As filed with the Securities and Exchange Commission on February 9, 2000.
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
Incorporated PROVIDENT FINANCIAL GROUP, INC. I.R.S. Employer
Under the Laws One East Fourth Street Identification No.
of Ohio CINCINNATI, OHIO 45202 31-0982792
GLENWAY FINANCIAL CORPORATION 1990 STOCK OPTION AND INCENTIVE PLAN
FIDELITY FEDERAL SAVINGS BANK 1992 STOCK INCENTIVE PLAN
FIDELITY FINANCIAL OF OHIO, INC. 1997 STOCK OPTION PLAN
OHSL FINANCIAL CORP. 1992 STOCK OPTION AND INCENTIVE PLAN
PROVIDENT FINANCIAL GROUP, INC. 2000 EMPLOYEE STOCK OPTION PLAN
Mark E. Magee, Esq.
Provident Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2861
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(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered(1) Per Share(2) Price(2) Fee(3)
- ---------------- -------------- ------------- ------------ -------------
Common Stock, 882,996 Shares $32.3125 $28,531,808 $7,533
No par value
(1) This Registration Statement is filed for up to 11,908 shares issuable upon
the exercise of options granted pursuant to the Glenway Financial
Corporation 1990 Stock Option and Incentive Plan, 5,621 shares issuable
upon the exercise of options granted pursuant to the Fidelity Federal
Savings Bank 1992 Stock Incentive Plan, 52,851 shares issuable upon the
exercise of options granted pursuant to the Fidelity Financial of Ohio,
Inc. 1997 Stock Option Plan, 12,616 shares issuable upon the exercise of
options granted pursuant to the OHSL Financial Corp. 1992 Stock Option and
Incentive Plan and 800,000 shares issuable upon the exercise of options
granted pursuant to the Provident Financial Group, Inc. 2000 Employee 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 February 2, 2000
at $ 32.3125 per share.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Provident Financial Group, Inc. with the
Securities and Exchange Commission are incorporated herein by reference and made
a part hereof:
1. Provident's Annual Report on Form 10-K for the Fiscal Year ended
December 31, 1998.
2. Provident's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999.
3. Provident's Reports on Form 8-K dated January 29, 1999, June 25, 1999
and November 24, 1999.
4. The description of Provident's common stock contained in the
Registration Statement on Form S-4, SEC File No. 333-32423.
All reports and other documents subsequently filed by Provident pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
Common Stock offered has been sold or which deregisters all Common Stock 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 such
documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be passed upon for
Provident by Keating, Muething & Klekamp, P.L.L., 1400 Provident Tower, One East
Fourth Street, Cincinnati, Ohio 45202. Attorneys of Keating, Muething & Klekamp,
P.L.L. participating in matters related to the Plans own 114,323 shares of
Provident's Common Stock.
Item 6. Indemnification of Directors and Officers
Ohio Revised Code, Section 1701.13(E), allows indemnification by the
registrant to any person made or threatened to be made a party to any
proceedings, other than a proceeding by or in the right of the registrant, by
reason of the fact that he is or was a director, officer, employee or agent of
the registrant, against expenses, including judgment and fines, if he acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the registrant and, with respect to criminal actions, in which
he had no reasonable cause to believe that his conduct was unlawful. Similar
provisions apply to actions brought by or in the right of the registrant, except
that no indemnification shall be made in such cases when the person shall have
been adjudged to be liable for negligence or misconduct to the registrant unless
deemed otherwise by the court. Indemnification is to be made by a majority vote
of a quorum of disinterested directors or the written opinion of independent
counsel or by the shareholders or by the court. The registrant's Code of
Regulations extends such indemnification.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits*
Exhibit 4.1 Glenway Financial Corporation 1990 Stock Option and Incentive
Plan,as Amended (formerly known as the Centennial Financial Corp.
1990 Stock Option and Incentive Plan) (incorporated by reference
to Centennial Financial Corp.'s Form S-8, File No. 33-52984,
filed with the SEC on October 6, 1992)
Exhibit 4.2 Second Amendment to the Glenway Financial Corporation 1990 Stock
Option and Incentive Plan
Exhibit 4.3 Fidelity Federal Savings Bank 1992 Stock Incentive Plan
(incorporated by reference to Fidelity Financial of Ohio, Inc.'s
Form S-1, File No. 33-99304, filed with the SEC on November 14,
1995)
Exhibit 4.4 Fidelity Financial of Ohio, Inc. 1997 Stock Option Plan
(incorporated by reference to Fidelity Financial of Ohio, Inc.'s
Form 10-K filed with the SEC on March 30, 1998)
Exhibit 4.5 First Amendment to the Fidelity Financial of Ohio, Inc. 1997
Stock Option Plan
Exhibit 4.6 OHSL Financial Corp. 1992 Stock Option and Incentive Plan
(incorporated by reference to OHSL Financial Corp.'s Form S-1,
File No. 33-53348, filed with the SEC on October 16, 1992)
Exhibit 4.7 Provident Financial Group, Inc. 2000 Employee Stock Option Plan
Exhibit 5 Opinion of Keating, Muething & Klekamp, P.L.L.
Exhibit 23.1 Consent of Ernst & Young, L.L.P.
Exhibit 23.2 Consent of Keating, Muething & Klekamp, P.L.L. (contained in
Exhibit 5)
Exhibit 24 Power of Attorney (contained in the signature page)
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* All exhibits are filed herewith unless otherwise indicated.
Item 9. Undertakings
9.1 The undersigned registrant hereby undertakes 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 this Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this 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 more
than a 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; provided,
however, that (i) and (ii) above do not apply if 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 Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
9.2 The undersigned registrant hereby undertakes 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.
9.3 The undersigned registrant hereby undertakes 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.
9.4 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 section 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.
9.5 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.
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 February 9, 2000.
PROVIDENT FINANCIAL GROUP, INC.
By: /s/ Robert L. Hoverson
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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 Capacity Date
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*/S/ Robert L. Hoverson
- ---------------------------- Chief Executive February 9, 2000
Robert L. Hoverson Officer and Director
Principal Executive
Officer)
*/S/ Philip R. Myers
- ---------------------------- Executive Vice President February 9, 2000
Philip R. Myers and Director
* /S/ Christopher J. Carey
- ---------------------------- Executive Vice President February 9, 2000
Christopher J. Carey and Chief Financial
Officer (Principal
Financial Officer and
Principal Accounting
Officer)
*/S/ Jack M. Cook
- ---------------------------- Director February 9, 2000
Jack M. Cook
*/S/ Thomas D. Grote, Jr.
- ---------------------------- Director February 9, 2000
Thomas D. Grote, Jr.
- --------------------------- Director February _, 2000
Joseph A. Pedoto
*/S/ Sidney A. Peerless
- -------------------------- Director February 9, 2000
Sidney A. Peerless
- --------------------------- Director February _, 2000
Joseph A. Steger