As filed with the Securities and Exchange Commission on June 3, 1997.
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Incorporated PROVIDENT FINANCIAL GROUP, INC. I.R.S. Employer
Under the Laws (Known as Provident Bancorp, Inc. Identification No.
of Ohio until June 2, 1997) 31-0982792
One East Fourth Street
CINCINNATI, OHIO 45202
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1997
STOCK OPTION PLAN
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Mark E. Magee, Esq.
Provident Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2861
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered(1) Per Share(2) Price(2) Fee(3)
Common Stock, 4,000,000 $39.625 $158,500,000.00 $48,031
No par value Shares
(1) This Registration Statement is filed for up to 4,000,000 shares
issuable upon the exercise of options granted pursuant to the 1997
Stock Option Plan.
(2) Estimated to calculate registration fee.
(3) Calculated pursuant to Rule 457(h) based on the average of the high and
low prices of the Common Stock on the Nasdaq Stock Market on May 28,
1997 of $39.625 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Provident Financial Group, Inc.,
formerly known as 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, 1996.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.
3. 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 subsequently 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, P.L.L., 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 indemnification shall be made in such cases when the person shall have
been adjudged to be liable for negligence or misconduct to the registrant 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 shareholders 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 Financial Group, Inc. 1997 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
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*All Exhibits filed herewith.
<PAGE>
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 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. 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% 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; 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 registrant 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 registrant 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.
<PAGE>
9.5 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.
<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 Cincinnati, Ohio, on June 2, 1997.
PROVIDENT FINANCIAL GROUP,INC.
By: /s/ Allen L. Davis
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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 June 2, 1997
- ----------------------- Officer and Director
Allen L. Davis (Principal Executive
Officer)
*/s/ John R. Farrenkopf Vice President and June 2, 1997
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John R. Farrenkopf Chief Financial
Officer (Principal
Financial Officer
and Principal
Accounting Officer)
*/s/ Jack M. Cook Director June 2, 1997
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Jack M. Cook
*/s/ Thomas D. Grote, Jr. Director June 2, 1997
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Thomas D. Grote, Jr.
*/s/ Philip R. Myers Senior Vice June 2, 1997
- ------------------------- President and
Phillip R. Myers Director
<PAGE>
*/s/ Joseph A. Pedoto
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Joseph A. Pedoto Director June 2, 1997
*/s/ Sidney A. Peerless Director June 2, 1997
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Sidney A. Peerless
*/s/Joseph A. Steger Director June 2, 1997
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Joseph A. Steger
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in teh Registration Statement Form
S-8 pertaining to the 1997 Stock Option Plan of Provident Financial Group, Inc.
of our report dated Janary 13, 1997, with respect to the consolidated financial
statements of Provident Bancorp, Inc. incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
Ernst & Young, LLP
Cincinnati, Ohio
June 3, 1997
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EXHIBIT 5
OPINION OF KEATING, MUETHING & KLEKAMP
FACSIMILE (513) 579-6956
June 3, 1997
Direct Di(513) 579-6410
E-Mail: gkreideKMKlaw.com
Ladies and Gentlemen:
This firm is general counsel to Provident Financial Group, Inc.(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 1997
Stock Option Plan which calls for the issuance of shares of Common Stock to
employees 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 4,000,000 shares of Common Stock
pursuant to the 1997 Stock Option Plan subject to the approval by shareholders,
and after such shareholder approval is recieved, 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: /s/ Gary P. Kreider
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Gary P. Kreider
