As filed with the Securities and Exchange Commission on November 8, 2001
Registration No. 333-69762
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 2 TO THE
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CLOVER LEAF FINANCIAL CORP.
(Name of Small Business Issuer in Its Charter)
Delaware 6712 (To be applied for)
(State or Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Classification Code Identification No.)
Organization) Number)
200 East Park Avenue
Edwardsville, Illinois 62025
(618) 656-6122
(Address and Telephone Number of Principal Executive Offices)
200 East Park Avenue
Edwardsville, Illinois 62025
(Address of Principal Place of Business or Intended Principal Place of Business)
Dennis M. Terry
200 East Park Avenue
Edwardsville, Illinois 62025
(708) 687-7400
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Alan Schick, Esq.
Ned Quint, Esq.
Luse Lehman Gorman Pomerenk & Schick, P.C.
5335 Wisconsin Avenue, N.W.
Suite 400
Washington, D.C. 20015
Approximate date of proposed sale to the public: As soon as practicable after
this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
check the following box: [X]
If this Form is filed to register additional shares for an offering pursuant to
Rule 462(b) under the Securities Act please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
================================================================================================================
Proposed Proposed
Amount to be maximum maximum
Title of each class of registered offering price aggregate Amount of
securities to be registered per share offering registration fee
price (1)
----------------------------------------------------------------------------------------------------------------
Common Stock, $0.10 par value per share 661,250 $10.00 $6,612,500 $1,654(2)
shares
================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Previously submitted.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers
Article NINTH of the Certificate of Incorporation of Clover Leaf
Financial Corp. (the "Corporation") sets forth circumstances under which
directors, officers, employees and agents of the Corporation may be insured or
indemnified against liability which they incur in their capacities as such:
NINTH:
A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.
B. The right to indemnification conferred in Section A of this Article
NINTH shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections A and B of this Article NINTH shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article NINTH is not paid in
full by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article NINTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article NINTH shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect
itself and any Director, Officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article NINTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
Item 25. Other Expenses of Issuance and Distribution
Amount
------
* Legal Fees and Expenses.................................. $ 100,000
* Printing, Postage, Mailing and EDGAR..................... 70,000
* Appraisal and Business Plan Fees and Expenses............ 23,000
* Accounting Fees and Expenses............................. 80,000
* Blue Sky Fees and Expenses............................... 25,000
* Conversion Data Processing............................... 12,500
** Marketing Agent Fees and Expenses........................ 85,000
* Marketing Agent Counsel Fees............................. 25,000
* Filing Fees (NASD, OBRE and SEC)......................... 13,100
* Other Expenses........................................... 30,000
----------
* Total ................................................... $ 443,600
==========
__________________________
* Estimated
** Clover Leaf Financial Corp. has retained Keefe, Bruyette & Woods, Inc. to
assist in the sale of common stock on a best efforts basis in the offering.
Item 26. Recent Sales of Unregistered Securities
Not Applicable.
Item 27. Exhibits:
The exhibits filed as part of this registration statement are as
follows:
(a) List of Exhibits
1.1 Engagement Letter between Clover Leaf Bank, SB and Keefe, Bruyette & Woods,
Inc.*
1.2 Form of Agency Agreement among Clover Leaf Financial Corp., Clover Leaf
Bank, SB and Keefe, Bruyette & Woods, Inc.*
2 Plan of Conversion*
3.1 Certificate of Incorporation of Clover Leaf Financial Corp.*
3.2 Bylaws of Clover Leaf Financial Corp.*
4 Form of Common Stock Certificate of Clover Leaf Financial Corp.*
5 Opinion of Luse Lehman Gorman Pomerenk & Schick regarding legality of
securities being registered*
8.1 Federal Tax Opinion of Luse Lehman Gorman Pomerenk & Schick*
8.2 Opinion of Keller & Company with respect to Subscription Rights*
10.1 Form of Employment Agreement for Dennis M. Terry*
10.2 Form of Employee Stock Ownership Plan*
10.3 Form of Severance Agreement*
10.4 Director Emeritus Plan*
10.5 Form of Director's Deferred Compensation Agreement
10.6 Officer's Deferred Bonus Compensation Agreement
17 Letter Regarding Change in Certified Public Accountants*
21 Subsidiaries of Registrant*
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick (contained in Opinions
included on Exhibits 5 and 8.1)
23.2 Consent of McGladrey & Pullen, LLP*
23.3 Consent of Crowe, Chizek and Company LLC*
23.4 Consent of Keller & Company*
23.5 Consent of RSM McGladrey, Inc.*
24 Power of Attorney (set forth on signature page)
99.1 Appraisal Agreement between Clover Leaf Bank, SB and Keller & Company*
99.2 Appraisal Report of Keller & Company*
99.3 Marketing Materials*
99.4 Order and Acknowledgment Form*
99.5 Business Plan Agreement between Clover Leaf Bank, SB and Keller & Company*
___________________________________
* Previously filed.
Item 28. Undertakings
The undersigned Registrant hereby undertakes:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii)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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
duration from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
The small business issuer will provide to the underwriter at the
closing specified in the Underwriting Agreement certificates in such
documentation and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer 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 small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
questions 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
In accordance with 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 SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of
Edwardsville, State of Illinois on November 7, 2001.
CLOVER LEAF FINANCIAL CORP.
By: \s\ Dennis M. Terry
---------------------------------
Dennis M. Terry
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Clover Leaf Financial
Corp. (the "Company") hereby severally constitute and appoint Dennis M. Terry as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities indicated below which said Dennis M. Terry may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration statement on Form SB-2 relating
to the offering of the Company's Common Stock, including specifically, but not
limited to, power and authority to sign for us in our names in the capacities
indicated below the registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby approve, ratify and confirm
all that said Dennis M. Terry shall do or cause to be done by virtue thereof.
In accordance with 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 stated.
Signatures Title Date
\s\ Dennis M. Terry President, Chief Executive November 7, 2001
------------------------- Officer and Director
Dennis M. Terry (Principal Executive
Officer)
\s\ Darlene F. McDonald Treasurer (Principal November 7, 2001
------------------------- Financial and Accounting
Darlene F. McDonald Officer)
\s\ Joseph J. Gugger Director November 7, 2001
-------------------------
Joseph J. Gugger
\s\ Kenneth P. Highlander Director November 7, 2001
-------------------------
Kenneth P. Highlander
\s\ Henry L. Malench Director November 7, 2001
-------------------------
Henry L. Malench
\s\ Gary D. Niebur Director November 7, 2001
-------------------------
Gary D. Niebur
\s\ Robert W. Schwartz Director November 7, 2001
-------------------------
Robert W. Schwartz
\s\ Charles W. Schmidt Director November 7, 2001
-------------------------
Charles W. Schmidt
\s\ Philip H. Weber Director November 7, 2001
-------------------------
Philip H. Weber
As filed with the Securities and Exchange Commission on November 8, 2001
Registration No. 333-69762
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
PRE-EFFECTIVE AMENDMENT NO. 2 TO THE
REGISTRATION STATEMENT
ON
FORM SB-2
Clover Leaf Financial Corp.
Edwardsville, Illinois
EXHIBIT INDEX
1.1 Engagement Letter between Clover Leaf Bank, SB and Keefe, Bruyette & Woods,
Inc.*
1.2 Form of Agency Agreement among Clover Leaf Financial Corp., Clover Leaf
Bank, SB and Keefe, Bruyette & Woods, Inc.*
2 Plan of Conversion*
3.1 Certificate of Incorporation of Clover Leaf Financial Corp.*
3.2 Bylaws of Clover Leaf Financial Corp.*
4 Form of Common Stock Certificate of Clover Leaf Financial Corp.*
5 Opinion of Luse Lehman Gorman Pomerenk & Schick regarding legality of
securities being registered*
8.1 Federal Tax Opinion of Luse Lehman Gorman Pomerenk & Schick*
8.2 Opinion of Keller & Company with respect to Subscription Rights*
10.1 Form of Employment Agreement for Dennis M. Terry*
10.2 Form of Employee Stock Ownership Plan*
10.3 Form of Severance Agreement*
10.4 Director Emeritus Plan*
10.5 Form of Director's Deferred Compensation Agreement
10.6 Officer's Deferred Bonus Compensation Agreement
17 Letter Regarding Change in Certified Public Accountants*
21 Subsidiaries of Registrant*
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick (contained in Opinions
included on Exhibits 5 and 8.1)
23.2 Consent of McGladrey & Pullen, LLP*
23.3 Consent of Crowe, Chizek and Company*
23.4 Consent of Keller & Company*
23.5 Consent of RSM McGladrey, Inc.*
24 Power of Attorney (set forth on signature page)
99.1 Appraisal Agreement between Clover Leaf Bank, SB and Keller & Company*
99.2 Appraisal Report of Keller & Company*
99.3 Marketing Materials*
99.4 Order and Acknowledgment Form*
99.5 Business Plan Agreement between Clover Leaf Bank, SB and Keller & Company*
_______________________________________
* Previously filed.