<PAGE>
As filed with the Securities and Exchange Commission on October 6, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
FIRSTFEDERAL FINANCIAL SERVICES CORP
(Exact name of registrant as specified in its charter)
Ohio 34-1622711
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
135 East Liberty Street, Wooster, Ohio 44691
(Address of principal executive offices) (Zip Code)
FIRSTFEDERAL FINANCIAL SERVICES CORP
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Jeffrey M. Werthan, P.C.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional
corporations)
7th Floor - East Tower
1100 New York Avenue NW
Washington, DC 20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================
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
$1.00 per share 136,878 shares $41(2) $5,611,998(2) $1,701(2)
(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 Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the
purpose of calculating the registration fee, at $41.00 per share, which
was the average of the high and low sales price of the common stock of
FirstFederal Financial Services Corp on the Nasdaq National Market on October
1, 1997.
/TABLE
<PAGE>
<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 FirstFederal
Financial Services Corp 1997 Employee Stock Purchase 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>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
------------------------------------------------
The following documents previously or concurrently filed by
FirstFederal Financial Services Corp (the "Company") with the Commission 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:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (File No. 0-17894);
(b) all other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the Annual
Report referred to in (a) above;
(c) the description of the Company's common stock, par value
$1.00 per share, contained in the Company's Current Report on Form 8-K filed
with the Commission pursuant to SEC Release No. 34-90721 (together
with the following portions of the Company's Registration Statement
on Form S-4 filed with the Commission on February 23, 1989 (File No.
33-27243), and of all Post-Effective Amendments to such Registration
Statement: "Market Prices and Dividends" and "The Holding Company Merger and
Reorganization -- Comparison of Stockholder Rights").
All documents filed by the Company 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.
The Company 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 L. Dwight Douce, Executive Vice President and
Secretary, 135 East Liberty Street, Wooster, Ohio 44691, telephone number (330)
264-8001.
<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.
Ohio's Revised Code Section 1791.13(E) empowers the Company
to indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that such person is or was a director, officer, employee or agent
of the Company or is or was serving as such or in a similar capacity with
respect to another corporation or other entity at the request of the Company.
Article Fifth of the Company's Articles of Incorporation
requires the Company, to the full extent permitted by law, to indemnify a
director or former director of the Company and grants the Board of Directors of
the Company to the full extent permitted by law, the discretion to indemnify
any officer or employee or former officer or employee, against reasonable
expenses incurred in connection with the defense of any pending or threatened
action, suit or proceeding, whether civil or criminal, to which he or she is or
may be made a party by reason of being or having been a director, officer or
employee of the Company. As authorized by Article Fifth, the Company has
purchased a director and officer liability insurance policy.
Item 7. Exemption from Registration Claimed.
Not Applicable.
<PAGE>
Item 8. Exhibits.
<TABLE>
<CAPTION>
Regulation
S-K
Exhibit
Number Document
<S> <C>
4.1 Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3(i) to
the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996
(File No. 0-17894))
4.2 Code of Regulations of the Company
(incorporated by reference to Exhibit 4.2
to the Company's Registration Statement
No. 33-50664)
4.3 Specimen common stock certificate
(incorporated by reference to Exhibit 4.1 to the
Company's
Registration Statement No. 33-27243)
4.4 Specimen stock certificate of 7% Cumulative
Convertible Preferred Stock, Series A
(incorporated by reference to Exhibit 4.4 to
the Company's Registration Statement No.
33-50664)
4.5 Specimen stock certificate of 6 1/2% Cumulative
Convertible Preferred Stock, Series B
(incorporated by reference to Exhibit 4.4 to the
Company's Registration Statement No. 33-79196)
5 Opinion of Silver, Freedman & Taff, L.L.P.
23.1 Consent of Silver, Freedman & Taff, L.L.P.
(included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
<PAGE>
23.3 Consent of Deloitte & Touche LLP
24 Power of Attorney (contained in signature page)
</TABLE>
<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, represents a fundamental
change in the information set forth in the registration statement;
notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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.
(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) of 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.
<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 Wooster, State of
Ohio, on October 6, 1997.
FIRSTFEDERAL FINANCIAL SERVICES CORP
By:/s/ Gary G. Clark
------------------------------------
Gary G. Clark, Chairman, President
and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and
appoints Gary G. Clark and James J. Little, his true and lawful
attorneys-in-fact and agents, with full power of
substitution and re-substitution, for him or her and in his or
her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every
act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all said
attorneys-in-fact and agents or their substitutes or substitute
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below
by the following persons in the capacities and on the date
indicated.
/s/ Gary G. Clark /s/ L. Dwight Douce
- ------------------------------- ----------------------------
Gary G. Clark, Chairman, President L. Dwight Douce, Executive Vice
and Chief Executive Officer and President, Secretary and Director
Director (Principal Executive
Officer)
Date: October 6, 1997 Date: October 6, 1997
/s/ James J. Little /s/ Gust B. Geralis
- ------------------------------- -----------------------------
James J. Little, Executive Gust B. Geralis, Director
Vice President and Chief
Financial Officer (Principal
Financial and Accounting
Officer)
Date: October 6, 1997 Date: October 6, 1997
/s/ R. Victor Dix /s/ Ronald A. James, Jr.
- ------------------------------- ----------------------------
R. Victor Dix, Director Ronald A. James, Jr., Director
Date: October 6, 1997 Date: October 6, 1997
/s/ Richard E. Herald /s/ Steven N. Stein
- ------------------------------- -----------------------------
Richard E. Herald, Director Steven N. Stein, Director
Date: October 6, 1997 Date: October 6, 1997
/s/ Daniel H. Plumly
- ----------------------------
Daniel H. Plumly, Director
Date: October 6, 1997
<PAGE>
October 6, 1997
Board of Directors
FirstFederal Financial Services Corp
135 East Liberty Street
Wooster, Ohio 44691
Members of the Board:
We have acted as counsel to FirstFederal Financial Services Corp (the
"Company") 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 136,878 shares of the
Company's common stock, par value $1.00 per share (the "Common Stock"), to be
offered pursuant to the 1997 Employee Stock Purchase Plan of the Company (the
"Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan, the Registration
Statement, the Company's Articles of Incorporation, Code of Regulations,
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 Company will be, when
and if issued, sold and paid for as contemplated by the Plan, legally
issued, fully paid and non-assessable shares of Common Stock of the
Company.
We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement and the reference to our firm in the Prospectus. 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.
SILVER, FREEDMAN & TAFF, L.L.P.
<PAGE>
The Board of Directors
FirstFederal Financial Services Corp and Subsidiaries:
We consent to the use of our report incorporated herein by reference.
Our report refers to the adoption of the provisions of the Financial Accounting
Standard Board's Statements of Financial Accounting Standards Nos. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of, and No. 122, Accounting for Mortgage Servicing Rights, in 1996.
KPMG PEAT MARWICK LLP
Cleveland, Ohio
October 3, 1997
<PAGE>
INDEPENDENT AUDITORS' CONSENT
FirstFederal Financial Services Corp
We consent to the incorporation by reference in this Registration Statement
relating to 136,878 shares of Common Stock of FirstFederal Financial Services
Corp on Form S-8 of our report dated January 26, 1996, appearing in the
Annual Report on Form 10-K of FirstFederal Financial Services Corp for the
year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Columbus, Ohio
October 2, 1997
