<PAGE>
As filed with the Securities and Exchange Commission on February 25, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FIRST PLACE FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
NEW MEXICO 85-0317365
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number
100 EAST BROADWAY, FARMINGTON, NEW MEXICO 87401
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(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
FIRST PLACE FINANCIAL CORPORATION
THIRD STOCK OPTION PLAN FOR OFFICERS AND DIRECTORS
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(Full Title of the Plans)
JAMES D. ROSE, PRESIDENT
FIRST PLACE FINANCIAL CORPORATION
100 EAST BROADWAY
FARMINGTON, NEW MEXICO 87401
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(Name and Address of Agent for Service)
(505) 324-9500
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(Telephone Number of Agent for Service)
COPIES TO:
Russell P. Dawn, 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 Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock 180,000(1) $70.00(2) $12,600,000(2) $3,717.00(2)
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</TABLE>
(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 plans described herein.
(2) Pursuant to Rule 457(c),(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 average of the bid and asked price as of
February 24, 1998.
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TABLE OF CONTENTS
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Page
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<S> <C> <C>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT. . . . . . . . . . . . . . . 1
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . . . 1
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. . . . . . . . . . . . . . . 2
Item 8. EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Item 9. UNDERTAKINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(a) RULE 415 OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS
BY REFERENCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(h) FILING OF REGISTRATION STATEMENT ON FORM S-8. . . . . . . . . . . . . 3
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
POWER OF ATTORNEY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
EXHIBIT INDEX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>
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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, 1996;
(b) The Company's quarterly report on Form 10-Q for the three-month period
ended March 31, 1997;
(c) The Company's quarterly report on Form 10-Q for the three-month period
ended June 30, 1997;
(d) The Company's quarterly report on Form 10-Q for the three-month period
ended September 30, 1997;
(e) The Company's Proxy Statement relating to the 1997 Annual Meeting of
Shareholders dated April 1, 1997;
(f) The Company's current report on Form 8-K dated April 25, 1997;
(g) The Company's current report on Form 8-K dated July 18, 1997;
(h) The Company's current report on Form 8-K dated October 24, 1997;
(i) The Company's current report on Form 8-K dated November 19, 1997;
(j) The Company's current report on Form 8-K dated December 5, 1997;
(k) The Company's current report on Form 8-K dated January 6, 1998;
(l) The Company's current report on Form 8-K dated January 26, 1998;
(m) The description of the common stock of the Company, no par value, (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; and
(n) The Plan's annual report on Form 11-K for the fiscal year ended
December 31, 1996.
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.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V of the Bylaws of the Company provides that the Company shall, to
the fullest extent permitted by applicable law from time to time in effect,
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 LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Rothgerber, Appel, Powers & Johnson LLP
24.0 Power of Attorney (included in the signature pages of this
Registration Statement)
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* Incorporated by reference from Registrant's Registration Statement on Form
S-4, dated April 18, 1995, Registration No. 33-91310.
** Incorporated by reference from Registrant's Registration Statement on Form
S-8, dated September 27, 1996, Registration No. 33-740728.
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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) 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 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 24th
day of February 1998.
FIRST PLACE FINANCIAL CORPORATION
By: /s/ James D. Rose
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James D. Rose, President and
Chief Operating Officer
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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 this Registration Statement on Form S-8, (ii) execute and file any
amendments to such Registration Statement, and (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 persons below in the
capacities indicated as of the dates indicated.
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/ Robert S. Culpepper Chairman and Director February 24, 1998
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Robert S. Culpepper
/s/ J. Gregory Merrion Vice Chairman and Director February 24, 1998
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J. Gregory Merrion
/s/ Richard I. Ledbetter Director and CEO February 24, 1998
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Richard I. Ledbetter
/s/ James D. Rose Director, President and February 24, 1998
- ------------------------- Chief Operating Officer
James D. Rose
/s/ James C. Bradley Secretary and Treasurer February 24, 1998
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James C. Bradley
/s/ Robert M. Goodman Director, Executive Vice February 24, 1998
- ------------------------- President
Robert M. Goodman
/s/ Roy L. Owen Director February 24, 1998
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Roy L. ("Bunky") Owen
/s/ Jack M. Morgan Director February 24, 1998
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Jack M. Morgan
/s/ Ben Heikkinen Director February 24, 1998
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Ben Heikkinen
Director February 24, 1998
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Tom Bolack
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/s/ Thomas C. Taylor Director February 24, 1998
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Thomas C. Taylor
/s/ Marlo L. Webb Director February 24, 1998
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Marlo L. Webb
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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
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 LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Rothgerber, Appel, Powers & Johnson LLP
24.0 Power of Attorney (included in the signature pages to this
Registration Statement)
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* Incorporated by reference from Registrant's Registration Statement on Form
S-4, dated April 18, 1995, Registration No. 33-91310.
** Incorporated by reference from Registrant's Registration Statement on Form
S-8, dated September 27, 1996, Registration No. 33-740728.
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EXHIBIT 5.1
February 24, 1998
First Place Financial Corporation
100 East Broadway
Farmington, New Mexico 87401
Ladies and Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") which is expected to be
filed by First Place Financial Corporation (the "Company") on or about February
25, 1998, with respect to the offer and sale of 180,000 additional shares of the
Company's common stock, no par value ("Company Stock"), issuable under the First
Place Financial Corporation Profit Sharing Plan (with 401(k) provisions), the
First Place Financial Corporation Nonstatutory Stock Option Plan, the First
Place Financial Corporation Second Nonstatutory Stock Option Plan, and the First
Place Financial Corporation Third Stock Option Plan for Officers and Directors
(collectively, the "Plans") as described in the Registration Statement.
We have examined such records and documents and have made such
investigations of law as we have deemed necessary under the circumstances.
Based on that examination and investigation, it is our opinion that the shares
of Company Stock referred to above will be, when sold in accordance with the
Plan and in the manner described in the Registration Statement, validly issued,
fully paid and non-assessable.
Sincerely yours,
ROTHGERBER, APPEL, POWERS & JOHNSON LLP
/s/ Rothgerber, Appel, Powers & Johnson LLP
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EXHIBIT 23.1
CONSENT OF CHANDLER & COMPANY LLP
The Board of Directors
First Place Financial Corporation
We consent to the incorporation by reference in the registration statement on
Form S-8 of First Place Financial Corporation of our report dated February 2,
1996, relating to the consolidated balance sheet of First Place Financial
Corporation and subsidiaries as of December 31, 1995, and the related
consolidated statements of income, stockholders' equity and cash flows for the
two years then ended, which report appears in the December 31, 1996, annual
report on Form 10-K of First Place Financial Corporation.
We further consent to the incorporation by reference in that registration
statement of our report dated June 17, 1997, relating to the statements of net
assets available for benefits of the First Place Financial Corporation Profit
Sharing Plan with 401(k) Provisions as of December 31, 1996, and 1995 and the
related statements of changes in net assets available for benefits for each of
the years in the three-year period ended December 31, 1996, which report appears
in the December 31, 1996, annual report on Form 11-K of the First Place
Financial Corporation Profit Sharing Plan with 401(k) Provisions.
/s/ Chandler & Company LLP
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Farmington, New Mexico
February 23, 1998
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EXHIBIT 23.2
CONSENT OF PEAT MARWICK LLP
The Board of Directors
First Place Financial Corporation
We consent to the use of our report incorporated herein by reference.
KPMG PEAT MARWICK LLP
/s/ KPMG Peat Marwick LLP
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Albuquerque, New Mexico
February 19, 1998
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EXHIBIT 23.3
February 24, 1998
CONSENT OF LEGAL COUNSEL
First Place Financial Corporation
100 East Broadway
Farmington, New Mexico 87401
Ladies and Gentlemen:
We consent to the use in the Form S-8 Registration Statement of First Place
Financial Corporation (the "Company"), to be filed on or about February 25,
1998, relating to the registration of shares under the First Place Financial
Corporation Profit Sharing Plan (with 401(k) provisions), the First Place
Financial Corporation Nonstatutory Stock Option Plan, the First Place Financial
Corporation Second Nonstatutory Stock Option Plan, and the First Place Financial
Corporation Third Stock Option Plan for Directors and Officers, of our name and
opinion in connection with the Registration Statement.
Sincerely yours,
ROTHGERBER, APPEL, POWERS & JOHNSON LLP
/s/ Rothgerber, Appel, Powers & Johnson LLP
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