UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 25, 2005
CFS BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
000-24611 35-2042093
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(Commission File Number) (IRS Employer Identification No.)
707 Ridge Road, Munster, Indiana 46321
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(Address of Principal Executive Offices) (Zip Code)
(219) 836-5500
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 25, 2005, CFS Bancorp, Inc. (the "Registrant") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with CFS Bancorp, Inc.
("CFS Indiana"), an Indiana corporation and a wholly-owned subsidiary of the
Registrant. CFS Indiana was formed by the Registrant for the sole purpose of
facilitating the reincorporation of the Registrant in Indiana. Under the terms
of the Merger Agreement, the Registrant will reincorporate in Indiana by merging
into CFS Indiana (the "Reincorporation Merger") and each share of the
Registrant's common stock will be automatically exchanged for one fully paid and
nonassessable share of CFS Indiana common stock ("CFS Indiana Common Stock"). In
addition, CFS Indiana will assume all options then outstanding under the
Registrant's existing equity incentive plans, and such options will be
exercisable for shares of CFS Indiana Common Stock, but otherwise on the same
terms as were applicable to such options prior to the Reincorporation Merger.
Completion of the Reincorporation Merger is subject to customary closing
conditions but has received the approval of the stockholders of the Registrant
and the shareholders of CFS Indiana. The transaction is intended to qualify as a
tax-free reorganization under Section 368(a) of the Internal Revenue Code of
1986, as amended. The companies expect to close the transaction during the
second calendar quarter of 2005.
The Merger Agreement provides that the board of directors of CFS Indiana
following the Merger will consist of those persons who were directors of the
Registrant immediately prior to the effective time of the Reincorporation. The
officers of CFS Indiana following the Merger will be those persons who were
officers of the Registrant immediately prior to the effective time of the
Reincorporation merger.
The foregoing summary of the proposed transaction and the Merger Agreement is
subject to, and qualified in its entirety by the Merger Agreement, attached
hereto as exhibit 2.1, and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.1 Agreement and Plan of Merger, dated April 25, 2005, by
and between CFS Bancorp, Inc. and CFS Bancorp, Inc.
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 hereunto duly authorized.
CFS BANCORP, INC.
(Registrant)
Date: April 29, 2005 By: /s/ Brian L. Goins
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Brian L. Goins
Senior Vice President
INDEX TO EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated April 25, 2005, by
and between CFS Bancorp, Inc. and CFS Bancorp, Inc.