<PAGE> 1
As filed with the Securities and Exchange Commission on July 24, 1998
Registration No. 333-____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
GLB BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
OHIO 31-1529973
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7001 CENTER STREET
MENTOR, OHIO 44060
(Address of Principal Executive Offices, Including Zip Code)
1998 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
RICHARD T. FLENNER, JR.
GLB BANCORP, INC.
7001 CENTER STREET
MENTOR, OHIO 44060
(440) 974-0000
(Name and Address, including Zip Code,
Telephone Number and Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================
Title Of Proposed Proposed
Securities Maximum Maximum
To Be Amount To Be Offering Price Aggregate Offering Amount Of
Registered Registered (1) Per Share (2) Price (2) Registration Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par value 28,000 Shares $13.25 $371,000 $109.45
==========================================================================================================
<FN>
(1) Consistent with Rule 416 under the Securities Act of 1933, this
Registration Statement also includes an indeterminate number of shares
of Common Stock that may be issued under the anti-dilution provisions
of the plan.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the registration fee, on the
basis of the average of the bid and asked prices of the common stock on
the Nasdaq SmallCap Market on July 21, 1998.
</TABLE>
<PAGE> 2
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting Part I of this Registration Statement will
be given to participants in the 1998 Stock Option and Incentive Plan (the
"Plan") of GLB Bancorp, Inc. as specified in Rule 428(b)(1) under the Securities
Act of 1933. In accordance with the rules and regulations of the Securities and
Exchange Commission (the "SEC") and the instructions to Form S-8, such documents
are not being filed with the SEC either as part of this Registration Statement
or as a prospectus pursuant to Rule 424.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
GLB Bancorp, Inc. (the "Company" or "Registrant") incorporates by
reference into this registration statement the following documents:
(a) The Registrant's latest prospectus filed under Rule 424(b)
under the Securities Act of 1933 that contains audited
financial statements for Registrant's fiscal year ended
December 31, 1997;
(b) The Registrant's Quarterly Report on Form 10-QSB for the
Quarter Ended March 31, 1998, filed with the Securities and
Exchange Commission on June 26, 1998 (Commission File Number
000-24255); and
(c) The description of the Registrant's Common Stock, without par
value, contained in the Company's Registration Statement on
Form 8-A dated May 14, 1998.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment indicating that all
securities offered herein have been sold, or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
A legal opinion has been rendered by Grady & Associates to the effect
that, when issued in accordance with the Plan, Registrant's common shares will
be duly issued and outstanding and fully paid and non-assessable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code grants corporations broad
powers to indemnify directors, officers, employees and agents. Section
1701.13(E) provides:
"(E)(1) A corporation may indemnify or agree to indemnify any person
who was or is a party or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, other than an action
by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or
is or was serving at the request of the corporation as a director,
trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited
liability company, a partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal
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action or proceeding, if he had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, or conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was
unlawful.
(2) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to
any threatened, pending, or completed action or suit by or in the right
of the corporation to procure a judgment in its favor, by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's fees, actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be
made in respect of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and only to
the extent that, the court of common pleas or the court in
which such action or suit was brought determines, upon
application, that, despite the adjudication of liability, but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
as the court of common pleas or such other court shall deem
proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the
Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in
divisions (E)(1) and (2) of this section, or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
(4) Any indemnification under divisions (E)(1) and (2) of this
section, unless ordered by a court, shall be made by the corporation
only as authorized in the specific case, upon a determination that
indemnification of the director, trustee, officer, employee, member,
manager, or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in divisions (E)(1) and (2) of
this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties
to or threatened with any such action, suit, or proceeding
referred to in division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm
having associated with it an attorney, who has been retained
by or who has performed services for the corporation or any
person to be indemnified within the past five years;
(c) By the shareholders; or
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or
(2) of this section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under division
(E)(4)(b) of this section shall be promptly communicated to the person
who threatened or brought the action or suit by or in the right of the
corporation under division (E)(2) of this
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section, and, within ten days after receipt of such notification, such
person shall have the right to petition the court of common pleas or
the court in which such action or suit was brought to review the
reasonableness of such determination.
(5) (a) Unless at the time of a director's act or omission
that is the subject of an action, suit, or proceeding referred
to in divisions (E)(1) and (2) of this section, the articles
or the regulations of a corporation state by specific
reference to this division that the provisions of this
division do not apply to the corporation and unless the only
liability asserted against a director in an action, suit, or
proceeding referred to in divisions (E)(1) and (2) of this
section is pursuant to section 1701.95 of the Revised Code,
expenses, including attorney's fees, incurred by a director in
defending the action, suit, or proceeding shall be paid by the
corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, upon receipt
of an undertaking by or on behalf of the director in which he
agrees to do both of the following:
(i) Repay such amount if it is proved by
clear and convincing evidence in a court of competent
jurisdiction that his action or failure to act
involved an act or omission undertaken with
deliberate intent to cause injury to the corporation
or undertaken with reckless disregard for the best
interests of the corporation;
(ii) Reasonably cooperate with the
corporation concerning the action, suit, or
proceeding.
(b) Expenses, including attorney's fees, incurred by
a director, trustee, officer, employee, member, manager, or
agent in defending any action, suit, or proceeding referred to
in divisions (E)(1) and (2) of this section, may be paid by
the corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding as authorized
by the directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, trustee, officer,
employee, member, manager, or agent to repay such amount, if
it ultimately is determined that he is not entitled to be
indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights granted
to those seeking indemnification under the articles, the regulations,
any agreement, a vote of shareholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to
action in another capacity while holding their offices, and shall
continue as to a person who has ceased to be a director, trustee,
officer, employee, member, manager, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including but not limited to, trust funds,
letters of credit, or self-insurance, on behalf of or for any person
who is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify
him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation has
a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to divisions (E)(1) and (2) of this section does not limit the
payment of expenses as they are incurred, indemnification, insurance,
or other protection that may be provided pursuant to divisions (E)(5),
(6), and (7) of this section. Divisions (E)(1) and (2) of this section
do not create any obligation to repay or return payments made by the
corporation pursuant to division (E)(5), (6), or (7).
(9) As used in this division, references to "corporation"
includes all constituent entities in a consolidation or merger and the
new or surviving corporation, so that any person who is or was a
director, officer, employee, trustee, member, manager, or agent of such
a constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or
3
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a partnership, joint venture, trust, or other enterprise, shall stand
in the same position under this section with respect to the new or
surviving corporation as he would if he had served the new or surviving
corporation in the same capacity."
Article EIGHTH of the Registrant's Amended and Restated Articles of
Incorporation, as amended, provides as follows:
"EIGHTH: (1) The Corporation will indemnify or agree to indemnify any
person who was or is a party or is threatened to be made a
party, to any threatened, pending, or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the
Corporation, by reason of the fact that he is or was a
director, officer, employee, or agent of the Corporation or is
or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another
corporation (including a subsidiary of this Corporation),
domestic or foreign, nonprofit or for profit, partnership,
joint venture, trust, or other enterprise, against expenses,
including attorneys' fees, judgements, fines, and amounts paid
in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, and
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgement,
order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any
criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
(2) The Corporation will indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a
party to any threatened, pending, or completed action of suit
by or in the right of the Corporation to procure a judgement
in its favor by reason of the fact that he is or was a
director, officer, employee, or agent or the Corporation, or
is or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another
corporation (including a subsidiary of this Corporation),
domestic or foreign, nonprofit or for profit, partnership,
joint venture, trust, or other enterprise against expenses,
including attorneys' fees, actually and reasonably incurred by
him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification
shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
Corporation unless, and only to the extent that the court of
common pleas, or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the
court of common pleas or such other court shall deem proper.
(3) To the extent that a director, trustee, officer, employee,
or agent has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in
sections (1) and (2) of this article, or in defense of any
claim, issue, or matter therein, he shall be indemnified
against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection therewith.
(4) No indemnification under sections (1) and (2) of this
article, unless ordered by a court, shall be made by the
Corporation if it is determined in the specific case that
indemnification of the director, trustee, officer, employee or
agent is not proper in the circumstances because he has not
met the applicable standard of conduct set forth in sections
(1) and (2) of this article. Such determination shall be made
(a) by a majority vote of a quorum consisting of directors of
the Corporation who were not and are not parties to or
threatened with any such action, suit or proceeding, or (b) if
such a quorum is not obtainable or if a majority vote of a
quorum of disinterested directors so directs, in a written
opinion by independent legal counsel other than an attorney,
or a firm having associated with it an attorney, who has been
retained by or who has performed services for the Corporation,
or any person to be indemnified within the past five
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years, or (c) by the shareholders, or (d) by the court of
common pleas or the court in which such action, suit, or
proceeding was brought. Any determination made by the
disinterested directors under section (4)(a) or by independent
legal counsel under section (4)(b) of this article shall be
promptly communicated to the person who threatened or brought
the action or suit by or in the right of the Corporation under
section (2) of this article, and within ten days after receipt
of such notification, such person shall have the right to
petition the court of common pleas or the court in which such
action or suit was brought to review the reasonableness of
such determination.
(5) Expenses, including attorneys' fees, incurred in defending
any action, suit, or proceeding referred to in sections (1)
and (2) of this article, shall be paid by the Corporation in
advance of the final disposition of such action, suit, or
proceeding as authorized by the directors in the specific case
upon receipt of a written undertaking by or on behalf of the
director, trustee, officer, employee, or agent to repay such
amount, unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized in
this article. If a majority vote of a quorum of disinterested
directors so directs by resolution, said written undertaking
need not be submitted to the Corporation. Such a determination
that a written undertaking need not be submitted to the
Corporation shall in no way affect the entitlement of
indemnification as authorized by this article.
(6) The indemnification provided by this article shall not be
deemed exclusive of any other rights of which those seeking
indemnification may be entitled under the articles or the
regulations or any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in
his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person
who has ceased to be a director, trustee, officer, employee,
or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
(7) The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer,
employee, or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, trustee,
officer, employee, or agent of another corporation (including
a subsidiary of this Corporation), domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust or
other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability.
(8) As used in this section, references to "the Corporation"
include all constituent corporations in a consolidation or
merger and the new or surviving corporation, so that any
person who is or was a director, officer, employee, or agent
of such a constituent corporation, or is or was serving at the
request of such constituent corporation as a director,
trustee, officer, employee or agent of another corporation
(including a subsidiary of this Corporation), domestic or
foreign, nonprofit or for profit, partnership, joint venture,
trust, or other enterprise shall stand in the same position
under this article with respect to the new or surviving
corporation as he would if he had served the new or surviving
corporation in the same capacity.
(9) The forgoing provisions of this article do not apply to
any proceeding against any trustee, investment manager or
other fiduciary of an employee benefit plan in such person's
capacity as such, even though such person may also be an agent
of this Corporation. The Corporation will indemnify such named
fiduciaries of its employee benefit plans against all costs
and expenses, judgements, fines, settlements or other amounts
actually and reasonably incurred by or imposed upon said named
fiduciary in connection with or arising out of any claim,
demand, action, suit or proceeding in which the named
fiduciary may be made a party by reason of being or having
been a named fiduciary, to the same extent it indemnifies an
agent of the Corporation. To the extent that the Corporation
does not have the direct legal power to indemnify, the
Corporation will contract with the named fiduciaries of its
employee benefit plans to indemnify them to the same extent as
noted above. The Corporation may purchase and maintain
insurance on behalf of such named fiduciary covering any
liability to the same extent that it contracts to indemnify."
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The Company has purchased insurance policies indemnifying its officers
and directors and the officers and directors of its subsidiary against claims
and liabilities (with stated exceptions) to which they may become subject by
reason of their positions with the Company as officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-B).
NO. EXHIBIT
4.1 1998 Stock Option and Incentive Plan (included as Exhibit 10.a
to Form SB-2 Registration Statement Number 333-48387 and
incorporated herein by this reference)
*4.2 Form of stock option agreement under the 1998 Stock Option and
Incentive Plan
*5.1 Opinion of Grady & Associates re: legality
**15 Letter on unaudited interim financial information
*23.1 Consent of Grady & Associates (included in Exhibit 5.1)
*23.2 Consent of KPMG Peat Marwick LLP
*24 Power of Attorney
- ----------
* Filed herewith
** Not applicable
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and sales are being
made, a post-effective amendment to this registration
statement to:
(i) Include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental
change in the information 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 Securities and Exchange
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(iii) Include any additional or changed material
information on the plan of distribution.
(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; and
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(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.
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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 Mentor, State of Ohio, on this 21st day of July,
1998.
GLB BANCORP, INC.
By: /s/ Richard T. Flenner, Jr.
---------------------------------------
Richard T. Flenner, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
- ---- ----- ----
/s/ Richard T. Flenner, Jr. President and Chief July 21, 1998
- ----------------------------- Executive Officer
Richard T. Flenner, Jr.
(principal executive officer)
/s/ Cheryl Jean Mihitsch Treasurer July 21, 1998
- -----------------------------
Cheryl Jean Mihitsch
(principal financial and
accounting officer)
/s/ James V. Fryan Director July 21, 1998
- -----------------------------
James V. Fryan
/s/ George C. Lott Director July 21, 1998
- -----------------------------
George C. Lott
/s/ George X. Mechir Director July 21, 1998
- -----------------------------
George X. Mechir
Director
- -----------------------------
Marian Rose Nathan
/s/ Jerome T. Osborne, Sr. Director July 21, 1998
- -----------------------------
Jerome T. Osborne, Sr.
/s/ Richard M. Osborne Director July 21, 1998
- -----------------------------
Richard M. Osborne
/s/ Edward R. Pike Director July 21, 1998
- -----------------------------
Edward R. Pike
/s/ Thomas J. Smith Director July 21, 1998
- -----------------------------
Thomas J. Smith
/s/ Joseph T. Svete Director July 21, 1998
- -----------------------------
Joseph T. Svete
/s/ Thomas E. Wheeler Director July 21, 1998
- -----------------------------
Thomas E. Wheeler
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EXHIBIT INDEX
Exhibit
No. Description
------- -----------
4.1 1998 Stock Option and Incentive Plan (included as Exhibit 10.A
to Form SB-2 Registration Statement Number 333-48387 and
incorporated herein by this reference)
*4.2 Form of stock option agreement under the 1998 Stock Option and
Incentive Plan
*5.1 Opinion of Grady & Associates re: legality
**15 Letter on unaudited interim financial information
*23.1 Consent of Grady & Associates (included in Exhibit 5.1)
*23.2 Consent of KPMG Peat Marwick LLP
*24 Power of Attorney
- ----------
* Filed herewith
** Not applicable
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EXHIBIT 4.2
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OPTION AGREEMENT
----------------
(Non-Qualified Stock Option)
This Option Agreement is made as of the day of ___________, 199 ,
between GLB BANCORP, INC., an Ohio corporation (the "Company") and
_______________, an employee of the Company or one or more of its Subsidiaries
(the "Employee").
WHEREAS, the Company has heretofore adopted the 1998 Stock Option and
Incentive Plan (the "Plan"); and
WHEREAS, it is a requirement of the Plan that an agreement be executed
to evidence the NonQualified Stock Option granted to the Employee;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the parties hereto
hereby agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Employee the right
and option (the "Option") to purchase all or any part of an aggregate of
(_________) shares of the Common Stock, without par value, of the Company
("Shares") (such number being subject to adjustment as set forth herein and in
the Plan) on the terms and subject to the conditions set forth herein and in the
Plan. The exercise of and all rights of the Employee to the Option granted
hereby is conditioned upon the acceptance by the Employee of the terms of the
Plan, this Option Agreement and the grant, as evidenced by his execution of this
Option Agreement in the space provided below, and the return of an executed
original of this Option Agreement to the Secretary of the Company no later than
__________, 199_.
2. TYPE OF OPTION. The Option granted under this Option Agreement is a
Non-Qualified Stock Option and shall not be treated by the Company or the
Employee as an Incentive Stock Option for federal income tax purposes.
3. PURCHASE PRICE. The exercise price of the Shares covered by the
Option is $_____ per Share.
4. TERM OF OPTION. The Option shall expire ten (10) years from the date
of grant, subject to earlier termination as hereinafter provided, and may be
exercised in whole or in part at any time by the Employee. The date of grant
shall be the date first written above.
5. EXERCISE OF OPTION.
(a) In order to exercise the Option, the person or persons
entitled to exercise it shall deliver to the Chief Executive Officer of
the Company written notice of the number of full Shares with respect to
which the Option is to be exercised. The notice shall be accompanied by
payment in full for any Shares being purchased. Such payment shall be
made in cash, in certificates for Shares held for more than six (6)
months or by a combination of cash and Shares. If all or any part of
the payment is in the form of certificates for Shares, such
certificates shall be duly endorsed in blank, and the Shares shall be
valued based on their Market Value on the date of exercise. No
fractional Shares shall be issued.
(b) No Shares shall be issued until full payment therefor has
been made, and Employee shall have none of the rights of a stockholder
in respect of such Shares until they are so issued.
(c) Notwithstanding anything to the contrary contained herein,
if the exercise of this Option results in ownership of 25% or more of
the outstanding Shares, then this Option may not be exercised without
the prior consent of the appropriate regulatory authorities, including,
but not limited to, the Federal Deposit Insurance Corporation, the
Federal Reserve, and the State of Ohio Division of Financial
Institutions, if such consent is necessary under applicable law.
6. Nontransferability. The Option shall not be transferable other than
by: (a) will or the laws of descent and distribution, and the Option may be
exercised, during the lifetime of the Employee, only by him or in the event of
death, his Successor, or in the event of disability, his personal
representative, or (b) pursuant to
<PAGE> 3
a qualified domestic relation order, as defined in the Code or the Employee
Retirement Income Security Act (ERISA).
7. TERMINATION OF EMPLOYMENT. In the event that the employment of the
Employee shall be terminated (otherwise than by reason of death or disability),
the Option may be exercised by the Employee (to the extent that he shall have
been entitled to do so at the termination of his or her employment) at any time
within three (3) months after such termination. So long as the Employee shall
continue to be an employee of the Company or one or more of its Subsidiaries,
the Option shall not be affected by any change of duties or position. Nothing in
this Option Agreement shall confer upon the Employee any right to continue in
the employ of the Company or any of its Subsidiaries or interfere in any way
with the right of the Company or any such Subsidiary to terminate his employment
at any time. Anything herein contained to the contrary notwithstanding, in the
event of any termination of the Employee's employment for cause, the Option, to
the extent not theretofore exercised, shall forthwith terminate.
8. DEATH OF EMPLOYEE. If the Employee shall die while he shall be
employed by the Company or one or more of its Subsidiaries or within three (3)
months after the termination of his employment, the Option may be exercised in
full by his Successor at any time within one (1) year after the Employee's
death, but not beyond the original term of the Option; provided, however, that
following the death of the Employee, the Committee may, as an alternative means
of settlement of the Option, elect to pay to the person to whom the Option is
transferred by will or by the laws of descent and distribution, or pursuant to a
qualified domestic relations order (as defined in the Code or Title I of ERISA
or the rules thereunder), the amount by which the Market Value per Share on the
date of exercise of the Option exceeds the exercise price of the Option,
multiplied by the number of Shares with respect to which such Option is properly
exercised. Any such settlement of an Option shall be considered an exercise of
such Option for all purposes of the Plan.
9. DISABILITY OF EMPLOYEE. If the employment of the Employee shall
terminate on account of his having become "disabled", as defined in Section
22(e)(3) of the Code, the Option may be exercised in full at the termination of
his employment on account of his becoming disabled or at any time within three
(3) months after the date on which his employment terminated, but not beyond the
original term of the Option.
10. Taxes.
(a) The Company shall have the right to require the Employee
or any other person entitled to receive Shares pursuant to the exercise
of an Option under the Plan to pay the Company the amount of any taxes
which the Company is or will be required to withhold, if any, with
respect to such Shares before the certificates for such Shares is
delivered pursuant to the Option. Furthermore, the Company may elect to
deduct such taxes from any other amounts then payable in cash or in
shares or from any other amounts payable any time thereafter in cash to
the Employee.
(b) If the Employee is subject to Section 16(b) of the
Securities and Exchange Act of 1934 on the date of exercise, he may
satisfy his tax liability with respect to the exercise of an Option by
having the Company withhold Shares otherwise issuable upon exercise of
the Option, if the Employee makes an election to do so which satisfies
the requirements of Rule 16b-3.
11. CHANGES IN CAPITAL STRUCTURE. In the event of any change in the
outstanding Shares by reason of any reorganization, recapitalization, stock
split, stock dividend, combination or exchange of shares, merger, consolidation
or any change in the corporate structure or Shares of the Company, the number,
class and exercise price of Shares subject to this Option shall be appropriately
adjusted by the Committee. The foregoing adjustment and the manner of
application of this provision shall be determined by the Committee in its sole
discretion, and such determination shall be conclusive. Any such adjustment may
provide for the elimination of any fractional Share that might otherwise become
subject to this Option.
12. SECURITIES LAW COMPLIANCE. The Option may not be exercised and the
delivery of certificates for Shares pursuant to the exercise of this Option may
be postponed by the Company for such period as may be required for it with
reasonable diligence to comply with any applicable requirements of any federal,
state or local law or regulation or any administrative or quasi-administrative
requirement applicable to the sale, issuance,
2
<PAGE> 4
distribution or delivery of such Shares. The Committee may, in its sole
discretion, require the Employee to furnish the Company with appropriate
representations and a written investment letter prior to the exercise of the
Option and the delivery of any Shares pursuant to the Option.
13. INCORPORATION OF PROVISIONS OF THE PLAN. All of the provisions of
the Plan and any amendments thereto, pursuant to which this Option is granted,
are hereby incorporated by reference and made as part hereof as if specifically
set forth herein, and to the extent of any conflict between this Option
Agreement and the terms contained in the aforesaid Plan, the Plan shall control.
To the extent any capitalized terms are not otherwise defined herein, they shall
have the meaning set forth in the Plan.
14. SUCCESSORS AND ASSIGNS. This Option Agreement shall be binding upon
and inure to the benefit of the Company's successors and assigns and the
Employee's permitted successors and assigns.
IN WITNESS WHEREOF, the Company has caused this Option Agreement to be
duly executed by its officer thereunto duly authorized, and the Employee has
hereunto set his hand, all as of the day and year first above written.
GLB BANCORP, INC.
By:
-----------------------------
---------------------------------
Employee
3
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
July 22, 1998
Board of Directors
GLB Bancorp, Inc.
7001 Center Street
Mentor, Ohio 44060
Gentlemen:
GLB Bancorp, Inc., an Ohio corporation (the "Company"), intends to file
with the Securities and Exchange Commission under the Securities Act of 1933 a
Registration Statement on Form S-8 (the "Registration Statement") with respect
to 28,000 shares (the "Shares") of the Company's common stock, without par
value. The Shares may be issued from time to time pursuant to the Company's 1998
Stock Option and Incentive Plan (the "Incentive Plan"). Capitalized terms not
defined in this letter have the meanings given to them in the Registration
Statement.
You have requested our opinion in connection with the Company's filing
of the Registration Statement. In this connection, we have examined and relied
upon originals or copies, certified or otherwise identified to our satisfaction
as being true copies, of all such records of the Company, all such agreements,
certificates of officers of the Company and others, and such other documents,
certificates and corporate or other records as we have deemed necessary as a
basis for the opinions expressed in this letter, including without limitation
the Company's Articles of Incorporation and the Registration Statement. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals and the conformity to authentic original documents of all
documents submitted to us as certified or photostatic copies. We have assumed
the Company will remain in good standing as an Ohio corporation at all times
when Shares are issued pursuant to terms of the Incentive Plan.
We have investigated such questions of law for the purpose of rendering
the opinions in this letter as we have deemed necessary. We express no opinion
in this letter concerning any law other than the General Corporation Law of the
State of Ohio.
On the basis of and in reliance on the foregoing, we are of the opinion
that the Shares to be issued pursuant to the Incentive Plan, when and if issued
in accordance with the terms of the Incentive Plan, will be legally issued,
fully paid and nonassessable.
The opinion in this letter is rendered to the Company in connection
with the filing of the Registration Statement. We consent to the filing of this
letter as an exhibit to the Registration Statement. The opinion may not be
relied upon by the Company for any other purpose.
Sincerely,
GRADY & ASSOCIATES
<PAGE> 1
EXHIBIT 23.2
<PAGE> 2
CONSENT
The Board of Directors
GLB Bancorp, Inc.
Mentor, Ohio:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Indianapolis, Indiana
July 22, 1998
<PAGE> 1
Exhibit 24
<PAGE> 2
POWER OF ATTORNEY
DIRECTORS OF GLB BANCORP, INC.
Know all men by these presents that each person whose name is signed
below has made, constituted and appointed, and by this instrument does make,
constitute and appoint Richard T. Flenner, Jr., Cheryl J. Mihitsch and Andrew L.
Meinhold, or any one of them acting alone, his true and lawful attorney with
full power of substitution and resubstitution to affix for him and in his name,
place and stead, as attorney-in-fact, his signature as director or officer, or
both, of GLB Bancorp, Inc., an Ohio corporation (the "Company"), to a
Registration Statement on Form S-8 or other form registering common stock of the
Company under the Securities Act of 1933, and to any and all amendments,
post-effective amendments and exhibits to that Registration Statement, and to
any and all applications and other documents pertaining thereto, giving and
granting to such attorney-in-fact full power and authority to do and perform
every act and thing whatsoever necessary to be done in the premises, as fully as
he might or could do if personally present, and hereby ratifying and confirming
all that said attorney-in-fact or any such substitute shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at Mentor,
Ohio, this 21st day of July, 1998.
/s/ Richard T. Flenner, Jr. /s/ Jerome T. Osborne
- ------------------------------- --------------------------
Richard T. Flenner, Jr. Jerome T. Osborne
/s/ James V. Fryan /s/ Richard M. Osborne
- ------------------------------- --------------------------
James V. Fryan Richard M. Osborne
/s/ George C. Lott /s/ Edward R. Pike
- ------------------------------- --------------------------
George C. Lott Edward R. Pike
/s/ George X. Mechir /s/ Thomas J. Smith
- ------------------------------- --------------------------
George X. Mechir Thomas J. Smith
/s/ Joseph T. Svete
- ------------------------------- --------------------------
Marian Rose Nathan Joseph T. Svete
/s/ Thomas E. Wheeler
---------------------------
Thomas E. Wheeler
