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As filed with the Securities and Exchange Commission on November _____, 2000
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
First Place Financial Corp.
(Exact name of registrant as specified in its charter)
DELAWARE 34-1880130
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
185 East Market Street
Warren, Ohio 44482
(Address of Principal Executive Offices including zip code)
First Place Financial Corp.
1999 INCENTIVE PLAN
(Full Title of the Plan)
Steven R. Lewis
President and Chief Executive Officer
First Place Financial Corp.
185 East Market Street
Warren, Ohio 44482
(330) 373-1221
(Name and address of agent for services and
telephone number, including area code)
Copies to:
Joseph G. Passaic, Jr., Esquire
Patton Boggs LLP
2550 M Street, N.W.
Washington, DC 20037
(202) 457-6000
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
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Proposed
Title of Securities to be Amount to be Maximum Offering Estimated Maximum Amount of
Registered Registered(1) Price Per Share Aggregate Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
Value per Share 1,124,125 (3) $13,578,608 $3,775.00
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
First Place Financial Corp. 1999 Incentive Plan (the "Plan") as the result of a
stock split, stock dividend or similar adjustment of the outstanding Common
Stock of First Place Financial Corp. pursuant to 17 C.F.R. (S)230.416(a).
(2) Represents the total number of shares currently reserved or available for
issuance as options pursuant to the Plan.
(3) The sum of the weighted average exercise price of $12.3125 per share
multiplied by options for 1,007,600 shares under the Plan that have been granted
to date and the market value of the Common Stock on November 6, 2000 as
determined by the last reported price quoted on the Nasdaq Stock Market of
$10.0625 multiplied by 116,525 shares for which options have not yet been
granted under the Plan.
This Registration Statement shall become effective immediately upon filing in
accordance with Section 8(a) of the Securities Act of 1933, as amended, (the
"Securities Act") and 17 C.F.R. (S) 230.462.
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FIRST PLACE FINANCIAL CORP.
PART I. INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the First Place
Financial Corp. (the "Company" or the "Registrant") 1999 Incentive Plan (the
"Plan") required by Part I of the Registration Statement will be sent or given
to the participants in the Plan as specified by Rule 428(b)(1). Such document is
not filed with the Securities and Exchange Commission ("SEC") either as a part
of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2000 as filed on August 16, 2000 (File No. 0-
25049) pursuant to Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
(b) The Company has filed five current reports on Form 8-K ("Form 8-
K") since the end of the June 30, 2000 fiscal year. The Form 8-
K's were filed on July 21, 2000, July 12, 2000, July 12, 2000
October 20, 2000 and October 27, 2000.
(c) The description of Registrant's Common Stock contained in
Registrant's the Company's Registration Statement on Form S-4
(File No. 333-44108) filed with the SEC pursuant to Section 5 of
the Securities Act of 1933, as amended, on August 18, 2000
("Registration Statement") and Amendment No. 1 to the
Registration Statement filed with the SEC on October 11, 2000.
(d) All documents filed by the Registrant pursuant to Section 13(a)
and (c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT
TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY
FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
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The validity of the Common Stock offered hereby has been passed upon by
Patton Boggs LLP, Washington, D.C., for the Registrant attached hereto as
Exhibit 5.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles Tenth and Eleventh
of the Registrant's Certificate of Incorporation provide as follows (Note the
"Company" is referred to as the "Corporation" in Articles Tenth and Eleventh):
TENTH:
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A. Each person who was or is made a party or is threatened to
be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or
was a Director or an Officer of the Corporation or is or was serving at the
request of the Corporation as a Director, Officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a Director, Officer, employee or
agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than such
law permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in connection therewith;
provided, however, that, except as provided in Section C hereof with
respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a
proceeding against the Corporation (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation.
B. The right to indemnification conferred in Section A of this
Article TENTH shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter and "advancement of expenses"); provided, however,
that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a Director or
Officer (and not in any other capacity in which service was or is rendered
by such indemnitee, including, without limitation, services to an employee
benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right
to appeal (hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section or
otherwise. The rights to indemnification and to the advancement of expenses
conferred in Sections A and B of this Article TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to
be a Director, Officer, employee or agent and shall inure to the benefit of
the indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not
paid in full by the Corporation within sixty days after a written claim has
been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be
twenty days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, or in a suit brought by the Corporation
to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expenses
of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses the Corporation shall be
entitled to recover such expenses upon a final
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adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither
the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances because the indemnitee has
met the applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its stockholders)
that the indemnitee has not met such applicable standard of conduct, shall
create a presumption that the indemnitee has not met the applicable
standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving
that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article TENTH or otherwise shall be on
the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the
Corporation's Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to
protect itself and any Director, Officer, employee or agent of the
Corporation or subsidiary or Affiliate or another corporation, partnership,
joint venture, trust or other enterprise against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the Delaware General
Corporation Law.
F. The Corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article TENTH with respect to the
indemnification and advancement of expenses of Directors and Officers of
the Corporation.
ELEVENTH: A Director of this Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability: (i) for any breach of the
Director's duty of loyalty to the Corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the Director derived an
improper personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation existing at the time of such repeal or modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
4 Stock Certificate of First Place Financial Corp.(1)
5 Opinion of Patton Boggs LLP, Washington, DC, as to the legality of
the Common Stock registered hereby.
23.1 Consent of Patton Boggs LLP (included in Exhibit 5)
23.2 Consent of Crowe Chizek and Company LLP
24 Power of Attorney is located on the signature page to this
Registration Statement.
________________
1 Incorporated herein by reference from Exhibit 4.0 contained in the
Registration Statement on Form S-1 filed with the SEC on September 9, 1998
(SEC File No. 333-63099).
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales of securities 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;
(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 percent 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;
unless the information required by (i) and (ii) is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference into this Registration
Statement;
(2) That, for the purpose of determining any liability under the Securities
Act, each 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.
(4) That, for purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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.
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(5) 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.
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CONFORMED
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 Warren, State of Ohio, November 6, 2000.
FIRST PLACE FINANCIAL CORP.
By: /s/ Steven R. Lewis
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Steven R. Lewis
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven R. Lewis as the true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all capacities, to
sign any or all amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully or do 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 dates indicated.
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Name Title Date
<S> <C> <C>
/s/ Steven R. Lewis President, Chief Executive Officer and November 6, 2000
---------------------------- Director
Steven R. Lewis (principal executive officer)
/s/ Richard K. Smith Vice President and Chief Financial Officer, November 6, 2000
---------------------------- (principal financial officer)
Richard K. Smith
/s/ George J. Gentithes Director November 6, 2000
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George J. Gentithes
/s/ Robert P. Grace Director November 6, 2000
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Robert P. Grace
/s/ Thomas M. Humphries Director November 6, 2000
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Thomas M. Humphries
/s/Rrobert S. McGeough Director November 6, 2000
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Robert S. McGeough
/s/ E. Jeffrey Rossi Director November 6, 2000
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E. Jeffrey Rossi
/s/ Earl Kissell Director November 6, 2000
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Earl Kissell
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