-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WG0B5RS+I+zQtgiYPsO9IbE12nVepxwum39X34AmvRMDD5WG+OJOQvgRSMdT5n67 LLuBhGRRH3etVhiD+NgSTQ== 0000899078-05-000135.txt : 20050216 0000899078-05-000135.hdr.sgml : 20050216 20050216142509 ACCESSION NUMBER: 0000899078-05-000135 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050211 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050216 DATE AS OF CHANGE: 20050216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATRIX BANCORP INC CENTRAL INDEX KEY: 0000944725 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 841233716 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21231 FILM NUMBER: 05620381 MAIL ADDRESS: STREET 1: 700 17TH STREET STREET 2: SUITE 2100 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: MATRIX CAPITAL CORP /CO/ DATE OF NAME CHANGE: 19960711 8-K 1 feb172005-form8k.txt FORM 8-K; DATE OF REPORT: 02/11/05 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 11, 2005 ------------------------------ Matrix Bancorp, Inc. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Colorado - ------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-21231 84-1233716 - ------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 700 Seventeenth Street, Suite 2100 Denver, Colorado 80202 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (303) 595-9898 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On February 11, 2005, after consideration of presentations and recommendations of management, the Compensation Committee (the "Committee") of the Board of Directors of Matrix Bancorp, Inc. (the "Company") approved the grant of non-qualified stock option awards to David W. Kloos, the Company's Senior Vice President and Chief Financial Officer, to purchase 20,000 shares of the Company's common stock, and T. Allen McConnell, the Company's Senior Vice President and General Counsel, to purchase 15,000 shares of the Company's common stock. Both options will vest and become exercisable ratably in 20% increments on each anniversary of the date of grant, beginning February 11, 2006, and are exercisable for $12.839, which is the fair market value of the underlying shares of Company common stock on the date of grant. The options are subject to the Company's 1996 Amended and Restated Stock Option Plan (the "Plan") and the individual award agreements substantially in the form of Exhibit 99.1, which are used for executive officers and employees generally, and incorporated herein by reference. Notwithstanding the vesting schedule detailed above, the options will become fully vested upon the occurrence of a change in control of the Company as detailed in the Plan. The Company's second form of option agreement, under which one-half of the option award is exercisable immediately and the remaining half vests upon the first anniversary of the date of grant, is used for option grants to directors and is also attached as Exhibit 99.2 for reference. The foregoing summary description of the option awards are qualified by reference to the complete text of the Plan and the form of the individual award agreements. The Committee additionally decided to amend Mr. McConnell's Change-In-Control Agreement with the Company. Under that agreement, Mr. McConnell is entitled to be paid a percentage of his average annual compensation over the past two years in the event of a "change in control" of the Company. The amendment increased the specific percentage from 150% to 200%. A "change in control" will generally be deemed to occur in the event that the Company enters into a transaction that would cause a distribution date under the Company's Rights Plan of November 4, 2002, regardless of whether any provision of the rights plan is subsequently waived or amended to prevent the distribution date from occurring. The specified change in control payment will be paid to Mr. McConnell even in the event that he is no longer employed by the Company at the time of the change in control, unless his termination is due to voluntary resignation or termination for "cause" as defined in the agreement. The amendment is attached as Exhibit 10.1 and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. 99.1 Form of Non-Qualified Stock Option Agreement 99.2 Form of Director Non-Qualified Stock Option Agreement 10.1 First Amendment to Change of Control Agreement between Matrix Bancorp, Inc. and T. Allen McConnell, dated February 15, 2005 and effective February 11, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: February 16, 2005 MATRIX BANCORP, INC. By: /s/ Allen McConnell Name: Allen McConnell Title: Senior Vice President EXHIBIT INDEX Exhibit No. Description 99.1 Form of Non-Qualified Stock Option Agreement 99.2 Form of Director Non-Qualified Stock Option Agreement 10.1 First Amendment to Change of Control Agreement between Matrix Bancorp, Inc. and T. Allen McConnell, dated February 15, 2005 and effective February 11, 2005. EX-99 2 feb172005-exhibit992.txt EXHIBIT 99.2, NONQUALIFIED STOCK OPTION AGREEMENT EXHIBIT 99.2 DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT FOR THE 1996 AMENDED AND RESTATED STOCK OPTION PLAN FOR MATRIX CAPITAL CORPORATION A Director Nonqualified Stock Option (the "Option") for a total of ________________ (____) shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock"), of Matrix Bancorp, Inc. (the "Company"), is hereby granted to ----------------------- (the "Optionee") pursuant to the terms of this Option Agreement (the "Option Agreement") and in all respects subject to the terms, definitions and provisions of the 1996 Amended and Restated Stock Option Plan of Matrix Capital Corporation (the "Plan"), which is incorporated herein by reference. Section 1. Exercise Price. The exercise price is $_________ for each Share. Section 2. Exercise of the Option. The Committee (as defined in the Plan) may in its sole discretion accelerate the date on which any Option may be exercised. Notwithstanding the foregoing, but subject to Section 7(a), this Option shall become fully exercisable upon the occurrence of certain significant corporate events described in Section 7(d) of the Plan. The Option shall be exercisable in accordance with the provisions of the Plan, as follows: (a) Schedule of Rights to Exercise. (i) ___ shares after _________________. (ii) ___ shares after _________________. (b) Method of Exercise. Option shall be deemed exercised when: (i) the Company has received written notice of such exercise, including the number of Shares that are being exercised, delivered to the Company in accordance with the notice provisions herein, signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, accompanied by proof, satisfactory to the Company, of the right of such person or persons to exercise the Option; (ii) full payment of the aggregate exercise price of the Shares purchased by the exercising of the Option has been tendered to the Company; and (iii) arrangements that are satisfactory to the Committee, in its sole discretion, have been made for the Optionee's payment to the Company of the amount, if any, that the Company has determined to be necessary for the Company to withhold in accordance with applicable federal or state income tax withholding requirements. (c) Payment.The exercise price of any shares purchased shall be paid solely in cash, by certified or cashier's check, by money order, by personal check, with already owned shares of Common Stock of the Company or by a combination of the above delivered to the Company, and their exercise shall not be effective until such payment is made. If the exercise price is paid in whole or in part with shares of Common Stock of the Company, such Common Stock shall be valued at its Fair Market Value (as defined in the Plan) on the date of exercise. Any Common Stock delivered in satisfaction of all or a portion of the exercise price shall be appropriately endorsed for transfer and assignment to the Company. (d) Restrictions on Exercise. (i) This Option may not be exercised if the issuance of the shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or valid regulation. As a condition to the exercise of this Option, the Company may require the person exercising this Option to make any agreements and undertakings that may be required by any applicable law or regulation. (ii) Shares issued upon the exercise of this Option without registration of such shares under the Securities Act of 1933, as amended (the "Act"), shall be restricted securities subject to the terms of Rule 144 under the Act. The certificates representing any such shares shall bear an appropriate legend restricting transfer and the transfer agent of the Company shall be given instructions to stop the transfer of such Shares. (e) Surrender of Option. Upon exercise of this Option in part, if requested by the Company, the Optionee shall deliver this Option Agreement and any other written agreements executed by the Company and the Optionee with respect to this Option to the Company, and the Company shall endorse or cause to be endorsed thereon a notation of such exercise and return all agreements to the Optionee. Section 3. Term of Option. This Option may not be exercised after the expiration of ten (10) years from the Date of Grant of this Option and is subject to earlier termination as provided in Section 8 of the Plan. In addition, this Option is subject to cancellation by the Committee upon a significant corporation event as provided in Section 8(b) of the Plan. This Option may be exercised during such times only in accordance with the Plan and the terms to this Option Agreement. Assignability of Option. This Option may not be transferred Section 4. or assigned by the Optionee otherwise than by will or the laws of descent and distribution. Section 5. Issuance of Shares. No person shall be, nor have any rights or privileges of, a shareholder of the Company with respect to any of the Shares subject to an Option unless and until certificates representing such Shares have been issued and delivered to such person. As a condition of any issuance of a stock certificate for shares, the Committee may obtain such agreements or undertakings, if any, as it may deem necessary or advisable to assure compliance with any provision of this Option Agreement or any law or regulation, including, but not limited to, the following: (a) a representation and warranty by the Optionee to the Company, at the time his/her Option is exercised, that he/she is acquiring the shares to be issued to him/her for investment and not with a view to, or for sale in connection with, the distribution of any such Shares; and (b) a representation, warranty or agreement to be bound by any legends that are, in the opinion of the Committee, necessary or appropriate to comply with the provisions of any securities law deemed by the Committee to be applicable to the issuance of the Shares, and are endorsed upon the certificates representing the Shares. Section 6. Adjustments. The number of Shares and the exercise price per Share are subject to certain adjustment provisions described in Section 9 of the Plan. Section 7. Government Regulations. The granting and exercise of this Option and the obligation of the Company to sell and deliver shares under such Option, shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Section 8. Law Governing. THIS OPTION IS INTENDED TO BE PERFORMED IN THE STATE OF COLORADO AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH STATE. Section 9. Notices. All notices and other communications that are required to be or may be given under this Option Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, transmitted by confirmed telecopy, upon receipt after dispatch by courier or by certified or registered mail, postage prepaid, to the party to whom the notice is given. Notices shall be given at the address under the signature of the appropriate party to this Option Agreement or to such other address as such party may designate by giving notice to the other party to this Option Agreement. Date of Grant: MATRIX BANCORP, INC. - ------------------ By:_______________________________ Name: T. Allen McConnell Title: Sr. Vice President, General Counsel Address: 700 Seventeenth Street, Suite 2100 Denver, Colorado 80202 Optionee acknowledges receipt of a copy of the Plan, and represents that he/she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all the terms and provisions of the Plan and this Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined in the Plan) upon any questions arising under the Plan. By: ____________________________________ _______________, Optionee Address: ______________________________ ______________________________ ______________________________ Dated: __________________ EX-99 3 feb172005-exhibit991.txt EXHIBIT 99.1 NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT 99.1 NONQUALIFIED STOCK OPTION AGREEMENT FOR THE 1996 AMENDED AND RESTATED STOCK OPTION PLAN FOR MATRIX CAPITAL CORPORATION A Nonqualified Stock Option (the "Option") for a total of _______________ (______) shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock"), of Matrix Bancorp, Inc. (the "Company"), is hereby granted to ---------------------- (the "Optionee") pursuant to the terms of this Option Agreement (the "Option Agreement") and in all respects subject to the terms, definitions and provisions of the 1996 Amended and Restated Stock Option Plan of Matrix Capital Corporation (the "Plan"), which is incorporated herein by reference. Section 1. Exercise Price. The exercise price is $________ for each Share. Section 2. Exercise of the Option. The Committee (as defined in the Plan) may in its sole discretion accelerate the date on which any Option may be exercised. Notwithstanding the foregoing, but subject to Section 7(a), this Option shall become fully exercisable upon the occurrence of certain significant corporate events described in Section 7(d) of the Plan. The Option shall be exercisable in accordance with the provisions of the Plan, as follows: (a) Schedule of Rights to Exercise. (i) ___ shares after _______________. (ii) ___ shares after _______________. (iii) ___ shares after _______________. (iv) ___ shares after _______________. (v) ___ shares after _______________. (b) Method of Exercise. Option shall be deemed exercised when: (i) the Company has received written notice of such exercise, including the number of Shares that are being exercised, delivered to the Company in accordance with the notice provisions herein, signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, accompanied by proof, satisfactory to the Company, of the right of such person or persons to exercise the Option; (ii) full payment of the aggregate exercise price of the Shares purchased by the exercising of the Option has been tendered to the Company; and (iii) arrangements that are satisfactory to the Committee, in its sole discretion, have been made for the Optionee's payment to the Company of the amount, if any, that the Company has determined to be necessary for the Company to withhold in accordance with applicable federal or state income tax withholding requirements. (c) Payment.The exercise price of any shares purchased shall be paid solely in cash, by certified or cashier's check, by money order, by personal check, with already owned shares of Common Stock of the Company or by a combination of the above delivered to the Company, and their exercise shall not be effective until such payment is made. If the exercise price is paid in whole or in part with shares of Common Stock of the Company, such Common Stock shall be valued at its Fair Market Value (as defined in the Plan) on the date of exercise. Any Common Stock delivered in satisfaction of all or a portion of the exercise price shall be appropriately endorsed for transfer and assignment to the Company. (d) Restrictions on Exercise. (i) This Option may not be exercised if the issuance of the shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or valid regulation. As a condition to the exercise of this Option, the Company may require the person exercising this Option to make any agreements and undertakings that may be required by any applicable law or regulation. (ii) Shares issued upon the exercise of this Option without registration of such shares under the Securities Act of 1933, as amended (the "Act"), shall be restricted securities subject to the terms of Rule 144 under the Act. The certificates representing any such shares shall bear an appropriate legend restricting transfer and the transfer agent of the Company shall be given instructions to stop the transfer of such Shares. (e) Surrender of Option. Upon exercise of this Option in part, if requested by the Company, the Optionee shall deliver this Option Agreement and any other written agreements executed by the Company and the Optionee with respect to this Option to the Company, and the Company shall endorse or cause to be endorsed thereon a notation of such exercise and return all agreements to the Optionee. Section 3. Term of Option. This Option may not be exercised after the expiration of ten (10) years from the Date of Grant of this Option and is subject to earlier termination as provided in Section 8 of the Plan. In addition, this Option is subject to cancellation by the Committee upon a significant corporation event as provided in Section 8(b) of the Plan. This Option may be exercised during such times only in accordance with the Plan and the terms to this Option Agreement. Section 4. Assignability of Option. This Option may not be transferred or assigned by the Optionee otherwise than by will or the laws of descent and distribution. Section 5. Issuance of Shares. No person shall be, nor have any rights or privileges of, a shareholder of the Company with respect to any of the Shares subject to an Option unless and until certificates representing such Shares have been issued and delivered to such person. As a condition of any issuance of a stock certificate for shares, the Committee may obtain such agreements or undertakings, if any, as it may deem necessary or advisable to assure compliance with any provision of this Option Agreement or any law or regulation, including, but not limited to, the following: (a) a representation and warranty by the Optionee to the Company, at the time his/her Option is exercised, that he/she is acquiring the shares to be issued to him/her for investment and not with a view to, or for sale in connection with, the distribution of any such Shares; and (b) a representation, warranty or agreement to be bound by any legends that are, in the opinion of the Committee, necessary or appropriate to comply with the provisions of any securities law deemed by the Committee to be applicable to the issuance of the Shares, and are endorsed upon the certificates representing the Shares. Section 6. Adjustments. The number of Shares and the exercise price per Share are subject to certain adjustment provisions described in Section 9 of the Plan. Section 7. Government Regulations. The granting and exercise of this Option and the obligation of the Company to sell and deliver shares under such Option, shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Section 8. Law Governing. THIS OPTION IS INTENDED TO BE PERFORMED IN THE STATE OF COLORADO AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH STATE. Section 9. Notices. All notices and other communications that are required to be or may be given under this Option Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, transmitted by confirmed telecopy, upon receipt after dispatch by courier or by certified or registered mail, postage prepaid, to the party to whom the notice is given. Notices shall be given at the address under the signature of the appropriate party to this Option Agreement or to such other address as such party may designate by giving notice to the other party to this Option Agreement. Date of Grant: MATRIX BANCORP, INC. ______________________ By:_________________________________ Address: Name: Title: 700 17th Street, Suite 2100 Denver, CO 80202 Optionee acknowledges receipt of a copy of the Plan, and represents that he/she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all the terms and provisions of the Plan and this Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined in the Plan) upon any questions arising under the Plan. By:_________________________________ _____________, Optionee Address: _____________________________ _____________________________ _____________________________ Dated: __________________ EX-10 4 feb172005-exhibit101.txt EXHIBIT 10.1, AMENDMENT TO CHANGE OF CONTROL EXHIBIT 10.1 FIRST AMENDMENT TO MATRIX BANCORP, INC. CHANGE OF CONTROL AGREEMENT WHEREAS, Matrix Bancorp, Inc. (the "Company"), a Colorado corporation, entered into that certain Change of Control Agreement (the "Agreement") by and between the Company and T. Allen McConnell (the "Executive"), dated October 28, 2003; WHEREAS, the Company and Executive desire to amend the Agreement to modify the benefit provided thereunder; and WHEREAS, pursuant to Section 4.4 of the Agreement, the Agreement may be modified as agreed to in writing by the Executive and the Company. NOW THEREFORE, BE IT RESOLVED that the Agreement is hereby amended effective the date this Amendment is executed as follows: 1. Section 2.1 of the Agreement is amended by deleting existing Section 2.1 of the Agreement in its entirety, and substituting the following new Section 2.1 of the Agreement in its place: "2.1. Immediately prior to the effective time of a Change of Control, the Company shall pay Executive, in cash, a lump sum payment equal to two hundred percent (200%) of his Average Annual Compensation, less withholding required to be paid or withheld in accordance with federal, state, or local law or regulation." IN WITNESS WHEREOF, this Amendment has been executed this 15 day of February, 2005, to be effective as of February 11, 2005. MATRIX BANCORP, INC. EXECUTIVE By:________________________________ By:__________________________ D. Mark Spencer President T. Allen McConnell -----END PRIVACY-ENHANCED MESSAGE-----