- Securities Registration: Employee Benefit Plan (S-8)
July 29 2011 - 4:09PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 29, 2011
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
WINTRUST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Illinois
(State or other jurisdiction
of incorporation or organization)
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36-3873352
(I.R.S. Employer
Identification No.)
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727 North Bank Lane
Lake Forest, Illinois
(Address of Principal Executive Offices)
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60045
(Zip Code)
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Wintrust Financial Corporation 2007 Stock Incentive Plan
(Full title of the plan)
David A. Dykstra
Senior Executive Vice President and Chief Operating Officer,
Secretary and Treasurer
727 North Bank Lane
Lake Forest, Illinois 60045
(847) 615-4096
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Lisa J. Reategui
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000
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):
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Calculation of Registration Fee
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Proposed Maximum
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Proposed Maximum
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Amount to be
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Offering Price
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Aggregate Offering
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Amount of
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Title of Securities to be Registered
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Registered (1)
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Per Share
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Price
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Registration Fee (2)
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Common Stock,
no par value per share
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2,860,000 shares
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$
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34.51
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$
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98,698,600
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$
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11,459
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(1)
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Reflects shares of common stock (the Shares), no par value per share, of Wintrust
Financial Corporation, an Illinois corporation (the Registrant), being registered hereunder that
may be issued pursuant to Wintrust Financial Corporation 2007 Stock Incentive Plan (the Plan).
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the Securities
Act), this Registration Statement also covers any additional securities that may be offered or
issued pursuant to the provisions of the Plan relating to adjustments for changes resulting from
stock dividends, stock splits, recapitalization, reorganization, merger, consolidation or similar
changes.
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(2)
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Estimated solely for the purposes of calculating the registration fee and, pursuant to
Rules 457(c) and 457(h) under the Securities Act, based upon the average of the high and low sales
price of the Shares as reported on the NASDAQ Global Select Market on July 25, 2011.
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REGISTRATION OF ADDITIONAL SECURITIES
INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE
A Registration Statement on Form S-8 (SEC File No. 333-140141) was filed with the Securities
and Exchange Commission (the Commission) on January 23, 2007 covering the registration of 500,000
Shares to be offered pursuant to the Plan. Pursuant to General Instruction E to Form S-8, this
Registration Statement is being filed to register an additional 2,860,000 Shares under the Plan and
hereby incorporates by reference the contents of the prior Registration Statement except for Items
3 and 8, which are being updated by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission by the Registrant, are
incorporated herein by reference:
(1) the Registrants annual report on Form 10-K for the fiscal year ended December 31, 2010,
filed with the Commission on March 1, 2011;
(2) the Registrants quarterly report on Form 10-Q for the quarter ended March 31, 2011, filed
with the Commission on May 9, 2011;
(3) the Registrants current reports on Forms 8-K and 8-K/A, filed with the Commission on
February 2, 2011, February 14, 2011, April 15, 2011, May 31, 2011, July 29, 2011 (with respect to
advisory votes regarding executive compensation) and July 29, 2011 (with respect to modifications
of the Registrants articles of incorporation);
(4) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), since December 31, 2010; and
(5) The description of the Registrants common stock, no par value per share, contained in the
Registrants Registration Statement on Form 8-A filed on January 3, 1997 under the Exchange Act,
including any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or
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 hereby have been sold or
which deregisters all securities then remaining unsold are deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the respective dates of filing of
such documents (such documents, and the documents enumerated above, being hereinafter referred to
as Incorporated Documents).
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document 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.
ITEM 8. EXHIBITS.
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Exhibit No.
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Description
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4.1
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Amended and Restated Articles of Incorporation of Wintrust Financial Corporation, as
amended (incorporated by reference to Exhibit 3.1 of the Registrants Quarterly Report
on Form 10-Q for the quarter ended June 30, 2006).
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4.2
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Amended and Restated By-laws of Wintrust Financial Corporation, as amended (incorporated
by reference to Exhibit 3.2 of the Registrants Current Report on Form 8-K filed with
the Commission on April 15, 2011).
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4.3
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Wintrust Financial Corporation 2007 Stock Incentive Plan, as amended (incorporated by
reference to Annex A of the Registrants Definitive Proxy Statement on Schedule 14A
filed with the Commission on April 28, 2011).
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5.1
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Opinion of Sidley Austin LLP relating to the validity of the securities being registered.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of Sidley Austin LLP (included in Exhibit 5.1).
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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 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 Lake Forest, state of Illinois, on July 29, 2011.
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WINTRUST FINANCIAL CORPORATION
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By:
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/s/ David A. Dykstra
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Name:
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David A. Dykstra
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Title:
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Senior Executive Vice President and
Chief Operating
Officer, Secretary and Treasurer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement
has been signed by the following persons in the capacities and on the dates indicated:
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Name
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Title
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Date
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Chairman of the Board of Directors
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July 29, 2011
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Peter D. Crist
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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July 29, 2011
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Edward J. Wehmer
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/s/ David L. Stoehr
David L. Stoehr
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Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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July 29, 2011
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Director
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July 29, 2011
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Bruce K. Crowther
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Director
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July 29, 2011
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Joseph F. Damico
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Director
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July 29, 2011
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Bert A. Getz, Jr.
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/s/ H. Patrick Hackett, Jr.
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Director
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July 29, 2011
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H. Patrick Hackett, Jr.
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Director
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July 29, 2011
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Scott K. Heitmann
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Director
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July 29, 2011
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Charles H. James III
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Director
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July 29, 2011
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Albin F. Moschner
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Director
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July 29, 2011
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Thomas J. Neis
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Director
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July 29, 2011
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Christopher J. Perry
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Director
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July 29, 2011
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Hollis W. Rademacher
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Director
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July 29, 2011
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Ingrid S. Stafford
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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4.1
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Amended and Restated Articles of Incorporation of Wintrust Financial Corporation, as
amended (incorporated by reference to Exhibit 3.1 of the Registrants Quarterly Report
on Form 10-Q for the quarter ended June 30, 2006).
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4.2
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Amended and Restated By-laws of Wintrust Financial Corporation, as amended (incorporated
by reference to Exhibit 3.2 of the Registrants Current Report on Form 8-K filed with
the Commission on April 15, 2011).
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4.3
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Wintrust Financial Corporation 2007 Stock Incentive Plan, as amended (incorporated by
reference to Annex A of the Registrants Definitive Proxy Statement on Schedule 14A
filed with the Commission on April 28, 2011).
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5.1
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Opinion of Sidley Austin LLP relating to the validity of the securities being registered.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of Sidley Austin LLP (included in Exhibit 5.1).
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