<PAGE>
As filed with the Securities and Exchange
Commission on April 24, 2000.
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT ON
FORM S-8
UNDER THE SECURITIES ACT OF 1933
CAPITOL FEDERAL FINANCIAL
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
United States 48-1212142
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
700 Kansas Avenue, Topeka, Kansas 66603
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
CAPITOL FEDERAL FINANCIAL
2000 STOCK OPTION AND INCENTIVE PLAN
AND
2000 RECOGNITION AND RETENTION PLAN
- --------------------------------------------------------------------------------
(Full title of the plan)
James S. Fleischer, P.C.
Martin L. Meyrowitz, P.C.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
7th Floor - East Tower
1100 New York Avenue, NW
Washington, DC 20005
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(202) 414-6100
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Amount to be offering price aggregate Amount of
Title of securities to be registered registered per share offering price registration fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share 5,293,005 shares $9.251(1) $48,965,589(1) $12,926.22(1)
============================================================================================================================
<FN>
(1) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. The shares being registered hereby are
being registered based upon the average of the high and low prices per
share of the common stock on The Nasdaq National Market of $9.251 per
share on April 14, 2000.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the Form
S-8 will be sent or given to participants in Capitol Federal Financial's 2000
Stock Option and Incentive Plan and 2000 Recognition and Retention Plan as
specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission ("SEC") under the Securities Act of 1933, as amended.
Such documents are not being filed with the SEC, but constitute (along with
the documents incorporated by reference into the registration statement pursuant
to Item 3 of Part II of this registration statement), prospectuses that meet the
requirements of Section 10(a) of the Securities Act.
I-2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously or concurrently filed by Capitol Federal
Financial (the "Company" or the "Registrant") with the SEC are hereby
incorporated by reference in this registration statement and the prospectuses to
which this registration statement relates:
1. The annual report on Form 10-K of the Company for the fiscal year ended
September 30, 1999 (File No. 000-25391).
2. The quarterly report on Form 10-Q of the Company for the quarterly period
ended December 31, 1999.
3. The description of the Company common stock contained in the Company's
Registration Statement on Form 8-A filed February 12, 1999 (and any
amendments or reports filed for the purpose of updating the
description)(File No. 000-25391).
All documents subsequently filed by the Company with the SEC 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 into this
registration statement and the prospectuses to be a part hereof and thereof from
the date of the filing of such documents. 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 and the prospectuses 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 and the prospectuses.
The Company shall furnish without charge to each person to whom the
prospectuses are delivered, on the written or oral request of such person, a
copy of any or all of the documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference to the information that is incorporated). Requests should be
directed to: Stockholder Relations, Capitol Federal Financial, 700 Kansas
Avenue, Topeka, Kansas 66603; telephone number (785) 270-6055.
All information appearing in this registration statement and the
prospectuses is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
II-1
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Federal Regulations define areas for indemnity coverage by the Company as
follows:
(a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the Company shall be indemnified
by the Company, as the case may be, for:
(i) Any amount for which such person becomes liable under a judgment
in such action; and
(ii) Reasonable costs and expenses, including reasonable attorney's
fees, actually paid or incurred by such person in defending or
settling such action, or in enforcing his or her rights to
indemnification if the person attains a favorable judgment in such
enforcement action.
(b) Indemnification provided for in subparagraph (a) shall be made to such
officer or director only if the requirements of this subparagraph are met:
(i) The Company shall make the indemnification provided by
subparagraph (a) in connection with any such action which results in a
final judgment on the merits in favor of such officer or director.
(ii) The Company shall make the indemnification provided by
subparagraph (a) in case of (1) settlement of such action, (2) final
judgment against such director or officer or (3) final judgment in
favor of such director or officer other than on the merits, if a
majority of the disinterested directors of the Company determines that
such a director or officer was acting in good faith within the scope
of his or her employment or authority as he or she could reasonably
have perceived it under the circumstances and for a purpose which he
or she could reasonably have believed under the circumstances was in
the best interest of the Company or its members.
(c) As used in this Item 14:
(i) "action" means any judicial or administrative proceeding, or
threatened proceeding, whether civil, criminal, or otherwise,
including any appeal or other proceeding for review;
(ii) "final judgment" means a judgment, decree, or order which is not
appealable or as to which the period for appeal has expired with no
appeal taken;
(iii) "settlement" includes the entry of a judgment by consent or by
confession or a plea of guilty or nolo contendere.
II-2
<PAGE>
The Company has a directors and officers liability policy providing for
insurance against certain liabilities incurred by directors and officers of the
Company while serving in their capacities as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibits Index to this Registration Statement.
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:
(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;
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 end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 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 SEC by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
II-3
<PAGE>
(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.
(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
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.
(c) 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 SEC such
indemnification is against public policy as expressed in the Securities Act
of 1933 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 of expenses incurred or paid by a
director, officer or controlling person 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 of 1933 and will be
governed by the final adjudication of such issue.
II-4
<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 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 in the City of Topeka, State of Kansas on April 24,
2000.
CAPITOL FEDERAL FINANCIAL
By: /s/ JOHN C. DICUS
--------------------------------------------
JOHN C. DICUS
Chairman and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
Each person whose signature appears below hereby makes, constitutes and
appoints John C. Dicus his true and lawful attorney, with full power to sign for
each 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. 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.
Name Title Date
- ------------------------ ------------------------------ -----------------
/s/ JOHN C. DICUS April 24, 2000
- ------------------------- Chairman and -----------------
JOHN C. DICUS Chief Executive Officer
(Principal Executive Officer)
/s/ JOHN B. DICUS April 24, 2000
- ------------------------- President, Chief Operating -----------------
JOHN B. DICUS Officer and Director
/s/ NEIL F.M. MCKAY April 24, 2000
- ------------------------- Executive Vice President -----------------
NEIL F.M. MCKAY and Chief Financial Officer
(Principal Financial Officer)
<PAGE>
Name Title Date
- ------------------------ ------------------------------ -----------------
/s/ KENT G. TOWNSEND April 24, 2000
- ------------------------- First Vice President -----------------
KENT G. TOWNSEND and Controller
(Principal Accounting Officer)
/s/ B.B. ANDERSEN April 24, 2000
- ------------------------- Director -----------------
B.B. ANDERSEN
/s/ ROBERT B. MAUPIN April 24, 2000
- ------------------------- Director -----------------
ROBERT B. MAUPIN
/s/ FREDERICK P. REYNOLDS April 24, 2000
- ------------------------- Director -----------------
FREDERICK P. REYNOLDS
/s/ CARL W. QUARNSTROM April 24, 2000
- ------------------------- Director -----------------
CARL W. QUARNSTROM
/s/ MARILYN S. WARD April 24, 2000
- ------------------------ Director -----------------
MARILYN S. WARD
II-6
<PAGE>
EXHIBITS INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
- -------------------------------------------------------------------------------------------------------
<S> <C>
4.1 Federal MHC Subsidiary Holding Company Charter for Capitol Federal
Financial, filed on December 4, 1998 as Exhibit 3.1 to Registrant's
Registration Statement on Form S-1 (File No. 333-68363), is incorporated
herein by reference.
4.2 Bylaws of Capitol Federal Financial, filed on December 4, 1998 as
Exhibit 3.2 to Registrant's Registration Statement on Form S-1 (File No.
333-68363), is incorporated herein by reference.
4.3 Form of Certificate of Common Stock, filed on December 4, 1998 as
Exhibit 4 to Registrant's Registration Statement on Form S-1 (File No.
333-68363), is incorporated herein by reference.
5 Opinion of Silver, Freedman & Taff, L.L.P.
23.1 Consent of Deloitte & Touche L.L.P.
23.2 Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5).
24 Power of Attorney (included in signature pages).
99.1 Registrant's 2000 Stock Option and Incentive Plan filed on March 16,
2000 as Appendix A to Registrant's Proxy Statement on Schedule 14A
(File No. 000-25391), is incorporated herein by reference.
99.2 Registrant's 2000 Recognition and Retention Plan filed on March 16,
2000 as Appendix B to Registrant's Proxy Statement on Schedule 14A
(File No. 000-25391), is incorporated herein by reference.
</TABLE>
II-7
[SILVER, FREEDMAN AND TAFF, L.L.P. LETTERHEAD]
April 24, 2000
Board of Directors
Capitol Federal Financial
700 Kansas Avenue
Topeka, Kansas 66603
Members of the Board:
We have acted as counsel to Capitol Federal Financial (the "Corporation"),
in connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-8 under the Securities Act of
1933, as amended (the "Registration Statement"), relating to 3,780,718 shares of
the Corporation's common stock, par value $.01, per share (the "Common Stock"),
to be offered pursuant to its 2000 Stock Option and Incentive Plan and 1,512,287
shares of the Corporation's Common Stock to be offered pursuant to its 2000
Recognition and Retention Plan (collectively, the "Plans").
We have reviewed originals or copies, certified or otherwise identified to
our satisfaction, of the Plans, the Corporation's Charter, Bylaws, resolutions
of its Board of Directors and such other documents and corporate records as we
deem appropriate for the purpose of giving this opinion.
Based upon the foregoing, it is our opinion that the shares of Common Stock
being so registered have been duly authorized. The shares of Common Stock when
and if issued, sold and paid for as contemplated by the Plans, will be legally
issued, fully paid and non-assessable shares of Common Stock of the Corporation.
We hereby consent to the inclusion of our opinion as Exhibit 5 to this
Registration Statement on Form S-8. In giving this consent, we do not admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ SILVER, FREEDMAN & TAFF, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Capitol Federal Financial on Form S-8 of our report dated October 28, 1999
incorporated by reference in the Annual Report on Form 10-K of Capitol Federal
Financial for the year ended September 30, 1999.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
April 24, 2000
PROSPECTUS
CAPITOL FEDERAL FINANCIAL
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
OFFERED UNDER THE
CAPITAL FEDERAL FINANCIAL 2000 STOCK OPTION AND INCENTIVE PLAN
------------------------
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
This prospectus describes the Capitol Federal Financial 2000 Stock Option
and Incentive Plan. Participation in the Plan is offered, as described in this
prospectus, to directors, advisory directors and employees of Capitol Federal
Financial and its subsidiaries We sometimes refer to the Capitol Federal
Financial 2000 Stock Option and Incentive Plan as the "Plan" and to Capitol
Federal Financial as "Capitol Federal" or the "Company" in this prospectus.
This prospectus will not be available for reoffers or resales of securities
acquired through the Plan by affiliates of Capitol Federal, as defined in Rule
405 under the Securities Act of 1933, as amended.
Capitol Federal's common stock is traded on The Nasdaq National Market under the
symbol "CFFN."
-------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER GOVERNMENTAL
AGENCY HAS APPROVED OR DISAPPROVED OF THE CAPITOL FEDERAL COMMON STOCK TO BE
ISSUED UNDER THE PLAN OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
We have not authorized anyone to give any information or make any
representation about the Plan or Capitol Federal that is different from, or in
addition to, that contained in this prospectus or in any of the materials that
we have incorporated into this document. Therefore, if anyone does give you
information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to exchange or sell, or solicitations of offers to
exchange or purchase, the securities offered by this prospectus or the
solicitation of proxies is unlawful, or if you are a person to whom it is
unlawful to direct these types of activities, then the offer presented in this
document does not extend to you. The information contained in this document
speaks only as of the date of this document unless the information specifically
indicates that another date applies.
-------------------------
THE DATE OF THIS PROSPECTUS IS April 24, 2000.
<PAGE>
TABLE OF CONTENTS
Page
CAPITOL FEDERAL FINANCIAL 2000 STOCK OPTION AND INCENTIVE PLAN........... 1
General Information............................................. 1
Description of Terms and Conditions............................. 1
Administration of the Plan...................................... 1
Reoffers and Resales............................................ 1
Federal Income Tax Consequences................................. 2
ERISA........................................................... 3
Recent Events................................................... 4
WHERE YOU CAN FIND ADDITIONAL INFORMATION................................ 4
The Registration Statement...................................... 4
Incorporation by Reference...................................... 4
Annual Report to Shareholders................................... 5
ATTACHMENT
Capitol Federal Financial 2000 Stock Option and Incentive Plan
i
<PAGE>
CAPITOL FEDERAL FINANCIAL 2000 STOCK OPTION AND INCENTIVE PLAN
GENERAL INFORMATION
You should consult with your own legal counsel regarding the tax and
securities laws implications of participation in the Plan. Any director,
executive officer or beneficial owner of more than 10% of the outstanding shares
of Capitol Federal common stock should consider the applicability of Sections
16(a) and 16(b) of the Securities Exchange Act of 1934 to his or her
participation in the Plan. For purposes of Section 16, the term executive
officer refers to Capitol Federal's president, principal financial officer, or
principal accounting officer, any vice president of Capitol Federal in charge of
a principal business unit, division or function such as sales, administration or
finance, any other officer who performs a policy-making function, or any other
person who performs similar policy-making functions for Capitol Federal.
Officers of Capitol Federal's affiliates, which includes Capitol Federal Savings
Bank and Capitol Federal Savings Bank MHC, may be deemed executive officers of
Capitol Federal if they perform policy-making functions for Capitol Federal.
DESCRIPTION OF TERMS AND CONDITIONS
See the attached copy of the Plan for a complete description of its terms
and conditions. Participants may obtain additional information about the Plan,
by contacting Shareholder Relations, Capitol Federal Financial, 700 Kansas
Avenue, Topeka, Kansas 66603; telephone number (785) 270-6055.
ADMINISTRATION OF THE PLAN
The Plan is administered by the Stock Benefit Committee of Capitol
Federal's Board of Directors. The present members of the Stock Benefit Committee
are Directors B. B. Andersen and Marilyn S. Ward. Members of the Committee serve
at the discretion of the Board of Directors and may be removed by the Board at
any time.
REOFFERS AND RESALES
Capitol Federal has registered the shares which you will receive under the
Securities Act of 1933, but if you are an "affiliate" of Capitol Federal that
registration will not apply to your resale of these shares. The word "affiliate"
is defined in Rule 405 of Regulation C under the Securities Act of 1933.
If you are an "affiliate" of Capitol Federal, you may sell your shares of
Capitol Federal common stock by complying with Rule 144 under the Securities Act
of 1933. Rule 144 generally requires that certain information concerning Capitol
Federal is publicly available, and that sales are made in routine brokerage
transactions or through a market maker. Further, each affiliate, or persons
acting in concert with such affiliate, may not sell, without registration, in
any three-month period, a number of shares which exceeds the greater of (i) 1%
of the number of outstanding shares, or (ii) the average weekly reported volume
of trading of the shares reported through a national securities exchange or the
Nasdaq System during the four weeks preceding the sale.
<PAGE>
If the number of shares sold in reliance upon Rule 144 during any
three-month period exceeds 500, or has an aggregate sale price greater than
$10,000, a Form 144 must be filed with the SEC in Washington, D.C. One
additional copy of the notice must be furnished to the principal exchange on
which the shares are traded if admitted for trading on a national securities
exchange. The Form 144 must be signed and transmitted for filing at the same
time the sale order is placed with the broker or executed with the market maker.
This discussion of Rule 144 is only a summary, and you should consult the
full text of that Rule for a complete statement of its provisions. You should
consult with your own counsel about Rule 144 before disposing of your shares.
FEDERAL INCOME TAX CONSEQUENCES
Under federal income tax laws as in effect as of the date of this
prospectus, awards granted under the Plan will have the following federal income
tax consequences:
1. The grant of an award, by itself, will generally neither result in the
recognition of taxable income to the participant nor entitle Capitol
Federal to a deduction at the time of such grant.
2. In order for a stock option award to qualify as an "Incentive Stock
Option," the stock option awarded under the Plan must meet the conditions
contained in Section 422 of the Internal Code, including the requirement
that the shares acquired upon the exercise of the stock option be held for
at least one year after the date of exercise and at least two years after
the grant of the option. The exercise of an Incentive Stock Option will
generally not, by itself, result in the recognition of taxable income to
the participant nor entitle Capitol Federal to a deduction at the time of
such exercise. However, the difference between the exercise price and the
fair market value of the option shares on the date of exercise is an item
of adjustment which may, in certain situations, trigger the alterative
minimum tax. The alternative minimum tax is incurred only when it exceeds
the regular income tax. The alternative minimum tax will be payable at the
rate of 26% on the first $175,000 of "alternative minimum taxable income"
above the exemption amount (the exemption amount being $33,750 for a single
individual or $45,000 for married individuals filing jointly). This tax
applies at a flat rate of 28% on alternative minimum taxable income more
than $175,000 above the applicable exemption amounts. If a taxpayer has
alternative minimum taxable income in excess of $150,000 (married
individuals filing jointly) or $112,500 (single individual), the $45,000 or
$33,750 exemptions will be reduced by an amount equal to 25% of the amount
by which the alternative minimum taxable income of the taxpayer exceeds
$150,000 or $112,500, respectively.
3. If the shares are held by the participant for at least one year after the
Incentive Stock Option is exercised and two years after the Incentive Stock
Option was granted, the participant will recognize a long-term capital gain
or loss upon disposition of the shares and Capitol Federal will not be
entitled to a corresponding deduction. The amount of such gain or loss will
be equal to the difference between the amount realized by the participant
upon disposition of the shares and the amount paid by the participant for
such shares.
2
<PAGE>
4. If the shares acquired upon exercise of an Incentive Stock Option are not
held for at least one year after transfer of such shares to the participant
and two years after the grant of the Incentive Stock Option, the
participant generally will recognize ordinary income or loss upon
disposition of the shares in an amount equal to the difference between the
exercise price and the fair market value of the shares on the date of
exercise. In such an event, Capitol Federal will generally be entitled to a
corresponding deduction, provided Capitol Federal meets its federal tax
reporting obligations. The participant will also recognize capital gain or
loss in an amount of the difference, if any, between the sale price and the
fair market value of the shares on the date of exercise of the Incentive
Stock Option; such capital gain or loss will be characterized as short- or
long-term depending on how long the shares are held after the date of
exercise of the Incentive Stock Option. Capitol Federal will not be
entitled to a corresponding deduction for such capital gain or loss.
5. The exercise of a Non-Qualified Stock Option will result in the recognition
of ordinary income by the participant on the date of exercise in an amount
equal to the difference between the exercise price and the fair market
value on the date of exercise of the shares acquired pursuant to the stock
option. Capitol Federal will be allowed a deduction at the time and in the
amount of any ordinary income recognized by the participant upon the
exercise of a Non-Qualified Stock Option, provided Capitol Federal meets
its federal tax reporting obligations. Upon sale of the shares acquired
upon exercise of a Non-Qualified Stock Option, any appreciation or
depreciation in the value of such shares from the time of exercise will
result in the recognition of a capital gain or loss by the participant.
Such gain or loss will be short- or long-term capital gain or loss
depending upon how long the participant held the shares following exercise
of the Non-Qualified Stock Option. Capitol Federal will not be entitled to
a corresponding deduction for such capital gain or loss.
6. The exercise of a stock appreciation right will result in the recognition
of ordinary income by the participant on the date of exercise. The amount
of ordinary income recognized will equal the amount of cash that represents
the appreciation in the value of the shares and/or the fair market value on
that date of the shares acquired pursuant to the exercise in excess of any
amount paid by the employee for the stock. Capitol Federal will be entitled
to a corresponding deduction provided that it meets its federal tax
reporting obligations.
This discussion of federal income tax consequences is a summary only, and
you should consult the Internal Revenue Code and the regulations promulgated
thereunder for a complete statement of all relevant federal tax provisions. IT
IS RECOMMENDED THAT YOU CONSULT YOUR OWN TAX ADVISER WITH RESPECT TO THE TAX
CONSEQUENCES IN YOUR INDIVIDUAL SITUATION. Participants subject to taxes imposed
by state, local and other taxing authorities, including foreign governments,
should consult with their own attorneys or tax advisers regarding those tax
consequences.
ERISA
The Plan is not subject to the Employee Retirement Income Security Act of
1974.
3
<PAGE>
RECENT EVENTS
There have been no material changes in Capitol Federal's affairs which have
occurred since the end of the latest fiscal year for which certified financial
statements are included in the annual report incorporated by reference herein
and which have not been described in a Current Report on Form 8-K or Quarterly
Report on Form 10-Q timely filed with the SEC.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
THE REGISTRATION STATEMENT
Capitol Federal has filed with the SEC a registration statement under the
Securities Act of 1933 that registers the distribution to Plan participants of
the shares of Capitol Federal common stock to be issued under the Plan. The
registration statement, including the attached exhibits and schedules, contains
additional relevant information about Capitol Federal and Capitol Federal common
stock. The rules and regulations of the SEC allow us to omit certain information
included in the registration statement from this prospectus.
In addition, Capitol Federal files reports, proxy statements and other
information with the SEC under the Securities Exchange Act of 1934. You may read
this information at the following locations of the SEC:
Public Reference Room New York Regional Office
450 Fifth Street, N.W. 7 World Trade Center
Room 1024 Suite 1300
Washington, D.C. 20549 New York, N.Y. 10048
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like Capitol
Federal, who file electronically with the SEC. The address of that site is
http://www.sec.gov.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information regarding
Capitol Federal into this prospectus. This means that we can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is considered to be a part of
this prospectus, except for any information that other information included
directly in this document supersedes.
4
<PAGE>
This prospectus incorporates by reference the documents listed below that
Capitol Federal has previously filed with the SEC. Our SEC file number is
000-25391. They contain important information about Capitol Federal and its
financial condition.
1. Capitol Federal's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999.
2. Capitol Federal's Quarterly Report on Form 10-Q for the quarterly period
ended December 31, 1999; and
3. The description of the common stock, par value $0.01 per share, of Capitol
Federal set forth under "Description of Capital Stock of Capitol Federal
Financial," "Our Policy Regarding Dividends," "Capitol Federal Savings Bank
MHC Intends to Waive Any Dividends From Capitol Federal Financial" and
"Market for Common Stock" contained in Capitol Federal's prospectus dated
February 11, 1999, and incorporated in Capitol Federal's registration
statement on Form 8-A filed February 12, 1999 (and any amendments or
reports filed for the purpose of updating the description).
Capitol Federal incorporates by reference additional documents it may file
with the SEC between the date of this prospectus and 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. These
documents include periodic reports, such as Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document through Capitol Federal or from the SEC through the SEC's web site at
the address described above. Documents incorporated by reference are available
from Capitol Federal without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit in
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from Capitol Federal at
the following address:
Capitol Federal Financial
700 Kansas Avenue
Topeka, Kansas 66603
(785) 270-6055
All information appearing in this prospectus is qualified in its entirety
by the detailed information, including financial statements, appearing in the
documents incorporated by reference.
ANNUAL REPORT TO SHAREHOLDERS
A copy of Capitol Federal's most recent Annual Report to Shareholders has
been or will be delivered to each participant in the Plan. An additional copy of
Capitol Federal's most recent Annual Report to Shareholders may be obtained by
any participant by contacting Shareholder Relations, Capitol Federal Financial,
700 Kansas Avenue, Topeka, Kansas 66603; telephone number (785) 270-6055.
5
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ATTACHMENT
<PAGE>
CAPITOL FEDERAL FINANCIAL
2000 Stock Option and Incentive Plan
1. PLAN PURPOSE. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, advisory directors and employees of the
Corporation and its Affiliates.
2. DEFINITIONS. The following definitions are applicable to the Plan:
"Affiliate" -- means any "parent corporation" or "subsidiary corporation"
of the Corporation, as such terms are defined in Section 424(e) and (f),
respectively, of the Code.
"Award" -- means the grant by the Committee of an Incentive Stock Option, a
Non-Qualified Stock Option, a Right, or any combination thereof, as provided in
the Plan.
"Award Agreement" -- means the agreement evidencing the grant of an Award
made under the Plan.
"Board" -- means the board of directors of the Corporation.
"Cause" -- means Termination of Service by reason of personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties or gross negligence.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3 hereof.
"Corporation" -- means Capitol Federal Financial, a federally-chartered
corporation, and any successor thereto.
"Incentive Stock Option" -- means an option to purchase Shares granted by
the Committee which is intended to qualify as an incentive stock option under
Section 422(b) of the Code. Unless otherwise set forth in the Award Agreement,
any Option which does not qualify as an Incentive Stock Option for any reason
shall be deemed ab initio to be a Non-Qualified Stock Option.
"Market Value" -- means the average of the high and low quoted sales price
on the date in question (or, if there is no reported sale on such date, on the
last preceding date on which any reported sale occurred) of a Share on the
Composite Tape for New York Stock Exchange-Listed Stocks, or, if on such date
the Shares are not quoted on the Composite Tape, on the New York Stock Exchange,
or if the Shares are not listed or admitted to trading on such Exchange, on the
principal United States securities exchange registered under the Securities
Exchange Act of 1934 (the "Exchange Act") on which the Shares are listed or
admitted to trading, or, if the Shares are not listed or admitted to trading on
any such exchange, the mean between the closing bid and asked
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<PAGE>
quotations with respect to a Share on such date on the Nasdaq Stock Market, or
any similar system then in use, or, if no such quotations are available, the
fair market value on such date of a Share as the Committee shall determine.
"Non-Qualified Stock Option" -- means an option to purchase Shares granted
by the Committee which does not qualify, for any reason, as an Incentive Stock
Option.
"Option" -- means an Incentive Stock Option or a Non-Qualified Stock
Option.
"Participant" -- means any director, advisory director or employee of the
Corporation or any Affiliate who is selected by the Committee to receive an
Award.
"Plan" -- means this Capitol Federal Financial 2000 Stock Option and
Incentive Plan.
"Related" -- means (i) in the case of a Right, a Right which is granted in
connection with, and to the extent exercisable, in whole or in part, in lieu of,
an Option or another Right and (ii) in the case of an Option, an Option with
respect to which and to the extent a Right is exercisable, in whole or in part,
in lieu thereof.
"Right" -- means a stock appreciation right with respect to Shares granted
by the Committee pursuant to the Plan.
"Shares" -- means the shares of common stock of the Corporation.
"Termination of Service" -- means cessation of service, for any reason,
whether voluntary or involuntary, so that the affected individual is not either
(i) an employee of the Corporation or any Affiliate for purposes of an Incentive
Stock Option, or (ii) a director, advisory director or employee of the
Corporation or any Affiliate for purposes of any other Award.
3. ADMINISTRATION. The Plan shall be administered by a Committee consisting
of two or more members of the Board, each of whom (i) shall be an "outside
director," as defined under Section 162(m) of the Code and the Treasury
regulations thereunder, and (ii) shall be a "non-employee director," as defined
under Rule 16(b) of the Securities Exchange Act of 1934 or any similar or
successor provision. The members of the Committee shall be appointed by the
Board. Except as limited by the express provisions of the Plan or by resolutions
adopted by the Board, the Committee shall have sole and complete authority and
discretion to (i) select Participants and grant Awards; (ii) determine the
number of Shares to be subject to types of Awards generally, as well as to
individual Awards granted under the Plan; (iii) determine the terms and
conditions upon which Awards shall be granted under the Plan; (iv) prescribe the
form and terms of Award Agreements; (v) establish from time to time regulations
for the administration of the Plan; and (vi) interpret the Plan and make all
determinations deemed necessary or advisable for the administration of the Plan.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be acts of the Committee.
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<PAGE>
4. SHARES SUBJECT TO PLAN.
(a) Subject to adjustment by the operation of Section 6, the maximum number
of Shares with respect to which Awards may be made under the Plan is 3,780,718,
plus (i) the number of Shares repurchased by the Corporation in the open market
or otherwise with an aggregate price no greater than the cash proceeds received
by the Corporation from the exercise of Options granted under the Plan; plus
(ii) any Shares surrendered to the Corporation in payment of the exercise price
of Options granted under the Plan. The Shares with respect to which Awards may
be made under the Plan may be either authorized and unissued Shares or
previously issued Shares reacquired and held as treasury Shares. Shares which
are subject to Related Rights and Related Options shall be counted only once in
determining whether the maximum number of Shares with respect to which Awards
may be granted under the Plan has been exceeded. An Award shall not be
considered to have been made under the Plan with respect to any Option or Right
which terminates, and new Awards may be granted under the Plan with respect to
the number of Shares as to which such termination has occurred.
(b) During any calendar year, no Participant may be granted Awards under
the Plan with respect to more than 1,000,000 Shares, subject to adjustment as
provided in Section 6.
5. AWARDS.
(a) OPTIONS. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan and the
requirements of applicable law as the Committee shall determine, including the
granting of Options in tandem with other Awards under the Plan:
(i) EXERCISE PRICE. The exercise price per Share for an Option shall
be determined by the Committee; provided, however, that such exercise price
shall not be less than 100% of the Market Value of a Share on the date of
grant of such Option.
(ii) OPTION TERM. The term of each Option shall be fixed by the
Committee, but shall be no greater than 10 years in the case of an
Incentive Stock Option or 15 years in the case of a Non-Qualified Stock
Option.
(iii) TIME AND METHOD OF EXERCISE. The Committee shall determine the
time or times at which an Option may be exercised in whole or in part and
the method or methods by which, and the form or forms (including, without
limitation, cash, Shares, other Awards or any combination thereof, having a
fair market value on the exercise date equal to the relevant exercise
price) in which, payment of the exercise price with respect thereto may be
made or deemed to have been made.
(iv) INCENTIVE STOCK OPTIONS. Incentive Stock Options may be granted
by the Committee only to employees of the Corporation or its Affiliates.
(v) TERMINATION OF SERVICE. Unless otherwise determined by the
Committee and set forth in the Award Agreement evidencing the grant of the
Option, upon Termination of Service of the Participant for any reason other
than for Cause, all Options then currently exercisable shall remain
exercisable for the lesser of (A) three years following such Termination of
Service or (B)
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<PAGE>
until the expiration of the Option by its terms. Upon Termination of
Service for Cause, all Options not previously exercised shall immediately
be forfeited.
(b) RIGHTS. A Right shall, upon its exercise, entitle the Participant to
whom such Right was granted to receive a number of Shares or cash or combination
thereof, as the Committee in its discretion shall determine, the aggregate value
of which (i.e., the sum of the amount of cash and/or Market Value of such Shares
on date of exercise) shall equal (as nearly as possible, it being understood
that the Corporation shall not issue any fractional Shares) the amount by which
the Market Value per Share on the date of such exercise shall exceed the
exercise price of such Right, multiplied by the number of Shares with respect to
which such Right shall have been exercised. A Right may be Related to an Option
or may be granted independently of any Option as the Committee shall from time
to time in each case determine. In the case of a Related Option, such Related
Option shall cease to be exercisable to the extent of the Shares with respect to
which the Related Right was exercised. Upon the exercise or termination of a
Related Option, any Related Right shall terminate to the extent of the Shares
with respect to which the Related Option was exercised or terminated.
6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any change
in the outstanding Shares subsequent to the effective date of the Plan by reason
of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of shares and exercise price of the Award, if any, as to which Awards
may be granted under the Plan and the number and class of shares and exercise
price of the Award, if any, with respect to which Awards have been granted under
the Plan shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. Except as otherwise provided herein, any Award which is
adjusted as a result of this Section 6 shall be subject to the same terms and
conditions as the original Award.
7. EFFECT OF MERGER ON OPTIONS OR RIGHTS. In the case of any merger,
consolidation or combination of the Corporation (other than a merger,
consolidation or combination in which the Corporation is the continuing
corporation and which does not result in the outstanding Shares being converted
into or exchanged for different securities, cash or other property, or any
combination thereof), any Participant to whom an Option or Right has been
granted shall have the additional right (subject to the provisions of the Plan
and any limitation applicable to such Option or Right), thereafter and during
the term of each such Option or Right, to receive upon exercise of any such
Option or Right an amount equal to the excess of the fair market value on the
date of such exercise of the securities, cash or other property, or combination
thereof, receivable upon such merger, consolidation or combination in respect of
a Share over the exercise price of such Right or Option, multiplied by the
number of Shares with respect to which such Option or Right shall have been
exercised. Such amount may be payable fully in cash, fully in one or more of the
kind or kinds of property payable in such merger, consolidation or combination,
or partly in cash and partly in one or more of such kind or kinds of property,
all in the discretion of the Committee.
8. EFFECT OF CHANGE IN CONTROL. Each of the events specified in the
following clauses (i) through (iii) of this Section 8 shall be deemed a "change
in control": (i) any third person, other than Capitol Federal Savings Bank MHC,
including a "group" as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, shall become the beneficial owner of shares of the Corporation with
respect to which 25% or more of the total number of votes for the election of
the Board may
A - 4
<PAGE>
be cast, (ii) as a result of, or in connection with, any cash tender offer,
merger or other business combination, sale of assets or contested election, or
combination of the foregoing, the persons who were directors of the Corporation
shall cease to constitute a majority of the Board, or (iii) the stockholders of
the Corporation shall approve an agreement providing either for a transaction in
which the Corporation will cease to be an independent publicly-owned corporation
(whether in stand alone or mutual holding company form) or for a sale or other
disposition of all or substantially all the assets of the Corporation. If a
tender offer or exchange offer for Shares (other than such an offer by the
Corporation) is commenced, or if a change in control shall occur, unless the
Committee shall have otherwise provided in the Award Agreement, all Options and
Rights granted and not fully exercisable shall become exercisable in full upon
the happening of such event. Provided, however, that no Option or Right which
has previously been exercised or otherwise terminated shall become exercisable.
9. ASSIGNMENTS AND TRANSFERS. No Incentive Stock Option granted under the
Plan shall be transferable other than by will or the laws of descent and
distribution. Any other Award shall be transferable by will, the laws of descent
and distribution, a "domestic relations order," as defined in Section
414(p)(1)(B) of the Code, or a gift to any member of the Participant's immediate
family or to a trust for the benefit of one or more of such immediate family
members. During the lifetime of an Award recipient, an Award shall be
exercisable only by the Award recipient unless it has been transferred as
permitted hereby, in which case it shall be exercisable only by such transferee.
For the purpose of this Section 9, a Participant's "immediate family" shall mean
the Participant's spouse, children and grandchildren.
10. EMPLOYEE RIGHTS UNDER THE PLAN. No person shall have a right to be
selected as a Participant nor, having been so selected, to be selected again as
a Participant, and no employee or other person shall have any claim or right to
be granted an Award under the Plan or under any other incentive or similar plan
of the Corporation or any Affiliate. Neither the Plan nor any action taken
thereunder shall be construed as giving any employee any right to be retained in
the employ of the Corporation or any Affiliate.
11. DELIVERY AND REGISTRATION OF STOCK. The Corporation's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933 or any other federal, state or local
securities legislation. It may be provided that any representation requirement
shall become inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under such Securities Act or
other securities legislation. The Corporation shall not be required to deliver
any Shares under the Plan prior to (i) the admission of such Shares to listing
on any stock exchange on which Shares may then be listed and (ii) the completion
of such registration or other qualification of such Shares under any state or
federal law, rule or regulation, as the Committee shall determine to be
necessary or advisable.
12. WITHHOLDING TAX. The Corporation shall have the right to deduct from
all amounts paid in cash with respect to the exercise of a Right under the Plan
any taxes required by law to be withheld with respect to such cash payments.
Where a Participant or other person is entitled to receive Shares pursuant to
the exercise of an Option or Right pursuant to the Plan, the Corporation
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<PAGE>
shall have the right to require the Participant or such other person to pay the
Corporation the amount of any taxes which the Corporation is required to
withhold with respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the amount required
to be withheld. All withholding decisions pursuant to this Section 12 shall be
at the sole discretion of the Committee or the Corporation.
13. AMENDMENT OR TERMINATION.
(a) The Board may amend, alter, suspend, discontinue, or terminate the Plan
without the consent of shareholders or Participants, except that any such action
will be subject to the approval of the Corporation's shareholders if, when and
to the extent such shareholder approval is necessary or required for purposes of
any applicable federal or state law or regulation or the rules of any stock
exchange or automated quotation system on which the Shares may then be listed or
quoted, or if the Board, in its discretion, determines to seek such shareholder
approval.
(b) The Committee may waive any conditions of or rights of the Corporation
or modify or amend the terms of any outstanding Award. The Committee may not,
however, amend, alter, suspend, discontinue or terminate any outstanding Award
without the consent of the Participant or holder thereof, except as otherwise
provided herein.
14. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective upon
the later of its adoption by the Board or its approval by the shareholders of
the Corporation. It shall continue in effect for a term of fifteen years
thereafter unless sooner terminated under Section 13 hereof.
A - 6
PROSPECTUS
CAPITOL FEDERAL FINANCIAL
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
OFFERED UNDER THE
CAPITAL FEDERAL FINANCIAL 2000 RECOGNITION AND RETENTION PLAN
------------------------
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
This prospectus describes the Capitol Federal Financial 2000 Recognition
and Retention Plan. Participation in the Plan is offered, as described in this
prospectus, to directors, advisory directors and employees of Capitol Federal
Financial and its subsidiaries We sometimes refer to the Capitol Federal
Financial 2000 Recognition and Retention Plan as the "Plan" and to Capitol
Federal Financial as "Capitol Federal" or the "Company" in this prospectus.
This prospectus will not be available for reoffers or resales of securities
acquired through the Plan by affiliates of Capitol Federal, as defined in Rule
405 under the Securities Act of 1933, as amended.
Capitol Federal's common stock is traded on The Nasdaq National Market under the
symbol "CFFN."
-------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER GOVERNMENTAL
AGENCY HAS APPROVED OR DISAPPROVED OF THE CAPITOL FEDERAL COMMON STOCK TO BE
ISSUED UNDER THE PLAN OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
We have not authorized anyone to give any information or make any
representation about the Plan or Capitol Federal that is different from, or in
addition to, that contained in this prospectus or in any of the materials that
we have incorporated into this document. Therefore, if anyone does give you
information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to exchange or sell, or solicitations of offers to
exchange or purchase, the securities offered by this prospectus or the
solicitation of proxies is unlawful, or if you are a person to whom it is
unlawful to direct these types of activities, then the offer presented in this
document does not extend to you. The information contained in this document
speaks only as of the date of this document unless the information specifically
indicates that another date applies.
-------------------------
THE DATE OF THIS PROSPECTUS IS April 24, 2000.
<PAGE>
TABLE OF CONTENTS
Page
CAPITOL FEDERAL FINANCIAL 2000 RECOGNITION AND RETENTION PLAN................1
General Information.................................................1
Description of Terms and Conditions.................................1
Administration of the Plan..........................................1
Reoffers and Resales................................................1
Federal Income Tax Consequences.....................................2
ERISA...............................................................2
Recent Events.......................................................3
WHERE YOU CAN FIND ADDITIONAL INFORMATION....................................3
The Registration Statement..........................................3
Incorporation by Reference..........................................3
Annual Report to Shareholders.......................................4
ATTACHMENT
Capitol Federal Financial 2000 Recognition and Retention Plan
i
<PAGE>
CAPITOL FEDERAL FINANCIAL 2000 RECOGNITION AND RETENTION PLAN
GENERAL INFORMATION
You should consult with your own legal counsel regarding the tax and
securities laws implications of participation in the Plan. Any director,
executive officer or beneficial owner of more than 10% of the outstanding shares
of Capitol Federal common stock should consider the applicability of Sections
16(a) and 16(b) of the Securities Exchange Act of 1934 to his or her
participation in the Plan. For purposes of Section 16, the term executive
officer refers to Capitol Federal's president, principal financial officer, or
principal accounting officer, any vice president of Capitol Federal in charge of
a principal business unit, division or function such as sales, administration or
finance, any other officer who performs a policy-making function, or any other
person who performs similar policy-making functions for Capitol Federal.
Officers of Capitol Federal's affiliates, which includes Capitol Federal Savings
Bank and Capitol Federal Savings Bank MHC, may be deemed executive officers of
Capitol Federal if they perform policy-making functions for Capitol Federal.
DESCRIPTION OF TERMS AND CONDITIONS
See the attached copy of the Plan for a complete description of its terms
and conditions. Participants may obtain additional information about the Plan,
by contacting Shareholder Relations, Capitol Federal Financial, 700 Kansas
Avenue, Topeka, Kansas 66603; telephone number (785) 270-6055.
ADMINISTRATION OF THE PLAN
The Plan is administered by the Stock Benefit Committee of Capitol
Federal's Board of Directors. The present members of the Stock Benefit Committee
are Directors B. B. Andersen and Marilyn S. Ward. Members of the Committee serve
at the discretion of the Board of Directors and may be removed by the Board at
any time.
REOFFERS AND RESALES
Capitol Federal has registered the shares which you will receive under the
Securities Act of 1933, but if you are an "affiliate" of Capitol Federal that
registration will not apply to your resale of these shares. The word "affiliate"
is defined in Rule 405 of Regulation C under the Securities Act of 1933.
If you are an "affiliate" of Capitol Federal, you may sell your shares of
Capitol Federal common stock by complying with Rule 144 under the Securities Act
of 1933. Rule 144 generally requires that certain information concerning Capitol
Federal is publicly available, and that sales are made in routine brokerage
transactions or through a market maker. Further, each affiliate, or persons
acting in concert with such affiliate, may not sell, without registration, in
any three-month period, a number of shares which exceeds the greater of (i) 1%
of the number of outstanding shares, or (ii) the average weekly reported volume
of trading of the shares reported through a national securities exchange or the
Nasdaq System during the four weeks preceding the sale.
<PAGE>
If the number of shares sold in reliance upon Rule 144 during any
three-month period exceeds 500, or has an aggregate sale price greater than
$10,000, a Form 144 must be filed with the SEC in Washington, D.C. One
additional copy of the notice must be furnished to the principal exchange on
which the shares are traded if admitted for trading on a national securities
exchange. The Form 144 must be signed and transmitted for filing at the same
time the sale order is placed with the broker or executed with the market maker.
This discussion of Rule 144 is only a summary, and you should consult the
full text of that Rule for a complete statement of its provisions. You should
consult with your own counsel about Rule 144 before disposing of your shares.
FEDERAL INCOME TAX CONSEQUENCES
Under federal income tax laws as in effect as of the date of this
prospectus, awards under the Plan will have the following federal income tax
consequences:
(1) The grant of stock pursuant to the Plan will not, by itself, result in
the recognition of taxable income to the participant or entitle Capitol
Federal to a deduction at the time of grant.
(2) Holders of shares of stock granted pursuant to the Plan will generally
recognize ordinary income on the date that such shares are no longer
subject to a substantial risk of forfeiture (i.e., vest) in an amount
equal to the fair market value of the shares on that date. In lieu of
recognizing ordinary income on the date that such shares are no longer
subject to a substantial risk of forfeiture, the holder of such shares
may generally elect under Section 83(b) of the Internal Revenue Code to
include in his or her gross income, for the taxable year in which the
shares are awarded, the fair market value of such shares on the date of
grant of such shares. Provided that Capitol Federal meets its federal
tax withholding obligations, Capitol Federal will be entitled to a tax
deduction equal to the amount of ordinary income recognized by the
holder.
The foregoing discussion of certain relevant federal income tax
consequences is a summary only, and reference is made to the Internal Revenue
Code and the regulations promulgated thereunder for a complete statement of all
relevant federal tax provisions. IT IS RECOMMENDED THAT EACH PARTICIPANT CONSULT
HIS OR HER OWN TAX ADVISER BEFORE DISPOSING OF ANY SHARES ACQUIRED PURSUANT TO
THE PLAN WITH RESPECT TO THE TAX CONSEQUENCES OF HIS OR HER INDIVIDUAL
SITUATION, INCLUDING HIS OR HER TAX BASIS FOR ANY SHARES ACQUIRED, AND BEFORE
MAKING AN ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE.
Participants subject to taxes imposed by state, local and other taxing
authorities, including foreign governments, should consult with their own
attorneys or tax advisers regarding those tax consequences.
ERISA
The Plan is not subject to the Employee Retirement Income Security Act of
1974.
2
<PAGE>
RECENT EVENTS
There have been no material changes in Capitol Federal's affairs which have
occurred since the end of the latest fiscal year for which certified financial
statements are included in the annual report incorporated by reference herein
and which have not been described in a Current Report on Form 8-K or Quarterly
Report on Form 10-Q timely filed with the SEC.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
THE REGISTRATION STATEMENT
Capitol Federal has filed with the SEC a registration statement under the
Securities Act of 1933 that registers the distribution to Plan participants of
the shares of Capitol Federal common stock to be issued under the Plan. The
registration statement, including the attached exhibits and schedules, contains
additional relevant information about Capitol Federal and Capitol Federal common
stock. The rules and regulations of the SEC allow us to omit certain information
included in the registration statement from this prospectus.
In addition, Capitol Federal files reports, proxy statements and other
information with the SEC under the Securities Exchange Act of 1934. You may read
this information at the following locations of the SEC:
Public Reference Room New York Regional Office
450 Fifth Street, N.W. 7 World Trade Center
Room 1024 Suite 1300
Washington, D.C. 20549 New York, N.Y. 10048
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like Capitol
Federal, who file electronically with the SEC. The address of that site is
http://www.sec.gov.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information regarding
Capitol Federal into this prospectus. This means that we can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is considered to be a part of
this prospectus, except for any information that other information included
directly in this document supersedes.
3
<PAGE>
This prospectus incorporates by reference the documents listed below that
Capitol Federal has previously filed with the SEC. Our SEC file number is
000-25391. They contain important information about Capitol Federal and its
financial condition.
1. Capitol Federal's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999;
2. Capitol Federal's Quarterly Report on Form 10-Q for the quarterly period
ended December 31, 1999; and
3. The description of the common stock, par value $0.01 per share, of Capitol
Federal set forth under "Description of Capital Stock of Capitol Federal
Financial," "Our Policy Regarding Dividends," "Capitol Federal Savings Bank
MHC Intends to Waive Any Dividends From Capitol Federal Financial" and
"Market for Common Stock" contained in Capitol Federal's prospectus dated
February 11, 1999, and incorporated in Capitol Federal's registration
statement on Form 8-A filed February 12, 1999 (and any amendments or
reports filed for the purpose of updating the description).
Capitol Federal incorporates by reference additional documents it may file
with the SEC between the date of this prospectus and 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. These
documents include periodic reports, such as Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document through Capitol Federal or from the SEC through the SEC's web site at
the address described above. Documents incorporated by reference are available
from Capitol Federal without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit in
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from Capitol Federal at
the following address:
Capitol Federal Financial
700 Kansas Avenue
Topeka, Kansas 66603
(785) 270-6055
All information appearing in this prospectus is qualified in its entirety
by the detailed information, including financial statements, appearing in the
documents incorporated by reference.
ANNUAL REPORT TO SHAREHOLDERS
A copy of Capitol Federal's most recent Annual Report to Shareholders has
been or will be delivered to each participant in the Plan. An additional copy of
Capitol Federal's most recent Annual Report to Shareholders may be obtained by
any participant by contacting Shareholder Relations, Capitol Federal Financial,
700 Kansas Avenue, Topeka, Kansas 66603; telephone number (785) 270-6055.
4
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ATTACHMENT
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CAPITOL FEDERAL FINANCIAL
2000 RECOGNITION AND RETENTION PLAN
1. PLAN PURPOSE. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, advisory directors and employees of the
Corporation and its Affiliates.
2. DEFINITIONS. The following definitions are applicable to the Plan:
"Affiliate" -- means any "parent corporation" or "subsidiary corporation"
of the Corporation, as such terms are defined in Section 424(e) and (f),
respectively, of the Code.
"Award" -- means the grant by the Committee of Restricted Stock, as
provided in the Plan.
"Award Agreement" -- means the agreement evidencing the grant of an Award
made under the Plan.
"Board" -- means the board of directors of the Corporation.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3 hereof.
"Corporation" -- means Capitol Federal Financial, a federally-chartered
corporation, and any successor thereto.
"Participant" -- means any director, advisory director or employee of the
Corporation or any Affiliate who is selected by the Committee to receive an
Award.
"Plan" -- means this Capitol Federal Financial Recognition and Retention
Plan.
"Restricted Period" -- means the period of time selected by the Committee
for the purpose of determining when restrictions are in effect under Section 5
hereof with respect to Restricted Stock awarded under the Plan.
"Restricted Stock" -- means Shares awarded to a Participant by the
Committee pursuant to Section 5 hereof.
"Shares" -- means the shares of common stock of the Corporation.
"Termination of Service" -- means cessation of service, for any reason,
whether voluntary or involuntary, so that the affected individual is not a
director, advisory director or employee of the Corporation or any Affiliate.
Service shall not be considered to have ceased in the case of sick leave,
military leave or any other leave of absence approved by the Corporation or any
Affiliate or in the
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case of transfers between payroll locations of the Corporation or between the
Corporation, its subsidiaries or its successor.
3. ADMINISTRATION. The Plan shall be administered by a Committee consisting
of two or more members of the Board, each of whom (i) shall be an "outside
director," as defined under Section 162(m) of the Code and the Treasury
regulations thereunder, and (ii) shall be a "non-employee director," as defined
under Rule 16(b) of the Securities Exchange Act of 1934 or any similar or
successor provision. The members of the Committee shall be appointed by the
Board. Except as limited by the express provisions of the Plan or by resolutions
adopted by the Board, the Committee shall have sole and complete authority and
discretion to (i) select Participants and grant Awards; (ii) determine the
number of Shares to be subject to types of Awards generally, as well as to
individual Awards granted under the Plan; (iii) determine the terms and
conditions upon which Awards shall be granted under the Plan; (iv) prescribe the
form and terms of Award Agreements; (v) establish from time to time regulations
for the administration of the Plan; and (vi) interpret the Plan and make all
determinations deemed necessary or advisable for the administration of the Plan.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be acts of the Committee.
4. SHARES SUBJECT TO PLAN. Subject to adjustment by the operation of
Section 6, the maximum number of Shares with respect to which Awards may be made
under the Plan is 1,512,287 Shares. The Shares with respect to which Awards may
be made under the Plan may be either authorized and unissued Shares or
previously issued Shares reacquired and held as treasury Shares. An Award shall
not be considered to have been made under the Plan with respect to Restricted
Stock which is forfeited, and new Awards may be granted under the Plan with
respect to the number of Shares as to which such forfeiture has occurred.
5. TERMS AND CONDITIONS OF RESTRICTED STOCK. The Committee is hereby
authorized to grant Awards of Restricted Stock to Participants with the
following terms and conditions and with such additional terms and conditions as
the Committee shall determine:
(a) At the time of an Award of Restricted Stock, the Committee shall
establish for each Participant a Restricted Period, during which or at
the expiration of which, as the Committee shall determine and provide
in the Award Agreement, the Shares awarded as Restricted Stock shall
no longer be subject to restriction. Subject to any such other terms
and conditions as the Committee shall provide, Shares of Restricted
Stock may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, except as hereinafter provided, during
the Restricted Period. Except for such restrictions, and subject to
paragraph (b) of this Section 5 and Section 6 hereof, the Participant
as owner of such shares shall have all the rights of a stockholder,
including the right to vote the Restricted Stock and the right to
receive dividends with respect to the Restricted Stock.
The Committee shall have the authority, in its discretion, to
accelerate the time at which any or all of the restrictions shall
lapse with respect thereto, or to remove any or all of such
restrictions, whenever it may determine that such action is
appropriate by
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reason of changes in applicable tax or other laws or other changes in
circumstances occurring after the commencement of such Restricted
Period.
(b) Each certificate in respect of Shares of Restricted Stock awarded
under the Plan shall be registered in the name of the Participant and
deposited by the Participant, together with a stock power endorsed in
blank, with the Corporation and shall bear the following (or a
similar) legend:
The transferability of this certificate and the Shares of
stock represented hereby are subject to the terms and conditions
(including forfeiture) contained in the Capitol Federal Financial
2000 Recognition and Retention Plan. Copies of such Plan are on
file in the office of the Secretary of Capitol Federal Financial,
700 S. Kansas Avenue, Topeka, Kansas 66603.
(c) At the time of any Award, the Participant shall enter into an
Award Agreement with the Corporation in a form specified by the
Committee, agreeing to the terms and conditions of the Award and such
other matters as the Committee, in its sole discretion, shall
determine.
(d) Upon the lapse of the Restricted Period, the Corporation shall
redeliver to the Participant (or in the case of a deceased
Participant, to his legal representative, beneficiary or heir) the
certificate(s) and stock power deposited with it pursuant to paragraph
(b) of this Section 5, and the Shares represented by such
certificate(s) shall be free of the restrictions imposed pursuant to
paragraph (a) of this Section 5.
6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any change
in the outstanding Shares subsequent to the effective date of the Plan by reason
of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of Shares as to which Awards may be granted under the Plan and the
number and class of Shares with respect to which Awards have been granted under
the Plan shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. Any Award which is adjusted as a result of this Section 6
shall be subject to the same restrictions as the original Award, and the
certificate(s) or other instruments representing or evidencing such Restricted
Stock shall be legended and deposited with the Corporation in the manner
provided in Section 5(b) hereof.
7. EFFECT OF CHANGE IN CONTROL. Each of the events specified in the
following clauses (i) through (iii) of this Section 7 shall be deemed a "change
in control": (i) any third person, other than Capitol Federal Savings Bank MHC,
including a "group" as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, shall become the beneficial owner of shares of the Corporation with
respect to which 25% or more of the total number of votes for the election of
the Board may be cast, (ii) as a result of, or in connection with, any cash
tender offer, merger or other business combination, sale of assets or contested
election, or combination of the foregoing, the persons who were directors of the
Corporation shall cease to constitute a majority of the Board, or (iii) the
stockholders of the Corporation shall approve an agreement providing either for
a transaction in which the Corporation will cease to be an independent
publicly-owned corporation or for a sale or
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other disposition of all or substantially all the assets of the Corporation. If
a tender offer or exchange offer for Shares (other than such an offer by the
Corporation) is commenced, or if a change in control shall occur, unless the
Committee shall have otherwise provided in the Award Agreement, any Restricted
Period with respect to Restricted Stock theretofore awarded to such Participant
shall lapse and all Shares awarded hereunder as Restricted Stock shall become
fully vested in the Participant to whom such Shares were awarded.
Notwithstanding the above, no Award which has previously been forfeited shall
become vested.
8. ASSIGNMENTS AND TRANSFERS. During the Restricted Period, no Award nor
any right or interest of a Participant in any instrument evidencing an Award may
be assigned, encumbered or transferred other than by will, the laws of descent
and distribution or pursuant to a "domestic relations order," as defined in
Section 414(p)(1)(B) of the Code.
9. EMPLOYEE RIGHTS UNDER THE PLAN. No person shall have a right to be
selected as a Participant nor, having been so selected, to be selected again as
a Participant, and no employee or other person shall have any claim or right to
be granted an Award under the Plan or under any other incentive or similar plan
of the Corporation or any Affiliate. Neither the Plan nor any action taken
thereunder shall be construed as giving any employee any right to be retained in
the employ of the Corporation or any Affiliate.
10. DELIVERY AND REGISTRATION OF STOCK. The Corporation's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933 or any other federal, state or local
securities legislation. It may be provided that any representation requirement
shall become inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under such Securities Act or
other securities legislation. The Corporation shall not be required to deliver
any Shares under the Plan prior to (i) the admission of such Shares to listing
on any stock exchange on which Shares may then be listed and (ii) the completion
of such registration or other qualification of such Shares under any state or
federal law, rule or regulation, as the Committee shall determine to be
necessary or advisable.
11. WITHHOLDING TAX. Upon the termination of the Restricted Period with
respect to any Shares of Restricted Stock (or at any such earlier time, if any,
that an election is made by the Participant under Section 83(b) of the Code, or
any successor provision thereto, to include the value of such Shares in taxable
income), the Corporation shall have the right to require the Participant or
other person receiving such Shares to pay the Corporation the amount of any
taxes which the Corporation is required to withhold with respect to such Shares,
or, in lieu thereof, to retain or sell without notice, a sufficient number of
Shares held by it to cover the amount required to be withheld. The Corporation
shall have the right to deduct from all dividends paid with respect to Shares of
Restricted Stock the amount of any taxes which the Corporation is required to
withhold with respect to such dividend payments.
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12. AMENDMENT OR TERMINATION.
(a) The Board may amend, alter, suspend, discontinue, or terminate the Plan
without the consent of shareholders or Participants, except that any such action
will be subject to the approval of the Corporation's shareholders if, when and
to the extent such shareholder approval is necessary or required for purposes of
any applicable federal or state law or regulation or the rules of any stock
exchange or automated quotation system on which the Shares may then be listed or
quoted, or if the Board, in its discretion, determines to seek such shareholder
approval.
(b) The Committee may waive any conditions of or rights of the Corporation
or modify or amend the terms of any outstanding Award. The Committee may not,
however, amend, alter, suspend, discontinue or terminate any outstanding Award
without the consent of the Participant or holder thereof, except as otherwise
provided herein.
13. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective upon
the later of its adoption by the Board or its approval by the shareholders of
the Corporation. It shall continue in effect for a term of fifteen years
thereafter unless sooner terminated under Section 12 hereof.
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