As filed with the Securities and Exchange Commission on August 13,
1999.
Registration No. 333-
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
Registration Statement
under
The Securities Act of 1933
---------------------------
CENTRAL ILLINOIS BANCORP, INC.
(Exact name of registrant as specified in its charter)
ILLINOIS 37-1203599
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
N27 W24025 PAUL COURT
PEWAUKEE, WISCONSIN 53072
(Address of principal executive offices, including zip code)
(414) 695-6010
(Registrant's telephone number)
CENTRAL ILLINOIS BANCORP, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
DONALD J. STRAKA
SENIOR VICE PRESIDENT, SECRETARY AND
GENERAL COUNSEL
CENTRAL ILLINOIS BANCORP, INC.
N27 W4025 PAUL COURT
PEWAUKEE, WISCONSIN 53072
(Name and address of agent for service)
(414) 695-6010
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
CHRISTOPHER J. ZINSKI
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5548
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed
maximum Proposed
Amount offering maximum
to be price aggregate Amount of
Title of Securities to be Registered registered per share offering price registration fee
(1) (1) (1) (1)
Common Stock, par value $1.00 per share 11,750 (1) $19,608,972.40 $3,579.02
</TABLE>
(1) Estimated pursuant to Rule 457(h) under the Securities Act of
1933 on the basis of the price per share at which options to
acquire 9,685 shares of Common Stock may be exercised and at the
book value per share as of June 30, 1999, for 2,065 shares of
Common Stock for which the option exercise price has not yet been
fixed. 3,520 shares of Common Stock are being carried forward
from Registration Statement No. 333-72949, with respect to which
a registration fee of $1,872.28 was previously paid. The
registration fee noted above reflects the carry over of this
$1,872.28 registration fee. (See Explanatory Note.)
EXPLANATORY NOTE
Central Illinois Bancorp, Inc. (the "Registrant") filed a
Registration Statement on Form S-8 (File No. 333-72949) with the
Securities and Exchange Commission (the "Commission") on February 25,
1999 covering the registration of 3,520 shares initially authorized
for issuance under the Company's 1998 Non-Qualified Employee Stock
Option Plan, 1998 Non-Qualified Director Stock Option Plan, and 1998
Non-Qualified Director Stock Option Plan for Central Illinois Bancorp,
Inc. Subsidiary Directors (the "1998 Plans"). A filing fee of
$1,872.28 was paid in connection with this filing. The Registrant
subsequently adopted the 1999 Stock Option and Incentive Plan (the
"1999 Plan"), effective January 1, 1999. In connection with the
adoption of the 1999 Plan, the 1998 Plans were merged into, and all
options outstanding under the 1998 Plans were assumed by, the 1999
Plan. Accordingly, the total number of shares of Common Stock
available under the 1999 Plan is 11,750, of which 3,520 shares were
previously registered and 8,230 shares are being registered hereunder.
Pursuant to Rule 429 of the Securities Act of 1933, the
prospectus delivered to participants under the 1999 Plan also relates
to the shares previously registered under the 1998 Plans.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Registrant
are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, filed with the Commission on
April 2, 1999, as amended by Amendment No. 1 thereto, filed
with the Commission on Form 10-K/A on April 30, 1999;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1999;
(c) The Registrant's Current Report on Form 8-K dated April 16,
1999; and
(d) The description of the Registrant's Common Stock, par value
$1.00 per share, contained in the Registrant's Registration
Statement on Form 10, filed with the Commission on April 30,
1998, as amended by Amendment No. 1 thereto, filed with the
Commission on June 25, 1998 (as amended, the "Form 10").
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, 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, shall be deemed
incorporated by reference herein and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Articles of Incorporation
provide that directors of the Registrant shall not be personally
liable for any damages for breach of fiduciary duty as a director
except in circumstances involving a breach of a director's duty of
loyalty to the Registrant, acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of the law, or
transactions in which the director derives an improper personal
benefit and in certain other circumstances when liability is imposed
under the Illinois Business Corporation Act.
The Registrant's Amended and Restated Bylaws provide that the
Registrant shall indemnify its officers, directors, employees and
agents against claims or actions and related expenses, including
attorneys' fees, judgments and fines arising as a result of serving at
the request of the Registrant in a similar capacity for another
organization, if the individual acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of
the Registrant, and as to a criminal action, if the individual had no
reasonable cause to believe his conduct was unlawful. This
indemnification is available both with respect to actions by third
parties and derivative actions brought on behalf of the Registrant.
The Registrant also maintains insurance coverage for the benefit
of its directors and officers. This insurance provides coverage for
many types of claims, including some claims for which indemnification
is available as described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement.
ITEM 9. UNDERTAKINGS.
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) 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
in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference
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.
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, where
applicable, 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 the registration statement 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.
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 public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
THE REGISTRANT. 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 Village
of Pewaukee, State of Wisconsin, on July 29, 1999.
CENTRAL ILLINOIS BANCORP, INC.
(Registrant)
By:/s/ J. Michael Straka
-------------------------------------
J. Michael Straka
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints J. Michael Straka and Steven T. Klitzing, or either of them,
as such person's true and lawful attorneys-in-fact to execute in the
name of each such person, and to file, any amendments to this
registration statement that either of such attorneys-in-fact will deem
necessary or desirable to enable them to comply with the Securities
Act of 1933, as amended, and any rules, regulations, and requirements
of the Securities and Exchange Commission with respect thereto, in
connection with the registration of the shares of Common Stock which
are the subject of this registration statement, which amendments may
make such changes in such registration statement as either of the
above-named attorneys-in-fact deems appropriate, and to comply with
the undertakings of the Registrant made in connection with this
registration statement; and each of the undersigned hereby ratifies
all that either of said attorneys will 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
--------- ----- -----
/s/ J. Michael Straka President and Chief Executive July 29, 1999
--------------------------------------------- Officer (Principal Executive Officer)
J. Michael Straka and Director
/s/ Steven T. Klitzing Senior Vice President July 29, 1999
--------------------------------------------- and Chief Financial Officer
Steven T. Klitzing (Principal Financial Officer)
/s/ Jose Araujo Director July 29, 1999
---------------------------------------------
Jose Araujo
/s/ Norman E. Baker Director July 29, 1999
---------------------------------------------
Norman E. Baker
/s/ John T. Bean Director July 29, 1999
---------------------------------------------
John T. Bean
/s/ W. Scott Blake Director July 29, 1999
---------------------------------------------
W. Scott Blake
Director
---------------------------------------------
Steven C. Hillard
/s/ Dean M. Katsaros Director July 29, 1999
---------------------------------------------
Dean M. Katsaros
/s/ Jerry D. Maahs Director July 29, 1999
---------------------------------------------
Jerry D. Maahs
/s/ Donald M. Trilling Director and Chairman of the July 29, 1999
--------------------------------------------- Board of Directors
Donald M. Trilling
/s/ Howard E. Zimmerman Director July 29, 1999
---------------------------------------------
Howard E. Zimmerman
</TABLE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated herein by reference to the Registrant's Form 10, as
filed with the Commission on April 30, 1998, and amended by
Amendment No. 1 thereto, as filed with the Commission on June 25,
1998).
4.2 By-Laws of the Registrant, as amended (incorporated by reference
to the Registrant's Form 10, as filed with the Commission on
April 30, 1998, and amended by Amendment No. 1 thereto, as filed
with the Commission on June 25, 1998).
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of KPMG LLP.
23.2 Consent of Striegel Knobloch & Company, L.L.C.
23.3 Consent of Schiff Hardin & Waite (contained in their opinion
filed as Exhibit 5).
24 Powers of Attorney (contained on the signature pages
hereto).
<PAGE>
EXHIBIT 5
August 10, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549-1004
Re: CENTRAL ILLINOIS BANCORP, INC. - REGISTRATION
STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Central Illinois Bancorp, Inc., an
Illinois corporation (the "Corporation"), in connection with the
Corporation's filing of a Registration Statement on Form S-8 (the
"Registration Statement") relating to the offer and sale by the
Corporation of 11,750 shares of its common stock, $1.00 par value (the
"Common Stock"), as more fully described in the Registration
Statement, through the Central Illinois Bancorp, Inc. 1999 Stock
Option and Incentive Plan (the "1999 Plan"). In this connection, we
have examined such documents and have made such factual and legal
investigations as we have deemed necessary or appropriate for purposes
of this opinion.
Based upon the foregoing, we are of the opinion that the Common
Stock has been duly authorized and, when issued upon payment therefor,
as contemplated in the Registration Statement and the 1999 Plan, will
be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Christopher J. Zinski
------------------------------
Christopher J. Zinski
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Central Illinois Bancorp, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 of Central Illinois Bancorp, Inc., for the 1999 Stock
Option and Incentive Plan, of our report dated March 26, 1999,
relating to the consolidated balance sheet of Central Illinois
Bancorp, Inc. and subsidiaries as of December 31, 1998, and the
related consolidated statements of income, changes in stockholders'
equity, and cash flows for the year then ended, which report appears
in the December 31, 1998, annual report on Form 10-K/A of Central
Illinois Bancorp, Inc..
/s/ KPMG LLP
----------------------------------
KPMG LLP
Chicago, Illinois
August 9, 1999
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANT
To the Stockholders and Board of Directors
CENTRAL ILLINOIS BANCORP, INC.
Pewaukee, Wisconsin
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the 1999 Stock Option
and Incentive Plan of Central Illinois Bancorp, Inc. (the "Company")
of our report dated February 23, 1998, relating to the consolidated
balance sheet of Central Illinois Bancorp, Inc. and Subsidiaries as of
December 31, 1997, and the related consolidated statement of income,
stockholders' equity, and cash flows for the years ended December 31,
1997 and 1996, which report appears in the December 31, 1998, annual
report on Form 10-K/A of Central Illinois Bancorp, Inc.
/s/ Striegel, Knobloch & Company, L.L.C.
--------------------------------------------
Striegel, Knobloch & Company, L.L.C.
Bloomington, Illinois
August 8, 1999
