As filed with the Securities and Exchange Commission on July 7, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------
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)
------------------------------------
MAF BANCORP, INC.
2000 STOCK OPTION PLAN
(Full title of the plan)
------------------
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
------------------
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount to Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Aggregate Offering Registration
be Registered Registered(1) Per Share(2) Price(2) Fee
--------------------------------------------------------------------------------
Common Stock,
par value $.01
per share 300,000 $18.31 $5,493,000 $1450
================================================================================
(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. 2000 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 July 5, 2000.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by this section will be
given to those persons who participate in the MAF Bancorp, Inc. 2000 Stock
Option Plan, all of whom are directors or employees of MAF Bancorp, Inc. or
MidAmerica Bank, fsb, a wholly-owned subsidiary of MAF Bancorp, Inc. 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:
1. Annual Report on Form 10-K for the year ended December 31, 1999 (File
No. 0-18121);
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 2000
(File No. 0-18121);
3. Current Reports on Form 8-K dated January 26, 2000, March 14, 2000 and
April 20, 2000 (File No. 0-18121); and
4. 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 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),
2
<PAGE>
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.
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
3
<PAGE>
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.
The Company has purchased $25 million in insurance policies which insure
the Company's directors and officers against liability which they may incur as
a result of actions taken in such capacities. In addition, the Company
maintains fiduciary liability coverage up to a $3 million limit and Business
Professional liability coverage up to a limit of $10 million.
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 December
31, 1999 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. 2000 Stock Option Plan (incorporated by reference to
Exhibit A to Registrant's Proxy Statement dated March 22, 2000,
relating to the 2000 Annual Meeting of Shareholders, File No.
0-18121).
5.1 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
5.1).
24.1 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.
c. 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 7th
day of July, 2000.
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 indicated on the 7th day of July, 2000.
Name Title
---- -----
/s/ Allen H. Koranda Chairman of the Board and
------------------------------ Chief Executive Officer
Allen H. Koranda (principal executive officer)
/s/ Kenneth Koranda
------------------------------ President and Director
Kenneth Koranda
/s/ Jerry A. Weberling Executive Vice President,
------------------------------ Chief Financial Officer and Director
Jerry A. Weberling (principal financial officer)
/s/ Gerard J. Buccino Senior Vice President and Controller
------------------------------ (principal accounting officer)
Gerard J. Buccino
/s/ Robert Bowles, M.D
------------------------------ Director
Robert Bowles, M.D.
6
<PAGE>
Name Title
---- -----
/s/ David C. Burba
------------------------------ Director
David C. Burba
/s/ Terry Ekl
------------------------------ Director
Terry Ekl
/s/ Joe F. Hanauer
------------------------------ Director
Joe F. Hanauer
/s/ F. William Trescott
------------------------------ Director
F. William Trescott
/s/ Lois B. Vasto
------------------------------ Director
Lois B. Vasto
/s/ Henry Smogolski
------------------------------ Director
Henry Smogolski
/s/ Andrew J. Zych
------------------------------ Director
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
December 31, 1999 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. 2000 Stock Option Plan (incorporated by
reference to Exhibit A to Registrant's Proxy Statement, dated
March 22, 2000, relating to the 2000 Annual Meeting of
Shareholders, File No. 0-18121).
5.1 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
5.1).
24.1 Powers of Attorney (included on the signature pages of the
Registration Statement).
8
