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 STOCK OPTION AND INCENTIVE 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........ 396,750 $11.625(2) $4,612,219(2) $1,591(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, 376,909
shares are being registered based upon an exercise price of
$11.625 per share ($4,381,567 in the aggregate) and the
remaining 19,841 shares are being registered based upon the
closing price of the Common Stock on the Nasdaq National
Market System of $11.625 per share on May 16, 1996
($230,652 in the aggregate).
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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 Damen Financial Corporation 1996 Stock Option and
Incentive 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.
II - 1
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
Stock Option and Incentive 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.
II - 5
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,
President, Corporate Chairman of the Board,
Secretary and Director President and Chief
Executive Officer
(PrincipalExecutive
and Operating Officer)
Date: May 20, 1996
Date: May 20, 1996
II-6
/s/ Charles J. Caputo
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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
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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).