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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
Commission file number 000-51331
BankFinancial Corporation
(Exact name of registrant as specified in its charter)
Maryland APPLIED FOR
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15W060 North Frontage Road, Burr Ridge, IL 60527
(Address of principal executive offices)
(630) 242-7700
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all the
reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report), and (2) has been subject to such
filing requirements for the past 90 days. YES NO X
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). YES___ NO X
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There were no shares of common stock, par value $.01, outstanding as of
May 27, 2005.
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BankFinancial Corporation
FORM 10-Q
Index
Part I. Financial Information
Page
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Item 1. Financial Statements
1
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 1
Item 3. Quantitative and Qualitative Disclosures About Market Risk 1
Item 4. Controls and Procedures 1
Part II. Other Information
Item 1. Legal Proceedings 2
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 2
Item 3. Defaults upon Senior Securities 2
Item 4. Submission of Matters to a Vote of Security Holders 2
Item 5. Other Information 2
Item 6. Exhibits 2
Signature Page 3
Part I. Financial Information
BankFinancial Corporation, a Maryland Corporation (the "Company"),
was formed to serve as the stock holding company for
BankFinancial, F.S.B. (the "Bank") as part of the mutual-to-stock
conversion of BankFinancial MHC, Inc. (the "MHC"). As of March 31,
2005, the conversion had not been completed. Accordingly, as of
that date, the Company had no assets or liabilities, and had not
conducted any business other than that of an organizational
nature. Financial and other information with respect to the MHC as
of March 31, 2005 is attached as Exhibit 99 to this quarterly
report.
For a further discussion of the Company's formation and the
operations of the MHC and the Bank, see the Company's Prospectus
as filed on April 29, 2005 with the Securities and Exchange
Commission pursuant to Rule 424(b)(3) of the Rules and Regulations
of the Securities Act of 1933 (File Number 333-119217).
1
Part II - Other Information
Item 1. Legal Proceedings
The Company is not engaged in any legal proceedings of a
material nature as of the date of the filing.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits
The following exhibits are either filed as part of this report
or are incorporated herein by reference:
31.1 Certification of Chief Executive Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32 Certification of Chief Executive Officer and
Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
99 Selected Financial Information
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BankFinancial Corporation
Dated: May 27, 2005 /s/ F. Morgan Gasior
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F. Morgan Gasior
Chairman of the Board, Chief
Executive Officer and President
Dated: May 27, 2005 /s/ Paul A. Cloutier
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Paul A. Cloutier
Executive Vice President and Chief
Financial Officer
3