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As filed with the Securities and Exchange Commission on January 17, 1996.
Registration No. 33-
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================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
STATE FINANCIAL SERVICES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
WISCONSIN 39-1489983
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
10708 WEST JANESVILLE ROAD, HALES CORNERS, WI 53130
(Address of Principal Executive Offices) (Zip Code)
STATE FINANCIAL SERVICES CORPORATION
1990 DIRECTOR STOCK OPTION PLAN; AND
STATE FINANCIAL SERVICES CORPORATION
1990 STOCK OPTION, STOCK APPRECIATION RIGHTS
AND RESTRICTED STOCK PLAN
FOR KEY OFFICERS AND EMPLOYEES
(Full title of the Plans)
MICHAEL A. REINDL, SENIOR VICE PRESIDENT, CONTROLLER AND CHIEF FINANCIAL OFFICER
STATE FINANCIAL SERVICES CORPORATION
10708 WEST JANESVILLE ROAD
HALES CORNERS, WI 53130
(414) 425-1600
(Name, address, including zip code and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Securities Maximum Amount Maximum Offering Maximum Aggregate Amount of
to be Registered to be Registered (1) Price Per Share (2) Offering Price (2) Registration Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.10 par value 128,718 shares $18.00(2) (2) $784.86
</TABLE>
===============================================================================
(1) Plus such indeterminate number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the Plans and stock options
and awards covered by this Registration Statement.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h), based upon the price at which options to acquire securities
and restricted stock awards covered by this Registration Statement may be
exercised and, in the case where such price is not known, pursuant to Rule
457(h)(1) and (c), upon the average of the "bid" and "ask" prices of State
Financial Services Corporation Common Stock reported on the National
Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ") on January 15, 1996. The
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proposed maximum aggregate offering price is based upon the following
information concerning options and restricted stock outstanding and available
to be issued:
<TABLE>
<CAPTION>
Number of Options or Shares of
Restricted Stock, Outstanding or Per Share Aggregate
Available to be Issued Exercise Price Exercise Price
- -------------------------------------------------------------------------------
<S> <C> <C>
10,200 $ 14.00 $ 142,800
118,517 18.00 2,133,306
</TABLE>
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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The document(s) containing the information specified in Item 1 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The document(s) containing the information specified in Item 2 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are incorporated
herein by reference:
(a) The Annual Report on Form 10-K of State Financial Services
Corporation (the "Company") for the fiscal year ended December
31, 1994;
(b) All other reports filed by the Company pursuant to Section 13 or
15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in (a) above;
and
(c) A description of the Company's Common Stock as set forth under the
caption "Description of Common Stock" on pages 44 through 47 of
the Prospectus of Registrant filed with the Securities and Exchange
Commission (the "Commission") on April 22, 1993 pursuant to Rule
424(b)(5) under the Securities Act of 1933, Registration No.
33-59632, together with any amendment or report filed subsequently
to the date hereof for the purpose of updating such description.
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, after the date of this Registration Statement but prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold
hereunder, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable; see Item 3, paragraph (c).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws provide for the mandatory indemnification of
directors, officers, employees or agents of the Company for all fees, costs,
charges, disbursements or attorney fees and any other expenses ("Expenses")
incurred in connection with the successful defense of any proceeding if the
person was a party to the proceeding because he/she was or is a director,
officer, agent or employee of the Company. A proceeding includes any
threatened, pending or completed civil, criminal, administrative or
investigative action, suit or arbitration and which is brought by or in the
right of the Company or any other person.
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The Company's Bylaws also provide for the indemnification of any
director, officer, employee or agent for any Expenses or liability incurred in
connection with the unsuccessful defense of any proceeding if the person was a
party to the proceeding because he/she was a director, officer, agent or
employee of the Company. Indemnification in the event of an unsuccessful
defense of a proceeding may not be made if it was established that the director,
officer, employee or agent breached a duty to the Company and the breach
constitutes: (I) a willful failure to deal fairly with the Company in a matter
in which the director, officer, employee or agent had a material conflict of
interest; (ii) a violation of criminal law, unless the director, officer,
employee or agent had reasonable cause to believe his/her action was lawful or
no reasonable cause to believe his/her conduct was unlawful; (iii) a transaction
in which the director, officer, employee or agent derived an improper personal
profit; or (iv) wilful misconduct.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of the Registration Statement
or, where so indicated, were heretofore filed and are hereby incorporated herein
by reference.
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
4.1 Articles of Incorporation of the Registrant as amended and restated
effective April 21, 1993 (1)
4.2 Bylaws of Registrant as amended and restated effective February 24, 1993.(1)
5.1 Opinion of Counsel regarding legality
23.1 Consent of Ernst & Young, LLP
23.2 Consent of Counsel(3)
24.1 Powers of Attorney(4)
99.1 State Financial Services Corporation 1990 Stock Option/Stock Appreciation
Rights and Restricted Stock Plan for Key Officers and Employees, as amended
March 10, 1993.(2)
99.2 State Financial Services Corporation 1990 Director Stock Option Plan, as
amended March 10, 1993.(2)
</TABLE>
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(1) Incorporated by reference from Registrant's annual report on Form 10-K for
the fiscal year ended December 31, 1993.
(2) Incorporated by reference from Registrant's annual report on Form 10-K for
the fiscal year ended December 31, 1992.
(3) Included as part of Exhibit 5.1.
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(4) Included in the Signature Page to this Registration Statement.
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes as follows:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
(b) That, for purposes 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.
(c) 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.
2. 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.
3. The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the documents constituting a prospectus under Form S-8 (the
"Prospectus"), to each participant to whom the Prospectus is sent or given, a
copy of any one of the following reports unless such participant otherwise has
received a copy of such report, in which case the Registrant will furnish
promptly, without charge, a copy of such report upon written or oral request of
the participant: (a) the Registrant's annual report to stockholders containing
the information required by Rule 14a-3(b) under the 1934 Act for its latest
fiscal year; (b) the Registrant's annual report of Form 10-K for its latest
fiscal year; (c) the Registrant's latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933 that contains audited financial
statements for its latest fiscal year, provided that the financial statements
are not incorporated by reference from another filing, and provided further that
such prospectus contains substantially the information required by Rule
14a-3(b); or (d) the Registrant's effective 1934 Act registration statement on
Form 10 containing audited financial statements for its latest fiscal year. If
the last fiscal year of the Registrant has ended within 120 days prior to the
use of the Prospectus, the Registrant may deliver a document containing
financial statements for the fiscal year preceding the latest fiscal year,
provided that within the 120-day period a document containing financial
statements for the latest fiscal year will be furnished to each such
participant.
4. The Registrant hereby undertakes to deliver or cause to be delivered
promptly, without charge, to each participant to whom information is required to
be delivered, upon written or oral request, a copy of the information that has
been incorporated by reference pursuant to Item 3 of Form S-8 (not including
exhibits to the information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the information that
the Registration Statement incorporates).
5. The Registrant hereby undertakes to deliver or cause to be delivered
to all participants participating in the Plans who do not otherwise receive
such material, copies of all reports, proxy statements and other communications
distributed to its security holders generally, provided that such material is
sent or delivered no later that the time it is sent to security holders.
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6. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hales Corners, Wisconsin on the 15th day of January, 1996.
STATE FINANCIAL SERVICES CORPORATION
By: /s/ Michael J. Falbo
----------------------------------------------------
Michael J. Falbo, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated. Each person whose signature
appears below hereby authorizes Michael J. Falbo as his or her attorney in fact,
to sign and to file any amendments, including post effective amendments, to this
Registration Statement.
PRINCIPAL EXECUTIVE OFFICERS
<TABLE>
<S> <C> <C>
/s/ Jerome J. Holz
-----------------------------------------
Jerome J. Holz Chairman of the Board and Vice January 15, 1996
President
/s/ Michael J. Falbo
-----------------------------------------
Michael J. Falbo President and Chief Executive Officer January 15, 1996
/s/ Michael A. Reindl Senior Vice President, Controller, and
----------------------------------------- Chief Financial Officer January 15, 1996
Michael A. Reindl
DIRECTORS
/s/ Jerome J. Holz
------------------------------------------
Jerome J. Holz Director January 15, 1996
/s/ Michael J. Falbo
------------------------------------------
Michael J. Falbo Director January 15, 1996
/s/ Richard A. Horn
------------------------------------------
Richard A. Horn Director January 15, 1996
/s/ Barbara E. Holz-Weis
------------------------------------------
Barbara E. Holz-Weis Director January 15, 1996
/s/ Robert R. Spitzer
------------------------------------------
Robert R. Spitzer Director January 15, 1996
/s/ David M. Stamm
------------------------------------------
David M. Stamm Director January 15, 1996
</TABLE>
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EXHIBIT 5.1
Reinhart, Boerner, Van Deuren
Norris & Rieselbach, S.C.
Attorneys at Law
January 5, 1996
State Financial Services Corporation
P.O. Box 467
Hales Corners, WI 53130-0467
Gentlemen: Re: Registration Statement on Form S-8
We have acted as counsel for State Financial Services Corporation, a Wisconsin
corporation (the "Company), in connection with the Company's offering to
certain participants of up to 128,718 shares of its $0.10 par value common
stock pursuant to the State Financial Services Corporation 1990 Director Stock
Option Plan and the State Financial Services Corporation 1990 Stock Option,
Stock Appreciation Rights and Restricted Stock Plan for Key Officers and
Employees (the "Plans").
In such capacity we have examined, among other documents, the Amended and
Restated Articles of Incorporation of the Company and the Registration
Statement on Form S-8 to be filed by the Company with the Securities and
Exchange Commission on or shortly after the date of this letter covering the
offering of the Company's common stock pursuant ot the Plans. Based on the
foregoing and such additional investigation as we have deemed necessary, it is
our opinion that:
1. The Company is a corporation existing under the laws of the State of
Wisconsin and, based solely on a certificate of the Secretary of State of
Wisconsin; (a) has filed with the Secretary of State during its most recently
completed report year the required annual report; (b) is not the subject of a
proceeding under Wisconsin Statutes section 180.1421 to cause its
administrative dissolutions; (c) no determination has been made by the
Secretary of State that grounds exist for such action; (d) no filing has been
made with the Secretary of State of a decree of dissolution with respect to the
Company; and (e) Articles of Dissolution of the Company have not been filed
with the Secretary of State.
2. The shares of common stock to be offered under the Plans have been legally
and validly authorized under the Amended and Restated Articles of Incorporation
of the Company and the laws of the State of Wisconsin. When issued in
accordance with the description set forth in the Registration Statement and the
Plans, the shares of common stock will be legally issued, fully-paid and
nonassessable, except as set forth in Wisconsin Statutes section 180.622(2)(b)
as interpreted.
We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement on Form S-8. In giving this consent, we do not admit
that we are "experts" within the meaning of section 11 of the Securities Act of
1933, as amended (the "Act") or that we come within the category of persons
whose consent is required by section 7 of the Act.
REINHART, BOERNER, VAN DEUREN,
NORRIS & RIESELBACH, s.c.
BY /s/ James M. Bedore
James M. Bedore
<PAGE> 1
EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the registration of 128,718 shares of common stock,
$0.01 par value for the State Financial Services Corporation 1990 Stock
Option/Stock Appreciation Rights and Restricted Stock Plan for Key Officers and
Employees and the State Financial Services Corporation 1990 Director Stock
Option Plan of our report dated January 20, 1995, with respect to the
consolidated financial statements of State Financial Services Corporation
incorporated by reference in the Annual Report (10-K) for the year ended
December 31, 1994, filed with the Securities and Exchange Commission.
Milwaukee, Wisconsin
January 15, 1996
/s/ Ernst & Young LLP
7
