4556 Chicago, Illinois 60603
(Name, address and telephone (312) 845-3000
number of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
=====================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered(1) Registered share(2) Price Fee
- ------------------- -------------- --------- ----------- ------------
Common Stock,
without par value 500,000 shares $20.00 $10,000,000 $2,780
=====================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Pursuant to Rule 457(c), the proposed maximum offering price per share and
maximum aggregate offering price and amount of registration fee are calculated
based upon a price per share of $20.00.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the United States
Securities and Exchange Commission by First Busey Corporation ("First Busey")
pursuant to the Securities Exchange Act of 1934 are incorporated herein by
reference:
(a) First Busey's Annual Report on Form 10-K (File No. 0-15950) for
the fiscal year ended December 31, 1998.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year ended
December 31, 1998.
(c) The description of First Busey's Common Stock which is contained
in Form 8-A (1934 Act File No. 0-15950) filed with the Securities and
Exchange Commission on April 30, 1990.
All documents subsequently filed by First Busey pursuant to Sections 13(a),
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 78.7502 of the Nevada Corporation Law ("NCL"), directors and
officers may be indemnified against judgments, fines and amounts paid in
settlement and reasonable expenses (including attorneys' fees), actually and
reasonably incurred as a result of specified actions or proceedings (including
appeals), whether civil or criminal (other than an action by or in the right of
the corporation-a "derivative action") if they acted in good faith and for a
purpose which they 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 their conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification only extends to amounts paid in settlement and reasonable
expenses (including attorneys' fees) actually and reasonably incurred by them in
connection with the defense or settlement of such an action (including appeals),
except in respect of a claim, issue or matter as to which such person shall have
been finally adjudged to be liable to the corporation, unless and only to the
extent a court of competent jurisdiction deems proper.
In accordance with Section 78.037(1) of the NCL, Article Tenth of the
Corporation's Restated Articles of Incorporation, as amended, eliminates the
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personal liability of the Corporation's directors to the Corporation or its
stockholders for monetary damages for breach of their fiduciary duties as
directors, with certain limited exceptions set forth in said Article Tenth and
Section 78.037(1).
ITEM 8. EXHIBITS
EXHIBIT PAGE NUMBER IN
NUMBER DESCRIPTION SEQUENTIAL
NUMBERING SYSTEM
4.1 First Busey Corporation 1999 Stock Option
Plan
5.1 Opinion of Chapman and Cutler
24.1 Consent of Chapman and Cutler (included
in Exhibit 5.1)
24.2 Consent of McGladrey & Pullen, LLP
25.1 Power of Attorney (set forth on page II-4
of this Registration Statement)
ITEM 9. UNDERTAKINGS
(a) The 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;
(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 not apply if the
registration statement is on Form S-3 or 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
II-2
registrant pursuant to Section 13 or Section 159d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 in 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 Registrant hereby undertakes that, for purposes of
determining any Liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
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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 Urbana, State of Illinois, on May 19, 1999.
FIRST BUSEY CORPORATION
By //Douglas C. Mills//
-----------------------------------------
Douglas C. Mills,
Chairman of the Board of
Directors and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Douglas C. Mills and Barbara J. Kuhl and each of them, his true and lawful
attorneys-in-fact and agents, with full power and substitution and
resubstitution for him or her in his or her name, place and stead, in any and
all capacities to sign any and all pre-effective and/or 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 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 19, 1999.
SIGNATURE TITLE
//Douglas C. Mills// Chairman of the Board and
------------------------ Chief Executive Officer
Douglas C. Mills (Principal executive
officer)
//Barbara A. Jones// Chief Financial Officer
------------------------ (Principal financial and
Barbara A. Jones accounting officer)
//Joseph M. Ambrose// Director
------------------------
Joseph M. Ambrose
Director
------------------------
Samuel P. Banks
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//T.O. Dawson// Director
------------------------
T.O. Dawson
//Victor F. Feldman// Director
------------------------
Victor F. Feldman
//Kenneth M. Hendren// Director
------------------------
Kenneth M. Hendren
//E. Phillips Knox// Director
------------------------
E. Phillips Knox
//P. David Kuhl// Director
------------------------
P. David Kuhl
//V.B. Leister, Jr.// Director
------------------------
V.B. Leister, Jr.
//Linda M. Mills// Director
------------------------
Linda M. Mills
//Robert C. Parker// Director
------------------------
Robert C. Parker
Director
------------------------
David C. Thies
//Edwin A. Scharlau II// Director
------------------------
Edwin A. Scharlau II
//Arthur R. Wyatt// Director
------------------------
Arthur R. Wyatt
II-5
EXHIBIT PAGE NUMBER IN
NUMBER DESCRIPTION SEQUENTIAL
NUMBERING SYSTEM
4.1 First Busey Corporation 1999 Stock Option
Plan
5.1 Opinion of Chapman and Cutler
24.1 Consent of Chapman and Cutler (included
in Exhibit 5.1)
24.2 Consent of McGladrey & Pullen, LLP
25.1 Power of Attorney (set forth on page II-4
of this Registration Statement)
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EXHIBIT 4.1
FIRST BUSEY CORPORATION
1999 STOCK OPTION PLAN
1. Purpose of The Plan.
-------------------
First Busey Corporation 1999 Stock Option Plan (herein called the "Plan")
of First Busey Corporation (herein called the "Company") and its Subsidiaries is
designed and intended (a) to encourage ownership of the Company's Stock by
personnel and directors of the Company and its Subsidiaries, and to provide
additional incentive for them to promote the success of the business of the
Company, and (b) to attract personnel to enter and remain in the employment of
the Company and its Subsidiaries. It is expected that the added interest of the
participating Employees and Directors under this Plan, and their proprietary
attitude toward the Company resulting from their investment in the Company's
Stock, will promote the future growth, development and continued success of the
Company.
2. Definitions.
-----------
The following terms shall have the meanings hereinafter set forth unless
the context clearly indicates to the contrary:
(a) "Board of Directors" shall mean the Board of Directors of First Busey
Corporation.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean the Compensation Committee of the Board of
Directors.
(d) "Company" shall mean First Busey Corporation.
(e) "Director" shall mean a member of the Board of Directors who is not an
Employee of the Company.
(f) "Employee" shall mean an individual who performs services for the
Company or one or more of its Subsidiaries. The term "Employee" shall also mean
an officer of the Company or one of its Subsidiaries.
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934.
(h) "Option" shall mean an Option to purchase Stock granted pursuant to
the provisions of paragraph 6.
(i) "Optionee" shall mean an Employee to whom an Option has been granted
pursuant to this Plan.
(j) "Stock" shall mean the Class A Common Stock, without par value, of the
Company, or in the event that the outstanding shares of Stock are exchanged for
shares of a different stock or securities of the Company or some other
corporation, such other stock or securities.
(k) "Subsidiary" shall mean any subsidiary corporation of the Company as
defined in Section 424(f) of the Code.
(l) "Termination of Employment" shall mean the later of (i) a severance of
the employer-employee relationship with the Company or (ii) the resignation,
removal or termination of an officer or Director of the Company.
3. Stock Subject to the Plan.
-------------------------
Five hundred thousand (500,000) shares of Stock shall be reserved for issue
upon the exercise of Options granted under the Plan. In the event an Option is
exercised, the Company may use authorized but unissued shares or shares held in
treasury in lieu thereof. If any Option granted under the Plan shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject to such Option shall again be available for the purposes of the
Plan.
4. Administration of the Plan.
--------------------------
4.1. The Plan shall be administered by the Compensation Committee of the
Board of Directors consisting of not less than three (3) members. Each member
of such Committee shall be a non-employee director as defined in Rule 16b-3 of
the Rules and Regulations of the Securities and Exchange Commission, as amended
from time to time.
4.2. The Committee shall be appointed by the Board of Directors of the
Company. The Board of Directors of the Company may, within the limits herein
provided, from time to time in its discretion, fix and change the number of
members of the Committee, remove members of the Committee, appoint members of
the Committee in substitution for or in addition to members previously
appointed, and fill vacancies however caused in the Committee.
4.3. The Board of Directors shall select one of the Committee members as
its chairman, and the Committee shall hold its meetings at such times and places
as it may determine. A majority of its members shall constitute a quorum, but
all action of the Committee shall be taken by a majority of its members. Any
action, decision or determination reduced to writing and signed by all members
shall be fully as effective as if it had been done or made by a vote of a
majority of the members at the meeting duly called and held. The Committee may
appoint a secretary, and shall keep minutes of its meetings and actions, and
shall make such rules and regulations for the conduct of the business of the
Committee as it deems advisable. The secretary may be, but need not be, an
Employee of the Company or a Subsidiary. Serving as secretary of the Committee
shall not disqualify an Employee from receiving an Option under the Plan.
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4.4. Subject to the express provisions of the Plan, the Committee shall
have plenary authority, in its sole discretion, to determine the individuals to
whom Options shall be granted, the number of shares subject to each Option, the
Option exercise price, the time or times at which Options shall be granted, and
the other terms and conditions of such Options. Subject to the express
provisions of the Plan, the Committee shall also have plenary authority, in its
discretion, to construe and interpret the Plan, to make determinations in
administration of the Plan, to make, amend and rescind rules and regulations
regarding the Plan and its administration, to determine the terms and provisions
of the respective Stock Option agreements (which need not be identical), and to
take whatever action is necessary to carry out the purposes of the Plan;
provided, however, the Committee shall take no action which will impair any
Option previously granted under the Plan or cause the Plan to not meet the
requirements of Rule 16b-3 of the Rules and Regulations of the Securities and
Exchange Commission. The Committee's actions and determinations on matters
referred to in this section shall be conclusive on all persons whomsoever. No
act or failure to act on the part of the Committee, or on the part of any member
thereof, shall result in any liability whatsoever if taken in good faith.
5. Type of Option Granted By The Plan.
----------------------------------
The Committee shall have authority to grant Options which do not qualify as
incentive stock options as defined in Section 422 of the Code.
6. Eligibility to Receive Options Under The Plan.
---------------------------------------------
6.1. Options may be granted under the Plan to any Employee or Director of
the Company or any of its Subsidiaries. An Option may be granted to an
individual upon the condition that such individual will become an Employee or
Director of the Company or any of its Subsidiaries; provided, however, that such
a conditional Option shall be deemed to be granted only on the date such
individual becomes an Employee or Director.
6.2. In making a determination as to persons to whom Options shall be
granted under the Plan, and the number of shares to be covered by such Options,
the Committee shall take into consideration the nature of the services rendered
or to be rendered by the Employee or Director, the Employee's or Director's
present and potential contributions to the success of the Company, and such
other factors as the Committee shall deem relevant in accomplishing the purposes
of the Plan. Any and all determinations made by the Committee pursuant to this
section shall be binding upon all persons whomsoever, and no Employee or
Director eligible to receive an Option under the Plan shall have any legal right
to complain as to any determination which shall be made by the Committee
hereunder with respect to such Employee or Director.
6.3. Nothing contained in the Plan shall be construed to limit the right of
the Company to grant Options otherwise than under the Plan in connection with
(a) the employment or directorship of any person, (b) the acquisition of any
corporation, firm or association, or the business or assets thereof, including
Options granted to employees thereof who become employees of the Company or a
Subsidiary, or (c) other proper corporate purposes.
-3-
7. Option Price.
------------
7.1. The purchase price of the Stock subject to each Option granted
hereunder shall be equal to at least 100% of the fair market value of the Stock
at the time of the grant of the Option.
7.2. The Committee shall adopt criteria for the determination of the fair
market value of Stock subject to any Option granted pursuant to this Plan;
provided, however, if the Stock is quoted on the National Association of
Securities Dealers Automated Quotation System ("Nasdaq National Market") or any
national securities exchange, the fair market value shall be the closing price
on the date of such grant.
8. Term of Options.
---------------
8.1. Except as provided in paragraph 6.1, the term of each Option granted
pursuant to the Plan shall not exceed ten (10) years from the date of granting
thereof. Within such ten-year limit, Options will be exercisable only at such
time or times, subject to the restrictions of paragraphs 10, 11 and 12, and any
other restrictions and conditions, as the Committee shall in each instance
approve, which need not be uniform for all individuals to whom Options are
granted.
8.2. Except as provided in paragraphs 11 and 12, no Option may be exercised
at any time unless the Optionee is then an Employee of the Company or a
Subsidiary or a Director of the Company or a Subsidiary and has been so employed
or has been a Director continuously since the granting of the Option.
9. Date of Grant of Option.
-----------------------
The grant of an Option under the Plan shall take place on or as of the date
the Committee grants an Employee or Director a particular Option; provided,
however, that if the resolution or other written determination of the Committee
specifies that an Option is to be granted as of and at some future date, the
date of grant shall be such future date.
10. Exercise of Option.
------------------
10.1. Except as provided in paragraphs 11 and 12, unless otherwise
provided in the terms under which the Committee granted the Option, each Option
shall be exercisable in whole (i.e. the rights for all shares subject to any one
Option must be exercised in full) only at any time and from time to time on a
date specified in the relevant Option Agreement and provided in paragraph 10.2,
which shall be a date no earlier than six months after the date of grant of such
Option.
10.2. To the extent that the right to purchase shares under an Option
granted under the Plan is exercisable, Options may be exercised monthly on the
twentieth (20th) day of each month or the next business day following the
twentieth (20th) day if the twentieth (20th) day is not a business day. In
order to exercise an option, the Optionee must provide written notice to the
Company by the fifteenth (15th) day of the month in which the Option will be
-4-
exercised. Such notice to the Company shall state the number and identity of
Stock with respect to which the Option is being exercised, and shall be
accompanied by payment in full in cash or in any other form and term as the
Committee shall permit.
10.3. After the exercise of an Option, the Company shall within a
reasonable time deliver to the person exercising the Option a certificate or
certificates issued in the name of the person who exercised the Option for the
appropriate number of shares. Each Option granted under the Plan shall be
subject to the requirement that if at any time the Board of Directors of the
Company shall determine that the listing, registration or qualification of the
shares subject to such Option upon any securities exchange or under any state or
Federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable, as a condition of, or in connection with, the granting
of such Option or the issue or purchase of shares thereunder, no such Option may
be exercised unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board of Directors.
10.4. An Optionee under an Option granted under the Plan shall have no
rights as a shareholder with respect to any shares covered by an Option until
one or more certificates for shares shall have been delivered to the Optionee
upon due exercise of an Option as above provided.
10.5. An Option granted under the Plan shall be nontransferable by the
Optionee other than by will or the laws of descent and distribution, and shall
be exercised during the Optionee's lifetime only by the Optionee, unless the
Optionee is under legal disability, in which case it may be exercised by the
Optionee's duly appointed legal representative.
11. Termination of Employment.
-------------------------
11.1. Except in the case of disability or death, as provided in
paragraphs 11.2 and 12, if an Optionee of an Option granted under the Plan has a
Termination of Employment with the Company or a Subsidiary, then all Options
granted to such person under the Plan shall terminate and expire as of the date
the Optionee ceases to be an Employee or a Director, unless otherwise provided
by the Committee in its sole discretion.
11.2. If an Optionee becomes permanently and totally disabled, all
Options which are not presently exercisable shall become exercisable on the date
the Optionee has a Termination of Employment because of such disability. Any
unexercised Option held by such disabled Optionee shall expire not later than
180 days after the Optionee has a Termination of Employment because of such
disability; provided, however, no Option may be exercised after the expiration
date specified for the particular Option in the Option grant.
11.3. The transfer of an Employee from one corporation to another among
the Company and its Subsidiaries, or a leave of absence (as described in Section
1.421-7(h)(2) of the Income Tax Regulations) with the written consent of the
Company or a Subsidiary shall not be deemed a Termination of Employment for the
purposes of the Plan, and an option agreement may provide that retirement at a
time when the Optionee is eligible for an immediate retirement benefit under any
-5-
retirement plan of the Company shall not be a Termination of Employment for
purposes of an Option.
12. Death of Optionee.
-----------------
12.1. If an Optionee under the Plan dies while an Employee or Director
of the Company or a Subsidiary, all Options which are not presently exercisable
shall become exercisable on the date of the Optionee's death. The shares which
the Optionee was or becomes entitled to purchase on the date of the Optionee's
death under an Option or Options granted under the Plan may be purchased at any
time after the Optionee's death by the person or persons to whom said rights
under the Option or Options shall have passed by the Optionee's will or by the
applicable laws of descent and distribution; provided, however, that any
unexercised Option held by an Optionee who dies shall expire not later than 180
days after the date of the Optionee's death, and that no Option may be exercised
after the expiration date specified for the particular Option in the Option
grant.
13. Effect of Merger, Change in Capitalization, Etc.
-----------------------------------------------
13.1. In the event of any reclassification or increase or decrease in
the number of the issued shares of Stock of the Company by reason of the payment
of a Stock dividend, a split or consolidation of shares, a recapitalization, a
combination or exchange of shares or any like capital adjustment, then (a) the
aggregate number and the class of shares reserved under the Plan shall be as
though the shares reserved had been outstanding prior to any adjustment as
aforesaid, and (b) as to any outstanding unexercised Options theretofore granted
under the Plan, there shall be a corresponding adjustment as to the class and
number of shares covered by each Option, and as to the purchase price under each
Option, to the end that the Optionee's proportionate interest shall be
maintained as before the occurrence of such event without change in the total
purchase price applicable to said Option.
13.2. In the event the Company shall approve a plan of reorganization
or of merger into or consolidation with any other corporation, and appropriate
provision is made for the resulting corporation's assumption of the Plan under
terms whereby the unexercised portion of each Option then outstanding under the
Plan shall thereafter apply to such number and kind of securities as would have
been issuable by reason of such reorganization, merger or consolidation to a
holder of the number of shares which were subject to the Option immediately
prior to such reorganization, merger or consolidation, without change in the
total purchase price applicable to said Option, then such Options shall continue
under the Plan.
13.3. In the event the Company shall approve a plan of reorganization
or of merger into or consolidation with any other corporation, and appropriate
provision is not made for the assumption of the Plan by the resulting
corporation as above provided in paragraph 13.2, or in the event the Company
shall approve a plan of dissolution, liquidation or sale of substantially all of
its assets, then in any event, the unexercised portion of each Option then
outstanding under the Plan shall terminate as of a date fixed by the Committee
and approved by the Board of Directors of the Company upon not less than thirty
days' written notice to each Optionee; provided, however, that any such Option
shall be accelerated and may be exercised before the termination date fixed as
aforesaid; provided further, however, that such termination date shall be fixed
as of a date on or before the effective date of such reorganization, merger,
consolidation, dissolution, liquidation or sale.
13.4. In the event the Company shall issue additional capital Stock of
any class for cash or other consideration, there shall be no adjustment in the
number of shares covered by outstanding Options under the Plan, and no
adjustment in the purchase price under such Options.
14. Termination and Amendment of The Plan.
-------------------------------------
14.1. This Plan shall terminate ten years from the date the Plan was
adopted by the Board of Directors, and no Option shall be granted hereunder
after said date, but such termination shall not affect any Option theretofore
granted. The Board of Directors of the Company may suspend, discontinue or
terminate the Plan at any time, and may from time to time make such changes in
and additions to the Plan as the Board of Directors shall deem advisable;
provided, however, that the Board of Directors may not, without approval by the
shareholders of the Company, change any provision which otherwise requires
shareholder approval in accordance with applicable rules and regulations.
14.2. Subject to other provisions of the Plan, no termination or
amendment of the Plan may, without the consent of the Optionee under an Option
then outstanding, terminate such Option or materially and adversely affect the
rights of the Optionee thereunder.
15. Shareholder Approval.
--------------------
Notwithstanding any other provision of this Plan, no Option granted under
this Plan may be exercised until this Plan is approved by vote of a majority of
the total votes cast by the shareholders of the Company at the Company's Annual
Meeting to be held in April 1999. In the event such shareholder approval is not
forthcoming at the Company's Annual Meeting to be held in April 1999, this Plan
and any Options granted pursuant to it shall be null and void.
16. Amendments to Code or Regulations.
---------------------------------
Any reference in this Plan to a section of the Code or a section of the
Income Tax Regulations shall include any amendments thereto and shall include
such additional sections of the Code or Regulations into which the substance of
the cited subsections shall be incorporated.
-7-
EXHIBIT 5.1
May 24, 1999
First Busey Corporation
201 W. Main Street
Urbana, Illinois 61801
Re: First Busey Corporation
Form S-8 Registration Statement
(1934 Act File No. 0-15950)
------------------------------------------------------
Gentlemen:
We have acted as special counsel for First Busey Corporation ("First
Busey"), in connection with the registration statement on Form S-8 (the
"Registration Statement") of First Busey which is being filed with the
Securities and Exchange Commission (the "Commission") on May 25, 1999 covering
500,000 shares of First Busey's Common Stock, without par value (the "Common
Stock"), issuable to qualifying directors and employees of First Busey and its
subsidiaries under the First Busey Corporation 1999 Stock Option Plan (the
"Plan").
As such counsel, we have examined the Restated Articles of Incorporation
and By-laws of First Busey, the Plan, the Registration Statement and such other
corporate documents and records and have made such other inquiries as we have
deemed necessary or advisable in order to enable us to render the opinions
hereinafter set forth.
Based on the foregoing, we are of the opinion that:
1. When authorized but unissued shares of Common Stock issuable to
qualifying directors and employees under the Plan have been issued and
delivered pursuant to and as provided by the Plan, such shares of Common
Stock will be legally issued, fully paid and nonassessable.
2. The shares of Common Stock issued as of the date hereof issuable
to qualifying directors and employees under the Plan have been duly
authorized and are legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement filed by First Busey with the Commission.
Respectfully submitted,
CHAPMAN AND CUTLER
-2-
EXHIBIT 24.2
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation in this Form S-8 Registration
Statement of our report dated January 29, 1999 included in First Busey
Corporation's Annual Report on Form 10-K (File No. 0-15950) for the year ended
December 31, 1998, and to all references to our firm included in this
Registration Statement.
MCGLADREY & PULLEN, LLP
Certified Public Accountants
May 24, 1999