As filed with the Securities and Exchange Commission on June 25, 1997
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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MIDWEST FEDERAL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1725856
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1159 Eighth Street
Baraboo, Wisconsin 53913
(Address of principal executive offices, including zip code)
MIDWEST FEDERAL FINANCIAL CORP. 1997 NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
Gary E. Wegner
President and Chief Executive Officer
Midwest Federal Financial Corp.
1159 Eighth Street
Baraboo, Wisconsin 53913
(Name and address of agent for service)
(608) 356-7771
(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<PAGE>
Proposed Proposed
Amount maximum maximum
Title of to be offering aggregate Amount of
Securities to be registered price offering registration
Registered per share price fee
(1) (1) (1)
Common Stock, 160,000 $19.25 $3,080,000 $934
par value $.01
per share
(1) Estimated on the basis of $19.25, the average of the bid and the
asked prices as quoted on the Nasdaq "Small-Cap" Market on June
23, 1997, pursuant to Rule 457(h).<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Midwest Federal
Financial Corp. (the "Registrant"), are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1996;
(b) The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1997; and
(c) The description of the Registrant's Common Stock, par value
$.01 per share, contained in the Registrant's Form 8-A,
filed with the Commission on June 19, 1992, registering
Registrant s Common Stock under the Securities and Exchange
Act of 1934.
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 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.
Sections 180.0850 to 180.0859 of the Wisconsin Business
Corporation Law set forth circumstances under which directors,
officers, employees and agents may be insured or indemnified against
liability which they may incur in their capacities.
Article XIV of the Registrant s Articles of Incorporation
provides for indemnification of the directors, officers, employees and
agents of the Registrant for expenses actually and reasonably incurred
in connection with the defense or settlement of any threatened,
pending or completed action or suit if such director, officer,
employee or agent acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interest of the<PAGE>
Registrant and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.
The Registrant maintains an insurance policy under which its
officers and directors, and officers and directors of its subsidiary,
Baraboo Federal Bank, FSB, are insured, within limits and subject to
the limitations of the policy, against certain losses arising from any
claim or claims made against them in their respective capacities of
directors and officers. The policy also provides for reimbursement to
the Registrant for any indemnification of such officers and directors.
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 on page 5 hereof.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement
to:
(a) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(b) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information 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 a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement.
(c) Include any additional or changed material information on the
plan of distribution.
provided, however, that paragraphs (a) and (b) above do not apply if
the registration statement is on Form S-3 or S-8, and the information
required to be included in a post-effective amendment is incorporated
by reference from periodic reports filed by the Registrant under the
Securities Exchange Act of 1934.
- 2 -<PAGE>
2. That, for determining liability under the Securities Act of 1933
(the "Act"), treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of
the securities at that time to be the initial bona fide offering.
3. To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
- 3 -<PAGE>
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 City of
Baraboo, State of Wisconsin, on the 17th day of June, 1997.
MIDWEST FEDERAL FINANCIAL CORP.
(Registrant)
By:/s/ Gary E. Wegner
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Gary E. Wegner
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Midwest Federal Financial
Corp. and each of the undersigned officers and directors of Midwest
Federal Financial Corp. hereby constitute and appoint Gary E. Wegner
the true and lawful attorney-in-fact and agent of the undersigned,
with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, in any and all capacities,
to sign all or any amendments (including post-effective amendments) of
and supplements to this Registration Statement on Form S-8 and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, to all intents and purposes and as
fully as said corporation itself and each said officer or director
might or could do in person, hereby ratifying and confirming all that
such attorney-in-fact and agent, or his substitutes, may lawfully 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.
- 4 -<PAGE>
Signature Title Date
--------- ------ -----
/s/ Gary E. Wegner President, Chief June 17,1997
------------------------- Executive Officer
Gary E. Wegner and Director
(Principal
Executive Officer)
Chief Financial June 17, 1997
/s/ Dean C. Carter Officer
------------------------- (Principal
Dean C. Carter Financial and
Accounting Officer)
/s/ George M. McArthur Chairman and June 17, 1997
------------------------ Director
George M. McArthur
/s/ Robert J. Schwarz Vice Chairman and June 17, 1997
------------------------ Director
Robert J. Schwarz
/s/John D. Jenks Director June 17, 1997
------------------------
John D. Jenks
/s/Albert R. Dippel Director June 17, 1997
------------------------
Albert R. Dippel
/s/David M. Gunderson Director June 17, 1997
-------------------------
David M. Gunderson
/s/Dr. James D. Mathers Director June 17, 1997
-------------------------
Dr. James D. Mathers
- 5 -<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page No.
-------- ------------ ----
5 Opinion of Schiff Hardin & Waite. 6
23.1 Consent of McGladrey & Pullen LLP. 7
23.2 Consent of Wipfli Ullrich Bertelson. 8
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). -
- 6 -<PAGE>
Christopher J. Zinski
Direct Dial: (312) 258-5548
EXHIBIT 5
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June 24, 1997
Board of Directors
Midwest Federal Financial Corp.
1159 Eighth Street
Baraboo, Wisconsin 53913-0450
Re: Midwest Federal Financial Corp. -- Registration of 160,000
Shares of Common Stock, Par Value $0.01 Per Share, on Form S-8
--------------------------------------------------------------
Gentlemen:
We have acted as special counsel to Midwest Federal
Financial Corp., a Wisconsin corporation (the "Company"), in
connection with the Company's filing of a Registration Statement on
Form S-8 (the "Registration Statement") relating to the offer and sale
by the Company of 160,000 shares of Common Stock of the Company, par
value $0.01 per share (the "Shares"), pursuant to the Midwest Federal
Financial Corp. 1997 Nonqualified Stock Option Plan (the "Plan"), as
more fully described in the Registration Statement.
In this connection, we have examined such corporate records,
certificates and other documents and have made such other 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
Shares have been duly authorized and, upon issuance and payment
therefor in the manner and upon the terms contemplated in the
Registration Statement and the Plan, will be legally issued, fully
paid and nonassessable (except with respect to assessability in
connection with certain debts of the Company owing to employees for
services performed for the Company, as provided in Section
180.0622(2)(b) of the Wisconsin Business Corporation Law).
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
-6-<PAGE>
EXHIBIT 23.1
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Midwest Federal Financial Corp.
We consent to the incorporation by reference in the registration
statement on Form S-8 pertaining to the 1997 Nonqualified Stock Option
Plan of Midwest Federal Financial Corp., of our report dated January
24, 1997, with respect to the consolidated financial statements of
Midwest Federal Financial Corp., appearing in the annual report on
Form 10-KSB for the year ended December 31, 1996.
/s/ McGladrey & Pullen, LLP
McGladrey & Pullen, LLP
June 18, 1997
Madison, Wisconsin
-7-<PAGE>
EXHIBIT 23.2
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Board of Directors
Midwest Federal Financial Corp.
Baraboo, Wisconsin
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 registration statement of
our report dated January 26, 1996, included in Midwest Federal
Financial Corporation's annual report on Form 10-KSB for the year
ended December 31, 1995, and of our report dated April 15, 1992,
included in Midwest Federal Financial Corp's Form 8-A filed with the
Commission on September 15, 1992, and to all references made to our
firm in this registration statement.
/s/ Wipfli Ullrich Bertelson LLP
Wipfli Ullrich Bertelson LLP
June 18, 1997
Wausau, Wisconsin
-8-<PAGE>
