As filed with the Securities and Exchange Commission
on July 29, 2003 Registration No. 33-78000
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
_______________
FIDELITY BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3915246
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
5455 WEST BELMONT AVENUE
CHICAGO, ILLINOIS 60641
(Address of Principal Executive Office)
_______________
FIDELITY BANCORP, INC.
1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
AND
1993 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plans)
_______________
MICHAEL JANSSEN
MAF BANCORP, INC.
55TH & HOLMES
CLARENDON HILLS, ILLINOIS 60514
(Name and Address of Agent For Service)
(630) 986-7544
(Telephone Number, Including Area Code, of Agent For Service)
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
On April 20, 1994, Fidelity Bancorp, Inc., a Delaware corporation
("Fidelity Bancorp"), filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 (File No. 333-78000) (the
"Registration Statement") registering a total of 363,687 shares of its common
stock, par value $.01 per share, for issuance and sale pursuant to the Fidelity
Bancorp, Inc. 1993 Stock Option Plan for Outside Directors and the Fidelity
Bancorp, Inc. 1993 Incentive Stock Option Plan (together, the "Plans"). Of the
shares of Common Stock initially registered (as adjusted to give effect to a
three-for-two stock split of Fidelity Bancorp's Common Stock that was declared
on January 22, 2002), 154,506 shares were not issued pursuant to the Plans.
As a result of Fidelity Bancorp's merger into MAF Bancorp, which became
effective July 21, 2003, all outstanding shares of common stock of Fidelity
Bancorp were converted into the right to receive shares of MAF Bancorp common
stock and all outstanding options to purchase Fidelity Bancorp common stock
granted pursuant to the Plans were either cancelled or converted into options to
purchase MAF Bancorp common stock. Accordingly, shares of Fidelity Bancorp
common stock may no longer be issued pursuant to the Plans. This Post-Effective
Amendment No. 1 to the Registration Statement is being filed to deregister the
154,506 shares of Common Stock of Fidelity Bancorp formerly available for
issuance under Plans and registered under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned 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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Village of
Clarendon Hills, State of Illinois, on this 22nd day of July 2003.
MAF BANCORP, INC., AS SUCCESSOR BY
MERGER TO FIDELITY BANCORP, INC.
By: /s/ Allen H. Koranda
---------------------------------
Allen H. Koranda
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the date indicated.
Name Title Date
---- ----- ----
/s/ Allen H. Koranda
________________________ Chairman of the Board and July 22, 2003
Allen H. Koranda Chief Executive Officer
(Principal Executive Officer)
/s/ Kenneth Koranda
________________________ President and Director July 22, 2003
Kenneth Koranda
/s/ Jerry A. Weberling
________________________ Executive Vice President, July 22, 2003
Jerry A. Weberling Chief Financial Officer and Director
(Principal Financial Officer)
/s/ Christine Roberg
________________________ First Vice President and Controller July 22, 2003
Christine Roberg (Principal Accounting Officer)
/s/ Robert Bowles, M.D.
________________________ Director July 22, 2003
Robert Bowles, M.D.
/s/ David C. Burba
________________________ Director July 22, 2003
David C. Burba
/s/ Terry Ekl
________________________ Director July 22, 2003
Terry Ekl
/s/ Harris W. Fawell
________________________ Director July 22, 2003
Harris W. Fawell
/s/ Joe F. Hanauer
________________________ Director July 22, 2003
Joe F. Hanauer
/s/ F. William Trescott
________________________ Director July 22, 2003
F. William Trescott
Name Title Date
---- ----- ----
/s/ Lois B. Vasto
________________________ Director July 22, 2003
Lois B. Vasto
/s/ Andrew J. Zych
________________________ Director July 22, 2003
Andrew J. Zych
/s/ Raymond Stolarczyk
________________________ Director July 22, 2003
Raymond Stolarczyk
________________________ Director
Barbara L. Lamb