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) June 30, 2005
CFS BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
INDIANA
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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 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
As described under Item 7.01 below, effective June 30, 2005, CFS Bancorp, a
Delaware corporation ("CFS Bancorp-Delaware") completed its merger (the
"Reincorporation") with and into its wholly owned subsidiary, CFS Bancorp, an
Indiana corporation ("CFS Bancorp-Indiana") in order to reincorporate in the
State of Indiana.
Prior to the Reincorporation, the registrant's corporate affairs were governed
by the corporate law of the State of Delaware, and by its Certificate of
Incorporation and Bylaws (the "Delaware Charter and Bylaws"), each of which was
adopted under Delaware law. Pursuant to the Merger Agreement (as defined in Item
7.01 below), and as a result of the consummation of the Reincorporation, the
Articles of Incorporation and the Bylaws of CFS Bancorp-Indiana in effect
immediately prior to the completion of the Reincorporation (the "Indiana Charter
and Bylaws") became the Articles of Incorporation and Bylaws of the surviving
corporation. Accordingly, the constituent instruments defining the rights of
holders of the registrant's capital stock will now be the Indiana Charter and
Bylaws, copies of which are filed as Appendices B and C, respectively to the
registrant's Definitive Proxy Statement on Schedule 14A (the "Definitive Proxy
Statement") filed with the Securities and Exchange Commission (the "SEC") on
March 25, 2005 and are incorporated herein by reference. Additionally, as a
result of the Reincorporation, Indiana corporate law will generally be
applicable in the determination of the rights of security holders of the
registrant under state corporate laws. The differences in the rights of the
security holders of the registrant as a result of the Reincorporation are more
fully set forth in the registrant's Definitive Proxy Statement.
ITEM 7.01 REGULATION FD DISCLOSURE
Effective on June 30, 2005, CFS Bancorp-Delaware completed a merger with and
into its wholly owned subsidiary, CFS Bancorp-Indiana in order to reincorporate
in the State of Indiana. The Reincorporation was effected pursuant to an
Agreement and Plan of Merger (the "Merger Agreement") dated as of April 25,
2005, by and between CFS Bancorp-Delaware and CFS Bancorp-Indiana. A copy of the
Merger Agreement was filed as Exhibit 2.1 to the registrant's Current Report on
Form 8-K filed with the SEC on April 29, 2005 and is incorporated herein by
reference. The Reincorporation was recommended for approval by the Board of
Directors of both CFS Bancorp-Delaware and CFS Bancorp-Indiana, and was
submitted to a vote of, and approved by, CFS Bancorp-Delaware's stockholders at
its annual meeting held on April 26, 2005 (the "Annual Meeting"), and by the
sole shareholder of CFS Bancorp-Indiana. As a result of the Reincorporation, the
legal domicile of the registrant is now Indiana.
Pursuant to the terms of the Merger Agreement, (i) CFS Bancorp-Delaware merged
with and into CFS Bancorp-Indiana, with CFS Bancorp-Indiana being the surviving
corporation; (ii) CFS Bancorp-Indiana assumed all assets and liabilities of CFS
Bancorp-Delaware and all obligations under CFS Bancorp-Delaware's outstanding
indebtedness and contracts; (iii) CFS Bancorp-Delaware's existing Board of
Directors and officers became the Board of Directors and officers of the
surviving corporation; and (iv) the Articles of Incorporation and Bylaws of CFS
Bancorp-Indiana immediately prior to the Reincorporation remained the Articles
of Incorporation and Bylaws of the surviving corporation following the
Reincorporation. Copies of the Articles of
Incorporation and Bylaws of CFS Bancorp-Indiana were filed as Appendices B and
C, respectively, to the registrant's Definitive Proxy Statement.
As a result of the Merger Agreement, at the effective time of the
Reincorporation: (i) each outstanding share of Common Stock of CFS
Bancorp-Delaware was automatically converted into one share of Common Stock of
CFS Bancorp-Indiana; (ii) each option to purchase a share of common stock of CFS
Bancorp-Delaware outstanding immediately before the Reincorporation was, by
virtue of the Merger Agreement and without any action on the part of the holder
thereof, converted into, and became, a security of CFS Bancorp-Indiana. Each
certificate representing shares of capital stock of CFS Bancorp-Delaware
outstanding immediately before the Reincorporation will, from and after the
Reincorporation, be deemed for all corporate purposes to represent the same
number of shares of capital stock of CFS Bancorp-Indiana.
The above description of the Merger Agreement is qualified in its entirety by
reference to the full and complete text of such agreement, a copy of which was
filed as Appendix A to the registrant's Definitive Proxy Statement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.1 Agreement and Plan of Merger, dated April 25, 2005 (incorporated
by reference to Exhibit 2.1 of the registrant's Current Report
on Form 8-K, filed with the SEC on April 25, 2005)
3(i) Articles of Incorporation of CFS Bancorp-Indiana (incorporated
by reference to Appendix B of the registrant's Definitive Proxy
Statement on Schedule 14A, filed with the SEC on March 25, 2005)
3(ii) Bylaws of CFS Bancorp-Indiana (incorporated by reference to
Appendix D of the registrant's Definitive Proxy Statement on
Schedule 14A, filed with the SEC on March 25, 2005)
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: June 30, 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 (incorporated
by reference to Exhibit 2.1 of the registrant's Current Report
on Form 8-K, filed with the SEC on April 25, 2005)
3(i) Articles of Incorporation of CFS Bancorp-Indiana (incorporated
by reference to Appendix B of the registrant's Definitive Proxy
Statement on Schedule 14A, filed with the SEC on March 25, 2005)
3(ii) Bylaws of CFS Bancorp-Indiana (incorporated by reference to
Appendix D of the registrant's Definitive Proxy Statement on
Schedule 14A, filed with the SEC on March 25, 2005)