As filed with the Securities and Exchange Commission on December 10, 2003
Registration No. 333-24057
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
POST-EFFECTIVE AMENDMENT NO. 2
TO FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________
ST. FRANCIS CAPITAL CORPORATION
(Exact name of registrant as
specified in its charter)
WISCONSIN 39-1747461
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
13400 BISHOPS LANE, SUITE 350,
BROOKFIELD, WISCONSIN 53005-6203
(Address, including zip code of registrant's principal executive office)
__________________________
ST. FRANCIS CAPITAL CORPORATION
1997 STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
___________
MICHAEL JANSSEN
MAF BANCORP, INC.
55TH & HOLMES
CLARENDON HILLS, ILLINOIS 60514
(630) 986-7544
(Name, address and telephone number, including area code,
of agent for service)
Copies to:
JENNIFER R. EVANS, ESQ.
ROBYN B. GOLDMAN, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601
(312) 609-7500
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
On March 27, 1999, St. Francis Capital Corporation, a Wisconsin
corporation ("St. Francis"), filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-8 (File No. 333-24057)
(the "Registration Statement") registering a total of 440,000 shares of its
common stock, par value $.01 per share (as adjusted to reflect St. Francis'
2-for-1 stock split that occurred in April 1999), for issuance and sale pursuant
to the St. Francis Capital Corporation 1997 Stock Option Plan, as amended (the
"Plan") and on April 2, 1999 filed with the Commission Amendment No. 1 to the
Registration Statement to register an additional 640,000 shares of its common
stock (as adjusted to reflect St. Francis' 2-for-1 stock split that occurred in
April 1999) for issuance and sale pursuant to the Plan. Of the shares of common
stock initially registered, 970,009 shares were not issued pursuant to the Plan.
As a result of St. Francis' merger into MAF Bancorp, which became
effective December 1, 2003, all outstanding shares of common stock of St.
Francis were converted into the right to receive shares of MAF Bancorp common
stock and all outstanding options to purchase St. Francis common stock granted
pursuant to the Plan were either cancelled or converted into options to purchase
MAF Bancorp common stock. Accordingly, shares of St. Francis common stock may no
longer be issued pursuant to the Plan. This Post-Effective Amendment No. 2 to
the Registration Statement is being filed to deregister the 970,009 shares of
common stock of St. Francis formerly available for issuance under the Plan and
registered under the Registration Statement.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Village of
Clarendon Hills, State of Illinois, on this 10th day of December, 2003.
MAF BANCORP, INC., AS SUCCESSOR BY
MERGER TO ST. FRANCIS CAPITAL CORPORATION
By: /s/ Allen H. Koranda
-------------------------
Allen H. Koranda
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 to the Registration Statement has been
signed by the following persons in the capacities and on the date indicated.
Name Title Date
---- ----- ----
/s/ Allen H. Koranda Chairman of the Board and December 10, 2003
---------------------------- Chief Executive Officer
Allen H. Koranda (Principal Executive Officer)
/s/ Kenneth Koranda President and Vice Chairman of the Board December 10, 2003
----------------------------
Kenneth Koranda
/s/ Jerry A. Weberling Executive Vice President, December 10, 2003
---------------------------- Chief Financial Officer and Director
Jerry A. Weberling (Principal Financial Officer)
/s/ Christine Roberg First Vice President and Controller December 10, 2003
---------------------------- (Principal Accounting Officer)
Christine Roberg
/s/ Robert Bowles, M.D. Director December 10, 2003
----------------------------
Robert Bowles, M.D.
/s/ David C. Burba Director December 10, 2003
----------------------------
David C. Burba
/s/ Terry Ekl Director December 10, 2003
----------------------------
Terry Ekl
/s/ Harris W. Fawell Director December 10, 2003
----------------------------
Harris W. Fawell
/s/ Joe F. Hanauer Director December 10, 2003
----------------------------
Joe F. Hanauer
/s/ Barbara L. Lamb
---------------------------- Director December 10, 2003
Barbara L. Lamb
/s/ Thomas R. Perz Director December 10, 2003
----------------------------
Thomas R. Perz
/s/ Raymond Stolarczyk Director December 10, 2003
----------------------------
Raymond Stolarczyk
/s/ F. William Trescott Director December 10, 2003
----------------------------
F. William Trescott
/s/ Lois B. Vasto Director December 10, 2003
----------------------------
Lois B. Vasto
/s/ Andrew J. Zych Director December 10, 2003
----------------------------
Andrew J. Zych