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As filed with the Securities and Exchange Commission on July 21, 2008.
Registration No._______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SUGAR CREEK FINANCIAL CORP.
(exact name of registrant as specified in its charter)
UNITED STATES 74-3210459
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
28 WEST BROADWAY
TRENTON, ILLINOIS 62293
(Address of principal executive offices)
SUGAR CREEK FINANCIAL CORP.
2007 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
ROBERT J. STROH, JR. THOMAS P. HUTTON
CHAIRMAN, CHIEF EXECUTIVE OFFICER SEAN P. KEHOE
AND CHIEF FINANCIAL OFFICER KILPATRICK STOCKTON LLP
SUGAR CREEK FINANCIAL CORP. 607 14TH STREET, NW
28 WEST BROADWAY WASHINGTON, D.C. 20005-2018
TRENTON, IL 62293 (202) 508-5856
(618) 224-9228
(Name and address of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company |X|
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee
Share Price
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Common Stock
$0.01 par value 62,211 (2) $7.90 (3) $491,467 $20
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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 Sugar Creek Financial Corp. 2007 Equity Incentive Plan (the "Plan") as
the result of a stock split, stock dividend or similar adjustment to the
outstanding common stock of Sugar Creek Financial Corp. (the "Common
Stock") pursuant to 17 C.F.R. ss.230.416(a).
(2) Represents 44,437 shares which may be issued upon the exercise of options
to purchase shares of the Common Stock under the Plan and 17,774 shares
which may be distributed upon the vesting of stock awards.
(3) Estimated solely for the purpose of calculating the registration fee.
Represents the closing price for the common stock as reported on July 7,
2008 in accordance with 17 CFR Section 230.457(c) and 230.457(h).
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND 17 C.F.R. SECTION 230.462
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SUGAR CREEK FINANCIAL CORP.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Sugar Creek
Financial Corp. 2007 Equity Incentive Plan specified by Part I of this
Registration Statement will be sent or given to the participants in the Plan as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus for the Registration
Statement.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed by Sugar Creek Financial
Corp. (the "Registrant" or the "Subsidiary Holding Company") with the SEC are
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 2008, which includes the consolidated balance sheets of Sugar
Creek Financial Corp. as of March 31, 2008 and 2007 and the related
consolidated statements of earnings, stockholder's equity and cash
flows for the years then ended. The 10-K was filed with the SEC on June
26, 2008 (File No. 000-52532).
(b) The Registrant's Current Reports on Form 8-K filed on June 3, 2008 and
July 16, 2008.
(c) The description of the Registrant's common stock contained in
Registrant's Form 8-A12G (File No. 001-52532), as filed with the SEC
pursuant to Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act"), on March 28, 2007 and any amendment or report filed
for the purpose of updating such description.
(d) All the documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT 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 INCORPORATED OR 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 SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
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ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered pursuant to the Plan has been registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant shall indemnify its directors and employees in
accordance with the following provision from the Registrant's Bylaws:
ARTICLE XII.
INDEMNIFICATION
The Subsidiary Holding Company shall indemnify all officers, directors
and employees of the Subsidiary Holding Company, and their heirs, executors and
administrators, to the fullest extent permitted under federal law against all
expenses and liabilities reasonably incurred by them in connection with or
arising out of any action, suit or proceeding in which they may be involved by
reason of their having been a director or officer of the Subsidiary Holding
Company, whether or not they continue to be a director or officer at the time of
incurring such expenses or liabilities, such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys' fees and
the cost of reasonable settlements.
Generally, federal law provides indemnity coverage for:
(a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the association, for:
(i) Any amount for which that person becomes liable under a
judgment in such action; and
(ii) Reasonable costs and expenses, including reasonable
attorneys' fees, actually paid or incurred by that person in defending or
settling such action, or in enforcing his or her rights under this section if he
or she attains a favorable judgment in such enforcement action.
(b) Indemnification shall be made to such person only if:
(i) Final judgment on the merits is in his or her favor; or
(ii) In case of:
a. Settlement;
b. Final judgment against him or her; or
c. Final judgment in his or her favor, other than on the
merits, if a majority of the disinterested directors of
the savings association determine that he or she was
acting in good faith within the scope of his or her
employment or authority as he or she could reasonably have
perceived it under the circumstances and for a purpose he
or she could reasonably have believed under the
circumstances was in the best interests of the savings
association or its members.
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However, no indemnification shall be made unless the association gives
the Office of Thrift Supervision at least 60 days' notice of its intention to
make such indemnification. No such indemnification shall be made if the Office
of Thrift Supervision advises the association in writing, within such notice
period, of its objection thereto.
(c) As used in this paragraph:
(i) "Action" means any judicial or administrative proceeding, or
threatened proceeding, whether civil, criminal, or otherwise, including any
appeal or other proceeding for review.
(ii) "Court" includes, without limitation, any court to which or
in which any appeal or any proceeding for review is brought.
(iii) "Final judgment" means a judgment, decree or order which is
not appealable or as to which the period for appeal has expired with no appeal
taken.
(iv) "Settlement" includes the entry of a judgment by consent or
confession or a plea of guilty or of NOLO CONTENDERE.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into
his registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).
List of Exhibits (filed herewith unless otherwise noted):
5.0 Opinion of Kilpatrick Stockton LLP as to the legality of the
common stock to be issued
10.1 Sugar Creek Financial Corp. 2007 Equity Incentive Plan (1)
10.2 Form of Restricted Stock Award Agreement
10.3 Form of Incentive Stock Award Agreement
10.4 Form of Non-Statutory Stock Option Award Agreement
23.1 Consent of Kilpatrick Stockton LLP (contained in the opinion
included in Exhibit 5)
23.2 Consent of Michael Trokey & Company, P.C.
24.0 Power of Attorney (contained on the signature pages).
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(1) Incorporated herein by reference to Appendix A in the definitive
proxy statement filed with the SEC on October 15, 2007 (File No.
000-52532).
ITEM 9. UNDERTAKINGS
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:
(i) To include any prospectus required by Section 10(a)(3)of the
Securities Act of 1933;
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(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. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(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) of this
section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed or
furnished to the Securities and Exchange Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this 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 the initial bona
fide offering thereof; and
(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.
The undersigned 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 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.
(c)-(g) Not applicable.
(h) 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 such Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the 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
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 Trenton, Illinois on July 21, 2008.
SUGAR CREEK FINANCIAL CORP.
By: /s/ Robert J. Stroh, Jr.
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Robert J. Stroh, Jr.
Chairman, Chief Executive Officer
and Chief Financial Officer
(principal executive officer)
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Robert J. Stroh, Jr. and Francis J. Eversman as
the true and lawful attorney-in-fact and agent with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any or all amendments to the Form S-8
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the United States Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and things requisite and
necessary 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
attorney-in-fact and agent or his substitute, 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 and on the dates indicated.
Name Title Date
/s/ Robert J. Stroh, Jr. Chairman of the Board, July 21, 2008
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Robert J. Stroh, Jr. Chief Financial Officer
(principal executive, principal)
financial and principal accounting officer)
/s/ Francis J. Eversman President, Chief Operating July 21, 2008
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Francis J. Eversman
/s/ Timothy W. Deien Director July 21, 2008
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Timothy W. Deien
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/s/ Timothy P. Fleming Director July 21, 2008
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Timothy P. Fleming
/s/ Daniel S. Reilly Director July 21, 2008
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Daniel S. Reilly
/s/ Gary R. Schwend Director July 21, 2008
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Gary R. Schwend
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION METHOD OF FILING
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5 Opinion of Kilpatrick Filed herewith.
Stockton LLP
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10.1 Sugar Creek Financial Incorporated herein
Corp. 2007 Equity by reference.
Incentive Plan
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10.2 Form of Restricted Stock Filed herewith.
Award Agreement
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10.3 Form of Incentive Stock Filed herewith.
Option Award Agreement
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10.4 Form of Non-Statutory Filed herewith.
Stock Option Award
Agreement
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23.1 Consent of Kilpatrick Contained in the Opinion,
Stockton LLP included as Exhibit 5.
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23.2 Consent of Michael Trokey Filed herewith.
& Company, P.C.
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24 Power of Attorney Located on the
signature page.
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