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Registration No. 333-
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As filed with the Securities and Exchange Commission on December 2, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MAF BANCORP, INC.
(Exact Name of Issuer as Specified in its Charter)
DELAWARE 36-3664868
(State of Incorporation) (IRS Employer Identification No.)
55TH STREET & HOLMES AVENUE
CLARENDON HILLS, ILLINOIS 60514
(Address of Principal Executive Offices)
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MAF BANCORP, INC.
1990 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
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Allen H. Koranda Copies to:
Chairman of the Board and Chief Executive Officer Joseph G. Passaic, Jr., Esq.
MAF Bancorp, Inc. Mary M. Sjoquist, Esq.
55th Street & Holmes Avenue Muldoon, Murphy & Faucette
Clarendon Hills, Illinois 60514 5101 Wisconsin Avenue, N.W.
(630) 325-7300 Washington, D.C. 20016
(Name, Address and Telephone Number of Agent for Service)
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. |X|
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Maximum
Securities Amount to Offering Price Aggregate Amount of
be Registered be Registered Per Share Offering Price Registration Fee
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Common Stock, 200,000(1) $32.38(2) $6,476,000(2) $2,233(3)
$01. par value
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to the MAF Bancorp, Inc. 1990 Incentive Stock Option Plan (the "Plan") as
the result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock pursuant to 17 C.F.R. ss. 230.416(a).
(2) Determined by a weighted average of the $24.25 exercise price for 39,500
options granted to date and $34.38 the average of the high and low prices
reported to the Nasdaq Stock Market on November 27, 1996 for the 160,500
shares reserved but not yet granted under the Plan, pursuant to 17 C.F.R.
ss. 230.457(h)(i).
(3) A total of 523,462 shares (as adjusted to reflect the 3-for-2 stock split
distributed on August 26, 1993 and the 10% stock dividend distributed on
August 31, 1995) is registered on the original Form S-8 (SEC File No.
33-45794) which was filed on February 14, 1992. A registration fee of
$928 was paid at such time. The previously registered shares together
with the shares being registered hereby represents the estimated number
of total shares intended for issuance pursuant to the Plan.
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This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933, as amended and 17
C.F.R. subsection 230.462.
Number of Pages 5
Exhibit Index begins on Page 5
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This Registration Statement relates to the registration of 200,000
additional shares of Common Stock, $.01 par value per share, of MAF Bancorp,
Inc. (the "Registrant") reserved for issuance and delivery under the MAF
Bancorp, Inc. 1990 Incentive Stock Option Plan, as amended (the "Plan"). Such
additional shares are being reserved pursuant to an amendment to increase the
number of shares authorized to be issued under the Plan which was approved by
the Registrant's shareholders on October 23, 1996. On February 14, 1992, the
Registrant registered 317,250 shares of Common Stock, $.01 par value per share,
reserved for issuance under the 1990 Incentive Stock Option Plan with the
Securities and Exchange Commission (the "SEC") (SEC File No. 33-45794). The
amount of shares registered was adjusted to reflect a 3- for-2 stock split
distributed on August 26, 1993 and a 10% stock dividend distributed on August
31, 1995 for a total of 523,462 shares reserved for issuance under the Plan. The
contents of the original Form S-8 (SEC File No. 33-45794) are incorporated
herein by reference pursuant to General Instruction E for the Form S-8.
ITEM 8. LIST OF EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):
3.0 Certificate of Incorporation of MAF Bancorp, Inc., as
amended, is incorporated herein by reference to Exhibit 3(i)
to the Registrant's Form 10-K for the year ended June 30,
1996 (SEC File No. 0-18121).
3.1 Bylaws of MAF Bancorp, Inc. is incorporated herein by
reference to Exhibit 3(ii) to the Registrant's Form 10-K for
the year ended June 30, 1990 (SEC File No. 0-18121).
5.0 Opinion of Muldoon, Murphy & Faucette as to the legality of
the Common Stock registered hereby.
23.0 Consent of Muldoon, Murphy & Faucette (contained in the
opinion included as Exhibit 5).
23.1 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (located in the signature pages).
2
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CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MAF
Bancorp, Inc. 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 Village of Clarendon Hills, State of Illinois, on the 2nd
day of December, 1996.
MAF Bancorp, Inc.
By: /s/ Allen H. Koranda
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Allen H. Koranda
Chairman of the Board and
Chief Executive Officer
Each person whose individual signature appears below hereby makes,
constitutes and appoints Allen H. Koranda to sign for such person and in such
person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Name Title Date
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/s/ Allen H. Koranda Chairman of the Board and December 2, 1996
- -------------------------- Chief Executive Officer ----------------
Allen H. Koranda
/s/Jerry A. Weberling Executive Vice President and December 2, 1996
- -------------------------- Chief Financial Officer ----------------
Jerry A. Weberling
/s/ Gerard J. Buccino Senior Vice President and December 2, 1996
- -------------------------- Controller ----------------
Gerard J. Buccino
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Name Title Date
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/s/ Robert Bowles, M.D. Director December 2, 1996
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Robert Bowles, M.D.
/s/Nicholas J. DiLorenzo, Sr. Director December 2, 1996
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Nicholas J. DiLorenzo, Sr.
/s/Terry Ekl Director December 2, 1996
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Terry Ekl
/s/Joe F. Hanauer Director December 2, 1996
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Joe F. Hanauer
/s/Kenneth Koranda Director December 2, 1996
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Kenneth Koranda
/s/Henry Smogolski Director December 2, 1996
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Henry Smogolski
/s/F. William Trescott Director December 2, 1996
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F. William Trescott
/s/Lois B. Vasto Director December 2, 1996
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Lois B. Vasto
/s/Andrew J. Zych Director December 2, 1996
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Andrew J. Zych
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EXHIBIT INDEX
Exhibit
No. Description Method of Filing
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3.0 Certificate of Incorporation Incorporated by reference
of MAF Bancorp, Inc., as to Exhibit 3(i) to MAF Bancorp,
amended Inc.'s Form 10-K for the year ended
June 30, 1996 (SEC File No. 0-18121).
3.1 Bylaws of MAF Bancorp, Incorporated by reference to
Inc. Exhibit 3(ii) to MAF
Bancorp, Inc.'s Form 10-K for the
year ended June 30, 1990
(SEC File No. 0-18121).
5.0 Opinion of Muldoon, Filed herewith.
Murphy & Faucette
23.0 Consent of Muldoon, Located in Exhibit 5 herewith.
Murphy & Faucette
23.1 Consent of Filed herewith.
KPMG Peat Marwick LLP
24 Power of Attorney Located in the Signature Page.
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December 2, 1996
Board of Directors
MAF Bancorp, Inc.
55th Street & Holmes Avenue
Clarendon Hills, Illinois 60514
Re: MAF Bancorp, Inc. 1990 Incentive Stock Option Plan -
Registration Statement on Form S-8 for 200,000 Additional Shares
of Common Stock
Lady and Gentlemen:
We have acted as counsel for MAF Bancorp, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
on Form S-8 of 200,000 additional shares of the Company's Common Stock, $.01 par
value (the "Shares"), to be issued under the MAF Bancorp, Inc. 1990 Incentive
Stock Option Plan, as amended (the "Plan"). A Registration Statement on Form S-8
registering 523,462 shares (the original 317,250 shares automatically adjusted
to reflect a 3-for-2 stock split distributed on August 26, 1993 and a 10% stock
dividend distributed on August 31, 1995) of the Company's Common Stock, $.01 par
value, reserved for issuance under the Plan was filed with the Securities and
Exchange Commission (the "SEC") on February 14, 1992 (SEC File No. 33-45794)
which is incorporated by reference into this Form S-8 being filed today.
As such counsel, we have made such legal and factual examinations and
inquiries as we deemed advisable for the purpose of rendering this opinion. In
our examination, we have assumed and have not verified (i) the genuineness of
all signatures, (ii) the authenticity of all documents submitted to us as
originals, (iii) the conformity with the originals of all documents supplied to
us as copies, and (iv) the accuracy and completeness of all corporate records
and documents and of all certificates and statements of fact, in each case given
or made available to us by the Company or its subsidiary.
Based on the foregoing and limited in all respects to Delaware law and
the facts as they exist on the date hereof, it is our opinion that the Shares
reserved under the Plan have been duly authorized and upon the issuance of the
Shares in the manner described in the Plan, will be validly
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Board of Directors
MAF Bancorp, Inc.
December 2, 1996
Page 2
issued, fully paid and nonassessable. The following provisions of the Company's
Certificate of Incorporation may not be given effect by a court applying
Delaware law, but in our opinion the failure to give effect to such provisions
will not affect the duly authorized, validly issued, fully paid and
nonassessable status of the Common Stock:
(a) Section D of Article EIGHTH which grants the Board of Directors
of the Company ("Board") the authority to construe and apply the
provisions of Subsection C.8 of Article EIGHTH empowering the
Board to determine the Fair Market Value of property offered or
paid for the Company's stock by an Interested Stockholder, to
the extent, if any, that a court applying Delaware law were to
impose equitable limitations upon the authority of the directors
of the Company under such provisions; and
(b) Article NINTH of the Certificate of Incorporation, which
authorizes the Board to consider the effect of any offer to
acquire the Company on constituencies other than stockholders in
evaluating any such offer.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8.
Very truly yours,
/s/ MULDOON, MURPHY & FAUCETTE
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MULDOON, MURPHY & FAUCETTE
KPMG PEAT MARWICK LLP
CONSENT OF INDEPENDENT AUDITORS'
The Board of Directors
MAF Bancorp, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of MAF Bancorp, Inc. of our report dated August 19, 1996, relating to the
consolidated statements of financial condition of MAF Bancorp, Inc. and
subsidiaries as of June 30, 1996 and 1995, and the related statements of income,
changes in stockholders' equity and cash flows for each of the years in the
three-year period ended June 30, 1996, which report appears in the June 30,
1996, annual report on Form 10-K of MAF Bancorp, Inc.
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
Chicago, Illinois
November 25, 1996
