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As filed with the Securities and Exchange Commission on May 19, 1998
Registration No. ________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------------------
CROGHAN BANCSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
OHIO 31-1073048
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
323 Croghan Street, Fremont, Ohio 43420
(Address of Principal Executive Offices Including Zip Code)
THE CROGHAN COLONIAL BANK
401(k) PROFIT SHARING PLAN
(Full Title of the Plan)
Thomas F. Hite
President and Chief Executive Officer
Croghan Bancshares, Inc.
323 Croghan Street
Fremont, Ohio 43420
(Name and Address of Agent For Service)
(419) 332-7301
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================
Proposed Proposed
Title of Maximum Maximum Aggregate Amount of
Securities to Amount to be Offering Price Offering Registration
be Registered Registered Per Share (2) Price (2) Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 5,000 $50.84 $ 254,200 $ 74.99
$12.50 par value
per share
================================================================================================
<FN>
(1) Pursuant to Rule 416(c) of the Securities Act of 1993 ("Securities
Act"), this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to The Croghan Colonial
Bank 401(k) Profit Sharing Plan (the "Plan").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraph (h) of Rule 457 under the Securities Act, on the
basis of the book value of such securities computed as of May 15, 1998.
</TABLE>
This document contains 9 pages. The Exhibit Index appears on page 7.
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Part II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed by Croghan Bancshares, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(1) the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997;
(2) the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998; and
(3) the description of the Registrant's Common Shares,
par value $12.50 per share (the "Common Shares") contained
in the Registration Statement filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of
1934 (the "Exchange Act") for purposes of registering such
securities thereunder, and any amendments and reports filed
for the purpose of updating that description.
All documents subsequently filed by the Registrant and/or by The
Croghan Colonial Bank 401(k) Profit Sharing Plan (the "Plan") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold shall be deemed
to be incorporated herein by reference and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 13(E) of the Ohio General Corporation Law, Ohio Revised Code
ss.1701.13(E), empowers Ohio corporations, subject to certain limitations, to
indemnify their directors, officers, employees and agents against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by them in connection with any pending or
threatened action, suit or proceeding relating to services for or at the request
of the corporation if they acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to a criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. Indemnification for pending or threatened
actions by or in the right of the corporation itself is prohibited for certain
claims and is subject to certain additional conditions where the indemnified
person has been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation. Article III, Section 8, of the
Registrant's Code of Regulations restates such statutory indemnification
provisions in mandatory terms for directors, officers, employees and agents of
the Corporation.
The Registrant is also authorized under Ohio General Corporation Law
and its Code of Regulations to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Registrant
against any liability asserted against and incurred by him or her in any such
capacity, whether or not the Registrant could have indemnified such person
against such liability under the provisions of the Ohio General Corporation Law.
Pursuant to such authority, commencing April 1, 1992, the Registrant has
obtained directors' and officers' liability insurance that will pay, subject
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to policy limitations and retentions, for loss arising from any claim against a
director or officer of the Registrant or its subsidiary, The Croghan Colonial
Bank by reason of a wrongful act done in his or her respective capacity,
including breaches of duty, neglect, errors, misstatements, misleading
statements and omissions. An act brought about or contributed to by dishonesty
is excluded, as is an accounting for profits made from the purchase or sale of
the Corporation's securities within the meaning of Section 16(b) of the Exchange
Act.
Item 7. Exemption from Registration Claims
----------------------------------
Not Applicable.
Item 8. Exhibits
--------
4.1 Amended Articles of Incorporation of the Registrant
(previously filed as Exhibit 3(i) to the Registrant's
Quarterly Report on Form 10-QSB for the quarter ended June 30,
1997 and incorporated herein by reference).
4.2 Amended Code of Regulations of the Registrant (previously
filed as Exhibit 2 to the Registrant's Registration Statement
on Form 10 pursuant to Section 12(g) of the Exchange Act and
incorporated herein by reference).
5.1 Opinion as to the legality of the securities being registered.
23.1 Consent of Independent Auditor.
23.2 The consent of counsel concerning use of the legal
opinion as an exhibit to this Registration Statement is
included in the opinion filed herewith as Exhibit 5.
In lieu of an Internal Revenue Service determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code, the undersigned
Registrant provides the following undertaking. The Registrant has submitted the
Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and undertakes to make all changes required by the IRS in order to
qualify the Plan.
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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information
required to be included in a
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post-effective amendment by those paragraphs is
contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (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 in the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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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 Fremont, State of Ohio, on May 12, 1998.
CROGHAN BANCSHARES, INC.
By: /s/ Thomas Hite
-----------------------------------------
President and Chief Executive Officer
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 May 12, 1998.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas Hite Director, President and Chief May 12 1998
- -------------------------- Executive Officer
Thomas F. Hite (Principal Executive Officer)
/s/ Allan E. Mehlow Vice President and May 12,1998
- -------------------------- Treasurer
Allan E. Mehlow (Principal Financial and
Accounting Officer)
/s/ Albert C. Nichols Chairman of the Board May 12, 1998
- ---------------------------
Albert C. Nichols
/s/ Janet E. Burkett Director May 12, 1998
- ---------------------------
Janet E. Burkett
/s/ John P. Keller Director May 12, 1998
- ---------------------------
John P. Keller
/s/ Stephen A. Kemper Director May 12, 1998
- ---------------------------
Stephen A. Kemper
/s/ Daniel W. Lease Director May 12, 1998
- ---------------------------
Daniel W. Lease
/s/ Robert H. Moyer Director May 12, 1998
- ---------------------------
Robert H. Moyer
/s/ K. Brian Pugh Director May 12, 1998
- ---------------------------
K. Brian Pugh
/s/ Clemens J. Szymanowski Director May 12, 1998
- ---------------------------
Clemens J. Szymanowski
/s/ J. Terrence Wolfe Director May 12, 1998
- ---------------------------
J. Terrence Wolfe
/s/ Claude E. Young Director May 12, 1998
- ---------------------------
Claude E. Young
/s/ Gary L. Zimmerman Director May 12, 1998
- ---------------------------
Gary L. Zimmerman
</TABLE>
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The Plan. Pursuant to the requirement of the Securities Act of 1933,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Fremont, State of
Ohio, on the 12th day of May, 1998.
THE CROGHAN COLONIAL BANK
401(k) PROFIT SHARING PLAN
By: Plan Administrative Committee
/s/ Margaret V. Ramirez
------------------------
Margaret V. Ramirez
/s/ David M. Sabo
------------------------
David M. Sabo
/s/ James K. Walter
------------------------
James K. Walter
/s/ Josephine L. Weyer
------------------------
Josephine L. Weyer
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<TABLE>
<CAPTION>
EXHIBIT INDEX
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EXHIBIT DESCRIPTION PAGE NO.
- ------- ----------- --------
<S> <C> <C>
4.1 Amended Articles of Incorporation of the Registrant (previously
filed as Exhibit 3(i) to the Registrant's Quarterly Report on Incorporated herein
Form 10-QSB for the quarter ended June 30, 1997 and incorporated by reference
herein by reference).
4.2 Amended Code of Regulations of the Registrant (previously filed as Incorporated herein by
Exhibit 2 to the Registrant's Registration Statement on Form 10 reference
pursuant to Section 12(g) of the Exchange Act and incorporated
herein by reference).
5.1 Opinion as to the legality of the securities being registered. 8
23.1 Consent of Independent Auditor. 9
23.2 The consent of counsel concerning use of the legal opinion as 8
an exhibit to this Registration Statement is included in the opinion
filed herewith as Exhibit 5.
</TABLE>
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Exhibit 5.1
May 19, 1998
Croghan Bancshares, Inc.
323 Croghan Street
Fremont, OH 43420
Re: Registration Statement on Form S-8 for The Croghan
Colonial Bank 401(k) Profit Sharing Plan
Sir or Madam:
We have acted as counsel to Croghan Bancshares, Inc. (the
"Company") in connection with the preparation and filing of its Registration
Statement on Form S-8 with the Securities and Exchange Commission pursuant to
the requirements of the Securities Act of 1933, as amended, for the registration
of an aggregate of 5,000 shares of the common stock of the Company, par value
$12.50 per share (the "Shares"), to be offered to eligible employees as an
investment option offered under The Croghan Colonial Bank 401(k) Profit Sharing
Plan (the "Plan").
In connection with the following opinion, we have examined and have
relied upon such documents, records, certificates, statements and instruments as
we have deemed necessary and appropriate to render the opinion herein set forth.
Based upon the foregoing, it is our opinion that the Shares, when
issued and sold to the Plan, pursuant to investment elections made by eligible
employees in a manner consistent with the terms of the Plan, will be legally
issued, fully paid and nonassessable.
The undersigned hereby consents to the filing this opinion as
Exhibit 5.1 to the Registration Statement on Form S-8 and to the use of its name
in the Registration Statement.
Very truly yours,
/s/ Shumaker, Loop & Kendrick, LLP
SHUMAKER, LOOP & KENDRICK, LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to The Croghan Colonial Bank 401(k) Profit Sharing Plan, as
amended, of our report dated January 13, 1998, with respect to the consolidated
financial statements of Croghan Bancshares, Inc. incorporated by reference in
its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with
the Securities and Exchange Commission.
/s/ Clifton Gunderson LTD.
CLIFTON GUNDERSON LTD.
Toledo, Ohio
May 18, 1998
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