As filed with the Securities and Exchange Commission on June 3, 2005
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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FLAGSTAR BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
MICHIGAN 38-3150651
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5151 CORPORATE DRIVE
TROY, MICHIGAN 48098
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(Address of Principal Executive Office)
FLAGSTAR BANCORP, INC. 1997 EMPLOYEES AND DIRECTORS STOCK OPTION PLAN
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(Full title of the Plan)
MARK T. HAMMOND, VICE CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FLAGSTAR BANCORP, INC.
5151 CORPORATE DRIVE
TROY, MICHIGAN 48098
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(Name and Address of Agent For Service)
(248) 312-2000
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(Telephone Number, Including Area Code, of Agent for Service)
COPIES TO:
JEREMY T. JOHNSON, ESQUIRE
KUTAK ROCK LLP
1101 CONNECTICUT AVENUE, N.W., SUITE 1000
WASHINGTON, D.C. 20036-4374
(202) 828-2400
(202) 828-2488 (FACSIMILE)
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CALCULATION OF REGISTRATION FEE
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Title Of Amount Proposed Maximum Proposed Maximum Amount of
Securities To Be Offering Price Aggregate Offering Registration
To Be Registered Registered (1) Per Share (2) Price (3) Fee
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Common Stock,
$.01 par value 1,500,000 $19.27 $28,905,000 $3,414
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(1) The provisions of Rule 416 under the Securities Act of 1933 shall apply to
this Registration Statement and the number of shares registered on this
Registration Statement shall increase or decrease as a result of stock
splits, stock dividends or similar transactions. Shares are issuable under
the amendment to the Flagstar Bancorp, Inc. 1997 Employees and Directors
Stock Option Plan (the "Option Plan") approved at the 2005 Annual Meeting
of Shareholders on May 27, 2005 and as such amounts may be further
increased in accordance with said plan in the event of a merger,
consolidation, recapitalization, stock dividend, stock split, or similar
event involving the Registrant. In addition to the above-referenced
shares, 1,000,000 shares were previously registered on a Form S-8 dated
May 30, 2002, 2,067,000 shares were previously registered on a Form S-8
dated August 30, 2001, and 672,500 shares were previously registered on a
Form S-8 dated April 30, 1999. In total, there are 13,727,250 shares
(split adjusted to reflect a 3-for-2 stock split on July 13, 2001, a
3-for-2 stock split on May 31, 2002, and a 2-for-1 stock split on May 15,
2003) registered and issuable pursuant to the Option Plan.
(2) Estimated solely for the purpose of calculating the Registration Fee.
Under Rule 457(h), the shares are being registered based upon the average
of the high and low selling prices of the common stock of the Registrant,
as reported on the New York Stock Exchange ("NYSE") on May 26, 2005, of
$19.27 per share ($28,905,000 in the aggregate).
(3) Estimated based on (1) and (2) above.
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
Pursuant to Instruction E to Form S-8, the contents of (i) the
Registrant's Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on May 30, 2002 (File No. 333-89420)
relating to the registration of 3,000,000 shares (split-adjusted) of the
Registrant's common stock, par value $.01 per share (the "Common Stock), (ii)
the Registrant's Registration Statement on Form S-8 filed with the Commission on
August 30, 2001 (File No. 333-68682) relating to the registration of 3,026,250
shares (split-adjusted) of the Registrant's Common Stock, and (iii) the
Registrant's Registration Statement on Form S-8 filed with the Commission on
April 30, 1999 (File No. 333-77501) relating to the registration of 6,201,000
shares (split-adjusted) of the Registrant's Common Stock, authorized for
issuance pursuant to Flagstar Bancorp, Inc. 1997 Employees and Directors Stock
Option Plan (the "Plan"), are incorporated by reference in their entirety in
this Registration Statement, except as to the items set forth below. This
Registration Statement provides for the registration of an additional 1,500,000
shares of the Registrant's Common Stock available to be issued pursuant to the
Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
4.1 Flagstar Bancorp, Inc. 1997 Employees and Directors Stock Option
Plan, as Amended
4.2 Form of Stock Option Agreement to be entered into with Optionees
with respect to Incentive Stock Options granted under the Flagstar
Bancorp, Inc. 1997 Employees and Directors Stock Option Plan, as
Amended (incorporated by reference to Exhibit 4.2 of the
Registration Statement on Form S-8 (File No. 333-68682) filed on
August 30, 2001)
4.3 Form of Stock Option Agreement to be entered into with Optionees
with respect to Non-Incentive Stock Options granted under the
Flagstar Bancorp, Inc. 1997 Employees and Directors Stock Option
Plan, as Amended (incorporated by reference to Exhibit 4.3 of the
Registration Statement on Form S-8 (File No. 333-68682) filed on
August 30, 2001)
5 Opinion of Kutak Rock LLP as to the legality of the Common Stock
being registered
23.1 Consent of Kutak Rock LLP (included in Exhibit 5)
23.2 Consent of Independent Registered Public Accounting Firm
SIGNATURES
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 Troy, State of Michigan, on this 31st day of May,
2005.
FLAGSTAR BANCORP, INC.
By /s/ Mark T. Hammond
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Mark T. Hammond
Vice Chairman, President and
Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Exchange Act of 1933, this
Registration Statement has been signed by the following persons (including a
majority of the Board of Directors of the Registrant) in the capacities and on
the dates indicated.
SIGNATURES TITLE DATE
/s/ Thomas J. Hammond Chairman of the Board May 31, 2005
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Thomas J. Hammond
/s/ Mark T. Hammond Vice Chairman of the Board, May 31, 2005
--------------------------------------- President and Chief Executive Officer
Mark T. Hammond (Principal Executive Officer)
/s/ Michael W. Carrie Executive Director, May 31, 2005
--------------------------------------- Chief Financial Officer and
Michael W. Carrie Treasurer (Principal Financial
and Accounting Officer)
/s/ Kirstin A. Hammond Executive Director May 31, 2005
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Kirstin A. Hammond
/s/ Robert O. Rondeau, Jr. Executive Director May 31, 2005
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Robert O. Rondeau, Jr.
/s/ Charles Bazzy Director May 31, 2005
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Charles Bazzy
Director May 31, 2005
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James D. Coleman
/s/ Richard S. Elsea Director May 31, 2005
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Richard S. Elsea
/s/ Michael Lucci, Sr. Director May 31, 2005
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Michael Lucci, Sr.
/s/ Robert W. DeWitt Director May 31, 2005
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Robert W. DeWitt
/s/ Frank D'Angelo Director May 31, 2005
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Frank D'Angelo
INDEX TO EXHIBITS
Exhibit Description
4.1 Flagstar Bancorp, Inc. 1997 Employees and Directors Stock Option Plan,
as amended
4.2 Form of Stock Option Agreement to be entered into with Optionees with
respect to Incentive Stock Options granted under the Flagstar Bancorp,
Inc. 1997 Employees and Directors Stock Option Plan, as Amended
(incorporated by reference to Exhibit 4.2 of the Registration
Statement on Form S-8 (File No. 333-68682) filed on August 30, 2001)
4.3 Form of Stock Option Agreement to be entered into with Optionees with
respect to Non-Incentive Stock Options granted under the Flagstar
Bancorp, Inc. 1997 Employees and Directors Stock Option Plan, as
Amended (incorporated by reference to Exhibit 4.3 of the Registration
Statement on Form S-8 (File No. 333-68682) filed on August 30, 2001)
5 Opinion of Kutak Rock LLP as to the legality of the Common Stock being
registered
23.1 Consent of Kutak Rock LLP (included in Exhibit 5)
23.2 Consent of Independent Registered Public Accounting Firm