As filed with the Securities and Exchange Commission on November 16, 1998
Registration No. 333-_____
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)
RCSB FINANCIAL, INC. NON-EMPLOYEE
DIRECTOR STOCK PLAN
AND
RCSB FINANCIAL, INC. NON-EMPLOYEE DIRECTOR
DEFERRED COMPENSATION PLAN
(Full title of the plan)
Michael S. Sadow, P.C.
Matt A. Mullins, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1100 New York Ave., N.W.
Washington, D.C. 20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
- -------------- --------------------- -------------------- ------------------ ------------------ ----------------------
Common Stock, $.01 par value 250,000 shares $27.91(1) $6,977,500(1) $1,940(1)
============== --------------------- ==================== ================== ================== ======================
<FN>
(1) Estimated in accordance with Rule 457(h), calculated on the basis of
$27.91 per share, which was the average of the closing bid and asked
prices of the Company common stock on the Nasdaq Stock Market on
November 12, 1998.
</FN>
</TABLE>
<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 RCSB Financial, Inc.
Non-Employee Director Deferred Compensation Plan (the "Plan") 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
Financial, Inc. ("Charter One") with the Commission are hereby incorporated by
reference in this Registration Statement and the prospectus to which this
Registration Statement relates (the "Prospectus"):
1. The Annual Report on Form 10-K of Charter One for the fiscal
year ended December 31, 1997 (File No. 0-16311) filed pursuant
to Rule 13a-1 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
2. The Quarterly reports on Form 10-Q of Charter One for the
quarterly periods ended March 31, 1998; June 30, 1998; and
September 30, 1998; and Current Reports on form 8-K filed on
June 17, 1998; July 22, 1998; August 18, 1998; and October 22,
1998.
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 amendments or reports 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.
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.
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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:
ss.145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE. (a) A corporation shall have power to 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 the person 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 the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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 the
person's 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 the person 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 the
person's conduct was unlawful.
(b) A corporation shall have power to 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 the person 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
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person 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 present or former director or officer 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, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
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(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 present or
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (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) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
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 such person is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation 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 such
person's 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 such
person and incurred by such person 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 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 such person 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
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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 such person 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.
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<PAGE>
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.
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<PAGE>
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
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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.
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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.
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(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 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 November 16, 1998.
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: November 16, 1998
- -----------------------------------------
Charles John Koch, Chairman of the Board
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
/s/RICHARD W. NEU Date: November 16, 1998
- -----------------------------------------
Richard W. Neu
Director and Chief Financial Officer
(Principal Financial Officer)
/s/EUGENE B. CARROLL, SR. Date: November 16, 1998
- -----------------------------------------
Eugene B. Carroll, Sr., Director
II-10
<PAGE>
/s/PHILLIP W. FISHER Date: November 16, 1998
- --------------------------------------------
Phillip W. Fisher, Director
/s/DENISE M. FUGO Date: November 5, 1998
- --------------------------------------------
Denise M. Fugo, Director
/s/MARK D. GROSSI Date: November 16, 1998
- --------------------------------------------
Mark D. Grossi, Director
Date:
- --------------------------------------------
Charles M. Heidel, Director
/s/CHARLES F. IPAVEC Date: November 16, 1998
- --------------------------------------------
Charles F. Ipavec, Director
/s/JOHN D. KOCH Date: November 16, 1998
- --------------------------------------------
John D. Koch, Director
/s/PHILIP J. MEATHE Date: November 16, 1998
- --------------------------------------------
Philip J. Meathe, Director
/s/ MICHAEL P. MORLEY Date: November 9, 1998
- --------------------------------------------
Michael P. Morley, Director
/s/HENRY R. NOLTE, JR. Date: November 16, 1998
- --------------------------------------------
Henry R. Nolte, Jr., Director
/s/RONALD F. POE Date: November 16, 1998
- --------------------------------------------
Ronald F. Poe, Director
/s/VICTOR A. PTAK Date: November 16, 1998
- --------------------------------------------
Victor A. Ptak, Director
/s/ MELVIN J. RACHAL Date: November 16, 1998
- --------------------------------------------
Melvin J. Rachal, Director
/s/JEROME L. SCHOSTAK Date: November 16, 1998
- --------------------------------------------
Jerome L. Schostak, Director
/s/MARK SHAEVSKY Date: November 4, 1998
- --------------------------------------------
Mark Shaevsky, Director
/s/LEONARD S. SIMON Date: November 16, 1998
- --------------------------------------------
Leonard S. Simon, Director.
/s/JOHN P. TIERNEY Date: November 5, 1998
- --------------------------------------------
John P. Tierney, Director.
/s/ERESTEEN R. WILLIAMS Date: November 16, 1998
- --------------------------------------------
Eresteen R. Williams, Director
II-11
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
- --------------------------------------------------------------------------------
4.1 Certificate of Amendment of Second Restated Certificate of
Incorporation of Charter One Financial, Inc., filed on July 28, 1998
as Exhibit 3.1 to Registrant's Registration Statement on Form S-4
(File No. 333-60045), is incorporated herein by reference.
4.2 Second Restated Certificate of Incorporation of Charter One
Financial, Inc., filed on November 15, 1995 as Exhibit 4.1 to
Registrant's Current Report on Form 8-K (File No.
000-16311), is incorporated herein be reference.
4.3 Bylaws of Charter One Financial, Inc., as amended and currently in
effect, filed on August 8, 1997 as exhibit 3.2 to Registrant's
Registration Statement on form S-4 (File No. 333-33169), is
incorporated herein by reference.
4.4 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.
4.5 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.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG Peat Marwick, L.L.P.
23.3 Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5)
24 Power of Attorney (contained on signature page)
II-12
EXHIBIT 5
<PAGE>
November 16, 1998
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 250,000 shares
of the Corporation's Common Stock, par value $.01 per share (the "Common
Stock"), to be offered pursuant to the RCSB Financial, Inc. Non-Employee
Director Stock Plan and the RCSB Financial, Inc. Non-Employee Director Deferred
Compensation Plan (the "Plans").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plans 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 Plans,
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, L.L.P.
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 of
Charter One Financial, Inc. on Form S-8 of our report dated January 27, 1998
(which expresses an unqualified opinion and refers to the report of other
auditors on the consolidated financial statements of RCSB Financial, Inc. which
was merged with Charter One Financial, Inc.), appearing in the Annual Report on
Form 10-K of Charter One Financial, Inc. for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
Cleveland, Ohio
November 13, 1998
<PAGE>
EXHIBIT 23.2
<PAGE>
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors
Charter One Financial, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Charter One Financial, Inc. of our report dated December 13, 1996,
relating to the consolidated statements of condition of RCSB Financial, Inc. and
subsidiaries as of November 30, 1996 and 1995 and the related consolidated
statements of income, changes in shareholders' equity and cash flows for each of
the years in the three-year period ended November 30, 1996, which report is
incorporated by reference in the November 30, 1996 annual report on Form 10-K of
RCSB Financial, Inc. Our report refers to changes in accounting for mortgage
servicing rights in 1995.
/s/ KPMG Peat Marwick, LLP
November 13, 1998
