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