<PAGE>
As filed with the Securities and Exchange Commission on May 17, 1996
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________
STANDARD FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-3941870
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
800 BURR RIDGE PARKWAY
BURR RIDGE, ILLINOIS 60521
(Address of principal executive offices)
__________________
STANDARD FINANCIAL, INC. STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
(Full title of the plan)
__________________
RANDALL R. SCHWARTZ
VICE PRESIDENT AND GENERAL COUNSEL
STANDARD FINANCIAL, INC.
800 BURR RIDGE PARKWAY
BURR RIDGE, ILLINOIS 60521
(Name and address of agent for service)
(708) 986-4900
(Telephone number, including area code, of agent for service)
With copies to:
RICHARD A. SIRUS, ESQ.
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
(312) 984-3100
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1)(2) per Share(2) Offering Price(2) Registration Fee(2)
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 Par Value 341,000 $15.125 $5,157,625 $1,779.00
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act, this Registration
Statement also registers such indeterminate number of additional shares as
may be issuable under the Plan in connection with share splits, share
dividends or similar transactions.
(2) Estimated pursuant to Rule 457(h) under the Act solely for the purpose of
calculating the registration fee and based, in accordance with Rule 457(c),
upon the average of the high and low prices of the shares of the
Registrant's Common Stock as reported on the Nasdaq Stock Market on May 10,
1996.
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- -------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the Standard Financial, Inc. Stock
Option Plan for Outside Directors (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities 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 Securities Act.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by Standard
Financial, Inc. (the "Company") with the Commission are hereby incorporated by
reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1995 (File No. 0-24082), filed with
the Commission on April 1, 1996.
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Form 10-K referred to in
(a) above.
(c) The description of the Company's Common Stock, par value
$0.01 per share, contained in Item 1 of the Company's
Registration Statement on Form 8-A (File No. 0-24082),
originally filed with the Commission on May 9, 1994, and
all amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, 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 into this Registration
Statement and to be a part thereof from the date of the filing of such
documents. Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the prospectus
which is a part hereof (the "Prospectus") to the extent that a statement
contained herein or therein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein or therein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the General Corporation Law of the State of
Delaware (being Chapter 1 of Title 8 of the Delaware Code), Articles X and XI of
the Company's Certificate of Incorporation provide as follows:
ARTICLE X
INDEMNIFICATION
A. Each person who was or is made a party or is
threatened to be made a party to or otherwise involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a Director or
an Officer of the Corporation or is or was serving at the
request of the Corporation as a Director, Officer, employee
or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to any
II-1
<PAGE>
employee benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity
as a Director, Officer, employee or agent or in any other capacity
while serving as a Director, Officer, employee or agent shall be
indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment)
against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid
in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith; provided, however, that, except as provided in
Section C hereof with respect to such proceedings to enforce rights
to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the
Corporation.
B. The right to indemnification conferred in Section A
of this Article X shall include the right to be paid by the
Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"); provided, however, that if the
Delaware General Corporation Law requires an advancement of
expenses incurred by an indemnitee in his or her capacity as a
Director or Officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including,
without limitation, services to an employee benefit plan) shall
be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which
there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be
indemnified for such expenses under this Section or otherwise.
The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article X shall
be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a Director, Officer, employee
or agent and shall inure to the benefit of the indemnitee's
heirs, executors and administrators.
C. If a claim under Sections A and B of this Article X
is not paid in full by the Corporation within sixty days after
a written claim has been received by the Corporation, except in
the case of a claim for an advancement of expenses, in which
case the applicable period shall be twenty days, the indemnitee
may at any time thereafter bring suit against the Corporation
to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the indemnitee shall be entitled
to be paid also the expenses of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought
by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by
the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking the Corporation shall be
entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the
indemnitee has met the applicable standard of conduct, set
forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that
the indemnitee has not met such applicable standard of conduct,
shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any
suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or
by the Corporation to
II-2
<PAGE>
recover an advancement of expenses hereunder, or by the Corporation
to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses,
under this Article X or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement
of expenses conferred in this Article X shall not be exclusive
of any other right which any person may have or hereafter
acquire under any statute, the Corporation's Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or
Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its
expense, to protect itself and any Director, Officer, employee
or agent of the Corporation or subsidiary or affiliate or
another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or
not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the
Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from
time to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any
employee or agent of the Corporation to the fullest extent of
the provisions of this Article X with respect to the
indemnification and advancement of expenses of Directors and
Officers of the Corporation.
ARTICLE XI
ELIMINATION OF DIRECTORS' LIABILITY
A Director of this Corporation shall not be personally
liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director, except for
liability (i) for any breach of the Director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section
174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is
amended to authorize corporation action further eliminating or
limiting the personal liability of Directors, then the
liability of a Director of the Corporation shall be eliminated
or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Any appeal or modification of the foregoing paragraph by
the stockholders of the Corporation shall not adversely affect
any right or protection of a Director of the Corporation
existing at the time of such repeal or modification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
II-3
<PAGE>
ITEM 8. EXHIBITS.
See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by reference.
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 the Registration Statement
to include: (i) any prospectus required by Section 10(a)(3) of the
Securities Act; (ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement; and (iii) 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 provisions (i) and
(ii) of this undertaking are inapplicable if the information to be
filed thereunder is contained in periodic reports filed by the
Company pursuant to Sections 13 or 15(d) of the Exchange Act and
incorporated by reference into the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange 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
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provision, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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
of expenses incurred or paid by a director, officer or controlling person 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 Securities Act and will be governed by the final
adjudication of such issue.
II-4
<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 Burr Ridge, State of Illinois, on May 16, 1996.
STANDARD FINANCIAL, INC.
By: /s/ David H. Mackiewich
------------------------------------
David H. Mackiewich, Chairman of the
Board, President and Chief Executive
Officer
By: /s/ Thomas M. Ryan
----------------------------------
Thomas M. Ryan, Executive Vice
President, Chief Financial Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints David H. Mackiewich and Thomas M. Ryan, and each
of them, his true and lawful attorney-in-fact and agent, each with full power of
substitution and re-substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities to sign any or all amendments
(including 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
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, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or the undersigned's substitute or 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 each of the following persons in the
capacities indicated on the dates indicated below.
SIGNATURE TITLE
- --------- -----
/s/ David H. Mackiewich Chairman of the Board, President and
- ------------------------- Chief Executive Officer
David H. Mackiewich
/s/ Thomas M. Ryan Executive Vice President, Chief Financial and
- ------------------------- Operating Officer (principal financial and
Thomas M. Ryan accounting officer) and Director
/s/ Stasys J. Baras Director
- -------------------------
Stasys J. Baras
S-1
<PAGE>
SIGNATURE TITLE
- --------- -----
/s/ John A. Brdecka Director
- ---------------------------
John A. Brdecka
/s/ Fred V. Gwyer Director
- ---------------------------
Fred V. Gwyer
/s/ George W. Lane Director
- ---------------------------
George W. Lane
/s/ Tomas A. Kisielius Director
- ---------------------------
Tomas A. Kisielius
/s/ Sharon Reese Dalenberg Director
- ---------------------------
Sharon Reese Dalenberg
/s/ Albert M. Petkus Director
- --------------------------
Albert M. Petkus
S-2
<PAGE>
STANDARD FINANCIAL, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Incorporated
Exhibit Description Herein by Filed Sequential
No. Reference To Herewith Page No.
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4.1 Certificate of Exhibit 3.1 to the Registration
Incorporation of Standard Statement on Form S-1 filed with
Financial, Inc. the Commission by Standard Financial,
Inc. on March 18, 1994, as amended
(SEC File No. 33-76596)
4.2 Bylaws of Standard Exhibit 3.2 to the Registration
Financial, Inc. Statement on Form S-1 filed with
the Commission by Standard
Financial, Inc. on March 18,
1994, as amended (SEC File No.
33-76596)
4.3 Specimen Stock Exhibit 4.1 to the Registration
Certificate of Standard Statement on Form S-1 filed with
Financial, Inc. the Commission by Standard
Financial, Inc. on March 18,
1994, as amended (SEC File No.
33-76596)
5.1 Opinion of Barack, X
Ferrazzano, Kirschbaum
& Perlman
23.1 Consent of Ernst & Young LLP X
23.2 Consent of Barack, Included in
Ferrazzano, Kirschbaum Exhibit 5.1
& Perlman
24.1 Power of Attorney Included on
Signature Page
to this
Registration
Statement
99.1 Standard Financial, Inc. X
Stock Option Plan for
Outside Directors
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</TABLE>
<PAGE>
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
TELEPHONE: (313) 984-3100
FAX: (312) 984-3150
May 17, 1996
Standard Financial, Inc.
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521
Ladies and Gentlemen:
We have acted as special counsel to Standard Financial, Inc., a Delaware
corporation (the "Company"), in connection with the proposed offering of 341,000
shares of its common stock, $0.01 par value ("Common Shares"), pursuant to the
Standard Financial, Inc. Stock Option Plan For Outside Directors Plan (the
"Offering") as described in the Form S-8 Registration Statement to be filed with
the Securities and Exchange Commission (the "SEC") on or about May 17, 1996 (the
"Registration Statement"). Capitalized terms used, but not defined, herein
shall have the meanings given such terms in the Registration Statement. You
have requested our opinion concerning certain matters in connection with the
Offering.
We have made such legal and factual investigation as we deemed necessary
for purposes of this opinion. In our investigation, we have assumed the
genuineness of all signatures, the proper execution of all documents submitted
to us as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of such copies.
In arriving at the opinions expressed below, we have reviewed and examined
the following documents:
a. the Certificate of Incorporation of the Company filed with the
Secretary of State of the State of Delaware on March 9, 1994, as
amended, and the Company's Bylaws;
b. the Registration Statement, including the prospectus constituting a
part thereof (the "Prospectus");
c. Resolutions of the board of directors of the Company (the "Board")
relating to the Offering; and
d. a form of share certificate representing the Common Shares approved by
the Board.
<PAGE>
Standard Financial, Inc.
May 15, 1996
Page 2
We call your attention to the fact that our firm only requires lawyers to
be qualified to practice law in the State of Illinois and, in rendering the
foregoing opinions, we express no opinion with respect to any laws relevant to
this opinion other than the Securities Act of 1933, as amended, and the rules
and regulations thereunder, the laws and regulations of the State of Illinois,
the General Corporation Law of the State of Delaware and United States federal
law.
Based upon the foregoing, but assuming no responsibility for the accuracy
or the completeness of the data supplied by the Company and subject to the
qualifications, assumptions and limitations set forth herein, it is our opinion
that:
1. The Company has been duly organized and is validly existing in good
standing under the laws of the State of Delaware and has due corporate authority
to carry on its business as it is presently conducted.
2. The Company is authorized to issue up to 25,000,000 Common Shares, of
which 16,697,441 Common Shares were issued and were outstanding as of April 30,
1996.
3. When the Registration Statement shall have been declared effective by
order of the SEC and the Common Shares to be sold thereunder shall have been
issued and sold upon the terms and conditions set forth in the Registration
Statement, then such Common Shares will be legally issued, fully paid and non-
assessable.
We express no opinion with respect to any specific legal issues other than
those explicitly addressed herein. We assume no obligation to advise you of any
change in the foregoing subsequent to the date of this letter (even though the
change may affect the legal conclusions stated in this letter).
We hereby consent (i) to be named in the Registration Statement, and in the
Prospectus, as attorneys who will pass upon the legality of the Common Shares to
be sold thereunder and (ii) to the filing of this opinion as an Exhibit to the
Registration Statement.
Sincerely,
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Standard Financial, Inc. Stock Option Plan For Outside
Directors of our report dated January 26, 1996, with respect to the consolidated
financial statements of Standard Financial, Inc. incorporated by reference in
its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
May 15, 1996
Chicago, Illinois
<PAGE>
Exhibit 99.1
STANDARD FINANCIAL, INC.
STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
1. PURPOSE.
The purpose of the Standard Financial, Inc. Stock Option Plan for Outside
Directors (the "Plan") is to advance the interests of the Company through
providing Directors of the Company and Affiliates who are not Employees with the
opportunity to acquire Shares. By encouraging such stock ownership, the Company
seeks to attract, retain and motivate the best available personnel for Director
positions and to provide additional incentive to Directors of the Company or any
Affiliate to promote the success of the business.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.
(b) "Agreement" shall mean an agreement entered into in accordance
with Section 5(c).
(c) "Awards" shall mean grants of Options unless the context clearly
indicates a different meaning.
(d) "Bank" shall mean Standard Federal Bank for savings.
(e) "Board" shall mean the Board of Directors of the Company.
(f) "Cause" shall have the meaning set forth in any unexpired
employment or change in control agreement between the Participant and the
Company or an Affiliate (and, in the absence of any such agreement, shall mean
personal dishonesty, 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 or a final cease and desist order
which results in a material loss to the Company or any Affiliate.)
(g) "Change in Control" shall mean:
(1) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board of Directors
of the Company or the Bank cease for any reason to constitute a
majority thereof, unless the election or nomination for election
of each new director was approved by a vote of at least two-
thirds of the board members then still in office who were board
members at the beginning of the period or who were similarly
nominated;
(2) a change in control of the Company or the Bank as described
in 12 C.F.R. Section 574.4(a) occurs;
<PAGE>
(3) the Board of Directors of the Company or the Bank adopts a
resolution to the effect that a Change in Control of the Company
or the Bank for purposes of this Plan has occurred;
(4) an event of a nature that the Company would be required to
report in response to item 1(a) of the current report on Form 8-K
as in effect on the date of this Plan, pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), occurs;
(5) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the "beneficial owner"
(as such term is defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company or the Bank
representing 20% or more of the Company's or the Bank's
outstanding securities except for any securities of the Bank
purchased by the Company in connection with the conversion of the
Bank to stock form, any securities purchased by the Bank's
employee stock ownership plan and trust and any person who
becomes a 20% beneficial owner solely as a result of stock
repurchases by the Company; or
(6) a plan of reorganization, merger, consolidation, sale or
liquidation of all or substantially all assets of the Company or
the Bank or a similar transaction occurs in which the Company or
the Bank is not the resulting entity.
(h) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(i) "Committee" shall mean the Committee appointed by the Board in
accordance with Section 5(a).
(j) "Common Stock" shall mean the common stock, par value $.01 per
share, of the Company.
(k) "Company" shall mean Standard Financial, Inc., a Delaware
corporation.
(l) "Continuous Service" shall mean continuous service without any
interruption or termination as a Director of the Company or an Affiliate.
(m) "Director" shall mean any member of the Board or the Advisory
Board of Directors of the Company, or the Board of Directors or the Advisory
Board of Directors of the Bank.
(n) "Disability" means permanent and total disability as defined in
Section 22(e)(3) of the Code.
(o) "Effective Date" shall mean the effective date referred to in
Section 12.
(p) "Employee" shall mean any person employed by the Company or an
Affiliate.
(q) "Exercise Price" shall mean the price per Optioned Share at which
an Option may be exercised.
(r) "Market Value" shall mean the fair market value of the Common
Stock, as determined under Section 6(b).
<PAGE>
(s) "Normal Retirement Age" shall mean attainment of age 65 and
completion of five years of service with the Company or any Affiliate.
(t) "Option" means an option to purchase Common Stock which meets the
requirements set forth in the Plan.
(u) "Optioned Shares" shall mean Shares subject to an Option.
(v) "Participant" shall mean any person who receives an Award.
(w) "Plan" shall mean the Standard Financial, Inc. Stock Option Plan
for Outside Directors.
(x) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Exchange Act.
(y) "Share" shall mean one share of Common Stock.
3. TERM.
The Plan shall remain in effect until the earlier of (i) termination by
the Board, or (ii) the distribution of all Shares subject to Awards; provided,
however, that in no event shall any Award be granted after ten years from the
Effective Date.
4. SHARES SUBJECT TO THE PLAN.
Except as otherwise required by Section 7, the aggregate number of Shares
deliverable pursuant to Awards under this Plan and any other Company stock
option plan established during the one year period following the Bank's
conversion from mutual to stock form shall not exceed 10% of the Shares issued
in such conversion (the "Awardable Shares"). In addition, no Director may be
granted Awards in excess of 5% of the Awardable Shares. Such Shares may either
be authorized but unissued Shares or Shares held in treasury. If an Award
should expire, become unexercisable or be forfeited for any reason without
having been exercised or becoming vested in full, the Optioned Shares covered by
the Award shall, unless the Plan shall have been terminated, be available for
the grant of additional Awards under the Plan.
5. ADMINISTRATION.
(a) COMPOSITION OF THE COMMITTEE. The Plan shall be administered by the
Committee, which shall consist of not less than three members of the Board.
Members of the Committee shall serve at the pleasure of the Board. In the
absence at any time of a duly appointed Committee, the Plan shall be
administered by the Board.
(b) POWERS OF THE COMMITTEE. Except as limited by the express provisions of
the Plan or by resolutions adopted by the Board, the Committee shall have sole
and complete authority and discretion (1) to interpret the Plan, (2) to
prescribe, amend and rescind rules and regulations relating to the Plan, and (3)
to make determinations necessary or advisable for the administration of the
Plan. The Committee shall have and may exercise such other power and authority
as may be delegated to it by the Board from time to time.
<PAGE>
A majority of the entire Committee shall constitute a quorum and the action of a
majority of the members present at any meeting as which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be deemed the action of the Committee. Notwithstanding the foregoing, the Plan
shall in all instances be administered and interpreted to comply with the
regulations of the Office of Thrift Supervision, Department of the Treasury, and
any successor thereto.
(c) AGREEMENT. Each Award shall be evidenced by an Agreement. Each Agreement
shall be in writing and shall contain such provisions as may be approved by the
Committee. Each Agreement shall constitute a binding contract between the
Company and the Participant, and every Participant, upon acceptance of an
Agreement, shall be bound by the terms and restrictions of the Plan and of such
Agreement. The terms of each Agreement shall be in accordance with the Plan, but
each Agreement may include such additional provisions and restrictions not
inconsistent with the terms of the Plan as may be determined by the Committee,
in its discretion. The Committee shall set forth in each Agreement the Exercise
Price of the Award and the number of Shares subject to, and the expiration date
of, the Award.
The Chairman of the Committee and such other officers as shall be
designated by the Committee are hereby authorized to execute Agreements on
behalf of the Company and to cause them to be delivered to Participants.
(d) EFFECT OF THE COMMITTEE'S DECISIONS. All decisions, determinations and
interpretations of the Committee shall be final and conclusive on all persons
affected thereby.
(e) INDEMNIFICATION. In addition to such other rights of indemnification as
they may have, the members of the Committee shall be indemnified by the Company
in connection with any claim, action, suit or proceeding relating to any action
taken or failure to act under or in connection with the Plan or any Award to the
full extent provided for under the Company's charter or bylaws with respect to
the indemnification of Directors.
6. GRANT OF OPTIONS.
(a) AUTOMATIC GRANTS. Each person who is a Director on the Effective Date
shall receive, on the Effective Date (provided he is not an Employee but is a
Director on said date), Options to purchase 1/11th of the Shares reserved under
Section 4, at an Exercise Price per Share equal to its Market Value on the date
of grant.
Each Director who joins the Board after the Effective Date and is not
then an Employee shall receive, on the date of joining the Board, Options to
purchase a number of Shares equal to the number of Shares with respect to which
Options were granted to each Director listed in paragraph (a) above on the
Effective Date (or, if less, the number of Shares remaining in the Shares
reserved under Section 4), at an Exercise Price per Share equal to its Market
Value on the date of grant.
(b) STANDARDS FOR DETERMINING EXERCISE PRICE. If the Common Stock is listed
on a national securities exchange (including the NASDAQ National Market System)
on the date in question, then the Market Value per Share shall be not less than
the average of the highest and lowest selling price on such exchange on such
date, or if there were no sales on such date, then the Exercise Price shall be
not less than the mean between the bid and asked price on such date. If the
Common Stock is traded otherwise than on a national securities exchange on the
date in question, then the Market Value per Share shall be not less than the
mean between the bid and asked price on such date, or, if there is no bid and
asked price on such date,
<PAGE>
then on the next prior business day on which there was a bid and asked price. If
no such bid and asked price is available, then the Market Value per Share shall
be its fair market value as determined by the Committee, in its sole and
absolute discretion.
(c) VESTING.
(i) Each Award shall be vested at the rate of 20% on the first
anniversary of the date of grant and 20% annually thereafter as long as the
Participant has been in Continuous Service as a Director since such date. If the
Continuous Service of a Participant as a Director is terminated prior to the
time his Award is 100% vested for any reason except death, Disability, or after
attainment of Normal Retirement Age, the Participant shall forfeit the unvested
portion of such Award.
(ii) Each Award held by a Participant whose Continuous Service as a
Director terminates due to death, Disability or after attainment of Normal
Retirement Age, shall become 100% vested as of the Participant's last day of
Continuous Service as a Director.
(d) TERMS OF EXERCISE. Options may be exercised from time to time by
(i) written notice of intent to exercise the Option with respect to all or a
specified number of the vested Optioned Shares, and (ii) payment to the Company
(contemporaneously with the delivery of such notice), in cash, in Common Stock,
or a combination of cash and Common Stock, of the amount of the Exercise Price
for the number of the Optioned Shares with respect to which the Option is then
being exercised. Each such notice and payment shall be delivered, or mailed by
prepaid registered or certified mail, addressed to the Treasurer of the Company
at the Company's executive offices. Common Stock utilized in full or partial
payment of the Exercise Price for options shall be valued at its Market Value at
the date of exercise. An Option may not be exercised for a fractional Share.
Options may be exercised only while the Participant is a Director of the
Company, or within one year after termination of the Participant's Continuous
Service as a Director. In the event of such Director's death during the term of
his directorship, Options may be exercised within one year from the date of his
death by the personal representatives of his estate or person or persons to whom
his rights under such Option shall have passed by will or by laws of descent and
distribution, but in no event later than the date on which such Options would
otherwise expire.
In the event of the death of a Participant who holds exercisable Options,
the Committee may, in its sole and absolute discretion, within 90 days after the
Participant's death, redeem such Options by paying to the personal
representatives of his estate or to the person or persons to whom his rights
under such Option shall have passed by will or by laws of descent and
distribution, an amount equal to the difference between (i) the Market Value, as
of the date of the Participant's death, of the Shares subject to such Options,
and (ii) the Option Price of such Options.
(e) EFFECT OF THE COMMITTEE'S DECISIONS. The Committee's determination
whether a Participant's Continuous Service has ceased and the effective date
thereof shall be final and conclusive on all persons affected thereby.
7. EFFECT OF CHANGES IN COMMON STOCK.
(a) RECAPITALIZATIONS, STOCK SPLITS, ETC. The number and kind of shares
reserved for issuance under the Plan, the number and kind of shares subject to
outstanding Awards, and the Exercise Price thereof shall
<PAGE>
be proportionately adjusted by the Committee for any stock dividend or split,
recapitalization, merger, consolidation spinoff reorganization, combination or
exchange of shares, or other similar corporate change, or other increase or
decrease in such shares effected without receipt or payment of consideration by
the Company.
(b) CORPORATE TRANSACTIONS. In the event of (i) the liquidation or
dissolution of the Company, (ii) a merger or consolidation in which the Company
is not the surviving entity, or (iii) the sale or disposition of all or
substantially all of the Company's assets (any of the foregoing to be referred
to herein as a "Transaction"), all outstanding Awards shall be surrendered. With
respect to each Award so surrendered, the Committee shall in its sole and
absolute discretion determine whether the holder of the surrendered Award shall
receive --
(1) a modified or adjusted Award; or
(2) a cash payment (from the Company or the successor corporation),
in an amount equal to the Market Value of the Award on the date of the
Transaction, less the Exercise Price of the Award.
(c) CONDITIONS AND RESTRICTIONS. If, by reason of any adjustment made pursuant
to this section, a Participant becomes entitled to new, additional, or different
shares of stock or securities, such new, additional, or different shares of
stock or securities shall thereupon be subject to all of the conditions and
restrictions which were applicable to the Shares pursuant to the Award before
the adjustment was made.
(d) OTHER ISSUANCES. Except as expressly provided in this section, the
issuance by the Company or an Affiliate of shares of stock of any class, or of
securities convertible into shares or stock of another class, for cash or
property or for labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect, and no adjustment
shall be made with respect to, the number, class, or Exercise Price of Shares
then subject to Awards or reserved for issuance under the Plan.
8. CHANGE IN CONTROL.
Notwithstanding the foregoing and any contrary provision of any Award,
for a period of 90 days beginning on the date of a Change in Control, all Awards
shall be immediately exercisable and fully vested. At the time of a Change in
Control, the Participant shall be entitled to receive cash in an amount equal to
the excess of the Market Value of the Common Stock subject to an Option over the
Exercise Price of such Shares, in exchange for the cancellation of such Options
by the Participant. In no event may an Option be cancelled in exchange for cash
within the six-month period following the date of its grant.
9. AWARDS NOT TRANSFERABLE.
Awards may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution.
10. TIME OF GRANTING AWARDS.
The date of grant of an Award shall, for all purposes, be the date on
which the Committee grants such Award. Notice of the grant shall be given to
each Participant to whom an Award is so granted within a reasonable time after
the date of such grant.
<PAGE>
11. EFFECTIVE DATE.
The Plan shall become effective upon approval of the Plan by the
stockholders of the Company. No Award may be made prior to such time.
12. APPROVAL BY STOCKHOLDERS.
The Plan shall be submitted for approval by the affirmative vote of a
majority of the securities of the Company present, or represented, or entitled
to vote at a duly called annual or special meeting of the stockholders of the
Company, or any adjournment thereof, held no earlier than six months after
completion of the Bank's conversion from mutual to stock form but within 12
months of the effective date of such conversion.
13. MODIFICATION OF AWARDS.
At any time, and from time to time, the Board may authorize the Committee
to direct execution of an instrument providing for the modification of any
outstanding Award, provided no such modification shall confer on the holder of
an Award any right or benefit which could not be conferred on him by the grant
of a new Award at such time, or impair the Award, without the consent of the
holder of the Award.
14. AMENDMENT AND TERMINATION.
The Board may at any time and from time to time amend the terms of the
Plan and, with respect to any Shares at the time not subject to Awards, suspend
or terminate the Plan; provided that (i) any amendment of the Plan shall be
approved by stockholders to the extent that such stockholder approval is
necessary to comply with applicable provisions of the Code, rules promulgated
pursuant to Section 16 of the Exchange Act, applicable state law, or NASD or
exchange listing requirements, (ii) no amendment may provide for an Exercise
Price below Market Value, and (iii) the Plan shall not be amended more than once
every six months.
No amendment, suspension or termination of the Plan shall, without the
consent of any affected holders of an Award, alter or impair any rights or
obligations under any Award theretofore granted.
15. CONDITIONS UPON ISSUANCE OF SHARES.
(a) COMPLIANCE WITH SECURITIES LAWS. Shares of Common Stock shall not be
issued with respect to any Award unless the issuance and delivery of such Shares
shall comply with all relevant provisions of law, including, without limitation,
the Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, any applicable state securities law, and the requirements of any
stock exchange upon which the Shares may then be listed. The Plan is intended to
comply with Rule 16b-3, and any provision of the Plan which the Committee
determines in its sole and absolute discretion to be inconsistent with said
Rule shall, to the extent of such inconsistency, be inoperative and null and
void, and shall not affect the validity of the remaining provisions of the Plan.
(b) SPECIAL CIRCUMSTANCES. The inability of the Company to obtain approval
from any regulatory body or authority deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder shall relieve
the Company of any liability in respect of the nonissuance or sale of such
Shares. As a condition to the exercise of an Option, the Company may require the
person exercising the
<PAGE>
Option to make such representations and warranties as may be necessary to assure
the availability of an exemption from the registration requirements of federal
or state securities law.
(c) COMMITTEE DISCRETION. The Committee shall have the discretionary authority
to impose in Agreements such restrictions on Shares as it may deem appropriate
or desirable, including but not limited to the authority to impose a right of
first refusal.
16. RESERVATION OF SHARES.
The Company, during the term of the Plan, will reserve and keep available
a number of Shares sufficient to satisfy the requirements of the Plan.
17. NO CONTINUED SERVICE OR OTHER RIGHTS.
In no event shall a Director's eligibility to participate or
participation in the Plan create or be deemed to create any legal or equitable
right of the Director to continue service with the Company, the Bank, or any
Affiliate of such corporations. No Director shall have a right to be granted an
Award, except to the extent provided in the Plan. However, a Director who has
been granted an Award may, if otherwise eligible, be granted an additional Award
or Awards.
18. GOVERNING LAW.
The Plan shall be governed by and construed in accordance with the laws
of the State of Illinois, except to the extent that federal law applies.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officer and the corporate seal to be affixed and duly
attested as of the day of , 1996.
STANDARD FINANCIAL, INC.
By:
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Its:
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Attest:
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