As filed with the Securities and Exchange Commission on November 27, 1996.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Incorporated PROVIDENT BANCORP, INC. I.R.S. Employer
Under the Laws One East Fourth Street Identification No.
of Ohio CINCINNATI, OHIO 45202 31-0982792
1996 NON-EXECUTIVE OFFICER
STOCK OPTION PLAN
Mark E. Magee, Esq.
Provident Bancorp, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2861
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered Per Share Price Fee
- ---------------- ---------- --------- --------- -------------
Common Stock, 300,000 $48.9375(2) $14,681,250.00(2) $4,449(3)
No par value Shares(1)
(1) This Registration Statement is filed for up to 300,000 shares issuable
upon the exercise of options granted pursuant to the 1996 Non-Executive
Officer Stock Option Plan.
(2) Estimated solely for purposes of calculating registration fees.
(3) Registration fee has been calculated pursuant to Rule 457(h) based on
the average of the high and low prices of the Common Stock quoted on
the Nasdaq Stock Market on November 25, 1996 of $48.9375 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Provident Bancorp, Inc.(the "Company")
with the Securities and Exchange Commission are incorporated herein by reference
and made a part hereof:
1. The Company's Annual Report on Form 10-K for the Fiscal Year ended
December 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 1996.
3. The Company's Current Reports on Form 8-K dated September 19, 1996,
September 26, 1996 and October 3, 1996.
4. The description of the Company's Common Stock contained in the
Registration Statement on Form 10 filed on September 10, 1980 under
the Securities Exchange Act of 1934.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
Common Stock offered has been sold or which deregisters all Common Stock then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be passed upon for
the Company by Keating, Muething & Klekamp, 1800 Provident Tower, One East
Fourth Street, Cincinnati, Ohio 45202. Attorneys of Keating, Muething & Klekamp
own 86,805 shares of the Company's Common Stock.
<PAGE>
Item 6. Indemnification of Directors and Officers
Ohio Revised Code, Section 1701.13(E), allows indemnification by the
Registrant to any person made or threatened to be made a party to any
proceedings, other than a proceeding by or in the right of the Registrant, by
reason of the fact that he is or was a director, officer, employee or agent of
the Registrant, against expenses, including judgment and fines, if he acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the Registrant and, with respect to criminal actions, in which
he had no reasonable cause to believe that his conduct was unlawful. Similar
provisions apply to actions brought by or in the right of the Registrant, except
that no indemnifica tion shall be made in such cases when the person shall have
been adjudged to be liable for negligence or misconduct to the Regis trant
unless deemed otherwise by the court. Indemnification is to be made by a
majority vote of a quorum of disinterested directors or the written opinion of
independent counsel or by the sharehold ers or by the court. The Registrant's
Code of Regulations extends such indemnification.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits*
Exhibit 4 Provident Bancorp 1996 Non-Executive Officer Stock Option
Plan
Exhibit 5 Opinion of Keating, Muething & Klekamp, P.L.L.
Exhibit 23.1 Consent of Ernst & Young, L.L.P.
Exhibit 23.2 Consent of Keating, Muething & Klekamp, P.L.L. (contained in
Exhibit 5)
Exhibit 24 Power of Attorney (contained in the signature page)
Item 9. Undertakings
9.1 The undersigned Registrant hereby undertakes 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
- --------
*All Exhibits filed herewith.
<PAGE>
of 1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individu ally or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwith standing 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 Registra tion 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 (i) and (ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
9.2 The undersigned Registration hereby undertakes 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.
9.3 The undersigned Registration hereby undertakes 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.
9.4 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
9.5 Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers
<PAGE>
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.
<PAGE>
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 Cincin nati, Ohio, on November 26,1996.
PROVIDENT BANCORP, INC.
By: /s/Allen L. Davis
----------------------------
Allen L. Davis
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. Each person whose signature appears below
marked with an asterisk hereby authorizes Allen L. Davis or Philip R. Myers or
John R. Farrenkopf as attorney-in-fact to sign on his behalf individually and in
each capacity indicated below, any amendments, including post-effective
amendments, to this Registration Statement.
Signature Capacity Date
- --------- -------- ----
*/s/Allen L. Davis
- ---------------------- Chief Executive November 26, 1996
Allen L. Davis Officer and Director
(Principal Executive
Officer)
*/s/John R. Farrenkopf Vice President and November 26, 1996
- ---------------------- Chief Financial
John R. Farrenkopf Officer (Principal
Financial Officer
and Principal Ac
counting Officer)
*/s/Jack M. Cook Director November 26, 1996
- ----------------------
Jack M. Cook
*/s/Thomas D.Grote,Jr. Director November 26, 1996
- ----------------------
Thomas D. Grote, Jr.
*/s/Philip R. Myers Senior Vice President November 26, 1996
- ----------------------- and Director
Philip R. Myers
<PAGE>
*/s/Joseph A. Pedoto Director November 26, 1996
- ------------------------
Joseph A. Pedoto
*/s/Sidney A. Peerless Director November 26, 1996
- -----------------------
Sidney A. Peerless
*/s/Joseph A. Steger Director November 26, 1996
- ------------------------
Joseph A. Steger
PROVIDENT BANCORP, INC.
1996
NON-EXECUTIVE OFFICER
STOCK OPTION PLAN
ARTICLE 1
OBJECTIVES
Provident Bancorp, Inc. ("Provident") has established this Stock Option
Plan effective as of June 1, 1996 as an incentive to the attraction and
retention of dedicated and loyal employees of outstanding ability, to stimulate
the efforts of such persons in meeting Provident's objectives and to encourage
ownership of Provident Common Stock by employees.
ARTICLE 2
DEFINITIONS
2.1 For purposes of the Plan the following terms shall have the
definition which is attributed to them, unless another definition is clearly
indicated by a particular usage and context.
A. The "Company" means Provident and any subsidiary of Provident.
B. "Date of Exercise" means the date on which the Company has received
a written notice of exercise of an Option, in such form as is acceptable to
the Committee, and full payment of the purchase price or a copy of
irrevocable directions to a broker-dealer to deliver the Option Price to
Provident pursuant to Section 7.2.
C. "Date of Grant" means the date on which the Committee makes an
award of an Option.
D. "Eligible Employee" means any individual who performs services for
the Company and is treated as an Employee for federal income tax purposes
and who is not an executive officer of Provident.
E. "Effective Date" means June 1, 1996.
F. "Fair Market Value" means the average of the closing bid and asked
prices for a Share reported on any stock exchange or over-the-counter
trading system on which Shares are trading on the last trading date prior
to a specified date.
G. "Nonqualified Stock Option" means any Option granted under the
Plan.
H. "Option" means the right to purchase a stated number of Shares at a
specified price. The option may be granted to an Eligible Employee subject
to the terms of this Plan, and such other conditions and restrictions as
the Committee deems appropriate.
I. "Option Price" means the purchase price per Share subject to an
Option be fixed by the Committee, but shall not be less than 95% of the
Fair Market a Share on the Date of Grant.
<PAGE>
J. "Permanent and Total Disability" shall mean any medically
determinable physical or mental impairment rendering an individual unable
to engage in any substantial gainful activity, which disability can be
expected to result in death or which has lasted or can be expected to last
for a continuous period of not less than 12 months.
K. "Plan" means this 1996 Non-Executive Officer Stock Option Plan as
it may be amended.
L. "Share" means one share of the no par value Common Stock of
Provident.
ARTICLE 3
ADMINISTRATION
3.1 The Plan shall be administered by a committee (the "Committee") of
three or more Directors designated by the Board of Directors of Provident.
Notwithstanding the foregoing, to the extent relevant state law now or hereafter
permits, the Committee may be comprised solely of two or more such directors.
Actions shall be taken by a majority of the Committee.
3.2 Except as specifically limited by the provisions of the Plan, the
Committee in its discretion shall have the authority to:
A. Determine which Eligible Employees shall be granted Options;
B. Determine the number of Shares which may be subject to each
Option;
C. Determine the Option Price;
D. Determine the term of each Option;
E. Interpret the provisions of the Plan and decide all
questions of fact arising in its application; and
F. Prescribe such rules and procedures for Plan administration
as from time to time it may deem advisable.
3.3 Any action, decision, interpretation or determination by the
Committee with respect to the application or administration of this Plan shall
be final and binding upon all persons, and need not be uniform with respect to
its determination of recipients, amount, timing, form, terms or provisions of
Options.
3.4 No member of the Committee shall be liable for any action or
determination taken or made in good faith with respect to the Plan or any Option
granted hereunder, and to the extent permitted by law, all members shall be
indemnified by the Company for any liability and expenses which may occur
through any claim or cause of action.
<PAGE>
ARTICLE 4
SHARES SUBJECT TO PLAN
The Shares that may be made subject to Options granted under the Plan
shall not exceed 300,000 Shares in the aggregate. Upon lapse or termination of
any Option for any reason without being completely exercised, the Shares which
were subject to such Option may again be subject to other Options.
ARTICLE 5
GRANTING OF OPTIONS
Subject to the terms and conditions of the Plan, the Committee may,
from time to time, prior to June 1, 2006, grant Options to Eligible Employees on
such terms and conditions as the Committee may determine. More than one Option
may be granted to the same Eligible Employee.
ARTICLE 6
TERMS OF OPTIONS
6.1 Each Option shall be for a term of from one to ten years from the
Date of Grant and may not be exercised during the first twelve months of the
term of said Option. Commencing on the first anniversary of the Date of Grant of
an Option, the Option may be exercised for 25 % of the total Shares covered by
the Option with an additional 25 % of the total Shares covered by the Option
becoming exercisable on each succeeding anniversary until the Option is
exercisable to its full extent. This right of exercise shall be cumulative and
shall be exercisable in whole or in part. The Committee in its sole discretion
may permit particular holders of Options to exercise an Option to a greater
extent than provided herein. The Committee may establish a different exercise
schedule and impose other conditions upon exercise for any particular Option or
groups of Options.
6.2 The holder of an Option must remain continuously in the service of
the Company as an employee for a period of at least twelve months. Nothing
contained in this Plan or in any Option granted pursuant to it shall confer upon
any employee any right to continue in the employ of the Company or to interfere
in any way with the right of the Company to terminate employment at any time. So
long as a holder of an Option shall continue to be an employee of the Company,
the Option shall not be affected by any change of the employee's duties or
position.
ARTICLE 7
EXERCISE OF OPTIONS
7.1 Any person entitled to exercise an Option in whole or in part, may
do so by delivering a written notice of exercise to the Company, attention
Corporate Secretary, at its principal office. The written notice shall specify
the number of Shares for which an Option is being exercised and the grant date
of the option being exercised and shall be accompanied by full payment of the
Option Price for the Shares being purchased.
<PAGE>
7.2 Alternatively to exercise pursuant to paragraph 7.1, persons
exercising options may deliver a written notice of exercise to Provident,
Attention Corporate Secretary, accompanied by irrevocable instructions to
deliver shares to a broker-dealer and a copy of irrevocable instructions to the
broker-dealer to deliver the Option Price to Provident.
ARTICLE 8
PAYMENT OF OPTION PRICE
8.1 In the sole discretion of the Committee, Payment of the Option
Price and any withholding taxes may be made in cash. by the tender of Shares, or
both. Shares tendered shall be valued at their Fair Market Value.
8.2 Payment through tender of Shares may be made by instruction from
the Optionee to the Company to withhold from the Shares issuable upon exercise
that number which have a Fair Market Value equal to the exercise price for the
Option or portion thereof being exercised.
ARTICLE 9
TRANSFERABILITY OF OPTIONS
9.1 During the lifetime of an Eligible Employee to whom an Option has
been granted, such Option is not transferable voluntarily or by operation of law
and may be exercised only by such individual. Upon the death of an Eligible
Employee to whom an Option has been granted, the Option may be transferred to
the beneficiaries or heirs of the holder of the Option by will or by the laws of
descent and distribution. Notwithstanding the above, the Committee may, with
respect to particular Options, establish or modify the terms of the Option to
allow the Option to be transferred at the request of the holder of the Option to
trusts established by the holder or as to which the holder is a grantor or to
family members of the holder or otherwise for personal and tax planning purposes
of the holder. If the Committee allows such transfer, such Options shall not be
exercisable for a period of six months following the action of the Committee.
ARTICLE 10
TERMINATION OF OPTIONS
10.1 An Option will terminate as follows:
A. Upon exercise or expiration by its terms.
B. Upon termination of employment, the then-exercisable
portion of any Option will terminate on the 90th day after the date of
termination. The portion not exercisable will terminate on the date of
termination of employment. For purposes of the Plan, a leave of absence approved
by the Company shall not be deemed to be termination of employment.
C. If an Eligible Employee holding an Option dies or becomes
subject to a Permanent and Total Disability while employed by the Company, or
within 90 days after termination of employment, such Option may be exercised, to
the extent exercisable on the earlier of the date of termination of employment
or date of the occurrence of the event which triggers the operation of this
paragraph. at any time within one year after the date of such death or
occurrence of Permanent and Total Disability by the estate or guardian of such
person or by those persons to whom the Option may have been transferred by will
or by the laws of descent and distribution.
<PAGE>
10.2 Except as provided in Article 11 hereof, in no event will the
continuation of the term of an Option beyond the date of termination of
employment allow the Eligible Employee. or his beneficiaries or heirs, to accrue
additional rights under the Plan. or to purchase more Shares through the
exercise of an Option than could have been purchased on the day that employment
was terminated. In addition. notwithstanding anything contained herein, no
option may be exercised in any event after the expiration of ten years from the
date of grant of such option.
ARTICLE 11
ADJUSTMENTS TO SHARES AND OPTION PRICE
11.1 In the event of changes in the outstanding Common Stock of the
Company as a result of stock dividends, stock splits, reclassifications,
reorganizations, redesignations, mergers, consolidations, recapitalizations,
combinations or exchanges of Shares, or other such changes, the number and class
of Shares for all purposes covered by the Plan and number and class of Shares
and price per Share for each outstanding Option covered by the Plan shall be
appropriately adjusted by. the Committee.
11.2 The Committee shall make appropriate adjustments in the Option Price
to reflect any spin-off of assets. extraordinary dividends or other
distributions to shareholders.
11.3 In the event of the dissolution or liquidation of the Company or
any merger (other than a merger for the purpose of the redomestication of the
Company not involving a change in control), consolidation, exchange or other
transaction in which the Company is not the surviving corporation or in which
the outstanding Shares of the Company are converted into cash, other securities
or other property, each outstanding Option shall. without regard to any vesting
schedule or performance target and notwithstanding anything to the contrary set
forth herein, automatically and immediately become fully exercisable immediately
prior to such event.
11.4 All outstanding Options shall become immediately exercisable in
full if a change in control of the Company occurs, notwithstanding anything to
the contrary set forth herein. For purposes of this Agreement, a "change in
control of the Company" shall be deemed to have occurred if (a) any "person," as
such term is used in Sections 13(d) and 14(d) of the Act, other than (i) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or (ii) Carl H. Lindner or any member of his family, becomes the
"beneficial owner," as defined in Rule 13d-3 under the Act, directly or
indirectly, of securities of the Company representing 30% or more of the
combined voting power of the Company's then outstanding securities; or (b)
during any period of one year (not including any period prior to the execution
of this Agreement), individuals who at the beginning of such period constitute
the Board of Directors and any new director whose election by the Board or
nomination for election by the Company's shareholders was approved by a vote of
at least two-thirds (2/3) of the Directors then still in office who either were
Directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority thereof.
<PAGE>
ARTICLE 12
OPTION AGREEMENTS
12.1 All Options granted under the Plan shall be evidenced by a written
agreement in such form or forms as the Committee in its sole discretion may
determine.
12.2 Each optionee, by acceptance of an Option under this Plan, shall
be deemed to have consented to be bound, on the optionee's own behalf and on
behalf of the optionee's heirs, assigns and legal representatives, by all terms
and conditions of this Plan.
ARTICLE 13
AMENDMENT OR TERMINATION OF PLAN
13.1 The Board of Directors of the Company may at any time amend,
suspend, or terminate the Plan in any respect. No amendment or termination of
the Plan shall alter or impair any Option granted under the Plan without the
consent of the holder thereof.
13.2 This Plan shall continue in effect until the expiration of all
Options granted under the Plan unless terminated earlier in accordance with this
Article 13; provided, however, that it shall otherwise terminate and no options
shall be granted ten years after the Effective Date.
ARTICLE 14
EFFECTIVE DATE
This Plan shall become effective as of June 1, 1996.
ARTICLE 15
MISCELLANEOUS
15.1 Nothing contained in this Plan or in any action taken by the Board
of Directors or shareholders of the Company shall constitute the granting of an
Option. An Option shall be granted only at such time as a written Option shall
have been executed and delivered to the respective employee and the employee
shall have executed an agreement respecting the Option in conformance with the
provisions of the Plan.
15.2 Certificates for Shares purchased through exercise of Options will
be issued in regular course after exercise of the Option and payment therefor as
called for by the terms of the Option but in no event shall the Company be
obligated to issue certificates more often than once each quarter of each fiscal
year. No persons holding an Option or entitled to exercise an Option granted
under this Plan shall have any rights or privileges of a shareholder of the
Company with respect to any Shares issuable upon exercise of such Option until
certificates representing such Shares shall have been issued and delivered. No
Shares shall be issued and delivered upon exercise of an Option unless and until
the Company, in the opinion of its counsel, has complied with all applicable
registration requirements of the Securities Act of 1933 and any applicable state
securities laws and with any applicable listing requirements of any national
securities exchange on which the Company securities may then be listed as well
as any other requirements of law.
EXHIBIT 5
OPINION OF KEATING, MUETHING & KLEKAMP
FACSIMILE (513) 579-6956
November 26, 1996
Direct Di(513) 579-6410
E-Mail: gkreideKMKlaw.com
Ladies and Gentlemen:
This firm is general counsel to Provident Bancorp (the "Company") and
as such, we are familiar with the Company's Articles of Incorporation, Code of
Regulations and corporate proceedings generally. We have reviewed the corporate
records as to the establishment of the Company's 1996 Non-Executive Officer
Stock Option Plan which calls for the issuance of shares of Common Stock to
employees who are not executive officers of the Company and its subsidiaries
upon exercise of options granted to them. Based solely upon such examination, we
are of the opinion that:
1. The Company is a duly organized and validly existing corporation under
the laws of the State of Ohio; and
2. The Company has taken all necessary and required corporate actions
in connection with the proposed issuance of 300,000 shares of Common Stock
pursuant to the 1996 Non-Executive Officer Stock Option Plan, and the Common
Stock, when issued and delivered, will be validly issued, fully paid and
non-assessable shares of Common Stock of the Company free of any claim of
pre-emptive rights.
We hereby consent to be named in the Registration Statement and the
Prospectus part thereof as the attorneys who have passed upon legal matters in
connection with the issuance of the aforesaid Common Stock and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
KEATING, MUETHING & KLEKAMP, P.L.L.
By: Gary P. Kreider
________________________________
Gary P. Kreider
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 18, 1996
included in Provident Bancorp, Inc.'s Form 10-K for the year ended December 31,
1995, and to all references to our Firm included in this Registration Statement.
Ernst & Young, LLP
Cincinnati, Ohio
November 25, 1996
