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As filed with the Securities and Exchange Commission on September 8, 1997
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
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SUBURBFED FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3796361
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3301 WEST VOLLMER ROAD, FLOSSMOOR, ILLINOIS 60422
(Address of principal executive offices) (Zip Code)
SUBURBFED FINANCIAL CORP.
1997 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
KIP A. WEISSMAN, P.C.
DANIEL L. TORBENSON
SILVER, FREEDMAN & TAFF, L.L.P.
(A limited liability partnership including professional corporations)
Suite 700 East
1100 New York Avenue, N.W.
Washington, D.C. 20005-3934
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, par
value $.01 per share 80,000 $27.25(2) $2,157,399(2) $654(2)
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of certain
events specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. Of the 80,000 shares being registered
hereby, (i) 5,318 shares are subject to options with an exercise price of
$23.00 per share ($122,314 in the aggregate) and (ii) the remaining 74,682
shares which have not been awarded to date and are being registered based
upon the average of the high and low prices of the Common Stock as quoted
on The Nasdaq SmallCap Market of $27.25 per share on September 3, 1997
($2,035,085 in the aggregate).
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PURPOSE
The purpose of this registration statement is to register on Form S-8
shares of common stock, par value $.01 per share (the "Common Stock") of
SuburbFed Financial Corp. (the "Corporation") to be granted under the 1997
Stock Option and Incentive Plan which the Board of Directors adopted on
February 20, 1997 and the shareholders of the Corporation ratified at the
Annual Meeting of Stockholders on April 17, 1997.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the SuburbFed Financial Corp. 1997
Stock Option and Incentive Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by the Corporation
with the Commission are hereby incorporated by reference in this Registration
Statement:
(a) the Annual Report of the Corporation on Form 10-K for the year ended
December 31, 1996 (File No. 0-19783) filed pursuant to Rule 13a-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) all other reports filed by the Corporation pursuant to Section 13 or
15(d) of the Exchange Act since the end of the period covered by the
Report referred to above; and
(c) the description of the Common Stock of the Corporation contained in the
Corporation's Registration Statement on Form S-1 (File No. 33-44094)
filed with the Commission on November 21, 1991 and all amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Corporation with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
by reference into this Registration Statement and to be a part thereof from the
date of the filing of such documents. Any statement contained in the documents
incorporated, or deemed to be incorporated, by reference herein or therein
shall be deemed to be modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein 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 and the Prospectus.
The Corporation shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference to the information that is incorporated). Requests should be
directed to Lynn M. Nevills, Secretary, SuburbFed Financial Corp., 3301 West
Vollmer Road, Flossmoor, Illinois 60422, (708) 333-2200.
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
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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 ELEVENTH of the Corporation's Certificate of Incorporation
provides for indemnification of directors and officers of the Registrant
against any and all liabilities, judgments, fines and reasonable settlements,
costs, expenses and attorneys' fees incurred in any actual, threatened or
potential proceeding, except to the extent that such indemnification is limited
by Delaware law and such law cannot be varied by contract or bylaw. Article
ELEVENTH also provides for the authority to purchase insurance with respect
thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified
against expenses actually and reasonably incurred in defense of a proceeding by
or on behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a
proceeding by or in the right of such other corporation or enterprise.
Indemnification is permitted where such person (i) was acting in good faith,
(ii) was acting in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation or other corporation or enterprise, as
appropriate, (iii) with respect to a criminal proceeding, had no reasonable
cause to believe his conduct was unlawful, and (iv) was not adjudged to be
liable to the corporation or other corporation or enterprise (unless the court
where the proceeding was brought determines that such person is fairly and
reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may
be made (i) by the corporation's board of directors by a majority vote of a
quorum consisting of directors not at the time parties to such proceeding; or
(ii) if such a quorum cannot be obtained or the quorum so directs, then by
independent legal counsel in a written opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt
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of an undertaking by the director or officer to repay such amount if it is
ultimately determined that he is not entitled to be indemnified by the
corporation against such expenses.
Under a directors' and officers' liability insurance policy, directors and
officers of the Corporation are insured against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
SEQUENTIAL PAGE
REFERENCE TO PRIOR NUMBER WHERE
REGULATION FILING OR EXHIBIT ATTACHED EXHIBITS
S-K EXHIBIT NUMBER ATTACHED ARE LOCATED IN
NUMBER DOCUMENT HERETO THIS FORM S-8
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4.1 SuburbFed Financial Corp. 1997 Stock Attached as Page 12
Option and Incentive Plan; form of Exhibit
Incentive Stock Option Agreement; and 4.1
form of Non-Qualified Stock Option
Agreement
4.2 Specimen form of common stock certificate * Not applicable
of SuburbFed Financial Corp.
4.3 SuburbFed Financial Corp. Certificate of * Not applicable
Incorporation
4.4 Bylaws of SuburbFed Financial Corp. * Not applicable
5 Opinion of Silver, Freedman & Taff, L.L.P. Attached as Page 31
Exhibit
5
23.1 Consent of Silver, Freedman & Taff, L.L.P. Attached as Page 33
Exhibit
23.1
23.2 Consent of Cobitz, Vandenberg & Fennessy Attached as Page 35
Exhibit
23.2
24 Power of Attorney Contained on Page 7
Signature Page
* Filed as an exhibit to the Corporation's S-1 registration statement filed on
November 21, 1991 (File No. 33-44094) pursuant to Section 5 of the Securities
Act of 1933. Such previously filed documents are hereby incorporated herein by
reference in accordance with Item 601 of Regulation S-K.
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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 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.
(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 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 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 of expenses incurred or
paid by a director, officer or controlling person 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.
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SIGNATURES
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 the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Flossmoor, State of Illinois, on July 17, 1997.
SUBURBFED FINANCIAL CORP.
By: /s/ Daniel P. Ryan
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Daniel P. Ryan
President, Chief Executive Officer and
Chairman of the Board
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel P. Ryan and Byron G. Thoren and either of
them, our true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, for him or her in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming said attorneys-in-fact and agents or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the
capacities and on the dates indicated.
/s/ Daniel P. Ryan /s/ Steven E. Stock
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Daniel P. Ryan, President, Steven E. Stock, Senior Vice President,
Chief Executive Officer and Chairman Chief Financial Officer and Treasurer
of the Board (Principal Financial and Accounting Officer)
(Principal Executive Officer)
Date: July 17, 1997 Date: July 17, 1997
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/s/ Vernon P. Vollbrecht /s/ Douglas L. Dance
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Vernon P. Vollbrecht, Vice Chairman of the Board Douglas L. Dance, Director
Date: July 17, 1997 Date: July 17, 1997
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/s/ Robert J. Genetski /s/ Robert L. Harris
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Robert J. Genetski, Director Robert L. Harris, Director
Date: July 17, 1997 Date: July 17, 1997
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/s/ Bruce E. Huey /s/ Raymond J. Kalinsky
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Bruce E. Huey, Director Raymond J. Kalinsky, Director
Date: July 17, 1997 Date: July 17, 1997
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/s/ Michael L. Lowenthal /s/ William E. Ricketts
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Michael L. Lowenthal, Director William E. Ricketts, M.D., Director
Date: July 17, 1997 Date: July 17, 1997
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/s/ Alan L. Wischover /s/ Paula Wolff
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Alan L. Wischhover, Director Paula Wolff, Director
Date: July 17, 1997 Date: July 17, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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SUBURBFED FINANCIAL CORP.
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EXHIBIT INDEX
SEQUENTIAL PAGE
REFERENCE TO PRIOR NUMBER WHERE
REGULATION FILING OR EXHIBIT ATTACHED EXHIBITS
S-K EXHIBIT NUMBER ATTACHED ARE LOCATED IN
NUMBER DOCUMENT HERETO THIS FORM S-8
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4.1 SuburbFed Financial Corp. 1997 Stock Attached as Page 12
Option and Incentive Plan; form of Exhibit
Incentive Stock Option Agreement; and 4.1
form of Non-Qualified Stock Option
Agreement
4.2 Specimen form of common stock certificate * Not applicable
of SuburbFed Financial Corp.
4.3 SuburbFed Financial Corp. Certificate of * Not applicable
Incorporation
4.4 Bylaws of SuburbFed Financial Corp. * Not applicable
5 Opinion of Silver, Freedman & Taff, L.L.P. Attached as Page 31
Exhibit
5
23.1 Consent of Silver, Freedman & Taff, L.L.P. Attached as Page 33
Exhibit
23.1
23.2 Consent of Cobitz, Vandenberg & Fennessy Attached as Page 35
Exhibit
23.2
24 Power of Attorney Contained on Page 7
Signature Page
* Filed as an exhibit to the Corporation's S-1 registration statement filed on
November 21, 1991 (File No. 33-44094) pursuant to Section 5 of the Securities
Act of 1933. Such previously filed documents are hereby incorporated herein by
reference in accordance with Item 601 of Regulation S-K.