<PAGE>
As filed with the Securities and Exchange Commission on August 21, 1998
Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------------
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
----------------------
CFS BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 35-204-2093
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
707 Ridge Road, Munster, Indiana 46321
(Address of principal executive (Zip Code)
offices)
STOCK OPTIONS ASSUMED IN ACQUISITION OF
SUBURBFED FINANCIAL CORP.
(Full title of the plan)
THOMAS F. PRISBY
Chairman of the Board and Chief Executive Officer
CFS Bancorp, Inc.
707 Ridge Road
Munster, Indiana 46321
(Name and address of agent for service)
(219) 836-5500
(Telephone number, including area code, of agent for service)
Copies to:
Hugh T. Wilkinson, Esq.
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W.
Washington, D.C. 20005
(202) 347-0300
CALCULATION OF REGISTRATION FEE
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- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of securities Amount to be Offering price Aggregate Amount of
to be registered registered per share offering price registration fee
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 883,735 $5.17(1) $4,568,910(2) $1,347.83(2)
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Reflects the weighted average exercise price of the options covered hereby.
(2) Calculated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee, based on the weighted average option
exercise price of the shares issuable.
<PAGE>
Purpose
The purpose of this registration statement is to register on Form S-8
shares of common stock, par value $.01 per share (the "Common Stock") of CFS
Bancorp, Inc. (the "Company") issuable upon exercise of certain stock options
assumed by the Company in connection with the acquisition by the Company of
SuburbFed Financial Corp. ("SuburbFed").
PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
__________________
*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended ("Securities Act"), and the
Note to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by the Company with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement:
(a) The Company's prospectus and prospectus supplements ("Prospectus")
included in its Registration Statement on Form S-1 (File No.
333-48689).
(b) The description of the Common Stock of the Company contained in the
Company's Prospectus included in the Company's Registration Statement
on Form S-1 (File No. 333-48689).
(c) The Company's Form 10-Q for the quarter ended June 30, 1998 (File No.
000-24611).
(d) All documents filed by the Company and the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold
II-1
<PAGE>
or which deregisters all securities then remaining unsold.
Any statement contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein 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 to this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not Applicable to this Registration Statement.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their capacity
as such. The Certificate of Incorporation and the Bylaws of the Company provide
that the directors, officers, employees and agents of the Company shall be
indemnified to the full extent permitted by law. Such indemnity shall extend to
expenses, including attorney's fees, judgments, fines and amounts paid in the
settlement, prosecution or defense of the foregoing actions.
Article 10 of the Registrant's Certificate of Incorporation provides as
follows:
Article 10. Indemnification. The Corporation shall indemnify its
directors, officers, employees, agents and former directors, officers, employees
and agents, and any other persons serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, association,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement)
incurred in connection with any pending or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, with
respect to which such director, officer, employee, agent or other person is a
party, or is threatened to be made a party, to the full extent permitted by the
General Corporation Law of the State of Delaware, provided, however, that the
Corporation shall not be liable for any amounts which may be due to any person
in connection with a settlement of any action, suit or proceeding effected
without its prior written consent or any action, suit or proceeding initiated by
any person seeking indemnification hereunder without its prior written consent.
The indemnification provided herein (i) shall not be deemed exclusive of any
other right to which any person seeking indemnification may be entitled under
any bylaw, agreement or vote of stockholders or disinterested
II-2
<PAGE>
directors or otherwise, both as to action in his or her official capacity and
as to action in any other capacity, and (ii) shall inure to the benefit of
the heirs, executors and administrators of any such person. The Corporation
shall have the power, but shall not be obligated, to purchase and maintain
insurance on behalf of any person or persons enumerated above against any
liability asserted against or incurred by them or any of them arising out of
their status as corporate directors, officers, employees, or agents whether
or not the Corporation would have the power to indemnify them against such
liability under the provisions of this Article 10.
Article VI of the Company's Bylaws provides as follows:
6.1 Indemnification. The Corporation shall provide indemnification to its
directors, officers, employees, agents and former directors, officers, employees
and agents and to others in accordance with the Corporation's Certificate of
Incorporation.
6.2 Advancement of Expenses. Reasonable expenses (including attorneys'
fees) incurred by a director, officer or employee of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding described in Section 6.1 may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors only upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that the person
is not entitled to be indemnified by the Corporation.
6.3 Other Rights and Remedies. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Corporation's Certificate of
Incorporation, any agreement, vote of stockholders or disinterested directors or
otherwise, both as to actions in their official capacity and as to actions in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such person.
6.4 Insurance. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer of employee of the Corporation, or is or was serving
at the request of the corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of its
Certificate of Incorporation or this Article VI.
6.5 Modification. The duties of the Corporation to indemnify and to
advance expenses to a director, officer or employee provided in this Article VI
shall be in the nature of a contract between the Corporation and each such
person, and no amendment or repeal of any provision of this Article VI shall
alter, to the detriment of such person, the right of such person to the advance
of expenses or indemnification related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.
II-3
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable to this Registration Statement.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Regulation
S-K Exhibit
No. Document
----------- --------
<S> <C>
2 Agreement and Plan of Merger between Citizens
Financial Services, FSB and SuburbFed Financial
Corp. (without exhibits)*
4 Form of Stock Certificate*
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
10.1 1991 Stock Option and Incentive Plan**
10.2 1992 Officers' Incentive Plan***
10.3 1993 Officers' Incentive Plan***
10.4 1995 Stock Option and Incentive Plan****
10.5 1997 Stock Option and Incentive Plan*****
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement).
</TABLE>
__________________
* Incorporated by reference from the Company's Registration Statement on
Form S-1 (File No. 333-48689).
** Incorporated by reference from SuburbFed's Registration Statement on
Form S-1 (File No. 33-44094).
*** Incorporated by reference from SuburbFed's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992.
**** Incorporated by reference from SuburbFed's Registration Statement on
Form S-8 (File No. 333-93980).
***** Incorporated by reference from SuburbFed's Registration Statement on
Form S-8 (File No. 333-35157).
II-4
<PAGE>
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; (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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change in such information in the
Registration Statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-effective amendment
by those clauses is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, 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.
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.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act and each filing of the Plan's annual
report pursuant to Section 15(d) of the Exchange Act 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.
5. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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
II-5
<PAGE>
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
Securities Act and will be governed by the final adjudication of such issue.
II-6
<PAGE>
SIGNATURES
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 Munster, State of Indiana, on this 21st day of August, 1998.
CFS Bancorp, Inc.
By: /s/Thomas F. Prisby
-------------------------------------------------
Thomas F. Prisby
Chairman of the Board and Chief Executive Officer
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. Each person whose signature appears
below hereby makes, constitutes and appoints Thomas F. Prisby his or her true
and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of substitution
any and all amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said attorney to any
and all amendments.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/Thomas F. Prisby Chairman of the Board August 21, 1998
- ------------------- and Chief Executive Officer
Thomas F. Prisby (principal executive officer)
/s/James W. Prisby
- ----------------- Vice Chairman, President and Chief August 21, 1998
James W. Prisby Executive Officer
/s/John T. Stephens Executive Vice President and August 21, 1998
- ----------------- Chief Financial Officer
John T. Stephens (principal financial and
accounting officer)
- ----------------- Director August __, 1998
Sally A. Abbott
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
- ----------------- Director August __, 1998
Gregory W. Blaine
/s/Thomas J. Burns Director August 21, 1998
- -----------------
Thomas J. Burns
/s/Daniel P. Ryan Director August 21, 1998
- -----------------
Daniel P. Ryan
- ----------------- Director August __, 1998
Gene Diamond
</TABLE>
II-8
<PAGE>
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
----------
TIMOTHY B. MATZ Telephone: (202) 347-0300 JEFFREY D. HAAS
STEPHEN M. EGE Facsimile: (202) 347-2172 KEVIN M. HOULIHAN
W. MICHAEL HERRICK KENNETH B. TABACH
GERARD L. HAWKINS PATRICIA J. WOHL
NORMAN B. ANTIN FIORELLO J. VICENCIO*
JOHN P. SOUKENIK* DAVID K. TEEPLES*
GERALD F. HEUPEL, JR. CRISTIN ZEISLER
JEFFREY A. KOEPPEL ANDREW ROSENSTEIN*
DANIEL P. WEITZEL __________________
PHILIP ROSS BEVAN OF COUNSEL
HUGH T. WILKINSON
ALLIN P. BAXTER
August 21, 1998 JACK I. ELIAS
SHERYL JONES ALU
*NOT ADMITTED IN D.C.
Board of Directors
CFS Bancorp, Inc.
707 Ridge Road
Munster, Indiana 46321
Re: Registration Statement on Form S-8
883,735 Shares of Common Stock
Ladies and Gentlemen:
We are special counsel to CFS Bancorp, Inc., a Delaware corporation (the
"Corporation"), in connection with the preparation and filing with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement"),
relating to the registration of shares of common stock, par value $.01 per share
("Common Stock") of the Corporation issuable upon exercise of certain stock
options ("Option Rights") assumed by the Corporation in connection with the
merger of SuburbFed Financial Corp. ("SuburbFed") with and into the Corporation
in accordance with the terms of the Agreement and Plan of Merger ("Agreement"),
dated as of December 29, 1997 by and among the Company, Citizens Financial
Services, FSB and SuburbFed. We have been requested by the Corporation to
furnish an opinion to be included as an exhibit to the Registration Statement.
For this purpose, we have reviewed the Registration Statement and related
Prospectus, the Certificate of Incorporation and Bylaws of the Corporation, the
Agreement, a specimen stock certificate evidencing the Common Stock of the
Corporation and such other corporate records and documents as we have deemed
appropriate. We are relying upon the originals, or copies certified or
otherwise identified to our satisfaction, of the corporate records of the
Corporation and such other instruments, certificates and representations of
public officials, officers and representatives of the Corporation as we have
deemed relevant as a basis for this opinion. In addition, we have assumed,
without independent verification, the genuineness of all signatures and the
authenticity of all documents furnished to us and the conformance in all
respects of copies to originals. Furthermore,
<PAGE>
Board of Directors
August 21, 1998
Page 2
we have made such factual inquiries and reviewed such laws as we determined
to be relevant for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to Option Rights granted under the terms of the
Agreement will continue to be validly authorized on the dates the Common Stock
is issued pursuant to the Option Rights; (ii) on the dates the Option Rights are
exercised, the Option Rights granted under the terms of the Agreement will
constitute valid, legal and binding obligations of the Corporation and will
(subject to applicable bankruptcy, moratorium, insolvency, reorganization and
other laws and legal principles affecting the enforceability of creditors'
rights generally) be enforceable as to the Corporation in accordance with their
terms; (iii) the Option Rights are exercised in accordance with their terms and
the exercise price therefor is paid in accordance with the terms thereof; (iv)
no change occurs in applicable law or the pertinent facts; and (v) the
provisions of "blue sky" and other securities laws as may be applicable will
have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock to
be issued pursuant to the Agreement, when issued and sold pursuant to the
Agreement and upon receipt of the consideration required thereby, will be
legally issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
We hereby consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectus of the Agreement and to the filing of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Hugh T. Wilkinson
----------------------------
Hugh T. Wilkinson, a Partner
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of CFS Bancorp, Inc., pertaining to the Stock Options Assumed in
the Acquisition of SuburbFed Financial Corp., of our report dated January 30,
1998, with respect to the consolidated financial statements of Citizens
Financial Services, FSB for the year ended December 31, 1997, included in the
Registration Statement (Form S-1 No. 333-48689) of CFS Bancorp, Inc., filed
with the Securities and Exchange Commission.
/s/Ernst & Young LLP
Chicago, Illinois
August 21, 1998
