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The Registrant requests that this Registration Statement
become effective immediately upon filing in accordance with Rule 462
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 1995
Registration No. 33-25925
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE CIVISTA CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
OHIO 34-1574988
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
100 CENTRAL PLAZA SOUTH, P.O. BOX 24110, CANTON, OHIO 44701-4110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE CIVISTA CORPORATION
STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
JACK R. GRAVO, PRESIDENT
THE CIVISTA CORPORATION, 100 CENTRAL PLAZA SOUTH, P.O. BOX 24110,
CANTON, OHIO 44701
(216) 456-7757
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
Kevin C. O'Neil, Esq., Brouse & McDowell
500 First National Tower, Akron, Ohio 44308 (216) 535-5711
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PART I
ITEM 1. PLAN INFORMATION
This Post-Effective Amendment No. 1 is being filed to deregister all
securities remaining unsold under the Plan. Effective January 31, 1995, The
CIVISTA Corporation, the sponsor of the Plan, was merged with and into
FirstMerit Corporation (f/k/a/, First Bancorporation of Ohio), an Ohio
corporation.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not Applicable
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Not Applicable
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Not Applicable
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
Not Applicable
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ITEM 9. UNDERTAKINGS
UNDERTAKING TO FILE POST-EFFECTIVE AMENDMENTS
(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 paragraphs (a)(1)(i) and (ii) do not apply if the
registration statement is on Form S-3, S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities 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.
UNDERTAKING AS TO LIABILITY UNDER SECURITIES ACT OF 1933
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
UNDERTAKING WITH REGARD TO INDEMNIFICATION
(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 of the
registrant 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.
[Signature Page Is Next]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and Rule 478
thereunder, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing the Post-Effective Amendment
No. 1 on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf, pursuant to Rule 478, by the undersigned Agent for Service of
Process, thereunto duly authorized, in the City of Canton, State of Ohio, on
January 31, 1995.
THE CIVISTA CORPORATION
By: /S/ Jack R. Gravo
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Jack R. Gravo, President, and
authorized pursuant to Rule 478
as the Agent for Service of Process
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