Wisconsin
(State or other jurisdiction of
incorporation or organization)
|
39-1576570
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
Emerging growth company
o
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Title of securities
to be registered
|
Amount to be
registered(1)
|
Proposed maximum
offering price
per share(2)
|
Proposed maximum
aggregate
offering price(2)
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Amount of registration fee
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Common Stock, $0.01 par value per share
|
480,341
|
$24.10
|
$11,576,218.10
|
$1,402.75
|
(1)
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Reflects shares of common stock, par value $0.01 per share (the “Common Stock”), of First Business Financial Services, Inc. (the “Registrant”) issuable pursuant to the First Business Financial Services, Inc. 2019 Equity Incentive Plan (the “Plan”), including: (i) 185,000 shares reserved for issuance in connection with the adoption of the Plan, (ii) 93,381 shares that remained available for issuance under the First Business Financial Services, Inc. 2012 Equity Incentive Plan (the “Prior Plan”) at the time the Plan was adopted, which are no longer available for issuance under the Prior Plan and are now reserved for issuance under the Plan, and (iii) up to 201,960 shares that are currently subject to outstanding awards under the Prior Plan, and that may become available for issuance under the Plan if such awards otherwise would become available for reuse under the Prior Plan, including due to a forfeiture, expiration or cancellation of such awards. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 also registers any additional securities that may become issuable in connection with terms of the Plan that provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on May 7, 2019.
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(a)
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The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on February 28, 2019;
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(b)
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The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, filed with the Commission on April 26, 2019;
|
(c)
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The Registrant’s Current Reports on Form 8-K filed on February 20, 2019 and May 3, 2019; and
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(d)
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The description of the Registrant’s common stock contained in Item 11 of the Company’s Registration Statement on Form 10 filed with the Commission on April 28, 2005 (File No. 000-51028), as amended on June 24, 2005, July 27, 2005 and December 21, 2005, and any amendment or report filed for the purpose of updating such description
.
|
•
|
a willful failure to deal fairly with the Registrant or its shareholders in connection with a matter in which the director or officer has a material conflict of interest;
|
•
|
a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful;
|
•
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a transaction from which the director or officer derived an improper personal profit; or
|
•
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willful misconduct.
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Exhibit Number
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Description
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4.1
|
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5.1*
|
|
23.1*
|
|
23.2*
|
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23.3*
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Consent of Barbara M. Conley, Esq.
(included in Exhibit 5.1)
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24.1*
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Power of Attorney (included in the signature page to this Registration Statement)
|
*
|
Filed herewith
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Signature
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Title
|
Date
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/s/ Corey A. Chambas
Corey A. Chambas
|
Director, President and Chief Executive Officer
(principal executive officer)
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May 13, 2019
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/s/ Edward G. Sloane, Jr.
Edward G. Sloane, Jr.
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Chief Financial Officer
(principal financial officer)
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May 13, 2019
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/s/ Peggy J. Stebbins
Peggy J. Stebbins
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Chief Accounting Officer & Controller
(principal accounting officer)
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May 13, 2019
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/s/ Gerald L. Kilcoyne
Gerald L. Kilcoyne
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Chairman of the Board of Directors
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May 13, 2019
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/s/ Laurie S. Benson
Laurie S. Benson
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Director
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May 13, 2019
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/s/ Mark D. Bugher
Mark D. Bugher
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Director
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May 13, 2019
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/s/ Carla C. Chavarria
Carla C. Chavarria
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Director
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May 13, 2019
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Signature
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Title
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Date
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/s/ Jan A. Eddy
Jan A. Eddy
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Director
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May 13, 2019
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/s/ John J. Harris
John J. Harris
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Director
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May 13, 2019
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/s/ W. Kent Lorenz
W. Kent Lorenz
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Director
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May 13, 2019
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/s/ Ralph R. Kauten
Ralph R. Kauten
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Director
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May 13, 2019
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/s/ Timothy J. Keane
Timothy J. Keane
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Director
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May 13, 2019
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/s/ Daniel P. Olszewski
Daniel P. Olszewski
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Director
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May 13, 2019
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/s/ Carol P. Sanders
Carol P. Sanders
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Director
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May 13, 2019
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Re:
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Registration Statement on Form S-8
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