As filed with the Securities and Exchange Commission on May 17, 1996
Registration No. 33-____
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________
STANDARD FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-3941870
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
800 BURR RIDGE PARKWAY
BURR RIDGE, ILLINOIS 60521
(Address of principal executive offices)
__________________
STANDARD FINANCIAL, INC.
MANAGEMENT RECOGNITION AND RETENTION PLAN
(Full title of the plan)
__________________
RANDALL R. SCHWARTZ
VICE PRESIDENT AND GENERAL COUNSEL
STANDARD FINANCIAL, INC.
800 BURR RIDGE PARKWAY
BURR RIDGE, ILLINOIS 60521
(Name and address of agent for service)
(708) 986-4900
(Telephone number, including area code, of agent for service)
WITH COPIES TO:
RICHARD A. SIRUS, ESQ.
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
(312) 984-3100
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1)(2) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE(2)
_________________________________________________________________________________________________________________________________
Common Stock, $.01 Par Value 745,200 $15.125 $11,271,150 $3,887.00
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(1) Pursuant to Rule 416(a) under the Securities Act, this Registration
Statement also registers such indeterminate number of additional shares as
may be issuable under the Plan in connection with share splits, share
dividends or similar transactions.
(2) Estimated pursuant to Rule 457(h) under the Act solely for the purpose of
calculating the registration fee and based, in accordance with Rule 457(c),
upon the average of the high and low prices of the shares of the
Registrant's Common Stock as reported on the Nasdaq Stock Market on May 10,
1996.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Standard Financial, Inc.
Management Recognition and Retention Plan (the "Plan") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by Standard
Financial, Inc. (the "Company") with the Commission are hereby incorporated by
reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1995 (File No. 0-24082), filed with
the Commission on April 1, 1996.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal
year covered by the Form 10-K referred to in (a) above.
(c) The description of the Company's Common Stock, par value
$0.01 per share, contained in Item 1 of the Company's
Registration Statement on Form 8-A (File No. 0-24082),
originally filed with the Commission on May 9, 1994, and
all amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, 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, shall be deemed incorporated by reference into this Registration
Statement and to be a part thereof from the date of the filing of such
documents. Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the prospectus
which is a part hereof (the "Prospectus") to the extent that a statement
contained herein or therein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein or therein
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 and the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the General Corporation Law of the State of
Delaware (being Chapter 1 of Title 8 of the Delaware Code), Articles X and XI of
the Company's Certificate of Incorporation provide as follows:
ARTICLE X
INDEMNIFICATION
A. Each person who was or is made a party or is
threatened to be made a party to or otherwise involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a Director or
an Officer of the Corporation or is or was serving at the
request of the Corporation as a Director, Officer, employee
or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to any
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employee benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity
as a Director, Officer, employee or agent or in any other capacity
while serving as a Director, Officer, employee or agent shall be
indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment)
against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid
in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith; provided, however, that, except as provided in
Section C hereof with respect to such proceedings to enforce rights
to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the
Corporation.
B. The right to indemnification conferred in Section A
of this Article X shall include the right to be paid by the
Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that if the
Delaware General Corporation Law requires an advancement of
expenses incurred by an indemnitee in his or her capacity as
a Director or Officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including,
without limitation, services to an employee benefit plan)
shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf
of such indemnitee, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision
from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to
be indemnified for such expenses under this Section or
otherwise. The rights to indemnification and to the
advancement of expenses conferred in Sections A and B of this
Article X shall be contract rights and such rights shall
continue as to an indemnitee who has ceased to be a Director,
Officer, employee or agent and shall inure to the benefit of
the indemnitee's heirs, executors and administrators.
C. If a claim under Sections A and B of this Article X
is not paid in full by the Corporation within sixty days
after a written claim has been received by the Corporation,
except in the case of a claim for an advancement of expenses,
in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expenses of
prosecuting or defending such suit. In (i) any suit brought
by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit by the Corporation to
recover an advancement of expenses pursuant to the terms of
an undertaking the Corporation shall be entitled to recover
such expenses upon a final adjudication that, the indemnitee
has not met any applicable standard for indemnification set
forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the
circumstances because the indemnitee has met the applicable
standard of conduct, set forth in the Delaware General
Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has
not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable
standard of conduct or, in the case of such a suit brought by
the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder,
or by the Corporation to
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recover an advancement of expenses hereunder, or by the Corporation
to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses,
under this Article X or otherwise shall be on the Corporation.
D. The rights to indemnification and to the
advancement of expenses conferred in this Article X shall not
be exclusive of any other right which any person may have or
hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its
expense, to protect itself and any Director, Officer,
employee or agent of the Corporation or subsidiary or
affiliate or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or
loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from
time to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any
employee or agent of the Corporation to the fullest extent of
the provisions of this Article X with respect to the
indemnification and advancement of expenses of Directors and
Officers of the Corporation.
ARTICLE XI
ELIMINATION OF DIRECTORS' LIABILITY
A Director of this Corporation shall not be personally
liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director, except
for liability (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section
174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is
amended to authorize corporation action further eliminating
or limiting the personal liability of Directors, then the
liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended.
Any appeal or modification of the foregoing paragraph by
the stockholders of the Corporation shall not adversely
affect any right or protection of a Director of the
Corporation existing at the time of such repeal or
modification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission 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. EXHIBITS.
See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement
to include: (i) 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 which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement; and (iii) 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 provisions (i) and
(ii) of this undertaking are inapplicable if the information to be
filed thereunder is contained in periodic reports filed by the
Company pursuant to Sections 13 or 15(d) of the Exchange Act and
incorporated by reference into the Registration Statement.
(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 the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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) 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 provision, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
of expenses incurred or paid by a director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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 the City of Burr Ridge, State of Illinois, on May 16, 1996.
STANDARD FINANCIAL, INC.
By: /s/ David H. Mackiewich
____________________________________________
David H. Mackiewich, Chairman of the
Board, President and Chief Executive Officer
By: /s/ Thomas M. Ryan
____________________________________________
Thomas M. Ryan, Executive Vice
President, Chief Financial Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints David H. Mackiewich and Thomas M. Ryan, and each
of them, his true and lawful attorney-in-fact and agent, each with full power of
substitution and re-substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities to sign any or all amendments
(including 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, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or the undersigned's substitute or substitutes, 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 each of the following persons in the
capacities indicated on the dates indicated below.
SIGNATURE TITLE
- --------- -----
/s/ David H. Mackiewich Chairman of the Board, President and Chief Executive Officer
_________________________________
David H. Mackiewich
/s/ Thomas M. Ryan Executive Vice President, Chief Financial and Operating Officer
_________________________________
Thomas M. Ryan (principal financial and accounting officer) and Director
/s/ Stasys J. Baras Director
_________________________________
Stasys J. Baras
S-1
SIGNATURE TITLE
- --------- -----
/s/ John A. Brdecka Director
_________________________________
John A. Brdecka
/s/ Fred V. Gwyer Director
_________________________________
Fred V. Gwyer
/s/ George W. Lane Director
_________________________________
George W. Lane
/s/ Tomas A. Kisielius Director
_________________________________
Tomas A. Kisielius
/s/ Sharon Reese Dalenberg Director
_________________________________
Sharon Reese Dalenberg
/s/ Albert M. Petkus Director
_________________________________
Albert M. Petkus
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STANDARD FINANCIAL, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Incorporated
Exhibit Description Herein by Filed Sequential
No. Reference To Herewith Page No.
_____________________________________________________________________________________________________
4.1 Certificate of Exhibit 3.1 to the Registration
Incorporation of Standard Statement on Form S-1 filed with
Financial, Inc. the Commission by Standard
Financial, Inc. on March 18,
1994, as amended (SEC File No.
33-76596)
4.2 Bylaws of Standard Exhibit 3.2 to the Registration
Financial, Inc. Statement on Form S-1 filed with
the Commission by Standard
Financial, Inc. on March 18,
1994, as amended (SEC File No.
33-76596)
4.3 Specimen Stock Exhibit 4.1 to the Registration
Certificate of Standard Statement on Form S-1 filed with
Financial, Inc. the Commission by Standard
Financial, Inc. on March 18,
1994, as amended (SEC File No. 33-
76596)
5.1 Opinion of Barack, X
Ferrazzano, Kirschbaum &
Perlman
23.1 Consent of Ernst & Young X
LLP
23.2 Consent of Barack,
Ferrazzano, Kirschbaum & Included in
Perlman Exhibit 5.1
24.1 Power of Attorney
Included on
Signature
Page to this
Registration
Statement
99.1 Standard Financial, Inc.
Management Recognition X
and Retention Plan
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