<PAGE> 1
As filed with the Securities and Exchange Commission
on October 5, 1994
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
St. Paul Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-3504665
-------- ----------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
6700 West North Avenue, Chicago, Illinois 60635
----------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
St. Paul Bancorp, Inc. Stock Option Plan
(Full title of the plan)
Clifford M. Sladnick, Esq.
St. Paul Bancorp, Inc.
6700 West North Avenue
Chicago, Illinois 60635
(Name and address of agent for service)
(312) 804-2282
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
- ----------------------------------------------------------------------------------------------------------
Proposed
Proposed maximum maximum
Title of securities Amount to be offering aggregate offering Amount of
to be registered registered price per share price registration fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 175,000 $20.50(1) $3,587,500(1) $1,237.07
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 as
of October 3, 1994 solely for the purpose of calculating the registration fee.
<PAGE> 2
Pursuant to General Instruction E of Form S-8, the contents of St. Paul
Bancorp, Inc.'s Registration Statement on Form S-8 (Reg. No. 33-63746), as filed
with the Securities and Exchange Commission on June 2, 1993 and relating to
shares of St. Paul Bancorp, Inc. common stock offered pursuant to the St. Paul
Bancorp, Inc. Stock Option Plan (the "Plan"), are incorporated by reference
herein. This Registration Statement on Form S-8 is filed for the purpose of
registering additional shares of St. Paul Bancorp, Inc. common stock to be
offered pursuant to the Plan.
Item 8. Exhibits.
---------
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5 Opinion of Counsel
24 Consent of Ernst & Young LLP
</TABLE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on October 5, 1994.
St. Paul Bancorp, Inc.
By: /s/ Joseph C. Scully
-----------------------
Joseph C. Scully
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures
appears below constitutes and appoints Joseph C. Scully and Patrick J. Agnew,
jointly and severally, each in his own capacity, his true and lawful
attorneys-in-fact, with full power of substitution, for him and his name, place
and stead, in any and all capacities, to sign any 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, hereby ratifying and confirming all that said attorney-in-fact, or
their substitute or substitutes, may lawfully 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 indicated on October 5, 1994.
PRINCIPAL EXECUTIVE OFFICER:
/s/ Joseph C. Scully Chairman of the Board and
- ---------------------- Chief Executive Officer
Joseph C. Scully
S-1
<PAGE> 4
PRINCIPAL ACCOUNTING OFFICER:
<TABLE>
<S> <C>
/s/ Paul J. Devitt First Vice President and Controller
- ---------------------------------
Paul J. Devitt
And by a Majority of the
Board of Directors:
</TABLE>
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
/s/ Patrick J. Agnew Director, President and Chief Operating
- ------------------------------ Officer
Patrick J. Agnew
/s/ William A. Anderson Director
- ----------------------------
William A. Anderson
/s/ John W. Croghan Director
- -----------------------------
John W. Croghan
/s/ Alan J. Fredian Director
- -------------------------------
Alan J. Fredian
/s/ Kenneth J. James Director
- ------------------------------
Kenneth J. James
</TABLE>
S-2
<PAGE> 5
/s/ Jean C. Murray, O.P. Director
- -----------------------------
Jean C. Murray, O.P.
/s/ Michael R. Notaro Director
- ------------------------------
Michael R. Notaro
/s/ John J. Viera Director
- --------------------------------
John J. Viera
/s/ James B. Wood Director
- -----------------------------
James B. Wood
S-3
<PAGE> 6
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5 Opinion of Counsel
24 Consent of Ernst & Young LLP
S-4
<PAGE> 1
Exhibit 5
October 5, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: St. Paul Bancorp, Inc.
Stock Option Plan
Registration Statement on Form S-8
----------------------------------
Gentlemen and Ladies:
As Senior Vice President, General Counsel and Corporate Secretary to
St. Paul Bancorp, Inc., a Delaware corporation ("St. Paul Bancorp"), I am
familiar with its corporate affairs and particularly with the corporate
proceedings relating to the establishment of the St. Paul Bancorp, Inc. Stock
Option Plan (the "Plan").
Based upon the above, I am of the opinion that the shares of common
stock, par value $0.01 per share, of St. Paul Bancorp to be issued pursuant to
the terms of the Plan have been duly authorized and, upon payment therefor in
accordance with the terms of the Plan, will be validly issued, fully paid and
non-assessable.
I hereby consent to the use of this opinion as Exhibit 5 of the
Registration Statement on Form S-8, which is being filed by St. Paul Bancorp
with the Securities and Exchange Commission to register the common stock to be
offered pursuant to the Plan.
Very truly yours,
Clifford M. Sladnick
Senior Vice President
General Counsel and Corporate Secretary
CMS/blf
<PAGE> 1
Exhibit 24
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to St. Paul Bancorp, Inc. Stock Option Plan of our report
dated January 21, 1994, with respect to the consolidated financial statements
of St. Paul Bancorp, Inc. incorporated by reference in its Annual Report (Form
10-K) for the year ended December 31, 1993, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
September 26, 1994
