FORM S-8
As filed with the Securities and Exchange Commission on February 27, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
CENTRUE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
36-3145350
(I.R.S. employer
identification no.) |
7700 Bonhomme Avenue, St. Louis, Missouri 63105
(Address of principal executive offices, including zip code)
CENTRUE FINANCIAL CORPORATION
401(K) PLAN
(Full title of the plan)
|
|
|
|
|
With a copy to: |
Kurt R. Stevenson
|
|
Timothy E. Kraepel |
Senior Executive Vice President and Chief Financial Officer
|
|
Howard & Howard Attorneys PLLC |
Centrue Financial Corporation
|
|
450 West Fourth Street |
7700 Bonhomme Avenue
|
|
Royal Oak, Michigan 48067-2557 |
St. Louis, Missouri 63105
|
|
(248) 645-1483 |
(Name and address of agent for service) |
|
|
|
(314) 505-5500 |
|
|
(Telephone number, including area code, of agent for service) |
|
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
Accelerated filer þ |
Non-accelerated filer o
(Do not check if a smaller reporting company) |
Smaller reporting company o
|
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed |
|
|
Proposed |
|
|
|
|
|
|
|
|
|
|
|
|
|
maximum |
|
|
maximum |
|
|
|
|
|
|
|
|
Amount |
|
|
offering price |
|
|
aggregate |
|
|
|
|
|
|
|
|
to be |
|
|
per share |
|
|
offering price |
|
|
Amount of |
|
|
Title of Securities to be Registered |
|
|
registered |
|
|
(1), (2) |
|
|
(1), (2) |
|
|
Registration fee |
|
|
Common Stock, $1.00 par value (2)
|
|
|
|
50,000 |
|
|
|
$ |
4.905 |
|
|
|
$ |
245,250 |
|
|
|
$ |
9.64 |
|
|
|
|
|
|
|
(1) |
|
Estimated solely for purposes of calculating the registration fee in accordance with Rule
457(c) and (h). |
|
(2) |
|
In addition, pursuant to Rule 416, this registration statement covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plan described herein; plus, an
indeterminate number of additional shares as may be issuable in the event of an adjustment as a
result of an increase in the number of issued shares of Registrants Common Stock resulting from a
subdivision of such shares, the payment of stock dividends or certain other capital adjustments. |
TABLE OF CONTENTS
PART I.
This Registration Statement on Form S-8 is filed to register 50,000 additional shares of
Common Stock issuable under the Centrue Financial Corporation 401(k) Plan (the Plan). Centrue
Financial Corporations registration statements on Form S-8 filed with the Securities and Exchange
Commission on April 9, 1998 (File No. 333-49729) and May 5, 2006 (File No. 333-133831) are
incorporated herein by reference, except to the extent that the items in this registration
statement update such information contained in the prior registration statements. This Registration
Statement is filed to register an additional 50,000 shares and is filed pursuant to General
Instruction E to Form S-8.
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
|
|
|
* |
|
Information required by Part I to be contained in this Section 10(a) prospectus is omitted from
the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended
(Securities Act), and the Note to Part I on Form S-8. |
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission (the Commission)
by the Registrant (File No. 0-28846) are incorporated in this Registration Statement by reference:
(1) Annual Report on Form 10-K for the year ended December 31, 2007;
(2) Proxy statement in connection with the 2008 Annual Meeting of Stockholders (other than the
portions that are not deemed to be filed);
(3) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and
September 30, 2008;
(4) Current Reports on Form 8-K filed on January 9, 2008, February 11, 2008, February 13,
2008, March 24, 2008, April 3, 2008, December 16, 2008, January 5, 2009, and January 14, 2009;
(5) all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the Exchange Act) since December 31, 2005;
(6) the description of Registrants Common Stock, $1.00 par value which is contained in
Registrants Registration Statement on Form 8-A filed with the Commission under
the Exchange Act (File No. 000-28846) on September 4, 1996, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Registration Statement 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 shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware (Section 145), Article
VIII of the Registrants Amended and Restated Certificate of Incorporation and Article VII of the
Registrants Bylaws provide for the indemnification of the Registrants directors and officers in a
variety of circumstances, which may include indemnification for liabilities under the Securities
Act of 1933. The general effect of these provisions is to provide that the Registrant shall
indemnify its directors and officers against expenses (including attorneys fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by them in the proceeding in which
such persons are made a party by reason of being or having been a director or officer of
Registrant, but only if it is determined that they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interest of the Registrant and, with
respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was
unlawful. Such determination may be made by (i) a majority vote of a quorum consisting of
disinterested directors, (ii) an independent legal counsel in a written opinion (if no such quorum
is available or if a quorum of disinterested directors so directs), or (iii) the stockholders. The
Registrant will pay expenses incurred by its directors and officers prior to the final disposition
of such action, suit or proceeding, if the director or officer undertakes to repay such amount
unless it is ultimately determined that they are entitled to be indemnified by the Registrant.
The Registrant has insurance which, subject to certain policy limits, deductible amounts and
exclusions, insures directors and officers of the Registrant for liabilities incurred as a result
of acts committed in their capacity as directors and officers or claims made against them by reason
of their status as directors or officers.
As permitted pursuant to Section 102(b)(7) of the General Corporation Law of the State of
Delaware, the Amended and Restated Certificate of Incorporation of the Registrant
eliminates the personal monetary liability of a director of the Registrant or its stockholders for
breach of fiduciary duty as a director, except for liability that results from (i) any breach of
the directors
duty of loyalty to the Registrant or its stockholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law, (iii) Section 174
of the General Corporation Law of the State of Delaware (which Section pertains to a directors
liability for unlawful payments of dividends or unlawful stock purchases or redemptions); or (iv)
any transaction from which the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit
index filed as part of this Registration Statement.
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: (i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(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; (iii) 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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference 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 registrants annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plans annual report pursuant to 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 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.
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 St. Louis, State of Missouri, on
February 27, 2009.
|
|
|
|
|
|
CENTRUE FINANCIAL CORPORATION
(Registrant)
|
|
|
By: |
/s/ Thomas A. Daiber
|
|
|
|
Thomas A. Daiber |
|
|
|
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.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Thomas A. Daiber
Thomas A. Daiber
|
|
President and Chief Executive
Officer and Director
(Principal Executive Officer)
|
|
February 27, 2009 |
|
|
|
|
|
/s/ Kurt R. Stevenson
Kurt R. Stevenson
|
|
Senior Executive Vice
President and Chief Financial
Officer
(Principal Financial Officer
and Principal Accounting
Officer)
|
|
February 27, 2009 |
|
|
|
|
|
|
|
Chairman of the Board
and Director
|
|
February 27, 2009 |
|
|
|
|
|
|
|
Director
|
|
February 27, 2009 |
|
|
|
|
|
|
|
Director
|
|
February 27, 2009 |
|
|
|
|
|
|
|
Director
|
|
February 27, 2009 |
|
|
|
|
|
|
|
Director
|
|
February 27, 2009 |
|
|
|
|
|
|
|
Director
|
|
February 27, 2009 |
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
Director
|
|
February 27, 2009 |
|
|
|
|
|
|
|
Director
|
|
February 27, 2009 |
|
|
|
|
|
|
|
Director
|
|
February 27, 2009 |
|
|
|
|
|
|
|
|
**By: |
/s/ Kurt R. Stevenson
|
|
|
|
Kurt R. Stevenson |
|
|
|
Attorney-in-Fact |
|
|
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
5.1
|
|
Opinion of Howard & Howard Attorneys PLLC |
|
|
|
5.2
|
|
IRS Determination Letter |
|
|
|
23.1
|
|
Consent of Crowe Horwath LLP |
|
|
|
23.2
|
|
Consent of Howard & Howard Attorneys PLLC (contained in their opinion
filed as Exhibit 5.1). |
|
|
|
24
|
|
Power of Attorney |