Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MFB CORP.
(Exact name of Registrant as specified in its charter)
Indiana 35-1907258
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
121 South Church Street
P.O. Box 528
Mishawaka, Indiana 46546
(Address of Principal Executive Offices) (Zip Code)
MFB CORP. 1997 STOCK OPTION PLAN
(Full title of the plans)
Charles J. Viater
President and Chief Executive Officer
MFB Corp.
121 South Church Street
P.O. Box 528
Mishawaka, Indiana 46546
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
(219) 255-3146
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of
to be to be price per offering registration
registered registered share(1) price(1) fee
- --------------------------------------------------------------------------------
Common Stock,
without par value 150,000 $26.8375 $4,025,625 $1,187.56
================================================================================
(1) Estimated solely to determine the registration fee and based on the
option price of stock options already granted under the Plan and on the
average of the bid and asked sales prices per share of Common Stock of
MFB Corp. on March 10, 1998, as to shares not yet subject to options
granted under the Plan, pursuant to Rule 457(c) and (h).
(2) Any additional shares of Common Stock to be issued as a result of stock
dividends, stock splits, or similar transactions shall be covered by this
Registration Statement as provided in Rule 416.
Page 1 of 8 Pages
Exhibit Index on Page 6
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Document(s) containing information specified by Part I of this Form S-8
Registration Statement ("Registration Statement") will be sent or given to
participants in the MFB Corp. 1997 Stock Option Plan (the "Plan"), as specified
in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "1933 Act").
Such document(s) are not being filed with the Commission but constitute (along
with the documents incorporated by reference into the Registration Statement
pursuant to Item 3 of Part II hereof), a prospectus that meets the requirements
of Section 10(a) of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
Registration Statement:
(1) The annual report of MFB Corp. (the "Registrant") for the year ended
September 30, 1997, filed with the Securities and Exchange Commission
on Form 10-K;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") by the Registrant
since September 30, 1997; and
(3) The description of the capital stock of the Registrant contained in
the Registrant's Registration Statement on Form 8-A, which was filed
with the Commission on February 7, 1994, and all amendments or reports
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections l3(a), 13(c), l4, and l5(d) of the 1934 Act prior to the
filing of a post-effective amendment that indicates that all shares offered
hereby have been sold or that deregisters all shares then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part thereof from the date they are filed.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 13 of the Registrant's Articles of Incorporation, pursuant to
authority contained in the Indiana Business Corporation Law, provides for the
indemnification of the Registrant's officers and directors against expenses,
judgments, settlements, penalties and fines that may be incurred by them in
connection with the defense of any action, suit or proceeding, or in connection
with any appeal therein, to which they are made parties if they acted in good
faith and in a manner they reasonably believed, in the case of conduct in their
official capacity, was in the best interest of the Registrant and, in all other
cases, was not opposed to the best interests of the Registrant and, with respect
to any criminal action or proceeding, they either had reasonable cause to
believe their conduct was lawful or no reasonable cause to believe their conduct
was unlawful. Such indemnification is required in cases where the directors or
officers are successful, on the merits or otherwise, in the defense of any
claim, issue or matter.
<PAGE>
The Registrant also maintains directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits furnished with this registration statement are listed on page
E-1.
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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act; (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 (provided that 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 a
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% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table on 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 clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated by reference in the Registration Statement; (2) that, for the
purpose of determining any liability under the 1933 Act, 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; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered that remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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.
(c) Insofar as indemnification for liabilities arising under the 1933 Act
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 Commission, such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
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 Mishawaka, and the State of Indiana, on this 12th day
of March, 1998.
MFB CORP.
By /s/ Charles J. Viater
-------------------------------------
Charles J. Viater
President and Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints
Charles J. Viater and Timothy C. Boenne, 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 post-effective amendments) 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
under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------------------------------------------------------------------------------
(1) Principal Executive Officer:
/s/ Charles J. Viater President and Chief )
--------------------------- Executive Officer )
Charles J. Viater )
)
(2) Principal Financial and )
Accounting Officer: )
)
)
/s/ Timothy C. Boenne Vice President and )
--------------------------- Controller of Mishawaka )
Timothy C. Boenne Federal Savings )
)
) March 12, 1998
)
(3) A Majority of the Board )
of Directors )
)
)
/s/ M. Gilbert Eberhart Director )
-------------------------- )
M. Gilbert Eberhart )
)
)
/s/ Thomas F. Hums Director )
-------------------------- )
Thomas F. Hums )
)
<PAGE>
)
)
)
/s/ Jonathan E. Kintner Director )
-------------------------- )
Jonathan E. Kintner )
)
)
/s/ Michael J. Marien Director )
-------------------------- )
Michael J. Marien )
)
)
/s/ Marian K. Torian Director ) March 12, 1998
-------------------------- )
Marian K. Torian )
)
)
/s/ Charles J. Viater Director )
-------------------------- )
Charles J. Viater )
)
)
/s/ Reginald H. Wagle Director )
-------------------------- )
Reginald H. Wagle )
)
)
<PAGE>
INDEX TO EXHIBITS
Page No.
In
This
Exhibit No. Description Filing
4.1 Articles of Incorporation of the Registrant are incorporated
by reference to Exhibit 3(1) to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-73098), which was
filed with the Commission on December 17, 1993 *
4.2 By-Laws of the Registrant are incorporated by reference to
Exhibit 3 of the October 15, 1995 Form 8-K of the Registrant *
5 Opinion of Barnes & Thornburg as to the legality of the
securities being registered
23.1 Consent of Crowe, Chizek and Company LLP
23.2 Consent of Barnes & Thornburg is included as part of Exhibit 5
24 Power of Attorney is set forth on page S-1 of this
Registration Statement
(*) Previously filed with the SEC and by this reference incorporated into this
Registration Statement.
EXHIBIT 5
[BARNES & THORNBURG LETTERHEAD]
March 12, 1998
MFB Corp.
121 South Church Street
Mishawaka, Indiana 46546
Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of MFB Corp. (the
"Corporation"), relating to the offer and sale of 150,000 shares of the Common
Stock, without par value, of the Corporation under the MFB Corp. Stock Option
Plan approved by the Corporation's Board of Directors on August 19, 1997, as
amended (the "Plan"). In connection with your request, we have made such
examination of the corporate records and proceedings of the Corporation and
considered such questions of law and taken such further action as we deemed
necessary or appropriate to enable us to render this opinion.
Based upon such examination, we are of the opinion that when the Common
Stock has been purchased and the purchase price therefor has been paid as
contemplated by the Plan and as described in the Registration Statement, as the
same may be amended, and when the Corporation has complied with the Securities
Act of 1933, as amended, and with the securities laws of the State of Indiana
and all other jurisdictions in which the Common Stock is to be sold pursuant to
the exercise of stock options granted under the Plan, the Common Stock will be
legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, however, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Barnes & Thornburg
BARNES & THORNBURG
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference and use of our report, dated
November 3, 1997, on the consolidated financial statements of MFB Corp., which
appears on page 15 of MFB Corp.'s 1997 Annual Report which is incorporated by
reference in MFB Corp.'s Form 10-K for the fiscal year ended September 30, 1997,
in MFB Corp.'s Registration Statement on Form S-8 pertaining to the MFB Corp.
1997 Stock Option Plan.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
South Bend, Indiana
March 12, 1998
