<PAGE> 1
As filed with the Securities and Exchange Commission on March 27, 1997
Registration No. 333-__________
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
Registration Statement
Under The Securities Act of 1933
-----------------------
ST. FRANCIS CAPITAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
WISCONSIN 6711 39-1747461
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Code Number) Identification No.)
</TABLE>
3545 SOUTH KINNICKINNIC AVENUE
MILWAUKEE, WISCONSIN 53235
(414) 744-8600
-----------------------
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
ST. FRANCIS CAPITAL CORPORATION
1997 STOCK OPTION PLAN
(Full title of the plan)
THOMAS R. PERZ, PRESIDENT
ST. FRANCIS CAPITAL CORPORATION
3545 SOUTH KINNICKINNIC AVENUE
MILWAUKEE, WISCONSIN 53235
(414) 744-8600
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(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
Copies to:
PATRICK J. MARGET, ESQ.
MICHAEL BEST & FRIEDRICH
100 EAST WISCONSIN AVENUE
SUITE 3300
MILWAUKEE, WISCONSIN 53202
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. [x]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
TITLE OF PROPOSED PROPOSED
SECURITIES MAXIMUM MAXIMUM AMOUNT OF
TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE OFFERING FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 220,000(2) $30.00(3) $6,600,000 $2,000
$0.10 par value
per share
- ------------------------------------------------------------------------------------------------------------------------------------
</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 St. Francis Capital Corporation 1997 Stock Option Plan
(the "1997 Option Plan"), as the result of a stock split, stock
dividend or similar adjustment of the outstanding Common Stock of St.
Francis Capital Corporation pursuant to Rule 416(a).
(2) Represents 220,000 shares reserved for issuance under the 1997 Option
Plan.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1). The proposed maximum offering price per
share is based upon the average of the high and low prices for the
shares of Common Stock as reported on the NASDAQ National Market
System on March 21, 1997.
________________________________________________
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.
Total Number of Pages: 7
Exhibit Index on Page: 7
<PAGE> 3
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 AND 2. PLAN INFORMATION AND REGISTRANT INFORMATION AND
EMPLOYEE PLAN ANNUAL INFORMATION.
The information required by Part I (Items 1 and 2) will be
included in documents sent or given to participants in the St. Francis Capital
Corporation 1997 Stock Option Plan (the "1997 Option Plan"). Such documents
are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 in reliance on Rule 428.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by St. Francis Capital
Corporation (the "Company") with the Commission are incorporated herein by
reference and made a part hereof:
(a) The Company's latest Annual Report on Form 10-K for the year
ended September 30, 1996, which includes the consolidated
statements of financial condition of the Company as of
September 30, 1996 and 1995 and the related consolidated
statements of income, changes in shareholders' equity and cash
flows for each of the years in the three year period ended
September 30, 1996, together with the related notes and Report
of Independent Auditors of the Company (dated October 25,
1996).
(b) All other reports filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of
the last fiscal year for which financial statements were
included in the report referred to in (a) above.
(c) The Company's Proxy Statement relating to the Company's Annual
Meeting of Shareholders held on January 22, 1997, filed with
the Commission on December 16, 1996.
(d) The description of the Company's Common Stock contained in the
Company's Prospectus, dated April 22, 1993, and included in
the Company's Registration Statement on Form S-1 (File No.
33-58680) which was declared effective by the Commission on
April 22, 1993.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 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 remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
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<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated under the Wisconsin Business
Corporation Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the Company
is required to indemnify a director or officer, to the extent such person is
successful on the merits or otherwise in the defense of a proceeding, for all
reasonable expenses incurred in the proceeding if such person was a party
because he or she was a director or officer of the Company. In all other
cases, the Company is required by Section 180.0851(2) to indemnify a director
or officer against liability incurred in a proceeding to which such a person
was a party because he or she was a director or officer of the Company, unless
it is determined that he or she breached or failed to perform a duty owed to
the Company and the breach or failure to perform constitutes: (i) a willful
failure to deal fairly with the Company or its shareholders in connection with
a matter in which the director or officer has a material conflict of interest;
(ii) a violation of criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was unlawful; (iii) a transaction from
which the director or officer derived an improper personal profit; or (iv)
willful misconduct. Section 180.0858(1) provides that, subject to certain
limitations, the mandatory indemnification provisions do not preclude any
additional right to indemnification or allowance of expenses that a director or
officer may have under the Company's articles of incorporation, bylaws, a
written agreement or a resolution of the Board of Directors or shareholders.
Section 180.0859 of the WBCL provides that it is the public
policy of the State of Wisconsin to require or permit indemnification,
allowance of expenses and insurance to the extent required to be permitted
under Sections 180.0850 to 180.0858 of the WBCL, for any liability incurred in
connection with a proceeding involving a federal or state statute, rule or
regulation regulating the offer, sale or purchase of securities.
Section 180.0828 of the WBCL provides that, with certain
exceptions, a director is not liable to a corporation, its shareholders, or any
person asserting rights on behalf of the corporation or its shareholders, for
damages, settlements, fees, fines, penalties or other monetary liabilities
arising from a breach of, or failure to perform, any duty resulting solely from
his or her status as a director, unless the person asserting liability proves
that the breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.
Section 180.0833 of the WBCL provides that with certain
exceptions, directors of the Company against whom claims are asserted with
respect to the declaration of improper dividends or distributions to
shareholders or certain other improper acts which they approved are entitled to
contribution from other directors who approved such actions and from
shareholders who knowingly accepted an improper dividend or distribution, as
provided therein. In addition, Articles VIII and IX of the Company's Articles
of Incorporation provide as follows:
"Article VIII. Indemnification."
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 service as
a director or officer of the Corporation or is or was
serving or has agreed to serve at the request of the
Corporation as a director or officer of another
corporation, including, without limitation, any
subsidiary, 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 their capacity as a director or
officer or in any other capacity while serving as
such, shall be indemnified and held harmless to the
fullest extent authorized by the WBCL, as the same
exists or may hereafter be amended (but, in the case
of any amendment, only to the extent the amendment
permits the Corporation to provide broader
indemnification rights than such law permitted prior
to amendment), against all expense, liability and
loss (including attorneys' fees, judgments, fines,
Employee Retirement Income Security Act of 1974
excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered
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<PAGE> 5
by the indemnitee in connection therewith; provided,
however, that, except as provided in Section C of
this Article VIII with respect to proceedings to
enforce rights to indemnification, the Corporation
shall indemnify such indemnitee in connection with a
proceeding (or part thereof) initiated by the
indemnitee only if the proceeding (or part thereof)
was authorized by the Board pursuant to the WBCL on
written request by the indemnitee to the Corporation.
B. The right to indemnification conferred in Section A
of this Article VIII shall include the right to be
paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final
disposition ("advancement of expenses"); provided,
that if the WBCL 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 ("undertaking"), by or
on behalf of the indemnitee, to repay all amounts so
advanced if it is ultimately determined by final
judicial decision from which there is no further
right to appeal ("final adjudication") that the
indemnitee is not entitled to indemnification for
expenses under this Section B or otherwise, together
with a written affirmation by the indemnitee of his
or her good faith belief that he or she has not
breached or failed his or her duties to the
Corporation. The rights to indemnification and to
the advancement of expenses conferred in Sections A
and B of this Article VIII shall be contract rights
and such rights shall continue as to an indemnitee
who has ceased to be a director or officer and shall
inure to the benefit of the indemnitee's heirs,
executors and administrators.
C. The rights to indemnification and to advancement of
expenses conferred in this Article VIII shall not be
exclusive of any other right which any person may
have or hereafter acquire under any statute, these
Articles of Incorporation, By- laws, agreement, vote
of shareholders or directors, or otherwise.
D. 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, regardless of whether the Corporation would
have the power to indemnify such person against such
expense, liability or loss under the WBCL.
E. The Corporation may, as authorized from time to time
by a majority vote of disinterested directors, grant
indemnification and advancement of expenses to any
employee or agent of the Corporation or any person
who is or was serving or has agreed to serve at the
request of the Corporation as an employee or agent of
another corporation, including, without limitation,
any subsidiary of the Corporation, partnership, joint
venture, trust or other enterprise, including service
with respect to an employee benefit plan, to the
fullest extent of this Article VIII permits
indemnification and advancement of expenses for
directors and officers of the Corporation.
"Article IX. Limitation of Liability."
A. A director of this Corporation shall not be
personally liable to the Corporation or its
shareholders, or any person asserting rights on
behalf of the Corporation or its shareholders, for
monetary damages for breach or failure to perform any
duty resulting from his or her status unless the
person asserting liability proves that the breach or
failure to perform constitutes (i) a willful failure
to deal fairly with the Corporation or its
shareholders in a matter in which the director has a
material conflict of interest; (ii) a violation of
criminal law, unless the director had reasonable
cause to believe his or her conduct was lawful;
(iii) a transaction from which the director received
an improper
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<PAGE> 6
personal benefit; or (iv) willful misconduct. If the
WBCL is hereafter amended to authorize corporate
action further eliminating or limiting the personal
liability of directors, the liability of directors of
the Corporation shall be eliminated or limited to the
fullest extent permitted by such law as amended.
Any repeal or modification of the foregoing paragraph
by shareholders of the Corporation shall not
adversely affect any right or protection of a
director existing at the time of such repeal or
modification.
The directors and officers of the Company are included in the
directors' and officers' liability insurance policy applicable to St. Francis
Bank, F.S.B., the Company's wholly-owned federally-chartered stock savings bank
subsidiary ("St. Francis Bank"). The Company has not obtained substitute or
additional directors' and officers' liability coverage for liability which may
be incurred in their capacity as such. St. Francis Bank's insurance policy
provides that, subject to the applicable liability limits and retention
amounts, the insurer will reimburse directors and officers of St. Francis Bank
for a "loss" (as defined in the policy) sustained by a director or officer
resulting from any claim made against them for a "wrongful act" (as defined in
the policy). The policy also provides that, subject to the applicable
liability limits and retention amounts, the insurer will reimburse St. Francis
Bank for a loss for which St. Francis Bank has lawfully indemnified (or is
required or permitted by law to indemnify) a director or officer resulting from
any such claim. Subject to certain exclusions set forth in the policy,
"wrongful act" is defined to mean any actual or alleged error, misstatement,
misleading statement, act or omission, or neglect or breach of duty by the
directors or officers in the discharge of their duties solely in their
capacities as such directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed
in the Exhibit Index on page 7 of this Registration Statement, which Exhibit
Index is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes as follows:
(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; and
(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, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished
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<PAGE> 7
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.
(4) 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit 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.
(5) 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.
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<PAGE> 8
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 of the requirements for filing on Form S-8 and has caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin on
March 27, 1997.
ST. FRANCIS CAPITAL CORPORATION
By: /s/ Thomas R. Perz
-----------------------------
Thomas R. Perz, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas R. Perz and Jon D. Sorenson, and
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
pre-effective and post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them acting singly, full
power and authority to do and perform each and every act and thing necessary
and requisite to be done, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or cause to be done
by virtue hereof.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C>
/s/ Thomas R. Perz President, Chief Executive Officer
- ---------------------------------- and Director (Principal Executive Officer)
Thomas R. Perz
/s/ Jon D. Sorenson Chief Financial Officer and Treasurer
- ---------------------------------- (Principal Financial and Accounting
Jon D. Sorenson Officer)
/s/ John C. Schlosser Director
- ----------------------------------
John C. Schlosser
/s/ Jeffrey A. Reigle Director
- ----------------------------------
Jeffrey A. Reigle
/s/ Rudolph T. Hoppe Director March 27, 1997
- ----------------------------------
Rudolph T. Hoppe
/s/ David J. Drury Director
- ----------------------------------
David J. Drury
/s/ Edward W. Mentzer Director
- ----------------------------------
Edward W. Mentzer
/s/ Edmund O. Templeton Director
- --------------------------
Edmund O. Templeton
</TABLE>
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<PAGE> 9
EXHIBIT INDEX
REGULATION S-K
EXHIBIT NO. DESCRIPTION OF DOCUMENT
Exhibit 4 St. Francis Capital Corporation 1997 Stock Option
Plan
Exhibit 5 Opinion of Michael Best & Friedrich
Exhibit 23.1 Consent of KPMG Peat Marwick LLP
Exhibit 23.2 Consent of Michael Best & Friedrich (included in
Exhibit 5)
Exhibit 24 Power of Attorney (included as part of signature
page)
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<PAGE> 1
ST. FRANCIS CAPITAL CORPORATION
1997 STOCK OPTION PLAN
1. PURPOSE.
The purpose of the St. Francis Capital Corporation (the "Holding
Company") 1997 Stock Option Plan (the "Plan") is to advance the interests of
the Holding Company and its shareholders by providing those key employees and
directors of the Holding Company and its Affiliates, including St. Francis
Bank, F.S.B. (the "Bank"), upon whose judgment, initiative and efforts the
successful conduct of the business of the Holding Company and its affiliates
largely depends, with additional incentive to perform in a superior manner. A
purpose of the Plan is also to attract people of experience and ability to the
service of the Holding Company and its Affiliates.
2. DEFINITIONS.
(a) "Affiliate" means (i) a member of a controlled group of
corporations of which the Holding Company is a member or (ii) an unincorporated
trade or business which is under common control with the Holding Company as
determined in accordance with Section 414(c) of the Internal Revenue Code of
1986, as amended, (the "Code") and the regulations issued thereunder. For
purposes hereof, a "controlled group of corporations" shall mean a controlled
group of corporations as defined in Section 1563(a) of the Code determined
without regard to Section 1563(a)(4) and (e)(3)(C).
(b) "Award" means a grant of Non-statutory Stock Options or
Incentive Stock Options under the provisions of this Plan.
(c) "Board of Directors" or "Board" means the board of directors
of the Holding Company.
(d) "Change in Control" of the Holding Company means a Change in
Control of a nature that: (i) would be required to be reported in response to
Item 1 of the current report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"); or (ii) results in a Change in Control of the Bank or the
Holding Company within the meaning of the Home Owners Loan Act of 1933 and the
Rules and Regulations promulgated by the Office of Thrift Supervision (or its
predecessor agency), as in effect on the effective date of this Plan; or (iii)
without limitation shall be deemed to have occurred at such time as (a) any
"person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Bank or the Holding
Company representing 25% or more of the Bank's or the
<PAGE> 2
Holding Company's outstanding securities ordinarily having the right to vote at
the election of directors except for any securities of the Bank purchased by
the Holding Company in connection with the conversion of the Bank to the stock
form and any securities purchased by the Bank's employee stock benefit plans;
or (b) individuals who constitute the Board on the date hereof (the "Incumbent
Board"), cease for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to the date hereof
whose election was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose nomination for election by
the Holding Company's shareholders was approved by the same Nominating
Committee serving under an Incumbent Board, shall be, for purposes of this
clause (b), considered as though he were a member of the Incumbent Board; or
(c) a plan of reorganization, a merger, consolidation, sale of all or
substantially all the assets of the Bank or the Holding Company or similar
transaction in which the Bank or Holding Company is not the surviving
institution is approved by shareholders and becomes effective; or (d) a proxy
statement soliciting proxies from stockholders of the Holding Company, by
someone other than the current management of the Holding Company, seeking
stockholder approval of a plan of reorganization, merger or consolidation of
the Holding Company or the Bank or similar transaction with one or more
corporations as a result of which the outstanding shares of the class of
securities then subject to such plan or transaction are exchanged for or
converted into cash or Property or securities not issued by the Bank or the
Holding Company shall be distributed and shareholders approve the action
disclosed in the proxy materials.
(e) "Committee" means a committee consisting of two or more
Non-Employee Directors appointed by the Board pursuant to Section 3 hereof.
"Non-Employee Director," as defined in Rule 16b-3 promulgated by the Securities
and Exchange Commission ("SEC") under the Exchange Act, means a director who
(i) is not currently an officer or otherwise employed by the Holding Company or
the Bank, or a parent or other subsidiary of the Holding Company, (ii) does not
receive compensation for consulting services or in any other capacity from the
Holding Company or the Bank in excess of $60,000 in any one year, (iii) does
not possess an interest in and is not engaged in business relationships
required to be reported under Items 404(a) or 404(b) of Regulation S-K
promulgated under the Exchange Act and (iv) is an Outside Director as defined
in Treas. Reg. 1.162-27.
(f) "Common Stock" means the Common Stock of the Holding Company,
par value, $.01 per share.
(g) "Date of Grant" means the date an Award is effective pursuant
to the terms hereof.
2
<PAGE> 3
(h) "Disability" means the permanent and total inability by reason
of mental or physical infirmity, or both, of an Employee to perform the work
customarily assigned to him and the inability of an Outside Director to perform
the services customarily performed by an Outside Director. Additionally, a
medical doctor selected or approved by the Committee must advise the Committee
that it is either not possible to determine when such Disability will terminate
or that it appears probable that such Disability will be permanent during the
remainder of said participant's lifetime.
(i) "Employee" means any person who is currently employed by the
Holding Company or any Affiliate.
(j) "Fair Market Value" means, when used in connection with the
Common Stock on a certain date, the closing price as reported by the National
Association of Securities Dealers Automated Quotation System (as published by
the Wall Street Journal, if published) on such date or if the Common Stock was
not traded on such date, on the next preceding day on which the Common Stock
was traded thereon or the last previous date on which a sale is reported.
(k) "Incentive Stock Option" means an Option granted by the
Committee to a Participant, which Option is designed as an Incentive Stock
Option pursuant to Section 8 of this Plan.
(l) "Non-statutory Stock Option" means an Option granted to a
participant and which is not an Incentive Stock Option.
(m) "Option" means an Award granted under Section 7 or Section 8
of this Plan.
(n) "Outside Director" means a member of the Board of Directors of
the Holding Company or the Bank, not also serving as an Employee of the Holding
Company or any of its Affiliates.
(o) "Participant" means an employee of the Holding Company or its
affiliates chosen by the Committee to participate in the Plan, or an Outside
Director.
(p) "Plan Year(s)" means a calendar year or years commencing on or
after January 1, 1997.
(q) "Termination for Cause" means the termination upon personal
dishonesty, incompetence, willful misconduct, any breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties, or the
willful violation of any law, rule or regulation (other than traffic violations
or similar offenses) or final cease-and-desist order or the material breach of
any provisions of an Employee's employment contract.
3
<PAGE> 4
3. ADMINISTRATION.
The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to establish such rules and
regulations as it sees necessary for the proper administration of the Plan and
to make whatever determinations and interpretations in connection with the Plan
it sees as necessary or advisable with respect to Participants. All
determinations and interpretations made by the Committee shall be binding and
conclusive on such Participants and on their legal representatives and
beneficiaries.
4. TYPES OF AWARDS.
Awards under the Plan may be granted in any one or a combination of:
(a) Non-statutory Stock Options; and
(b) Incentive Stock Options;
as defined in paragraphs 7 and 8 of the Plan.
5. STOCK SUBJECT TO THE PLAN.
Subject to adjustment as provided in Section 14, the maximum number of
shares reserved for purchase pursuant to the exercise of options granted under
the Plan is 220,000 shares of Common Stock of the Holding Company, par value
$.01 per share. Of the total shares of Common Stock available under the Plan,
no more than 50,000 options shall be issued to any Participant in any period of
three (3) calendar years. These shares of Common Stock may be either
authorized but unissued shares or shares previously issued and reacquired by
the Holding Company. To the extent that options are granted under the Plan,
the shares underlying such options will be unavailable for future grants under
the Plan except that, to the extent that options granted under the Plan
terminate, expire or are canceled without having been exercised new Awards may
be made with respect to these shares.
6. ELIGIBILITY.
Officers and other Employees (including Employees who are also
directors of the Holding Company or its Affiliates) shall be eligible to
receive Incentive Stock Options and Non-statutory Stock Options under the Plan.
Outside Directors shall be eligible to receive Non-statutory Stock Options
under the Plan.
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7. NON-STATUTORY STOCK OPTIONS.
7.1 Grant of Non-statutory Stock Options.
(a) Grants to Employees. The Committee may, from time to time,
grant Non-statutory Stock Options to Employees and, upon such terms and
conditions as the Committee may determine, grant Non-statutory Stock Options in
exchange for and upon surrender of previously granted Awards under this Plan.
(b) Grants to Outside Directors. The Board may, from time to
time, grant Non-statutory Stock Options to Outside Directors and, upon such
terms and conditions as the Board may determine, grant Non-statutory Stock
Options in exchange for and upon surrender of previously granted Awards under
this Plan.
(c) Terms of Non-Statutory Options. Non-statutory Stock Options
granted under this Plan are subject to the following terms and conditions:
(i) Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Non-statutory Stock Option shall be
determined on the date the option is granted. Such purchase price shall be
the Fair Market Value of the Holding Company's Common Stock on the Date of
Grant or such greater amount as determined by the Committee with respect to
Employees or by the Board with respect to Outside Directors. Shares may be
purchased only upon full payment of the purchase price. Payment of the
purchase price may be made, in whole or in part, through the surrender of
shares of the Common Stock of the Holding Company at the Fair Market Value of
such shares on the date of surrender determined in the manner described in
Section 2(j) of the Plan.
(ii) Terms of Options. The term during which each
Non-statutory Stock Option may be exercised shall be 10 years from the Date of
Grant, or such shorter period determined by the Committee with respect to
Employees or by the Board with respect to Outside Directors. The Committee
shall determine with respect to Employees, and the Board shall determine with
respect to Outside Directors the date on which each Non-statutory Stock Option
shall become exercisable and may provide that a Non-statutory Stock Option
shall become exercisable in installments. The shares comprising each
installment may be purchased in whole or in part at any time after such
installment becomes purchasable. The Committee may, in its sole discretion,
accelerate the time at which any Non-statutory Stock Option granted to an
Employee may be exercised in whole or in part. The Board may, in its sole
discretion accelerate the time at which any Non-statutory Stock Option granted
to an Outside Director may be exercised in whole or in part. Notwithstanding
the above, in the event of a Change in Control of the Holding Company, all
Non-statutory Stock Options shall become immediately exercisable.
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(iii) Termination of Service. Upon the termination of a
Participant's service for any reason other than Disability, death, retirement
or Termination for Cause, the Participant's Non-statutory Stock Options shall
be exercisable only as to those shares which were immediately purchasable by
the Participant at the date of termination and only for a period of three
months following termination. In the event of Termination for Cause, all
rights under the Participant's Non-statutory Stock Options shall expire upon
termination. In the event of the death, retirement or Disability of any
Participant or a Change in Control, all Non-statutory Stock Options held by the
Participant, whether or not exercisable at such time, shall be exercisable by
the Participant or his legal representatives or beneficiaries of the
Participant for one year or such longer period as determined by the Committee
following the date of the Participant's death, or cessation of service due to
Disability or retirement, or following a Change in Control; provided that in no
event shall the period extend beyond the expiration of the Non-statutory Stock
Option term. For purposes of this Section a Participant who has served as both
an Employee and as a member of the Board of Directors shall have terminated
service only when he has terminated service as both an Employee and a director.
8. INCENTIVE STOCK OPTIONS.
8.1 Grant of Incentive Stock Options.
The Committee may, from time to time, grant Incentive Stock Options to
Employees. Incentive Stock Options granted pursuant to the Plan shall be
subject to the following terms and conditions:
(a) Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock Option shall be not less
than 100% of the Fair Market Value of the Holding Company's Common Stock on the
Date of Grant. However, if a Participant owns Common Stock possessing more
than 10% of the total combined voting power of all classes of Common Stock of
the Holding Company (or under Section 425(d) of the Code is deemed to own
Common Stock representing more than 10% of the total combined voting power of
all such classes of Common Stock), the purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock Option shall not be less
than 110% of the Fair Market Value of the Holding Company's Common Stock on the
Date of Grant. Payment of the purchase price may be made, in whole or in part,
through the surrender of shares of the Common Stock of the Holding Company at
the Fair Market Value of such shares on the date of surrender determined in the
manner described in Section 2(j).
(b) Amounts of Options. Incentive Stock Options may be granted to
any Employee in such amounts as determined by the Committee. In the case of an
option intended to qualify as an
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Incentive Stock Option, the aggregate Fair Market Value (determined as of the
time the option is granted) of the Common Stock with respect to which Incentive
Stock Options granted are exercisable for the first time by the Participant
during any calendar year (under all plans of the Participant's employer
corporation and its parent and subsidiary corporations) shall not exceed
$100,000. The provisions of this Section 8.1(b) shall be construed and applied
in accordance with Section 422(d) of the Code and the regulations, if any,
promulgated thereunder. To the extent an award under this Section 8.1 exceeds
this $100,000 limit, the portion of the award in excess of such limit shall be
deemed a Non-statutory Stock Option.
(c) Terms of Options. The term during which each Incentive Stock
Option may be exercised shall be determined by the Committee, but in no event
shall an Incentive Stock Option be exercisable in whole or in part more than 10
years from the Date of Grant. If at the time an Incentive Stock Option is
granted to an Employee, the Employee owns Common Stock representing more than
10% of the total combined voting power of the Holding Company (or, under
Section 425(d) of the Code, is deemed to own Common Stock representing more
than 10% of the total combined voting power of all such classes of Common
Stock) the Incentive Stock Option granted to such Employee shall not be
exercisable after the expiration of five years from the Date of Grant. No
Incentive Stock Option granted under this Plan is transferable except by will
or the laws of descent and distribution and is exercisable in his lifetime only
by the Employee to whom it is granted.
The Committee shall determine the date on which each Incentive Stock
Option shall become exercisable and may provide that an Incentive Stock Option
shall become exercisable in installments. The shares comprising each
installment may be purchased in whole or in part at any time after such
installment becomes purchasable, provided that the amount able to be first
exercised in a given year is consistent with the terms of Section 422 of the
Code. The Committee may, in its sole discretion, accelerate the time at which
any Incentive Stock Option may be exercised in whole or in part, provided that
it is consistent with the terms of Section 422 of the Code. Notwithstanding
the above, in the event of a Change in Control of the Holding Company, all
Incentive Stock Options shall become immediately exercisable.
(d) Termination of Employment. Upon the termination of a
Participant's service for any reason other than Disability, Change in Control,
death, retirement or Termination for Cause, the Incentive Stock Options shall
be exercisable only as to those shares which were immediately purchasable by
the Participant at the date of termination and only for a period of three
months following termination. In the event of Termination for Cause all rights
under the Participant's Incentive Stock Options shall expire upon termination.
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In the event of death, retirement or Disability of any Employee, all
Incentive Stock Options held by such Participant, whether or not exercisable at
such time, shall be exercisable by the Participant or the Participant's legal
representatives or beneficiaries for one year following the date of the
Participant's death, retirement or cessation of employment due to Disability;
provided, however, that such option shall not be eligible for treatment as an
Incentive Stock Option in the event such option is exercised more than three
months following the date of the Participant's cessation of employment. Upon
termination of the Participant's service due to a Change in Control, all
Incentive Stock Options held by such Participant, whether or not exercisable at
such time, shall be exercisable for a period of one year following the date of
Participant's cessation of employment; provided however, that such option shall
not be eligible for treatment as an Incentive Stock Option in the event such
option is exercised more than three months following the date of the
Participant's cessation of employment. In no event shall the exercise period
extend beyond the expiration of the Incentive Stock Option term. For purposes
of this Section a Participant who has served as both an Employee and as a
member of the Board of Directors shall have terminated service only when he has
terminated service as both an Employee and a director.
(e) Compliance with Code. The options granted under this Section
8 of the Plan are intended to qualify as incentive stock options within the
meaning of Section 422 of the Code, but the Holding Company makes no warranty
as to the qualification of any option as an incentive stock option within the
meaning of Section 422 of the Code.
9. SURRENDER OPTION.
In the event of a Participant's termination of employment (or service
as a Director), the Participant (or the Participant's Personal
representative(s), heir(s), or devisee(s)) may, in a form acceptable to the
Committee make application to surrender all or part of options held by such
Participant in exchange for a cash payment from the Holding Company of an
amount equal to the difference between the Fair Market Value of the Common
Stock on the date of termination and the exercise price per share of the
option on the Date of Grant. Whether the Committee accepts such application or
determines to make payment, in whole or part, is within its absolute and sole
discretion, it being expressly understood that the Committee is under no
obligation to any Participant whatsoever to make such payments. In the event
that the Committee accepts such application and the Holding Company determines
to make payment, such payment shall be in lieu of the exercise of the
underlying option and such option shall cease to be exercisable.
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10. RIGHTS OF A SHAREHOLDER; LIMITED TRANSFERABILITY.
No Participant shall have any rights as a shareholder with respect to
any shares covered by a Non-statutory and/or Incentive Stock Option until the
date of issuance of a stock certificate for such shares. Nothing in this Plan
or in any Award granted confers on any person any right to continue in the
employ of the Holding Company or its Affiliates or to continue to perform
services for the Holding Company or its Affiliates or interferes in any way
with the right of the Holding Company or its Affiliates to terminate a
Participant's services as an officer or other Employee at any time.
No Incentive Stock Option granted under this Plan is transferable
except by will or the laws of descent and distribution and is exercisable in
his or her lifetime only by the Participant to whom it is granted.
Non-statutory Stock Options granted hereunder may be exercised only
during a Participant's lifetime by the Participant, the Participant's guardian
or legal representative or by a permissible transferee. Non-statutory Stock
Options shall be transferable by Participants pursuant to the laws of descent
and distribution upon a Participant's death, and during a Participant's
lifetime, Non-statutory Stock Options shall be transferable by Participants to
members of their immediate family, trusts for the benefit of members of their
immediate family, and charitable institutions ("permissible transferee") to the
extent permitted under Section 16 of the Exchange Act and subject to federal
and state securities laws. The term "immediate family" shall mean any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, sister-in-law, or brother-in-law and
shall include adoptive relationships.
The Committee shall have the authority to establish rules and
regulations specifically governing the transfer of stock options granted under
this Plan as it deems necessary and advisable.
11. AGREEMENT WITH GRANTEES.
Each Award of Options will be evidenced by a written agreement,
executed by the Participant and the Holding Company or its Affiliates which
describes the conditions for receiving the Awards including the date of Award,
the purchase price if any, applicable periods, and any other terms and
conditions as may be required by applicable securities law.
12. DESIGNATION OF BENEFICIARY.
A Participant may, with the consent of the Committee, designate a
person or persons to receive, in the event of death,
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any stock option Award to which the Participant would then be entitled. Such
designation will be made upon forms supplied by and delivered to the Holding
Company and may be revoked in writing. If a Participant fails effectively to
designate a beneficiary, then the Participant's estate will be deemed to be the
beneficiary.
13. DILUTION AND OTHER ADJUSTMENTS.
In the event of any change in the outstanding shares of Common Stock
of the Holding Company by reason of any stock dividend or split,
recapitalization, merger, consolidation, spin-off, reorganization, combination
or exchange of shares, or other similar corporate change, or other increase or
decrease in such shares without receipt or payment of consideration by the
Holding Company, the Committee will make such adjustments to previously granted
Awards, to prevent dilution or enlargement of the rights of the Participant,
including any or all of the following:
(a) adjustments in the aggregate number or kind of shares of
Common Stock which may be awarded under the Plan;
(b) adjustments in the aggregate number or kind of shares of
Common Stock covered by Awards already made under the Plan;
(c) adjustments in the purchase price of outstanding Incentive
and/or Non-statutory Stock Options.
No such adjustments may, however, materially change the value of
benefits available to a Participant under a previously granted Award.
14. WITHHOLDING.
There may be deducted from each distribution of cash and/or Common
Stock under the Plan the amount of tax required by any governmental authority
to be withheld.
15. AMENDMENT OF THE PLAN.
The Board of Directors may at any time, and from time to time, modify
or amend the Plan in any respect; provided however, that Sections 7.1 and 8.1
governing grants shall not be amended more than once every six months other
than to comport with the Code or the Employee Retirement Income Security Act of
1974, as amended, if applicable.
The Board may determine that shareholder approval of any amendment to
this Plan may be advisable for any reason, including but not limited to, for
the purpose of obtaining or retaining any
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statutory or regulatory benefits under tax, securities or other laws or
satisfying applicable stock exchange listing requirements.
No such termination, modification or amendment may affect the rights
of a Participant under an outstanding Award.
16. EFFECTIVE DATE OF PLAN.
The Plan shall become effective as of the date the Plan is approved by
shareholders at an annual or special meeting of shareholders (the "Effective
Date"). The Plan also shall be presented to shareholders of the Holding
Company for ratification for purposes of: (i) satisfying one of the
requirements of Section 422 of the Code governing the tax treatment for
Incentive Stock Options; and (ii) maintaining listing on the NASDAQ National
Market System.
17. TERMINATION OF THE PLAN.
No Awards under the Plan shall be granted more than ten (10) years
after the Effective Date of the Plan. The Board of Directors has the right to
suspend or terminate the Plan at any time. No termination shall, without the
consent of a Participant, adversely affect such individual's rights under a
previously granted award.
18. APPLICABLE LAW.
The Plan will be administered in accordance with the laws of the State
of Wisconsin to the extent not Preempted by Federal law as now or hereafter in
effect.
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19. COMPLIANCE WITH SECTION 16.
With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the
extent any provision of the Plan or action by the Committee fails to so comply,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee.
12/14/96 /s/ Thomas R. Perz
- -------------------- ------------------------
Date Adopted (Signature)
Title
1/22/97 /s/ Brian T. Kaye
- -------------------- ------------------------
Date Approved by Secretary
Stockholders
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EXHIBIT 5
[MICHAEL BEST & FRIEDRICH ATTORNEYS AT LAW LETTERHEAD]
March 27, 1997
St. Francis Capital Corporation
3545 South Kinnickinnic Avenue
Milwaukee, WI 53235-3700
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
You have requested our opinion as to the legality of 220,000 shares of
Common Stock, $1.00 par value per share, of St. Francis Capital Corporation
(the "Company") being registered with the Securities and Exchange Commission
pursuant to a Registration Statement on Form S-8. As your counsel, we have
examined such records and other documents as we deemed necessary for the
purposes of this opinion and considered such questions of law as we believe to
be involved. Based upon such examination and consideration, it is our opinion
that the shares of Common Stock will, when issued and sold in accordance with
the provisions of the St. Francis Capital Corporation 1997 Stock Option Plan
under which they are granted, be validly issued, fully paid and nonassessable
shares of Common Stock of the Company (except as may be provided in Section
180.0622(2)(b) of the Wisconsin Statutes, as judicially interpreted, which may
require further assessment for unpaid wages to employees under certain
circumstances).
We give our consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 and the use of our name in connection
therewith.
Very truly yours,
MICHAEL BEST & FRIEDRICH
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
St. Francis Capital Corporation
We consent to the use of our reports incorporated herein by reference.
KPMG Peat Marwick LLP
Milwaukee, Wisconsin
March 24, 1997
