-----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, TIN1dN/ZCjh0FiItpORE1rh2koYmRhbNSkj4CrgbeFt6oSIFz3Xuo+fHbmBdgC7U yEOQ3GZuO8j0spTIDlMPjw== 0000897069-01-500378.txt : 20010815 0000897069-01-500378.hdr.sgml : 20010815 ACCESSION NUMBER: 0000897069-01-500378 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010814 EFFECTIVENESS DATE: 20010814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STATE FINANCIAL SERVICES CORP CENTRAL INDEX KEY: 0000745614 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391489983 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-67488 FILM NUMBER: 1712745 BUSINESS ADDRESS: STREET 1: 10708 W JANESVILLE RD CITY: HALES CORNERS STATE: WI ZIP: 53130 BUSINESS PHONE: 4144251600 MAIL ADDRESS: STREET 1: 10708 W. JANESVILLE ROAD CITY: HALES CORNERS STATE: WI ZIP: 53130 S-8 1 slp67a.txt FORM S-8 (1998 STOCK INCENTIVE PLAN) Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 State Financial Services Corporation (Exact name of registrant as specified in its charter) Wisconsin 39-1489983 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 10708 W. Janesville Road Hales Corners, Wisconsin 53130 (Address of principal executive offices) (Zip Code) State Financial Services Corporation 1998 Stock Incentive Plan, as amended (Full title of the plan) Michael J. Falbo President and Chief Executive Officer Copy to: State Financial Services Corporation 10708 W. Janesville Road Ulice Payne, Jr. Hales Corners, Wisconsin 53130 Foley & Lardner (414) 425-1600 777 East Wisconsin Avenue (Name, address and telephone number, Milwaukee, Wisconsin 53202 including area code, of agent for service) (414) 271-2400
CALCULATION OF REGISTRATION FEE - ------------------------ ---------------------- ---------------------- ---------------------- ------------------- Proposed Proposed Title of Amount Maximum Maximum Securities to be to be Offering Price Aggregate Offering Amount of Registered Registered Per Share (1) Price (1) Registration Fee - ------------------------ ---------------------- ---------------------- ---------------------- ------------------- Common Stock, 325,000 $13.00 $4,225,000 $1,056.25 $.10 par value shares - ------------------------ ---------------------- ---------------------- ---------------------- ------------------- Preferred Share 325,000 (2) (2) (2) Purchase Rights rights - ------------------------ ---------------------- ---------------------- ---------------------- ------------------- (1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares of Common Stock (and related Preferred Share Purchase Rights) that may become issuable as a result of stock splits, stock dividends, or similar transactions pursuant to the anti-dilution provisions of the 1998 Stock Incentive Plan, as amended. (2) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee based on the average of the high and low prices for State Financial Services Corporation Common Stock as reported on The Nasdaq Stock Market on August 6, 2001. (3) The value attributable to the Preferred Share Purchase Rights is reflected in the market price of the Common Stock to which the rights are attached.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 The purpose of this Registration Statement is to register 325,000 additional shares of Common Stock, $.10 par value per share ("Common Stock"), and associated Preferred Share Purchase Rights, of State Financial Services Corporation (the "Company") in connection with the State Financial Services Corporation 1998 Stock Incentive Plan, as amended. Pursuant to General Instruction E of Form S-8, the contents of the Company's Registration Statement on Form S-8 (Reg. No. 333-69565), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. The exhibits filed herewith or incorporated herein by reference are set forth in the attached Exhibit Index. -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 the City of Hales Corners, State of Wisconsin, on July 31, 2001. STATE FINANCIAL SERVICES CORPORATION By: /s/ Michael J. Falbo ---------------------------------------- Michael J. Falbo President and Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Michael J. Falbo and Timothy L. King, and each of them individually, his or her 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 and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. Signature Title Date /s/ Michael J. Falbo President, Chief Executive July 31, 2001 - -------------------------- Officer (Principal Executive Michael J. Falbo Officer) and Director /s/ Timothy L. King Senior Vice President July 31, 2001 - -------------------------- and Chief Financial Officer Timothy L. King (Principal Financial and Accounting Officer) /s/ Jerome J. Holz Director July 31, 2001 - -------------------------- Jerome J. Holz -3- Signature Title Date /s/ Richard A. Horn - -------------------------- Director July 31, 2001 Richard A. Horn /s/ Thomas S. Rakow Director July 31, 2001 - -------------------------- Thomas S. Rakow /s/ Ulice Payne, Jr. Director July 31, 2001 - -------------------------- Ulice Payne, Jr. /s/ David M. Stamm Director July 31, 2001 - -------------------------- David M. Stamm /s/ Barbara E. Weis Director July 31, 2001 - -------------------------- Barbara E. Weis -3- EXHIBIT INDEX STATE FINANCIAL SERVICES CORPORATION 1998 STOCK INCENTIVE PLAN, AS AMENDED Exhibit No. Exhibit ---------- ------- (4.1) State Financial Services Corporation 1998 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.14 to State Financial Service Corporation's Annual Report on Form 10-K for the year ended December 31, 1999) (4.2) Rights Agreement, dated as of July 27, 1999, between State Financial Services Corporation and Firstar Bank, N.A. (incorporated by reference to Exhibit 4.1 to State Financial Services Corporation's Registration Statement on Form 8-A, dated as of July 27, 1999) (5) Opinion of Foley & Lardner (23.1) Consent of Ernst & Young LLP (23.2) Consent of KPMG LLP (23.3) Consent of Foley & Lardner (contained in Exhibit 5 hereto) (24) Power of Attorney relating to subsequent amendments (included on the signature page to this Registration Statement) E-1 EX-5 3 slp67b.txt OPINION FOLEY & LARDNER CHICAGO FIRSTAR CENTER SACRAMENTO DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE MADISON FACSIMILE (414) 297-4900 TAMPA MILWAUKEE WASHINGTON, D.C. ORLANDO WEST PALM BEACH CLIENT/MATTER NUMBER 042326/0101 August 13, 2001 State Financial Services Corporation 10708 W. Janesville Road Hales Corners, Wisconsin 53130 Re: State Financial Services Corporation 1998 Stock Incentive Plan, as amended Ladies and Gentlemen: We have acted as counsel for State Financial Services Corporation, a Wisconsin corporation (the "Company"), in conjunction with the preparation of a Form S-8 Registration Statement (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to 325,000 additional shares of the Company's Common Stock, $.10 par value (the "Common Stock"), and the associated preferred share purchase rights (the "Rights"), which may be issued pursuant to the State Financial Services Corporation 1998 Stock Incentive Plan, as amended (the "Plan"). The terms of the Rights issuable under the Plan are set forth in that certain Rights Agreement (the "Rights Agreement") between State Financial Services Corporation and Firstar Bank, N.A. dated July 27, 1999. In connection with our opinion as set forth below, we have examined: (a) the Plan; (b) signed copies of the Registration Statement; (c) the Company's Amended and Restated Articles of Incorporation and By-laws, as amended to date; (d) the Rights Agreement; (e) resolutions of the Company's Board of Directors relating to the Plan and the issuance of additional shares of Common Stock and Rights thereunder; and (f) such other documents and records as we have deemed necessary to enable us to render this opinion. Foley & Lardner State Financial Services Corporation August 13, 2001 Page 2 Based on the foregoing, we are of the opinion that: 1. The Company is a corporation validly existing under the laws of the State of Wisconsin. 2. The shares of Common Stock, when issued by the Company in the manner and for the consideration contemplated by the Plan, will be legally issued, fully paid and nonassessable and no personal liability will attach to the ownership thereof, except for debts owing to employees of the Company for services performed, but not exceeding six months' service in any one case, as provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law and as such section and its predecessors have been judicially interpreted. 3. The Rights subject to the Registration Statement, when issued pursuant to the terms of the Rights Agreement, will be validly issued. Ulice Payne, Jr., a partner in the law firm of Foley & Lardner, is a director of the Company. We consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are "experts" within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act. Very truly yours, /s/ Foley & Lardner FOLEY & LARDNER EX-23.1 4 slp67d.txt CONSENT OF ERNST & YOUNG We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the State Financial Services Corporation 1998 Stock Incentive Plan, as amended, of our report dated February 16, 2001 (except for Note 21, as to which the date is March 7, 2001), with respect to the consolidated financial statements of State Financial Services Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Chicago, Illinois August 10, 2001 EX-23.2 5 slp67e.txt CONSENT OF KPMG The Board of Directors State Financial Services Corporation: We consent to incorporation by reference in the Registration Statement on Form S-8 of State Financial Services Corporation (the Company) relating to the registration of up to 325,000 shares of the Company's common stock, $.10 par value, issuable under the State Financial Services Corporation 1998 Stock Incentive Plan, as amended, of our report dated January 29, 1999, relating to the statements of operations, stockholder's equity, and cash flows of Home Federal Savings and Loan Association of Elgin for the year ended December 31, 1998, which report is included in the December 31, 2000 annual report on Form 10-K of State Financial Services Corporation. /s/ KPMG LLP Chicago, Illinois August 10, 2001 -----END PRIVACY-ENHANCED MESSAGE-----