<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on December 18, 1997
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
__________________________
CHARTER ONE FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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)
CHARTER ONE FINANCIAL, INC.
1997 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
ROBERT J. VANA, ESQUIRE
CHIEF CORPORATE COUNSEL
CHARTER ONE FINANCIAL, INC.
1215 SUPERIOR AVENUE
CLEVELAND, OHIO 44114
(Name and address of agent for service)
(216) 589-8320
(Telephone number, including area code, of agent for service)
Copy of all communications to:
JAMES S. FLEISCHER, P.C.
MICHAEL S. SADOW, ESQUIRE
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 Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered(1) per share offering price(2) fee(2)
===============================================================================
<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 per share 6,321,058 shares $(2) $394,467,527 $119,536
===============================================================================
</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 Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. Of the 6,321,058 shares being registered
hereby, (i) 12,597 shares are subject to options with an exercise price of
$55.48 per share ($698,882 the aggregate), 14,883 shares are subject to
options with an exercise price of $59.75 per share ($889,259 in the
aggregate) and 4,961 shares are subject to options with an exercise price
of $47.14 per share ($233,862 in the aggregate), and (ii) the remaining
6,288,617 shares which have not been awarded to date are being registered
based upon the average of the high and low sales price of the Common Stock
on the Nasdaq Stock Market of $62.4375 per share on December 16, 1997
($392,645,524 in the aggregate).
<PAGE>
<PAGE>
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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
_______________________________________________
The following documents previously or concurrently filed by Charter One 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 Plan covered by this Registration Statement:
1. The Annual Report on Form 10-K of Charter One for the fiscal year ended
December 31, 1996, as amended on Forms 10-K/A on August 8, 1997 and
August 12, 1997 (the "Charter One 1997 10-K").
2. The Quarterly Reports on Form 10-Q of Charter One for the quarterly
periods ended March 31, 1997, June 30, 1997, as amended on Form 10-Q\A,
and September 30, 1997.
3. The description of the Charter One Common Stock contained in Charter
One's Registration Statement on Form 8-A dated January 12, 1988 (and any
amendment or report filed for the purpose of updating the description).
All documents subsequently filed by Charter One 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.
Charter One 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 Secretary, Charter One
Financial, Inc., 1215 Superior Avenue, Cleveland, Ohio 44114, telephone number
(216) 589-8320.
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.
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 Charter One 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 though
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.
(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 expense 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 disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).
Article TWELFTH of Charter One'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 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.
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.
Charter One 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 Charter One of costs incurred by it in indemnifying its
directors and officers.
Item 7. Exemption from Registration Claimed.
___________________________________
Not applicable.
Item 8. Exhibits.
_________
See the Index to Exhibits to this Registration Statement.
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;
(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;
(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;
provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act of 1934 that are incorporated by reference 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.
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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 the
requirements for filing on Form S-8 and the Registrant 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 December 18, 1997.
CHARTER ONE FINANCIAL, INC.
By: /s/ CHARLES JOHN KOCH
__________________________________________
Charles John Koch, Chairman of the Board,
President and Chief Executive Officer
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.
We, the undersigned directors and officers of the Registrant, hereby
severally appoint Charles John Koch, Richard W. Neu and Robert J. Vana, or any
of them, our true and lawful attorneys and agents, to do any and all things in
our names in the capacities indicated below which said Charles John Koch,
Richard W. Neu or Robert J. Vana may deem necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with the Registration Statement on Form S-8 relating to the
offering of the Registrant's common stock, including specifically, but not
limited to, power and authority to sign for us in our names in the capacities
indicated below in this Registration Statement, any and all amendments
(including post-effective amendments) thereto; and we hereby approve, ratify
and confirm all that said Charles John Koch, Richard W. Neu or Robert J. Vana
shall lawfully do or cause to be done by virtue thereof.
Signature
_________
/s/CHARLES JOHN KOCH Date: December 18, 1997
___________________________________________
Charles John Koch, Chairman of the Board
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
/s/RICHARD W. NEU Date: December 18, 1997
___________________________________________
Richard W. Neu
Director and Chief Financial Officer
(Principal Financial Officer)
/s/EUGENE B. CARROLL, SR. Date: December 18, 1997
___________________________________________
Eugene B. Carroll, Sr., Director
/s/PHILLIP W. FISHER Date: December 18, 1997
___________________________________________
Phillip W. Fisher, Director
/s/DENISE M. FUGO Date: December 18, 1997
___________________________________________
Denise M. Fugo, Director
/s/MARK D. GROSSI Date: December 18, 1997
___________________________________________
Mark D. Grossi, Director
/s/CHARLES M. HEIDEL Date: December 18, 1997
___________________________________________
Charles M. Heidel, Director
/s/CHARLES F. IPAVEC Date: December 18, 1997
___________________________________________
Charles F. Ipavec, Director
/s/JOHN D. KOCH Date: December 18, 1997
___________________________________________
John D. Koch, Director
/s/PHILIP J. MEATHE Date: December 18, 1997
___________________________________________
Philip J. Meathe, Director
/s/MICHAEL P. MORLEY Date: December 18, 1997
___________________________________________
Michael P. Morley, Director
/s/HENRY R. NOLTE, JR. Date: December 18, 1997
___________________________________________
Henry R. Nolte, Jr., Director
/s/RONALD F. POE Date: December 18, 1997
___________________________________________
Ronald F. Poe, Director
/s/VICTOR A. PTAK Date: December 18, 1997
___________________________________________
Victor A. Ptak, Director
/s/JEROME L. SCHOSTAK Date: December 18, 1997
___________________________________________
Jerome L. Schostak, Director
/s/MARK SHAEVSKY Date: December 18, 1997
___________________________________________
Mark Shaevsky, Director
/s/LEONARD S. SIMON Date: December 18, 1997
___________________________________________
Leonard S. Simon, Director
/s/JOHN P. TIERNEY Date: December 18, 1997
___________________________________________
John P. Tierney, Director.
/s/ERESTEEN R. WILLIAMS Date: December 18, 1997
___________________________________________
Eresteen R. Williams, Director
<PAGE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
_______ __________________________________
<S> <C>
4.1 Form of Certificate of Common Stock, filed on January 22,
1988 as Exhibit 4.2 to Registrant's Registration Statement on
Form S-1 (File No. 33-16207), is incorporated herein by
reference.
4.2 Shareholder Rights Agreement dated November 21, 1989, between
Charter One and First National Bank of Boston, as amended on
May 26, 1995, filed as Exhibit 4.2 to Registrant's Report on
Form 10-K for the fiscal year ended December 31, 1994 and
December 31, 1995, respectively, is incorporated herein by
reference.
5 Opinion of Silver, Freedman & Taff, L.L.P. as to 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)
</TABLE>
EXHIBIT 5
<PAGE>
<PAGE>
December 18, 1997
Board of Directors
Charter One Financial, Inc.
1215 Superior Avenue
Cleveland, Ohio 44114
Members of the Board:
We have acted as counsel to Charter One Financial, Inc.(the "Corporation")
in connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-8 under the Securities Act of
1933 (the "Registration Statement") relating to 6,323,535 shares of the
Corporation's Common Stock, par value $.01 per share (the "Common Stock"), to
be offered pursuant to the 1997 Stock Option and Incentive Plan of the
Corporation (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan and agreements thereto,
the Corporation's Second Restated Certificate of Incorporation, as amended,
Bylaws, as amended, resolutions of its Board of Directors and such other
documents and corporate records as we deem appropriate for the purpose of
rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly authorized.
2. The shares of Common Stock to be offered by the Corporation will be, when
and if issued, sold and paid for as contemplated by the Plan, legally
issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
We hereby consent to the inclusion of this opinion as Exhibit 5 in this
Registration Statement on Form S-8 of Charter One Financial, Inc. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ SILVER, FREEDMAN & TAFF LLP
SILVER, FREEDMAN & TAFF, L.L.P.
<PAGE>
EXHIBIT 23.1
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
Charter One Financial, Inc.
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Charter One Financial, Inc. of our report dated
January 22, 1997 (August 6, 1997 as to Notes 22 and 23) which expresses an
unqualified opinion, refers to the report of other auditors on the consolidated
financial statements of a company that was merged with Charter One Financial,
Inc., includes an explanatory paragraph relating to an adjustment which was
applied to restate the 1994 consolidated financial statements to conform the
adoption date of a change in accounting principle as a result of a merger
accounted for as a pooling-of-interests and includes an explanatory paragraph
relating to the restatement of the 1996 consolidated financial statements to
reclassify certain mortgage-backed securities from held to maturity to
available for sale, appearing in the Annual Report on Form 10-K of Charter One
Financial, Inc. for the year ended December 31, 1996 as amended by Form 10-K/A
filed on August 8, 1997.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Cleveland, Ohio
December 17, 1997
