Registration No. 333-------
As filed with the Securities and Exchange
Commission on January 22, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Charter Financial, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 37-1345386
(State of Incorporation) (IRS Employer
Identification No.)
114 West Broadway
Sparta, Illinois 62286
(Address of Principal Executive Offices)
Charter Financial, Inc.
1997 Stock Option Plan
Charter Financial, Inc.
1997 Recognition and Retention Plan
(Full Title of the Plans)
Copies to:
John A. Becker Alan Schick, Esquire
President and Chief Executive Officer Edward A. Quint, Esquire
Charter Financial, Inc. Luse Lehman Gorman Pomerenk & Schick
114 West Broadway A Professional Corporation
Sparta, Illinois 62286 5335 Wisconsin Ave., N.W., #400
(618) 443-2166 Washington, D.C. 20015
(202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)
--------------------------
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933 check the following box. X
Total Number of Pages 12. Exhibit
Index on Page 6.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to
Purchase
Common Stock
Common Stock,
par value
$.10 per
share 233,553 $12.85 (3) $3,001,156 $910
shares (2)
Common Stock,
par value
$.10 per
share 116,776 $12.94 (5) $1,510,790 $458
shares (4)
Total: 350,329 shares $4,511,946 $1,375
-------------- ---------- ------
-------------- ---------- ------
(1) Together with an indeterminate number of additional shares
which may be necessary to adjust the number of shares reserved
for issuance pursuant to the Charter Financial, Inc. 1997 Stock
Option Plan (the "1997 Stock Option Plan") and the Charter
Financial, Inc. 1997 Recognition and Retention Plan (the "1997
Recognition Plan"), as the result of a stock split, stock
dividend or similar adjustment of the outstanding Common Stock of
Charter Financial, Inc. pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the number of shares currently reserved for
issuance pursuant to the 1997 Stock Option Plan.
(3) Determined by the exercise price of the options pursuant to
17 C.F.R. Section 230.457(h)(1).
(4) Represents the number of shares currently reserved for
issuance pursuant to the 1997 Recognition Plan.
(5) Determined by the fair market value of the common stock as
of January 16, 1997, pursuant to 17 C.F.R. Section
230.457(h)(1)
This Registration Statement shall become effective upon
filing in accordance with Section 8(a) of the Securities Act of
1933 and 17 C.F.R. Section 230.462.
</TABLE>
PAGE
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PART I.
Items 1 and 2. Plan Information and Registrant Information and
Employee Plan Annual Information
This Registration Statement relates to the registration of
(i) options to purchase up to 233,553 shares of common stock, par
value $.10 per share (the "Common Stock"), of Charter Financial,
Inc. (the "Company") pursuant to the Charter Financial, Inc. 1997
Stock Option Plan (the "1997 Stock Option Plan"), (ii) 233,553
shares of Common Stock reserved for issuance and delivery upon
the exercise of options under the 1997 Stock Option Plan, and
(iii) 116,776 shares of Common Stock purchased in the open market
by the trust established pursuant to the Charter Financial, Inc.
1997 Recognition and Retention Plan (the "1997 Recognition Plan")
to be awarded to employees and directors under such plan.
Documents containing the information required by Part I of the
Registration Statement have been or will be sent or given to
participants in the 1997 Stock Option Plan and 1997 Recognition
Plan, as appropriate, as specified by Securities Act Rule
428(b)(1). Such documents are not filed with the Securities and
Exchange Commission (the "Commission" or "SEC") either as part of
this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 in reliance on Rule 428.
PART II.
Item 3. Incorporation of Documents by Reference
All documents filed by the Company pursuant to Sections
13(a) and (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 to be incorporated by reference to this registration
statement and be part hereof from the date of filing of such
documents. Any statement contained in this Registration
Statement, or in a document incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein, or in any other subsequently filed document which also is
incorporated by reference herein, 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.
The following documents filed or to be filed with the
Commission are incorporated by reference in this Registration
Statement:
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(a) The Company's Annual Report on Form 10-K for the year
ended September 30, 1996, filed with the Securities and Exchange
Commission (the "SEC") on December 27, 1996.
(b) The Company's Proxy Statement relating to the Company's
January 16, 1997 annual meeting of stockholders, filed with the
SEC on December 10, 1996.
(c) The description of the Common Stock contained in the
Registration Statement on Form S-1 (Commission File No.
33-93798), filed by the Company under the Securities Act of 1933
with the SEC on June 22, 1995, as amended on September 8, 1995,
is incorporated by reference herein.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Directors and officers of the Company are indemnified and
held harmless against liability to the fullest extent permissible
by the general corporation law of Delaware as it currently exists
or as it may be amended, provided any such amendment provides
broader indemnification provisions than currently exists. This
indemnification applies to the directors who administer the 1997
Stock Option Plan.
The terms of the indemnification are set forth in the
Company's Certificate of Incorporation. The indemnification
applies unless the director did not meet the standards of conduct
which make it permissible under the general corporation law of
Delaware for the Company to indemnify the director for the amount
claimed, but the burden of proving such defense is on the
Company.
The Company is also permitted under the Certificate of
Incorporation to maintain directors' and officers' liability
insurance covering its directors and officers and has obtained a
directors' and officers' liability and corporation reimbursement
policy which (subject to certain limitations and deductibles) (i)
insures officers and directors of the Company against loss
arising from certain claims made against them by reason of their
being such directors or officers; and (ii) insures the Company
against loss which it may be required or permitted to pay as
indemnification to its directors and officers for certain claims.
PAGE
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company, the Company has been informed
that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8:
4.1 Charter Financial, Inc. 1997 Stock Option Plan
(Incorporated by reference to Appendix A of the
Registrant's Proxy Statement relating to the Company's
January 16, 1997 annual meeting of stockholders, filed
with the SEC on December 10, 1996).
4.2 Charter Financial, Inc. 1997 Recognition and Retention
Plan (Incorporated by reference to Appendix B of the
Registrant's Proxy Statement relating to the Company's
January 16, 1997 annual meeting of stockholders, filed
with the SEC on December 10, 1996).
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the
Common Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation (contained in the opinion
included as Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
Item 9. Undertakings
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 include any material information with respect to the
Registration Statement not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
PAGE
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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 1997 Stock Option Plan or
1997 Recognition Plan; and
4. 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 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 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 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.
PAGE
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- -----------------------------------------------------------------
<S> <C> <C>
4.1 Charter Financial, Inc. 1997 Stock Option Plan. N/A
(Incorporated by reference to Appendix A of the
Registrant's Proxy Statement relating to the
Company's January 16, 1997 annual meeting of
stockholders, filed with the SEC on December 10,
1996).
4.2 Charter Financial, Inc. 1997 Recognition and N/A
Retention Plan.
(Incorporated by reference to Appendix B of the
Registrant's Proxy Statement relating to the
Company's January 16, 1997 annual meeting of
stockholders, filed with the SEC on December 10,
1996).
5 Opinion of Luse Lehman Gorman Pomerenk & 10
Schick, A Professional Corporation as to the
legality of the Common Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & 10
Schick, A Professional Corporation (contained
in the opinion included as Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP. 12
</TABLE>
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SIGNATURES
The Registrant. 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 Sparta,
State of Illinois, on this 22nd day of January, 1997.
Charter Financial, Inc.
By: /s/ John A. Becker
--------------------------------
John A. Becker, 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 and on the date indicated.
By: /s/ John A. Becker By: /s/ Michael R. Howell
------------------------- -----------------------------
John A. Becker, President, Michael R. Howell, Executive
Chief Executive Officer Vice President, Treasurer
and Chairman of the Board and Director
(Principal Executive Officer) (Principal Financial Officer)
Date: January 22, 1997 Date: January 22, 1997
By: /s/ Linda M. Johnson By: /s/ Karen P. Jacobus
------------------------- -----------------------------
Linda M. Johnson, Senior Karen P. Jacobus, Vice
Vice President and President and Controller
Director (Principal Accounting Officer)
Date: January 22, 1997 Date: January 22, 1997
By: /s/ Truman D. Cashman By: /s/ James H. Clutts
------------------------- -----------------------------
Truman D. Cashman, James H. Clutts, Director
Director
Date: January 22, 1997 Date: January 22, 1997
By: /s/ Dennis F. Doelitzsch By: /s/ William A. Norton
------------------------- -----------------------------
Dennis F. Doelitzsch, William A. Norton, Director
Director
Date: January 22, 1997 Date: January 22, 1997
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By: /s/ John Petkas By: /s/ Klondis T. Pirtle
------------------------- -----------------------------
John Petkas, Jr., Klondis T. Pirtle, Director
Director
Date: January 22, 1997 Date: January 22, 1997
By: /s/ Carl S. Schlageter By: /s/ Ralph Eugene Watson
------------------------- -----------------------------
Carl S. Schlageter, Ralph Eugene Watson, Director
Director
Date: January 22, 1997 Date: January 22, 1997
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The Plans. Pursuant to the requirements of the Securities
Act of 1933, the Committee which administers the 1997 Stock
Option Plan and the 1997 Recognition And Retention Plan has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Sparta, State of Illinois, on this 22nd day of January, 1997.
Charter Financial, Inc.
1997 Stock Option Plan
1997 Recognition and Retention Plan
John A. Becker, President,
Chief Executive Officer and
Director
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OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK
January 22, 1997 (202) 274-2000
Board of Directors
Charter Financial, Inc.
114 West Broadway
Sparta, Illinois 62286
Re: Charter Financial, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain
matters in connection with the offer and sale of Charter
Financial, Inc. (the "Company") common stock, par value $.10 per
share (the "Common Stock") pursuant to the Charter Financial,
Inc. 1997 Stock Option Plan and the Charter Financial, Inc. 1997
Recognition and Retention Plan ( the "Plans"). We have reviewed
the Company's Certificate of Incorporation, Registration
Statement on Form S-8 (the "Form S-8"), as well as applicable
statutes and regulations governing the Company and the offer and
sale of the Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock,
when sold in connection with the exercise of options granted
pursuant to the Plans, will be legally issued, fully paid
and non-assessable.
This opinion has been prepared solely for the use of the
Company in connection with the preparation and filing of the Form
S-8, and should not be used for any other purpose or relied upon
by any other person without the prior written consent of this
firm. We hereby consent to the use of this opinion in the form
S-8.
Very truly yours,
----------------------------------------
/s/ Luse Lehman Gorman Pomerenk & Schick
LUSE LEHMAN GORMAN POMERENK & SCHICK
A Professional Corporation
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Independent Auditors' Consent
The Board of Directors
Charter Financial, Inc.:
We consent to incorporation by reference in the registration
statement on Form S-8 of Charter Financial, Inc. of our report
dated November 20, 1996, relating to the consolidated balance
sheets of Charter Financial, Inc. and subsidiary as of September
30, 1996 and 1995, and the related consolidated statements of
income, stockholders' equity, and cash flows for each of the
years in the three-year period ended September 30, 1996, which
report appears in the September 30, 1996 Annual Report on Form
10-K of Charter Financial, Inc.
---------------------------------
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
January 20, 1997
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