As filed with the Securities and Exchange Commission on February 24, 1999
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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MAF BANCORP, INC.
1990 INCENTIVE STOCK OPTION 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>
===================================================================================================================================
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(3)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, par 600,000 $23.53 $14,118,000 $3,924.80
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 reserved for issuance pursuant to
the MAF Bancorp, Inc. 1990 Incentive Stock Option Plan (the "Plan") as the
result of further stock splits, stock dividends or similar adjustments of
the outstanding Common Stock pursuant to Rule 416(a).
(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 February 19,
1999.
(3) An aggregate of 1,303,477 shares (as adjusted to reflect all stock splits
and stock dividends to date) are being carried forward from those shares
previously registered by Registration Statements on Form S-8 (File No.
33-45794 and File No. 333-17129). Registration fees of $779 and $2,233 were
paid with respect to the shares being carried forward from each of these
two filings, respectively. The previously registered shares being carried
forward together with the shares being registered hereby represent the
total number of shares reserved for issuance pursuant to the Plan.
-----------------------------
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
document containing the information required by Part I of this Registration
Statement on Form S-8 also relates to the Registrant's shares of common stock
previously registered on Registration Statements on Form S-8 (File No. 33-45794
and File No. 333-17129).
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement relates to the registration of 600,000
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"). The
increase in the number of shares authorized to be issued under the Plan was
approved by the Registrant's stockholders on April 29, 1998. Pursuant to Form
S-8 Registration Statements filed by the Registrant on February 14, 1992 and
December 2, 1996, the Registrant has previously registered an aggregate of
1,627,789 shares of Common Stock (as adjusted to reflect all stock splits and
stock dividends to date) of which 1,303,477 shares remain available for issuance
under the Plan. The contents of these Form S-8 Registration Statements (File No.
33-45794 and File No. 333-17129) are incorporated herein by reference pursuant
to General Instruction E for the Form S-8.
The document containing the information required by this section, which
also relates to the shares remaining available which were previously registered
under the above-referenced Registration Statements, will be given to those
persons who participate in the Plan, all of whom are directors or employees of
Registrant or Mid America Bank, fsb, a wholly-owned subsidiary of Registrant.
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) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998 (File Nos. 0-18121);
(c) Current Reports on Form 8-K dated April 28, 1998, August 17,
1998, as amended by Form 8-K/A filed with the Commission on
September 1, 1998, and January 29, 1999 (File Nos. 0-18121); and
(d) The description of Registrant's Common Stock contained in the
Registration Statement on Form 8-A, dated November 14, 1989
(File No. 0-18121).
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
proceeding, 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 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
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<PAGE>
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 Corporation's certificate of incorporation, by-law,
agreement, vote of stockholders or disinterested directors or
otherwise.
3
<PAGE>
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 MAF Bancorp, Inc. 1990 Incentive Stock Option Plan, as amended
(incorporated by reference to Exhibit A to Registrant's Proxy
Statement, dated March 23, 1998, relating to the 1998 Annual
Meeting of Shareholders, File No. 0-18121).
5 Opinion of Vedder, Price, Kaufman & Kammholz regarding the
legality of the Common Stock, par value $.01 per share, to be
issued upon exercise of options issued under the Plan.
23.1 Consent of KPMG LLP.
23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in
Exhibit 5).
24 Powers of Attorney (included on the signature pages of the
Registration Statement).
4
<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
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.
5
<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
24th day of February, 1999.
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 February 24, 1999
- -------------------------- Chief Executive Officer
Allen H. Koranda (principal executive officer)
/s/ Kenneth Koranda President and Director February 24, 1999
- --------------------------
Kenneth Koranda
/s/ Jerry A. Weberling Executive Vice President, February 24, 1999
- -------------------------- Chief Financial Officer and
Jerry A. Weberling and Director
(principal financial officer)
/s/ Gerard J. Buccino Senior Vice President February 24, 1999
- -------------------------- and Controller
Gerard J. Buccino (principal accounting officer)
- -------------------------- Director
Robert Bowles, M.D.
6
<PAGE>
Name Title Date
---- ----- ----
/s/ David C. Burba Director February 24, 1999
- ------------------------
David C. Burba
/s/ Terry Ekl Director February 24, 1999
- ------------------------
Terry Ekl
/s/ Joe F. Hanauer Director February 24, 1999
- ------------------------
Joe F. Hanauer
/s/ F. William Trescott Director February 24, 1999
- ------------------------
F. William Trescott
/s/ Lois B. Vasto Director February 24, 1999
- ------------------------
Lois B. Vasto
Director
- ------------------------
Henry Smogolski
/s/ Andrew J. Zych Director February 24, 1999
- ------------------------
Andrew J. Zych
7
<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 MAF Bancorp, Inc. 1990 Incentive Stock Option Plan, as amended
(incorporated by reference to Exhibit A to Registrant's Proxy
Statement, dated March 23, 1998, relating to the 1998 Annual
Meeting of Shareholders, File No. 0-18121).
5 Opinion of Vedder, Price, Kaufman & Kammholz regarding the
legality of the Common Stock, par value $.01 per share, to be
issued upon exercise of options issued under the Plan.
23.1 Consent of KPMG LLP.
23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in
Exhibit 5).
24 Powers of Attorney (included on the signature pages of the
Registration Statement).
8
EXHIBIT 5
VEDDER PRICE VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601-1003
312-609-7500
FACSIMILE: 312-609-5005
A PARTNERSHIP INCLUDING VEDDER, PRICE,
KAUFMAN & KAMMHOLZ, P.C. WITH OFFICES
IN CHICAGO AND NEW YORK CITY
February 24, 1999
MAF Bancorp, Inc.
55th Street & Holmes Avenue
Clarendon Hills, Illinois 60514
Gentlemen:
Reference is hereby made to the Registration Statement on Form S-8 (the
"Registration Statement") being filed by MAF Bancorp, Inc., a Delaware
corporation (the "Company"), relating to the registration of 600,000 shares of
the Company's common stock, par value $.01 per share (the "Common Stock"),
reserved for issuance pursuant to the exercise of options granted under the MAF
Bancorp, Inc. 1990 Incentive Stock Option Plan, as amended effective as of April
29, 1998 (the "Plan"). We have acted as counsel for the Company in connection
with the Registration Statement.
It is our opinion that such shares of Common Stock, when issued upon
payment of the exercise price of options granted in accordance with the terms of
such Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion in connection with said
Registration Statement.
Very truly yours,
/s/ VEDDER PRICE, KAUFMAN & KAMMHOLZ
9
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS'
The Board of Directors
MAF Bancorp, Inc.:
We consent to incorporation by reference in this 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 LLP
Chicago, Illinois
February 23, 1999
10
