As filed with the Securities and Exchange Commission on November 13, 1998
Registration No. 333-47315
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
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, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Century Financial Corporation Stock Option Plan, as amended
(Full title of the plan)
W. Granger Souder, Jr., 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 offering registration
to be registered (1) per unit price fee
Common Stock 185,525 shares (3) (3) (3)
(with the
accompanying
Preferred Stock
Purchase Rights
(2).)
(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) 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.
(3) Not applicable. All filing fees payable in connection with the
registration of the issuance of these securities were paid in connection
with the filing of the Registrant's Form S-4 Registration Statement (333-
47315) on March 4, 1998.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described in Part II under
"Introductory Statement."
<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
INTRODUCTORY STATEMENT
Sky Financial Group, Inc., formerly known as Citizens Bancshares, Inc.
(the "Registrant") hereby amends its Registration Statement on Form S-4 (No.
333-47315) (the "Form S-4") by filing this Post-Effective Amendment No. 1 on
Form S-8 with respect to up to 185,525 shares of the Registrant's common
stock, no par value per share ("Common Stock") issuable in connection with the
Century Financial Corporation Stock Option Plan, as amended (the "Plan").
All such shares of Common Stock were previously included in the Form S-4.
Pursuant to an Agreement and Plan of Merger dated as of December 3, 1997
between Citizens Bancshares, Inc. ("Bancshares") and Century Financial
Corporation ("Century"), Century merged with and into Bancshares on May 12,
1998 (the "Effective Time"), with Bancshares as the surviving company, at
which time the separate corporate existence of Century ceased. At the
Effective Time, each outstanding and unexercised option (a "Century Option")
to purchase shares of Century common stock ("Century Common Stock") is deemed
to constitute an option to purchase, on the same terms and conditions as were
applicable under such Century Option immediately prior to the Effective Time,
the number of shares of Common Stock equal to the product, rounded up to the
nearest whole share, of the number of shares of Century Common Stock subject
to such option and .7926, at the price per share equal to the exercise price
per share of the Century Common Stock under the original Century Option
divided by .7926, rounded up to the nearest cent.
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the SEC by the Registrant are
incorporated by reference into this Prospectus: (1) the Annual Report on
Form 10-K of Bancshares for the year ended December 31, 1997 (the "1997
Bancshares 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 Bancshares' Proxy Statement for the
Annual Meeting of Shareholders held on May 11, 1998 that have been
incorporated by reference into the 1997 Bancshares 10-K; (3) Bancshares'
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,
<PAGE 4>
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
Bancshares' common stock contained in Bancshares' 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 the 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.
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.
<PAGE 5>
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;
(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.
<PAGE 6>
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 7>
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 this Post-Effective Amendment No. 1 on Form
S-8 to Form S-4 Registration Statement 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 Post-
Effective Amendment No. 1 on Form S-8 to Form S-4 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 8>
/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 Post-Effective Amendment No. 1 on Form S-8 to Form S-4 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 9>
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) Century Financial Corporation Stock Option Plan.
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 10>
EXHIBIT 4(f)
Amended 4/16/98
CENTURY FINANCIAL CORPORATION STOCK OPTION PLAN
A. PURPOSE AND SCOPE
The purposes of this Plan are to reward key management employees and
directors of Century Financial Corporation (hereinafter called the
"Corporation") and its Subsidiaries; to provide an incentive for such
employees to expand and improve the profits and prosperity of the Corporation
and its Subsidiaries; and to assist the Corporation and its Subsidiaries in
attracting and retaining key personnel through the grant of options to
purchase shares of the Corporation's common stock.
B. DEFINITIONS
1."Board" shall mean the Board of Directors of the Corporation.
2."Cash Compensation" shall mean all remuneration paid in cash which is
includable in income for federal income tax purposes.
3."Committee" shall mean the Executive Committee, which is appointed by the
Board.
4."Board Members" shall mean Members of the Board of Directors of the
Corporation who are not Officers or employees of the Corporation.
5."Corporation" shall mean the Century Financial Corporation, a Pennsylvania
Corporation.
6."Code" shall mean the Internal Revenue Code of 1986, as amended.
7."Disability" shall mean an event which entitles a former employee to
disability benefits under any of the Corporation's employee benefit plans.
8."Officers" shall mean the President, Executive Vice Presidents, and other
Officers of the Corporation and its Subsidiary(ies) as determined by the Board
of Directors.
9."Option" shall mean a right to purchase Stock, granted pursuant to the
Plan.
10."Option Price" shall mean the purchase price for stock under an option, as
determined in Section F below.
11."Participant" shall mean Officers of the Corporation and/or its
Subsidiary(ies), or a Board Member to whom an Option is granted under the
Plan.
12."Plan" shall mean this Century Financial Corporation Stock Option Plan.
13."Stock" shall mean the common stock of the Corporation.
14."Subsidiary" shall mean a subsidiary corporation of the Corporation, as
defined in Sections 424(f) and 424(g) of the Code.
15."Executive Officers" shall mean the Officers of the Bank Holding Company,
Century Financial Corporation.
C. STOCK TO BE OPTIONED
Subject to the provisions of Section L of the Plan, the maximum number of
shares of Stock that may be optioned or sold under the Plan is 403,446 to
Officers and 100,862 to Board Members.
<PAGE 11>
D. ADMINISTRATION
The Plan shall be administered by the Committee. Two members of the
Committee shall constitute a quorum for the transaction of business. The
Committee shall be responsible to the Board for the operation of the Plan.
The interpretation and construction of any provision of the Plan by the
Committee shall be final, unless otherwise determined by the Board. No member
of the Board or the Committee shall be liable for any action or determination
made by him in good faith.
E. ELIGIBILITY
For any fiscal year (currently the calendar year)in which the
Corporation achieves its goal of budgeted earnings (in dollars), the Board
shall grant Options to all Officers and Board Members. The Board shall
determine whether the budgeted earnings goal has been met at the first Board
meeting in January, after the close of the fiscal year. Prior to that
meeting, the Executive Committee will select and present to the Board for
approval a list of individuals that will be considered for receiving options
for the year. If the Board determines that the budgeted earnings goal has been
met, the Options shall be granted as soon as administratively feasible
thereafter. In addition, if the Corporation does not achieve its goal of
budgeted earnings, the Board may, in its sole discretion, grant options to any
Officers or Board Members.
F. OPTION PRICE
The purchase price for Stock under each Option shall be the closing
price on the NASDAQ National Market System on the December 31st preceding the
date that an Option is granted, but in no event less than the par value of the
Stock.
G. TERMS AND CONDITIONS OF OPTIONS
Options granted pursuant to the Plan shall be authorized by the Board and
shall be evidenced by agreements in such form as the Board, upon
recommendation of the Committee, shall from time to time approve. Such
agreements shall comply with and be subject to the following terms and
conditions:
1. Employment Agreement -- The Board may, in its discretion, include in any
Option granted under the Plan a condition that the Participant shall agree to
remain in the employ of, and to render services to, the Corporation for a
period of time following the date the Option is granted. No such agreement
shall impose upon the Corporation, however, any obligation to employ the
Participant for any period of time.
2. Time and Method of Payment -- the Option Price shall be paid in full in
cash at the time an Option is exercised under the Plan. Otherwise, an
exercise of any option granted under the Plan shall be invalid and of no
effect. Promptly after the exercise of an Option and the payment of the full
Option Price, the Participant shall be entitled to the issuance of a stock
certificate evidencing his ownership of such Stock. A Participant shall have
none of the rights of a shareholder until shares are issued to him, and no
adjustment will be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
<PAGE 12>
3. Number of Shares -- Each Option shall state the total number of shares of
Stock to which it pertains. For any fiscal year in which the Corporation
achieves its goal of budgeted earnings (in dollars), the number of shares of
Stock to which each Option pertains shall be determined by the Board in its
discretion as follows: (a) for each Executive Officer and each Board Member
the number of shares will equal 5 percent to 75 percent of total Cash
Compensation for the given fiscal year divided by the purchase price of the
shares; (b) for each Officer not covered under 3(a), the number of shares will
equal 5 percent to 50 percent of total Cash Compensation for the given fiscal
year divided by the purchase price of the shares. If the number of shares
determined under this formula is not a whole number, the number of shares will
be rounded up to the next whole number. Notwithstanding this calculation, in
no case will the number of shares pertaining to all Options exceed the limits
established in Section C. For any fiscal year in which the Corporation does
not achieve its goal of budgeted earnings, the number of shares pertaining to
each option will be determined solely at the discretion of the Board.
4. Option Period and Limitations on Exercise of Options -- The Committee may,
in its discretion, provide that an Option may not be exercised in whole or in
part for any period or periods of time specified in the Option agreement.
Except as provided in the Option agreement, an Option may be exercised in
whole or in part at any time during its term. No Option may be exercised
after the expiration of ten years from the date it is granted. No Option may
be exercised for a fractional share of Stock.
H. TERMINATION OF EMPLOYMENT
An Officer who terminates employment because of retirement or because of
a disability and a Board Member who ceases to be a Board Member because of
retirement or because of a disability, provided each has been affiliated with
the Corporation or a subsidiary for a minimum term of 10 years and has
attained the age of 55, shall continue to have the right to exercise any
Option not theretofore exercised until the end of the Option period.
Additionally, the vesting of Options not yet exercisable will be accelerated.
If an Officer ceases to be an employee of the Company or its Subsidiaries for
any other reason, then the right to exercise any vested Option shall (i) in
the case of Options granted prior to January 1, 1997, continue until the tenth
anniversary of the date of grant, and (ii) in the case of vested Options
granted on or after January 1, 1997, continue for 90 days after the last day
of employment and shall thereupon cease.
The Committee may cancel an Option during the extended period referred
to in the paragraph above, if the Participant engages in employment or
activities contrary, in the opinion of the Committee, to the best interests of
the Corporation. The Committee shall determine in each case whether a leave
of absence shall constitute a termination of employment. Any such
determination of the Committee shall be final and conclusive, unless overruled
by the Board.
<PAGE 13>
I. RIGHTS IN EVENT OF DEATH
If a Participant dies while employed by the Corporation or any of its
Subsidiaries, or at any time after employment has ceased during a period in
which the right to exercise an Option has continued, as provided in Section H,
the person to whom the option is transferred by law or by applicable laws of
descent and distribution shall have the right to exercise such Options to the
extent that such deceased Participant was entitled to exercise the Options on
the date of his death; provided, however, that in no event shall the Options
be exercisable more than ten years from the date they were granted.
J. NO OBLIGATIONS TO EXERCISE OPTION
The granting of an Option shall impose no obligation upon the Participant
to exercise such Option.
K. NONASSIGNABILITY
Options shall not be transferable other than by will or by the laws of
descent and distribution, and during a Participant's lifetime shall be
exercisable only by such Participant.
L. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN
The aggregate number of shares of stock available for Option under the
Plan, the shares subject to any Option, and the price per share, shall all be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock subsequent to the effective date of the Plan resulting from
(1) a subdivision or consolidation of shares or any other capital adjustment,
(2) the payment of a stock dividend, or (3) other increase or decrease in such
shares effected without receipt of consideration by the Corporation. If the
Corporation shall be the surviving corporation in any merger or consolidation,
any Option shall pertain, apply, and relate to the securities to which a
holder of the number of shares of Stock subject to the Option would have been
entitled after the merger or consolidation. Upon a dissolution or liquidation
of the Corporation, or upon a merger or consolidation in which the Corporation
is not the surviving corporation, all Options outstanding under the Plan shall
terminate unless provision is made in connection with such dissolution,
liquidation, merger or consolidation for the assumption of the Options
outstanding, or the substitution of new options of the successor entity for
such Options, in either case, with appropriate adjustment as to the number and
kind of shares and to the exercise price of the Options, in which event, the
Options shall be exercisable on such adjusted terms. In the event that such
provision is not made and the Options terminate, each Participant (and each
other person entitled under Section I to exercise an Option) shall have the
right, immediately prior to such dissolution or liquidation, or such merger or
consolidation, to exercise such Participant's Options in whole or in part.
<PAGE 14>
M. AMENDMENT AND TERMINATION
The Board may terminate, amend, or revise the Plan with respect to any
shares as to which Options have not been granted. Neither the Board nor the
Committee may, without the consent of the holder of an Option, alter or impair
any Option previously granted under the Plan, except as authorized herein.
Unless sooner terminated, the Plan shall remain in effect for a period of ten
years from the date of the Plan's adoption by the Board. Termination of the
Plan shall not affect any Option previously granted.
N. AGREEMENT AND REPRESENTATION OF EMPLOYEES
As a condition to the exercise of any portion of an Option, the
Corporation may require the person exercising such Option to represent and
warrant at the time of such exercise that any shares of Stock acquired at
exercise are being acquired only for investment and without any present
intention to sell or distribute such shares, if, in the opinion of counsel for
the Corporation, such a representation is required under the Securities Act of
1933 or any other applicable law, regulation, or rule of any governmental
agency.
O. RESERVATION OF SHARES OF STOCK
The Corporation, during the term of this Plan, will at all times reserve
and keep available, and will seek or obtain from any regulatory body having
jurisdiction any requisite authority necessary to issue and to sell, the
number of shares of Stock that shall be sufficient to satisfy the requirements
of their Plan. The inability of the Corporation to obtain from any regulatory
body having jurisdiction the authority deemed necessary by counsel for the
Corporation for the lawful issuance and sale of its Stock hereunder shall
relieve the Corporation of any liability in respect of the failure to issue or
sell Stock as to which the requisite authority has not been obtained.
P. EFFECTIVE DATE OF PLAN
The Plan shall be effective from January 1, 1993, as approved by the
Board of Directors on November 19, 1992, which approval was ratified by the
Shareholders of the Corporation on April 21, 1993.
AMENDMENTS OR REPEALS
Section Date Amended
Involved: or Repealed Approved by:
Section C. 6/1/93 to reflect Board of Directors
Stock to be Optioned 20% Stock Dividend;
number of shares set aside
now at 224,136 for Officers
and 56,034 for Board Members
(Originally, 186,780 & 46,695)
<PAGE 15>
AMENDMENTS OR REPEALS (CONTINUED)
Section Date Amended
Involved: or Repealed Approved by:
Section C. 1/31/95 to reflect Board of Directors
Stock to be Optioned 20% Stock Dividend;
number of shares set aside
now at 268,964 for Officers
and 67,241 for Board Members
Section F. 6/96 to change method
Option Price for determining price;
coincided with NASDAQ
membership
Section C. 5/30/97 to reflect Board of Directors
Stock to be Optioned 3-for-2 Stock Dividend;
number of shares set aside
now at 403,446 for Officers
and 100,862 for Directors
Definition 3. Committee Amended 12/18/97 Board of Directors
Definition 8. Officers Amended 12/18/97 Board of Directors
Definition 15. Amended 12/18/97 Board of Directors
Executive Officers
Definition 16. Deleted 12/18/97 Board of Directors
Vice Presidents
G. 3. Terms & Percentages amended
Conditions 12/18/97 Board of Directors
H. Termination of Amended 4/16/98 Board of Directors
Employment
L. Effect of Change Amended 4/16/98 Board of Directors
in Stock Subject
to the Plan
<PAGE 16>
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) Post-Effective Amendment
No. 1 on Form S-8 to Form S-4 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 Century
Financial Corporation Stock Option Plan (the "Option Plan"), 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 Option Plan, 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 17>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Post-Effective Amendment No. 1 on Form S-8 to Form S-4
(Registration No. 333-47315) 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 18>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the use by reference in this Post Effective Amendment No. 1 on
Form S-8 to the Registration Statement of Sky Financial Group, Inc. (formerly
Citizens Bancshares, Inc.) to Form S-4 (Registration No. 333-47315), 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 19>
EXHIBIT 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 on Form S-8 to Form S-4 Registration Statement (No. 333-47315)
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 20>
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
FRED H. JOHNSON, III Director
/s/ Keith D. Burgett Director October 10, 1998
KEITH D. BURGETT
/s/ Willard L. Davis Director October 10, 1998
WILLARD L. DAVIS
<PAGE 21>
/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
DAVID A. BRYAN Director
/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
C. GREGORY SPANGLER Director
ROBERT E. STEARNS Director
