-----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, Kh4//2tPtptWvHIVir3sXYnpcb9UuAq4GQlETMcSFOXM5p4nLtjjoBOKCoV9ZAu8 XLRbpjyVTdDyo7o9beoakw== 0000950124-96-000256.txt : 19960118 0000950124-96-000256.hdr.sgml : 19960118 ACCESSION NUMBER: 0000950124-96-000256 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960117 EFFECTIVENESS DATE: 19960205 SROS: NASD 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: 333-00235 FILM NUMBER: 96504165 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 FORM S-8 1 As filed with the Securities and Exchange Commission on January 17, 1996. Registration No. 33- --------------- ================================================================================ 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 of (IRS Employer Identification No.) Incorporation or Organization) 10708 WEST JANESVILLE ROAD, HALES CORNERS, WI 53130 (Address of Principal Executive Offices) (Zip Code) STATE FINANCIAL SERVICES CORPORATION 1990 DIRECTOR STOCK OPTION PLAN; AND STATE FINANCIAL SERVICES CORPORATION 1990 STOCK OPTION, STOCK APPRECIATION RIGHTS AND RESTRICTED STOCK PLAN FOR KEY OFFICERS AND EMPLOYEES (Full title of the Plans) MICHAEL A. REINDL, SENIOR VICE PRESIDENT, CONTROLLER AND CHIEF FINANCIAL OFFICER STATE FINANCIAL SERVICES CORPORATION 10708 WEST JANESVILLE ROAD HALES CORNERS, WI 53130 (414) 425-1600 (Name, address, including zip code and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ===============================================================================
Title of Securities Maximum Amount Maximum Offering Maximum Aggregate Amount of to be Registered to be Registered (1) Price Per Share (2) Offering Price (2) Registration Fee - -------------------------------------------------------------------------------------------------------------- Common Stock, $0.10 par value 128,718 shares $18.00(2) (2) $784.86
=============================================================================== (1) Plus such indeterminate number of shares as may be issued pursuant to certain anti-dilution provisions contained in the Plans and stock options and awards covered by this Registration Statement. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h), based upon the price at which options to acquire securities and restricted stock awards covered by this Registration Statement may be exercised and, in the case where such price is not known, pursuant to Rule 457(h)(1) and (c), upon the average of the "bid" and "ask" prices of State Financial Services Corporation Common Stock reported on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") on January 15, 1996. The 2 proposed maximum aggregate offering price is based upon the following information concerning options and restricted stock outstanding and available to be issued:
Number of Options or Shares of Restricted Stock, Outstanding or Per Share Aggregate Available to be Issued Exercise Price Exercise Price - ------------------------------------------------------------------------------- 10,200 $ 14.00 $ 142,800 118,517 18.00 2,133,306
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 3 PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION. The document(s) containing the information specified in Item 1 will be sent or given to employees as specified in Rule 428(b)(1) and are not required to be filed as part of this Registration Statement. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. The document(s) containing the information specified in Item 2 will be sent or given to employees as specified in Rule 428(b)(1) and are not required to be filed as part of this Registration Statement. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed with the Commission are incorporated herein by reference: (a) The Annual Report on Form 10-K of State Financial Services Corporation (the "Company") for the fiscal year ended December 31, 1994; (b) All other reports filed by the Company pursuant to Section 13 or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above; and (c) A description of the Company's Common Stock as set forth under the caption "Description of Common Stock" on pages 44 through 47 of the Prospectus of Registrant filed with the Securities and Exchange Commission (the "Commission") on April 22, 1993 pursuant to Rule 424(b)(5) under the Securities Act of 1933, Registration No. 33-59632, together with any amendment or report filed subsequently to the date hereof for the purpose of updating such description. All reports and other documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement but prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold hereunder, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable; see Item 3, paragraph (c). ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's Bylaws provide for the mandatory indemnification of directors, officers, employees or agents of the Company for all fees, costs, charges, disbursements or attorney fees and any other expenses ("Expenses") incurred in connection with the successful defense of any proceeding if the person was a party to the proceeding because he/she was or is a director, officer, agent or employee of the Company. A proceeding includes any threatened, pending or completed civil, criminal, administrative or investigative action, suit or arbitration and which is brought by or in the right of the Company or any other person. 1 4 The Company's Bylaws also provide for the indemnification of any director, officer, employee or agent for any Expenses or liability incurred in connection with the unsuccessful defense of any proceeding if the person was a party to the proceeding because he/she was a director, officer, agent or employee of the Company. Indemnification in the event of an unsuccessful defense of a proceeding may not be made if it was established that the director, officer, employee or agent breached a duty to the Company and the breach constitutes: (I) a willful failure to deal fairly with the Company in a matter in which the director, officer, employee or agent had a material conflict of interest; (ii) a violation of criminal law, unless the director, officer, employee or agent had reasonable cause to believe his/her action was lawful or no reasonable cause to believe his/her conduct was unlawful; (iii) a transaction in which the director, officer, employee or agent derived an improper personal profit; or (iv) wilful misconduct. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed 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. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits are filed as part of the Registration Statement or, where so indicated, were heretofore filed and are hereby incorporated herein by reference.
Exhibit Description --------- ------------------------------------------------------------------------------------ 4.1 Articles of Incorporation of the Registrant as amended and restated effective April 21, 1993 (1) 4.2 Bylaws of Registrant as amended and restated effective February 24, 1993.(1) 5.1 Opinion of Counsel regarding legality 23.1 Consent of Ernst & Young, LLP 23.2 Consent of Counsel(3) 24.1 Powers of Attorney(4) 99.1 State Financial Services Corporation 1990 Stock Option/Stock Appreciation Rights and Restricted Stock Plan for Key Officers and Employees, as amended March 10, 1993.(2) 99.2 State Financial Services Corporation 1990 Director Stock Option Plan, as amended March 10, 1993.(2)
- --------------- (1) Incorporated by reference from Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1993. (2) Incorporated by reference from Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1992. (3) Included as part of Exhibit 5.1. 2 5 (4) Included in the Signature Page to this Registration Statement. ITEM 9. UNDERTAKINGS. 1. The undersigned Registrant hereby undertakes as follows: (a) 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; (b) That, for purposes 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. (c) 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. 2. 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. 3. The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the documents constituting a prospectus under Form S-8 (the "Prospectus"), to each participant to whom the Prospectus is sent or given, a copy of any one of the following reports unless such participant otherwise has received a copy of such report, in which case the Registrant will furnish promptly, without charge, a copy of such report upon written or oral request of the participant: (a) the Registrant's annual report to stockholders containing the information required by Rule 14a-3(b) under the 1934 Act for its latest fiscal year; (b) the Registrant's annual report of Form 10-K for its latest fiscal year; (c) the Registrant's latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 that contains audited financial statements for its latest fiscal year, provided that the financial statements are not incorporated by reference from another filing, and provided further that such prospectus contains substantially the information required by Rule 14a-3(b); or (d) the Registrant's effective 1934 Act registration statement on Form 10 containing audited financial statements for its latest fiscal year. If the last fiscal year of the Registrant has ended within 120 days prior to the use of the Prospectus, the Registrant may deliver a document containing financial statements for the fiscal year preceding the latest fiscal year, provided that within the 120-day period a document containing financial statements for the latest fiscal year will be furnished to each such participant. 4. The Registrant hereby undertakes to deliver or cause to be delivered promptly, without charge, to each participant to whom information is required to be delivered, upon written or oral request, a copy of the information that has been incorporated by reference pursuant to Item 3 of Form S-8 (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that the Registration Statement incorporates). 5. The Registrant hereby undertakes to deliver or cause to be delivered to all participants participating in the Plans who do not otherwise receive such material, copies of all reports, proxy statements and other communications distributed to its security holders generally, provided that such material is sent or delivered no later that the time it is sent to security holders. 3 6 6. 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 of 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. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 4 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 registration to be signed on its behalf by the undersigned, thereunto duly authorized, in Hales Corners, Wisconsin on the 15th day of January, 1996. STATE FINANCIAL SERVICES CORPORATION By: /s/ Michael J. Falbo ---------------------------------------------------- Michael J. Falbo, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated and on the dates indicated. Each person whose signature appears below hereby authorizes Michael J. Falbo as his or her attorney in fact, to sign and to file any amendments, including post effective amendments, to this Registration Statement. PRINCIPAL EXECUTIVE OFFICERS /s/ Jerome J. Holz ----------------------------------------- Jerome J. Holz Chairman of the Board and Vice January 15, 1996 President /s/ Michael J. Falbo ----------------------------------------- Michael J. Falbo President and Chief Executive Officer January 15, 1996 /s/ Michael A. Reindl Senior Vice President, Controller, and ----------------------------------------- Chief Financial Officer January 15, 1996 Michael A. Reindl DIRECTORS /s/ Jerome J. Holz ------------------------------------------ Jerome J. Holz Director January 15, 1996 /s/ Michael J. Falbo ------------------------------------------ Michael J. Falbo Director January 15, 1996 /s/ Richard A. Horn ------------------------------------------ Richard A. Horn Director January 15, 1996 /s/ Barbara E. Holz-Weis ------------------------------------------ Barbara E. Holz-Weis Director January 15, 1996 /s/ Robert R. Spitzer ------------------------------------------ Robert R. Spitzer Director January 15, 1996 /s/ David M. Stamm ------------------------------------------ David M. Stamm Director January 15, 1996
5 EX-5.1 2 LETTER 1 EXHIBIT 5.1 Reinhart, Boerner, Van Deuren Norris & Rieselbach, S.C. Attorneys at Law January 5, 1996 State Financial Services Corporation P.O. Box 467 Hales Corners, WI 53130-0467 Gentlemen: Re: Registration Statement on Form S-8 We have acted as counsel for State Financial Services Corporation, a Wisconsin corporation (the "Company), in connection with the Company's offering to certain participants of up to 128,718 shares of its $0.10 par value common stock pursuant to the State Financial Services Corporation 1990 Director Stock Option Plan and the State Financial Services Corporation 1990 Stock Option, Stock Appreciation Rights and Restricted Stock Plan for Key Officers and Employees (the "Plans"). In such capacity we have examined, among other documents, the Amended and Restated Articles of Incorporation of the Company and the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission on or shortly after the date of this letter covering the offering of the Company's common stock pursuant ot the Plans. Based on the foregoing and such additional investigation as we have deemed necessary, it is our opinion that: 1. The Company is a corporation existing under the laws of the State of Wisconsin and, based solely on a certificate of the Secretary of State of Wisconsin; (a) has filed with the Secretary of State during its most recently completed report year the required annual report; (b) is not the subject of a proceeding under Wisconsin Statutes section 180.1421 to cause its administrative dissolutions; (c) no determination has been made by the Secretary of State that grounds exist for such action; (d) no filing has been made with the Secretary of State of a decree of dissolution with respect to the Company; and (e) Articles of Dissolution of the Company have not been filed with the Secretary of State. 2. The shares of common stock to be offered under the Plans have been legally and validly authorized under the Amended and Restated Articles of Incorporation of the Company and the laws of the State of Wisconsin. When issued in accordance with the description set forth in the Registration Statement and the Plans, the shares of common stock will be legally issued, fully-paid and nonassessable, except as set forth in Wisconsin Statutes section 180.622(2)(b) as interpreted. We consent to the filing of a copy of this opinion as an exhibit to the Registration Statement on Form S-8. In giving this consent, we do not admit that we are "experts" within the meaning of section 11 of the Securities Act of 1933, as amended (the "Act") or that we come within the category of persons whose consent is required by section 7 of the Act. REINHART, BOERNER, VAN DEUREN, NORRIS & RIESELBACH, s.c. BY /s/ James M. Bedore James M. Bedore EX-23.1 3 CONSENT LETTER 1 EXHIBIT 23.1 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the registration of 128,718 shares of common stock, $0.01 par value for the State Financial Services Corporation 1990 Stock Option/Stock Appreciation Rights and Restricted Stock Plan for Key Officers and Employees and the State Financial Services Corporation 1990 Director Stock Option Plan of our report dated January 20, 1995, with respect to the consolidated financial statements of State Financial Services Corporation incorporated by reference in the Annual Report (10-K) for the year ended December 31, 1994, filed with the Securities and Exchange Commission. Milwaukee, Wisconsin January 15, 1996 /s/ Ernst & Young LLP 7 -----END PRIVACY-ENHANCED MESSAGE-----