As filed with the Securities and Exchange
Commission on September 15, 2003 Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WINTRUST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
36-3873352
ILLINOIS 727 NORTH BANK LANE (IRS Employer
(State or Other LAKE FOREST, ILLINOIS 60045-1951 Identification
Jurisdiction of (847) 615-4096 Number)
Incorporation or (Address, Including Zip Code,
Organization) and Telephone Number, Including Area
Code, of Registrant's Principal
Executive Offices)
DAVID A. DYKSTRA
SENIOR EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER
AND CHIEF FINANCIAL OFFICER
727 NORTH BANK LANE
LAKE FOREST, ILLINOIS 60045-1951
(847) 615-4096
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
The Commission is requested to send copies of all
communications to:
JENNIFER R. EVANS, ESQ. TIMOTHY J. MELTON, ESQ.
JENNIFER DURHAM KING, ESQ. EDWARD B. WINSLOW, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C. JONES DAY
222 NORTH LASALLE STREET 77 WEST WACKER
CHICAGO, ILLINOIS 60601-1003 CHICAGO, ILLINOIS 60601
(312) 609-7500 (312) 782-3939
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effectiveness of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-108452
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
____________________
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
Common Stock, without par value* 227,108 $35.80 $8,130,466.40 $659
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* Including the preferred share purchase rights associated therewith.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (File No. 333-108452) filed by Wintrust Financial
Corporation with the Securities and Exchange Commission (the "Commission") on
September 3, 2003, as amended, which was declared effective by the Commission on
September 15, 2003, including the exhibits thereto, are incorporated by
reference into this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
5.1 Opinion of Vedder, Price, Kaufman & Kammholz, P.C. regarding legality.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Vedder, Price, Kaufman & Kammholz, P.C. (included in opinion
filed as Exhibit 5.1).
24.1 Power of Attorney, incorporated herein by reference to Exhibit 24.1 to
the Registrant's Registration Statement on Form S-3 (File No.
333-108452).
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* Filed herewith.
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-3 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 this 15th day
of September, 2003.
WINTRUST FINANCIAL CORPORATION
By: /s/ Edward J. Wehmer
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Edward J. Wehmer
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 15th day
of September, 2003 in the capacities indicated.
Signature Title
--------- -----
/s/ Edward J. Wehmer
--------------------------------------- President, Chief Executive
Edward J. Wehmer Officer and Director
/s/ David L. Stoehr Executive Vice President and
--------------------------------------- Chief Financial Officer
David L. Stoehr (Principal Accounting Officer)
/s/ John S. Lillard*
--------------------------------------- Chairman and Director
John S. Lillard
--------------------------------------- Director
Peter D. Crist
/s/ Bruce K. Crowther*
--------------------------------------- Director
Bruce K. Crowther
/s/ Bert A. Getz, Jr.*
--------------------------------------- Director
Bert A. Getz, Jr.
--------------------------------------- Director
Philip W. Hummer
/s/ James B. McCarthy*
--------------------------------------- Director
James B. McCarthy
/s/ Marguerite Savard McKenna* Director
---------------------------------------
Marguerite Savard McKenna
/s/ Albin F. Moschner* Director
---------------------------------------
Albin F. Moschner
Signature Title
--------- -----
/s/ Thomas J. Neis*
--------------------------------------- Director
Thomas J. Neis
--------------------------------------- Director
Hollis W. Rademacher
--------------------------------------- Director
J. Christopher Reyes
/s/ John J. Schornack*
--------------------------------------- Director
John J. Schornack
/s/ Ingrid S. Stafford*
--------------------------------------- Director
Ingrid S. Stafford
*Signed pursuant to power of attorney
By: /s/ David A. Dykstra
---------------------------------
David A. Dykstra
Senior Vice President and
Chief Operating Officer
EXHIBIT LIST
5.1 Opinion of Vedder, Price, Kaufman & Kammholz, P.C. regarding legality.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Vedder, Price, Kaufman & Kammholz, P.C. (included in opinion
filed as Exhibit 5.1).
24.1 Power of Attorney, incorporated herein by reference to Exhibit 24.1 to
the Registrant's Registration Statement on Form S-3 (File No.
333-108452).
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* Filed herewith.