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Registration No. 033-________
As filed with the Securities and Exchange Commission on May 21, 1998
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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 issuer as specified in its charter)
DELAWARE 36-3504665
(State of Incorporation) (I.R.S. Employer Identification No.)
6700 WEST NORTH AVENUE
CHICAGO, ILLINOIS 60707
(Address of principal executive offices, including zip code)
ST. PAUL BANCORP, INC.
1995 INCENTIVE PLAN, AS AMENDED
(Full title of the plan)
____________________
CLIFFORD M. SLADNICK, ESQ.
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND
CORPORATE SECRETARY
ST. PAUL BANCORP, INC.
6700 WEST NORTH AVENUE
CHICAGO, ILLINOIS 60707
(Name and address of agent for service)
(773) 804-2282
(Telephone number, including area code, of agent for service)
____________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
Proposed maximum
Title of securities Amount to be Proposed maximum aggregate offering Amount of
to be registered registered offering price per share(1) price(1) registration fee
- -------------------- ------------ --------------------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par 1,500,000 $24.3125 $36,468,750 $10,758
value $.01 per
share
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</TABLE>
(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 as of
May 19, 1998 solely for the purpose of calculating the registration fee.
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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. 033-60609), as
filed with the Securities and Exchange Commission on June 27, 1995 and relating
to shares of St. Paul Bancorp, Inc. common stock offered pursuant to the St.
Paul Bancorp, Inc. 1995 Incentive Plan (the "Plan"), is 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, as amended.
Item 8. Exhibits
Exhibit
Number Description
- ------- -----------
5 Opinion of Counsel
23 Consent of Ernst & Young LLP
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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 the 18th day of May,
1998.
St. Paul Bancorp, Inc.
By: /s/ JOSEPH C. SCULLY
---------------------------------
Joseph C. Scully, Chairman
and Chief Executive Officer
Each person whose signature appears below constitutes and appoints Joseph
C. Scully, Patrick J. Agnew and Clifford M. Sladnick his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all 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 order to effectuate such registration
process, as fully to all intents and purposes as he or she might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, or his or her 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 below on the 18th day of May, 1998, by
the following persons in the capacities indicated.
PRINCIPAL EXECUTIVE OFFICER:
/s/ JOSEPH C. SCULLY Director, Chairman of the Board and Chief
- ---------------------------- Executive Officer
Joseph C. Scully
PRINCIPAL FINANCIAL OFFICER:
/s/ ROBERT N. PARKE Senior Vice President and Treasurer
- ----------------------------
Robert N. Parke
PRINCIPAL ACCOUNTING OFFICER:
/s/ PAUL J. DEVITT First Vice President and Controller
- ----------------------------
Paul J. Devitt
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AND BY A MAJORITY OF THE BOARD OF DIRECTORS:
Name Title
---- -----
/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/ PAUL C. GEAREN Director
- ----------------------------
Paul C. Gearen
/s/ KENNETH J. JAMES Director
- ----------------------------
Kenneth J. James
/s/ JEAN C. MURRAY, O.P. Director
- ----------------------------
Jean C. Murray, O.P.
/s/ JOHN J. VIERA Director
- ----------------------------
John J. Viera
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5 Opinion of Counsel
23 Consent of Ernst & Young LLP
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[ LETTERHEAD OF ST. PAUL BANCORP INC. ]
EXHIBIT 5
May 21, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: St. Paul Bancorp, Inc.
1995 Incentive Plan, as amended
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. 1995 Incentive Plan
and all amendments thereto (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 therefore 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 of Form S-8, which is being filed by St. Paul Bancorp
with the Securities and Exchange Commission to register the additional shares
of common stock to be offered pursuant to the Plan.
Very truly yours,
/s/ Clifford M. Sladnick
- ------------------------
Clifford M. Sladnick
Senior Vice President
General Counsel and Corporate Secretary
CMS/bb
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EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the St. Paul Bancorp, Inc.1995 Incentive Plan, as
amended, of our report dated January 14, 1998, except for 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 LLP
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Ernst & Young LLP
Chicago, Illinois
May 21, 1998
