Registration No. 333-
Filed January 27, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BANK WEST FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in its Articles of Incorporation)
Michigan 38-3203447
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(State of Incorporation) (IRS Employer
Identification No.)
2185 Three Mile Road, N.W., Grand Rapids, Michigan 49544
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(Address of Principal Executive Offices)
1995 DIRECTORS' STOCK OPTION PLAN
1995 KEY EMPLOYEE STOCK COMPENSATION PROGRAM
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(Full Title of the Plans)
Paul W. Sydloski
President and Chief Executive Officer
Bank West Financial Corporation
2185 Three Mile Road, N.W.
Grand Rapids, MI 49544-1451
(616) 785-3400
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(Name, Address and Telephone Number of Agent for Service)
copies to:
Gerald F. Heupel, Jr., Esq.
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W.
Washington D.C. 20005
(202) 347-0300
Pages 1 of 13 pages
Index to Exhibits is located on page 6.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
---------- ------------- --------- -------------- ---
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 96,900(2) $10.59(3) $1,026,171 $310.96
Common Stock, par
value $.01 per share 65,106(2) $10.75(4) $ 699,890 $212.09
Common Stock, par
value $.01 per share 69,426(5) $10.55(6) $ 732,444 $221.95
Common Stock, par
value $.01 per share 5(5) $10.75(7) $ 54 $ .02
------- ------ ---------- -------
Total 231,437 $10.62 $2,458,559 $745.02
======= ====== ========== =======
</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 Bank West Financial Corporation (the "Company" or "Registrant")
1995 Key Employee Stock Compensation Program ("1995 Program") and the
1995 Directors' Stock Option Plan ("Directors' Plan") as a result of a
stock split, stock dividend or similar adjustment of the outstanding
common stock, par value $.01 per share ("Common Stock"), of the
Company.
(2) Represents a portion of the 162,006 shares currently reserved for
issuance pursuant to the 1995 Program.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h)(1) promulgated under
the Securities Act of 1933, as amended ("Securities Act"). The Proposed
Maximum Offering Price Per Share with respect to which stock options
have been granted under the 1995 Program is $10.59 per share, the
weighted average exercise price for the options which are outstanding
under the 1995 Program as of the date hereof.
(4) Estimated solely for the purposes of calculating the registration fee
in accordance with Rule 457(c) promulgated under the Securities Act.
The Proposed Maximum Offering Price Per Share for the 65,106 shares for
which stock options have not been granted under the 1995 Program is
equal to the average of the high and low ($10.875 and $10.625,
respectively) prices of the Common Stock of the Company on January 20,
1997 on the Nasdaq National Market.
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<PAGE>
(5) Represents a portion of the 69,431 shares currently reserved for
issuance pursuant to the Directors' Plan.
(6) Estimated solely for the purposes of calculating the registration fee,
which has been calculated pursuant to Rule 457(h)(1) promulgated under
the Securities Act. The Proposed Maximum Offering Price Per Share with
respect to which stock options have been granted under the Directors'
Plan is $10.55 per share, the weighted average exercise price for the
options which are outstanding under the Directors' Plan as of the date
hereof.
(7) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act. The
Proposed Maximum Offering Price Per Share for the five shares for which
stock options have not been granted under the Directors' Plan is equal
to the average of the high and low ($10.875 and $10.625, respectively)
prices of the Common Stock of the Company on January 20, 1997 on the
Nasdaq National Market.
-------------------------
This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. ss. 230.462.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended June 30,
1996;
(b) All reports filed by the Company pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by the Company's Annual Report on Form
10-K for the year ended June 30, 1996 through the date of this filing;
(c) The description of the Common Stock of the Company contained in Item 4
in the Company's Registration Statement on Form 8-A ("Form 8-A")
(Commission File No. 0- 25666) filed with the Commission on March 7, 1995;
and
(d) All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
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.
Item 4. Description of Securities.
Not applicable since the Company's Common Stock is registered under Section
12 of the Exchange Act.
Item. 5. Interests of Named Experts and Counsel
Not applicable.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
In accordance with the Michigan Business Corporation Act, Article 9 of the
Registrant's Articles of Incorporation provides as follows:
A. Personal Liability of Directors. A director of the Corporation shall not
be personally liable for monetary damages for any action taken, or any failure
to take any action, as a director except to the extent that by law a director's
liability for monetary damages may not be limited.
B. Indemnification. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, including actions by or in the right of
the Corporation, whether civil, criminal, administrative or investigative and
whether formal or informal, by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding to the full extent permissible under Michigan law.
C. Advancement of Expenses. Reasonable expenses incurred by an officer,
director, employee or agent of the Corporation in defending an action, suit or
proceeding described in Section B of this Article 9 may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding if authorized by the board of directors, upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified by
the Corporation and a written affirmation by such person of his or her good
faith belief that they have met the applicable standard of conduct under
Michigan law.
D. Other Rights. The indemnification and advancement of expenses provided
by or pursuant to this Article 9 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, insurance or other agreement, vote of stockholders or
directors or otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding an office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, personal representatives and administrators
of such person.
E. Insurance. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against or incurred by him or her in any such capacity, or
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<PAGE>
arising out of his or her status as such, whether or not the Corporation would
have the power to indemnify him or her against such liability under the
provisions of this Article 9.
F. Security Fund; Indemnity Agreements. By action of the Board of
Directors, the Corporation may create and fund a trust fund or other fund or
form of self-insurance arrangement of any nature, and may enter into agreements
with its officers, directors, employees and agents for the purpose of securing
or insuring in any manner its obligation to indemnify or advance expenses
provided for in this Article 9.
G. Modification. The duties of the Corporation to indemnify and to advance
expenses to any person as provided in this Article 9 shall be in the nature of a
contract between the Corporation and each such person, and no amendment or
repeal of any provision of this Article 9, and no amendment or termination of
any trust or other fund or form of self-insurance arrangement created pursuant
to Section F of this Article 9, shall alter to the detriment of such person the
right of such person to the advance of expenses or indemnification related to a
claim based on an act or failure to act which took place prior to such
amendment, repeal or termination.
H. Proceedings Initiated by Indemnified Persons. Notwithstanding any other
provision of this Article 9, the Corporation shall not indemnify a director,
officer, employee or agent for any liability incurred in an action, suit or
proceeding initiated (which shall not be deemed to include counter-claims or
affirmative defenses) or participated in as an intervenor or amicus curiae by
the person seeking indemnification unless such initiation of or participation in
the action, suit or proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors in office.
Item 7. Exemption from Registration Claimed.
Not applicable since no restricted securities will be reoffered or resold
pursuant to this Registration Statement.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):
No. Exhibit
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4 Common Stock Certificate*
5 Opinion of Elias, Matz, Tiernan & Herrick
L.L.P. as to the legality of the securities
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<PAGE>
23.1 Consent of Elias, Matz, Tiernan & Herrick
L.L.P. (contained in the opinion included
as Exhibit 5)
23.2 Consent of Crowe, Chizek and Company
24 Power of attorney for any subsequent
amendments is located in the signature pages
99.1 1995 Directors' Stock Option Plan**
99.2 1995 Key Employee Stock Compensation
Program**
* Incorporated by reference from the Company's Form 10-K for the year
ended June 30, 1995, filed by the Company with the SEC on September 28,
1995.
** Incorporated by reference from the Company's Form 10-K for the year
ended June 30, 1996, filed by the Company with the SEC on September 23,
1996.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act, (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 in such
information in the Registration Statement; provided, however, that clauses (i)
and (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 Section 15(d) of the Exchange Act
that are incorporated by reference in 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.
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<PAGE>
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 the 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.
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 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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<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 Grand Rapids, State of Michigan on January 27, 1997.
BANK WEST FINANCIAL CORPORATION
By: /s/ Paul W. Sydloski
--------------------
Paul W. Sydloski
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby makes, constitutes and appoints Paul W. Sydloski his true and lawful
attorney, with full power to sign for such person and in such person's name and
capacity indicated below, and with full power of substitution any and all
amendments to this Registration Statement, hereby ratifying and confirming such
person's signature as it may be signed by said attorney to any and all
amendments.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/Paul W. Sydloski President and Chief January 27, 1997
- ------------------- Executive Officer
Paul W. Sydloski (principal executive
officer)
/s/Kevin A. Twardy Vice President and January 27, 1997
- ------------------ Chief Financial Officer
Kevin A. Twardy (principal financial and
accounting officer)
/s/George A. Jackoboice Director January 27, 1997
- -----------------------
George A. Jackoboice
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<PAGE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/Carl A. Rossi Director January 27, 1997
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Carl A. Rossi
/s/Jacob Haisma Director January 27, 1997
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Jacob Haisma
/s/Thomas D. DeYoung Director January 27, 1997
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Thomas D. DeYoung
/s/Robert J. Stephan Director January 27, 1997
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Robert J. Stephan
/s/Richard L. Bishop Director January 27, 1997
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Richard L. Bishop
/s/John H. Zwarensteyn Director January 27, 1997
- ----------------------
John H. Zwarensteyn
</TABLE>
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Exhibit 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Timothy B. Matz Telephone: (202) 347-0300 Jeffrey D. Haas
Stephan M. Ege Facsimile: (202) 347-2172 Kevin M. Houlihan
Raymond A. Tiernan Kenneth B. Tabach
W. Michael Herrick Patricia J. Wohl*
Gerald L. Hawkins Jeffrey R. Houle
Norman B. Antin Jeffrey R. Johnson
John P. Soukenik* Scott H. Richter*
Gerald F. Heupel, Jr.
Jeffrey A. Koeppel -------------
Daniel P. Weitzel
Philip Ross Bevan OF COUNSEL
Hugh T. Wilkinson January 27, 1997
Allin P. Baxter
Jack I. Elias
Sheryl Jones Alu
*NOT ADMITTED IN D.C. VIA EDGAR Jacqueline R. Scott
Board of Directors
Bank West Financial Corporation
2185 Three Mile Road N.W.
Grand Rapids, Michigan 49544
Re: Registration Statement on Form S-8
231,437 Shares of Common Stock
Gentlemen:
We are special counsel to Bank West Financial Corporation, a Michigan
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 231,437 shares of common
stock, par value $.01 per share ("Common Stock"), to be issued pursuant to the
Corporation's 1995 Key Employee Stock Compensation Program and 1995 Directors'
Stock Option Plan (collectively, the "Plans") upon the exercise of stock options
and/or appreciation rights (referred to as "Option Rights"). The Registration
Statement also registers an indeterminate number of additional shares which may
be necessary under the Plans to adjust the number of shares reserved thereby for
issuance as the result of a stock split, stock dividend or similar adjustment of
the outstanding Common Stock of the Corporation. We have been requested by the
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Board of Directors
January 27, 1997
Page 2
Corporation to furnish an opinion to be included as an exhibit to the
Registration Statement.
For this purpose, we have reviewed the Registration Statement and
related Prospectus, the Amended and Restated Articles of Incorporation and
Bylaws of the Corporation, the Plans, a specimen stock certificate evidencing
the Common Stock of the Corporation and such other corporate records and
documents as we have deemed appropriate. We are relying upon the originals, or
copies certified or otherwise identified to our satisfaction, of the corporate
records of the Corporation and such other instruments, certificates and
representations of public officials, officers and representatives of the
Corporation as we have deemed relevant as a basis for this opinion. In addition,
we have assumed, without independent verification, the genuineness of all
signatures and the authenticity of all documents furnished to us and the
conformance in all respects of copies to originals. Furthermore, we have made
such factual inquiries and reviewed such laws as we determined to be relevant
for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms of
the Plans will continue to be validly authorized on the dates the Common Stock
is issued pursuant to the Option Rights; (ii) on the dates the Option Rights are
exercised, the Option Rights granted under the terms of the Plans will
constitute valid, legal and binding obligations of the Corporation and will
(subject to applicable bankruptcy, moratorium, insolvency, reorganization and
other laws and legal principles affecting the enforceability of creditors'
rights generally) be enforceable as to the Corporation in accordance with their
terms; (iii) no change occurs in applicable law or the pertinent facts; and (iv)
the provisions of "blue sky" and other securities laws as may be applicable will
have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth
herein, we are of the opinion as of the date hereof that the shares of Common
Stock to be issued pursuant to the Plans, when issued and sold pursuant to the
Plans and upon receipt of the consideration required thereby, will be legally
issued, fully paid and non-assessable shares of Common Stock of the Corporation.
We hereby consent to the reference to this firm under the caption
"Legal Opinion" in the Prospectuses for the two Plans and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Gerald F. Heupel, Jr.
-------------------------
Gerald F. Heupel, Jr., a Partner
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement for
the common stock to be issued pursuant to the Bank West Financial Corporation
(the "Company") 1995 Directors' Stock Option Plan and the 1995 Key Employee
Stock Compensation Program on Form S-8 of our report dated August 9, 1996, on
the financial statements included in the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1996.
/s/ Crowe, Chizek and Company LLP
---------------------------------
Crowe, Chizek and Company LLP
Grand Rapids, Michigan
January 27, 1997
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