As filed with the Securities and Exchange Commission on November 13, 1998
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SKY FINANCIAL GROUP, INC.
(formerly known as Citizens Bancshares, Inc.)
(Exact name of registrant as specified in its charter)
Ohio 34-1372535
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
221 South Church Street
Bowling Green, Ohio 43402
(419) 327-6300
(Address of principal executive offices, including zip code)
Citizens Bancshares, Inc. Amended and Restated 1998 Stock Option Plan
for Nonemployee Directors
Citizens Bancshares, Inc. 1998 Stock Option Plan for Employees
(Full title of the plans)
W. Granger Souder, Esq.
Executive Vice President
and General Counsel
221 South Church Street
Bowling Green, Ohio 43402
(Name and address of agent for service)
(419) 327-6300
(Telephone number, including area code, of agent for service)
<PAGE 2>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Amount to be aggregate aggregate Amount of
Title of securities registered price per offering registration
to be registered (1) share (2) price fee
Common Stock 2,688,877 shares $30.9375 $83,187,132.00 $24,540.20
(with the
accompanying
Preferred Stock
Purchase Rights
(3).)
(1) Plus such indeterminate number of shares as may be issued to prevent
dilution resulting from stock dividends, stock splits, combination of shares,
recapitalization, merger, consolidation or other corporate reorganization in
accordance with Rule 416 under the Securities Act of 1933.
(2) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h), based upon the average of
the high and low prices of Sky Financial Group, Inc. common stock as reported
on the Nasdaq National Market for November 11, 1998.
(3) Includes associated Preferred Stock Purchase Rights (the "Rights").
Prior to the occurrence of certain prescribed events, the Rights are not
exercisable, are evidenced by the certificates for the common stock and will
be transferred along with and only with such securities.
<PAGE 3>
PART I
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.
The documents containing the information required in Part I of the
Registration Statement will be provided to each participant in the Plan as
required by Rule 428(b)(1). Such documents are not being filed with the
Securities and Exchange Commission (the "Commission") in accordance with the
instructions to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the SEC by Citizens Bancshares, Inc.
(now known as Sky Financial Group, Inc.) ("Registrant") are incorporated by
reference into this Prospectus: (1) the Annual Report on Form 10-K of
Registrant for the year ended December 31, 1997 (the "1997 10-K"), except for
the consolidated financial statements which have been superseded and are
contained in the Current Report on Form 8-K dated October 15, 1998; (2) the
portions of Registrant's Proxy Statement for the Annual Meeting of
Shareholders held on May 11, 1998 that have been incorporated by reference
into the 1997 10-K; (3) Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998 (which have not been restated
for the merger with Mid Am, Inc. effected on October 2, 1998);
(4) Registrant's Current Reports on Form 8-K, dated January 2, 1998, May 21,
1998, June 2, 1998, June 25, 1998 (except for the supplemental consolidated
financial statements which have been superseded and are contained in the
Current Report on Form 8-K dated October 15, 1998), July 24, 1998, July 29,
1998, September 23, 1998, October 15, 1998 and October 16, 1998, and on Form
8-K/A, dated June 25, 1998; (5) the description of Registrant's common stock
contained in Registrant's registration statements filed pursuant to Section 12
of the Securities Exchange Act of 1934 (and any amendment or report filed for
the purpose of updating such description); and (6) all documents subsequently
filed by Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock to be issued pursuant to the Plans has
been passed upon by W. Granger Souder, Jr., Executive Vice President and
General Counsel of the Registrant. Mr. Souder is eligible to participate in
the Citizens Bancshares, Inc. 1998 Stock Option Plan for Employees on the same
terms and conditions as other participants holding similar positions with the
company.
<PAGE 4>
Item 6. Indemnification of Directors and Officers.
The Registrant's Code of Regulations provides that the Registrant shall
indemnify any director or officer and any former director or officer and any
such director or officer who is or has served at the request of the Registrant
as a director, officer or trustee of another corporation, partnership, joint
venture, trust or other enterprise (and his heirs, executors and
administrators) against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement, actually and reasonably incurred by him by
reason of the fact that he is or was such director, officer or trustee in
connection with any completed action, suit or proceeding, whether civil,
criminal, administrative or investigative to the full extent permitted by law.
In addition, the Registrant has indemnification agreements with each of
its directors and executive officers which expand such indemnitees' rights in
the event that Ohio law and the Registrant's Code of Regulations are changed.
The indemnification rights available under the agreements are subject to
certain exclusions, including a provision that no indemnification shall be
made if a court determines by clear and convincing evidence that the
indemnitee has acted or failed to act with deliberate intent to cause injury
to, or with reckless disregard for the best interests of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index attached hereto.
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. 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 prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement;
<PAGE 5>
(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 A(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs 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 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.
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 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
Exchange Act) 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
Securities Act of 1933 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 is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication of
such issue.
<PAGE 6>
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 of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Bowling Green, Ohio, on November 11, 1998.
SKY FINANCIAL GROUP, INC.
By: /s/ David R. Francisco
David R. Francisco
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ David R. Francisco November 11, 1998
David R. Francisco, Chief Date
Executive Officer, Chief Financial
Officer and Director
/s/ Marty E. Adams November 11, 1998
Marty E. Adams, President, Chief Date
Operating Officer and Director
/s/ James C. McBane * November 11, 1998
James C. McBane, Vice Chairman Date
of the Board and Director
Fred H. Johnson, III, Director Date
/s/ Keith D. Burgett * November 11, 1998
Keith D. Burgett, Director Date
/s/ Willard L. Davis * November 11, 1998
Willard L. Davis, Director Date
/s/ H. Lee Kinney * November 11, 1998
H. Lee Kinney, Director Date
/s/ Kenneth E. McConnell * November 11, 1998
Kenneth E. McConnell, Director Date
/s/ Glenn F. Thorne * November 11, 1998
Glenn F. Thorne, Director Date
/s/ Gerard P. Mastroianni * November 11, 1998
Gerard P. Mastroianni, Director Date
<PAGE 7>
/s/ Del E. Goedeker * November 11, 1998
Del E. Goedeker, Director Date
/s/ Joseph W. Tosh, II * November 11, 1998
Joseph W. Tosh, II, Director Date
/s/ Gerald D. Aller * November 11, 1998
Gerald D. Aller, Director Date
David A. Bryan, Director Date
/s/ D. James Hilliker * November 11, 1998
D. James Hilliker, Director Date
/s/ Marilyn O. McAlear * November 11, 1998
Marilyn O. McAlear, Director Date
/s/ Thomas S. Noneman * November 11, 1998
Thomas S. Noneman, Director Date
/s/ Edward J. Reiter * November 11, 1998
Edward J. Reiter, Senior Chairman Date
of the Board and Director
/s/ Emerson J. Ross, Jr. * November 11, 1998
Emerson J. Ross, Jr., Director Date
/s/ Douglas J. Shierson * November 11, 1998
Douglas J. Shierson, Director Date
C. Gregory Spangler, Director Date
Robert E. Stearns, Director Date
* The undersigned attorney-in-fact, by signing his name below, does hereby
sign this Form S-8 Registration Statement on behalf of the above-named
officers and directors pursuant to a power of attorney executed by such
persons and filed with the Securities and Exchange Commission
contemporaneously herewith.
/s/ W. Granger Souder, Jr.
W. Granger Souder, Jr.
Attorney-In-Fact
<PAGE 8>
EXHIBIT INDEX
Exhibit Description
4(a) The Registrant's Fifth Amended Articles of Incorporation
(incorporated by reference to Exhibit 3.1 of Form S-4 Registration
Statement No. 333-60741 of the Registrant).
4(b) Amendment to the Registrant's Fifth Amended Articles of Incorporation
(incorporated by reference to Appendix B of the Joint Proxy
Statement/Prospectus in Form S-4 Registration Statement No. 333-60741 of
the Registrant).
4(c) The Registrant's Code of Regulations, as amended
(incorporated by reference to Exhibit 3(2) of Form S-4 Registration Statement
No. 0-18209 of the Registrant).
4(d) Amendment to the Code of Regulations of the Registrant
(incorporated by reference to Appendix C of the Joint Proxy
Statement/Prospectus in Form S-4 Registration Statement No. 333-60741 of
the Registrant).
4(e) Shareholder Rights Agreement dated as of July 21, 1998, between
Bancshares and The Citizens Banking Company, as Rights Agent
(incorporated by reference to Exhibit 4 of Form S-4 Registrant Statement
No. 333-60741 of the Registrant).
4(f) Citizens Bancshares, Inc. Amended and Restated 1998 Stock Option Plan
for Nonemployee Directors
(incorporated by reference to Appendix G of the Joint Proxy
Statement/Prospectus in Form S-4 Registration Statement No. 333-60741 of
the Registrant).
4(g) Citizens Bancshares, Inc. 1998 Stock Option Plan for Employees
(incorporated by reference to Appendix H of the Joint Proxy
Statement/Prospectus in Form S-4 Registration Statement No. 333-60741 of
the Registrant).
5 Opinion of W. Granger Souder, Jr., Esq. regarding legality.
23(a) Consent of Crowe, Chizek and Company LLP.
23(b) Consent of S.R. Snodgrass, A.C.
23(c) Consent of PricewaterhouseCoopers LLP.
23(d) Consent of W. Granger Souder, Jr., Esq. (included in Exhibit 5).
24 Powers of Attorney submitted by David R. Francisco, Marty E. Adams,
Edward J. Reiter, James C. McBane, Keith D. Burgett, Willard L. Davis,
H. Lee Kinney, Kenneth E. McConnell, Glenn F. Thorne, Gerard P. Mastroianni,
Del E. Goedeker, Joseph W. Tosh, II, Gerald D. Aller, D. James Hilliker,
Marilyn O. McAlear, Thomas S. Noneman, Emerson J. Ross, Jr., and
Douglas J. Shierson.
<PAGE 9>
EXHIBIT 5 AND EXHIBIT 23(d)
[SKY FINANCIAL GROUP, INC. LETTERHEAD]
November 12, 1998
Sky Financial Group, Inc.
221 S. Church Street
Bowling Green, Ohio 43402
Dear Ladies and Gentlemen:
I am General Counsel and Secretary of Sky Financial Group, Inc.,
an Ohio corporation (the "Company"), and in such capacity, I am familiar
with (i) the Articles of Incorporation, as amended, and the Code of
Regulations, as amended, of the Company; (ii) the Preferred Stock
Purchase Rights issuable pursuant to the Shareholder Rights Plan, dated
as of July 21, 1998, between Citizens Bancshares, Inc. and The Citizens
Banking Company (the "Rights Plan"), (iii) the Form S-8 Registration
Statement concurrently being filed with the Securities and Exchange
Commission (the "Registration Statement") relating to the offering of
shares of the Company's Common Stock, no par value per share, (the
"Common Stock") pursuant to the Citizens Bancshares, Inc. Amended and
Restated 1998 Stock Option Plan for Nonemployee Directors and the Citizens
Bancshares, Inc. 1998 Stock Option Plan for Employees (collectively, the "Sky
Option Plans"), and (iv) such other documents, proceedings and matters as I
deem necessary to enable me to render the opinion hereinafter expressed.
Based upon the foregoing, I am of the opinion that (i) the Sky Common
Shares, when issued by Sky as contemplated in the Sky Option Plans, will be
legally issued, fully paid and nonassessable and (ii) the preferred share
purchase rights associated with the Sky Common Shares, when and to the extent
issued in accordance with the Rights Plan, will be validly issued.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name whenever it appears in such
Registration Statement, as originally filed or as subsequently amended.
Very truly yours,
/s/ W. Granger Souder, Jr.
W. Granger Souder, Jr.
<PAGE 10>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Sky Financial Group, Inc. (formerly known as
Citizens Bancshares, Inc.) of our report dated October 9, 1998 on Sky
Financial Group, Inc.'s supplemental consolidated balance sheets as of
December 31, 1997 and 1996 and supplemental consolidated statements of
income, changes in shareholders' equity and cash flows for each of the
three years in the period ended December 31, 1997, which report is included
in the Corporation's Current Report on Form 8-K dated October 15, 1998.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Columbus, Ohio
November 12, 1998
<PAGE 11>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the use by reference in this Form S-8 to the Registration
Statement of Sky Financial Group, Inc. (formerly Citizens Bancshares, Inc.),
which incorporates by reference our report dated January 16, 1998 (relating to
the consolidated financial statements of Century Financial Corporation as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997) which is incorporated by reference in Form 8-K filed on
October 15, 1998 of Sky Financial Group, Inc.
/s/ S. R. Snodgrass, A.C.
Wexford, PA
November 12, 1998
<PAGE 12>
EXHIBIT 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Sky Financial Group, Inc. (formerly Citizens
Bancshares, Inc.) of our report dated January 19, 1998, relating to the
consolidated financial statements of Mid Am, Inc., which appears as Exhibit
No. 19.2 of the Current Report on Form 8-K of Sky Financial Group, Inc. dated
October 15, 1998.
/s/ PricewaterhouseCoopers LLP
Memphis, Tennessee
November 12, 1998
<PAGE 13>
EXHIBIT 24
POWER OF ATTORNEY
Know all persons by these presents, that each individual whose signature
appears below hereby constitutes and appoints David R. Francisco and
W. Granger Souder, Jr., and each and either of them, such individual's true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign this Registration Statement, and any and all
amendments thereto, and to file the same with the Securities and Exchange
Commission, with all exhibits thereto and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, and each and
either of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or
either of them or any substitute therefor, 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 by the following persons in the
capacities indicated on the date indicated.
SIGNATURE TITLE DATE
/s/ David R. Francisco Chairman of the Board, Chief October 13, 1998
DAVID R. FRANCISCO Executive Officer, Treasurer
and Director (Principal
Executive Officer and
Principal Financial Officer)
/s/ Marty E. Adams President, Chief Operating October 10, 1998
MARTY E. ADAMS Officer and Director
/s/ Edward J. Reiter Senior Chairman of the Board October 13, 1998
EDWARD J. REITER of Directors and Director
/s/ James C. McBane Vice Chairman of the Board October 10, 1998
JAMES C. McBANE of Directors and Director
Director
FRED H. JOHNSON, III
/s/ Keith D. Burgett Director October 10, 1998
KEITH D. BURGETT
/s/ Willard L. Davis Director October 10, 1998
WILLARD L. DAVIS
<PAGE 14>
/s/ H. Lee Kinney Director October 10, 1998
H. LEE KINNEY
/s/ Kenneth E. McConnell Director October 10, 1998
KENNETH E. McCONNELL
/s/ Glenn F. Thorne Director October 10, 1998
GLENN F. THORNE
/s/ Gerard P. Mastroianni Director October 10, 1998
GERARD P. MASTROIANNI
/s/ Del E. Goedeker Director October 10, 1998
DEL E. GOEDEKER
/s/ Joseph W. Tosh, II Director October 10, 1998
JOSEPH W. TOSH, II
/s/ Gerald D. Aller Director October 12, 1998
GERALD D. ALLER
Director
DAVID A. BRYAN
/s/ D. James Hilliker Director October 12, 1998
D. JAMES HILLIKER
/s/ Marilyn O. McAlear Director October 10, 1998
MARILYN O. McALEAR
/s/ Thomas S. Noneman Director October 10, 1998
THOMAS S. NONEMAN
/s/ Emerson J. Ross, Jr. Director October 14, 1998
EMERSON J. ROSS, JR.
/s/ Douglas J. Shierson Director October 11, 1998
DOUGLAS J. SHIERSON
Director
C. GREGORY SPANGLER
Director
ROBERT E. STEARNS
