As filed with the
Securities and Exchange Commission on May 20, 1996
Registration No. 333-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------------------
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
DAMEN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-4029638
(State or other jurisdiction of (I.R.S. Employer
of incorporation or organization) Identification No.)
200 West Higgins Road, Schaumburg, Illinois 60195
(Address of principal executive offices) (Zip Code)
DAMEN FINANCIAL CORPORATION
1996 RECOGNITION AND RETENTION PLAN
(Full title of the plan)
Jane K. Storero, P.C.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership
including professional corporations)
Suite 700 East
1100 New York Avenue, N.W.
Washington, DC 20005-3934
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per share price fee
-----------------------------------------------------------------
<C> <C> <C> <C> <C>
Common Stock,
par value
$.01 per
share........ 158,700 $11.625(2) $1,844,888(2) $637(2)
shares
----------------
<FN> (1) Pursuant to Rule 416 under the Securities Act of 1933,
as amended, this Registration Statement covers, in addition
to the number of shares set forth above, an indeterminate
number of shares which, by reason of certain events specified
in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the
purpose of calculating the registration fee, based upon the
closing price of the Common Stock on the Nasdaq National
Market System of $11.625 per share on May 16, 1996.
/TABLE
<PAGE>
<PAGE> I - 1
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 Damen Financial
Corporation 1996 Recognition and Retention Plan (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.
<PAGE>
<PAGE> II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by Damen
Financial Corporation (the "Company") with the Commission are hereby
incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the transition period
from December 1, 1994 to September 30, 1995 (File No. 0-25484) filed
pursuant to Rule 13a-1 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1995 and March 31, 1996 (File No. 0-25484) filed pursuant to
Rule 13a-13 of the Exchange Act;
(c) all other reports filed by the Company pursuant to Section 12 or
15(d) of the Exchange Act since the end of the period covered by the Report
referred to above;
(d) the Company's definitive Proxy Statement for its Annual Meeting of
Stockholders held on January 23, 1996;
(e) the Company's definitive Proxy Statement for its Special Meeting
of Stockholders held May 9, 1996; and
(f) the description of the common stock, par value $.01 per share, of
the Company contained in the Company's Registration Statement on Form 8-A
(File No. 0-25484) filed with the Commission on August 7, 1995 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, after the date hereof, and 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 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.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person,
a copy of any or all of the documents
<PAGE> II-2
incorporated by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference to the information that is
incorporated). Requests should be directed to Janine M. Poronsky, Vice
President and Secretary, 200 West Higgins Road, Schaumburg, Illinois 60195,
telephone number (847) 882-5320.
All information appearing in this Registration Statement and
the Prospectus is qualified in its entirety by the detailed
information, including financial statements, appearing in the documents
incorporated herein or therein by reference.
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 ELEVENTH of the Company's Certificate of Incorporation
provides for indemnification of directors and officers of the
Registrant against any and all liabilities, judgments, fines and reasonable
settlements, costs, expenses and attorneys' fees incurred in any actual,
threatened or potential proceeding, except to the extent that such
indemnification is limited by Delaware law and such law cannot be varied by
contract or bylaw. Article ELEVENTH also provides for the authority to
purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation's board of directors to grant
indemnity under certain circumstances to directors and officers, when made,
or threatened to be made, parties to certain proceedings by reason of such
status with the corporation, against judgments, fines, settlements and
expenses, including attorneys' fees. In addition, under certain
circumstances such persons may be indemnified against expenses actually and
reasonably incurred in defense of a proceeding by or on behalf
of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties
to certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against
expenses actually and reasonably incurred in connection
with the defense or settlement of a proceeding by or in
the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation or other corporation or enterprise, as
appropriate, (iii) with respect to a criminal proceeding, had no reasonable
cause to believe his conduct was unlawful, and (iv) was not Adjudged to be
liable to the corporation or other corporation or enterprise
(unless the court where the proceeding was brought determines that such
person is fairly and reasonably entitled to indemnity).
<PAGE>
<PAGE> II-3
Unless ordered by a court, indemnification may be made only
following a determination that such indemnification is permissible because
the person being indemnified has met the requisite standard of conduct.
Such determination may be made (i) by the corporation's board of directors
by a majority vote of a quorum consisting of directors not at the time
parties to such proceeding; or (ii) if such a quorum cannot be obtained or
the quorum so directs, then by independent legal counsel in a written
opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and officers
in defending a proceeding to be paid by the corporation in advance of the
final disposition of such proceedings upon the receipt of an undertaking by
the director or officer to repay such amount if it is ultimately determined
that he is not entitled to be indemnified by the corporation against such
expenses.
Under a directors' and officers' liability insurance policy,
directors and officers of the Company are insured against certain
liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Reference to
Prior Filing or
Regulation S-K Exhibit Number
Exhibit Number Document Attached Hereto
------------------------------------------------------------------
4 Instruments defining the rights of
security holders, including debentures:
Certificate of Incorporation of Damen
Financial Corporation *
Bylaws of Damen Financial Corporation **
Damen Financial Corporation 1996
Recognition and Retention Plan 4
5 Opinion of Silver, Freedman & Taff, L.L.P. 5
23 Consents of Experts and Counsel:
Consent of Silver, Freedman & Taff, L.L.P. 23.1
Consent of Cobitz, VandenBerg & Fennessy 23.2
24 Power of Attorney Contained on
Signature Page
------------------------
* Incorporated hereby by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Registration No. 33-93868 filed on
June 23, 1995).
** Incorporated hereby by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (Registration No. 33-93868 filed on
June 23, 1995).
<PAGE>
<PAGE> II-4
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 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.
(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.
(b) The undersigned Registrant hereby undertakes 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 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.
(c) 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 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 Act and will be governed by the final
adjudication of such issue.<PAGE>
<PAGE> II-5
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 the requirements for filing on Form S-8 and the Registrant has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of Schaumburg,
State of Illinois, on May 20, 1996.
DAMEN FINANCIAL CORPORATION
By: /s/ Mary Beth Poronsky Stull
-------------------------------------
Mary Beth Poronsky Stull, Chairman
of the Board, President and Chief
Executive Officer (Duly Authorized
Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mary Beth Poronsky Stull or
Janine M. Poronsky, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him or
her in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits
thereto, and all 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, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming said attorney-in-fact and agent or his 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 below by the following persons in
the capacities and on the dates indicated.
/s/ Janine M. Poronsky /s/ Mary Beth Poronsky Stull
------------------------- ------------------------------
Janine M. Poronsky, Vice Mary Beth Poronsky Stull, Chairman
President, Corporate of the Board, President and Chief
Secretary and Director Executive Officer (Principal
Executive and Operating Officer)
Date: May 20, 1996
Date: May 20, 1996
<PAGE>
<PAGE> II-6
/s/ Charles J. Caputo
---------------------- ----------------------------
Edward R. Tybor, Charles J. Caputo,
Director Director
Date: Date: May 20, 1996
/s/ Gerald J. Gartner
------------------------- -----------------------------
Carol A. Diver, Director Gerald J. Gartner, Treasurer
and Chief Financial Officer
Date: (Principal Financial and
Accounting Officer)
Date: May 20, 1996
/s/ Mark C. Guinan
------------------------
Mark C. Guinan, M.D.,
Director
Date: May 20, 1996
<PAGE>
<PAGE> II-7
EXHIBIT INDEX
Reference to
Regulation Prior Filing or
S-K Exhibit Exhibit Number
Number Document Attached Hereto
---------------------------------------------------------------------------
4 Instruments defining the
rights of security
holders, including debentures
Certificate of Incorporation
of Damen Financial *
Corporation
Bylaws of Damen Financial
Corporation **
Damen Financial Corporation 1996
Recognition and Retention Plan 4
5 Opinion of Silver, Freedman &
Taff, L.L.P. 5
23 Consents of Experts and Counsel
Consent of Silver, Freedman &
Taff, L.L.P. 23.1
Consent of Cobitz, VandenBerg
& Fennessy 23.2
24 Power of Attorney Contained
on
Signature
Page
--------------------
* Incorporated hereby by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (Registration No. 33-93868 filed on
June 23, 1995).
** Incorporated hereby by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (Registration No. 33-93868 filed on
June 23, 1995).
<PAGE> B-1
DAMEN FINANCIAL CORPORATION
1996 RECOGNITION AND RETENTION PLAN
1. Plan Purpose. The purpose of the Plan is to promote the
long-term interests of the Corporation and its stockholders by
providing a means for attracting and retaining directors,
executive officers and employees of the Corporation and its
Affiliates.
2. Definitions. The following definitions are applicable to
the Plan:
"Award" - means the grant of Restricted Stock pursuant to the
terms of Section 12 of the Plan or by the Committee, as provided
in the Plan.
"Affiliate" - means any "parent corporation" or "subsidiary
corporation" of the Corporation, as such terms are defined in
Section 424(e) and (f), respectively, of the Code.
"Bank" - means Damen Federal Bank for Savings, a savings
institution and its successors.
"Beneficiary" - means the person or persons designated by a
Participant to receive any benefits payable under the Plan in the
event of such Participant's death. Such person or persons shall
be designated in writing on forms provided for this purpose by
the Committee and may be changed from time to time by similar
written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Participant's surviving
spouse, if any, or if none, his estate.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee of the Board of Directors of
the Corporation referred to in Section 6 hereof.
"Continuous Service" - means the absence of any interruption
or termination of service as a director, director emeritus,
advisory director, executive officer or employee of the
Corporation or any Affiliate. Service shall not be considered
interrupted in the case of sick leave, military leave or any
other leave of absence approved by the Corporation or any
Affiliate or in the case of transfers between payroll locations
of the Corporation or its Affiliates or between the Corporation,
its Affiliates or its successor. With respect to any director
emeritus or advisory director, continuous service shall mean
availability to perform such functions as may be required of such
individuals.
"Conversion" - means the conversion of the Bank from the
mutual to the stock form of organization.
"Corporation" - means Damen Financial Corporation, a Delaware
corporation.
"Disability" - means any physical or mental impairment which
qualifies an employee, director, director emeritus or advisor
director for disability benefits under any applicable long-term
disability plan maintained by the Bank or an Affiliate, or, if no
such plan applies to such individual, which renders such employee
or director, in the judgment of the Committee, unable to perform
his customary duties and responsibilities.
"Disinterested Person" - means any member of the Board of
Directors of the Corporation who is not being and within the
prior year has not been granted any awards related to the shares
under this Plan or any other plan of the Corporation or any of
its Affiliates except for awards which (i) are calculated in
accordance with a formula as contemplated in paragraph (c)(ii) of
Rule 16b-3 ("Rule 16b-3") under the Securities Exchange Act of
1934, as amended; (ii) result from participation in an ongoing
securities acquisition plan meeting the conditions of
paragraph (d)(2) of Rule 16b-3; or (iii) arise from an election
by a director to
<PAGE>
<PAGE> B-2
receive all or part of his board fees in securities. No Participant of
an Award granted pursuant to Section 12 shall fail to meet the definition
of Disinterested Person solely by reason of such Award.
"ERISA" - means the Employee Retirement Income Security Act of
1974, as amended.
"Participant" - means any director, director emeritus,
advisory director, executive officer or employee of the
Corporation or any Affiliate who is selected by the Committee to
receive an Award or a director who is granted an Award pursuant
to Section 12.
"Plan" - means the 1996 Recognition and Retention Plan of the
Corporation.
"Restricted Period" - means the period of time selected by the
Committee for the purpose of determining when restrictions are in
effect under Section 3 hereof with respect to Restricted Stock
awarded under the Plan.
"Restricted Stock" - means Shares which have been
contingently awarded to a Participant by the Committee subject to
the restrictions referred to in Section 3 hereof, so long as such
restrictions are in effect.
"Shares" - means the common stock, par value $0.01 per share,
of the Corporation.
3. Terms and Conditions of Restricted Stock. The Committee
shall have full and complete authority, subject to the
limitations of the Plan, to grant Awards and, in addition to the
terms and conditions contained in paragraphs (a) through (f) of
this Section 3, to provide such other terms and conditions (which
need not be identical among Participants) in respect of such
Awards, and the vesting thereof, as the Committee shall
determine, subject to Office of Thrift Supervision Regulations.
(a) At the time of an award of Restricted Stock, the
Committee shall establish for each Participant a
Restricted Period, during which or at the expiration of
which, as the Committee shall determine and provide in
the agreement referred to in paragraph (d) of this
Section 3, the Shares awarded as Restricted Stock shall
vest, and subject to any such other terms and conditions
as the Committee shall provide, shares of Restricted
Stock may not be sold, assigned, transferred, pledged,
voted or otherwise encumbered by the Participant, except
as hereinafter provided, during the Restricted Period.
Except for such restrictions, and subject to
paragraphs (c) and (e) of this Section 3 and Section 4
hereof, the Participant as owner of such shares shall
have all the rights of a stockholder.
No director who is not an employee of the Corporation
shall be granted Awards with respect to more than 5% of
the total shares subject to the Plan. All non-employee
directors of the Corporation, in the aggregate, may not be
granted Awards with respect to more than 30% of the total
shares subject to the Plan and no individual shall be
granted Awards with respect to more than 25% of the total
shares subject to the Plan. No Awards shall begin vesting
earlier than one year from the date the Plan is approved by
stockholders of the Corporation and no Award shall vest at
a rate in excess of 20% per year, except in the event of
death or disability. In the event Office of Thrift
Supervision Regulations are amended (the "Amended
Regulations") to permit shorter vesting periods, any Award
made pursuant to this Plan, which Award is subject to the
requirements of such Amended Regulations, may vest, at the
sole discretion of the Committee, in accordance with such
Amended Regulations.
Subject to compliance with Office of Thrift Supervision
Regulations, the Committee shall have the authority, in
its discretion, to accelerate the time at which any or all
of the restrictions shall lapse with respect to an Award,
or to remove any or all of such restrictions, whenever it
may determine that such action is appropriate by reason of
changes in applicable tax or other laws or other changes
in circumstances occurring after the commencement of such
Restricted Period.
<PAGE> B-3
(b) Except as provided in Section 5 hereof, if a
Participant ceases to maintain Continuous Service for any
reason (other than death or disability), unless the Committee
shall otherwise determine, all Shares of Restricted
Stock theretofore awarded to such Participant and which
at the time of such termination of Continuous Service
are subject to the restrictions imposed by paragraph
(a) of this Section 3 shall upon such termination of
Continuous Service be forfeited and returned to the
corporation. If a Participant ceases to maintain
Continuous Service by reason of death or disability,
Restricted Stock then still subject to restrictions
imposed by paragraph (a) of this Section 3 will be
free of those restrictions.
(c) Each certificate in respect of Shares of Restricted
Stock awarded under the Plan shall be registered in the
name of the Participant and deposited by the Participant,
together with a stock power endorsed in blank, with the
Corporation and shall bear the following (or a similar) legend:
The transferability of this certificate and the
shares of stock represented hereby are subject to the
terms and conditions (including forfeiture) contained
in the 1996 Recognition and Retention Plan of Damen
Financial Corporation. Copies of such Plan are on file
in the offices of the Secretary of Damen Financial Corporation,
200 West Higgins Road, Schaumburg, Illinois 60195-3788.
(d) At the time of any Award, the Participant shall enter
into an Agreement with the Corporation in a form
specified by the Committee, agreeing to the terms and
conditions of the Award and such other matters as the
Committee, in its sole discretion, shall determine (the
"Restricted Stock Agreement").
(e) At the time of an Award of shares of Restricted Stock,
the Committee shall determine that the payment to the
Participant of dividends declared or paid on such shares
by the Corporation shall be deferred until the lapsing
of the restrictions imposed under paragraph (a) of this
Section 3, such dividends and shall be held by the
Corporation for the account of the Participant until
such time. There shall be credited at the end of each
year (or portion thereof) interest on the amount of the
account at a rate per annum as the Committee, in its
discretion, may determine. Payment of deferred
dividends, together with interest accrued thereon, shall
be made upon the earlier to occur of the lapsing of the
restrictions imposed under paragraph (a) of this
Section 3 or upon death or disability of the
Participant.
(f) At the lapsing of the restrictions imposed by
paragraph (a) of this Section 3, the Corporation shall
deliver to the Participant (or where the relevant
provision of paragraph (b) of this Section 3 applies in
the case of a deceased Participant, to his legal
representative, beneficiary or heir) the certificate(s)
and stock power deposited with it pursuant to
paragraph (c) of this Section 3 and the Shares
represented by such certificate(s) shall be free of the
restrictions referred to in paragraph (a) of this
Section 3.
4. Adjustments Upon Changes in Capitalization. In the event
of any change in the outstanding Shares subsequent to the
effective date of the Plan by reason of any reorganization,
recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum
aggregate number and class of shares as to which Awards may be
granted under the Plan and the number and class of shares with
respect to which Awards theretofore have been granted under the
Plan shall be appropriately adjusted by the Committee, whose
determination shall be conclusive. Any shares of stock or other
securities received as a result of any of the foregoing, by a
Participant with respect to Restricted Stock shall be subject to
the same restrictions and the certificate(s) or other instruments
representing or evidencing such shares or securities shall be
legended and deposited with the Corporation in the manner
provided in Section 3 hereof.
<PAGE> B-4
5. Assignments and Transfers. During the Restricted Period,
no Award nor any right or interest of a Participant under the
Plan in any instrument evidencing any Award under the Plan may be
assigned, encumbered or transferred except (i) in the event of
the death of a Participant, by will or the laws of descent and
distribution, or (ii) pursuant to a qualified domestic relations
order as defined in the Code or Title I of ERISA or the rules
thereunder.
6. Administration. The Plan shall be administered by a
Committee consisting of two or more members, each of whom shall
be a Disinterested Person. The members of the Committee shall be
appointed by the Board of Directors of the Corporation. Except
as limited by the express provisions of the Plan, the Committee
shall have sole and complete authority and discretion, subject to
Office of Thrift Supervision Regulations, to (i) select
Participants and grant Awards; (ii) determine the number of
Shares to be subject to types of Awards generally, as well as
individual Awards granted under the Plan; (iii) determine the
terms and conditions upon which Awards shall be granted under the
Plan; (iv) prescribe the form and terms of instruments evidencing
such grants; and (v) establish from time to time regulations for
the administration of the Plan, interpret the Plan, and make all
determinations deemed necessary or advisable for the administra-
tion of the Plan. The Committee may maintain, and update from
time to time as appropriate, a list designating selected direc-
tors as Disinterested Persons. The purpose of such list shall be
to evidence the status of such individuals as Disinterested
Persons, and the Board of Directors may appoint to the Committee
any individual actually qualifying as a Disinterested Person,
regardless of whether identified as such on said list.
A majority of the Committee shall constitute a quorum, and the
acts of a majority of the members present at any meeting at which
a quorum is present, or acts approved in writing by a ma- jority
of the Committee without a meeting, shall be acts of the
Committee.
7. Shares Subject to Plan. Subject to adjustment by the
operation of Section 4 hereof, the maximum number of Shares with
respect to which Awards may be made under the Plan is 4% of the
total Shares issued in the Bank's Conversion. The Shares with
respect to which Awards may be made under the Plan may be either
authorized and unissued Shares or issued Shares heretofore or
hereafter reacquired and held as treasury Shares. An Award shall
not be considered to have been made under the Plan with respect
to Restricted Stock which is forfeited and new Awards may be
granted under the Plan with respect to the number of Shares as to
which such forfeiture has occurred.
The Corporation's obligation to deliver Shares with respect to
an Award shall, if the Committee so requests, be conditioned upon
the receipt of a representation as to the investment
intention of the Participant to whom such Shares are to be
delivered, in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of the
Securities Act of 1933 or any other Federal, state or local
securities legislation or regulation. It may be provided that
any representation requirement shall become inoperative upon a
registration of the Shares or other action eliminating the
necessity of such representation under such Securities Act or
other securities legislation. The Corporation shall not be re-
quired to deliver any Shares under the Plan prior to (i) the ad-
mission of such shares to listing on any stock exchange on which
Shares may then be listed, and (ii) the completion of such regis-
tration or other qualification of such Shares under any state or
Federal law, rule or regulation, as the Committee shall determine
to be necessary or advisable.
8. Employee Rights Under the Plan. No director, director
emeritus, advisory director, officer or employee shall have a
right to be selected as a Participant nor, having been so
selected, to be selected again as a Participant and no director,
officer, employee or other person shall have any claim or right
to be granted an Award under the Plan or under any other
incentive or similar plan of the Corporation or any Affiliate.
Neith er the Plan nor any action taken thereunder shall be
construed as giving any officer or employee any right to be
retained in the employ of the Corporation, the Bank or any
Affiliate.
<PAGE>
<PAGE> B-5
9. Withholding Tax. Upon the termination of the Restricted
Period with respect to any shares of Restricted Stock (or at such
earlier time, if any, that an election is made by the Participant
under Section 83(b) of the Code, or any successor provision
thereto, to include the value of such shares in taxable income),
the Corporation may, in its sole discretion, withhold from any
payment or distribution made under this Plan sufficient Shares or
withhold sufficient cash to cover any applicable withholding and
employment taxes. The Corporation shall have the right to deduct
from all dividends paid with respect to shares of Restricted
Stock the amount of any taxes which the Corporation is required
to withhold with respect to such dividend payments. No
discretion or choice shall be conferred upon any Participant with
respect to the form, timing or method of any such tax
withholding.
10. Amendment or Termination. The Board of Directors of the
Corporation may amend, suspend or terminate the Plan or any
portion thereof at any time, subject to Office of Thrift
Supervision Regulations but no amendment shall be made without
approval of the stockholders of the Corporation which shall (i)
increase the aggregate number of Shares with respect to which
Awards may be made under the Plan (except pursuant to Section 4),
(ii) materially increase the benefits accruing to Participants,
(iii) materially change the requirements as to eligibility for
participation in the Plan or (iv) change the class of persons
eligible to participate in the Plan; provided, however, that no
such amendment, suspension or termination shall impair the rights
of any Participant, without his consent, in any Award theretofore
made pursuant to the Plan.
Notwithstanding anything in this Plan to the contrary, to the
extent that the Plan provides for formula awards, as defined in
Rule 16b-3(c)(2)(ii) under the Securities Exchange Act of 1934,
as amended, such provisions may not be amended more than once
every six months, other than to comport with changes in the Code,
ERISA or the rules thereunder.
11. Term of Plan. The Plan shall become effective upon its
ratification by the stockholders of the Corporation. It shall
continue in effect for a term of ten years unless sooner
terminated under Section 10 hereof.
12. Director Awards. By, and simultaneously with, the
ratification of this Plan by the stockholders of the Corporation,
the Chairman and each other member of the Board of Directors of
the Corporation, who is not a full-time employee of the
Corporation, is hereby granted an Award equal to 0.2% of the
shares sold in the Conversion. In addition, each director of the
Corporation who is not a full-time employee of the Corporation
elected subsequent to the Conversion shall be issued, as of the
date he is elected and qualified, an Award equal to a like amount
of shares of Common Stock, subject to availability. Each such
Award shall be evidenced by a Restricted Stock Agreement in a
form approved by the Corporation and shall be subject in all
respects to the terms and conditions of this Plan, which are
controlling. All Awards granted pursuant to this Section 12
shall be rounded down to the nearest whole share to the extent
necessary to ensure that no shares of Restricted Stock
representing fractional shares are issued. Each of the Awards
granted in this Section 12 shall be earned in five equal annual
installments, with the first installment vesting on the first
anniversary of the date of grant, as long as the director
maintains Continuous Service with the Corporation or its
affiliates, provided, however, no Award shall be earned in any
fiscal year (and shall be carried over to the subsequent fiscal
year) in which the Bank fails to meet all of its fully phased-in
capital requirements.
<PAGE>
May 20, 1996
Board of Directors
Damen Financial Corporation
200 West Higgins Road
Schaumburg, Illinois 60195
Members of the Board:
We have acted as counsel to Damen Financial Corporation (the
"Corporation") in connection with the preparation and filing with
the Securities and Exchange Commission of a registration
statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") relating to 158,700 shares of the
Corporation's Common Stock, par value $.01 per share (the "Common
Stock"), to be offered pursuant to the 1996 Recognition and
Retention Plan of the Corporation (the "Plan").
In this connection, we have reviewed originals or copies,
certified or otherwise identified to our satisfaction, of the
Plan and agreements thereto, the Corporation's Certificate of
Incorporation, Bylaws, resolutions of its Board of Directors and
such other documents and corporate records as we deem appropriate
for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been
duly authorized.
2. The shares of Common Stock to be offered by the Corporation
will be, when and if issued, sold and paid for as
contemplated by the Plan, legally issued, fully paid and
non-assessable shares of Common Stock of the Corporation.
Very truly yours,
/S/ SILVER, FREEDMAN & TAFF, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.
May 20, 1996
Board of Directors
Damen Financial Corporation
200 West Higgins Road
Schaumburg, Illinois 60195
Members of the Board:
We hereby consent to the inclusion of our opinion as
Exhibit 5 of this Registration Statement and the reference to our
firm in the Prospectus. In giving this consent, we do not admit
that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/S/ SILVER, FREEDMAN & TAFF, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.
Board of Directors
Damen Financial Corporation
200 West Higgins Road
Schaumburg, Illinois 60195
Members of the Board:
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of Damen Financial Corporation
(the "Company") of our report on the financial statements
included in the Company's Annual Report on Form 10-K for the ten
months ended September 30, 1995 and the years ended November 30,
1994 and 1993 filed pursuant to the Securities Exchange Act of
1934, as amended.
/S/ COBITZ, VANDENBERG & FENNESSY
COBITZ, VANDENBERG & FENNESSY
Hickory Hills, Illinois
May 20, 1996
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