MIDWEST BANC HOLDINGS INC
S-8, 2000-05-19
NATIONAL COMMERCIAL BANKS
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            As filed with the Securities and Exchange Commission on May 19, 2000
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                   ----------

                           MIDWEST BANC HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                               36-3252484
  (State or Other Jurisdiction        501 West North Avenue     (I.R.S. Employer
of Incorporation or Organization) Melrose Park, Illinois 60160   Identification
                                                                       No.)
    (Address, including zip code of registrant's principal executive office)
                              --------------------

                           MIDWEST BANC HOLDINGS, INC.
                             1996 STOCK OPTION PLAN
                            (Full title of the plan)
                                   ----------

                                 ROBERT L. WOODS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           MIDWEST BANC HOLDINGS, INC.
                              501 WEST NORTH AVENUE
                          MELROSE PARK, ILLINOIS 60160
                                 (708) 865-1053
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies To:
                           DOUGLAS M. HAMBLETON, ESQ.
                        VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                              222 N. LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500
                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
                              Amount to          Proposed Maximum          Proposed Maximum               Amount of
   Title of Securities           be                 Offering             Aggregate Offering            Registration
   to Be Registered         Registered(1)      Price Per Share (2)             Price (2)                     Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                <C>                       <C>                            <C>
Common Stock, par value
$.01 per share               250,000             $13.72                       $3,430,000                     $906
====================================================================================================================================
</TABLE>

(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 Midwest Banc Holdings, Inc. Stock Option Plan (the "Plan") as the
     result of further stock splits, stock dividends or similar adjustments of
     the outstanding Common Stock pursuant to Rule 416(a).

(2)  Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
     amended, the proposed maximum offering price per share and the registration
     fee have been estimated based on the average of the high and low sales
     prices for the Common Stock as reported by the Nasdaq National Market on
     May 17, 2000.

(3)  An aggregate of 40,107 shares are being carried forward from those
     shares previously registered by Registration Statements on Form S-8 (File
     No. 333-58649). A registration fee of $211.52 was paid with respect to the
     shares being carried forward from that filing. The previously registered
     shares being carried forward together with the shares being registered
     hereby represent the total number of shares reserved for issuance pursuant
     to the Plan.

                         -----------------------------

     Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
document containing the information required by Part I of this Registration
Statement on Form S-8 also relates to the Registrant's shares of common stock
previously registered on Registration Statements on Form S-8 (File No.
333-58649).

================================================================================
<PAGE>

                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

     This Registration Statement relates to the registration of 250,000
additional shares of Common Stock, $.01 par value per share, of Midwest Banc
Holdings, Inc. (the "Registrant") reserved for issuance and delivery under the
Midwest Banc Holdings, Inc. 1996 Stock Option Plan, as amended (the "Plan"). The
increase in the number of shares authorized to be issued under the Plan was
approved by the Registrant's stockholders on May 3, 2000. Pursuant to a Form S-8
Registration Statement filed by the Registrant on July 7, 1998, the Registrant
has previously registered an aggregate of 500,000 shares of Common Stock of
which 40,107 shares remain available for issuance under the Plan. The contents
of this Form S-8 Registration Statements (File No. 333-58649) are incorporated
herein by reference pursuant to General Instruction E for the Form S-8.

     The document containing the information required by this section, which
also relates to the shares remaining available which were previously registered
under the above-referenced Registration Statements, will be given to those
persons who participate in the Plan. Such documents are not required to be filed
with the Commission as a part of the Registration Statement or as an Exhibit.

                                        2

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Commission by Midwest Banc Holdings,
Inc., a Delaware corporation (the "Company") are incorporated, as of their
respective dates, in this Registration Statement by reference:

     (a)  Annual Report on Form 10-K for the year ended December 31, 1999 (File
          No. 0-29598)

     (b)  All other reports filed by the Company pursuant to Sections 13(a) or
          15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since
          December 31, 1999.

     (c)  The description of the Company's Common Stock contained in the
          Company's Registration Statement filed pursuant to Section 12 of the
          Exchange Act on Form 8-A (Registration No. 001-13735) and any
          amendment or report filed for the purpose of updating such
          description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold are incorporated by reference in this
Registration Statement and are a part hereof from the date of filing such
documents. Any statement contained 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 or is
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.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Certificate of Incorporation provides that no Director of the
Company will be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a Director; provided, however,
that Directors will have liability (i) for any breach of a Director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law ("DGCL"),
or (iv) for any transaction from which the Director derived an improper personal
benefit.

     The Company's By-Laws provide that the Company will indemnify, to the full
extent permitted under the DGCL, any person made or 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 he is or was a Director, officer, employee or agent of the Company, or is
or was serving at the Company's request as a Director, officer, employee or
agent of another corporation or other enterprise against liabilities and
expenses reasonably incurred or paid by such person in connection with such
action, suit or proceeding. Expenses incurred in defending a civil, criminal,
administrative, investigative or other action, suit or proceeding may be paid by
the Company in advance of a final disposition in accordance with the DGCL. The
indemnification and advancement of expenses provided by the By-Laws are not to
be deemed exclusive of any other rights to which any person indemnified may be
entitled under any by-law, statute, agreement, vote of stockholders, or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and will
continue as to a person who has ceased to be such Director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such person. The Company may purchase and maintain insurance on behalf of any
indemnified person against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the Company would have the power to indemnify him against such liability under
the By-Laws. The provisions of the By-

                                       3

<PAGE>

Laws are deemed a contract between the Company and each Director, officer,
employee and agent who serves in any such capacity at any time while the By-Laws
and relevant provisions of the DGCL, or other applicable law, if any, are in
effect, and any repeal or modification of any such law or of the By-Laws will
not affect any right or obligations then existing with respect to any state of
facts then or theretofore existing or any action, suit or proceeding theretofore
or thereafter brought or threatened based in whole or in part upon such state of
facts.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     4.1  Restated Certificate of Incorporation, as amended (incorporated by
          reference to Exhibit 3.1 to Registration Statement No. 333-42827).

     4.2  Restated By-Laws, as amended (incorporated by reference to Exhibit 3.2
          to Registrant's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1998, File No. 0-29598.

     4.3  Specimen Common Stock Certificate (incorporated by reference to
          Exhibit 4.1 to Registration Statement No. 333-42827).

     5.1  Opinion of Vedder, Price, Kaufman & Kammholz regarding the legality of
          the Common Stock to be issued upon exercise of options issued under
          the Plan.

     23.1 Consent of Crowe, Chizek and Company LLP.

     23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in
          Exhibit 5.1).

     24.1 Power of Attorney (included on the signature pages of the Registration
          Statement).

     99.1 The Midwest Banc Holdings, Inc. 1996 Stock Option Plan, as amended
          (incorporated by reference to Appendix A to Registrant's Proxy
          Statement, dated March 29, 2000, relating to the 2000 Annual Meeting
          of Stockholders, File No. 0-29598).

ITEM 9.  UNDERTAKINGS.

     (a)  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
               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; and

          (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.

     (b)  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 this Registration Statement shall be
          deemed to be a new registration statement relating to the securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

     (h)  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,

                                        4

<PAGE>

          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 policy as expressed in the Act and will be governed by
          the final adjudication of such issue.

                                        5

<PAGE>

                                   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
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Melrose Park, State of Illinois, on this 19th day of
May, 2000.

                                   MIDWEST BANC HOLDINGS, INC.



                                   By:/s/ Robert L. Woods
                                          ------------------------------
                                          Robert L. Woods
                                          President and Chief Executive Officer

     We, the undersigned officers and directors of Midwest Banc Holdings, Inc.,
and each of us, do hereby constitute and appoint each and any of Robert L. Woods
and Edward H. Sibbald, our true and lawful attorney and agent, with full power
of substitution and resubstitution, to do any and all acts and things in our
name and behalf in any and all capacities and to execute any and all instruments
for us in our names in any and all capacities, which attorney and agent may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) hereto; and we do
hereby ratify and confirm all that said attorney and agent, or his substitute,
shall do or cause to be done by virtue thereof.

     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:

<TABLE>
<CAPTION>
                 SIGNATURE                                             TITLE                              DATE
                 ---------                                             -----                              ----
<S>                                               <C>                                <C>

/s/ E.V. Silveri                                   Chairman of the Board                              May 19, 2000
- -------------------------------------------
               E.V. Silveri


/s/ Robert L. Woods                                Director, President and Chief Executive            May 19, 2000
- -------------------------------------------
              Robert L. Woods                      Officer


/s/ Angelo A. DiPaolo                              Director                                           May 19, 2000
- -------------------------------------------
             Angelo A. DiPaolo

                                                   Director                                           May 19, 2000
/s/ Daniel Nagle
- -------------------------------------------
               Daniel Nagle


/s/ Joseph Rizza                                   Director                                           May 19, 2000
- -------------------------------------------
               Joseph Rizza

</TABLE>

                                        6

<PAGE>

<TABLE>
<CAPTION>
                 SIGNATURE                                             TITLE                              DATE
                 ---------                                             -----                              ----
<S>                                               <C>                                <C>
/s/ LeRoy Rosasco                                  Director                                           May 19, 2000
- -------------------------------------------
               LeRoy Rosasco


/s/ Robert D. Small                                Director                                           May 19, 2000
- -------------------------------------------
              Robert D. Small


/s/ Leon Wolin                                     Director                                           May 19, 2000
- -------------------------------------------
                Leon Wolin


/s/ Edward H. Sibbald                              Senior Vice President and Chief Financial          May 19, 2000
- -------------------------------------------        Officer
             Edward H. Sibbald


/s/ Daniel R. Kadolph                              Vice President, Comptroller and Treasurer          May 19, 2000
- -------------------------------------------
             Daniel R. Kadolph

</TABLE>

                                        7

<PAGE>

                                INDEX TO EXHIBITS



     EXHIBIT
      NUMBER        DESCRIPTION OF EXHIBIT
      ------        ----------------------
       4.1          Restated Certificate of Incorporation, as amended
                    (incorporated by reference to Exhibit 3.1 to Registration
                    Statement No. 333-42827).

       4.2          Restated By-Laws as amended
                    (incorporated by reference to Exhibit 3.2 to Registrant's
                    Quarterly Report on Form 10-Q for the quarter ended June 30,
                    1998, File No. 0-29598).

       4.3          Specimen Stock Certificate (incorporated by reference to
                    Exhibit 4.1 to Registration Statement No. 333-42827).

       5.1          Opinion of Vedder, Price,
                    Kaufman & Kammholz regarding the legality of the Common
                    Stock to be issued upon exercise of options issued under the
                    Plan.

       23.1         Consent of Crowe, Chizek and Company LLP.

       23.2         Consent of Vedder, Price, Kaufman & Kammholz (included in
                    Exhibit 5.1).

       24.1         Power of Attorney (included on the signature pages of the
                    Registration Statement).

       99.1         The Midwest Banc Holdings, Inc. 1996 Stock Option Plan, as
                    amended (incorporated by reference to Appendix A to
                    Registrant's Proxy Statement, dated March 29, 2000, relating
                    to the 2000 Annual Meeting of Stockholders, File No.
                    0-29598).

                                        8

                                                                     EXHIBIT 5.1


VEDDER PRICE                       VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                                   222 NORTH LASALLE STREET
                                   CHICAGO, ILLINOIS 60601-1003
                                   312-609-7500
                                   FACSIMILE:  312-609-5005

                 A PARTNERSHIP INCLUDING VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.
                 WITH OFFICES IN CHICAGO AND NEW YORK CITY

                                  May 19, 2000


Midwest Banc Holdings, Inc.
501 West North Avenue
Melrose Park, Illinois  60160

         Re:      REGISTRATION STATEMENT ON FORM S-8
                  ----------------------------------

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 to be filed by
Midwest Banc Holdings, Inc. (the "Company") with the Securities and Exchange
Commission on or about May 19, 2000 (the "Registration Statement") in connection
with the registration under the Securities Act of 1933, as amended (the "Act"),
of 250,000 shares of Common Stock, par value $0.01 per share (the "Shares"),
issuable under the Company's 1996 Stock Option Plan, as amended (the "Plan").

     Based upon the foregoing, and assuming the Shares are issued in accordance
with the Plan, it is our opinion that, after the effectiveness of the
Registration Statement under the Act, the Shares, when issued, will be validly
issued, fully-paid and non-assessable.

     The law covered by the opinions expressed herein is limited to the Federal
securities laws of the United States of America and the laws of the State of
Delaware.

     We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.

                                           Very truly yours,

                                           /s/ Vedder, Price, Kaufman & Kammholz


                                                                    EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT

We consent to incorporating by reference our report on the financial statements
of Midwest Banc Holdings, Inc. as of December 31, 1999 and 1998 and for the
three years then ended in this Registration Statement on Form S-8 of Midwest
Banc Holdings, Inc. Our report is dated January 15, 2000 and is included in the
1999 Form 10-K of Midwest Banc Holdings, Inc.


                                           /s/ Crowe, Chizek and Company LLP

Oak Brook, Illinois
May 19, 2000

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