As filed with the Securities and Exchange Commission on May 17, 2001.
Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933Incorporated
Under the Laws
of Ohio | PROVIDENT FINANCIAL GROUP, INC.
One East Fourth Street
Cincinnati, Ohio 45202 | I.R.S. Employer
Identification No.
31-0982792 |
1997 STOCK OPTION PLANMark E. Magee, Esq.
Provident Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2861
(Agent for Service of Process)CALCULATION OF REGISTRATION FEE
Title of
Securities
To Be Registered
Common Stock,
No par value
|
Amount
To Be
Registered(1)
3,000,000 Shares
| Proposed
Maximum
Offering
Price
Per Share (2)
$30.44 | Proposed
Maximum
Aggregate
Offering
Price(2)
$91,320,000 |
Amount of
Registration
Fee(3)
$22,830
|
(1) | This Registration Statement is filed for up to an additional 3,000,000 shares issuable upon the exercise of options granted pursuant to the Provident Financial Group, Inc. 1997 Stock Option Plan. |
(2) | Estimated solely for purposes of calculating the registration fee. |
(3) | Calculated pursuant to Rule 457(h) based on the average of the high and low prices of the Common Stock on the Nasdaq Stock Market on May 14, 2001 at $30.44 per share. |
The contents of Registration No. 333-28393, as filed with the Commission on June 3, 1997, are incorporated herein by reference.
Item 8. Exhibits*
| Exhibit 4
Exhibit 5
Exhibit 23.1
Exhibit 23.2
Exhibit 24 | Provident Financial Group, Inc. 1997 Stock Option Plan, as amended
Opinion of Keating, Muething & Klekamp, P.L.L.
Consent of Ernst & Young, L.L.P.
Consent of Keating, Muething & Klekamp, P.L.L. (contained in Exhibit 5)
Power of Attorney (contained in the signature page) |
* All exhibits are filed herewith unless otherwise indicated.
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 Cincinnati, Ohio, on May 17, 2001.
| PROVIDENT FINANCIAL GROUP, INC.
By: /s/Robert L. Hoverson
Robert L. Hoverson
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 dates indicated. Each person whose signature appears below marked with an asterisk hereby authorizes Robert L. Hoverson or Mark E. Magee or Christopher J. Carey as attorney-in-fact to sign on his behalf individually and in each capacity indicated below, any amendments, including post-effective amendments, to this Registration Statement.
Signature
*/s/Robert L. Hoverson
Robert L. Hoverson
*/s/Philip R. Myers
Philip R. Myers
*/s/Christopher J. Carey
Christopher J. Carey
*
Jack M. Cook
*/s/Thomas D. Grote, Jr.
Thomas D. Grote, Jr.
*/s/Joseph A. Pedoto
Joseph A. Pedoto
*/s/Sidney A. Peerless
Sidney A. Peerless
*/s/Joseph A. Steger
Joseph A. Steger | Capacity
Chief Executive Officer and Director
(Principal Executive Officer)
Executive Vice President
and Director
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
Director
Director
Director
Director
Director | Date
May 17, 2001
May 17, 2001
May 17, 2001
May 17, 2001
May 17, 2001
May 17, 2001
May 17, 2001
May 17, 2001 |
