<PAGE>   1
                                                      Registration No. 333-
                                                                           -----
    As filed with the Securities and Exchange Commission on December 17, 1998
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                                  BAYLAKE CORP.
             (Exact name of registrant as specified in its charter)

                WISCONSIN                                         39-1268055
      (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                         Identification No.)

         217 North Fourth Avenue
         Sturgeon Bay, Wisconsin                                  54235-0009
(Address of Principal Executive Offices)                          (Zip Code)

                                 ---------------

                                  BAYLAKE CORP.
                               STOCK PURCHASE PLAN
                            (Full title of the plan)

                               -------------------
                                                               Copy to:
          THOMAS L. HERLACHE                           KENNETH V. HALLETT, ESQ.
             Baylake Corp.                               Quarles & Brady LLP
        217 North Fourth Avenue                       411 East Wisconsin Avenue
  Sturgeon Bay, Wisconsin 54235-0009                 Milwaukee, Wisconsin  53202
(Name and address of agent for service)

                                 (920) 743-5551
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                   PROPOSED           PROPOSED
                                                                    MAXIMUM            MAXIMUM           AMOUNT OF
     TITLE OF SECURITIES                   AMOUNT TO BE         OFFERING PRICE        AGGREGATE        REGISTRATION
      TO BE REGISTERED                      REGISTERED             PER SHARE       OFFERING PRICE           FEE
      ----------------                      ----------             ---------       --------------           ---
<S>                                       <C>                       <C>           <C>                      <C>
        Common Stock,
        $5 par value                      100,000 shares            (1)(2)        $3,000,000(1)(2)         $834
-------------------------------------------------------------------------------------------------------------------
</TABLE>





<PAGE>   2



(1)      Pursuant to Rule 457(h), estimated solely for the purpose of computing
         the registration fee, based upon $30.00 per share, which is the average
         of the bid and asked price of the Registrant's Common Stock, par value
         $5.00 per share ("Common Stock"), on December 15, 1998, as reported in
         the Milwaukee Journal Sentinel on December 16, 1998, with respect to
         the shares issuable under the Plan.

(2)      The actual offering price of the Common Stock will be determined in
         accordance with the terms of the Plan.

================================================================================




<PAGE>   3



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Baylake Corp. (the "Registrant")
(Commission File No. 0-8679) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), are incorporated herein by reference:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal 
                  year ended December 31, 1997;

         (b)      The Registrant's Quarterly Reports on Form 10-Q for the
                  quarterly periods ended March 31, 1998, June 30, 1998 and
                  September 30, 1998;

         (c)      The Registrant's Current Report on Form 8-K reporting an event
                  occurring on October 1, 1998 (as amended by Amendment No. 1
                  thereto on Form 8-K/A filed December 14, 1998); and

         (d)      The Registrant's Amendment No. 1 to Form 10 General Form for
                  Registration of Securities Pursuant to Section 12(g) of the
                  Exchange Act, filed on August 31, 1994.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 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 to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.  See Item 3(d) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the shares of Common Stock registered hereunder will be
passed on for the Registrant by Quarles & Brady LLP, the Registrant's legal
counsel.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant is incorporated under the Wisconsin Business Corporation
Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the Registrant is required
to indemnify a director or officer, to the extent such person is successful on
the merits or otherwise in the defense of a proceeding, for all reasonable
expenses incurred in the proceeding if such person was a party because he or she
was a director or officer of the Registrant. In all other cases,


                                       -1-

<PAGE>   4



the Registrant is required by Section 180.0851(2) of the WBCL to indemnify a
director or officer against liability incurred in a proceeding to which such
person was a party because he or she was an officer or director of the
Registrant, unless it is determined that he or she breached or failed to perform
a duty owed to the Registrant and the breach or failure to perform constitutes:
(i) a willful failure to deal fairly with the Registrant or its shareholders in
connection with a matter in which the director or officer has a material
conflict of interest; (ii) a violation of criminal law, unless the director or
officer had reasonable cause to believe his or her conduct was lawful or no
reasonable cause to believe his or her conduct was unlawful; (iii) a transaction
from which the director or officer derived an improper personal profit; or (iv)
willful misconduct. Section 180.0858(1) of the WBCL provides that, subject to
certain limitations, the mandatory indemnification provisions do not preclude
any additional right to indemnification or allowance of expenses that a director
or officer may have under the Registrant's articles of incorporation, bylaws, a
written agreement or a resolution of the Board of Directors or shareholders.

         Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with a
proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.

         Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.

         Under Section 180.0833 of the WBCL, directors of the Registrant against
whom claims are asserted with respect to the declaration of an improper dividend
or other distribution to shareholders to which they assented are entitled to
contribution from other directors who assented to such distribution and from
shareholders who knowingly accepted the improper distribution, as provided
therein.

         Article 10.01 of the Registrant's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL. Directors and officers of the
Registrant are also covered by directors' and officers' liability insurance
under which they are insured (subject to certain exceptions and limitations
specified in the policy) against expenses and liabilities arising out of
proceedings to which they are parties by reason of being or having been
directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Exhibit Index following the Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

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 this Registration Statement:

                         (i)      To include any prospectus required by Section
                                  10(a)(3) of the Securities Act of 1933;



                                       -2-

<PAGE>   5



                         (ii)     To reflect in the prospectus any facts or
                                  events arising after the effective date of the
                                  Registration Statement (or the most recent
                                  post-effective amendment thereof) which,
                                  individually or in the aggregate, represent a
                                  fundamental change in the information set
                                  forth in the Registration Statement.
                                  Notwithstanding the foregoing, any increase or
                                  decrease in volume of securities offered (if
                                  the total dollar value of securities offered
                                  would not exceed that which was registered)
                                  and any deviation from the low or high end of
                                  the estimated maximum offering range may be
                                  reflected in the form of prospectus filed with
                                  the Commission pursuant to Rule 424(b) if, in
                                  the aggregate, the changes in volume and price
                                  represent no more than a 20% change in the
                                  maximum aggregate offering price set forth in
                                  the "Calculation of Registration Fee" table in
                                  the effective Registration Statement;

                         (iii)    To include 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 paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the Registration Statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
with the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the 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 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 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 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) Reference is made to the indemnification provisions described in
Item 6 of this Registration Statement.

                  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 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.



                                       -3-

<PAGE>   6



                                   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 Sturgeon Bay, State of Wisconsin, on December 16,
1998.

                                        BAYLAKE CORP.
                                        (Registrant)


                                        By:      /s/ THOMAS L. HERLACHE
                                                 -------------------------------
                                                 Thomas L. Herlache
                                                 President and
                                                 Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas L. Herlache and Daniel F. Maggle,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and 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, and any other regulatory authority, granting
unto said attorneys-in-fact and agents, and each of them, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.*

                  SIGNATURE                             TITLE

/s/ THOMAS L. HERLACHE                 President, Chief Executive Officer; 
-----------------------------------    Chairman of the Board and Director
Thomas L. Herlache                     (Principal Executive Officer)


/s/ STEVEN D. JENNERJOHN               Treasurer
-----------------------------------    (Principal Financial Officer and 
Steven D. Jennerjohn                   Controller) 

/s/ RONALD D. BERG                     Director
-----------------------------------
Ronald D. Berg

/s/ MARIE BERTSCHINGER                 Director
-----------------------------------
Marie Bertschinger

/s/ RICHARD A. BRAUN                   Director
-----------------------------------
Richard A. Braun

                                       Director
-----------------------------------
John W. Bunda




                                       S-1

<PAGE>   7



/s/ JOHN D. COLLINS                                           Director
-----------------------------------
John D. Collins

/s/ GEORGE DELVEAUX, JR.                                      Director
-----------------------------------
George Delveaux, Jr.

/s/ L. GEORGE EVENSON                                         Director
-----------------------------------
L. George Evenson

/s/ GLENN MILLER                                              Director
-----------------------------------
Glenn Miller

                                                              Director
-----------------------------------
Joseph Morgan

                                                              Director
-----------------------------------
Ruth Nelson

/s/ WILLIAM C. PARSONS                                        Director
-----------------------------------
William C. Parsons

                                                              Director
-----------------------------------
Paul Jay Sturm

---------------------

*Each of the above signatures is affixed as of December 16, 1998.



















                                       S-2

<PAGE>   8


                                  BAYLAKE CORP.
                               (THE "REGISTRANT")
                          (COMMISSION FILE NO. 0-8679)

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT


<TABLE>
<CAPTION>
EXHIBIT                                                      INCORPORATED HEREIN                      FILED
NUMBER                      DESCRIPTION                        BY REFERENCE TO                       HEREWITH
------                      -----------                      -------------------                     --------
<S>             <C>                                          <C>                              <C>
4.1             Registrant's Articles of Incorporation, as   Exhibit 4.1 to the
                amended                                      Registrant's Registration
                                                             Statement on Form S-8
                                                             (File No. 333-63913)

4.2             Registrant's Bylaws, as amended              Exhibit 3.2 to the
                                                             Registrant's Form 10-K
                                                             for the year ended
                                                             December 31, 1993
5               Opinion of Quarles & Brady LLP                                                            X
23.1            Consent of Independent Auditors                                                           X
23.2            Consent of Quarles & Brady LLP                                                Contained in Exhibit 5
24              Power of Attorney                                                             Contained in
                                                                                              Signatures page to this
                                                                                              Registration Statement
99.1            Stock Purchase Plan                                                                       X
</TABLE>



                                      EI-1
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{"company-data": {"conformed-name": "BAYLAKE CORP", "cik": "0000275119", "assigned-sic": "6022", "irs-number": "391268055", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69103", "film-number": "98771219"}, "business-address": {"street1": "217 N FOURTH AVE", "street2": "PO BOX 9", "city": "STURGEON BAY", "state": "WI", "zip": "54235-0009", "phone": "9207435551"}}
1
                                                      Registration No. 333-
                                                                           -----
    As filed with the Securities and Exchange Commission on December 17, 1998
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                                  BAYLAKE CORP.
             (Exact name of registrant as specified in its charter)

                WISCONSIN                                         39-1268055
      (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                         Identification No.)

         217 North Fourth Avenue
         Sturgeon Bay, Wisconsin                                  54235-0009
(Address of Principal Executive Offices)                          (Zip Code)

                                 ---------------

                                  BAYLAKE CORP.
                               STOCK PURCHASE PLAN
                            (Full title of the plan)

                               -------------------
                                                               Copy to:
          THOMAS L. HERLACHE                           KENNETH V. HALLETT, ESQ.
             Baylake Corp.                               Quarles & Brady LLP
        217 North Fourth Avenue                       411 East Wisconsin Avenue
  Sturgeon Bay, Wisconsin 54235-0009                 Milwaukee, Wisconsin  53202
(Name and address of agent for service)

                                 (920) 743-5551
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
                                                                   PROPOSED           PROPOSED
                                                                    MAXIMUM            MAXIMUM           AMOUNT OF
     TITLE OF SECURITIES                   AMOUNT TO BE         OFFERING PRICE        AGGREGATE        REGISTRATION
      TO BE REGISTERED                      REGISTERED             PER SHARE       OFFERING PRICE           FEE
      ----------------                      ----------             ---------       --------------           ---
Common Stock,
        $5 par value                      100,000 shares            (1)(2)        $3,000,000(1)(2)         $834
-------------------------------------------------------------------------------------------------------------------
2

(1)      Pursuant to Rule 457(h), estimated solely for the purpose of computing
         the registration fee, based upon $30.00 per share, which is the average
         of the bid and asked price of the Registrant's Common Stock, par value
         $5.00 per share ("Common Stock"), on December 15, 1998, as reported in
         the Milwaukee Journal Sentinel on December 16, 1998, with respect to
         the shares issuable under the Plan.

(2)      The actual offering price of the Common Stock will be determined in
         accordance with the terms of the Plan.

================================================================================
3

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Baylake Corp. (the "Registrant")
(Commission File No. 0-8679) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), are incorporated herein by reference:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal 
                  year ended December 31, 1997;

         (b)      The Registrant's Quarterly Reports on Form 10-Q for the
                  quarterly periods ended March 31, 1998, June 30, 1998 and
                  September 30, 1998;

         (c)      The Registrant's Current Report on Form 8-K reporting an event
                  occurring on October 1, 1998 (as amended by Amendment No. 1
                  thereto on Form 8-K/A filed December 14, 1998); and

         (d)      The Registrant's Amendment No. 1 to Form 10 General Form for
                  Registration of Securities Pursuant to Section 12(g) of the
                  Exchange Act, filed on August 31, 1994.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 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 to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.  See Item 3(d) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the shares of Common Stock registered hereunder will be
passed on for the Registrant by Quarles & Brady LLP, the Registrant's legal
counsel.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant is incorporated under the Wisconsin Business Corporation
Law ("WBCL"). Under Section 180.0851(1) of the WBCL, the Registrant is required
to indemnify a director or officer, to the extent such person is successful on
the merits or otherwise in the defense of a proceeding, for all reasonable
expenses incurred in the proceeding if such person was a party because he or she
was a director or officer of the Registrant. In all other cases,

                                       -1-
4

the Registrant is required by Section 180.0851(2) of the WBCL to indemnify a
director or officer against liability incurred in a proceeding to which such
person was a party because he or she was an officer or director of the
Registrant, unless it is determined that he or she breached or failed to perform
a duty owed to the Registrant and the breach or failure to perform constitutes:
(i) a willful failure to deal fairly with the Registrant or its shareholders in
connection with a matter in which the director or officer has a material
conflict of interest; (ii) a violation of criminal law, unless the director or
officer had reasonable cause to believe his or her conduct was lawful or no
reasonable cause to believe his or her conduct was unlawful; (iii) a transaction
from which the director or officer derived an improper personal profit; or (iv)
willful misconduct. Section 180.0858(1) of the WBCL provides that, subject to
certain limitations, the mandatory indemnification provisions do not preclude
any additional right to indemnification or allowance of expenses that a director
or officer may have under the Registrant's articles of incorporation, bylaws, a
written agreement or a resolution of the Board of Directors or shareholders.

         Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with a
proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.

         Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.

         Under Section 180.0833 of the WBCL, directors of the Registrant against
whom claims are asserted with respect to the declaration of an improper dividend
or other distribution to shareholders to which they assented are entitled to
contribution from other directors who assented to such distribution and from
shareholders who knowingly accepted the improper distribution, as provided
therein.

         Article 10.01 of the Registrant's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL. Directors and officers of the
Registrant are also covered by directors' and officers' liability insurance
under which they are insured (subject to certain exceptions and limitations
specified in the policy) against expenses and liabilities arising out of
proceedings to which they are parties by reason of being or having been
directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Exhibit Index following the Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

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 this Registration Statement:

                         (i)      To include any prospectus required by Section
                                  10(a)(3) of the Securities Act of 1933;

                                       -2-
5

                         (ii)     To reflect in the prospectus any facts or
                                  events arising after the effective date of the
                                  Registration Statement (or the most recent
                                  post-effective amendment thereof) which,
                                  individually or in the aggregate, represent a
                                  fundamental change in the information set
                                  forth in the Registration Statement.
                                  Notwithstanding the foregoing, any increase or
                                  decrease in volume of securities offered (if
                                  the total dollar value of securities offered
                                  would not exceed that which was registered)
                                  and any deviation from the low or high end of
                                  the estimated maximum offering range may be
                                  reflected in the form of prospectus filed with
                                  the Commission pursuant to Rule 424(b) if, in
                                  the aggregate, the changes in volume and price
                                  represent no more than a 20% change in the
                                  maximum aggregate offering price set forth in
                                  the "Calculation of Registration Fee" table in
                                  the effective Registration Statement;

                         (iii)    To include 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 paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the Registration Statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
with the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the 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 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 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 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) Reference is made to the indemnification provisions described in
Item 6 of this Registration Statement.

                  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 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.

                                       -3-
6

                                   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 Sturgeon Bay, State of Wisconsin, on December 16,
1998.

                                        BAYLAKE CORP.
                                        (Registrant)

                                        By:      /s/ THOMAS L. HERLACHE
                                                 -------------------------------
                                                 Thomas L. Herlache
                                                 President and
                                                 Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas L. Herlache and Daniel F. Maggle,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and 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, and any other regulatory authority, granting
unto said attorneys-in-fact and agents, and each of them, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.*

                  SIGNATURE                             TITLE

/s/ THOMAS L. HERLACHE                 President, Chief Executive Officer; 
-----------------------------------    Chairman of the Board and Director
Thomas L. Herlache                     (Principal Executive Officer)

/s/ STEVEN D. JENNERJOHN               Treasurer
-----------------------------------    (Principal Financial Officer and 
Steven D. Jennerjohn                   Controller) 

/s/ RONALD D. BERG                     Director
-----------------------------------
Ronald D. Berg

/s/ MARIE BERTSCHINGER                 Director
-----------------------------------
Marie Bertschinger

/s/ RICHARD A. BRAUN                   Director
-----------------------------------
Richard A. Braun

                                       Director
-----------------------------------
John W. Bunda

                                       S-1
7

/s/ JOHN D. COLLINS                                           Director
-----------------------------------
John D. Collins

/s/ GEORGE DELVEAUX, JR.                                      Director
-----------------------------------
George Delveaux, Jr.

/s/ L. GEORGE EVENSON                                         Director
-----------------------------------
L. George Evenson

/s/ GLENN MILLER                                              Director
-----------------------------------
Glenn Miller

                                                              Director
-----------------------------------
Joseph Morgan

                                                              Director
-----------------------------------
Ruth Nelson

/s/ WILLIAM C. PARSONS                                        Director
-----------------------------------
William C. Parsons

                                                              Director
-----------------------------------
Paul Jay Sturm

---------------------

*Each of the above signatures is affixed as of December 16, 1998.

                                       S-2
8

                                  BAYLAKE CORP.
                               (THE "REGISTRANT")
                          (COMMISSION FILE NO. 0-8679)

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
EXHIBIT                                                      INCORPORATED HEREIN                      FILED
NUMBER                      DESCRIPTION                        BY REFERENCE TO                       HEREWITH
------                      -----------                      -------------------                     --------
4.1             Registrant's Articles of Incorporation, as   Exhibit 4.1 to the
                amended                                      Registrant's Registration
                                                             Statement on Form S-8
                                                             (File No. 333-63913)

4.2             Registrant's Bylaws, as amended              Exhibit 3.2 to the
                                                             Registrant's Form 10-K
                                                             for the year ended
                                                             December 31, 1993
5               Opinion of Quarles & Brady LLP                                                            X
23.1            Consent of Independent Auditors                                                           X
23.2            Consent of Quarles & Brady LLP                                                Contained in Exhibit 5
24              Power of Attorney                                                             Contained in
                                                                                              Signatures page to this
                                                                                              Registration Statement
99.1            Stock Purchase Plan                                                                       X
EI-1