As filed with the
Securities and Exchange Commission on May 20, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
DAMEN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-4029638
(State or other jurisdiction of (I.R.S. Employer
of incorporation or organization) Identification No.)
200 West Higgins Road, Schaumburg, Illinois 60195
(Address of principal executive offices) (Zip Code)
DAMEN FINANCIAL CORPORATION
1996 RECOGNITION AND RETENTION PLAN
(Full title of the plan)
Jane K. Storero, P.C.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership
including professional corporations)
Suite 700 East
1100 New York Avenue, N.W.
Washington, DC 20005-3934
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per share price fee
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Common Stock,
par value
$.01 per
share........ 158,700 $11.625(2) $1,844,888(2) $637(2)
shares
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<FN> (1) Pursuant to Rule 416 under the Securities Act of 1933,
as amended, this Registration Statement covers, in addition
to the number of shares set forth above, an indeterminate
number of shares which, by reason of certain events specified
in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the
purpose of calculating the registration fee, based upon the
closing price of the Common Stock on the Nasdaq National
Market System of $11.625 per share on May 16, 1996.
/TABLE
I - 1
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 Damen Financial
Corporation 1996 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 NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by Damen
Financial Corporation (the "Company") with the Commission are hereby
incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the transition period
from December 1, 1994 to September 30, 1995 (File No. 0-25484) filed
pursuant to Rule 13a-1 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1995 and March 31, 1996 (File No. 0-25484) filed pursuant to
Rule 13a-13 of the Exchange Act;
(c) all other reports filed by the Company pursuant to Section 12 or
15(d) of the Exchange Act since the end of the period covered by the Report
referred to above;
(d) the Company's definitive Proxy Statement for its Annual Meeting of
Stockholders held on January 23, 1996;
(e) the Company's definitive Proxy Statement for its Special Meeting
of Stockholders held May 9, 1996; and
(f) the description of the common stock, par value $.01 per share, of
the Company contained in the Company's Registration Statement on Form 8-A
(File No. 0-25484) filed with the Commission on August 7, 1995 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, 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,
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 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.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person,
a copy of any or all of the documents
II-2
incorporated by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference to the information that is
incorporated). Requests should be directed to Janine M. Poronsky, Vice
President and Secretary, 200 West Higgins Road, Schaumburg, Illinois 60195,
telephone number (847) 882-5320.
All information appearing in this Registration Statement and
the Prospectus is qualified in its entirety by the detailed
information, including financial statements, appearing in the documents
incorporated herein or therein by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article ELEVENTH of the Company's Certificate of Incorporation
provides for indemnification of directors and officers of the
Registrant against any and all liabilities, judgments, fines and reasonable
settlements, costs, expenses and attorneys' fees incurred in any actual,
threatened or potential proceeding, except to the extent that such
indemnification is limited by Delaware law and such law cannot be varied by
contract or bylaw. Article ELEVENTH also provides for the authority to
purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation's board of directors to grant
indemnity under certain circumstances to directors and officers, when made,
or threatened to be made, parties to certain proceedings by reason of such
status with the corporation, against judgments, fines, settlements and
expenses, including attorneys' fees. In addition, under certain
circumstances such persons may be indemnified against expenses actually and
reasonably incurred in defense of a proceeding by or on behalf
of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties
to certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against
expenses actually and reasonably incurred in connection
with the defense or settlement of a proceeding by or in
the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation or other corporation or enterprise, as
appropriate, (iii) with respect to a criminal proceeding, had no reasonable
cause to believe his conduct was unlawful, and (iv) was not Adjudged to be
liable to the corporation or other corporation or enterprise
(unless the court where the proceeding was brought determines that such
person is fairly and reasonably entitled to indemnity).
II-3
Unless ordered by a court, indemnification may be made only
following a determination that such indemnification is permissible because
the person being indemnified has met the requisite standard of conduct.
Such determination may be made (i) by the corporation's board of directors
by a majority vote of a quorum consisting of directors not at the time
parties to such proceeding; or (ii) if such a quorum cannot be obtained or
the quorum so directs, then by independent legal counsel in a written
opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and officers
in defending a proceeding to be paid by the corporation in advance of the
final disposition of such proceedings upon the receipt of an undertaking by
the director or officer to repay such amount if it is ultimately determined
that he is not entitled to be indemnified by the corporation against such
expenses.
Under a directors' and officers' liability insurance policy,
directors and officers of the Company are insured against certain
liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Reference to
Prior Filing or
Regulation S-K Exhibit Number
Exhibit Number Document Attached Hereto
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4 Instruments defining the rights of
security holders, including debentures:
Certificate of Incorporation of Damen
Financial Corporation *
Bylaws of Damen Financial Corporation **
Damen Financial Corporation 1996
Recognition and Retention Plan 4
5 Opinion of Silver, Freedman & Taff, L.L.P. 5
23 Consents of Experts and Counsel:
Consent of Silver, Freedman & Taff, L.L.P. 23.1
Consent of Cobitz, VandenBerg & Fennessy 23.2
24 Power of Attorney Contained on
Signature Page
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* Incorporated hereby by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Registration No. 33-93868 filed on
June 23, 1995).
** Incorporated hereby by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (Registration No. 33-93868 filed on
June 23, 1995).
II-4
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 this
registration statement 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.
(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.
(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 of 1933,
each filing of the Registrant's annual report pursuant to
Section 13(a) or 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) 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 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 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 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and the Registrant has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of Schaumburg,
State of Illinois, on May 20, 1996.
DAMEN FINANCIAL CORPORATION
By: /s/ Mary Beth Poronsky Stull
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Mary Beth Poronsky Stull, Chairman
of the Board, President and Chief
Executive Officer (Duly Authorized
Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mary Beth Poronsky Stull or
Janine M. Poronsky, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him or
her in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits
thereto, and all 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, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming said attorney-in-fact and agent or his 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 below by the following persons in
the capacities and on the dates indicated.
/s/ Janine M. Poronsky /s/ Mary Beth Poronsky Stull
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Janine M. Poronsky, Vice Mary Beth Poronsky Stull, Chairman
President, Corporate of the Board, President and Chief
Secretary and Director Executive Officer (Principal
Executive and Operating Officer)
Date: May 20, 1996
Date: May 20, 1996
II-6
/s/ Charles J. Caputo
---------------------- ----------------------------
Edward R. Tybor, Charles J. Caputo,
Director Director
Date: Date: May 20, 1996
/s/ Gerald J. Gartner
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Carol A. Diver, Director Gerald J. Gartner, Treasurer
and Chief Financial Officer
Date: (Principal Financial and
Accounting Officer)
Date: May 20, 1996
/s/ Mark C. Guinan
------------------------
Mark C. Guinan, M.D.,
Director
Date: May 20, 1996
II-7
EXHIBIT INDEX
Reference to
Regulation Prior Filing or
S-K Exhibit Exhibit Number
Number Document Attached Hereto
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4 Instruments defining the
rights of security
holders, including debentures
Certificate of Incorporation
of Damen Financial *
Corporation
Bylaws of Damen Financial
Corporation **
Damen Financial Corporation 1996
Recognition and Retention Plan 4
5 Opinion of Silver, Freedman &
Taff, L.L.P. 5
23 Consents of Experts and Counsel
Consent of Silver, Freedman &
Taff, L.L.P. 23.1
Consent of Cobitz, VandenBerg
& Fennessy 23.2
24 Power of Attorney Contained
on
Signature
Page
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* Incorporated hereby by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Registration No. 33-93868 filed on
June 23, 1995).
** Incorporated hereby by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (Registration No. 33-93868 filed on
June 23, 1995).