Maryland
|
36-446025
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
800
West Madison Street, Chicago, Illinois
|
60607
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Title
of Securities to be registered
|
Amount
to be registered
|
Proposed
maximum offering price per share
|
Proposed
maximum aggregate offering price
|
Amount
of registration fee
|
Common
Stock, par value
$.01
per share
|
2,250,000
shares(1)
|
(2)
|
$77,152,500
(2)
|
$2,369
(2)
|
(1)
|
Pursuant
to Rule 416 under the Securities Act of 1933, this Registration Statement
includes an indeterminate number of additional shares as may be issuable
as a result of a stock split, stock dividend or similar adjustment
of the
outstanding shares of the common stock of MB Financial,
Inc.
|
(2)
|
Calculated
in accordance with Rule 457(h) under the Securities Act of 1933,
on the
basis of $34.29 per share, which was the average of the high and
low sale
prices per share of the common stock on the Nasdaq Global Select
Market on
May 10, 2007.
|
(a)
|
the
Company’s Annual Report on Form 10-K for the year ended December 31, 2006,
as amended by the Form 10-K/A filed on March 2,
2007;
|
(b) |
the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2007;
|
(c) |
the
Company’s Current Reports on Form 8-K filed on January 5, 2007 (two
reports), February 27, 2007 and May 1, 2007; and
|
(d) |
the
description of the common stock, par value $.01 per share, of the
Company
contained in the Company’s Registration Statement on Form 8-A filed on
October 9, 2001, and all amendments or reports filed for the purpose
of
updating such description.
|
Item
8.
|
Exhibits.
|
MB Financial, Inc. | ||
|
|
|
By: | /s/ Mitchell Feiger | |
Mitchell Feiger |
||
|
President and Chief Executive Officer |
/s/
Mitchell Feiger
Mitchell
Feiger
|
Director,
President and Chief Executive Officer (Principal
Executive Officer)
|
May
11, 2007
|
/s/
Jill E. York
Jill
E. York
|
Vice
President and Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer)
|
May
11, 2007
|
/s/
David P. Bolger
David
P. Bolger
|
Director
|
May
11, 2007
|
/s/
Robert S. Engelman
Robert
S. Engelman, Jr.
|
Director
|
May
11, 2007
|
/s/
Charles Gries
Charles
Gries
|
Director
|
May
11, 2007
|
/s/
James N. Hallene
James
N. Hallene
|
Director
|
May
11, 2007
|
/s/
Thomas H. Harvey
Thomas
H. Harvey
|
Director
|
May
11, 2007
|
/s/
Patrick Henry
Patrick
Henry
|
Director
|
May
11, 2007
|
/s/
Richard J. Holmstrom
Richard
J. Holmstrom
|
Director
|
May
11, 2007
|
/s/
Karen J. May
Karen
J. May
|
Director
|
May
11, 2007
|
/s/
Richard M. Rieser, Jr.
Richard
M. Rieser, Jr.
|
Director
|
May
11, 2007
|
/s/
Ronald D. Santo
Ronald
D. Santo
|
Director
|
May
11, 2007
|
Exhibit
Number
|
Document
|
4.1
|
Charter
of the Registrant, as amended (included as Exhibit 3.1 to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2007
(File
No. 0-24566-01) and incorporated herein by reference).
|
4.2
|
Bylaws
of the Registrant, as amended (included as Exhibit 3.2 to the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2006,
as
amended on Form 10-K/A filed on March 2, 2007 (File No. 0-24566-01)
and
incorporated herein by reference).
|
4.3
|
Form
of the Registrant's
specimen common stock certificate (filed as Exhibit 4.1 to Amendment
No.
One to the Registrant's
Registration Statement on Form S-4 (Registration Number 333-64584)
and
incorporated herein by reference).
|
|
|
23.1
|
Consent
of Silver, Freedman & Taff, L.L.P. (contained in Exhibit
5)
|
|
|
24
|
Power
of Attorney (contained on signature
page)
|