As Filed with the Securities and Exchange Commission on June 2, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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REGISTRATION STATEMENT ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
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OTTAWA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 38-3172166
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
245 Central Avenue, Holland, Michigan 49423
(Address of principal executive offices) (Zip Code)
THE OTTAWA FINANCIAL CORPORATION
1995 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
James S. Fleischer, P.C.
Michael S. Sadow, P.C.
Song A. Pak, Esquire
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
7th Floor, East Tower
1100 New York Ave., NW
Washington, DC 20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price aggregate Amount of
be registered registered(1) per share offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 283,860 shares $21.75(2) $6,173,955(2) $1,717(2)
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</TABLE>
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of certain
events specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee, at $21.75 per share, which was the
average of the high and low sale price of the common stock on the Nasdaq
National Market on May 26, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended, the purpose of this Registration Statement on Form S-8 is to
register additional shares of the common stock, par value $.01 per share, of
Ottawa Financial Corporation (the "Company"), authorized for issuance under the
Company's 1995 Stock Option and Incentive Plan, as amended (the "Plan"). The
contents of the Company's previously filed Registration Statement on Form S-8
(File No. 333-4242) relating to the Plan (the "Initial Registration Statement")
are incorporated herein by reference, except as otherwise updated or modified by
this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously or concurrently filed by Ottawa
Financial Corporation (the "Company") with the Commission are hereby
incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1998 (File No. 0-24118)filed pursuant to the Securities and Exchange
Act of 1934, as amended (the "Exchange Act");
(b) all reports filed by the Company pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to above;
(c) the Company's definitive proxy statement for its annual meeting of
stockholders held on April 27, 1999; and
(d) the description of the common stock, par value $.01 per share, of the
Company on Form 8-A (File No. 0-24118) filed with the Commission on June
14, 1994 and all amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference into this Registration
Statement and to be a part thereof from the date of the filing of such
documents. Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the prospectus to
the extent that a statement contained herein or therein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein or therein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement and the
prospectus.
The Company will furnish without charge to each person to whom a prospectus
constituting a part of this Registration Statement is delivered, on the written
or oral request of such person, a copy of any or all of the documents
incorporated by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference to the information that is
incorporated). Requests should be directed to Ronald L. Haan, Secretary, Ottawa
Financial Corporation, 245 Central Avenue, Holland, Michigan 49423, telephone
number (616) 393-7000.
All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
Item 8. Exhibits.
See Exhibit Index.
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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 the
requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Holland, State of Michigan, on May 28, 1999.
OTTAWA FINANCIAL CORPORATION
Date: May 28, 1999 By: /s/ Douglas J. Iverson
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Douglas J. Iverson
Vice Chairman of the Board and
Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Douglas J. Iverson, his true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming said attorney-in-fact and agent or his substitutes or
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
By: /s/ Douglas J. Iverson By: /s/ Gordon H. Cunningham
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Douglas J. Iverson, Vice Chairman of Gordon H. Cunningham,
the Board and Chief Executive Officer Chairman of the Board
(Principal Executive Officer)
Date: May 28, 1999 Date: May 28, 1999
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By: /s/ Ronald L. Haan By: /s/ Gordon L. Grevengoed
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Ronald L. Haan, President Gordon L. Grevengoed, Director
and Director
Date: May 28, 1999 Date: May 28, 1999
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<PAGE>
By: /s/ Leon E. Koops By: /s/ Brian W. Koop
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Leon E. Koops, Director Brian W. Koop, Director
Date: May 28, 1999 Date: May 28, 1999
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By: /s/ Ronald J. Bieke By: /s/ B. Patrick Donnelly, III
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Ronald J. Bieke, Director B. Patrick Donnelly, III,
Director
Date: May 28, 1999 Date: May 28, 1999
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By: /s/ Robert D. Kolk By:
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Robert D. Kolk, Director Richard T. Walsh, Director
Date: May 28, 1999 Date:
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By: /s/ Jon W. Swets
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Jon W. Swets, Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
Date: May 28, 1999
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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Exhibit 4 Amended and Restated Bylaws of Ottawa Financial Corporation
(Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998).
Exhibit 5 Opinion of Silver, Freedman & Taff, L.L.P.
Exhibit 23.1 Consent of Crowe, Chizek and Company LLP
Exhibit 23.2 Consent of Silver, Freedman & Taff, L.L.P. (Included
in Exhibit 5)
Exhibit 24 Power of Attorney (Included in signature page)
[SFT Letterhead]
May 28, 1999
Board of Directors
Ottawa Financial Corporation
245 Central Avenue
Holland, Michigan 49423
Members of the Board:
We have acted as counsel to Ottawa Financial Corporation, a Delaware
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission of a registration statement on Form
S-8 under the Securities Act of 1933, as amended (the "Registration Statement")
relating to 283,860 shares of the Corporation's common stock, par value $.01 per
share (the "Common Stock"), to be offered pursuant to The Ottawa Financial
Corporation 1995 Stock Option and Incentive Plan, as amended (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan and agreements thereto,
the Corporation's Articles of Incorporation, Bylaws, resolutions of its Board of
Directors and such other documents and corporate records as we deem appropriate
for the purpose of giving this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly
authorized.
2. The Common Stock covered by the Registration Statement will be, when
and if issued, sold and paid for as contemplated by the Plan, legally
issued and non-assessable shares of Common Stock of the Corporation.
We hereby consent to the inclusion of our opinion as Exhibit 5 to the
Registration Statement on Form S-8. In giving this consent, we do not admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ SILVER, FREEDMAN & TAFF, L.L.P.
Consent of Independent Auditors
We hereby consent to the incorporation by reference and use of our report,
dated February 26, 1999, on the consolidated financial statements of Ottawa
Financial Corporation which appears on page 28 of Ottawa Financial Corporation's
1998 Annual Report to Shareholders and is incorporated by reference in Ottawa
Financial Corporation's Annual Report on Form 10-K for the year ended December
31, 1998, in this Registration Statement on Form S-8 for The Ottawa Financial
Corporation 1995 Stock Option and Incentive Plan.
/s/ Crowe, Chizek and Company LLP
Grand Rapids, Michigan
May 28, 1999
