<PAGE> 1
As filed with the Securities and Exchange Commission on November 1, 1995
Registration No. 33-61273
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
POST-EFFECTIVE AMENDMENT NO. ONE
ON FORM S-8
TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
CHARTER ONE FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 34-1567092
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1215 Superior Avenue, Cleveland, Ohio 44114
(Address of principal executive offices) (Zip Code)
</TABLE>
FIRSTFED MICHIGAN CORPORATION
1983 STOCK OPTION PLAN and 1991 STOCK OPTION PLAN
(Full title of the plans)
-----------------------------
ROBERT J. VANA, ESQUIRE
Chief Corporate Counsel and Corporate Secretary
Charter One Financial, Inc.
1215 Superior Avenue
Cleveland, Ohio 44114
(Name and address of agent for service)
(216) 566-5300
(Telephone number, including area code, of agent for service)
Copy of all communications to:
CHRISTOPHER R. KELLY, P.C.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1100 New York Ave., N.W.
Washington, D.C. 20005
(202) 414-6100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share offering price registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 1,150,859 shares N/A N/A N/A(2)
======================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of certain
events specified in the Plans, may become subject to the Plans.
(2) The Registrant previously paid $200,678 with the original filing on July
25, 1995 to register 23,673,134 shares, including the 1,150,859 shares which
may be issued pursuant to the 1983 Stock Option Plan and 1991 Stock Option
Plan of FirstFed Michigan Corporation.
<PAGE> 2
PURPOSE OF AMENDMENT
The purpose of this post-effective amendment is to register on Form S-8
shares of common stock, par value $.01 per share (the "Common Stock"), of
Charter One Financial, Inc. (the "Company") previously registered on Form S-4
(No. 33-61273) for issuance pursuant to options granted under the 1983 Stock
Option Plan and 1991 Stock Option Plan (the "Plans") of FirstFed Michigan
Corporation ("FirstFed"), pursuant to the terms and conditions of an Agreement
and Plan of Merger dated as of May 30, 1995, by and between the Company and
FirstFed. It is anticipated that the merger will be consummated on October 31,
1995.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the Plans as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by the Company
with the Commission (File No. 0-16311) are hereby incorporated by reference in
this Registration Statement and the prospectus to which this Registration
Statement relates (the "Prospectus"), which Prospectus has been or will be
delivered to the participants in the Plans covered by this Registration
Statement:
1. The Annual Report on Form 10-K of the Company for the fiscal year ended
December 31, 1994.
2. The Quarterly Reports on Form 10-Q of the Company for the quarterly
periods ended March 31 and June 30, 1995.
3. The Current Reports on Form 8-K of the Company dated January 18, 1995
and May 31, 1995 (as amended).
4. All other reports filed by the Company pursuant to Section 13 or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in 1 above.
5. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A with respect thereto dated January
12, 1988 (and any amendment or report filed for the purpose of
updating the description).
6. The description of the rights issued pursuant to the Rights Agreement,
dated as of November 20, 1989, by and between the Company and The
First National Bank of Boston, as rights agent, contained in the
Company's Registration Statement on Form 8-A with respect thereto
dated November 21, 1989 (and any amendment or report filed for the
purpose of updating the description).
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the
date hereof, and 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 incorporated
by reference into this Registration Statement and the Prospectus and to be a
part hereof and thereof from the date of the filing of such documents. Any
statement contained in the documents incorporated, or deemed to be
incorporated, by reference herein or in the Prospectus shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
Prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes 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 and the Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference to the information that is incorporated). Requests should be
directed to Robert J. Vana, Chief Corporate Counsel and Corporate Secretary,
Charter One Financial, Inc., 1215 Superior Avenue, Cleveland, Ohio 44114,
telephone (216) 566-5300.
All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
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Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents of the
Company may be insured or indemnified against liability which they may incur in
their capacities as such:
Section 145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE. (a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even if less
than a quorum, or (2) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
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(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so
that any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under this section with respect to the resulting or
surviving corporation as they would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterest directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).
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Article TWELFTH of the Company's certificate of incorporation further
provides as follows:
TWELFTH: Indemnification.
A. Actions, Suits or Proceedings Other than by or in the Right of the
Corporation. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to or is involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was or has
agreed to become a director or officer of the Corporation, or is or was
serving or has agreed to serve at the request of the Corporation as a
director, officer, partner, member or trustee of another corporation,
including, without limitation, any Subsidiary of the Corporation,
partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, or by reason of any action alleged
to have been taken or omitted in such capacity, against costs, charges,
expenses (including attorneys' fees and related disbursements), judgments,
fines (including, without limitation, ERISA excise taxes and penalties) and
amounts paid in settlement actually and reasonably incurred by such person
or on such person's behalf in connection with such action, suit or
proceeding and any appeal therefrom, if such person acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful; provided, however, that, except as provided in paragraph F hereof
with respect to proceedings seeking to enforce rights of indemnification,
the Corporation shall indemnify such person seeking indemnification with
respect to a proceeding (or part thereof) initiated by such person only if
such proceeding or part thereof was authorized by a majority of the
Continuing Directors. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawful.
B. Actions or Suits by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to or is involved in any threatened, pending
or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was or has
agreed to become a director or officer of the Corporation, or is or was
serving or has agreed to serve at the request of the Corporation as a
director, officer, partner, member or trustee of another corporation,
including, without limitation, any Subsidiary of the Corporation,
partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, or by reason of any action alleged
to have been taken or omitted in such capacity, against costs, charges and
expenses (including attorneys' fees and related disbursements) actually and
reasonably incurred by such person or on such person's behalf in connection
with the defense or settlement of such action or suit and any appeal
therefrom, if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to
be liable to the Corporation unless and only to the extent that the Court
of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
such liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such costs,
charges and expenses which the Court of Chancery or such other court shall
deem proper. Notwithstanding the provisions of this paragraph B, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person
(except with respect to proceedings seeking to enforce rights to
indemnification pursuant to paragraph F), only if such proceeding (or part
thereof) was authorized by a majority of the Continuing Directors.
C. Indemnification for Costs, Charges and Expenses of Successful
Party. Notwithstanding the other provisions of this Article TWELFTH, to
the extent that a director, officer, employee or agent
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<PAGE> 7
of the Corporation has been successful on the merits or otherwise,
including, without limitation, the dismissal of an action without
prejudice, in defense of any action, suit or proceeding referred to in
paragraphs A and B of this Article TWELFTH, or in defense of any claim,
issue or matter therein, such person shall be indemnified against all
costs, charges and expenses (including attorneys' fees) actually and
reasonably incurred by such person or on such person's behalf in connection
therewith.
D. Determination of Right to Indemnification. Any indemnification
under paragraphs A and B of this Article TWELFTH shall be made by the
Corporation as authorized in the specific case upon a determination (i) by
the Board of Directors by a majority vote of a quorum of the directors who
were not parties to such action, suit or proceeding, or (ii) if such a
quorum is not obtainable, or, even if obtainable, if a majority of a quorum
of disinterested directors so directs, by independent legal counsel in a
written opinion that indemnification of the person seeking indemnification
is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in paragraphs A and B of this Article
TWELFTH. Should a determination be made by the Corporation hereunder that
indemnification is not proper in the circumstances, a court may order the
Corporation to make indemnification pursuant to paragraphs A or B of this
Article TWELFTH.
E. Advance of Costs, Charges and Expenses. Costs, charges and
expenses (including attorneys' fees and related disbursement) incurred by a
person referred to in paragraphs A or B of the Article TWELFTH in defending
a civil or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding; provided, however, that, if the Delaware Corporation Law so
requires, the payment of such expenses incurred by an officer or director
of the Corporation in his or her capacity as a director or officer (and not
in any other capacity in which service was or is rendered by such person
while a director or officer, including without limitation, service to an
employee benefit plan) in advance of the final disposition of such action,
suit or proceeding shall be made only upon receipt of an undertaking by or
on behalf of the director or officer to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is not
entitled to be indemnified by the Corporation as authorized in this Article
TWELFTH. A majority of the Continuing Directors may, upon approval of an
indemnified person, authorize the Corporation's counsel to represent such
person, in any action, suit or proceeding, whether or not the Corporation
is a party to such action, suit or proceeding.
F. Procedure for Indemnification; Right of Claimant to Bring Suit.
Any indemnification under paragraphs A, B and C, or advance of costs,
charges and expenses under paragraph E of this Article TWELFTH, shall be
made promptly, and in any event within 60 days (or in the case of any
advance of costs, charges and expenses under paragraph E, within 20 days),
upon the written request of the person referred to in such paragraphs. The
right to indemnification or advances as granted by this Article TWELFTH
shall be enforceable by the persons referred to in paragraphs A, B, C and E
in any court of competent jurisdiction, if the Corporation denies such
request, in whole or in part, or if no disposition thereof is made within
the applicable time period specified in the preceding sentence hereof. The
costs, charges and expenses incurred by a person referred to in paragraph A
or B of this Article TWELFTH in connection with successfully establishing
his or her right to indemnification, in whole or in part, in any such
action shall also be indemnified by the Corporation. It shall be a defense
to any such action (other than an action brought to enforce a claim for the
advance of costs, charges and expenses under paragraph E of this Article
TWELFTH where the required undertaking, if any, has been received by the
Corporation) that the claimant has not met the standard of conduct set
forth in paragraphs A or B of this Article TWELFTH, but the burden of
proving such defense shall be on the Corporation. Neither the failure of
the Corporation (including its Board of Directors, its independent legal
counsel, and its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper
in the circumstances because the claimant has met the applicable standard
of conduct set forth in paragraphs A or B of this Article TWELFTH, nor the
fact that there has been an actual determination by the Corporation
(including its Board of Directors or its independent legal counsel) that
the claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met
the applicable standard of conduct.
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G. Other Rights: Continuation of Right to Indemnification. The
indemnification and advancement of expenses provided by this Article
TWELFTH shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under
any law (common or statutory), bylaw, agreement, vote of stockholder or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding office
or while employed by or acting as agent for the Corporation, and the
indemnification and advancement of expenses provided by this Article
TWELFTH shall continue as to a person who has ceased to serve in a capacity
referred to in paragraph A or B and shall inure to the benefit of the
estate, heirs, executors and administrators of such person. Nothing
contained in this Article TWELFTH shall be deemed to prohibit, and the
Corporation is specifically authorized to enter into, agreements between
the Corporation and directors, officers, employees or agents providing
indemnification rights and procedures different from those set forth
herein. All rights to indemnification and advancement of expenses under
this Article TWELFTH shall be deemed to be a contract between the
Corporation and each person referred to in paragraph A or B of this Article
TWELFTH who serves or served in such capacity at any time while this
Article TWELFTH is in effect. Any repeal or modification of this Article
TWELFTH or any repeal or modification of relevant provisions of the
Delaware Corporation Law or any other applicable laws shall not in any way
diminish any rights to indemnification of any person referred to in
paragraph A or B of this Article TWELFTH or the obligations of the
Corporation arising hereunder with respect to any action, suit or
proceeding arising out of, or relating to, any actions, transactions or
facts occurring prior to the final adoption of such modification or repeal.
H. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by a majority
vote of the disinterested directors, indemnify any employee or agent of the
Corporation or any person who is or was serving or has agreed to serve at
the request of the Corporation as an employee or agent of any corporation,
including, without limitation, any Subsidiary of the Corporation,
partnership, joint venture, trust or other enterprise and pay the expenses
incurred by any such person in defending any proceeding in advance of its
final disposition, to the fullest extent of the provisions of this Article
TWELFTH.
I. Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was or has agreed to become a director,
officer, employee or agent of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as a director, officer,
partner, member, trustee, employee or agent of another corporation,
including, without limitation, any Subsidiary of the Corporation,
partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, against any liability asserted
against such person and incurred by such person or on his or her behalf in
any such capacity, or arising out of such person's status as such, whether
or not the Corporation would have the power to indemnify such person
against such liability under the provisions of this Article TWELFTH.
J. Savings Clause. If this Article TWELFTH or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify each person referred to
paragraph A or B of this Article TWELFTH as to any cost, charge and expense
(including attorneys' fees and related disbursements), judgment, fine
(including, without limitation, ERISA excise taxes and penalties) and
amount paid in settlement with respect to any action, suit or proceeding;
whether civil, criminal, administrative or investigative, including an
action by or in the right of the Corporation, to the full extent permitted
by any applicable portion of this Article TWELFTH that shall not have been
invalidated and to the full extent permitted by applicable law.
K. Subsequent Legislation. If the Delaware Corporation Law is
hereafter amended to further expand the indemnification permitted to
persons referred to in paragraphs A and B of this Article TWELFTH then the
Corporation shall indemnify such persons to the fullest extent permitted by
the Delaware Corporation Law, as so amended.
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<PAGE> 9
The Company has purchased director and officer liability insurance that
insures directors and officers against certain liabilities in connection with
the performance of their duties as directors and officers, and that provides
for payment to the Company of costs incurred by it in indemnifying its
directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed as part of this Registration Statement.
4.1 Restated Certificate of Incorporation and an Amendment Thereto
(previously filed with the Company's Annual Report on Form 10-K for
the year ended December 31, 1993, and incorporated herein by
reference)
4.2 Bylaws (previously filed with the Company's Registration Statement on
Form S-1, dated January 22, 1988, and incorporated herein by
reference)
4.3 Form of Certificate of Common Stock (previously filed with the
Company's Registration Statement on Form S-1, dated January 22, 1988,
and incorporated herein by reference)
4.4 Shareholder Rights Agreement between the Company and First National
Bank of Boston, dated November 20, 1989, and Amendment Thereto, dated
May 26, 1995 (agreement previously filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1994, and
incorporated herein by reference; amendment included as Exhibit
2.10(c) to the Agreement and Plan of Merger, dated as of May 30, 1995,
by and between the Company and FirstFed Michigan Corporation
previously filed with the Company's Current Report on Form 8-K for
the event on May 31, 1995 (as amended), and incorporated herein by
reference)
5 Opinion of Silver, Freedman & Taff, L.L.P. as to the legality of
the securities being registered*
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5)*
24 Power of Attorney (contained on signature page)*
99.1 FirstFed Michigan Corporation 1983 Stock Option Plan (previously
filed with FirstFed Michigan Corporation's Registration Statement
on Form S-8, dated May 2, 1989, and incorporated herein by
reference)
99.2 FirstFed Michigan Corporation 1991 Stock Option Plan (previously
filed with FirstFed Michigan Corporation's Annual Report on Form
10-K for the year ended December 31, 1992, and incorporated herein by
reference)
- ----------------
* Previously filed
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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
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<PAGE> 10
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the 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.
(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) 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 of expenses incurred or paid by a director, officer or
controlling person 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.
II-8
<PAGE> 11
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 the City of Cleveland, State of Ohio, on November 1, 1995.
<TABLE>
<S> <C>
CHARTER ONE FINANCIAL, INC.
Date: November 1, 1995 By:/s/ CHARLES JOHN KOCH
--------------------------- -------------------------------------
Charles John Koch
Chairman of the Board, President and
Chief Executive Officer
(Duly Authorized Representative)
</TABLE>
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>
<S> <C>
By:/s/ CHARLES JOHN KOCH By: *
---------------------------------- -------------------------------------
Charles John Koch Leonard A. Krysinski
Chairman of the Board, President Executive Vice President, Chief
and Chief Executive Officer Financial Officer and Treasurer
(Principal Executive Officer) (Principal Financial and Accounting
Officer)
Date: November 1, 1995 Date:
-------------------------------- -----------------------------------
By: * By: *
---------------------------------- -------------------------------------
Dr. Norman P. Auburn Eugene B. Carroll
Director Director
Date: Date:
-------------------------------- -----------------------------------
</TABLE>
<PAGE> 12
<TABLE>
<S> <C>
By: * By: *
---------------------------------- -------------------------------------
Otto J. Cerny Denise M. Fugo
Director Director
Date: Date:
-------------------------------- -----------------------------------
By: * By: *
---------------------------------- -------------------------------------
Charles F. Ipavec George M. Jones
Director Director
Date: Date:
-------------------------------- -----------------------------------
By: * By:
---------------------------------- -------------------------------------
John D. Koch Robert L. Moore
Director and Executive Vice Presi Director
Date: Date:
-------------------------------- -----------------------------------
By: * By: *
---------------------------------- -------------------------------------
Alonzo H. Poll Victor A. Ptak
Director Director
Date: Date:
-------------------------------- -----------------------------------
By: * * By:/s/ CHARLES JOHN KOCH
---------------------------------- -------------------------------------
Charles A. Shirk Charles John Koch
Director As Attorney-in-Fact
Date: Date: November 1, 1995
-------------------------------- -----------------------------------
</TABLE>
<PAGE> 13
EXHIBIT INDEX
4.1 Restated Certificate of Incorporation and an
Amendment Thereto (previously filed with the
Company's Annual Report on Form 10-K for the year
ended December 31, 1993, and incorporated herein by
reference)
4.2 Bylaws (previously filed with the Company's
Registration Statement on Form S-1, dated January
22, 1988, and incorporated herein by reference)
4.3 Form of Certificate of Common Stock (previously
filed with the Company's Registration Statement on
Form S-1, dated January 22, 1988, and incorporated
herein by reference)
4.4 Shareholder Rights Agreement between the Company and
First National Bank of Boston, dated November 20,
1989, and Amendment Thereto, dated May 26, 1995
(agreement previously filed with the Company's
Annual Report on Form 10-K for the year ended
December 31, 1994, and incorporated herein by
reference; amendment included as Exhibit 2.10(c) to
the Agreement and Plan of Merger, dated as of May 30,
1995, by and between the Company and FirstFed Michigan
Corporation previously filed with the Company's Current
Report on Form 8-K for the event on May 31, 1995 (as
amended), and incorporated herein by reference)
5 Opinion of Silver, Freedman & Taff, L.L.P. as to
the legality of the securities being registered*
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Silver, Freedman & Taff, L.L.P. (included
in Exhibit 5)*
24 Power of Attorney (contained on signature page)*
99.1 FirstFed Michigan Corporation 1983 Stock Option
Plan (previously filed with FirstFed Michigan
Corporation's Registration Statement on Form S-8,
dated May 2, 1989, and incorporated herein by
reference)
99.2 FirstFed Michigan Corporation 1991 Stock Option
Plan (previously filed with FirstFed Michigan
Corporation's Annual Report on Form 10-K for the year
ended December 31, 1992, and incorporated herein by
reference)
- ------------------------
* Previously filed
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
Charter One Financial, Inc.
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 on Form S-8 to Registration Statement No. 33-61273 of Charter One
Financial, Inc. on Form S-4 of our report dated January 25, 1995 (which
expresses an unqualified opinion and includes an explanatory paragraph relating
to the change in method of accounting for debt and equity securities in 1994
and for income taxes in 1993), incorporated by reference in the Annual Report
on Form 10-K of Charter One Financial, Inc. for the year ended December 31,
1994.
/s/Deloitte & Touche LLP
Cleveland, Ohio
October 30, 1995
