PAGE
<PAGE>
As filed with the Securities and Exchange Commission
on October 8, 1997
========================================================
Registration No. 333-33259
==========================
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)
1986 STOCK OPTION PLAN
AND
1992 STOCK-BASED COMPENSATION PLAN
OF
RCSB FINANCIAL, INC.
(COLLECTIVELY, THE "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 registration
price fee
- ------------------------------------------------------------------------------
Common Stock, par value
<S> <C> <C> <C> <C>
$.01 per share 394,692 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 $234,237 with the original
filing on August 8, 1997 to register 13,874,379 shares, including the
394,692 shares which may be issued pursuant to the Stock Plans.
<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. 333-33259) for issuance pursuant to
options granted under the Rochester Community Savings Bank ("Rochester")
1986 Stock Option Plan and the Rochester 1992 Stock-Based Compensation Plan
(collectively, the "Plans") of RCSB Financial, Inc., successor to Rochester
("RCSB"), pursuant to the terms and conditions of an Agreement and Plan of
Merger and Reorganization dated as of May 21, 1997, by and between Charter
One, Charter-Michigan Bancorp, Inc., Charter One Bank, F.S.B., RCSB and
Rochester. The merger was consummated on October 3, 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 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.
PAGE
<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 October
8, 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: October 8, 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: October 8, 1997
- ---------------------------------------- -----------------------
Richard W. Neu
Director and Chief Financial Officer
(Principal Financial Officer)
/s/EUGENE B. CARROLL, SR. Date: October 8, 1997
- --------------------------------------- ----------------------
Eugene B. Carroll, Sr., Director
/S/PHILLIP W. FISHER Date: October 8, 1997
- --------------------------------------- --------------------
Phillip W. Fisher, Director
/s/DENISE M. FUGO Date: October 8, 1997
- --------------------------------------- ---------------------
Denise M. Fugo, Director
/s/MARK D. GROSSI Date: October 8, 1997
- --------------------------------------- ---------------------
Mark D. Grossi, Director
/s/CHARLES M. HEIDEL Date: October 8, 1997
- --------------------------------------- ---------------------
Charles M. Heidel, Director
/s/CHARLES F. IPAVEC Date: October 8, 1997
- --------------------------------------- ---------------------
Charles F. Ipavec, Director
/s/JOHN D. KOCH Date: October 8, 1997
- --------------------------------------- ---------------------
John D. Koch, Director
/s/PHILIP J. MEATHE Date: October 8, 1997
- --------------------------------------- ---------------------
Philip J. Meathe, Director.
/s/HENRY R. NOLTE, JR. Date: October 8, 1997
- --------------------------------------- ---------------------
Henry R. Nolte, Jr., Director
/s/VICTOR A. PTAK Date: October 8, 1997
- --------------------------------------- ---------------------
Victor A. Ptak, Director
/s/JEROME L. SCHOSTAK Date: October 8, 1997
- --------------------------------------- ---------------------
Jerome L. Schostak, Director
/s/MARK SHAEVSKY Date: October 8, 1997
- --------------------------------------- ---------------------
Mark Shaevsky, Director
/s/ERESTEEN R. WILLIAMS Date: October 8, 1997
- --------------------------------------- ---------------------
Eresteen R. Williams, Director
PAGE
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
- ------------ --------------------------------------------------------
4.1 Registrant's Second Restated Certificate of Incorporation, as
amended, 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 Amendment to its Second Restated Certificate of
Incorporation.
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 1986 Stock Option Plan of Rochester (predecessor to RCSB),
filed as an exhibit to RCSB's Current Report on Form 8-K
dated September 1, 1995 (File No. 0-17709), is incorporated
herein by reference.
99.2 1992 Stock-Based Compensation Plan of Rochester (predecessor
to RCSB), filed as an exhibit to RCSB's Current Report on
Form 8-K dated September 1, 1995 (File No. 0-17709), is
incorporated herein by reference.
99.3 Amendment to the 1992 Stock-Based Compensation Plan of
Rochester (predecessor to RCSB), dated November 22, 1995,
filed as an exhibit to RCSB's Quarterly Report on Form 10-Q
for the quarterly period ended May 31, 1996 (File No. 0-17709),
is incorporated herein by reference.
- ---------------------------
* Previously filed.
<PAGE>
<PAGE>
EXHIBIT 4.2
CERTIFICATE OF AMENDMENT
OF
SECOND RESTATED CERTIFICATE OF INCORPORATION
Charter One Financial, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, at a meeting
-----
duly held, adopted resolutions proposing and declaring advisable the following
amendment to the Second Restated Certificate of Incorporation of said
corporation:
SEVENTH: A. Board of Directors. The business and affairs of the
Corporation shall be under the direction of a board of directors (the "Board
of Directors"), except as provided in this Second Restated Certificate of
Incorporation or in the Bylaws. The number of directors shall be determined
pursuant to the Corporation's Bylaws, as may be amended from time to time.
SECOND: That the stockholders approved said amendment at the Special
------
Meeting of Stockholders of Charter One Financial, Inc., held on October 3,
1997, by the requisite votes of the outstanding shares of common stock,
pursuant to notice given in accordance with the provisions of Section 222 of
the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
-----
the applicable provisions of Sections 222 and 242 of the General Corporation
Law of the State of Delaware.
PAGE
<PAGE>
IN WITNESS WHEREOF, Charter One Financial, Inc. has caused this
certificate to be signed by Charles J. Koch, its Chairman of the Board,
President and Chief Executive Officer, and attested by Robert J. Vana, its
Chief Corporate Counsel and Corporate Secretary, this 30th day of September,
1997.
CHARTER ONE FINANCIAL, INC.
By: /S/ CHARLES J. KOCH
----------------------------------
Charles J. Koch, Chairman of the
Board, President and Chief
Executive Officer
ATTEST:
By: /s/Robert J. Vana
----------------------------
Robert J. Vana
Chief Corporate Counsel and
Corporate Secretary
<PAGE>
<PAGE>
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. 333-33259 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 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.
DELOITTE & TOUCHE LLP
Cleveland, Ohio
October 8, 1997
