<PAGE>
As filed with the Securities and Exchange Commission on October 23, 1995
Registration Statement 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
-----------------------
COMMERCIAL FEDERAL CORPORATION
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(Exact name of registrant as specified in its charter)
Nebraska 47-0658852
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2120 South 72nd Street
Omaha, Nebraska 68124
(402) 554-9200
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(Address of Principal Executive Office)
Railroad Financial Corporation 1994 Stock Option and Incentive Plan
--------------------------------------------------------------------
(Full title of the plans)
-----------------------
Gary R. Bronstein, Esquire
Cynthia R. Cross, Esquire
Housley Goldberg Kantarian & Bronstein, P.C.
1220 19th Street N.W., Suite 700
Washington, D.C. 20036
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(Name and address of agent for service)
(202) 822-9611
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per share Price Fee
======================================================================================================
<S> <C> <C> <C> <C>
Common Stock
$.01 par value 321 Shares (1) (2) $4,523 (2) $1.56
======================================================================================================
</TABLE>
(1) Additional shares of Commercial Federal Corporation (the "Company")
Common Stock issuable upon exercise of options granted under the Railroad
Financial Corporation ("Railroad") 1994 Stock Option and Incentive Plan,
based upon an exchange ratio of one share of Railroad Common Stock equal to
.6389 shares of Company Common Stock (the "Exchange Ratio") as specified in
the Reorganization and Merger Agreement between the Company, Railroad and
their respective Savings Bank subsidiaries, dated April 18, 1995. These
shares are hereby registered pursuant to Instruction E of Form S-8. 62,239
shares of Company Common Stock were registered pursuant to a Form S-8
Registration Statement (Registration No. 33-63221) filed by the registrant
on October 5, 1995. The contents of such Registration Statement are hereby
incorporated herein by reference.
(2) Under Rules 457(f) and 457(h) the registration fee is based upon the
price at which the options may be exercised, as adjusted pursuant to the
Exchange Ratio, for the Railroad 1994 Stock Option and Incentive Plan, 321
shares at $14.09 per share ($4,523 in the aggregate).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Omaha, State of Nebraska, on October 23, 1995.
COMMERCIAL FEDERAL CORPORATION
BY: /s/ William A. Fitzgerald
-------------------------
Chairman and Chief Executive Officer
(Duly Authorized Representative)
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.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ William A. Fitzgerald Chairman of the Board, October 23, 1995
- ------------------------- Chief Executive Officer
William A. Fitzgerald and Director
/s/ James A. Laphen President, Chief Operating October 23, 1995
- ------------------------- Officer and Chief Financial
James A. Laphen Officer (Principal Financial
Officer)
/s/ Gary L. Matter Senior Vice President, October 23, 1995
- ------------------------- Controller and Secretary
Gary L. Matter (Principal Accounting Officer)
/s/ Talton K. Anderson Director October 23, 1995
- -------------------------
Talton K. Anderson
Director
- -------------------------
Robert F. Krohn
Director
- -------------------------
Charles M. Lillis
Director
- -------------------------
Carl G. Mammel
/s/ Sharon G. Marvin Director October 23, 1995
- -------------------------
Sharon G. Marvin
/s/ Robert S. Milligan Director October 23, 1995
- -------------------------
Robert S. Milligan
/s/ James P. O'Donnell Director October 23, 1995
- -------------------------
James P. O'Donnell
/s/ Michael T. O'Neil Director October 23, 1995
- -------------------------
Michael T. O'Neil
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequential
Exhibit Description Page Number
- ------- ----------- -----------
<S> <C> <C>
5.1 Opinion of Housley Goldberg Kantarian &
Bronstein, P.C. as to the validity of the
Common Stock being registered...................
23.1 Consent of Housley Goldberg Kantarian &
Bronstein, P.C. (appears in their opinion
filed as Exhibit 5.1)...........................
23.2 Consent of Independent Auditors.................
</TABLE>
<PAGE>
EXHIBIT 5.1
Board of Directors
Commercial Federal Corporation
2120 South 72nd Street
Omaha, Nebraska 68124
Re: Commercial Federal Corporation Registration Statement on Form S-8
-----------------------------------------------------------------
Railroad Financial Corporation 1994 Stock Option and Incentive Plan
Gentlemen:
We have acted as special counsel to Commercial Federal Corporation, a
Nebraska corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to 321 shares of common stock, par value $.01 per share (the
"Common Stock") of the Company which may be issued upon the exercise of options
granted under the Railroad Financial Corporation 1994 Stock Option and Incentive
Plan, (the "Plan"), and as more fully described in the Registration Statement.
You have requested the opinion of this firm with respect to certain legal
aspects of the proposed offering.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to and in accordance with the
terms of the Plan (including but not limited to receipt of proper payment
therefor) and in accordance with the terms of the Reorganization and Merger
Agreement between the Company and Railroad Financial Corporation and their
respective Savings Bank subsidiaries, dated April 18, 1995, will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to references to our firm included under
the caption "Legal Opinion" in the Registration Statement.
Very truly yours,
Housley Goldberg Kantarian & Bronstein, P.C.
By: /s/ Gary R. Bronstein
--------------------------------------------
Gary R. Bronstein
Washington, D.C.
October 23, 1995
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' REPORT
We consent to the incorporation by reference in this Registration Statement of
Commercial Federal Corporation on Form S-8 of our report dated August 25, 1995
(September 22, 1995 as to Note 27), incorporated by reference in the Annual
Report on Form 10-K of Commercial Federal Corporation for the year ended June
30, 1995.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
October 19, 1995
