As filed with the Securities and Exchange Commission on January 29, 1999
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTERN OHIO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 31-1403116
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
28 East Main Street, Springfield, Ohio 45501-0719
(Address of principal executive offices) (Zip Code)
WESTERN OHIO FINANCIAL CORPORATION
1998 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
Jeffrey M. Werthan, P.C.
Matt A. Mullins, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1100 New York Ave., N.W.
Washington, D.C. 20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share offering price registration fee
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Common Stock, par value 235,224 shares (2) $5,266,528(2) $1,465(2)
$.01 per share
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<FN>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
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. Of the 235,224 shares to be
registered, 32,936 shares are to be registered based upon an exercise
price of $23 per share, and the remaining 202,288 are to be registered
based upon the average of the closing bid and asked prices of common
stock of Western Ohio Financial Corporation of $22.29 per share on the
Nasdaq National Market on January 25, 1999.
</FN>
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Western Ohio Financial
Corporation 1998 Omnibus Incentive Plan (the "Plan") as specified by Rule
428(b)(1) promulgated by the SEC under the Securities Act of 1933, as amended
(the "Securities Act").
Such document(s) are not being filed with the SEC, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by Western
Ohio Financial Corporation (the "Company") with the SEC are hereby incorporated
by reference in this Registration Statement and the Prospectus to which this
Registration Statement relates (the "Prospectus"), which Prospectus has been or
will be delivered to the participants in the plan covered by this Registration
Statement:
(a) the Company's annual report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 0-24120) filed pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) all other 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 description of the Company's common stock, par value $.01 per
share, of the Registrant contained in the Registrant's Registration
Statement on Form 8-A (File No. 0-24120) filed with the SEC on May 11,
1994 and all amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant with the SEC
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
date hereof and 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 the Prospectus and to be a part hereof and
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 in the Prospectus 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 shall furnish without charge to each person to whom the
Prospectus 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 the
Secretary, Western Ohio Financial Corporation, 28 East Main Street, Springfield,
Ohio 45501-0719, telephone number (937) 325-4683.
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.
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Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation of the Company provides that a
director or officer of the Company shall be indemnified by the Company to the
fullest extent authorized by the Delaware General Corporation Law against all
expenses, liability and loss reasonably incurred or suffered by such person in
connection with his activities as a director or officer or as a director or
officer of another corporation, including, without limitation, any Subsidiary
(as defined in Article Eight of the Company's Certificate of Incorporation),
partnership, joint venture, trust or other enterprise, including service with
request to an employee benefit plan, if the director or officer held such
position at the request of the Company. Delaware law requires that such
director, officer, employee or agent, in order to be indemnified, must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best interests of the Company and, with respect to any criminal action or
proceeding, either had reasonable cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.
The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other right which a person seeking indemnification may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Company, agreement, vote of stockholders or disinterested directors or
otherwise.
These provisions may have the effect of deterring shareholder
derivative actions, since the Company may ultimately be responsible for expenses
for both parties to the action. A similar effect would not be expected for
third-party claims.
In addition, the Certificate of Incorporation and Delaware law also
provide that the Company may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Company or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Company has the power to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Index to Exhibits to this Registration Statement.
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10
(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represents
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 a prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii)To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) of or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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
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person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification 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
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 Springfield, State of Ohio on January 28, 1999.
WESTERN OHIO FINANCIAL CORPORATION
By: /s/ John W. Raisbeck
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John W. Raisbeck, President 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 John W. Raisbeck and David L. Dillahunt
or either of them, his true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact and
agents 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 all said
attorneys-in-fact and agents or their substitutes or substitute may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/ David L. Dillahunt /s/ John W. Raisbeck
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David L. Dillahunt, Chairman of the Board John W. Raisbeck, President and
Chief Executive Officer
(Principal Executive Officer)
Date: January 28, 1999 Date: January 28, 1999
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/s/ Howard V. Dodds /s/ John E. Field
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Howard V. Dodds, Director John E. Field, Director
Date: January 28, 1999 Date: January 28, 1999
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/s/ Aristides G. Gianakopoulos /s/ Jeffrey L. Levine
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Aristides G. Gianakopoulos, Director Jeffrey L. Levine, Director
Date: January 28, 1999 Date: January 28, 1999
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/s/ William N. Scarff /s/ Thomas E. Estep
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William N. Scarff, Director Thomas E. Estep, Vice President,
Treasurer and Chief Financial
Officer
(Principal Financial and Accounting
Officer)
Date: January 28, 1999 Date: January 28, 1999
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Index to Exhibits
Regulation Reference to
S-K Prior filing or
Exhibit Exhibit Number
Number Document Attached Hereto
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4 Articles of Incorporation, *
including amendments thereto
Bylaws *
Form of Stock Certificate of Western Ohio *
Financial Corporation
5 Opinion of Silver, Freedman & Taff, L.L.P. 5
23.1 Consent of Clark, Schaefer, Hackett & Co. 23.1
23.2 Consent of Silver, Freedman & Taff, L.L.P. Included in Exhibit 5
24 Power of Attorney Contained on signature
page
* Filed as an Exhibit to the Company's Form S-1 Registration Statement
filed on March 22, 1994 (File No. 33-76734) pursuant to Section 5 of
the Securities Act of 1933. All of such previously filed documents are
hereby incorporated herein by reference in accordance with item 601 of
Regulation S-K.
EXHIBIT 5
January 29, 1999
Board of Directors
Western Ohio Financial Corporation
28 East main Street
Springfield, Ohio 45501
Members of the Board:
We have acted as counsel to Western Ohio Financial Corporation (the
"Company") 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 (the "Registration Statement") relating to 235,224 shares of the
Company's common stock, par value $0.01 per share (the "Common Stock"), to be
offered pursuant to the 1998 Omnibus Incentive Plan of the Company (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan, the Registration
Statement, the Company's Certificate of Incorporation, Bylaws, resolutions of
its Board of Directors and such other documents and corporate records as we deem
appropriate for the purpose of rendering 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 shares of Common Stock to be offered by the Company will be, when and
if issued, sold and paid for as contemplated by the Plan, legally issued,
fully paid and non-assessable shares of Common Stock of the Company.
We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement and the reference to our firm in the Prospectus. 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.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Western Ohio Financial Corporation on Form S-8 of our report dated January 23,
1998, on the 1997 consolidated financial statements of the Company, which report
is included in the Company's Annual Report on form 10-K for the year ended
December 31, 1997.
/s/ Clark, Schaefer, Hackett & Co.
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Clark, Schaefer, Hackett & Co.
Springfield, Ohio
January 26, 1999
