Maryland
|
36-446025
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
800
West Madison Street, Chicago, Illinois
|
60607
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Title
of Securities to be registered
|
Amount
to be registered
|
Proposed
maximum offering price per share
|
Proposed
maximum aggregate offering price
|
Amount
of registration fee
|
Common
Stock, par value
$.01
per share
|
350,000 shares(1)
|
31.80(1)
|
$11,130,000
(1)
|
$342
|
Interests
in Plan
|
N/A(2)
|
N/A(2)
|
N/A
|
N/A
|
(1)
|
Estimated
in accordance with Rule 457(h), calculated on the basis of $31.80
per
share, which was the average of the high and low sale prices per
share of
the common stock on the NASDAQ Stock Market on August 3,
2007.
|
(2)
|
In
addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as
amended, this Registration Statement also covers an indeterminate
amount
of interests to be offered or sold pursuant to the employee benefit
plan
described herein. In accordance with Rule 457(h)(2), no
separate fee calculation is made for plan
interests.
|
|
PART
I
|
(a)
|
the
Company’s Annual Report on Form 10-K for the year ended December 31, 2006,
as amended by the Form 10-K/A filed on March 2,
2007;
|
(b)
|
the
Plan’s Annual Report on Form 11-K for the plan year ended December 31,
2006;
|
(c)
|
the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2007, as amended by the Form 10-Q/A filed on May 15,
2007;
|
(d)
|
the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2007;
|
(e)
|
the
Company’s Current Reports on Form 8-K filed on January 5, 2007 (two
reports), February 27, 2007, May 1, 2007 and July 2, 2007;
and
|
(f)
|
the
description of the common stock, par value $.01 per share, of the
Company
contained in the Company’s Registration Statement on Form 8-A filed on
October 9, 2001, and all amendments or reports filed for the purpose
of
updating such description.
|
Item
8.
|
Exhibits.
|
Item
9.
|
Undertakings.
|
|
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this 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
bonafide 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
Registrant's 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 plan’s 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
bonafide 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 of expenses
incurred or paid by a director, officer or controlling person 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.
|
MB
FINANCIAL, INC.
|
|
By:
/s/ Mitchell
Feiger
|
|
Mitchell
Feiger
|
|
President
and Chief Executive Officer
|
/s/
Mitchell
Feiger
Mitchell
Feiger
|
Director,
President and Chief Executive Officer
(Principal
Executive Officer)
|
August
9, 2007
|
/s/
Jill E.
York
Jill
E. York
|
Vice
President and Chief Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
|
August
9, 2007
|
/s/
David P. Bolger
David
P. Bolger
|
Director
|
August
9, 2007
|
/s/
Robert S. Engelman, Jr.
Robert
S. Engelman, Jr.
|
Director
|
August
9, 2007
|
/s/
Charles Gries
Charles
Gries
|
Director
|
August
9, 2007
|
/s/
James N. Hallene
James
N. Hallene
|
Director
|
August
9, 2007
|
/s/
Thomas H. Harvey
Thomas
H. Harvey
|
Director
|
August
9, 2007
|
/s/
Patrick Henry
Patrick
Henry
|
Director
|
August
9, 2007
|
Richard
J. Holmstrom
|
Director
|
August
9, 2007
|
Karen
J. May
|
Director
|
August
9, 2007
|
Richard
M. Rieser, Jr.
|
Director
|
August
9, 2007
|
/s/
Ronald D. Santo
Ronald
D. Santo
|
Director
|
August
9, 2007
|
MB
FINANCIALBANK, N.A., as Plan Trustee
|
|
By:
/s/ Jill E.
York
|
|
Jill
E. York
|
|
Executive
Vice President and Chief Financial
Officer
|
Exhibit
Number
|
Document
|
4.1
|
Charter
of the Registrant, as amended (included as Exhibit 3.1 to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2007
(File
No. 0-24566-01) and incorporated herein by reference).
|
4.2
|
Bylaws
of the Registrant, as amended (included as Exhibit 3.2 to the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2006,
as
amended on Form 10-K/A filed on March 2, 2007 (File No. 0-24566-01)
and
incorporated herein by reference).
|
4.3
|
Form
of the Registrant's
specimen common stock certificate (filed as Exhibit 4.1 to Amendment
No.
One to the Registrant's
Registration Statement on Form S-4 (Registration Number 333-64584)
and
incorporated herein by reference).
|
|
|
23.1
|
|
|
|
24
|
Power
of Attorney (contained on signature
page)
|