AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 2005
REGISTRATION NO. 333-62049
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CFS BANCORP, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-2042093
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
707 RIDGE ROAD 46321
MUNSTER, IN (Zip Code)
(Address of Principal Executive Offices)
STOCK OPTIONS ASSUMED
IN ACQUISITION OF SUBURBFED FINANCIAL CORP.
(Full title of the plans)
MR. THOMAS F. PRISBY
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
CFS BANCORP, INC.
707 RIDGE ROAD
MUNSTER, INDIANA 46321
(Name and address of agent for service)
(219) 836-5500
(Telephone number, including area code, of agent for service)
COPIES TO:
MICHAEL J. MESSAGLIA, ESQ.
KRIEG DEVAULT LLP
ONE INDIANA SQUARE, SUITE 2800
INDIANAPOLIS, INDIANA 46204
(317) 636-4341
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EXPLANATORY NOTE
On June 30, 2005, CFS Bancorp, Inc., a Delaware corporation ("CFS
Bancorp-Delaware") merged (the "Reincorporation Merger") with and into CFS
Bancorp, Inc., an Indiana corporation (the "Company") and a wholly-owned
subsidiary of the CFS Bancorp-Delaware, with the Company surviving the Merger.
The Reincorporation Merger was effected pursuant to that certain Agreement and
Plan of Merger dated as of April 25, 2005 (the "Merger Agreement"), which was
approved by the stockholders of the CFS Bancorp-Delaware at its 2005 Annual
Meeting of Stockholders held on April 26, 2005. Pursuant to the Merger
Agreement, at the effective time of the Reincorporation Merger: (i) each
outstanding share of Common Stock of CFS Bancorp-Delaware was automatically
converted into one share of common stock of the Company; (ii) each option to
purchase a share of common stock of CFS Bancorp-Delaware outstanding immediately
before the Reincorporation Merger was, without any action on the part of the
holder thereof, converted into, and became, a security of the Company; (iii) the
Company assumed all assets and liabilities of CFS Bancorp-Delaware and all
obligations under CFS Bancorp-Delaware's outstanding indebtedness and contracts;
(iv) CFS Bancorp-Delaware's existing Board of Directors and officers became the
Board of Directors and officers of the Company; and (v) the Articles of
Incorporation and Bylaws of the Company immediately prior to the Reincorporation
Merger remained the Articles of Incorporation and Bylaws of the Company
following the Reincorporation Merger.
This Post-Effective Amendment to that certain Registration Statement on
Form S-8 filed with the Securities and Exchange Commission on August 21, 1998
(the "Registration Statement") by CFS Bancorp-Delaware is being filed by the
Company, which is the successor to the CFS Bancorp-Delaware following the
Reincorporation Merger. Because there are no additional shares being registered,
and the registration fee was paid upon the filing of the Registration Statement,
no further registration fee is required.
Pursuant to Rule 414(d) promulgated under the Securities Act of 1933,
as amended (the "Act"), the Company hereby adopts the Registration Statement as
its own registration statements for all purposes of the Act and the Securities
Exchange Act of 1934, as amended ("Exchange Act"). Moreover, the Company hereby
amends and restates the items of the Registration Statement as set forth herein
for the purpose of reflecting material changes resulting from the
Reincorporation Merger.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by CFS Bancorp-Delaware, the predecessor
to the Company, or by the Company with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this Registration Statement:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
2004.
2. Current Report on Form 8-K, dated January 27, 2005.
3. Current Report on Form 8-K, dated March 11, 2005.
4. Current Report on Form 8-K, dated March 24, 2005.
5. Current Report on Form 8-K, dated April 5, 2005.
6. Current Report on Form 8-K, dated April 21, 2005.
7. Amendment No. 1 to Annual Report on Form 10-K for the fiscal year
ended December 31, 2004.
8. Current Report on Form 8-K, dated, April 25, 2005.
9. Current Report on Form 8-K, dates April 26, 2005.
10. Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
11. Current Report on Form 8-K, dated June 23, 2005.
12. Current Report on Form 8-K, dated June 30, 2005.
13. The description of the registrant's common stock contained in its
Registration Statement on Form 8-A together with any amendment or report filed
with the Securities and Exchange Commission for the purpose of updating such
description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the respective date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed documents which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI, Section 6.2 of the Articles of Incorporation set forth the
circumstances under which the Company may indemnify a director, officer,
employee or agent of the Company. The procedures described in Article VI,
Section 6.2 are substantially similar to the procedures set forth in Sections
23-1-37-8 and 23-1-37-13 of the Indiana Business Corporation Law (the "IBCL")
and provide that a corporation may indemnify any individual made a party to a
proceeding because the individual is or was a director, officer, employee or
agent of the corporation against liability incurred in any proceeding if the
individual acted in good faith and reasonably believed (i) in the case of
conduct in the individual's official capacity with the corporation, that the
individual's conduct was in the corporation's best interests and (ii) in all
other cases, that the individual's conduct was at least not opposed to the
corporation's best interests.
In the case of any criminal proceeding, the individual must have also
had either reasonable cause to believe the conduct was lawful or no reasonable
cause to believe that it was unlawful. In addition, Sections 23-1-37-9 and
23-1-37-13 provide that a corporation, unless limited by its articles of
incorporation, must indemnity a director or officer who was wholly successful in
the defense of any proceeding to which the director or officer was a party
because the director or officer is or was a director or officer of the
corporation against reasonable expenses incurred by the director or officer in
connection with any proceeding.
Section 23-1-35-1 of the IBCL provides that a director is not liable
for any action taken as a director, or any failure to act, unless the director
has breached or failed to perform the duties of the director's office in
compliance with Section 23-1-35-1 and the breach or failure to perform
constitutes willful misconduct or recklessness.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
<Table>
<Caption>
Exhibit Number Description of Exhibit
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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)
<Table>
<Caption>
Exhibit Number Description of Exhibit
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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)
5.1 Opinion of Krieg DeVault, LLP
23.1(a) Consent of Krieg DeVault, LLP (included in Exhibit
5.1 hereto)
23.1(b) Consent of Crowe Chizek and Company LLC
23.1(c) Consent of Ernst & Young LLP
24.1 Powers of Attorney (included on the signature page
hereto)
</Table>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) 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 prospectus (or the most recent
post-effective amendments thereto) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and prices represent no more than 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(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)(1)(i) and (a)(1)(ii) do not apply if the
information required to be filed with a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment 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) 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.
(b) 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 Section 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.
(c) 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 AND POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Munster, State of Indiana, on August 3, 2005.
CFS BANCORP, INC.
By: / s / Thomas F. Prisby
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Thomas F. Prisby
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Thomas F. Prisby, as attorney
and agent for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Commission
under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed by the following persons in the
capacities and on the dates indicated.
/ s / Thomas F. Prisby
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Thomas F. Prisby
Chairman & Chief Executive Officer
/ s / Charles V. Cole
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Charles V. Cole
Executive Vice President & Chief Financial Officer
/ s / Gregory W. Blaine
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Gregory W. Blaine
Director
/ s / Robert R. Ross
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Robert R. Ross
Director
/ s / Joyce M. Simon
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Joyce M. Simon
Director
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Frank D. Lester
Director
/ s / Gene Diamond
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Gene Diamond
Director
/ s / Charles R. Webb
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Charles R. Webb
Director
EXHIBIT INDEX
<Table>
<Caption>
Exhibit Number Description of Exhibit
- ------------------------ ----------------------------------------------------
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)
5.1 Opinion of Krieg DeVault, LLP
23.1(a) Consent of Krieg DeVault, LLP (included in Exhibit
5.1 hereto)
23.1(b) Consent of Crowe Chizek and Company LLC
23.1(c) Consent of Ernst & Young LLP
24.1 Powers of Attorney (included on the signature page
hereto)
</Table>