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As filed with the Securities and Exchange Commission on September 27, 1996
Registration No. 33-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FIRST PLACE FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NEW MEXICO 85-0317365
(State or Other (IRS Employer
Jurisdiction of Identification
Incorporation Number)
or Organization)
100 EAST BROADWAY, FARMINGTON, NEW MEXICO 87401
(Address of Principal Executive Offices)
FIRST PLACE FINANCIAL CORPORATION PROFIT SHARING PLAN (WITH 401(k) PROVISIONS
FIRST PLACE FINANCIAL CORPORATION NONSTATUTORY STOCK OPTION PLAN
FIRST PLACE FINANCIAL CORPORATION SECOND NONSTATUTORY STOCK OPTION PLAN
(Full Title of the Plans)
JAMES D. ROSE, PRESIDENT
FIRST PLACE FINANCIAL CORPORATION
100 EAST BROADWAY
FARMINGTON, NEW MEXICO 87401
(Name and Address of Agent for Service)
(505) 326-9000
(Telephone Number of Agent for Service)
COPIES TO:
Mark L. Zoeller, Esq.
Rothgerber, Appel, Powers & Johnson LLP
1200 17th Street, Suite 3000
Denver, Colorado 80202
(303) 623-9000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock 150,000(1) $29.75(2) $4,462,500(2) $1,538.79(2)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of securities to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
the proposed maximum offering price per share and the proposed maximum aggregate
offering price are estimated solely for purposes of calculating the registration
fee based upon the book value per share at August 31, 1996.
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TABLE OF CONTENTS
Page
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT. . . . . . . . . 1
Item 3. Incorporation of Documents by Reference . . . . . . . . . . . . 1
Item 6. Indemnification of Directors and Officers . . . . . . . . . . . 1
Item 8. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Item 9. Undertakings. . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a) Rule 415 Offering . . . . . . . . . . . . . . . . . . . . 3
(b) Undertaking Concerning Filings Incorporating Subsequent
Exchange Act Documents by Reference 3
(h) Filing of Registration Statement on Form S-8. . . . . . . 3
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
EXHIBIT INDEX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of First Place Financial Corporation (the
"Company") and the First Place Financial Corporation Profit Sharing Plan (With
401(k) Provisions) (the "Plan") and information are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1995 (filed concurrently with this Registration
Statement);
(c) The Company's quarterly report on Form 10-Q for the three-month period
ended March 31, 1996;
(d) The Company's quarterly report on Form 10-Q for the three-month period
ended June 30, 1996;
(e) The Company's Proxy Statement relating to the 1996 Annual Meeting of
Shareholders dated April 25, 1996; and
(f) The description of the common stock of the Company, par value $0.01
(the "Company Stock"), contained in the Company's Registration
Statement on Form 8-A, File No. 0-25956, filed by the Company under
Section 12 of the Exchange Act.
All documents subsequently filed by the Company and the Plan with the
Securities and Exchange Commission (the "Commission") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing such documents. Any
statement contained herein or in a document, all or a portion of which is
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 in any subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or replaces 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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V of the Bylaws of the Company provide that the Company shall, to
the fullest extent permitted by applicable law from time to time in effect,
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indemnify any person who is or was a director or officer, employee or agent of
the Company or is or was serving at the request of the Company as a director or
officer, employee or agent of another corporation, or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, from and against all expenses, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith.
Section 53-11-4.1 of the New Mexico Business Corporation Act provides,
among other things, that a corporation organized under the laws of New Mexico
shall have the power to indemnify any person who is or was a director, officer,
employee or agent against his expenses and liabilities in connection with any
proceedings involving such person by reason of his being or having been such a
corporate agent if such person: (i) acted in good faith; (ii) reasonably
believed, in the case of conduct in such person's official capacity with the
corporation, that the person's conduct was in the best interests of the
corporation, or, in all other cases, at least not opposed to the corporation's
best interests; and (iii) with respect to any criminal proceeding, such
corporate agent had no reasonable cause to believe his conduct was unlawful. In
addition, a corporation shall indemnify such persons against his expenses in
connection with any proceeding who, in the opinion of the board of directors,
has been wholly successful in the defense of any such proceeding.
The Company maintains directors' and officers' liability insurance which
covers certain liabilities and expenses of officers and directors of the Company
and covers the Company for reimbursement of payments to directors and officers
in respect of such liabilities and expenses.
ITEM 8. EXHIBITS
The following exhibits are attached to this registration statement:
4.1 Articles of Incorporation of Registrant*
4.2 Bylaws of Registrant*
5.1 Opinion of Rothgerber, Appel, Powers & Johnson LLP re: legality
5.2 Internal Revenue Service determination letter dated October 26, 1994
regarding First Place Financial Corporation Profit Sharing Plan (with
401(k) provisions)
23.1 Consent of Chandler & Company
23.2 Consent of Rothgerber, Appel, Powers & Johnson LLP
24.0 Power of Attorney
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* Incorporated by reference from Registrant's Registration Statement on Form
S-4, dated April 18, 1995, Registration No. 33-91310.
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ITEM 9. UNDERTAKINGS
(a) RULE 415 OFFERING
The Company hereby undertakes:
(1) 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 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 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.
(b) UNDERTAKING CONCERNING FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT
DOCUMENTS BY REFERENCE
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 the 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.
(h) FILING OF REGISTRATION STATEMENT ON FORM S-8
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Farmington and the State of New Mexico, on this
27th day of September 1996.
FIRST PLACE FINANCIAL CORPORATION
By: /s/ James D. Rose
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James D. Rose, President and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Position with
First Place Financial
Signature Corporation Date
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/s/ James D. Rose Chairman and Director September 27, 1996
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James D. Rose, as
attorney-in-fact for
Marlo L. Webb
/s/ James D. Rose Vice Chairman and Director September 27, 1996
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James D. Rose, as
attorney-in-fact for
Robert S. Culpepper
/s/ James D. Rose Director and CEO September 27, 1996
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James D. Rose, as
attorney-in-fact for
Richard I. Ledbetter
/s/ James D. Rose Director, President and September 27, 1996
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James D. Rose
/s/ James D. Rose Secretary and Treasurer September 27, 1996
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James D. Rose, as
attorney-in-fact for
Myron C. Taylor
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/s/ James D. Rose
- ------------------------ Director September 27, 1996
James D. Rose, as
attorney-in-fact for
J. Gregory Merrion
/s/ James D. Rose Director September 27, 1996
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James D. Rose, as
attorney-in-fact for
Roy L. ("Bunky") Owen
/s/ James D. Rose Director September 27, 1996
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James D. Rose, as
attorney-in-fact for
Jack M. Morgan
Director September 27, 1996
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Ben Heikkinen
/s/ James D. Rose Director September 27, 1996
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James D. Rose, as
attorney-in-fact for
Tom Bolack
/s/ James D. Rose Director September 27, 1996
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James D. Rose, as
attorney-in-fact for
Thomas C. Taylor
/s/ James D. Rose Director September 27, 1996
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James D. Rose, as
attorney-in-fact for
Robert C. Rhien
/s/ James D. Rose
- ------------------------ Director September 27, 1996
James D. Rose, as
attorney-in-fact for
James C. Henderson
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EXHIBIT INDEX
Exhibit No. Description Page No.
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4.1 Articles of Incorporation of Registrant *
4.2 Bylaws of Registrant *
5.1 Opinion of Rothgerber, Appel, Powers & Johnson LLP 9
5.2 Internal Revenue Service determination letter dated
October 26, 1994 regarding First Place Financial
Corporation Profit Sharing Plan (with 401(k) provision) 10
23.1 Consent of Chandler & Company 12
23.2 Consent of Rothgerber, Appel, Powers & Johnson LLP 13
24.0 Power of Attorney 14
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* Incorporated by reference from Registrant's Registration
Statement on Form S-4, dated April 18, 1995, Registration
No. 33-91310
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EXHIBIT 5.1
[Letterhead]
September 25, 1996
First Place Financial Corporation
100 East Broadway
Farmington, New Mexico 87401
Dear Sirs:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by First Place
Financial Corporation (the "Company") on or about September 25, 1996, with
respect to the offer and sale by the Company of 150,000 shares of a single class
of common stock, par value $.01, under the Company's Profit Sharing Plan (with
401(k) provisions), Nonstatutory Stock Option Plan and Second Nonstatutory Stock
Option Plan (collectively, the "Plans"), as described in the Registration
Statement.
We have reviewed such corporate documents and have made such investigation
of New Mexico law as we have deemed necessary under the circumstances. Based on
that review and investigation, it is our opinion that when the shares referred
to above are registered under the Securities Act of 1933, as amended, and issued
as provided in the Plans, said shares will be legally issued, fully paid and
nonassessable.
Sincerely yours,
/s/ ROTHGERBER, APPEL, POWERS & JOHNSON LLP
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EXHIBIT 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TX 75242
Date: October 26, 1994 Employer Identification Number:
85-0317365
File Folder Number:
FIRST PLACE FINANCIAL CORP. 850005850
100 EAST BROADWAY Person to Contact:
FARMINGTON, NM 87449 JILL RUTHERFORD
Contact Telephone Number:
(214) 767-6023
Plan Name:
PROFIT SHARING PLAN WITH 401K
PROVISIONS
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied, Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information the reporting
requirements for your plan. It also describes some events that automatically
nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statues.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated October 10, 1994. The proposed amendments should
be adopted on or before the date prescribed by the regulations under Code
section 401(b).
The determination letter is applicable for the amendment(s) adopted on
June 28, 1994.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)-1(b)(2) of the regulations on the basis of a design-based safe harbor
described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirement
of section 1.401(a)(4)-4(b)of the regulations with respect to
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FIRST PLACE FINANCIAL CORP -2-
those benefits, rights and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's
coverage group consists of those employees treated as currently benefitting
for purposes of demonstrating that the plan satisfies the minimum coverage
requirements of section 410(b) of the Code.
This plan qualifies for Extended Reliance described in the last paragraph
of Publication 794 under the caption "Limitations of a Favorable Determination
Letter."
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have any questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
Bobby E. Scott
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
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EXHIBIT 23.1
[LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration statement
of First Place Financial Corporation and subsidiaries on form S-8 of our
reports dated February 2, 1996 and May 31, 1996, appearing in the annual
report on Form 10-K of First Place Financial Corporation and subsidiaries for
the year ended December 31, 1995 and in the annual report on Form 11-K of the
First Place Financial Corporation Profit Sharing Plan With 401(k) Provisions
for the year ended December 31, 1995, respectively.
[SIGCUT]
CHANDLER & COMPANY, LLP
Farmington, New Mexico
September 17, 1996
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EXHIBIT 23.2
[LETTERHEAD]
September 25, 1996
CONSENT OF LEGAL COUNSEL
First Place Financial Corporation
100 East Broadway
Farmington, New Mexico 87401
Dear Sirs:
We consent to the use in the Form S-8 Registration Statement of First
Place Financial Corporation (the "Company"), relating to the offer and sale
by the Company of 150,000 shares of a single class of common stock, par value
$.01, under the Company's Profit Sharing Plan (with 401(k) provisions),
Nonstatutory Stock Option Plan and Second Nonstatutory Stock Option Plan
(collectively, the "Plans") of our name and our opinion regarding the
legality of such shares when issued under such Plans.
Sincerely yours,
ROTHGERBER, APPEL, POWERS & JOHNSON LLP
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EXHIBIT 24
POWER OF ATTORNEY
Each person executing this Power of Attorney hereby appoints James D. Rose
as his attorney-in-fact to (i) execute and file on behalf of First Place
Financial Corporation a Registration Statement on Form S-8, (ii) execute and
file any amendments to such Registration Statement, or (iii) take any other
action regarding the Registration Statement as such attorney-in-fact may deem
appropriate. This Power of Attorney has been signed by the following persons in
the capacities indicated on August 21, 1996.
SIGNATURE TITLE DATE
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/s/ Marlo L. Webb Chairman and Director August 21, 1996
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Marlo L. Webb
/s/ Robert S. Culpepper Vice Chairman and Director August 21, 1996
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Robert S. Culpepper
/s/ Richard I. Ledbetter Director and CEO August 21, 1996
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Richard I. Ledbetter
/s/ James D. Rose Director, President and August 21, 1996
- ------------------------------ Chief Operating Officer
James D. Rose
/s/ Myron C. Taylor Secretary and Treasurer August 21, 1996
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Myron C. Taylor
/s/ J. Gregory Merrion Director August 21, 1996
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J. Gregory Merrion
/s/ Roy L. ("Bunky") Owen Director August 21, 1996
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Roy L. ("Bunky") Owen
/s/ Jack M. Morgan Director August 21, 1996
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Jack M. Morgan
Director August 21, 1996
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Ben Heikkinen
/s/ Tom Bolack Director August 21, 1996
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Tom Bolack
/s/ Thomas C. Taylor Director August 21, 1996
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Thomas C. Taylor
