PAGE
<PAGE>
As filed with the Securities and Exchange Commission on September 29, 1997
Registration No. 333-33169
===========================================================================
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)
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)
HOME FEDERAL SAVINGS BANK STOCK COMPENSATION PROGRAM
AND
HAVERFIELD 1995 STOCK OPTION PLAN
(COLLECTIVELY, THE "STOCK PLANS")
(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
<PAGE>
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
- --------------------------------------------------------------------------------
Common Stock, par value
<S> <C> <C> <C> <C>
$.01 per share 71,257 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 $16,219 with the original filing on
August 8, 1997 to register 1,360,609 shares, including the 71,257 shares which
may be issued pursuant to the Stock Plans.
PAGE
<PAGE>
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. ("Charter One") previously registered on Form S-4
(No. 333-33169) for issuance pursuant to options granted under the Home
Federal Savings Bank Stock Compensation Program and the Haverfield 1995 Stock
Option Plan (collectively, the "Plans") of Haverfield Corporation
("Haverfield"), pursuant to the terms and conditions of an Agreement and Plan
of Merger and Reorganization dated as of April 22, 1997, by and between
Charter One, Charter-Michigan Bancorp, Inc., Charter One Bank, F.S.B.,
Haverfield and Home Bank, F.S.B. The merger was consummated on September 19,
1997.
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 Report on Form 10-Q of Charter One for the quarterly
period ended March 31, 1997, as amended on Form 10-Q\A.
3. The Quarterly Report on Form 10-Q of Charter One for the quarterly
period ended June 30, 1997.
4. 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 incorporate 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.
<PAGE>
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
September 26, 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: September 29, 1997
- ------------------------- ------------------------
Charles John Koch
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
/s/RICHARD W. NEU Date: September 29, 1997
- -------------------------- ------------------------
Richard W. Neu
Director and Chief Financial Officer
(Principal Financial Officer)
/s/EUGENE B. CARROLL, SR. Date: September 29, 1997
- --------------------------- -------------------------
Eugene B. Carroll, Sr.
Director
/S/PHILLIP W. FISHER Date: September 29, 1997
- -------------------------- -------------------------
Phillip W. Fisher, Director
/s/DENISE M. FUGO Date: September 29, 1997
- -------------------------- -------------------------
Denise M. Fugo, Director
/s/MARK D. GROSSI Date: September 29, 1997
- -------------------------- --------------------------
Mark D. Grossi, Director
/s/CHARLES M. HEIDEL Date: September 29, 1997
- -------------------------- -------------------------
Charles M. Heidel, Director
/s/CHARLES F. IPAVEC Date: September 29, 1997
- -------------------------- -------------------------
Charles F. Ipavec, Director
/s/JOHN D. KOCH Date: September 29, 1997
- -------------------------- -------------------------
John D. Koch, Director
/s/PHILIP J. MEATHE Date: September 29, 1997
- -------------------------- -------------------------
Philip J. Meathe, Director.
/s/HENRY R. NOLTE, Date: September 29, 1997
- -------------------------- -------------------------
Henry R. Nolte, Jr., Director
/s/VICTOR A. PTAK Date: September 29, 1997
- -------------------------- -------------------------
Victor A. Ptak, Director
/s/JEROME L. SCHOSTAK Date: September 29, 1997
- -------------------------- -------------------------
Jerome L. Schostak, Director
/s/MARK SHAEVSKY Date: September 29, 1997
- -------------------------- -------------------------
Mark Shaevsky, Director
/s/ERESTEEN R. WILLIAMS Date: September 29, 1997
- -------------------------- -------------------------
Eresteen R. Williams, Director<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
- -------- ---------------------------------------------------------------
4.1 Registrant's Second Restated Certificate of Incorporation, as
amended and currently in effect, filed as an exhibit to
Registrant's Report on Form 8-K dated October 31, 1995 (File
No. 0-16311), is incorporated herein by reference.
4.2 Registrant's Bylaws, as amended and currently in effect, filed
as an exhibit to Registrant's Registration Statement on Form S-4
(File No. 333-33169), is incorporated herein by reference.
4.3 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.
4.4 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)
99.1 Home Federal Savings Bank Stock Compensation Program, filed as
an exhibit to Haverfield's Registration Statement on
Form S-4 (File No. 33-27266), is incorporated herein
by reference.
99.2 Haverfield 1995 Stock Option Plan, filed as an exhibit to
Haverfield's Report on Form 10-K for the fiscal year
ended December 31, 1994 (File No. 0-17947), is incorporated
herein by reference.
- --------------------------------
* Previously filed.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
Charter One Financial, Inc.
We consent to the incorporation by reference in this Post-Effective
Amendment No. One on Form S-8 to Registration Statement No. 333-33169 of
Charter One Financial, Inc. on Form S-4 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 account 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.
DELOITTE & TOUCHE LLP
Cleveland, Ohio
September 25, 1997
