As filed with the Securities and Exchange Commission on October 14, 1998
Registration No. 333-
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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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MAF BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3664868
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) 55th & Holmes Identification No.)
Clarendon Hills, Illinois 60514
(Address, including zip code of registrant's principal executive office)
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MID AMERICA BANK
EMPLOYEES' PROFIT SHARING PLAN
(Full title of the plan)
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Michael Janssen
MAF BANCORP, INC.
55th & Holmes
Clarendon Hills, Illinois 60514
(630) 986-7544
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Jennifer R. Evans, Esq.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 North LaSalle Street
Chicago, Illinois 60601
(312) 609-7500
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered be Registered(1) Offering Price Per Share(2) Aggregate Offering Price(2) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, par 100,000 $20.13 $2,013,000 $593.84
value $.01 per share
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</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares offered pursuant to the Mid
America Bank Employees' Profit Sharing Plan as a result of a stock
split, stock dividend or similar adjustment of the outstanding Common
Stock pursuant to Rule 416(a). In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, as amended, this registration
statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended, the proposed maximum offering price per share and the
registration fee have been estimated based on the average of the high
and low sales prices for the Common Stock as reported by the Nasdaq
National Market on October 8, 1998.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
This Registration Statement relates to the registration of 100,000
shares of Common Stock, $.01 par value per share, of MAF Bancorp, Inc. (the
"Registrant") to be offered from time to time pursuant to the Mid America Bank
Employees' Profit Sharing Plan, as amended (the "Plan"). The Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the Plan.
The documents containing the information required by this section will
be given to those persons, all of whom are employees of the Registrant or Mid
America Bank, fsb, a wholly-owned subsidiary of Registrant, who participate in
the Plan. Such documents are not required to be filed with the Commission as a
part of the Registration Statement or as an Exhibit.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by MAF Bancorp, Inc., a Delaware corporation
("Registrant"), are incorporated in this Registration Statement by reference:
(a) Annual Report on Form 10-K for the year ended December 31,
1997 (File No. 0-18121);
(b) The Mid America Bank Employees' Profit Sharing Plan Annual
Report on Form 11-K (File No. 0-18121) for the year ended
December 31, 1997, filed pursuant to Section 15(d) of the
Securities Exchange Act of 1934, as amended;
(c) (i) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998 (File Nos. 0-18121); and (ii)
Current Reports on Form 8-K dated April 28, 1998 and August
17, 1998, as amended by Form 8-K/A filed with the Commission
on September 1, 1998 (File Nos. 0-18121); and
(d) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A, dated November 14,
1989.
All documents filed by Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
are incorporated by reference in this Registration Statement and are a part
hereof from the date of filing of such documents. 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles Tenth and Eleventh
of the Registrant's Certificate of Incorporation provide as follows:
TENTH:
a. Each person who was or is made a party or is threatened to
be made a party to or is otherwise involved in any action,
suit or proceedings, whether civil, criminal, administrative
or investigative (hereinafter a "proceeding"), by reason of
the fact that he or she is or was a director or an officer of
the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether
the basis of
3
<PAGE>
such proceeding is alleged action in an official capacity as a
director, officer, employee or agent, or in any other capacity
while serving as a director, officer, employee or agent, shall
be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation
to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee
in connection therewith; provided, however, that, except as
provided in Section C hereof with respect to proceedings to
enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.
b. The right to indemnification conferred in Section A of this
Article shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in
advance of its final disposition (hereinafter an "advancement
of expenses"); provided, however, that, if the Delaware
General Corporation Law requires, an advancement of expenses
incurred by an indemnitee in his or her capacity as a director
or officer (and not in any other capacity in which service was
or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made
only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which
there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be
indemnified for such expenses under this section or otherwise.
The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article shall
be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the indemnitee's
heirs, executors and administrators.
c. If a claim under Section A or B of this Article is not paid in
full by the corporation within sixty days after a written
claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the
applicable period shall be twenty days, the indemnitee may at
any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole
or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the indemnitee shall be entitled
to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought
by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by
the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking the Corporation shall be
entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including its
board of directors, independent legal counsel, or its
stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the
indemnitee has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its board of
directors, independent legal counsel, or its stockholders)
that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has
not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such
suit. In any suit brought by the indemnitee to enforce a right
to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving
that the indemnitee is not entitled to be indemnified, or to
such advancement of expenses, under this Article, or otherwise
shall be on the Corporation.
d. The rights to indemnification and to the advancement of
expenses conferred in this Article shall not be exclusive of
any other right which any person may have or hereafter acquire
under any statute, the
4
<PAGE>
Corporation's certificate of incorporation, by-law, agreement,
vote of stockholders or disinterested directors or otherwise.
e. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have
the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
f. The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any
employee or agent of the Corporation to the fullest extent of
the provisions of this Article with respect to the
indemnification and advancement of expenses of directors and
officers of the Corporation.
ELEVENTH:
A director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this article to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of MAF Bancorp, Inc., as amended
(incorporated by reference to Exhibit 3(i) to Registrant's
June 30, 1996 Form 10-K, File No. 0-18121).
4.2 By-Laws of MAF Bancorp, Inc., as amended (incorporated by
reference to Exhibit 3 to Registrant's 1990 Form 10-K, File
No. 0-18121).
4.3 Mid America Bank Employees' Profit Sharing Plan, as amended
(incorporated by reference to Exhibit 10(viii) to Registrant's
1997 Form 10-K, File No. 0-18121).
23 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney (included on the signature pages of the
Registration Statement).
The Registrant hereby undertakes that it will submit or has submitted
the Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make or has made all changes required by the IRS in order
to qualify the Plan.
5
<PAGE>
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
set forth 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 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.
(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 each filing of the 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.
(h) 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 policy as expressed in the Act and will be governed
by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all 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 this
14th day of October, 1998.
MAF Bancorp, Inc.
By: /s/ ALLEN H. KORANDA
-----------------------------------
Allen H. Koranda
Chairman of the Board and
Chief Executive Officer
We, the undersigned officers and directors of MAF Bancorp, Inc., and
each of us, do hereby constitute and appoint each and any of Allen H. Koranda,
Jerry A. Weberling and Michael Janssen our true and lawful attorney and agent,
with full power of substitution and resubstitution, to do any and all acts and
things in our name and behalf in any and all capacities and to execute any and
all instruments for us in our names in any and all capacities, which attorney
and agent may deem necessary or advisable to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement, including specifically, but without limitation, power
and authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and we do hereby ratify and confirm all that said attorney and agent, or
his substitute, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
---- ----- ----
/s/ ALLEN H. KORANDA Chairman of the Board and October 14, 1998
- ------------------------ Chief Executive Officer
Allen H. Koranda (principal executive officer)
/s/ KENNETH KORANDA President and Director October 14, 1998
- ------------------------
Kenneth Koranda
/s/ JERRY A. WEBERLING Executive Vice President, October 14, 1998
- ------------------------ Chief Financial Officer and Director
Jerry A. Weberling (principal financial officer)
/s/ GERARD J. BUCCINO Senior Vice President and Controller October 14, 1998
- ------------------------ (principal accounting officer)
Gerard J. Buccino
/s/ ROBERT BOWLES Director October 14, 1998
- ------------------------
Robert Bowles, M.D.
7
<PAGE>
Name Title Date
---- ----- ----
/s/ TERRY EKL Director October 14, 1998
- ------------------------
Terry Ekl
Director
- ------------------------
Joe F. Hanauer
/s/ F. WILLIAM TRESCOTT Director October 14, 1998
- ------------------------
F. William Trescott
/s/ LOIS B. VASTO Director October 14, 1998
- ------------------------
Lois B. Vasto
/s/ HENRY SMOGOLSKI Director October 14, 1998
- ------------------------
Henry Smogolski
/s/ ANDREW J. ZYCH Director October 14, 1998
- ------------------------
Andrew J. Zych
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the trustees have 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 October 14, 1998.
MID AMERICA BANK
EMPLOYEES' PROFIT SHARING PLAN
Name Title
---- -----
/s/ LOIS B. VASTO Trustee
- --------------------------
Lois B. Vasto
/s/ JERRY A. WEBERLING Trustee
- --------------------------
Jerry A. Weberling
/s/ DAVID W. KOHLSAAT Trustee
- --------------------------
David W. Kohlsaat
/s/ MICHAEL JANSSEN Trustee
- --------------------------
Michael Janssen
9
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
4.1 Certificate of Incorporation of MAF Bancorp, Inc., as amended
(incorporated by reference to Exhibit 3(i) to Registrant's June 30,
1996 Form 10-K, File No. 0-18121).
4.2 By-Laws of MAF Bancorp, Inc., as amended (incorporated by reference to
Exhibit 3 to Registrant's 1990 Form 10-K, File No. 0-18121).
4.3 Mid America Bank Employees' Profit Sharing Plan, as amended
(incorporated by reference to Exhibit 10(viii) to Registrant's 1997
Form 10-K, File No. 0-18121).
23 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney (included on the signature pages of the Registration
Statement).
10
EXHIBIT 23
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 January 29, 1998, relating to the
consolidated statements of financial condition of MAF Bancorp, Inc. and
subsidiaries as of December 31, 1997 and 1996, and the related statements of
income, changes in stockholders' equity and cash flows for the year ended
December 31, 1997, the six months ended December 31, 1996 and for each of the
years in the two-year period ended June 30, 1996, which report appears in the
December 31, 1997, annual report on Form 10-K of MAF Bancorp, Inc.
/s/ KPMG PEAT MARWICK LLP
Chicago, Illinois
October 13, 1998
