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As filed with the Securities and Exchange Commission on July 6, 1998
Registration No. 333-50133
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1 to Form S-4 on
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ST. PAUL BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
36-3504665
(IRS employer identification number)
6700 West North Avenue
Chicago, Illinois 60707
(773) 622-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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Beverly Bancorporation 1994 Incentive Stock Option Plan
Beverly Bancorporation 1997 Incentive Stock Option Plan
(Full title of the Plans)
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Clifford M. Sladnick, Esq.
Senior Vice President, General Counsel and Secretary
St. Paul Bancorp, Inc.
6700 West North Avenue
Chicago, Illinois 60707
(773) 804-2282
(Name, address and telephone number of Agent for Service)
Copy to:
Stuart G. Stein, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-8575
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of securities to be Price Offering Registration
to be registered Registered (2) per Share (1) Price (1)(2) Fee (1)(2)
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<S> <C> <C> <C> <C>
Common Stock 712,070 $23.125 $3,494,049 $1,031
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended.
(2) The Registrant previously registered and paid the required registration fee
for 560,976 shares of common stock, par value $0.01 per share of St. Paul
Bancorp, Inc., reserved for issuance pursuant to outstanding options under the
Beverly Bancorporation 1994 Incentive Stock Option Plan and the Beverly
Bancorporation 1997 Incentive Stock Option Plan (the "Plans"). Accordingly, the
Registrant has calculated the fee based on the 151,094 additional shares being
registered that are reserved for issuance under the Plans.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with the instructions
to Part I of Form S-8, such documents will not be filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act. These documents and the documents incorporated by reference
pursuant to Item 3 of Part II of this registration statement, taken together,
constitute the prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
St. Paul Bancorp, Inc. (the "Company") hereby incorporates by
reference into this registration statement the following documents filed by it
with the Commission:
(a) The Company's periodic reports on Form 10-K for the 12 months
ended December 31, 1997 and Form 10-Q for the quarter ended March
31, 1998.
(b) The Company's current reports on Form 8-K filed on March 17,
March 20 and June 19, 1998.
(c) The description of the Company's common stock, par value $0.01
per share ("Common Stock"), contained in the Company's
registration statement on Form S-4 filed with the Commission on
April 15, 1998 and amended on May 11, 1998.
In addition, all documents and reports filed by the Company subsequent
to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents or reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein 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.
Item 4. Description of Securities.
A description of the Company's Common Stock is incorporated by
reference under Item 3.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL") sets
forth certain circumstances under which directors, officers, employees and
agents may be indemnified against liability that they may incur in their
capacity as such. Section 145 of the DGCL, which is filed as Exhibit 99.1 to
this Registration Statement, is incorporated herein by reference.
Article IX of St. Paul's Bylaws, entitled "Indemnification," provides
for indemnification of St. Paul's directors, officers, trustees, employees and
agents under certain circumstances.
St. Paul also has the power to purchase and maintain insurance on
behalf of its directors and officers. St. Paul has in effect a policy of
liability insurance covering its directors and officers, the effect of which is
to reimburse the directors and officers of St. Paul against certain damages and
expenses resulting from certain claims made against them caused by their
negligent act, error or omission.
The foregoing indemnity and insurance provisions have the effect of
reducing directors' and officers' exposure to personal liability for actions
taken in connection with their respective positions.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of St. Paul pursuant to the foregoing provisions, or otherwise, St. Paul has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by St. Paul of expenses incurred or paid by
a director, officer or controlling person of St. Paul 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, St. Paul
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 and will be governed by the final adjudication
of such issue.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
No. Exhibit
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5 Opinion of Clifford M. Sladnick, Esq. as to the validity of the
securities registered hereunder, including the consent of
Mr. Sladnick.
23 Consent of Ernst & Young LLP
3
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99.1 Section 145 of the Delaware General Corporation Law.*
* Previously filed.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or post-effective
amendment to this registration sales are being made, a statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, or Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liability arising under the Securities Act
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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
4
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unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant or expenses incurred or
paid by a director, officer or controlling person in 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
Securities 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, 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 July 2, 1998.
ST. PAUL BANCORP, INC.
By: /s/ Joseph C. Scully
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Joseph C. Scully
Chairman and
Chief Executive Officer
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 the 2nd day of July, 1998.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Joseph C. Scully Chairman and Chief Executive Officer
- ----------------------------- (Principal Executive Officer)
Joseph C. Scully
/s/ Robert N. Parke Senior Vice President and Chief Financial Officer
- ----------------------------- (Principal Financial Officer)
Robert N. Parke
/s/ Paul J. Devitt First Vice President and Controller
- ----------------------------- (Principal Accounting Officer)
Paul J. Devitt
/s/ Patrick J. Agnew Director
- -----------------------------
Patrick J. Agnew
/s/ William A. Anderson * Director
- -----------------------------
William A. Anderson
/s/ John W. Croghan * Director
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John W. Croghan
/s/ Alan J. Fredian * Director
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Alan J. Fredian
</TABLE>
6
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<TABLE>
<CAPTION>
<S> <C>
/s/ Paul C. Gearen * Director
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Paul C. Gearen
/s/ Kenneth J. James * Director
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Kenneth J. James
/s/ Jean C. Murray, O.P. * Director
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Jean C. Murray, O.P.
/s/ John J. Viera * Director
- -----------------------------
John J. Viera
</TABLE>
* As power of attorney /s/ Clifford M. Sladnick, Esq.
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7
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Exhibit
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<C> <S>
5 Opinion of Clifford M. Sladnick, Esq. as to the validity
of the securities registered hereunder, including the
consent of Mr. Sladnick.
23 Consent of Ernst & Young LLP
99.1 Section 145 of the Delaware General Corporation Law.*
</TABLE>
* Previously filed.
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<PAGE>
Exhibit 5
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LEGAL OPINION OF CLIFFORD M. SLADNICK, ESQ.
July 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: St. Paul Bancorp, Inc.
Beverly Bancorporation 1994 Incentive Stock Option Plan
Beverly Bancorporation 1997 Incentive Stock Option Plan
Post-Effective Amendment to 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 Agreement and Plan of Merger between St. Paul Bancorp, Inc. and
Beverly Bancorporation, Inc. (the "Merger Agreement") and the Beverly
Bancorporation 1994 Incentive Stock Option Plan and the Beverly Bancorporation
1997 Incentive Stock Option Plan (the "Plans").
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 Merger Agreement and the Plans have been duly authorized and, upon
payment therefore in accordance with the terms of the Plans, will be validly
issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as Exhibit 5 of the Post-
Effective Amendment to Registration Statement No. 333-50133 on Form S-8, which
is being filed by St. Paul Bancorp with the Securities and Exchange Commission
to register the shares of common stock to be offered pursuant to the Plans.
Very truly yours,
/s/ Clifford M. Sladnick
Senior Vice President
General Counsel and Corporate Secretary
<PAGE>
Exhibit 23
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-Effective Amendment No.
1 to the Registration Statement (Form S-4 No. 333-50133) and to the
incorporation by reference in the Registration Statement (Form S-8) pertaining
to the Beverly Bancorporation 1994 Incentive Stock Option Plan and the Beverly
Bancorporation 1997 Incentive Stock Option Plan, of our report dated January 14,
1998, except Note BB, as to which the date is March 16, 1998, 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, 1997,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG
Chicago, Illinois
July 2, 1998
