AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER __, 1998
REGISTRATION NO.333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GRAND PREMIER FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-4077455
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
486 WEST LIBERTY STREET
WAUCONDA, ILLINOIS 60084-2489
(Address of principal executive offices, including zip code)
GRAND PREMIER FINANCIAL, INC. NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plans)
DAVID L. MURRAY
SENIOR EXECUTIVE VICE PRESIDENT
GRAND PREMIER FINANCIAL, INC.
486 WEST LIBERTY STREET
WAUCONDA, ILLINOIS 60084-2489
(Name and address of agent for service)
(847) 487-1818
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
SHIRLEY M. LUKITSCH
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5602
-----------------------------
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CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Amount maximum maximum
Title of Securities to be Registered to be offering aggregate Amount of
registered price offering price registration fee
per share (1) (1)
(1)<PAGE>
Common Stock, par value $0.01 per 200,000 $14.875 $2,975,000 $877.63
share, including associated
Preferred Stock Purchase Rights
(1) Estimated on the basis of $14.875 per share, the average of the high and low sales prices as quoted on The
Nasdaq Stock Market's National Market on October 5, 1998, pursuant to Rule 457(h) and 457(c).
/TABLE
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Grand
Premier Financial, Inc. (the "Registrant") are incorporated herein by
reference:
(a) The Registrant s Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1998 and June 30, 1998;
(c) The Registrant s Current Report on Form 8-K, dated August
18, 1998; and
(d) The description of the Registrant's Common Stock, $0.01 per
share (the "Common Stock") and the Preferred Stock Purchase
Rights contained in the final prospectus filed pursuant to
Rule 424(b)(3) and included in the Registrant's Registration
Statement on Form S-4, File No. 333-03327, effective July
12, 1996.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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 herein and to be a part hereof from the date
of filing of such documents.
Any statement contained herein or in a document incorporated
by reference 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 such statement is modified or superseded
by any other subsequently filed document which is incorporated or is
deemed to be incorporated by reference herein. 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the General Corporation Law of the State of Delaware
(the "Delaware Law"), directors and officers as well as other
employees and individuals may be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation (a "Derivative
Action")) if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the company,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar
standard of care is applicable in the case of a Derivative Action,
except that indemnification only extends to expenses (including
attorney's fees) incurred in connection with the defense or settlement
of such an action, and the Delaware Law requires court approval before
there can be any indemnification where the person seeking
indemnification has been found liable to the company.
Article 12 of the Amended and Restated Certificate of
Incorporation of the Registrant provides that the Registrant shall
indemnify each person who is or was a director or officer of the
Registrant or serves as a director or officer of another enterprise at
the request of the Registrant, in accordance with, and to the fullest
extent authorized, by the Delaware Law.
Article 6 of the Restated By-laws of the Registrant
("Article 6") provides that to the extent to which it is empowered
under the Delaware Law or any other applicable law, the Registrant
shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that such person is or was a
director or officer of the Registrant or is or was serving at the
request of the Registrant as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise,
against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding.
Article 6 further provides that expenses incurred by an
officer or director in defending a civil or criminal action, suit or
proceeding shall be paid by the Registrant in advance of the final
disposition of such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay such
amount if it shall be ultimately determined that he is not entitled to
be indemnified under the Delaware Law. The indemnification and
advancement of expenses provided by Article 6 shall continue as to a
person who has ceased to be a director or officer and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
The Registrant has arranged for directors and officers'
liability insurance which, subject to certain policy limits,
deductible amounts and exclusions, insures directors and officers of<PAGE>
the Registrant for liabilities incurred as a result of acts committed
in their capacity as directors and officers or claims made against
them by reason of their status as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference
herein are set forth in the Exhibit Index filed as part of
this registration statement.
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:
(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;
(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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference 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.<PAGE>
(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.
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
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
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 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.<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the
Securities Act of 1933, the Registrant 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 Wauconda, State of Illinois, on this 22nd
day of June, 1998.
GRAND PREMIER FINANCIAL, INC.
(Registrant)
By: /s/ Richard L. Geach
-----------------------------
Richard L. Geach
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Richard
L. Geach and David L. Murray, or either of them, as such person's true
and lawful attorneys to execute in the name of each such person, and
to file, any amendments to this registration statement that either of
such attorneys may deem necessary or desirable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and
Exchange Commission with respect thereto, in connection with the
registration of the shares of Common Stock (including the associated
Preferred Stock Purchase Rights) that are subject to this registration
statement, which amendments may make such changes in such registration
statement as either of the above-named attorneys deems appropriate,
and to comply with the undertakings of the Registrant made in
connection with this registration statement; and each of the
undersigned hereby ratifies all that either of said attorneys will 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.
Signature Title Date
--------- ----- ----
/s/ Richard L. Geach Chief Executive June 22, 1998
------------------------------ Officer and Director
Richard L. Geach (Principal Executive Officer)<PAGE>
/s/ David L. Murray Senior Executive Vice June 22, 1998
----------------------------- President and Chief Financial
David L. Murray Officer and Director
(Principal Financial and
Accounting Officer)
/s/ Jean M. Barry Director June 22, 1998
-----------------------------
Jean M. Barry
/s/ Frank J. Callero Director June 22, 1998
-----------------------------
Frank J. Callero
/s/ Alan J. Emerick Director June 22, 1998
-----------------------------
Alan J. Emerick
/s/ Brenton J. Emerick Director June 22, 1998
-----------------------------
Brenton J. Emerick
/s/ James Esposito Director June 22, 1998
----------------------------
James Esposito
/s/ Thomas D. Flanagan Director June 22, 1998
----------------------------
Thomas D. Flanagan
/s/ R. Gerald Fox Director June 22, 1998
----------------------------
R. Gerald Fox
/s/ Robert W. Hinman Director June 22, 1998
----------------------------
Robert W. Hinman
/s/ Edward G. Maris Director June 22, 1998
----------------------------
Edward G. Maris
/s/ Howard A. McKee Director June 22, 1998
----------------------------
Howard A. McKee<PAGE>
/s/ H. Barry Musgrove Director June 22, 1998
----------------------------
H. Barry Musgrove
/s/ Joseph C. Piland Director June 22, 1998
----------------------------
Joseph C. Piland
/s/ Stephen J. Schostok Director June 22, 1998
----------------------------
Stephen J. Schostok
Director June 22, 1998
----------------------------
John Simcic<PAGE>
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EXHIBIT INDEX
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
------- ----------- -------------
3.1 Amended and Restated Certificate of
Incorporation of the Company (incorporated
by reference to Appendix F to the final proxy
statement-prospectus included in the Company s
Registration Statement on Form S-4, as amended,
File No. 333-03327)
3.2 By-laws of the Company (incorporated by
reference to Exhibit 3.4 to the Company s
Registration Statement on Form S-4, as
amended, File No. 333-03327).
4 Rights Agreement, dated as of July 8, 1996,
between Grand Premier Financial, Inc. and
Grand Premier Trust and Investment, Inc.
(formerly Premier Trust Services, Inc.,
incorporated by reference to the Company s
Registration Statement on Form S-4, as
amended, File No. 333-03327).
5 Opinion of Schiff Hardin & Waite
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Hutton Nelson & McDonald LLP
23.3 Consent of Schiff Hardin & Waite (contained
in their opinion filed as Exhibit 5)
24 Powers of Attorney (contained on the signature
pages hereto)<PAGE>
EXHIBIT 5
Shirley M. Lukitsch
(312) 258-5602
October 8, 1998
Grand Premier Financial, Inc.
486 West Liberty Street
Wauconda, Illinois 60084-2489
RE: REGISTRATION OF 200,000 SHARES OF COMMON STOCK PURSUANT TO
THE GRAND PREMIER FINANCIAL, INC. NONEMPLOYEE DIRECTORS
STOCK OPTION PLAN
----------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Grand Premier Financial, Inc., a
Delaware corporation (the "Company"), in connection with the Company's
filing of a Registration Statement on Form S-8 (the "Registration
Statement") covering 200,000 shares of Common Stock, $0.01 par value
per share (together with the associated Preferred Stock Purchase
Rights, the "Shares"), to be issued pursuant to the terms of the Grand
Premier Financial Inc. Nonemployee Directors Stock Option Plan (the
Plan ). In this connection, we have considered such questions of law
and have examined such documents as we have deemed necessary to enable
us to render the opinions contained herein.
Based on the foregoing, it is our opinion that those Shares
that are originally issued shares, when issued upon the exercise of an
option granted under the Plan and subject to the terms and conditions
thereof, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Shirley M. Lukitsch
-------------------------
Shirley M. Lukitsch<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS CONSENT
The Board of Directors
Grand Premier Financial, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 for Nonemployee Directors Stock Option Plan of Grand
Premier Financial, Inc. of our report dated January 27,1998, relating
to the consolidated balance sheets of Grand Premier Financial, Inc.
and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of earnings, stockholders equity, and cash
flows for each of the years in the three-year period ended December
31, 1997, which report appears in the December 31, 1997 annual report
on Form 10-K of Grand Premier Financial, Inc.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
October 1, 1998<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of Grand Premier Financial, Inc. of
our report dated January 31, 1996, accompanying the consolidated
statements of income, changes in shareholders equity and cash flows
of Northern Illinois Financial Corporation for the year ended December
31, 1995, included in the Annual Report on Form 10-K of Grand Premier
Financial, Inc. for the fiscal year ended December 31, 1997.
/s/ Hutton, Nelson & McDonald LLP
Hutton, Nelson & McDonald LLP
Oakbrook Terrace, Illinois
October 2, 1998
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