<PAGE> 1
As filed with the Securities and Exchange Commission on August 22, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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WINTON FINANCIAL CORPORATION
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(Exact name of registrant as specified in its Articles)
Ohio 31-1303854
------------------------------- ----------------------------------
(state or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5511 Cheviot Road
Cincinnati, Ohio 45247
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(Address of Principal Execution Offices)
Winton Financial Corporation
Stock Option and Incentive Plan
----------------------------------------
(Full title of the plan)
Robert L. Bollin
Winton Financial Corporation
5511 Cheviot Road
Cincinnati, Ohio 45247
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(Name and address of agent for service)
(513) 385-3880
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Proposed maximum offering Proposed maximum aggregate Amount of
to be registered Amount to be registered price per share(*) offering price(*) registration fee
- ------------------------- -------------------------- ---------------------------- ---------------------------- --------------------
<S> <C> <C> <C> <C>
Common Shares 324,840 $ * $2,864,150 $868
No par value
<FN>
* Of the 324,840 shares being registered, 100,500 may be purchased for $13.50
per share upon the exercise of options already granted; 20,000 may be
purchased for $12.37 upon the exercise of options already granted; and
126,000 may be purchased for $10.00 upon the exercise of options already
granted. The offering price of the remaining 78,340 shares, which have been
reserved for the future grant of options, has been determined for purposes of
calculating the registration fee pursuant to 17 C.F.R. ss. 230.457(c) for
"exchange traded securities" to be $16.125 per share on August 19, 1997.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
----------------------------------------
The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1996, and all documents filed with the Commission
pursuant to the requirements of Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934 ("Exchange Act") since that date are hereby incorporated by
reference.
The description of the Common Shares of the Registrant, as
amended, contained in the Registrant's Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission on November 6, 1995, is hereby incorporated by reference.
Any definitive Proxy Statement or Information Statement filed
pursuant to Section 14 of the Exchange Act and all documents which may be filed
with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date hereof 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, shall also be
deemed to be incorporated herein by reference and to be made a part hereof from
the date of filing such documents.
ITEM 4. Description of Securities.
--------------------------
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
---------------------------------------
None.
ITEM 6. Indemnification Of Directors and Officers.
------------------------------------------
A. Division (E) of Section 1701.13 of the Ohio Revised Code
governs indemnification by a corporation and provides as follows:
(E)(1) A corporation may indemnify or agree to 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, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited
liability company, or a partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's 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, if he had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit,
or proceeding by judgment, order, settlement, or 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
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,
he had reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to 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, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited
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<PAGE> 3
liability company, or a partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's 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, except that no indemnification shall be made in
respect of any of the following:
(a) Any claim, issue, or matter as to which such
person is adjudged to be liable for negligence or misconduct
in the performance of his duty to the corporation unless, and
only to the extent that, the court of common pleas or the
court in which such action or suit was brought determines,
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 as the court of common pleas or such other court
shall deem proper;
(b) Any action or suit in which the only liability
asserted against a director is pursuant to section 1701.95 of
the Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in
divisions (E)(1) and (2) of this section, or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) 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, trustee, officer, employee, member,
manager, or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in division (E)(1) or (2) of
this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of
directors of the indemnifying corporation who were not and are
not parties to or threatened with any such action, suit, or
proceeding referred to in division (E)(1) or (2) of this
section;
(b) If the quorum described in division (E)(4)(a) of
this section is not obtainable or if a majority vote of a
quorum of disinterested directors so directs, in a written
opinion by independent legal counsel other than an attorney,
or a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation
or any person to be indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in
which such action, suit, or proceeding referred to in division
(E)(1) or (2) of this section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under division
(E)(4)(b) of this section shall be promptly communicated to the person
who threatened or brought the action or suit by or in the right of the
corporation under division (E)(2) of this section, and, within ten days
after receipt of such notification, such person shall have the right to
petition the court of common pleas or the court in which action or suit
was brought to review the reasonableness of such determination.
(5)(a) Unless at the time of a director's act or omission that
is the subject of an action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, the articles or the regulations
of a corporation state, by specific reference to this division, that
the provisions of this division do not apply to the corporation and
unless the only liability asserted against a director in an action,
suit, or proceeding referred to in division (E)(1) or (2) of this
section is pursuant to section 1701.95 of the Revised Code, expenses,
including attorney's fees, incurred by a director in defending the
action, suit, or proceeding shall be paid by the corporation as they
are incurred, in advance of the final disposition of the action, suit,
or proceeding, upon receipt of an undertaking by or on behalf of the
director in which he agrees to do both of the following:
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<PAGE> 4
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction that
his action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the
corporation or undertaken with reckless disregard for the best
interests of the corporation;
(ii) Reasonably cooperate with the corporation
concerning the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or
agent in defending any action, suit, or proceeding referred to
in division (E)(1) or (2) of this section, may be paid by the
corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, as authorized
by the directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, trustee, officer,
employee, member, manager, or agent to repay such amount, if
it ultimately is determined that he is not entitled to be
indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights granted
to those seeking indemnification under the articles, the regulations,
any agreement, a vote of shareholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to
action in another capacity while holding their offices or positions,
and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, member, manager, or agent and shall inure
to the benefit of the heirs, executors, and administrators of such a
person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including, but not limited to, trust funds,
letters of credit, or self-insurance, on behalf of or for any person
who is or was a director, officer, employee, member, manager, or agent
of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a 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. Insurance may be
purchased from or maintained with a person in which the corporation has
a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E)(1) or (2) of this section does not limit the
payment of expenses as they are incurred, indemnification, insurance,
or other protection that may be provided pursuant to divisions (E)(5),
(6), and (7) of this section. Divisions (E)(1) and (2) of this section
do not create any obligation to repay or return payments made by the
corporation pursuant to division (E)(5), (6), or (7).
(9) As used in this division, references to "corporation"
includes all constituent corporations in a consolidation or merger and
the new or surviving corporation, so that any person who is or was a
director, officer, employee, trustee, member, manager or agent of such
a constituent corporation, or is or was serving at the request of such
constituent corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership,
joint venture, trust, or other enterprise, shall stand in the same
position under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving
corporation in the same capacity.
B. Article Five of the Registrant's Code of Regulations provides for
the indemnification of officers and directors as follows:
SECTION 5.01. MANDATORY INDEMNIFICATION. The corporation shall indemnify
any officer or director of the corporation 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
(including, without limitation, any action threatened or instituted 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, trustee, officer, employee or agent of
another corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise, against expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and transcript
costs), 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, he had no reasonable cause to believe his conduct was unlawful. A
person claiming indemnification under
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<PAGE> 5
this Section 5.01 shall be presumed, in respect of any act or omission giving
rise to such claim for indemnification, to have 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 matter, to have had no
reasonable cause to believe his conduct was unlawful, and the termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, rebut such
presumption.
SECTION 5.02. COURT-APPROVED INDEMNIFICATION. Anything contained in the
Regulations or elsewhere to the contrary notwithstanding:
(A) the corporation shall not indemnify any officer or director of
the corporation who was a party to any completed action or suit instituted 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, trustee, officer, employee or agent of another corporation (domestic
or foreign, nonprofit or for profit), partnership, joint venture, trust or other
enterprise, in respect of any claim, issue or matter asserted in such action or
suit as to which he shall have been adjudged to be liable for acting with
reckless disregard for the best interests of the corporation or misconduct
(other than negligence) in the performance of his duty to the corporation unless
and only to the extent that the Court of Common Pleas of Hamilton County, Ohio,
or the court in which such action or suit was brought shall determine upon
application that, despite such adjudication of liability, and in view of all the
circumstances of the case, he is fairly and reasonably entitled to such
indemnity as such Court of Common Pleas or such other court shall deem proper;
and
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as contemplated by this
Section 5.02.
SECTION 5.03. INDEMNIFICATION FOR EXPENSES. Anything contained in the
Regulations or elsewhere to the contrary notwithstanding, to the extent that an
officer or director of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
5.01, or in defense of any claim, issue or matter therein, he shall be promptly
indemnified by the corporation against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript costs)
actually and reasonably incurred by him in connection therewith.
SECTION 5.04 DETERMINATION REQUIRED. Any indemnification required under
Section 5.01 and not precluded under Section 5.02 shall be made by the
corporation only upon a determination that such indemnification of the officer
or director is proper in the circumstances because he has met the applicable
standard of conduct set forth in Section 5.01. Such determination may be made
only (A) by a majority vote of a quorum consisting of directors of the
corporation who were not and are not parties to, or threatened with, any such
action, suit or proceeding, or (B) if such a quorum is not obtainable or if a
majority of a quorum of disinterested directors so directs, in a written opinion
by independent legal counsel other than an attorney, or a firm having associated
with it an attorney, who has been retained by or who has performed services for
the corporation, or any person to be indemnified, within the past five years, or
(C) by the shareholders, or (D) by the Court of Common Pleas of Hamilton County,
Ohio, or (if the corporation is a party thereto) the court in which such action,
suit or proceeding was brought, if any; any such determination may be made by a
court under division (D) of this Section 5.04 at any time including, without
limitation, any time before, during or after the time when any such
determination may be requested of, be under consideration by or have been denied
or disregarded by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by the shareholders under
division (C) of this Section 5.04; and no failure for any reason to make any
such determination, and no decision for any reason to deny any such
determination, by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by shareholders under division
(C) of this Section 5.04 shall be evidence in rebuttal of the presumption
recited in Section 5.01. Any determination made by the disinterested directors
under division (A) or by independent legal counsel under division (B) of this
Section 5.04 to make indemnification in respect of any claim, issue or matter
asserted in an action or suit threatened or brought by or in the right of the
corporation shall be promptly communicated to the person who threatened or
brought such action or suit, and within ten (10) days after receipt of such
notification such person shall have the right to petition the Court of Common
Pleas of Hamilton County, Ohio, or the court in which such action or suit was
brought, if any, to review the reasonableness of such determination.
SECTION 5.05. ADVANCES FOR EXPENSES. Expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and transcript
costs) incurred in defending any action, suit or proceeding referred to in
Section 5.01 shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding to or on behalf of the officer or
director promptly as such expenses are incurred by him, but only if such officer
or director shall first agree, in writing, to repay all amounts so paid in
respect of any claim, issue or other matter asserted in such action, suit or
proceeding in defense of which he shall not have been successful on the merits
or otherwise:
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<PAGE> 6
(A) if it shall ultimately be determined as provided in Section 5.04
that he is not entitled to be indemnified by the corporation as provided under
Section 5.01; or
(B) if, in respect of any claim, issue or other matter asserted by or
in the right of the corporation in such action or suit, he shall have been
adjudged to be liable for acting with reckless disregard for the best interests
of the corporation or misconduct (other than negligence) in the performance of
his duty to the corporation, unless and only to the extent that the Court of
Common Pleas of Hamilton County, Ohio, or the court in which such action or suit
was brought shall determine upon application that, despite such adjudication of
liability, and in view of all the circumstances, he is fairly and reasonably
entitled to all or part of such indemnification.
SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification provided by
this Article Five shall not be deemed exclusive of any other rights to which any
person seeking indemnification may be entitled under the Articles or the
Regulations or any agreement, vote of shareholders or disinterested directors,
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be an officer or director of the corporation and shall inure
to the benefit of the heirs, executors, and administrators of such a person.
SECTION 5.07. INSURANCE. The corporation may 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, trustee, officer, employee, or agent of another corporation
(domestic or foreign, nonprofit or for profit), 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 obligation or the power to
indemnify him against such liability under the provisions of this Article Five.
SECTION 5.08. CERTAIN DEFINITIONS. For purposes of this Article Five, and
as examples and not by way of limitation:
(A) A person claiming indemnification under this Article 5 shall be
deemed to have been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 5.01, or in defense of any
claim, issue or other matter therein, if such action, suit or proceeding shall
be terminated as to such person, with or without prejudice, without the entry of
a judgment or order against him, without a conviction of him, without the
imposition of a fine upon him and without his payment or agreement to pay any
amount in settlement thereof (whether or not any such termination is based upon
a judicial or other determination of the lack of merit of the claims made
against him or otherwise results in a vindication of him); and
(B) References to an "other enterprise" shall include employee
benefit plans; references to a "fine" shall include any excise taxes assessed on
a person with respect to an 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 best
interests 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" within the meaning of that term as used in this Article Five.
SECTION 5.09. VENUE. Any action, suit or proceeding to determine a claim
for indemnification under this Article Five may be maintained by the person
claiming such indemnification, or by the corporation, in the Court of Common
Pleas of Hamilton County, Ohio. The corporation and (by claiming such
indemnification) each such person consent to the exercise of jurisdiction over
its or his person by the Court of Common Pleas of Hamilton County, Ohio, in any
such action, suit or proceeding.
C. Registrant currently maintains a directors' and officers'
liability policy providing for insurance of directors and officers for liability
incurred in connection with performance of their duties as directors and
officers. Such policy does not, however, provide insurance for losses resulting
from willful or criminal misconduct.
ITEM 7. Exemption from Registration Claimed.
------------------------------------
Not Applicable.
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<PAGE> 7
ITEM 8. Exhibits.
---------
See the 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 to:
(i) Include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) Reflect in the prospectus any faces 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)
(ss.230.424(b) of this chapter) 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) 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 (1)(i)
and (1)(ii) of this section 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 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 determining liability under the Securities
Act of 1933, to treat each post-effective amendment
as a new registration statement of the securities
offered, and the offering of the securities at that
time to be the initial bona fide offering; and
(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold
at the end of the offering.
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<PAGE> 8
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 the City of Cincinnati, State of Ohio, on August 22, 1997.
WINTON FINANCIAL CORPORATION
By: /s/ Robert L. Bollin
-------------------------------
Robert L. Bollin, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Robert J. Bollin Director August 22, 1997
- -------------------------------------
Robert J. Bollin
/s/ Robert L. Bollin Director and President August 22, 1997
- --------------------------------------
Robert L. Bollin
/s/ Robert E. Hoeweler Director August 22, 1997
- ----------------------------------
Robert E. Hoeweler
/s/ Thomas H. Humes Director August 22, 1997
- ---------------------------------
Thomas H. Humes
/s/ Timothy M. Mooney Director August 22, 1997
- --------------------------------
Timothy M. Mooney
/s/ William J. Parchman Director August 22, 1997
- ----------------------------------
William J. Parchman
/s/ J. Clay Stinnett Director August 22, 1997
- ---------------------------------------
J. Clay Stinnett
/s/ Henry L. Schulhoff Director August 22, 1997
- ------------------------------------
Henry L. Schulhoff
/s/ Jill M. Burke Treasurer, Principal August 22, 1997
- ------------------------------------ Financial Officer and
Jill M. Burke Principal Accounting
Officer
</TABLE>
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<PAGE> 9
EXHIBIT INDEX
Exhibit No.
- -----------
4 Winton Financial Corporation Stock
Option and Incentive Plan.
5 Opinion of Vorys, Sater, Seymour and
Pease as to legality of shares being
offered.
23(a) Consent of Independent Public
Accountant.
23(b) Consent of Vorys, Sater, Seymour and
Pease (included in Exhibit 5).
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<PAGE> 1
Exhibit 4
WINTON FINANCIAL CORPORATION
STOCK OPTION AND INCENTIVE PLAN, AS AMENDED
1. PURPOSE OF THE PLAN. The purpose of the Winton Financial
Corporation Stock Option and Incentive Plan, as amended (hereinafter referred to
as the "Plan"), is to attract and retain the best available personnel as
employees of Winton Financial Corporation (hereinafter referred to as "Winton")
and to provide additional incentives to the employees of Winton or any present
or future parent or subsidiary of Winton. The Plan is intended to provide for
the grant of both "Incentive Stock Options", as defined in Section 422A of the
Internal Revenue Code of 1986, as amended, and non-qualified stock options.
2. DEFINITIONS. As used in the Plan, the following terms have
the corresponding meaning:
(a) "Award" means the grant by the Committee of an
Incentive Stock Option, a Non-incentive Stock Option or a
Stock Appreciation Right, or any combination thereof, as
provided in the Plan.
(b) "Board" means the Board of Directors of Winton.
(c) "Code" means the Internal Revenue Code of 1986,
as amended.
(d) "Common Stock" means the common shares, without
par value, of Winton.
(e) "Committee" means the Stock Option Committee
appointed by the Board in accordance with paragraph 4(a) of
the Plan.
(f) "Continuous Employment" or "Continuous Status as
an Employee" means the absence of any interruption or
termination of employment by Winton or any present or future
Parent or Subsidiary of Winton. Employment shall not be
considered interrupted in the case of sick leave, military
leave or any other leave of absence approved by Winton or in
the case of transfers between payroll locations of Winton or
between Winton, its Parent, its Subsidiaries or a successor.
(g) "Effective Date" means the date specified in
Section 15 of the Plan.
(h) "Employee" means any person employed on a
full-time basis by Winton or any present or future Parent or
Subsidiary of Winton.
<PAGE> 2
(i) "Incentive Stock Option" means an Option to
purchase Shares which is granted by the Committee pursuant to
Section 7 hereof and which is intended to qualify as an
incentive stock option under Section 422A of the Code. Each
and every one of the provisions of the Plan relating to
Incentive Stock Options shall be interpreted to conform to the
requirements of Section 422A of the Code.
(j) "Non-incentive Stock Option" means an Option to
purchase Shares which is granted by the Committee pursuant to
Section 8 of this Plan or granted by the Board pursuant to
Section 4 of this Plan and which is not intended to qualify
under Section 422A of the Code.
(k) "Option" means an Incentive Stock Option or
Non-incentive Stock Option granted pursuant to this Plan.
(l) "Optioned Stock" means Common Stock subject to an
Option granted pursuant to the Plan.
(m) "Optionee" means any person who receives an
Option.
(n) "Parent" means any present or future corporation
which would be a "Parent Corporation" as defined in
Subsections 425(e) and (g) of the Code.
(o) "Participant" means any director, officer or key
employee of Winton or of any Parent or Subsidiary of Winton or
any other person providing a service to Winton who is selected
by the Committee to receive an Award.
(p) "Plan" means this Winton Financial Corporation
Stock Option and Incentive Plan, as amended.
(q) "Related" means (i) in the case of a Stock
Appreciation Right, a Stock Appreciation Right which is
granted in connection with, and to the extent exercisable, in
whole or in part, in lieu of, an Option and (ii) in the case
of an Option, an Option with respect to which and to the
extent to which a Stock Appreciation Right is exercisable, in
whole or in part, in lieu thereof has been granted.
(r) "Repurchase Right" means the right defined in
Section 11 of this Plan.
(s) "Share" or "Shares" means one or more shares of
the Common Stock.
(t) "Stock Appreciation Right" means a Stock
Appreciation Right with respect to Shares granted by the
Committee pursuant to Section 12 hereof.
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(u) "Subsidiary" means any present or future
corporation which would be a "Subsidiary Corporation" as
defined in Subsections 425(f) and (g) of the Code.
(v) "Winton" means Winton Financial Corporation.
3. SHARES SUBJECT TO THE PLAN. Except as otherwise required by
the provisions of Section 13 hereof, the aggregate number of Shares with respect
to which Awards may be made pursuant to the Plan shall not exceed 324,840
authorized and unissued or treasury Shares. Shares which are subject to Stock
Appreciation Rights and Related Options shall be counted only once in
determining whether the maximum number of Shares with respect to which Awards
may be granted under the Plan has been exceeded. An Award shall not be
considered to have been made under the Plan with respect to and Option or Stock
Appreciation Right which terminates and new Awards may be granted under the Plan
with respect to the number of Shares as to which such termination has occurred.
4. ADMINISTRATION OF THE PLAN.
(a) POWERS OF THE COMMITTEE. The Plan shall be
administered by the Committee, the members of which shall be appointed by the
Board. The Committee is authorized to interpret the Plan; to prescribe, amend
and rescind rules and regulations relating to the Plan; to determine the form
and content of Awards to be issued under the Plan; and to make other
determinations necessary or advisable for the administration of the Plan. The
Committee shall have and may exercise such other power and authority as may be
delegated to it by the Board from time to time. A majority of the entire
Committee shall constitute a quorum, and the action of a majority of the members
present at any meeting at which a quorum is present shall be deemed the action
of the Committee. In no event shall the Committee revoke outstanding Awards
without the consent of the Participant. The president of Winton and such other
officers as shall be designated by the Committee are hereby authorized to
execute instruments evidencing Awards on behalf of Winton and to cause them to
be delivered to Participants.
(b) EFFECT OF COMMITTEE DECISIONS. All decisions,
determinations and interpretations of the Plan by the Committee shall be final
and conclusive on all persons affected thereby.
5. ELIGIBILITY.
(a) OPTIONEES. The Committee shall from time to time
determine the officers, directors, key employees and other persons to whom
Options or Awards shall be granted under the Plan, the number of Shares subject
to granted Options and the designation of granted Options as Incentive Stock
Options and/or Non-incentive Stock Options. In selecting the Participants and in
determining the number of Shares of Common Stock to be granted to each such
Participant pursuant to each Award granted under the Plan, the Committee may
consider the nature of the services rendered by each such Participant, each such
Participant's current and
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potential contribution to Winton and such other factors as the Committee may, in
its sole discretion, deem relevant. Officers, directors, key employees or other
persons who have been granted an Award may, if otherwise eligible, be granted
additional Options or Awards.
(b) LIMITATIONS. The aggregate fair market value
(determined as of the date the Option is granted) of the Shares with respect to
which Incentive Stock Options are exercisable for the first time by each
Employee during any calendar year (under all Incentive Stock Option Plans, as
defined in Section 422A of the Code, of Winton or any present or future Parent
or Subsidiary of Winton) shall not exceed $100,000. Notwithstanding the
preceding provisions of this Section 5, the Committee may grant Options in
excess of the foregoing limitations; provided, however, that such excess Options
shall be clearly and specifically designated as not being Incentive Stock
Options.
6. TERM OF PLAN. The Plan shall continue in effect for a term
of ten (10) years from the Effective Date, unless earlier terminated pursuant to
Section 18. No Option shall be granted under the Plan after ten (10) years from
the Effective Date.
7. TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS. Incentive
Stock Options may be granted only to Participants who are Employees. Each
Incentive Stock Option granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee shall from time to time approve. Each
and every Incentive Stock Option granted pursuant to the Plan shall comply with,
and be subject to, the following terms and conditions:
(a) OPTION PRICE.
(i) The price per Share at which each
Incentive Stock Option granted under the Plan may be exercised
shall not, as to any Particular Incentive Stock Option, be
less than the fair market value of the Common Stock at the
time such Incentive Stock Option is granted. For such
purposes, if the Common Stock is traded otherwise than on a
national securities exchange at the time of the granting of an
Option, then the price per share of the Optioned Stock shall
be not less than the mean between the bid and asked price on
the date the incentive Stock Option is granted or, if there is
no bid and asked price on such date, then on the next prior
business day on which there was a bid and asked price.
(ii) If no such bid and asked price is
available, then the price per Share shall be determined by the
Committee. If the Common Stock is listed on a national
securities exchange at the time of the granting of an
Incentive Stock Option, then the price per Share shall be not
less than the average of the highest and lowest selling price
on such exchange on the date such Incentive Stock Option is
granted or, if there were no sales on such date, then the
option price shall be not less than the mean between the bid
and asked price on such date.
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(iii) In the case of an Employee who owns
Common Stock representing more than ten percent (10%) of the
Outstanding Common Stock at the time the Incentive Stock
Option is granted, the Incentive Stock Option price shall not
be less than one hundred and ten percent (110%) of the fair
market value of the Common Stock at the time the Incentive
Stock Option is granted
(b) PAYMENT. Full payment for each Share of Common
Stock purchased upon the exercise of any Incentive Stock Option granted under
the Plan shall be made at the time of exercise of each such Incentive Stock
Option and shall be paid in cash, Common Stock or a combination of cash and
Common Stock. Common Stock utilized in full or partial payment of the exercise
price shall be valued at its fair market value at the date of exercise. Winton
shall accept full or partial payment in Common Stock only to the extent
permitted by applicable law. No Shares of Common Stock shall be issued until
full payment therefor has been received by Winton and no Optionee shall have any
of the rights of a Shareholder of Winton until Shares of Common Stock are issued
to such Optionee.
(c) TERM OF INCENTIVE STOCK OPTION. The term of each
Incentive Stock Option granted pursuant to the Plan shall be not more than ten
(10) years from the date each such Incentive Stock Option is granted; provided,
however, that in the case of an Employee who owns a number of Shares
representing more than 10% of the Common Stock outstanding at the time the
Incentive Stock Option is granted the term of the Incentive Stock Option shall
not exceed five (5) years.
(d) EXERCISE GENERALLY. Except as otherwise provided
in Section 9 hereof, no Incentive Stock Option may be exercised unless the
Optionee shall have been in the employ of Winton at all times during the period
beginning with the date of grant of any such Incentive Stock Option and ending
on the date which is three (3) months before the date of exercise of any such
Incentive Stock Option. The Committee may impose additional conditions upon the
right of an Optionee to exercise any Incentive Stock Option granted hereunder as
long as such conditions are not inconsistent with the terms of the Plan or the
requirements for qualification as an Incentive Stock Option under Section 422A
of the Code.
(e) TRANSFERABILITY. Any Incentive Stock Option
granted pursuant to the Plan shall be exercised during any Optionee's lifetime
only by the Optionee to whom such Option is granted and shall not be assignable
or transferable otherwise than by will or by the laws of descent and
distribution.
8. TERMS AND CONDITIONS OF NON-INCENTIVE STOCK OPTIONS. Each
Non-incentive Stock Option granted pursuant to the Plan shall be evidenced by
an instrument in such form as the Committee shall from time to time approve.
Each and every Non-incentive Stock Option granted pursuant to the Plan shall
comply with and be subject to the following terms and conditions:
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<PAGE> 6
(a) OPTION PRICE. The exercise price per Share of
Common Stock for each Non-incentive Stock Option granted pursuant to the Plan
shall be such price as the Committee may determine in its sole discretion.
(b) PAYMENT. Full payment for each Share of Common
Stock purchased upon the exercise of any Non-incentive Stock Option granted
under the Plan shall be made at the time of exercise of each such Non-incentive
Stock Option and shall be paid in cash, Common Stock or a combination of cash
and Common Stock. Common Stock utilized in full or partial payment of the
exercise price shall be valued at its fair market value at the date of exercise.
Winton shall accept full or partial payment in Common Stock only to the extent
permitted by applicable law. No Shares of Common Stock shall be issued until
full payment therefor has been received by Winton and no Optionee shall have any
of the rights of a shareholder of Winton until the Shares of Common Stock are
issued to such Optionee.
(c) TERM OF NON-INCENTIVE STOCK OPTION. The term of
each Non-incentive Stock Option granted pursuant to the Plan shall not be more
than ten (10) years from the date each such Non-incentive Stock Option is
granted; provided, however, that, in the case of an Employee who owns a number
of Shares representing more than 10% of the Common Stock outstanding at the time
the Non-incentive Stock Option is granted, the term of the Non-incentive Stock
Option shall not exceed five (5) years.
(d) EXERCISE GENERALLY. The Committee may impose such
conditions upon the right of any participant to exercise any Non-incentive Stock
Option granted hereunder as long as such conditions are not inconsistent with
the terms of the Plan.
(e) TRANSFERABILITY. Any Non-incentive Stock Option
granted pursuant to the Plan shall be exercised during any Optionee's lifetime
only by the Optionee to whom such Option is granted and shall not be assignable
or transferable otherwise than by will or by the laws of descent and
distribution.
9. EFFECT OF TERMINATION OF EMPLOYMENT. DISABILITY OR DEATH ON
INCENTIVE STOCK OPTIONS.
(a) TERMINATION OF EMPLOYMENT In the event that any
Optionee's employment by Winton shall terminate for any reason, other than
permanent and total disability (as such term is defined in Section 22(e)(3) of
the Code) or death all of any such Optionee's Incentive Stock Options and all of
any such Optionee's rights to purchase or receive Shares of Common Stock
pursuant thereto shall automatically terminate on the date of such termination
of employment; provided, however, that no termination of an Optionee's Incentive
Stock Options shall occur in the event that (i) the Committee authorizes the
Optionee to exercise any such Incentive Stock Options at any time before the
earlier of (I) the respective expiration dates of any such Incentive Stock
Options or (II) the expiration of not more than three (3) months after the date
of such termination of employment and (ii) the Optionee was entitled to exercise
any such Incentive Stock Options at the date of such termination of employment.
In the event that a Subsidiary ceases to be a Subsidiary of Winton, the
employment of all of its Employees who are
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<PAGE> 7
not immediately thereafter Employees of Winton shall be deemed to terminate upon
the date such Subsidiary so ceases to be a Subsidiary of Winton.
(b) DISABILITY. In the event that any Optionee's
employment by Winton shall terminate as the result of the permanent and total
disability of such Optionee and the Optionee was entitled to exercise Incentive
Stock Options at the date of such termination of employment, such Optionee may
exercise any Incentive Stock Options granted to him pursuant to the Plan at any
time prior to the earlier of (i) the respective expiration dates of any such
Incentive Stock Options or (ii) the date of which is one (1) year after the date
of such termination of employment.
(c) DEATH. In the event of the death of any Optionee
on a date on which the Optionee was entitled to exercise any such Incentive
Stock Options, any Incentive Stock Options granted to any such Optionee may be
exercised by the person or persons to whom the Optionee's rights under any such
Incentive Stock Options pass by will or by the laws of descent and distribution
(including the Optionee's estate during the period of administration) at any
time prior to the earlier of (i) the respective expiration dates of any such
Incentive Stock Options or (ii) the date which is six (6) months after the date
of death of such Optionee (or such later period not exceeding one (1) year to
which the Committee may, in its discretion, extend such period). For purposes of
this Section 9(c), any Incentive Stock Option held by an Optionee shall be
considered exercisable at the date of his death if the only unsatisfied
condition precedent to the exercisability of such Incentive Stock Option at the
date of death is the passage of a specified period of time.
(d) TERMINATION OF INCENTIVE STOCK OPTIONS. To the
extent that any Incentive Stock Option granted under the Plan to any Optionee
whose employment by Winton terminates shall not have been exercised within the
applicable period set forth in this Section 9, any such Incentive Stock Option,
and all rights to purchase or receive shares of Common Stock pursuant thereto
shall terminate on the last date of the applicable period.
10. EFFECT OF TERMINATION OF EMPLOYMENT. DISABILITY OR DEATH
ON NON- INCENTIVE STOCK OPTIONS. The terms and conditions of Non-incentive Stock
Options relating to the effect of the termination of an Optionee's employment,
disability of an Optionee or his death shall be such terms and conditions as the
Committee shall, in its sole discretion, determine at the time of termination.
11. RIGHT OF REPURCHASE AND RESTRICTIONS ON DISPOSITION. The
Committee, in its sole discretion, may include, as a term of any Incentive Stock
Option or Non-incentive Stock Option, the right (herein referred to as the
"Repurchase Right"), but not the obligation, to repurchase all or any amount of
the Shares acquired by an Optionee pursuant to the exercise of any such Options.
The intent of the Repurchase Right is to encourage the continued employment of
the Optionee. The Repurchase Right shall provide for, among other terms, a
specified duration of the Repurchase Right, a specified price per Share to be
paid upon the exercise of the Repurchase Right and a restriction on the
disposition of the Shares by the Optionee during the period of the Repurchase
Right. The Repurchase Right may permit Winton to transfer or assign
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<PAGE> 8
such right to another party. Winton may exercise the Repurchase Right only to
the extent permitted by applicable law.
12. STOCK APPRECIATION RIGHTS. A Stock Appreciation Right
shall, upon its exercise, entitle the Participant to whom such Stock
Appreciation Right is granted, to receive a number of Shares or cash or
combination thereof, as the Committee in its discretion shall determine, the
aggregate value of which (i.e., the sum of the amount of cash and/or the fair
market value of such Shares on the date of exercise) shall equal (as nearly as
possible) the amount by which the fair market value per Share on the date of
such exercise shall exceed the exercise price of such Stock Appreciation Right,
multiplied by the number of Shares with respect to which such Stock Appreciation
Right shall have been exercised. A Stock Appreciation Right may be Related to an
Option or may be granted independently of any Option and the Committee shall
determine whether and to what extent a Related Stock Appreciation Right shall be
granted with respect thereto; provided, however, that notwithstanding any other
provision of the Plan, in the event that the Related Option is an Incentive
Stock Option, the Related Stock Appreciation right shall satisfy all the
restrictions and limitations of Section 7 hereof as if such Related Stock
Appreciation Right were an Incentive Stock Option. In the case of a Related
Option, such Related Option shall cease to be exercisable to the extent of the
Shares with respect to which the Related Stock Appreciation Right was exercised.
Upon the exercise or termination of a Related Option, any Related Stock
Appreciation Right shall terminate to the extent of the Shares with respect to
which the Related Option was exercised or terminated.
13. RECAPITALIZATION. MERGER. CONSOLIDATIONS CHANGE IN CONTROL
AND SIMILAR TRANSACTIONS.
(a) ADJUSTMENT. Subject to any required action by the
Shareholders of Winton, the aggregate number of Shares of Common Stock for which
Stock Options may be granted hereunder, the number of Shares of Common Stock
covered by each outstanding Option and the exercise price per Share of Common
Stock of each such Stock Option shall all be proportionately adjusted for any
increase or decrease in the number of issued and outstanding Shares of Common
Stock resulting from a subdivision or consolidation of Shares or the payment of
a stock dividend (but only on the Common Stock) or any other increase or
decrease in the number of such Shares of Common Stock effected without the
receipt of consideration by Winton.
(b) CHANGE IN CONTROL. All Outstanding Options shall
become immediately exercisable in the event of a change in control or imminent
change in control of Winton, as determined by the Committee. For purposes of
this Section, change in control shall mean: (i) the execution of an agreement
for the sale of all, or a material portion, of the assets of Winton; (ii) the
execution of an agreement for a merger or recapitalization of Winton or any
merger or recapitalization whereby Winton is not the surviving entity; (iii) a
change of control of Winton, as defined or determined by the Office of Thrift
Supervision in the United States Department of the Treasury; or (iv) the
acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of the term "beneficial ownership" as defined under Section 13(d) of the
Securities Exchange Act of 1934 and the rules promulgated thereunder) of
twenty-five
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<PAGE> 9
percent (25%) or more of the outstanding voting securities of Winton by any
person, trust, entity or group. For purposes of this Section, "imminent change
in control" shall refer to any offer or announcement, oral or written, by any
person or any persons acting as a group, to acquire control of Winton.
(c) EXTRAORDINARY CORPORATE ACTION. Subject to any
required action by the shareholders of Winton, in the event of any change in
control, recapitalization, merger, consolidation, exchange of shares, spin-off,
reorganization, tender offer, liquidation or other extraordinary corporate
action or event, the Committee, in its sole discretion, shall have the power,
before or subsequent to such action or event, to:
(i) Adjust as appropriate the number of
Shares of Common Stock subject to each Option, the exercise
price per Share of Common Stock and the consideration to be
given or received by Winton upon the exercise of any
outstanding Option;
(ii) Cancel any or all previously granted
Options; provided, however, that appropriate consideration is
paid to the Optionee in connection therewith; and/or
(iii) Make such other adjustments in
connection with the Plan as the Committee, in its sole
discretion, deems necessary, desirable, appropriate or
advisable; provided, however, that no action shall be taken by
the Committee which would cause Incentive Stop Options granted
pursuant to the Plan to fail to meet the requirements of
Section 422A of the Code.
Except as expressly provided in Section 13(a) and 13(b) hereof, no Optionee
shall have any rights by reason of the occurrence of any of the events described
in this Section 13.
(d) ACCELERATION. The Committee shall at all times
have the power to accelerate the exercise date of Options previously granted
under the Plan.
14. TIME OF GRANTING OPTIONS. The date of grant of an Option
under the Plan shall, for all purposes, be the date on which the Committee makes
the determination to grant such Option. Notice of the determination shall be
given to each employee to whom an Option is so granted within a reasonable time
after the date of such grant.
15. EFFECTIVE DATE. The Plan shall become effective upon the
completion of the conversion of The Winton Savings and Loan Company from mutual
to stock form.
16. APPROVAL BY SHAREHOLDERS. The Plan shall be approved by
the Shareholders of The Winton Savings and Loan Company within twelve (12)
months before or after the date it becomes effective.
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<PAGE> 10
17. MODIFICATION OF OPTIONS. At any time and from time to
time, the Board may authorize the Committee to direct the execution of an
instrument providing for the modification of any outstanding Option; provided,
however, that no such modification, extension or renewal shall confer on the
holder of such Option any right or benefit which could not be conferred on him
by the grant of a new Option at such time and shall not materially decrease the
Optionee's benefits under the Option without the consent of the holder of the
Option, except as otherwise permitted under Section 18 hereof.
18. AMENDMENT AND TERMINATION OF THE PLAN.
(a) ACTION BY THE BOARD. The Board may alter suspend
or discontinue the Plan, except that no action of the Board may increase (other
than as provided in Section 13) the maximum number of Shares permitted to be
optioned under the Plan, materially increase the benefits accruing to
Participants under the Plan or materially modify the requirement for eligibility
for participation in the Plan unless such action of the Board shall be subject
to approval or ratification by the shareholders of Winton.
(b) CHANGE IN APPLICABLE LAW. Notwithstanding any
other provision contained in the Plan, in the event of a change in any federal
or state law, rule or regulation which would make the exercise of all or part of
any previously granted Incentive Stock Option and/or Non-incentive Stock Option
unlawful or subject Winton to any penalty, the Committee may restrict any such
exercise without the consent of the Optionee or other holder thereof in order to
comply with any such law, rule or regulation or to avoid any such penalty.
19. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be
issued with respect to any Option granted under the Plan unless the issuance and
delivery of such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the rules
and regulations promulgated thereunder, any applicable state securities law and
the requirements of any stock exchange upon which the Shares may then be listed.
The inability of Winton to obtain from any regulatory body or authority deemed
by Winton's counsel to be necessary for the lawful issuance and sale of any
Shares hereunder shall relieve Winton of any liability in respect of the
non-issuance or sale of such Shares. As a condition to the exercise of an
Option, Winton may require the person exercising the Option to make such
representations and warranties as may be necessary to assure the availability of
an exemption from the registration requirement of federal or state securities
law.
20. RESERVATION OF SHARES. During the term of the Plan, Winton
will reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
21. UNSECURED OBLIGATION. No Participant under the Plan shall
have any interest in any fund or special asset of Winton by reason of the Plan
or the grant of any Incentive Stock Option or Non-incentive Stock Option to him
under the Plan. No trust fund shall be created in connection with the Plan or
any grant of any Incentive Stock Option or Non-Incentive Stock Option hereunder
and there shall be no required funding of amounts which may become payable to
any Participant.
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<PAGE> 11
22. WITHHOLDING TAX. Winton shall have the right to deduct
from all amounts paid in cash with respect to the exercise of a Stock
Appreciation Right under the Plan any taxes required by law to be withheld with
respect to such cash payments. Where a Participant or other person is entitled
to receive Shares pursuant to the exercise of an Option or Stock Appreciation
Right pursuant to the Plan, Winton shall have the right to require the
Participant or such other person to pay Winton the amount of any taxes which
Winton is required to withhold with respect to such Shares, or, in lieu thereof,
to sell without notice a number of such Shares sufficient to cover the amount
required to be withheld.
23. GOVERNING LAW. The Plan shall be governed by and construed
in accordance with the laws of the State of Ohio, except to the extent that
Federal law shall be deemed to apply.
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Exhibit 5
[VORYS, SATER SEYMOUR AND PEASE LETTERHEAD]
August 22, 1997
Board of Directors
Winton Financial Corporation
5511 Cheviot Road
Cincinnati, Ohio 45247
Gentlemen:
We have acted as counsel for WFC Financial Corporation (the
"Company"), in connection with the proposed issuance and sale of the common
shares of the Company, no par value (the "Common Shares"), upon the exercise of
options granted to purchase such Common Shares pursuant to the Winton Financial
Corporation Stock Option and Incentive Plan, as amended (the "Plan") as
described in the Registration Statements on Form S-8 to be filed with the
Securities and Exchange Commission on or about August 22, 1997 (the
"Registration Statements"), for the purpose of registering 324,840 Common Shares
reserved for issuance under the Plan pursuant to the provisions of the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.
In connection with this opinion, we have examined originals or
certified, conformed or reproduction copies of, and have relied upon the
accuracy of, without independent verification or investigation, the following:
(a) the Registration Statement; (b) the Company's Articles of Incorporation, as
amended and as certified by the Secretary of State of Ohio on August 20, 1997;
(c) the Code of Regulations of the Company as certified by the Treasurer of the
Company on August 21, 1997; (d) an Action in Writing by the Stock Option
Committee of WFC, dated January 28, 1994; (e) an Action in Writing by the Stock
Option Committee dated March 18, 1994; (f) the minutes of the meeting of the
shareholders of the Company held on January 27, 1995; (g) certified minutes of
the meeting of the Stock Option Committee of WFC dated April 19, 1996; (h)
certified minutes of the Stock Option Committee of WFC, dated September 27,
1996; (i) a Certificate of Good Standing with respect to the Company issued by
the Secretary of State of Ohio dated August 20, 1997; (j) a Certificate of the
<PAGE> 2
Board of Directors
Winton Financial Corporation
August 22, 1997
Page 2
President and Treasurer of the Company dated August 21, 1997; and (k) such other
representations of the Company and its officers as we have deemed relevant.
In our examinations, we have assumed the genuineness of all
signatures, the conformity to original documents of all documents submitted to
us as copies and the authenticity of such originals of such latter documents. We
have also assumed the due preparation of share certificates and compliance with
applicable federal and state securities laws.
Based solely upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that after the Common Shares shall have been issued by the Company
upon the exercise of the options and payment therefor in full in the manner
provided in the Plan and in the Registration Statements (when they become
effective), such Common Shares issued upon the exercise of such options will be
validly issued, fully paid and non-assessable.
This opinion is limited to the federal laws of the United
States and to the laws of the State of Ohio having effect as of the date hereof.
This opinion is furnished by us solely for the benefit of the Company in
connection with the offering of the Common Shares and the filing of the
Registration Statements and any amendments thereto. This opinion may not be
relied upon by any other person or assigned, quoted or otherwise used without
our specific written consent.
We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement and to the reference to us in the
Registration Statement.
Very truly yours,
/s/ VORYS, SATER, SEYMOUR AND PEASE
VORYS, SATER, SEYMOUR AND PEASE
<PAGE> 1
Exhibit 23(a)
ACCOUNTANTS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Winton Financial Corporation on Form S-8, of our report dated
November 26, 1996, accompanying the consolidated financial statements of Winton
Financial Corporation ("WFC") included as part of the WFC 1996 Annual Report to
Shareholders filed as Exhibit 20 to the WFC Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1996.
/s/ Grant Thornton LLP
Cincinnati, Ohio
August 21, 1997
