As filed with the Securities and Exchange Commission on December 10, 2003
Registration No. 333-64621
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
POST-EFFECTIVE AMENDMENT NO. 3
TO
REGISTRATION STATEMENT
ON FORM S-8
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)
__________________________
RELIANCE BANCSHARES, INC. 1997 STOCK OPTION PLAN
(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
In January 1999, St. Francis Capital Corporation ("St. Francis")
acquired Reliance Bancshares, Inc. ("Reliance"). St. Francis filed a Form S-4
Registration Statement (File No. 333-64621) (the "Registration Statement") to
register shares of St. Francis common stock, par value $0.01 per share, issuable
in connection with the acquisition of Reliance, and on April 2, 1999 filed a
Post-Effective Amendment on Form S-8 to that Registration Statement to register
the 124,028 shares of St. Francis common stock (as adjusted to reflect St.
Francis' 2-for-1 stock split that occurred in April 1999) issuable upon exercise
of options granted under the Reliance Bancshares, Inc. 1997 Stock Option Plan
(the "Plan"). Of the shares of common stock initially registered, 5,028 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 Plans. This Post-Effective Amendment No. 3 to
the Registration Statement is being filed to deregister the 5,028 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. 3 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. 1 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