As filed with the Securities and Exchange Commission on July 26, 1996
Registration No.
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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ILLINOIS COMMUNITY BANCORP, INC.
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(Exact name of Registrant as Specified in Its Charter)
Illinois [HC's EIN]
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
210 E. Fayette Avenue
Effingham, Illinois 62401-3613
(217) 347-7127
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(Address of Principal Executive Offices)
Illinois Community Bancorp, Inc.
Management Recognition Plan
Illinois Community Bancorp, Inc.
1996 Stock Option and Incentive Plan
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(Full Title of the Plan)
J. Mark Poerio, Esquire
Howard S. Parris, Esquire
Housley Kantarian & Bronstein, P.C.
1220 19th Street N.W., Suite 700
Washington, D.C. 20036
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(Name and Address of Agent For Service)
(202) 822-9611
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of each Proposed Maximum Proposed Maximum Amount of
class of Securities Amount to be Offering Price Aggregate Offering Registration
to be registered registered Per Share Price Fee
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Common Stock,
$0.01 par value 70,357 (1) $(2) $912,971.55 (2) $315.00
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(1) Maximum number of shares issuable under Illinois Community Bancorp, Inc.
Management Recognition Plan (20,102 shares) and 1996 Stock Option and
Incentive Plan (50,255 shares), as such amounts may be increased in
accordance with said plan in the event of a merger, consolidation,
recapitalization or similar event involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based
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upon the price at which the options may be exercised. 70,357 shares are
being registered hereby, of which 49,242 are under option at a weighted
average exercise price of $12.25 per share ($603,214.50 in the aggregate).
The remainder of such shares, which are not presently subject to option
(21,115 shares), are being registered based upon their stock value
determined as of June 30, 1996, of $14.67 per share ($309,757.05 in the
aggregate). Therefore, the total amount of the offering being registered
herein is $912,971.55.
PART I
INFORMATION REQUIRED IN THE SECTION
10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
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ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
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*Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in the Illinois
Community Bancorp, Inc. Management Recognition Plan and 1996 Stock Option and
Incentive Plan (together, the "Plans") in accordance with Rule 428(b)(1). In
accordance with Note to Part I of Form S-8, such documents are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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Illinois Community Bancorp, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "1934
Act") and, accordingly, files periodic reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information concerning the Company filed with the Commission may be
inspected and copies may be obtained (at prescribed rates) at the Commission's
Public Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549.
The following document is incorporated by reference in this Registration
Statement:
The description of the Company's securities as contained in the
Registration Statement on Form S-4, as filed with the Commission on April 9,
1996 (Commission File No. 333-3322).
A copy of the Prospectus for the Common Stock, included in the Company's
Registration Statement (Commission File No. 333-3322).
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A), 13(C), 14,
AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 AFTER THE DATE HEREOF AND PRIOR
TO THE TERMINATION OF THE OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE
$0.01 PER SHARE ("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE
IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE DATE OF FILING
OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
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Not applicable, as the Common Stock is registered under Section 12 of the
Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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INDEMNIFICATION OF DIRECTORS AND OFFICERS OF ILLINOIS GUARANTEE SAVINGS BANK,
F.S.B.
The Bank is required by OTS regulations to indemnify its directors,
officers and employees against legal and other expenses incurred in defending
lawsuits brought against them by reason of the performance of their official
duties. Indemnification may be made to such person only if final judgment on the
merits is in his favor or, in case of (i) settlement, (ii) final judgment
against him or (iii) final judgment in his favor, other than on the merits, if a
majority of the disinterested directors of the Bank determines that he was
acting in good faith within the scope of his employment or authority as he could
reasonably have perceived it under the circumstances and for a purpose he could
have reasonably believed under the circumstances was in the best interest of the
Bank or its stockholders. If a majority of the disinterested directors of the
Bank concludes that in connection with an action any person ultimately may
become entitled to indemnification, the directors may authorize payment of
reasonable costs and expenses arising from defense or settlement of such action.
INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
The Company's Articles of Incorporation provide for indemnification of any
individual who is or was a director, officer, employee or agent of the Company
(collectively, a "Covered Person") in any proceeding in which the individual is
made a party as a result of his service in such capacity, as follows. With
respect to an action or suit by or in the right of the Company (a derivative
suit), the Company will indemnify a Covered Person for expenses (including
attorneys' fees, but excluding amounts paid in settlement) actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit only if: (i) the Covered Person is successful on the merits or
otherwise; or (ii) the Covered Person acted in good faith in the transaction
that is the subject of the suit or action, and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Company. Such
Covered Person will not be indemnified with respect to any claim, issue or
matter as to which he has been adjudged to have been liable to the Company
unless, and only to the extent that, the court in which the suit was brought
shall determine that he is entitled to indemnification.
Generally, with respect to a suit, action or proceeding (whether civil,
criminal, administrative or investigative), other than a derivative suit (a
nonderivative suit), against a Covered Person, the Company will indemnify the
covered person for amounts reasonably incurred by the Covered Person in
connection with the nonderivative suit, including, but not limited to, expenses
(including attorneys' fees), amounts paid in settlement, judgments and fines.
Indemnification may only be made in a non-derivative suit if: (i) the Covered
Person is successful on the merits or otherwise, or (ii) the Covered Person
acted in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Corporation.
If the Indemnification provisions of the Company's Articles of
Incorporation are invalidated by a court of competent jurisdiction, then any
Covered Person will be indemnified to the full extent permitted by applicable
law. Additionally, if the Illinois Business Corporation Act is amended, or other
Illinois law is enacted, to permit further indemnification, then any Covered
Person will be indemnified to the fullest extent as permitted by the Illinois
Business Corporation Act, as so amended, or such other Illinois law. Management
does not have any plans to provide for indemnification rights beyond those
provided in the Company's Articles of Incorporation.
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 SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
The Company's Articles of Incorporation also provide that a director will
not be personally liable to the Company or its stockholders for monetary damages
for breach of his or her fiduciary duty as a director, except (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) under Section 8.65 of the Illinois Business
Corporation Act (dealing with, among other things, unlawful distributions), or
(iv) for any transaction from which the director derived any improper personal
benefit.
This provision eliminates the potential liability of the Company's
directors and officers for failure, through ordinary negligence, to satisfy
their duty of care, which requires directors and officers to exercise informed
business judgment in discharging their duties. It may thus reduce the likelihood
of derivative litigation against directors and officers and discourage or deter
stockholders from bringing a lawsuit against directors and officers for breach
of their duty of care, even though such an action, if successful, might
otherwise have been beneficial to the Company and its stockholders. Stockholders
may thus be surrendering a cause of action based upon negligent business
decisions, including those relating to attempts to change control of the
Company. The provision will not, however, affect the right to pursue equitable
remedies for breach of the duty of care, although such remedies might not be
available as a practical matter, and the provision does not apply to breaches of
duty prior to the incorporation of the Company or to breaches not committed as a
director, officer, employee or agent of the Company.
To the best of management's knowledge, there is currently no pending or
threatened litigation for which indemnification may be sought or any recent
litigation involving directors of the Bank that might have been affected by the
limited liability provision in the Company's Articles of Incorporation had it
been in effect at the time of the litigation. Federal regulations contain no
provisions for limitation of directors' liability.
The above provisions seek to ensure that the ability of the Company's
directors and officers to exercise their best business judgment in managing the
Company's affairs, subject to their continuing fiduciary duties of loyalty to
the Company and its stockholders, is not unreasonably impeded by exposure to the
potentially high personal costs or other uncertainties of litigation. The nature
of the tasks and responsibilities undertaken by directors and officers often
requires such persons to make difficult judgments of great importance which can
expose such persons to personal liability, but from which they will acquire no
personal benefit (other than as stockholders). In recent years, litigation
against corporations and their directors and officers, often amounting to mere
"second guessing" of good-faith judgments and involving no allegations of
personal wrongdoing, has become common. Such litigation often claims damages in
large amounts which bear no relationship to the amount of compensation received
by the directors or officers, particularly in the case of directors who are not
officers of the corporation. The expense of defending such litigation,
regardless of whether it is well founded, can be enormous. Individual directors
and officers can seldom bear either the legal defense costs involved or the risk
of a large judgment.
In order to attract and retain competent and conscientious directors and
officers in the face of these potentially serious risks, corporations have
historically provided for corporate indemnification in their bylaws and have
obtained liability insurance protecting the company and its directors and
officers against the cost of litigation and related expenses. Based upon the
publicized trends in the insurance industry and the reported experience of other
companies, the Company's management has no reason to believe that these problems
will be alleviated in the near future. While in the opinion of the Company's
management current conditions have not to date impaired the Company's ability to
secure qualified directors and officers, management of the Company believes that
these trends may result in individuals being unwilling, in many instances, to
serve as directors of the Company without at least a partial supplement to the
protection which such insurance has historically provided. The provisions of the
Company's Articles of Incorporation relating to director liability and the
Illinois law authorizing such provisions are intended to reduce, in appropriate
cases, the risk incident to serving as a director, which otherwise could be
covered by liability insurance. The Company's Board of Directors, the individual
members of which will benefit from the inclusion of the indemnification and
limitation of liability provisions, has a personal interest in including these
provisions in the Company's Articles of Incorporation at the potential expense
of stockholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
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Not Applicable.
ITEM 8. EXHIBITS
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For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.
ITEM 9. UNDERTAKINGS
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1. The undersigned registrant hereby undertakes:
(a) 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 of 1933;
(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;
(iii) 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;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1934, to treat each post-effective amendment as a new
registration statement relating to the securities offered, and the offering of
the securities at that time to be the initial bona fide offering.
(c) 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.
2. 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
3. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
4. 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Effingham, State of Illinois, on July 23, 1996.
ILLINOIS COMMUNITY BANCORP, INC.
By:/s/ Gerald E. Ludwig
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Gerald E. Ludwig
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Gerald E. Ludwig Chief Executive Officer and July 23, 1996
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Gerald E. Ludwig Chairman of the Board
/s/ Douglas A. Pike President, Chief Financial and July 23, 1996
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Douglas A. Pike Accounting Officer and Director
/s/ Michael F. Sehy Vice Chairman of the Board July 23, 1996
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Michael F. Sehy
/s/ Milton Hinkle Director July 23, 1996
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Milton Hinkle
/s/ Frederick C. Schaefer Director July 23, 1996
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Frederick C. Schaefer
/s/ Ernest E. Garbe Director July 23, 1996
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Ernest E. Garbe
/s/ Garrett M. Andes, II Director July 23, 1996
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Garrett M. Andes, II
INDEX TO EXHIBITS
Sequential
Exhibit Description Page Number
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5 Opinion of Housley Kantarian & Bronstein, P.C.
as to the validity of the Common Stock being
registered
23 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5)
23.1 Consent of Independent Certified Public
Accountants
24 Power of Attorney (contained in the signature
page to the Registration Statement on Form S-4
as filed with the Commission on April 9, 1996).
99.1 Illinois Community Bancorp, Inc. Management
Recognition Plan and associated trust agreement
99.2 Illinois Community Bancorp, Inc. 1996 Stock
Option and Incentive Plan
99.3 Form of Stock Option Agreement to be entered
into with Optionees with respect to Incentive
Stock Options granted under the 1996 Stock
Option and Incentive Plan
99.4 Form of Stock Option Agreement to be entered
into with Optionees with respect to Non-
Incentive Stock Options granted under the 1996
Stock Option and Incentive Plan
99.5 Form of Agreement to be entered into with
Optionees with respect to Stock Appreciation
Rights granted under the 1996 Stock Option
and Incentive Plan
99.6 Notice of MRP Award
99.7 Board resolutions approving the Management
Recognition Plan and 1996 Stock Option and
Incentive Plan and authorizing the issuance of
shares of common stock in accordance with the
terms of the 1996 Stock Option and Incentive
Plan and the Management Recognition Plan
99.8 Memorandum concerning taxation of MRP Awards,
and associated election form