<PAGE> 1
As filed with the Securities and Exchange Commission on July 28, 2000
Registration Statement No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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METROPOLITAN FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
OHIO 34-1109469
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
6001 LANDERHAVEN DRIVE
MAYFIELD HEIGHTS, OHIO 44124
(Address of principal executive offices and zip code)
METROPOLITAN FINANCIAL CORP.
1997 STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
-----------------------------
KENNETH T. KOEHLER
PRESIDENT, ASSISTANT SECRETARY
AND ASSISTANT TREASURER
6001 LANDERHAVEN DRIVE
MAYFIELD HEIGHTS, OHIO 44124
(440) 646-1111
(Name, address, and telephone number, including area code, of
agent for service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Proposed maximum
maximum aggregate
Title of securities to offering price offering Amount of
be registered Amount to be registered per share(2) price (2) registration fee (2)
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 200,000 shs.(1) $4.25 $850,000 $224.40
without par value
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</TABLE>
(1) Additional number of shares available for purchase under the plan.
(2) Estimated in accordance with Rule 457(c) and 457(h) under the Securities
Act of 1933, solely for purposes of calculating the registration fee. The
fee with respect to the shares being registered is based on the average of
the bid and asked sale prices on July 24, 2000, of the Registrant's common
shares as reported on The Nasdaq Stock Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 relates to the Metropolitan
Financial Corp. 1997 Stock Option Plan, as amended, and registers an additional
200,000 common shares that may be issued by Metropolitan under the plan. On
December 10, 1997, Metropolitan completed a two-for-one stock split in the form
of a stock dividend to shareholders and accordingly the maximum number of common
shares that may be issued under the plan was adjusted from 325,000 to 650,000.
On December 21, 1998, Metropolitan filed a Registration Statement on Form S-8,
File No. 333-69339, to register 650,000 of its common shares in connection with
the plan. On December 29, 1998, Metropolitan completed a 10% stock dividend to
shareholders, and the maximum number of common shares that may be issued under
the plan was adjusted from 650,000 to 715,000. On August 24, 1999,
Metropolitan's Board of Directors adopted, and on April 25, 2000, Metropolitan's
shareholders approved, an amendment to the plan to increase the maximum number
of common shares that may be issued under the plan by 200,000 common shares, to
a total of 915,000 shares. This Registration Statement on Form S-8 registers
those additional 200,000 common shares.
Metropolitan incorporates by reference into this Registration Statement
the contents of Registration Statement on Form S-8, File No. 333-69339,
previously filed by Metropolitan with the Securities and Exchange Commission in
connection with the Metropolitan Financial Corp. 1997 Stock Option Plan.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The legality of the common shares being registered on this Registration
Statement has been passed upon by Thompson Hine & Flory LLP. Certain partners of
Thompson Hine & Flory LLP beneficially own common shares of Metropolitan.
ITEM 8. EXHIBITS
The exhibits to this Registration Statement are listed in the Exhibit
Index on page 3 of this Registration Statement.
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 Mayfield Heights, State of Ohio, on July 28, 2000.
METROPOLITAN FINANCIAL CORP.
By: /s/ Kenneth T. Koehler
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Kenneth T. Koehler, President, Assistant
Secretary and Assistant Treasurer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of July 28, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Robert M. Kaye Chairman of the Board, Chief Executive
------------------------------------ Officer and Director (Principal Executive Officer)
Robert M. Kaye
/s/ Donald F. Smith Chief Financial Officer (Principal Financial
------------------------------------ and Accounting Officer)
Donald F. Smith
/s/ Malvin E. Bank Director
------------------------------------
Malvin E. Bank
/s/ Robert R. Broadbent Director
------------------------------------
Robert R. Broadbent
/s/ Marjorie M. Carlson Director
------------------------------------
Marjorie M. Carlson
/s/ Lois K. Goodman Director
------------------------------------
Lois K. Goodman
/s/ Marguerite B. Humphrey Director
------------------------------------
Marguerite B. Humphrey
/s/ James A. Karman Director
------------------------------------
James A. Karman
/s/ Ralph D. Ketchum Director
------------------------------------
Ralph D. Ketchum
/s/ Kenneth T. Koehler Director
------------------------------------
Kenneth T. Koehler
/s/ Alfonse M. Mattia Director
------------------------------------
Alfonse M. Mattia
/s/ David P. Miller Director
------------------------------------
David P. Miller
/s/ Kenneth T. Koehler Attorney-in-Fact for the Officers and Directors
------------------------------------ signing in the capacities indicated
Kenneth T. Koehler
</TABLE>
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METROPOLITAN FINANCIAL CORP.
INDEX TO EXHIBITS
Exhibit Description
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4.1 Amended and Restated Articles of Incorporation of
Metropolitan (filed as Exhibit 2 to Metropolitan's Form
8-A, filed with the Securities and Exchange Commission
on October 15, 1996, and incorporated herein by
reference).
4.2 Amended and Restated Code of Regulations of Metropolitan
(filed as Exhibit 3.2 to Metropolitan's Registration
Statement on Form S-1, filed with the Securities and
Exchange Commission on February 26, 1999, and
incorporated herein by reference).
*5 Opinion of Thompson, Hine and Flory LLP as to the
legality of the securities to be registered.
*23.1 Consent of Crowe, Chizek and Company LLP.
*23.2 Consent of Thompson, Hine and Flory LLP (included as
part of Exhibit 5).
*24 Power of Attorney.
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* Filed herewith.
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