UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BankFinancial Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Maryland (To be applied for)
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
15W060 North Frontage Road, Burr Ridge, Illinois 60527
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the Pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. box. [x]
Securities Act registration statement file number to which this form relates:
333-119217
Securities to be registered pursuant to Section 12(b) of the Act.
None N/A
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(Title of Class) (Name of Each Exchange on Which
Each Class is to be Registered)
Securities to be registered pursuant to Section 12(g) of the Act:
Common stock, par value $0.01 per share
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
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For a description of the Registrant's securities, reference is made to "Our
Dividend Policy," "The Conversion; Plan of Distribution," "Restrictions on
Acquisition of BankFinancial Corporation" and "Description of Capital Stock" in
the Registrant's Registration Statement on Form S-1 (File No. 333-119217), as
initially filed September 23, 2004 and as amended on November 1, 2004, November
10, 2004, March 14, 2005 and April 13, 2005, which is hereby incorporated by
reference. For a description of the provisions of the Registrant's Articles of
Incorporation and Bylaws, reference is made to "Restrictions on Acquisition of
BankFinancial Corporation" and "Description of Capital Stock" in the
Registrant's Registration Statement on Form S-1 (File No. 333-119217), as
initially filed September 23, 2004 and as amended on November 1, 2004, November
10, 2004, March 14, 2005 and April 13, 2005, which is incorporated herein by
reference.
Item 2. Exhibits.
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1. Registration Statement on Form S-1 (File No. 333-119217), as initially
filed September 23, 2004 and as amended on November 1, 2004, November
10, 2004, March 14, 2005 and April 13, 2005, which is incorporated
herein by reference.
2. Articles of Incorporation (incorporated by reference to Exhibit 3.1 of
the Registration Statement on Form S-1 (File No. 333-119217), as
initially filed September 23, 2004 and as amended on November 1, 2004,
November 10, 2004, March 14, 2005 and April 13, 2005).
3. Bylaws (incorporated by reference to Exhibit 3.2 of the Registration
Statement on Form S-1 (File No. 333-119217), as initially filed
September 23, 2004 and as amended on November 1, 2004, November 10,
2004, March 14, 2005 and April 13, 2005).
4. Form of Common Stock Certificate (incorporated by reference to Exhibit
4 of the Registration Statement on Form S-1 (File No. 333-119217), as
initially filed September 23, 2004 and as amended on November 1, 2004,
November 10, 2004, March 14, 2005 and April 13, 2005).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
BANKFINANCIAL CORPORATION
Date: May 23, 2005 By: /s/ F. Morgan Gasior
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F. Morgan Gasior
Chairman of the Board, Chief Executive
Officer and President