<PAGE>
As filed with the Securities and Exchange Commission on January 12, 2001
Registration No. 333-_______
================================================================================
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
CITADEL HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 95-3885184
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
550 South Hope Street, Suite 1825
Los Angeles, CA 90071
(213) 239-0540
(Address of principal executive offices) (Zip code)
Citadel Holding Corporation 1999 Stock Option Plan
(Full title of the plan)
Mr. Andrzej Matyczynski
Chief Financial Officer
Citadel Holding Corporation
550 South Hope Street, Suite 1825
Los Angeles, CA 90071
(213) 239-0540
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________________
Copies to:
Michael H. Margulis, Esq.
Duane, Morris & Heckscher LLP
380 Lexington Avenue
New York, New York 10168
(212) 692-1000
_________________________________
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
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]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration
per share (1) price (1) fee
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Nonvoting
Common Stock, par 532,800 shares $2.6250 $1,278,720 $320
value $0.01 per share
Class B Voting
Common Stock, par 133,200 shares $2.7500 $ 352,980 $ 88
value $.01 per share
------------------------------------------------------------------------------------------------------
Total 666,000 shares $1,631,700 $408
======================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
computing the amount of the registration fee based on the average of the
high and low prices of the Registrant's Class A Nonvoting Common Stock and
Class B Voting Common Stock as reported on the American Stock Exchange on
January 8, 2001.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
------ ---------------------------------------
The following documents filed with the Securities and Exchange Commission
by Citadel Holding Corporation, a Nevada corporation (the "Company"), are
incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K, as amended, for the
year ended December 31, 1999;
(2) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000, June 30, 2000, and September 30,
2000;
(3) the Company's Current Reports on Form 8-K dated January 20, 2000,
October 4, 2000, and January 12, 2001; and
(4) the description of the Company's capital stock contained in the
Company's Current Report on Form 8-K dated January 12, 2001.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 as amended (the
"Act"), 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, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
Item 4. Description of Securities.
------ -------------------------
Not applicable
Item 5. Interest of Named Experts and Counsel.
------ -------------------------------------
Not applicable
Item 6. Indemnification of Directors and Officers.
------ -----------------------------------------
Sections 78.7502 and 78.751 of the Nevada Revised Statutes provide for the
indemnification of the Company's officers, directors, employees and agents
against legal expenses and liabilities. These provisions are not exclusive and
permit the indemnification of such persons as may also be provided in a
corporation's articles of incorporation, bylaws, agreement, vote of the
stockholders or disinterested directors or otherwise. Article VII of the
Company's bylaws provides for the indemnification of the Company's officers,
directors, employees and agents to the extent and under the circumstances
permitted by Sections 78.7502 and 78.751 of the Nevada Revised Statutes.
Additionally, the Company maintains directors and officers liability insurance
on behalf of the Company's officers and directors insuring them against
liability that could be incurred in such capacities or arising out of such
status.
3
<PAGE>
Item 7. Exemption from Registration Claimed.
------ -----------------------------------
Not applicable.
Item 8. Exhibits.
------ --------
5 Opinion of Kummer Kaempfer Bonner & Renshaw
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Kummer Kaempfer Bonner & Renshaw (included in Exhibit
5)
24 Powers of Attorney (included on signature pages).
99 Citadel Holding Corporation 1999 Stock Option Plan (incorporated
by reference to Exhibit E to the Company's Proxy Statement dated
August 12, 2000).
Item 9. Undertakings.
------ ------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement,
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.
(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 the 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.
(b) 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 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.
(c) 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
4
<PAGE>
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is 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 Los Angeles, California, on January 12, 2001.
CITADEL HOLDING CORPORATION
By: /s/ Andrzej Matyczynski
-------------------------------------
Andrzej Matyczynski
Chief Financial Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints James J. Cotter, S. Craig Tompkins and Andrzej
Matyczynski, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, to act, without the other,
for him and in his name, place, and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to the Registration
Statement on Form S-8 of Citadel Holding Corporation relating to the offering of
shares of its Class A Nonvoting Common Stock and Class B Voting Common Stock,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents 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 full to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ James J. Cotter Chairman of the Board, Chief Executive Officer, January 12, 2001
--------------------------- and Direct
James J. Cotter
/s/ S. Craig Tompkins Vice Chairman and Director January 12, 2001
---------------------------
S. Craig Tompkins
/s/ Robert M. Loeffler Director January 12, 2001
---------------------------
Robert M. Loeffler
/s/ William C. Soady Director January 12, 2001
---------------------------
William C. Soady
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Alfred Villasenor, Jr. Director January 12, 2001
---------------------------
Alfred Villasenor, Jr.
/s/ Andrzej Matyczynski Chief Financial Officer (Principal Financial January 12, 2001
--------------------------- and Accounting Officer)
Andrzej Matyczynski
</TABLE>
6
