<PAGE> 1
As filed with the Securities and Exchange Commission on May 20, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
OAK HILL FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
Ohio 31-1010517
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
14621 State Route 93
Jackson, Ohio 45640
(Address of Registrant's principal executive offices)
----------------------
OAK HILL FINANCIAL, INC.
AMENDED AND RESTATED
1995 STOCK OPTION PLAN
(Full Title of the Plan)
----------------------
John D. Kidd, President and Chief Executive Officer
Oak Hill Financial, Inc.
14621 State Route 93
Jackson, Ohio 45640
(614) 286-3283
(Name, address and telephone number of agent for service)
----------------------
Copies of Correspondence to:
H. Grant Stephenson, Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share* Price* Fee*
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par value............. 200,000 16.125 3,225,000 $977.00
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of Oak Hill
Common Stock as reported on the Nasdaq National Market on May 16, 1997.
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Oak Hill Common Stock, without par value, as may be
issuable pursuant to future stock dividends, stock splits or similar
transactions.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning the Oak Hill
Financial, Inc. Amended and Restated 1995 Stock Option Plan, as amended (the
"Plan"), specified in Part I will be sent or given to employees as specified by
Rule 428(b)(1). Such documents are not filed as part of this Registration
Statement in accordance with the Note to Part I of the Form S-8 Registration
Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Commission by the
Company pursuant to Sections 13(a), 14 or 15(d) of the Exchange Act are hereby
incorporated herein by reference:
1. Annual Report on Form 10-KSB for the fiscal year ended December 31,
1996, (filed March 31, 1997);
2. Proxy Statement for the Annual Meeting of Shareholders held on April
29, 1997, (filed March 31, 1997);
3. Current Report on Form 8-K, dated April 28, 1997, (filed on May 6,
1997); and
4. Form 10-QSB for the period ended March 31, 1997, (filed on May 15,
1997).
The descriptions of Oak Hill's Common Stock which are contained in Oak
Hill's Form 8-A (Registration No. 0-26876) filed with the Securities and
Exchange Commission pursuant to Section 12 of the Securities Exchange Act of
1934, as amended, as updated in any amendment or report filed for the purpose
of updating such descriptions, are hereby incorporated by reference.
All documents filed by Oak Hill, pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of
this Registration Statement and 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. Any statement 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 or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
The contents of the Form S-8 Registration Statement previously filed
with the Securities and Exchange Commission by the Registrant on December 22,
1995, Registration No. 33-80741, are hereby incorporated by reference herein.
II-2
<PAGE> 3
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 Jackson, State of Ohio, on May 19, 1997.
OAK HILL FINANCIAL, INC.
By: /s/ JOHN D. KIDD
---------------------------
John D. Kidd, President
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C> <C>
/s/ JOHN D. KIDD President, Chief ) May 19, 1997
-------------------------------- Executive Officer, Director )
John D. Kidd (Principal Executive Officer) )
)
)
*Evan E. Davis Chairman of the Board ) May 19, 1997
--------------------------------
Evan E. Davis )
)
)
*Richard P. LeGrand Executive Vice President and ) May 19, 1997
-------------------------------- Director )
Richard P. LeGrand
)
)
*H. Tim Bichsel Secretary and Treasurer ) May 19, 1997
--------------------------------
H. Tim Bichsel )
)
)
*Barry M. Dorsey Director ) May 19, 1997
--------------------------------
Barry M. Dorsey )
)
)
*Rick A. McNelly Director ) May 19, 1997
--------------------------------
Rick A. McNelly )
)
)
*Donald R. Seigneur Director ) May 19, 1997
--------------------------------
Donald R. Seigneur )
)
)
/s/ H. GRANT STEPHENSON Director ) May 19, 1997
--------------------------------
H. Grant Stephenson
</TABLE>
II-3
<PAGE> 4
<TABLE>
<S> <C> <C> <C> <C>
*C. Clayton Johnson Director ) May 19, 1997
------------------------------
C. Clayton Johnson )
)
)
*By /s/ H. GRANT STEPHENSON ) May 19, 1997
------------------------------
H. Grant Stephenson, Attorney-in-fact
for each of the persons indicated
</TABLE>
II-4
<PAGE> 5
Registration No. 333-_______
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
OAK HILL FINANCIAL, INC.
--------------------------
EXHIBITS
--------------------------
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Pagination
By
Sequential
Exhibit Exhibit Numbering
Number Description System
- ------- ----------- ----------
<S> <C> <C>
4(a) Oak Hill Financial, Inc. Amended and Restated 1995 Stock
Option Plan (Filed as an Appendix to the Proxy Statement
for the Annual Meeting of Shareholders held on April 29,
1997, filed on March 31, 1997 and incorporated herein by
reference).
4(b) Second Amended and Restated Articles of Incorporation of Oak Hill
Financial, Inc. (Exhibit 3(i) to Form SB-2 (File No. 33-96214), and
incorporated herein by reference).
4(c) First Amended and Restated Code of Regulations of Oak Hill Financial, Inc.
(Exhibit 3(ii) to Form SB-2 (File No. 33-96214), and incorporated herein by
reference).
5 * Opinion of Porter, Wright, Morris & Arthur regarding legality.
23(a) Consent of Porter, Wright, Morris & Arthur (included in Exhibit 5 filed
herewith).
23(b) * Consent of Grant Thornton LLP.
24 * Powers of Attorney.
</TABLE>
- ------------
* Filed with this Registration Statement
<PAGE> 1
OAK HILL FINANCIAL, INC.
--------------------------
Exhibit 5
--------------------------
<PAGE> 2
PORTER, WRIGHT, MORRIS & ARTHUR
41 South High Street
Columbus, Ohio 43215
Telephone: (614)227-2000
Fax: (614)227-2100
May 20, 1997
Oak Hill Financial, Inc.
14621 State Route 93
Jackson, OH 45640
Re: Registration Statement on Form S-8
Oak Hill Financial, Inc. Amended and Restated 1995 Stock
Option Plan (the "Plan")
Gentlemen:
We have acted as counsel for Oak Hill Financial, Inc., an Ohio
corporation ("Oak Hill"), in connection with the Registration Statement on Form
S-8 (the "Registration Statement"), filed by Oak Hill with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, with respect
to the registration of an additional 200,000 shares of Oak Hill Common Stock,
without par value (the "Shares"), to be issued under the Plan.
In connection with this opinion, we have examined such corporate
records, documents and other instruments of Oak Hill as we have deemed
necessary.
Based on the foregoing, we are of the opinion that the Shares will,
when issued and paid for in accordance with the provisions of the Plan, be
legally issued, fully paid and nonassessable, and entitled to the benefits of
the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ PORTER, WRIGHT, MORRIS & ARTHUR
-----------------------------------
Porter, Wright, Morris & Arthur
<PAGE> 1
OAK HILL FINANCIAL, INC.
--------------------------
Exhibit 23(b)
--------------------------
<PAGE> 2
Exhibit 23(b)
ACCOUNTANTS' CONSENT
We have issued our report dated February 12, 1997, accompanying the
consolidated financial statements of Oak Hill Financial Corporation which are
included in the Corporation's Annual Report on Form 10-KSB for the year ended
December 31, 1996. We hereby consent to the incorporation by reference of said
report in Oak Hill Financial Corporation's Form S-8 as filed with the
Securities and Exchange Commission on or about May 20, 1997.
/s/ Grant Thornton LLP
Cincinnati, Ohio
May 19, 1997
<PAGE> 1
OAK HILL FINANCIAL, INC.
--------------------------
Exhibit 24
--------------------------
<PAGE> 2
POWER OF ATTORNEY
Each of the undersigned officers and/or directors of Oak Hill financial,
Inc., an Ohio corporation (the "Company"), hereby appoints John D. Kidd and H.
Grant Stephenson, as his true and lawful attorneys-in-fact, or any of them,
with power to act without the others, as his true and lawful attorney-in-fact,
in his name and on his behalf, and in any and all capacities stated below, to
sign and to cause to be filed with the Securities and Exchange Commission the
Company's Registration Statement on Form S-8 (the "Registration Statement") to
register under the Securities Act of 1933, as amended, an additional 200,000
shares of Common Stock, without par value, of the Company to be sold and
distributed by the Company pursuant to the Company's Amended and Restated 1995
Stock Option Plan (the "Plan") and such other number of shares as may be issued
under the anti-dilution provisions of the Plan, and any and all amendments,
including post-effective amendments, to the Registration Statement, hereby
granting unto such attorneys-in-fact, and to each of them, full power and
authority to do and perform in the name and on behalf of the undersigned, in
any and all such capacities, every act and thing whatsoever necessary to be
done in and about the premises as fully as the undersigned could or might do in
person, hereby granting to each such attorney-in-fact full power of
substitution and revocation, and hereby ratifying all that any such
attorney-in-fact or his substitute may do by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of May,
1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ JOHN D. KIDD President, Chief Executive Officer, Director
- ------------------------ (Principal Executive Officer)
John D. Kidd
/s/ EVAN E. DAVIS Chairman of the Board
- ------------------------
Evan E. Davis
/s/ RICHARD P. LeGRAND Executive Vice President and Director
- ------------------------
Richard P. LeGrand
/s/ H. TIM BICHSEL Secretary and Treasurer
- ------------------------ (Principal Accounting Officer)
H. Tim Bichsel
/s/ BARRY M. DORSEY Director
- ------------------------
Barry M. Dorsey
/s/ RICK A. McNELLY Director
- ------------------------
Rick A. McNelly
/s/ DONALD R. SEIGNEUR Director
- ------------------------
Donald R. Seigneur
/s/ H. GRANT STEPHENSON Director
- -------------------------
H. Grant Stephenson
/s/ C. CLAYTON JOHNSON Director
- --------------------------
C. Clayton Johnson
</TABLE>
