As filed with the Securities and Exchange Commission on October 4, 1999
Registration No. 333-85207
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. ONE
ON FORM S-8
TO FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CHARTER ONE FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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)
ST. PAUL BANCORP, INC. STOCK OPTION PLAN
ST. PAUL BANCORP, INC. 1995 INCENTIVE PLAN
ST. PAUL BANCORP, INC. EMPLOYEE INCENTIVE PLAN
BEVERLY BANCORPORATION 1994 INCENTIVE STOCK OPTION PLAN
BEVERLY BANCORPORATION 1997 INCENTIVE STOCK OPTION PLAN
(Full title of the Plans)
-----------------------
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:
MICHAEL S. SADOW, P.C.
DANIEL C. HOLDGREIWE
SILVER, FREEDMAN & TAFF, L.L.P.
(A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS)
1100 NEW YORK AVE., N.W.
WASHINGTON, D.C. 20005
(202) 414-6100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
- ------------------------ ------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 4,098,000 shares N/A N/A N/A(2)
</TABLE>
(1) Includes shares issuable under the St. Paul Bancorp, Inc. Stock Option
Plan, the St. Paul Bancorp, Inc. 1995 Incentive Plan, the St. Paul Bancorp,
Inc. Employee Incentive Plan, the Beverly Bancorporation 1994 Incentive
Stock Option Plan and the Beverly Bancorporation 1997 Incentive Stock
Option Plan.
(2) The Registrant previously paid $236,310.20 with the original filing on
August 16, 1999 to register 43,973,909 shares, including the 4,098,000
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" or the "Corporation") previously
registered on Form S-4 (No. 333-85207) for issuance pursuant to options granted
under the St. Paul Bancorp, Inc. Stock Option Plan, St. Paul Bancorp, Inc. 1995
Incentive Plan, St Paul Bancorp, Inc. Employee Incentive Plan, Beverly
Bancorporation 1994 Incentive Stock Option Plan and Beverly Bancorporation 1997
Incentive Stock Option Plan (collectively, the "Plans") of St. Paul Bancorp,
Inc. ("St. Paul"), pursuant to the terms and conditions of an Agreement and Plan
of Merger dated as of May 17, 1999, by and between Charter One, Charter-Michigan
Bancorp, Inc. and St. Paul. The merger was consummated on October 1, 1999.
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.
I-1
<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 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, 1998 (File No. 0-16311) filed pursuant to Rule
13a-1 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (provided that any information included or
incorporated by reference in response to Items 402(a)(8), (i), (k) or
(l) of Regulation S-K shall not be deemed to be incorporated and is
not part of this Registration Statement).
2. The quarterly reports on Form 10-Q of Charter One for the quarterly
periods ended March 31, 1999 and June 30, 1999; and Current Reports on
form 8-K filed on April 20, 1999; May 3, 1999; May 18, 1999; June 6,
1999 and September 22, 1999.
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.
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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,
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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, there unto
duly authorized in the City of Cleveland, State of Ohio, on October 4, 1999.
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.
SIGNATURE
/S/ CHARLES JOHN KOCH Date: October 4, 1999
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 4, 1999
Richard W. Neu
Director and Chief Financial Officer
(PRINCIPAL FINANCIAL OFFICER)
/S/ *EUGENE B. CARROLL, SR. Date: October 4, 1999
Eugene B. Carroll, Sr., Director
/S/ *HERBERT G. CHORBAJIAN Date: October 4, 1999
Herbert G. Chorbajian, Director
/S/ *PHILLIP W. FISHER Date: October 4, 1999
Phillip W. Fisher, Director
/S/ *DENISE M. FUGO Date: October 4, 1999
Denise M. Fugo, Director
/S/ *MARK D. GROSSI Date: October 4, 1999
Mark D. Grossi, Director
/S/ *CHARLES M. HEIDEL Date: October 4, 1999
Charles M. Heidel, Director
<PAGE>
/S/ *KAREN R. HITCHCOCK Date: October 4, 1999
Karen R. Hitchcock, Director
/S/ *JOHN D. KOCH Date: October 4, 1999
John D. Koch, Director
/S/ *MICHAEL P. MORLEY Date: October 4, 1999
Michael P. Morley, Director
/S/ *HENRY R. NOLTE, JR. Date: October 4, 1999
Henry R. Nolte, Jr., Director
/S/ *RONALD F. POE Date: October 4, 1999
Ronald F. Poe, Director
/S/ *VICTOR A. PTAK Date: October 4, 1999
Victor A. Ptak, Director
/S/ *MELVIN J. RACHAL Date: October 4, 1999
Melvin J. Rachal, Director
/S/ *JEROME L. SCHOSTAK Date: October 4, 1999
Jerome L. Schostak, Director
/S/ *MARK SHAEVSKY Date: October 4, 1999
Mark Shaevsky, Director
/S/ *LEONARD S. SIMON Date: October 4, 1999
Leonard S. Simon, Director
Date:
John P. Tierney, Director
/S/ *ERESTEEN R. WILLIAMS Date: October 4, 1999
Eresteen R. Williams, Director
*By:/S/ RICHARD W. NEU Date: October 4, 1999
(Richard W. Neu, Attorney-in-Fact)
<PAGE>
INDEX TO EXHIBITS
Exhibit
NUMBER DESCRIPTION OF EXHIBITS
4.1 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.
4.2 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.
4.3 Certificate of Amendment of Second Restated Certificate of Incorporation of
Charter One Financial, Inc. filed on December 24, 1998 as Exhibit 4.3 to
Registrant's Post Effective Amendment Number One on Form S-8 to Form S-4
(File No. 333-65137), is incorporated herein by reference.
4.4 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.
4.5 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.
4.6 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 (as accountants for the Registrant)
23.2 Consent of KPMG Peat Marwick L.L.P. (as accountants for ALBANK Financial
Corporation)
23.3 Consent of KPMG Peat Marwick L.L.P. (as accountants for RCSB Financial,
Inc.)
23.4 Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5)
24 Power of Attorney *
* Previously filed.
<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 26, 1999
(which expresses an unqualified opinion and refers to the report of other
auditors on the consolidated financial statements of RCSB Financial, Inc. and
ALBANK Financial Corporation, which were merged with Charter One Financial,
Inc.), incorporated by reference in the Annual Report on Form 10-K of Charter
One Financial, Inc. for the year ended December 31, 1998.
/S/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Cleveland, Ohio
October 4, 1999
<PAGE>
EXHIBIT 23.2
ACCOUNTANT'S CONSENT
The Board of Directors
Charter One Financial, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of Charter One Financial, Inc. of our report dated January 30, 1998,
relating to the consolidated statement of financial condition of ALBANK
Financial Corporation and subsidiaries as of December 31, 1997 and the related
consolidated statements of earnings, changes in stockholders' equity, and cash
flows for each of the years in the two-year period ended December 31, 1997,
which report has been incorporated by reference in the December 31, 1998 annual
report on Form 10-K of Charter One Financial, Inc.
/S/ KPMG LLP
KPMG LLP
Albany, New York
October 4, 1999
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Charter One Financial, Inc.:
We consent to the 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 statement of income, changes in shareholders'
equity and cash flows of RCSB Financial, Inc. and subsidiaries for the year
ended November 30, 1996, which report has been incorporated by reference in the
December 31, 1998 annual report on Form 10-K of Charter One Financial, Inc.
/S/ KPMG LLP
KPMG LLP
October 4, 1999
Rochester, New York
