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As filed with the Securities and Exchange Commission on April 2, 1999
Registration No. 333-24057
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ST. FRANCIS CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WISCONSIN 6711 39-1747461
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(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Code Number) Identification No.)
13400 BISHOPS LANE, SUITE 350
BROOKFIELD, WISCONSIN 53005-6203
(414) 486-8700
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(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
ST. FRANCIS CAPITAL CORPORATION
1997 STOCK OPTION PLAN, AS AMENDED
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(Full title of the plan)
THOMAS R. PERZ, PRESIDENT
ST. FRANCIS CAPITAL CORPORATION
13400 BISHOPS LANE, SUITE 350
MILWAUKEE, WISCONSIN 53005-6203
(414) 486-8700
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(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
Copies to:
PATRICK J. MARGET, ESQ.
MICHAEL BEST & FRIEDRICH LLP
100 EAST WISCONSIN AVENUE
SUITE 3300
MILWAUKEE, WISCONSIN 53202
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. |X|
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CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED
SECURITIES MAXIMUM MAXIMUM AMOUNT OF
TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE OFFERING FEE
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Common Stock 320,000(3) $43.125(4) $13,800,000 $3,836.40
$0.01 par value
per share
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(1) Together with an indeterminate number of additional shares
which may be necessary to adjust the number of shares reserved
for issuance pursuant to the St. Francis Capital Corporation
1997 Stock Option Plan, as amended (the "1997 Option Plan"),
as the result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock of St. Francis
Capital Corporation pursuant to Rule 416(a).
(2) This Registration Statement also includes associated Rights to
purchase shares of the Registratnt's Series A Junior
Participating Preferred Stock, which Rights (i) are not
currently separable for the shares of Common Stock, and (ii)
are not currently exercisable.
(3) Represents 320,000 shares reserved for issuance under the 1997
Option Plan.
(4) Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(h)(1). The proposed
maximum offering price per share is based upon the average of
the high and low prices for the shares of Common Stock as
reported on the NASDAQ National Market System on March 29,
1999.
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This Registration Statement shall become effective
automatically upon the date of filing in accordance with Section 8(a) of the
Securities Act of 1933, as amended, and 17 C.F.R. Section 230.462.
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REGISTRATION OF ADDITIONAL SECURITIES
This Amendment No. 1 to the Form S-8 Registration Statement is being
filed to register the additional 320,000 shares of Common Stock authorized for
issuance under the 1997 Option Plan as a result of an amendment to such plan
approved by shareholders of the Company on January 27, 1999. Additional
securities of the same class authorized for issuance under the 1997 Option Plan
are the subject of a Registration Statement on Form S-8 filed with the
Commission on March 27, 1997 (File No. 333-24057) (the "1997 Form S-8"). The
contents of the 1997 Form S-8 are incorporated by reference herein pursuant to
Instruction E of Form S-8.
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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 caused this Amendment No.
1 to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Brookfield, State of Wisconsin on
March 31, 1999.
ST. FRANCIS CAPITAL CORPORATION
By: /s/ Thomas R. Perz
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Thomas R. Perz, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas R. Perz and Jon D. Sorenson, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including pre-effective
and post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them acting singly, full power and
authority to do and perform each and every act and thing necessary and requisite
to be done, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
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/s/ Thomas R. Perz
- ------------------------------- President, Chief Executive Officer
Thomas R. Perz and Director (Principal Executive Officer)
/s/ Jon D. Sorenson*
- ------------------------------- Chief Financial Officer and Treasurer
Jon D. Sorenson (Principal Financial and Accounting
Officer)
/s/ John C. Schlosser*
- ------------------------------- Director
John C. Schlosser
/s/ Jeffrey A. Reigle*
- ------------------------------- Director
Jeffrey A. Reigle
/s/ Rudolph T. Hoppe* Director March 31, 1999
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Rudolph T. Hoppe
/s/ David J. Drury*
- ------------------------------- Director
David J. Drury
/s/ Edward W. Mentzer*
- ------------------------------- Director
Edward W. Mentzer
/s/ Edmund O. Templeton*
- ------------------------------- Director
Edmund O. Templeton
- ------------------------------- Director
Julia H. Taylor
By: /s/ Thomas R. Perz
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Thomas R. Perz, Attorney-in-fact
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EXHIBIT INDEX
REGULATION S-K
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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Exhibit 4 St. Francis Capital Corporation 1997 Stock Option Plan, as amended
Exhibit 5 Opinion of Michael Best & Friedrich LLP
Exhibit 23.1 Consent of KPMG LLP
Exhibit 23.2 Consent of Michael Best & Friedrich LLP (included in Exhibit 5)
Exhibit 24 Power of Attorney (included as part of signature page)
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