As filed with the Securities and Exchange Commission on January 30, 1998
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CASTLE BANCGROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3238190
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
142 West Lincoln Highway
DeKalb, Illinois 60015
(Address of principal executive offices)
CASTLE BANCGROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
MR. JOHN W. CASTLE
CHAIRMAN OF THE BOARD
142 WEST LINCOLN HIGHWAY
DEKALB, ILLINOIS 60015
(Name and address of agent for service)
(815) 758-7007
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
NEAL A. MANCOFF
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606-6473
(312) 258-5699
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Aggregate Registration
to be Registered Registered Price Per Share(1) Offering Price(1) Fee(1)
------------------- ------------ ------------------ ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock
$.066-2/3 par value 70,000(2) $23 $1,610,000 $488
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
(2) Plus such additional number of shares as may be required pursuant to the Plan in the event of a stock
dividend, stock split, recapitialization or other similar changes in the Common Stock.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEMS 3 THROUGH 7; ITEM 9
Pursuant to Section E of the General Instructions to Form S-8,
the contents of the registration statement on Form S-8 (File No. 33-
48599) filed by Castle BancGroup, Inc. (formerly known as Sandwich
Banco, Inc.) (the "Company") with the Securities and Exchange
Commission on June 15, 1992 registering its Common Stock, $0.66-2/3
par value per share, issuable pursuant to the Castle BancGroup, Inc.
Employee Stock Purchase Plan (formerly known as the Sandwich Banco,
Inc. Employee Stock Purchase Plan), are hereby incorporated herein by
reference.
All information required in this Registration Statement not
included in the exhibits attached hereto or set forth on the signature
page is set forth in the registration statement of the Company on Form
S-8 (File No. 33-48599) which is incorporated herein by reference.
ITEM 8. EXHIBITS
The Exhibits filed herewith are set forth on the exhibit index
filed as part of this Registration Statement on page 4 hereof.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-
8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
DeKalb, State of Illinois, on December 18, 1997.
CASTLE BANCGROUP, INC.
By: /s/ John W. Castle
------------------------------
John W. Castle
Chairman of the Board and
Chief Executive Officer
2
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below appoints John W.
Castle, as such person's true and lawful attorney to execute in the
name of each such person, and to file, any amendments to this
Registration Statement that such attorney will deem necessary or
desirable to enable the Registrant to comply with the Securities Act,
as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission with respect thereto, in connection
with the registration of the shares of Common Stock of the Registrant
that are subject to this Registration Statement, which amendments may
make such changes in such Registration Statement as the above-named
attorney deems appropriate, and to comply with the undertakings of the
Registrant made in connection with this Registration Statement; and
each of the undersigned hereby ratifies all that said attorney will do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John W. Castle Chairman of the Board, December 18, 1997
------------------------------ Chief Executive Officer
John W. Castle and Director
(Principal Executive Officer)
/s/ Victoria S. Maher Controller and Vice President December 18, 1997
------------------------------- (Principal Financial Officer
Victoria S. Maher and Controller)
/s/ Bruce P. Bickner Director December 18, 1997
-------------------------------
Bruce P. Bickner
/s/ Robert T. Boey Director December 18, 1997
-------------------------------
Robert T. Boey
/s/ Peter H. Henning Director December 18, 1997
-------------------------------
Peter H. Henning
3
<PAGE>
/s/ John B. Hiatt Director December 18, 1997
-------------------------------
John B. Hiatt
/s/ Donald E. Kieso Director December 18, 1997
-------------------------------
Donald E. Kieso
/s/ Richard C. McGinnity Director December 18, 1997
-------------------------------
Richard C. McGinnity
/s/ James N. McInnes Director December 18, 1997
-------------------------------
James N. McInnes
/s/ William R. Monat Director December 18, 1997
-------------------------------
William R. Monat
</TABLE>
4
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
INDEX
-------
5 Opinion of Schiff Hardin & Waite
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Schiff Hardin & Waite (contained in its
opinion filed as Exhibit 5)
5
EXHIBIT 5
January 28, 1998
Castle BancGroup, Inc.
142 West Lincoln Highway
DeKalb, Illinois 60115
RE: REGISTRATION ON FORM S-8 OF 70,000 SHARES OF COMMON
STOCK, $0.66-2/3 PAR VALUE PER SHARE ("COMMON STOCK")
-----------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Castle BancGroup, Inc., a Delaware
corporation (the "Company"), in connection with the Company's filing
of a Registration Statement on Form S-8 (the "Registration Statement")
covering an additional 70,000 shares of Common Stock to be issued
pursuant to the Castle BancGroup, Inc. Employee Stock Purchase Plan
(the "Plan").
In this connection, we have considered such questions of law and
have examined such documents as we have deemed necessary to enable us
to render the opinions contained herein. Based upon the foregoing, it
is our opinion that those shares of the Common Stock that are
originally issued in accordance with the terms of the Plan will, when
so issued, be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Gary L. Mowder
-----------------------------------
Gary L. Mowder
GLM/jw
EXHIBIT 23.1
The Board of Directors
Castle BancGroup, Inc.
We consent to incorporation by reference in the registration statement
on Form S-8 of Castle BancGroup, Inc. of our report dated January 31,
1997, relating to the consolidated balance sheets of Castle BancGroup,
Inc. and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of earnings, changes in stockholders'
equity, and cash flows for each of the years in the three-year period
ended December 31, 1996, which report appears in the December 31, 1996
annual report on Form 10-K of Castle BancGroup, Inc.
/s/ KPMG Peat Marwick LLP
-------------------------------
KPMG Peat Marwick LLP
Chicago, Illinois
January 28, 1998
