-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QFdsM8DczOScTfRbQDP/8xmEnT34VRaFjQ929xtrpsapLSmkl7hd7ZuyvoIUwtyP qwzQns8nmbj0ERJK7mWhkw== 0000909654-07-000887.txt : 20070413 0000909654-07-000887.hdr.sgml : 20070413 20070413150313 ACCESSION NUMBER: 0000909654-07-000887 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070413 DATE AS OF CHANGE: 20070413 EFFECTIVENESS DATE: 20070413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sugar Creek Financial Corp CENTRAL INDEX KEY: 0001382905 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: X1 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-142098 FILM NUMBER: 07765673 BUSINESS ADDRESS: STREET 1: 28 WEST BROADWAY CITY: TRENTON STATE: IL ZIP: 62293 BUSINESS PHONE: 618-224-9228 MAIL ADDRESS: STREET 1: 28 WEST BROADWAY CITY: TRENTON STATE: IL ZIP: 62293 S-8 1 sugarcreeks8march30.txt 1 As filed with the Securities and Exchange Commission on April 13, 2007. Registration No.333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUGAR CREEK FINANCIAL CORP. (exact name of registrant as specified in its charter) UNITED STATES BEING ------------- ----- (State or other jurisdiction of APPLIED FOR incorporation or organization) ----------- (IRS Employer Identification No.) 28 WEST BROADWAY TRENTON, IL 62293 (618) 224-9228 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) TEMPO BANK EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN (Full Title of the Plan) COPIES TO: ROBERT J. STROH, JR. SEAN P. KEHOE, ESQUIRE CHAIRMAN, CHIEF EXECUTIVE OFFICER AND THOMAS P. HUTTON, ESQUIRE CHIEF FINANCIAL OFFICER MULDOON MURPHY & AGUGGIA LLP SUGAR CREEK FINANCIAL CORP. 5101 WISCONSIN AVENUE, N.W. 28 WEST BROADWAY WASHINGTON, D.C. 20016 TRENTON, IL 62293 (202) 362-0840 (618) 224-9228 (Name, address, including zip code, and telephone number, including area code, of agent for service)
========================================================================================================== Title of each Class of Amount Proposed Maximum Proposed Maximum Amount of Securities to be to be Registered Offering Price Per Aggregate Offering Registration Registered (1) Share Price(2) Fee - ---------------------------------------------------------------------------------------------------------- Common Stock $.01 par Value 79,805 Shares $10.00 (3) $798,059 $25 - ---------------------------------------------------------------------------------------------------------- Participation Interests (4) (5) ==========================================================================================================
(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 Tempo Bank Employees' Savings and Profit-Sharing Plan (the "Plan") as the result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Sugar Creek Financial Corp. (the "Common Stock") pursuant to 17 C.F.R. ss.230.416(a). (2) Estimated solely for the purpose of calculating the registration fee. (3) The average of the bid and ask price of the Common Stock as reported on April 11, 2007 in accordance with 17 C.F.R. ss.230.457(c). (4) In addition, pursuant to 17 C.F.R. ss.230.416(c), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan, based upon the maximum amount that could be issued under the Plan pursuant to 17 C.F.R. ss.230.457(h). (5) In accordance with 17 C.F.R. ss.230.457(h), where securities are to be offered pursuant to an employee benefit plan, the aggregate offering price and the amount of the registration fee shall be computed with respect to the maximum number of shares of Common Stock that may be purchased with the current assets of such Plan. Accordingly, no separate fee is required for the participation interests. THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND 17 C.F.R. SS.230.462. 2 SUGAR CREEK FINANCIAL CORP. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEMS 1 & 2. The documents containing the information for the Tempo Bank Employees' Savings and Profit-Sharing Plan (the "Plan") specified by Part I of this registration statement will be sent or given to the participants in the Plan as specified by Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission (the "SEC") either as a part of this registration statement or as a prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule 428. Such documents and the information incorporated by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus for the registration statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed or to be filed by Sugar Creek Financial Corp. (the "Registrant" or the "Subsidiary Holding Company") with the SEC are incorporated by reference in this registration statement: (a) The Prospectus filed with the SEC by the Registrant (File No. 333-139332) pursuant to Rule 424(b)(3) on February 22, 2007, which includes: (1) the balance sheets of Tempo Bank as of March 31, 2006 and 2005, and the related statements of earnings, retained earnings and cash flows for each of the years then ended, together with the related notes and the report of Michael Trokey & Company, P.C., independent registered public accounting firm. (b) The description of the Registrant's common stock contained in Exhibit 4 to the Registrant's Form SB-2 (File No. 333-139332) and declared effective on February 12, 2007. (c) The Plan's annual report on Form 11-K for the fiscal year ended December 31, 2005, filed with the SEC on April 13, 2007. (d) All documents filed by the Registrant and the Plan, where applicable, pursuant to Sections 13(a) or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post- effective amendment which deregisters all securities then remaining unsold. Any statement contained in this Registration Statement, or in a document incorporated or deemed to be 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 document 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. 2 3 ITEM 4. DESCRIPTION OF SECURITIES The Common Stock to be offered pursuant to the Plan has been registered pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the Common Stock is not required herein. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR The Registrant shall indemnify its directors and employees in accordance with the following provision from the Registrant's Bylaws: ARTICLE XII. INDEMNIFICATION The Subsidiary Holding Company shall indemnify all officers, directors and employees of the Subsidiary Holding Company, and their heirs, executors and administrators, to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their having been a director or officer of the Subsidiary Holding Company, whether or not they continue to be a director or officer at the time of incurring such expenses or liabilities, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys' fees and the cost of reasonable settlements. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED None. ITEM 8. EXHIBITS The following exhibits are filed with or incorporated by reference into this registration statement on Form S-8 (numbering corresponds generally to the Exhibit Table in Item 601 of Regulation S-K). List of Exhibits (filed herewith unless otherwise noted): 10 Tempo Bank Employees' Savings and Profit-Sharing Plan (1) 23 Consent of Michael Trokey & Company, P.C. 24 Power of Attorney (contained on the signature pages). - -------------------- (1) Incorporated by reference from Exhibit 10.6 of the Registrant's Form SB-2/A (File No. 333-139332) filed with the SEC on January 30, 2007. 3 4 ITEM 9. UNDERTAKINGS 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 unless the information or prospectus required by (i) and (ii) is contained in periodic reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act that are incorporated by reference into 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 registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the 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. (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; and (4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, 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 SEC, such indemnification is against public policy as expressed in such 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 trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, 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 of whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. The Registrant has submitted or will submit the Plan and amendments thereto to the IRS in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan. 4 5 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, Sugar Creek Financial Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Trenton, Illinois on April 12, 2007. SUGAR CREEK FINANCIAL CORP. By: /s/ Robert J. Stroh, Jr. ------------------------------------------- Robert J. Stroh, Jr. Chairman, Chief Executive Officer and Chief Financial Officer (principal executive officer) KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below (other than Mr. Stroh, Jr.) constitutes and appoints Robert J. Stroh, Jr., and Mr. Stroh, Jr. hereby constitutes and appoints Francis J. Eversman, as the true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to the Form S-8 registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and things requisite and necessary 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 attorney-in-fact and agent or his substitute, 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 by the following persons in the capacities and on the dates indicated.
Name Title Date ---- ----- ---- /s/ Robert J. Stroh, Jr. Chairman of the Board, April 12, 2007 - ------------------------- Chief Executive Officer and Robert J. Stroh, Jr. Chief Financial Officer (principal executive, principal financial and principal accounting officer) /s/ Francis J. Eversman President, Chief Operating April 12, 2007 - ------------------------ Officer and Director Francis J. Eversman 5 6 /s/ Timothy W. Deien Director April 12, 2007 - ---------------------- Timothy W. Deien /s/ Timothy P. Fleming Director April 12, 2007 - ------------------------ Timothy P. Fleming /s/ Daniel S. Reilly Director April 12, 2007 - --------------------- Daniel S. Reilly /s/ Gary R. Schwend Director April 12, 2007 - ----------------------- Gary R. Schwend
6 7 THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Tempo Bank Employees' Savings and Profit Sharing Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Trenton, Illinois, on April 12, 2007. TEMPO BANK EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN By: /s/ Robert J. Stroh, Jr. ------------------------------------ Robert J. Stroh, Jr. By: /s/ Francis J. Eversman ------------------------------------ Francis J. Eversman 7 8
EXHIBIT INDEX Sequentially Numbered Page Exhibit No. Description Method of Filing Location - ------------ ------------------------------- ------------------------------ ------------ 10 Tempo Bank Employees' Incorporated by reference. N/A Savings and Profit-Sharing Plan 23 Consent of Michael Trokey & Filed herewith. Company, P.C. 24 Power of Attorney Located on the signature page.
8 EX-23 2 sugarcreekexb23.txt EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference of our report dated May 5, 2006, on the balance sheets of Tempo Bank as of March 31, 2006 and 2005, and the related statements of earnings, retained earnings and cash flows for the years then ended, in the registration statement on Form S-8 filed with the U.S. Securities and Exchange Commission by Sugar Creek Financial Corp. with respect to the Tempo Savings Bank Employees' Savings and Profit-Sharing Plan. Michael Trokey & Company, P.C. /s/ Michael Trokey & Company, P.C. St Louis, MO April 12, 2007 -----END PRIVACY-ENHANCED MESSAGE-----