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Registration No. 333-_____________
As filed with the Securities and Exchange Commission on September 30, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARGO BANCORP, INC.
(Exact Name of Issuer as Specified in its Charter)
DELAWARE 36-3620612
(State of Incorporation) (IRS Employer Identification No.)
7600 W. 63RD STREET
SUMMIT, ILLINOIS 60501-1812
(Address of Principal Executive Offices)
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ARGO BANCORP, INC.
1996 MANAGEMENT RECOGNITION AND RETENTION PLAN
(Full Title of the Plan)
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John G. Yedinak Copies to:
Chairman of the Board, President and Mary M. Sjoquist
Chief Executive Officer Muldoon, Murphy & Faucette
Argo Bancorp, Inc. 5101 Wisconsin Avenue, N.W.
7600 W. 63rd Street Washington, D.C. 20016
Summit, Illinois 60501 (202) 362-0840
(708) 496-6010
(Name, Address and Telephone
Number of Agent for Service)
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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, as amended, check the following box. |X|
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
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Common 12,500 shares(1) $28.75(2) $359,375(2) $123.92(3)
Stock,
$.01 par value
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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 plan as the result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock pursuant to 17 C.F.R. Section
230.416(a). Includes the resale of securities received by grant from an
employee benefit plan.
(2) Estimated or calculated on the basis of the average of high and low sales
price reported on the Nasdaq Over the Counter Market for September 27, 1996
pursuant to 17 C.F.R. Section 230.457(c).
(3) Determined pursuant to 17 C.F.R. Sections 230.457(c) and (h)(3).
This Registration Statement shall become effective upon filing in accordance
with Section 8(a) of the Securities Act of 1933, as amended, and 17 C.F.R.
Section 230.462.
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PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1 & 2. The documents containing the information for the Argo Bancorp, Inc.
1996 (the "Company") Management Recognition and Retention Plan (the "Plan")
required by Part I of the Registration Statement will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1). Such document is not
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.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated by
reference in this Registration Statement:
a) The Registrant's Annual Report on Form 10-KSB (SEC File No. 0-19829) for
the fiscal year ended December 31, 1995, which includes the consolidated
statements of financial condition of the Registrant and subsidiaries as of
December 31, 1995 and 1994 and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three year period ended December 31, 1995, together with the report of KPMG Peat
Marwick LLP, independent certified public accountants (dated March 1, 1996).
b) The Registrant's Form 10-QSB (SEC File No. 0-19829) for the quarterly
period ended March 31, 1996, which includes the consolidated statements of
financial condition of Argo Bancorp, Inc. and subsidiaries as of March 31, 1996
(unaudited) and December 31, 1995 and the related unaudited consolidated
statements of income, stockholders' equity and cash flows for the three month
period ended March 31, 1996 and 1995, which was filed with the SEC on May 10,
1996.
c) The Registrant's Form 10-QSB (SEC File No. 0-19829) for the quarterly
period ended June 30, 1996, which includes the consolidated statements of
financial condition of Argo Bancorp, Inc. and subsidiaries as of June 30, 1996
(unaudited) and December 31, 1995 and the related unaudited consolidated
statements of income, stockholders' equity and cash flows for the three and six
months ended June 30, 1996 and 1995, which was filed with the SEC on August 2,
1996.
d) The description of the Common Stock of the Registrant contained in the
Registration Statement on Form S-1, and amendments thereto, (SEC File No.
33-45222), initially filed by the Registrant under the Securities Act with the
SEC on January 28, 1992 and incorporated by reference to the Registration
Statement on Form 8-A (SEC File No. 0-19829), filed by the Registrant under the
Exchange Act.
e) All documents filed by the Registrant pursuant to Sections 13(a) and (c),
14 or 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 hereby
have been sold or which deregisters all securities then remaining unsold.
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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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended, provided any
such amendment provides broader indemnification than currently exists.
The terms of the indemnification are set forth in the Registrant's
Certificate of Incorporation. The indemnification applies unless the officer or
director did not meet the standards of conduct which make it permissible under
the general corporation law of Delaware for the Registrant to indemnify the
officer or director for the amount claimed, but the burden of proving such
defense is on the Registrant.
The Registrant is also permitted under the Certificate of Incorporation to
maintain directors' and officers' liability insurance covering its directors and
officers and has obtained a directors' and officers' liability and corporation
reimbursement policy which (subject to certain limitations and deductibles) (i)
insures officers and directors of the Registrant against loss arising from
certain claims made against them by reason of their being such directors or
officers; and (ii) insures the Registrant against loss which it may be required
or permitted to pay as indemnification to its directors and officers for certain
claims.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant,
the Registrant has been informed that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
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ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with this Registration Statement on Form S-8
(numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):
4.1 Stock Certificate of Argo Bancorp, Inc. filed as Exhibit 4.0 to the
Company's Registration Statement on Form S-1, filed with the SEC on
January 28, 1992 (SEC File No. 33-45222) and incorporated herein by
reference.
4.2 Certificate of Incorporation of Argo Bancorp, Inc. filed as Exhibit 3
to the Company's Registration Statement on Form S-1, filed with the SEC
on January 28, 1992 (SEC File No. 33-45222) and incorporated herein by
reference.
4.3 Bylaws of Argo Bancorp, Inc. filed as Exhibit 3 to the Company's
Registration Statement on Form S-1, filed with the SEC on January 28,
1992 (SEC File No. 33-45222) and incorporated herein by reference.
10.0 Argo Bancorp, Inc. 1996 Management Recognition and Retention Plan.
23.1 Consent of KPMG Peat Marwick LLP.
24.0 Power of Attorney (located in the signature pages).
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; (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; and (iii) to include any
material information with respect to the plans of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement unless the information required by
(i) and (ii) is contained in periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Exchange Act that are incorporated by reference
into this Registration Statement;
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2. 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;
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 each Plan; and
4. 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
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.
5. 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 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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CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Argo Bancorp, Inc. 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 Summit, State of Illinois, on the 24th day of
September, 1996.
Argo Bancorp, Inc.
By: /s/ John G. Yedinak
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John G. Yedinak
President and Chief Executive Officer
Each person whose individual signature appears below hereby makes,
constitutes and appoints John G. Yedinak to sign for such person and in such
person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Name Title Date
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/s/ John G. Yedinak Chairman of the Board, September 24, 1996
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John G. Yedinak Executive Officer
/s/ Sergio Martinucci Director September 24, 1996
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Sergio Martinucci
/s/ Charles E. Shomo IV Director September 24, 1996
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Charles E. Shomo IV
/s/ Richard B. Duffner Director September 24, 1996
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Richard B. Duffner
/s/ Donald G. Wittmer Director September 24, 1996
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Donald G. Wittmer
/s/ Frances M. Pitts Executive Vice President, September 24, 1996
- ------------------------ Secretary and Director
Frances M. Pitts
/s/ Carol J. Delgado Senior Vice President and September 24, 1996
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Carol S. Delgado (principal financial and
accounting officer)
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EXHIBIT INDEX
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Exhibit Method of
No. Description Filing/Location
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4.1 Stock Certificate of Argo Incorporated by reference
Bancorp, Inc. to Exhibit 4.0 of the
Company's Registration
Statement on Form S-1,
filed with the SEC on
January 28, 1992 (SEC
File No. 33-45222).
4.2 Certificate of Incorporation of Incorporated by reference
Argo Bancorp, Inc. to Exhibit 3 of the
Company's Registration
Statement on Form S-1,
filed with the SEC on
January 28, 1992 (SEC
File No. 33-45222).
4.3 Bylaws of Argo Bancorp, Inc. Incorporated by reference
to Exhibit 3 of the
Company's Registration
Statement on Form S-1,
filed with the SEC on
January 28, 1992 (SEC
File No. 33-45222).
10.0 Argo Bancorp, Inc. 1996 Filed herewith.
Management and Retention
Plan
23.1 Consent of KPMG Peat Filed herewith.
Marwick LLP
24.0 Power of Attorney Located in the Signature
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