Registration No. 333-___________
As filed with the Securities and Exchange Commission on October 23, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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PVF CAPITAL CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-1659805
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
25350 ROCKSIDE ROAD
BEDFORD HEIGHTS, OHIO 44146
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(Address of Principal Executive Offices)
2000 INCENTIVE STOCK OPTION PLAN
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(Full Title of the Plan)
JOHN R. MALE, PRESIDENT
PVF CAPITAL CORP.
25350 ROCKSIDE ROAD
BEDFORD HEIGHTS, OHIO 44146
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(Name and Address of Agent For Service)
(216) 991-9600
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(Telephone Number, Including Area Code, of Agent For Service)
COPIES TO:
JOEL E. RAPPOPORT, ESQUIRE
STRADLEY RONON HOUSLEY KANTARIAN & Bronstein, LLP
1220 19th Street N.W., Suite 700
Washington, D.C. 20036
(202) 822-9611
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CALCULATION OF REGISTRATION FEE
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Title Of Securities Amount Proposed Maximum Proposed Maximum Amount Of
To Be To Be Offering Price Aggregate Offering Registration
Registered Registered (1) Per Share Price (2) Fee (2)
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 250,000 $10.75 $2,593,750 $684.75
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(1) Maximum number of shares issuable under the PVF Capital Corp. 2000
Incentive Stock Option Plan (250,000 shares), together with an
indeterminate number of shares being registered hereby as may be
necessary to adjust the number of additional shares of Common Stock
reserved for issuance under the 2000 Incentive Stock Option Plan as a
result of an increase in the number of shares issuable under such plan
as the result of a merger, consolidation, recapitalization or similar
event involving the Registrant or a stock split, stock dividend,
reclassification, recapitalization or similar adjustment in the
Registrant's common stock.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia,
based upon the average of the high and low selling prices of the common
stock of the Registrant as reported on the Nasdaq SmallCap Market on
October 18, 2000 of $10.375 per share ($2,593,750 in the aggregate).
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PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
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ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
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*This registration statement relates to the registration of 250,000 shares
of Common Stock, $.01 par value per share, of PVF Capital Corp. (the "Company")
reserved for issuance and delivery under the PVF Capital Corp. 2000 Incentive
Stock Option Plan (the "Option Plan"). Documents containing the information
required by Part I of this registration statement will be sent or given to
participants in the Option Plan in accordance with Rule 428(b)(1). In accordance
with the Note to Part I of Form S-8, such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The following documents filed by PVF Capital Corp. (the "Company") are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 2000 filed with the Commission on September 26, 2000 (Commission File No.
0-24948).
(b) The description of the Company's securities contained in the Company's
Registration Statement on Form 8-A as declared effective by the Commission on
October 31, 1994 (Commission File No. 0-24948).
ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A),
13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, 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 BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION
STATEMENT AND TO BE A PART HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
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Not applicable, as the Common Stock is registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Park View Federal Savings Bank (the "Bank") is required by Office of Thrift
Supervision regulations to indemnify its directors, officers and employees
against legal and other expenses incurred in defending lawsuits brought against
them by reason of the performance of their official duties. Indemnification may
be made to such
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person only if final judgement on the merits is in his favor or, in case of: (i)
settlement, (ii) final judgment against him, or (iii) final judgment in his
favor, other than on the merits, if a majority of the disinterested directors of
the Bank determines that he was acting in good faith within the scope of his
employment or authority as he could reasonably have perceived it under the
circumstances and for a purpose he could have reasonably believed under the
circumstances was in the best interests of the Bank or its stockholders. If a
majority of the directors of the Bank concludes that in connection with an
action any person ultimately may become entitled to indemnification, the
directors may authorize payment of reasonable costs and expenses arising from
defense or settlement of such action. In addition, the Bank and the Company have
director and officer liability insurance and the coverage provided is one
million dollars per occurrence.
Article Sixth of the Company's First Amended and Restated Articles of
Incorporation sets forth circumstances under which directors, officers,
employees and agents may be insured or indemnified against liability which they
may incur in their capacities:
SIXTH: By resolution adopted by the directors in the manner set forth in
division (E) of Section 1701.13 of the Revised Code of Ohio or its successor,
the Corporation shall indemnify or agree to indemnify:
1. 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,
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, 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; and
2. 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,
or agent of another corporation, domestic or foreign, nonprofit or for
profit, 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 of Ohio.
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3. To the extent that a director, trustee, officer, employee,
or agent has been successful on the merits or otherwise in defense of
any action, suit, or proceeding referred to in subsections (1) and (2)
of this Article Sixth, 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 subsections (1) and (2) of this
Article Sixth, 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, or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (1) and (2)
of this Article Sixth. Such determination shall be made by the
directors of the Corporation in the manner set forth in division (E)
(4) Section 1701.13 of the Revised Code of Ohio.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
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Not applicable.
ITEM 8. EXHIBITS
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The exhibits scheduled to be filed or included as part of this Registration
Statement are as follows:
5.1 Opinion of Stradley Ronon Stevens & Young, LLP as to the validity of
the Common Stock being registered
23.1 Consent of Stradley Ronon Stevens & Young, LLP (appears in their
opinion filed as Exhibit 5.1)
23.2 Consent of KPMG LLP
24 Power of Attorney (contained in signature page to this registration
statement)
99.1 PVF Capital Corp. 2000 Incentive Stock Option Plan
99.2 Form of Stock Option Agreement to be entered into with Optionees with
respect to Stock Options granted under the PVF Capital Corp. 2000
Incentive Stock Option Plan
ITEM 9. UNDERTAKINGS
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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
aggregrate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no
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more than 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the registration statement is on Form S-3 or
S-8, and 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 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, as amended,
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 Bedford Heights, State of Ohio, on the 17th day
of October, 2000.
PVF CAPITAL CORP.
By: /s/ John R. Male
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John R. Male
Chairman of the Board of Directors
and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors of PVF Capital Corp. hereby severally
constitute and appoint John R. Male, who may act, with full power of
substitution, as our true and lawful attorney and agent, to do any and all
things in our names in the capacities indicated below which said John R. Male,
who may act, may deem necessary or advisable to enable PVF Capital Corp., Inc.
to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the registration of PVF Capital Corp. common stock, including
specifically, but not limited to, power and authority to sign for us in our
names in the capacities indicated below, any and all amendments (including
post-effective amendments) thereto; and we hereby ratify and confirm all that
said John R. Male, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signatures Title Date
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<S> <C> <C>
/s/ John R. Male Chairman of the Board of October 17, 2000
-------------------------------------------- Directors and Chief Executive
John R. Male Officer (Principal Executive Officer)
/s/ C. Keith Swaney President and Director October 17, 2000
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C. Keith Swaney (Principal Financial and
Chief Financial Officer Accounting Officer)
/s/ Robert K. Healey Director October 17, 2000
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Robert K. Healey
/s/ Stanley T. Jaros Director October 17, 2000
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Stanley T. Jaros
/s/ Creighton E. Miller Director October 17, 2000
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Creighton E. Miller
/s/ Stuart D. Neidus Director October 17, 2000
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Stuart D. Neidus
/s/ Robert F. Urban Director October 17, 2000
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Robert F. Urban
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INDEX TO EXHIBITS
Exhibit Description
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5.1 Opinion of Stradley Ronon Stevens & Young, LLP as to the
validity of the Common Stock being registered
23.1 Consent of Stradley Ronon Stevens & Young, LLP (appears in
their opinion filed as Exhibit 5.1)
23.2 Consent of KMPG LLP
24 Power of Attorney (contained in signature page to this
registration statement)
99.1 PVF Capital Corp. 2000 Incentive Stock Option Plan
99.2 Form of Stock Option Agreement to be entered into with
Optionees with respect to Stock Options granted under the
PVF Capital Corp. 2000 Incentive Stock Option Plan
