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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">As filed with the Securities and Exchange Commission on December&nbsp;7, 2004
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="RIGHT" valign="top">Registration No.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
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    <TD>&nbsp;</TD>
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<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<P align="center" style="font-size: 14 pt"><B>FORM S-8<BR>
REGISTRATION STATEMENT</B><BR>
Under<BR>
The Securities Act of 1933

<P align="center" style="font-size: 12pt"><B><HR size="1" noshade width="25%" align="center"></B>

<P align="center" style="font-size: 14pt"><B>CENTRUE FINANCIAL CORPORATION</B>

<DIV align="center" style="font-size: 10pt">(Exact name of Registrant as specified in its charter)</DIV>

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    <TD align="center" valign="top"><B>Delaware</B><BR>
(State or other jurisdiction of<BR>
incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>36-3846489</B><BR>
(I.R.S. Employer<BR>
Identification No.)</TD>
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<P align="center" style="font-size: 10pt"><B>310 South Schuyler<BR>
Kankakee, Illinois 60901</B><BR>
(Address of principal executive offices)


<P align="center" style="font-size: 10pt"><HR size="1" noshade width="25%" align="center">


<P align="center" style="font-size: 10pt"><B>Centrue Bank 401(k) Savings Plan</B><BR>
(Full title of the plan)


<P align="center" style="font-size: 10pt"><HR size="1" noshade width="25%" align="center">


<P align="center" style="font-size: 10pt"><B>James Lindstrom<BR>
Chief Financial Officer<BR>
Centrue Financial Corporation<BR>
310 South Schuyler<BR>
Kankakee, Illinois 60901</B><BR>
(Name and address of agent for service)


<P align="center" style="font-size: 10pt"><B>(815)&nbsp;937-4440</B><BR>
(Telephone number, including area code, of agent for service)


<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="34%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>to be Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered(1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>per Share(2)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price(2)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee(2)</B><HR size="1" noshade></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock, $0.01
par value(3)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">50,000 shares</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">28.10</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,405,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">179.00</TD>
    <TD>&nbsp;</TD>
</TR>

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</DIV>




<P>
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<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Pursuant to Rule 416(a) under the Securities Act, this Registration
Statement also registers such indeterminate number of additional shares as
may be issuable under the Plan in connection with share splits, share
dividends or similar transactions. In addition, pursuant to Rule 416(c)
under the Securities Act, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Plan.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Estimated pursuant to Rule 457(h) under the Securities Act, solely for
the purpose of calculating the registration fee, based on the closing
price of the Registrant&#146;s common stock as quoted on the American Stock
Exchange on December&nbsp;3, 2004.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Preferred stock purchase rights will be distributed without charge with
respect to each share of the Registrant&#146;s Common Stock registered hereby.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<P align="center" style="font-size: 10pt"><B>EXPLANATORY NOTE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Centrue Financial Corporation (the &#147;Registrant&#148;) previously filed a
Registration Statement on Form S-8 registering shares of its common stock, par
value $0.01 per share (&#147;Common Stock&#148;) and related participation interests to
be issued pursuant to the Centrue Bank 401(k) Savings Plan (the &#147;Plan&#148; and
formerly known as the Kankakee Federal Amended and Restated 401(k) Savings
Plan). This Registration Statement on Form S-8 is filed by
the Registrant for the purpose of (i)&nbsp;reporting the merger of the Kankakee
Bancorp, Inc. Employee Stock Ownership Plan into the Plan and (ii)&nbsp;increasing
the number of shares of Common Stock for which a Registration Statement on Form
S-8 of the Registrant relating to the Plan is effective. This Registration Statement on Form S-8 relates to 50,000 shares of Common
Stock, issuable pursuant to the Plan.




<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the information specified in Part&nbsp;I of Form S-8
will be sent or given to participants in the Plan as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
&#147;Commission&#148;) under the Securities Act of 1933, as amended (the &#147;Securities
Act&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item&nbsp;3 of Part&nbsp;II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act. The Registrant will
submit the Plan and any amendment thereto to the Internal Revenue Service (the
&#147;IRS&#148;) in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.


<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION NOT REQUIRED IN PROSPECTUS</B>



<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Certain Documents by Reference.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents previously or concurrently filed by Centrue
Financial Corporation. (the &#147;Company&#148;) with the Commission are hereby
incorporated by reference into this Registration Statement:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Annual Report on Form 10-K for the year ended
December&nbsp;31, 2003;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the &#147;Exchange
Act&#148;), since the end of the last fiscal year; and</TD>
</TR>


<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of the Company&#146;s Common Stock set forth the
Company&#146;s Registration Statement on Form S-4/A, filed with the
Commission on July&nbsp;30, 2003, is hereby incorporated by reference,
together with all amendments or reports filed for the purpose of
updating such description.</TD>
</TR>

</TABLE>

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the Company or the Plan with the
Commission pursuant to Sections&nbsp;13(a), 13(c), 14, or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or
deemed to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the &#147;Prospectus&#148;) to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In accordance with the Delaware General Corporation Law, Articles Eleventh
and Twelfth of the Company&#146;s Certificate of Incorporation provides as follows:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ELEVENTH:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A. Each person who was or is made a party or is threatened to
be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter a &#147;proceeding&#148;), by reason of the fact
that he or she is or was a director or an officer of the
Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan
(hereinafter an &#147;indemnitee&#148;), whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such
law permitted the Corporation to provide prior to such amendment),
against all expense, liability and loss (including attorneys&#146;
fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith; provided, however, that,
except as provided in Section&nbsp;C hereof with respect to proceedings
to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or
part thereof) initiated by such indemnitee only if such proceeding
(or part thereof) was authorized by the Board of Directors of the
Corporation.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B. The right to indemnification conferred in Section&nbsp;A of
this Article shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance
of its final disposition (hereinafter an &#147;advancement of
expenses&#148;); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by
an indemnitee in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the
Corporation of an undertaking (hereinafter an &#147;undertaking&#148;), by
or on behalf of such indemnitee, to repay all amounts so advanced
if it shall ultimately be determined by final judicial decision
from which there is no further right to appeal (hereinafter a
&#147;final adjudication&#148;), that such indemnitee is not entitled to be,
indemnified for such expenses under this Section or otherwise. The
rights to indemnification and to the advancement of expenses
conferred in Sections&nbsp;A and B of this Article shall be contract
rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of the indemnitee&#146;s heirs, executors and
administrators.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C. If a claim under Section&nbsp;A or B of this Article is not
paid in full by the Corporation within sixty days after a written
claim has been received by the Corporation, except in the case of
a claim for an advancement of expenses, in which case the
applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Corporation to recover
an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall also be entitled to be paid the
expense of prosecuting or defending such suit. In (i)&nbsp;any suit
brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce
a right to an advancement of expenses) it shall be a defense that,
and (ii)&nbsp;in any suit by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking the
Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable
standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee
is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or
its stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in
the case of such a suit brought by the indemnitee, be a defense to
such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses
hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or
to such advancement of expenses, under this Article or otherwise
shall be on the Corporation.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D. The rights to indemnification and to the advancement of
expenses conferred in this Article shall not be exclusive of any
other right which any person may have or hereafter acquire under
any statute, the Corporation&#146;s Certificate of Incorporation,
Bylaws, agreement, vote of stockholders or Disinterested Directors
or otherwise.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify
such person against such expense, liability or loss under the
Delaware General Corporation Law.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;F. The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification
and to the advancement of expenses to any employee or agent of the
Corporation to the fullest extent of the provisions of this
Article with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TWELFTH: A director of this Corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i)&nbsp;for any breach of the director&#146;s duty of
loyalty to the Corporation or its stockholders, (ii)&nbsp;for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii)&nbsp;under Section&nbsp;174
of the Delaware General Corporation Law, or (iv)&nbsp;for any
transaction from which the director derived an improper personal
benefit. If the Delaware General Corporation Law is hereafter
amended to further eliminate or limit the personal liability of
directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any
right or protection of a director of the corporation existing at
the time of such repeal or modification.


<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.





<P align="center" style="font-size: 10pt">II-1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="CENTER"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="CENTER"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Exhibit</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
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<TR valign="bottom">
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD ALIGN="CENTER" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="LEFT" valign="top">Consent of McGladrey &#038; Pullen, LLP, Independent Auditors</TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD ALIGN="CENTER" valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on II-4)</TD>
</TR>

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</TABLE>
</DIV>


<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings.</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned Registrant hereby undertakes:</TD>
</TR>

</TABLE>


<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement to
include: (i)&nbsp;any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act; (ii)&nbsp;to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and (iii)&nbsp;any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement, provided however, that
provisions (i)&nbsp;and (ii)&nbsp;of this undertaking are inapplicable if the
information to be filed thereunder is contained in periodic reports filed
by the Company pursuant to Sections&nbsp;13 or 15(d) of the Exchange Act and
incorporated by reference into the Registration Statement.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) That, for the purpose of determining any liability under the
Securities Act, 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 bona fide offering thereof.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan&#146;s
annual report pursuant to Section 15(d) of the Exchange Act) 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 bona
fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provision, 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
Securities 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 Securities Act and will be
governed by the final adjudication of such issue.


<P align="center" style="font-size: 10pt">II-2
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In accordance with the requirements of the Securities Act of 1933, the
Registrants certify that they have reasonable grounds to believe that they meet
all of the requirements of filing on Form S-8 and have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunder duly authorized, in the City of Kankakee, State of Illinois, on
December&nbsp;7, 2004.

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3"><B>CENTRUE FINANCIAL CORPORATION</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ Thomas A. Daiber
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Thomas A. Daiber&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">President and Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ James Lindstrom
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">James Lindstrom&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Executive Vice President and Chief Financial Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>
<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3"><B>CENTRUE BANK 401(k) SAVINGS PLAN</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/
James Lindstrom</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">James Lindstrom<br>
Trustee</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt">II-3
</DIV>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Know all men by these presents, that each person whose signature appears
below constitutes and appoints Thomas A. Daiber or James Lindstrom, and each of
them, his or her true and lawful attorney-in-fact and agent, each with full
power of substitution and re-substitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
indicated on December&nbsp;7, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="42%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="38%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" nowrap valign="top"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
<B>Title</B></TD>
</TR>

<TR valign="bottom">

<TD align="center" nowrap valign="top"><HR noshade size="1" width="20%"></TD>
    <TD>&nbsp;</TD>

<TD align="center" valign="top"><HR noshade size="1" width="10%">
</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Michael A. Griffith<BR>
<HR size="1" noshade>
Michael A. Griffith</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chairman of the Board and Director</TD>
</TR>


<TR>
    <TD>&nbsp;</TD>
</TR>



<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Thomas A. Daiber<BR>
<HR size="1" noshade>
Thomas A. Daiber</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
President, Chief Executive Officer and Director</TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Michael J. Hejna<BR>
<HR size="1" noshade>
Michael J. Hejna</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>


<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Mark L. Smith<BR>
<HR size="1" noshade>
Mark L. Smith</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>


<TR>
    <TD>&nbsp;</TD>
</TR>


<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Wesley E. Walker<BR>
<HR size="1" noshade>
Wesley E. Walker</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">II-4
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>CENTRUE FINANCIAL CORPORATION</B>



<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX<BR>
TO<BR>
FORM S-8 REGISTRATION STATEMENT</B>


<DIV align="center"><TABLE style="font-size: 10pt" cellspacing="0" border="0"
cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="16%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="21%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="16%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Incorporated</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Herein by</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Filed</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Reference to</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Herewith</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">23.1
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of McGladrey &#038;<BR>
Pullen, LLP
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">X</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">24.1
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included on II-4)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Included on the<BR>
signature page</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">II-5
</DIV>


</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "c90313sv8.htm", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 37953}]
{"company-data": {"conformed-name": "CENTRUE FINANCIAL CORP", "cik": "0000891523", "assigned-sic": "6035", "irs-number": "363846489", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121064", "film-number": "041189170"}, "business-address": {"street1": "310 S SCHUYLER AVE", "city": "KANKAKEE", "state": "IL", "zip": "60901", "phone": "8159374440"}, "mail-address": {"street1": "310 S SCHUYLER AVE", "city": "KANKAKEE", "state": "IL", "zip": "60901"}, "former-company": {"former-conformed-name": "KANKAKEE BANCORP INC", "date-changed": "19940623"}}
sv8
As filed with the Securities and Exchange Commission on December 7, 2004
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CENTRUE FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
36-3846489
(I.R.S. Employer
Identification No.)
310 South Schuyler
Kankakee, Illinois 60901
(Address of principal executive offices)
Centrue Bank 401(k) Savings Plan
(Full title of the plan)
James Lindstrom
Chief Financial Officer
Centrue Financial Corporation
310 South Schuyler
Kankakee, Illinois 60901
(Name and address of agent for service)
(815) 937-4440
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Securities
Amount to be
Offering Price
Aggregate
Amount of
to be Registered
Registered(1)
per Share(2)
Offering Price(2)
Registration Fee(2)
Common Stock, $0.01
par value(3)
50,000 shares
$
28.10
$
1,405,000
$
179.00
(1)
Pursuant to Rule 416(a) under the Securities Act, this Registration
Statement also registers such indeterminate number of additional shares as
may be issuable under the Plan in connection with share splits, share
dividends or similar transactions. In addition, pursuant to Rule 416(c)
under the Securities Act, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Plan.
(2)
Estimated pursuant to Rule 457(h) under the Securities Act, solely for
the purpose of calculating the registration fee, based on the closing
price of the Registrant's common stock as quoted on the American Stock
Exchange on December 3, 2004.
(3)
Preferred stock purchase rights will be distributed without charge with
respect to each share of the Registrant's Common Stock registered hereby.
EXPLANATORY NOTE
Centrue Financial Corporation (the "Registrant") previously filed a
Registration Statement on Form S-8 registering shares of its common stock, par
value $0.01 per share ("Common Stock") and related participation interests to
be issued pursuant to the Centrue Bank 401(k) Savings Plan (the "Plan" and
formerly known as the Kankakee Federal Amended and Restated 401(k) Savings
Plan). This Registration Statement on Form S-8 is filed by
the Registrant for the purpose of (i) reporting the merger of the Kankakee
Bancorp, Inc. Employee Stock Ownership Plan into the Plan and (ii) increasing
the number of shares of Common Stock for which a Registration Statement on Form
S-8 of the Registrant relating to the Plan is effective. This Registration Statement on Form S-8 relates to 50,000 shares of Common
Stock, issuable pursuant to the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the Plan as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act. The Registrant will
submit the Plan and any amendment thereto to the Internal Revenue Service (the
"IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by Centrue
Financial Corporation. (the "Company") with the Commission are hereby
incorporated by reference into this Registration Statement:
(a)
The Company's Annual Report on Form 10-K for the year ended
December 31, 2003;
(b)
All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the last fiscal year; and
(c)
The description of the Company's Common Stock set forth the
Company's Registration Statement on Form S-4/A, filed with the
Commission on July 30, 2003, is hereby incorporated by reference,
together with all amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company or the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or
deemed to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
In accordance with the Delaware General Corporation Law, Articles Eleventh
and Twelfth of the Company's Certificate of Incorporation provides as follows:
ELEVENTH:
A. Each person who was or is made a party or is threatened to
be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact
that he or she is or was a director or an officer of the
Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such
law permitted the Corporation to provide prior to such amendment),
against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith; provided, however, that,
except as provided in Section C hereof with respect to proceedings
to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or
part thereof) initiated by such indemnitee only if such proceeding
(or part thereof) was authorized by the Board of Directors of the
Corporation.
B. The right to indemnification conferred in Section A of
this Article shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance
of its final disposition (hereinafter an "advancement of
expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by
an indemnitee in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the
Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced
if it shall ultimately be determined by final judicial decision
from which there is no further right to appeal (hereinafter a
"final adjudication"), that such indemnitee is not entitled to be,
indemnified for such expenses under this Section or otherwise. The
rights to indemnification and to the advancement of expenses
conferred in Sections A and B of this Article shall be contract
rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of the indemnitee's heirs, executors and
administrators.
C. If a claim under Section A or B of this Article is not
paid in full by the Corporation within sixty days after a written
claim has been received by the Corporation, except in the case of
a claim for an advancement of expenses, in which case the
applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Corporation to recover
an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall also be entitled to be paid the
expense of prosecuting or defending such suit. In (i) any suit
brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce
a right to an advancement of expenses) it shall be a defense that,
and (ii) in any suit by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking the
Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable
standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee
is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or
its stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in
the case of such a suit brought by the indemnitee, be a defense to
such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses
hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or
to such advancement of expenses, under this Article or otherwise
shall be on the Corporation.
D. The rights to indemnification and to the advancement of
expenses conferred in this Article shall not be exclusive of any
other right which any person may have or hereafter acquire under
any statute, the Corporation's Certificate of Incorporation,
Bylaws, agreement, vote of stockholders or Disinterested Directors
or otherwise.
E. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify
such person against such expense, liability or loss under the
Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification
and to the advancement of expenses to any employee or agent of the
Corporation to the fullest extent of the provisions of this
Article with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.
TWELFTH: A director of this Corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit. If the Delaware General Corporation Law is hereafter
amended to further eliminate or limit the personal liability of
directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any
right or protection of a director of the corporation existing at
the time of such repeal or modification.
Item 7. Exemption from Registration Claimed.
Not Applicable.
II-1
Item 8. Exhibits.
Exhibit
Number
Exhibit
23.1
Consent of McGladrey & Pullen, LLP, Independent Auditors
24.1
Power of Attorney (included on II-4)
Item 9. Undertakings.
(a)
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement to
include: (i) any prospectus required by Section 10(a)(3) of the
Securities Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and (iii) any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement, provided however, that
provisions (i) and (ii) of this undertaking are inapplicable if the
information to be filed thereunder is contained in periodic reports filed
by the Company pursuant to Sections 13 or 15(d) of the Exchange Act and
incorporated by reference into the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 bona fide 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provision, 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
Securities 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 Securities Act and will be
governed by the final adjudication of such issue.
II-2
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrants certify that they have reasonable grounds to believe that they meet
all of the requirements of filing on Form S-8 and have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunder duly authorized, in the City of Kankakee, State of Illinois, on
December 7, 2004.
CENTRUE FINANCIAL CORPORATION
By:
/s/ Thomas A. Daiber
Thomas A. Daiber
President and Chief Executive Officer
By:
/s/ James Lindstrom
James Lindstrom
Executive Vice President and Chief Financial Officer
CENTRUE BANK 401(k) SAVINGS PLAN
By:
/s/
James Lindstrom
James Lindstrom
Trustee
II-3
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Thomas A. Daiber or James Lindstrom, and each of
them, his or her true and lawful attorney-in-fact and agent, each with full
power of substitution and re-substitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
indicated on December 7, 2004.
Signature
Title
/s/ Michael A. Griffith
Michael A. Griffith
Chairman of the Board and Director
/s/ Thomas A. Daiber
Thomas A. Daiber
President, Chief Executive Officer and Director
/s/ Michael J. Hejna
Michael J. Hejna
Director
/s/ Mark L. Smith
Mark L. Smith
Director
/s/ Wesley E. Walker
Wesley E. Walker
Director
II-4
CENTRUE FINANCIAL CORPORATION
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Incorporated
Herein by
Filed
Exhibit No.
Description
Reference to
Herewith
23.1
Consent of McGladrey &
Pullen, LLP
X
24.1
Power of Attorney (included on II-4)
Included on the
signature page
II-5