Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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STATE FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-1489983
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10708 W. Janesville Road 53130
Hales Corners, Wisconsin (Zip Code)
(Address of principal executive offices)
State Financial Services Corporation 401(k) Savings Plan
(Full title of the plan)
Michael J. Falbo Copy to:
President and Chief Executive Officer
State Financial Services Corporation Ulice Payne, Jr.
10708 W. Janesville Road Foley & Lardner
Hales Corners, Wisconsin 53130 777 East Wisconsin Avenue
(414) 425-1600 Milwaukee, Wisconsin 53202
(Name, address and telephone number, (414) 271-2400
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Amount Maximum Aggregate Amount of
Securities to be to be Offering Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock, 200,000 shares $14.75(1) $2,950,000(1) $820.10
$.10 par value
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(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on the
average of the high and low sale prices of the Common Stock as reported
on The Nasdaq Stock Market on December 16, 1998.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission
("Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by State Financial Services Corporation
(the "Company") or the State Financial Services Corporation 401(k) Savings Plan
(the "Savings Plan") with the Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, which includes audited financial statements as of and for the
year ended December 31, 1997.
(b) All other reports filed by the Company or the Savings Plan pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 31, 1997.
(c) The description of the Company's Common Stock contained in Item 1
of the Company's Registration Statement on Form 8-A, dated June 4, 1990, filed
with the Commission pursuant to Section 12 of the Exchange Act, and any
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company or the Savings Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of filing of this Registration Statement and prior to such time as the
Company files a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold 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.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the provisions of the Wisconsin Business Corporation Law
("WBCL"), directors and officers of the Company are entitled to mandatory
indemnification from the Company against certain liabilities (which may include
liabilities under the Securities Act of 1933) and expenses (i) to the extent
that such officers or directors are successful in the defense of a proceeding;
and (ii) in proceedings in which the director or officer is not successful in
the defense thereof, unless it is determined that the director or officer
breached or failed to perform his or her duties to the Company and such breach
or failure to perform constituted: (a) a wilful failure to deal fairly with the
Company or its shareholders in connection with a matter in which the director or
officer had a material conflict of interest; (b) a violation of criminal law,
unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) wilful misconduct.
Additionally, under the WBCL, directors of the Company are not subject to
personal liability to the Company, its shareholders or any person asserting
rights on behalf thereof, for certain breaches or failures to perform any duty
resulting solely from their status as directors, except in circumstances
paralleling those outlined in (a) through (d) above.
The Company's By-Laws contain similar indemnification provisions as to
its officers and directors.
The indemnification provided by the WBCL and the Company's By-Laws is
not exclusive of any other rights to which a director or officer of the Company
may be entitled. The Company also carries directors' and officers' liability
insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(5) Opinion of Foley & Lardner
(23) Consent of Ernst & Young LLP
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(24) Power of Attorney relating to subsequent amendments
(included on the signature page 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 to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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 Hales Corners, and State of Wisconsin, on this
4th day of December, 1998.
STATE FINANCIAL SERVICES
CORPORATION
By: /s/ Michael J. Falbo
Michael J. Falbo,
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Michael J. Falbo and Michael A. Reindl, and each of
them individually, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and revocation, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.
S-1
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<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Michael J. Falbo President, Chief Executive December 4, 1998
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Michael J. Falbo Officer (Principal Executive
Officer) and Director
/s/ Michael A. Reindl Senior Vice President, December 4, 1998
- ------------------------------ Controller and Chief Financial
Michael A. Reindl Officer (Principal Financial and
Accounting Officer)
/s/ Jerome J. Holz Chairman of the Board, Vice December 4, 1998
- ------------------------------ President and Director
Jerome J. Holz
/s/ Richard A. Horn Director December 4, 1998
- ------------------------------
Richard A. Horn
/s/ Barbara E. Holz-Weis Director December 4, 1998
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Barbara E. Holz-Weis
/s/ David M. Stamm Director December 4, 1998
- ------------------------------
David M. Stamm
/s/ Ulice Payne, Jr. Director December 4, 1998
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Ulice Payne, Jr.
</TABLE>
S-2
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
State Financial Services Corporation, which administers the Savings Plan, has
duly caused this Registration Statement to be signed on behalf of the Savings
Plan by the undersigned, thereunto duly authorized, in the City of Hales
Corners, and State of Wisconsin, on this 4th day of December, 1998.
STATE FINANCIAL SERVICES
CORPORATION 401(k) SAVINGS PLAN
By: /s/ Michael J. Falbo
Michael J. Falbo,
President and Chief Executive Officer
S-3
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EXHIBIT INDEX
STATE FINANCIAL SERVICES
CORPORATION 401(k) SAVINGS PLAN
Sequentially
Exhibit No. Exhibit Numbered Page
(5) Opinion of Foley & Lardner
(23) Consent of Ernst & Young LLP
(24) Power of Attorney relating to subsequent
amendments (included on the signature page
to this Registration Statement) -
CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
CLIENT/MATTER NUMBER
042326.0101
December 14, 1998
State Financial Services Corporation
10708 West Janesville Road
Hales Corners, Wisconsin 53130
Ladies and Gentlemen:
We have acted as counsel for State Financial Services Corporation, a
Wisconsin corporation (the "Company"), in connection with the preparation of a
Form S-8 Registration Statement (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to 200,000 shares of the
Company's Common Stock, $.10 par value per share (the "Common Stock"), and
interests in the State Financial Services Corporation 401(k) Savings Plan (the
"Plan") which may be issued or acquired pursuant to the Plan.
In this regard, we have examined: (a) the Plan; (b) a signed copy of
the Registration Statement; (c) the Company's Articles of Incorporation and
Bylaws, as amended to date; (d) resolutions of the Company's Board of Directors
relating to the Plan; and (e) such other documents and records as we have deemed
necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Wisconsin.
2. It is presently contemplated that the shares of Common Stock to be
acquired by the Plan will be purchased either in the open market or directly
from the Company or other private sources. To the extent that the shares of
Common Stock acquired by the Plan constitute shares issued by and purchased from
the Company, such shares of Common Stock, when issued pursuant to the terms and
conditions of the Plan, and as contemplated in the Registration Statement, will
be validly issued, fully paid and nonassessable, except with respect to wage
claims of, or other debts owing to, employees of the Company for services
performed, but not exceeding six months' service in any one case, as provided by
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FOLEY & LARDNER
State Financial Services Corporation
December 14, 1998
Page 2
Section 180.0622(2)(b) of the Wisconsin Business Corporation Law and judicial
interpretations thereof.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Yours truly,
FOLEY & LARDNER
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in Registration Statement (Form
S-8) pertaining to the State Financial Services Corporation 401(k) Savings Plan
of our report dated January 16, 1998, with respect to the consolidated financial
statements of State Financial Services Corporation incorporated by reference in
its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with
the Securities and Exchange Commission.
December 21, 1998
/s/ Ernst & Young LLP
