1
As filed with the Securities and Exchange Commission on July 22, 1998
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LENOX BANCORP, INC.
(exact name of registrant as specified in its certificate of incorporation)
OHIO 6035 31-1445959
(state or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
5255 BEECH STREET
ST. BERNARD, OHIO 45217
(513) 242-6900
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
LENOX BANCORP, INC. 1997 INCENTIVE PLAN
(Full Title of the Plan)
----------------------------
COPIES TO:
VIRGINIA DEISCH LORI M. BERESFORD, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER MULDOON, MURPHY & FAUCETTE
LENOX BANCORP, INC. 5101 WISCONSIN AVENUE, N.W.
5255 BEECH STREET WASHINGTON, DC 20016
ST. BERNARD, OHIO 45217 (202) 362-0840
(513) 242-6900
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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 /
----
===================================================================================================
Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered(1) Price Per Share Offering Price(2) Fee
- ---------------------------------------------------------------------------------------------------
Common Stock 42,567
$.01 par Value Shares (3) $15.22 (4) $647,870 $192
- ---------------------------------------------------------------------------------------------------
Common Stock 17,027
$.01 par Value Shares (5) $15.70 (6) $267,309 $ 79
===================================================================================================
(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 Lenox Bancorp, Inc. 1997 Incentive Plan (the "Plan") as the result of a
stock split, stock dividend or similar adjustment of the outstanding Common
Stock of Lenox Bancorp, Inc., pursuant to 17 C.F.R. ss.230.416(a).
(2)Estimated solely for purposes of calculating the registration fee pursuant to
17 C.F.R. ss.230.457(h)(1).
(3)Represents the total number of shares currently reserved or available for
issuance as options pursuant to the Plan.
(4)Weighted average price determined by the average exercise price of $14.75 per
share at which options for 34,482 shares under the Plan have been granted to
date and by $17.25 the market value of the Common Stock on July 20, 1998 as
determined by the sales price listed over-the-counter through the National
Daily Quotation Service "Pink Sheet" published by the National Quotation
Bureau, Inc. for 8,085 shares for which options have not yet been granted
under the Plan.
(5)Represents the total number of shares currently reserved or available for
issuance as stock awards under the Plan.
(6)Weighted average price determined by the market value of $14.75 per share at
which awards for 10,563 shares under the Plan have been granted to date and
by $17.25 the market value of the Common Stock on July 20, 1998 as determined
by the sales price listed over-the-counter through the National Daily
Quotation Service "Pink Sheet" published by the National Quotation Bureau,
Inc. for 6,464 shares for which awards have not yet been granted under the
Plan.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages 17
Exhibit Index begins on Page 12
2
LENOX BANCORP, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Lenox Bancorp,
Inc. (the "Company" or the "Registrant") 1997 Incentive Plan (the "Plan")
required by Part I of the Registration Statement will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1). Such document is not
filed with the Securities and Exchange Commission (the "SEC") either as a part
of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997, which include the consolidated balance sheets of the Company
and its sole subsidiary, Lenox Savings Bank, as of December 31, 1997 and 1996,
and the related consolidated statements of income, changes in stockholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 1997, together with the related notes (File No. 0-28162) filed with
the SEC on March 25, 1998.
(b) The Form 10-QSB report filed by the Registrant for the fiscal quarter
ended March 31, 1998 (File No. 0-28162), filed with the SEC on May 15, 1998.
(c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 0-28162), as filed with the SEC on April 8, 1996 pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 12b-15 promulgated thereunder.
(d) All documents filed by the Registrant pursuant to Section 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 deregisters all securities then
remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE 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 OR DEEMED TO BE 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.
2
3
ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
The validity of the Common Stock offered hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, D.C., special counsel to the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(A) OHIO REVISED CODE
Division (E) of Section 1701.13 of the Ohio Revised Code authorizes
a corporation to indemnify its officers and directors and to pay their expenses
subject to certain limitation and exceptions. Both Lenox Savings Bank (the
"Bank") and the Company have adopted provisions providing for the
indemnification of officers and directors in accordance with the Ohio Revised
Code.
(B) THE BANK'S AMENDED CONSTITUTION
Article Eight of the Amended Constitution of the Bank provides for
indemnification of officers and directors as follows:
Section 1. This Bank shall indemnify or agree to indemnify 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
this Bank, by reason of the fact that he or she is or was a director or officer
of this Bank, or is or was serving at the request of this Bank 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 or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
this Bank 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 or she
reasonably believed to be in or not opposed to the best interests of this Bank
and, with respect to any criminal action or proceeding, he or she had reasonable
cause to believe that his conduct was unlawful.
Section 2. This Bank shall indemnify or agree to indemnify 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 this Bank to procure a
judgment in its favor by reason of the fact that he or she is or was a director
or officer of this Bank or is or was serving at the request of this Bank 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 or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she
3
4
reasonably believed to be in or not opposed to the best interests of this Bank,
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 or her duty to
this Bank unless, and only to the extent that, the Court of Common Pleas of
Hamilton County, Ohio, 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 of Hamilton
County, Ohio, or such other court shall deem proper;
(B) Any action or suit in which the only liability asserted against a
director is pursuant to 1701.95 of the Ohio Revised Code.
Section 3. To the extent that a director or officer has been successful on
---------
the merits or otherwise in defense of any action, suit or proceeding referred to
in Sections 1 or 2 of this Article Eight, or in defense of any claim, issue, or
matter therein, he or she shall be indemnified against expenses, including
attorney's fees, actually and reasonably incurred by him or her in connection
with the action, suit, or proceeding.
Section 4. Any indemnification under Sections 1 or 2 of this Article
----------
Eight, unless ordered by a court, shall be made by this Bank only as authorized
in the specific case upon a determination that indemnification of the director
or officer is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 1 or 2 of this Article
Eight. Such determination shall be made as follows:
(A) By a majority vote of a quorum consisting of directors of this Bank
who were not and are not parties to or threatened with any such action suit, or
proceeding,
(B) If the quorum described in Subsection (A) of this Section 4 is not
obtainable or if a majority vote of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been retained
by or who has performed services for this Bank or any person to be indemnified
within the past five years;
(C) By the shareholders;
(D) By the Court of Common Pleas of Hamilton County, Ohio, or the court in
which such action suit, or proceeding was brought.
Any determination made by the interested directors under Subsection (A) of
this Section 4 or by independent legal counsel under Subsection (B) of this
Section 4 shall be promptly communicated to the person who threatened or brought
the action or suit by or in the right of this Bank under Section 2 of this
Article Eight, and within ten days after receipt of such notification such
person shall have the right to petition the Court of Common Pleas of Hamilton
County, Ohio, or the court in which such action or suit was brought to review
the reasonableness of such determination.
Section 5.
---------
(A) Expenses, including attorney's fees, incurred by a director in
defending the action suit, or proceeding shall be paid by this Bank as they are
incurred, in advance of the final disposition of the action suit, or proceeding
upon receipt of an undertaking by or on behalf of the director in which he or
she agrees to do both of the following
4
5
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury to
this Bank or undertaken with reckless disregard for the best interests of this
Bank;
(ii) Reasonably cooperate with this Bank concerning the action,
suit, or proceeding.
(B) Expenses, including attorney's fees, incurred by a director, trustee,
officer, employee, or agent in defending any action, suit, or proceeding
referred to in Section 2 of this Article Eight, may be paid by this Bank as they
are incurred, in advance of the final disposition of the action, suit, or
proceeding as authorized by the directors in the specific case upon receipt of
an undertaking by or on behalf of the director, trustee, officer, employee, or
agent to repay such amount, if it ultimately is determined that he or she is not
entitled to be indemnified by this Bank.
Section 6. The indemnification authorized by this Article Eight shall not
---------
be exclusive of and shall be in addition to, any other rights granted to those
seeking indemnification under the Articles or the Constitution of this Bank or
any agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director or officer and shall inure to the benefit of the heirs, executors,
and administrators of such a person.
Section 7. This Bank may purchase and maintain insurance or furnish
----------
similar protection, including but not limited to trust funds, letters of credit,
or self-insurance, on behalf of or for any person who is or was a director,
officer, employee, or agent of this Bank, or is or was serving at the request of
this Bank 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 any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not this Bank would have the power to indemnify
him or her against such liability under this section. Insurance may be purchased
from or maintained with a person in which this Bank has a financial interest.
Section 8. The authority of this Bank to indemnify persons pursuant to
---------
Sections 1 or 2 of this Article Eight does not limit the payment of expenses as
they are incurred, indemnification insurance, or other protection that may be
provided pursuant to Sections 5, 6 and 7. Sections 1 and 2 of this Article Eight
do not create any obligation to repay or return payments made by this Bank
pursuant to Sections 5, 6 or 7.
Section 9. As used in this Article Eight, references to this Bank include
---------
all constituent corporations in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director, officer,
employee, or agent of such a constituent corporation or is or was serving at the
request of such constituent 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, shall stand in
the same position under this section with respect to the new or surviving
corporation as he or she would if he or she had served the new or surviving
corporation in the same capacity.
Section 10. Any action, suit or proceeding to determine a claim for
-----------
indemnification under this Article Eight may be maintained by the person
claiming such indemnification, or by the corporation, in the Court of Common
Pleas of Hamilton County, Ohio. This Bank and (by claiming such indemnification)
each such person consent to the exercise of jurisdiction over its or his person
by the Court of Common Pleas of Hamilton County, Ohio, in any such action, suit
or proceeding.
5
6
The Bank currently maintains a directors' and officers' liability policy
providing for insurance of directors and officers for liability incurred in
connection with performance of their duties as directors and officers. Such
policy does not, however, provide insurance for losses resulting from willful or
criminal misconduct.
(C) THE HOLDING COMPANY'S CODE OF REGULATIONS
Article Six of the Holding Company's Code of Regulations provides
for the indemnification of officers and directors as follows:
Section 1. Third Party Actions. The Corporation shall to the fullest
--------- ---------------------
extent permitted by Ohio law, indemnify 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,
including all appeals (other than action, suit or proceeding 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, member, manager or agent
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, decrees, fines,
penalties, 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,
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 which he reasonably believed to be in or not opposed to the best interest
of the Corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 2. Derivative Actions. The Corporation shall indemnify 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, including all appeals, 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, member, manager or agent of another corporation, 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
claim, issue, or matter as to which such person shall have been finally 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 shall determine 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.
Section 3. Rights After Successful Defense. To the extent that a director,
--------- -------------------------------
trustee, officer, employee, member, manager or agent has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
Section 1 or 2, or in defense of any claim, issue, or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Section 4. Other Determinations of Rights. Except in a situation governed
--------- ------------------------------
by Section 3, any indemnification under Section 1 or 2 (unless ordered by a
court) shall be made by the Corporation only as
6
7
authorized in the specific case upon a determination that indemnification of the
director, trustee, officer, employee, member, manager or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section 1 or 2. Such determination shall be made (a) by a majority vote of
directors acting at a meeting at which a quorum consisting of directors who were
not parties to such action, suit, or proceeding is present, or (b) if such a
quorum is not obtainable (or even if obtainable), and a majority of
disinterested directors directs, by independent legal counsel (compensated by
the Corporation) in a written opinion, or (c) by the affirmative vote in person
or by proxy of the holders of a majority of the shares entitled to vote in the
election of directors, without regard to voting power which, may thereafter
exist upon a default, failure, or other contingency.
Section 5. Advances of Expenses. Expenses of each person indemnified
--------- ---------------------
hereunder incurred in defending a civil, criminal, administrative, or
investigative action, suit, or proceeding (including all appeals), or threat
thereof may be paid by the Corporation in advance of the final disposition of
such action, suit, or proceeding as authorized by the Board of Directors,
whether a disinterested quorum exists or not, upon receipt of an undertaking by
or on behalf of the director, trustee, officer, employee, member, manager or
agent, to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation.
Section 6. Nonexclusiveness - Heirs. The indemnification provided by this
--------- ------------------------
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled as a matter of law or under the Articles, these
Regulations, any agreement, vote of Shareholders, any insurance purchased by the
Corporation, or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, trustee, officer, or employee and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
Section 7. Purchase of Insurance. The Corporation may purchase and
--------- -----------------------
maintain insurance on behalf of any person who 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, member, manager or agent
of another corporation, partnership, joint venture, trust, or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article or of the Ohio General Corporation Law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
7
8
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-B):
3.1 Amended Articles of Incorporation of the Registrant.1
3.2 Amended and Restated Code of Regulations of the Registrant.1
4.0 Lenox Bancorp, Inc. 1997 Incentive Plan.
5.0 Opinion of Muldoon, Murphy & Faucette as to the legality of the
Common Stock registered hereby.
23.0 Consent of Muldoon, Murphy & Faucette (contained in the opinion
included in Exhibit 5).
23.1 Consent of Clark, Schaefer, Hackett & Co.
24.0 Power of Attorney is located on the signature pages.
- --------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
in the Registration Statement on Form S-1 (SEC No. 33-96248), as amended,
filed with the SEC on August 25, 1995 and declared effective on May 13, 1996.
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:
(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 aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(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
unless the information required by (i) and (ii) is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference into
this 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
8
9
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 Offering.
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 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.
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
directors, 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.
9
10
CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act, Lenox Bancorp, Inc.
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 St. Bernard, State of Ohio, on July 22, 1998.
LENOX BANCORP, INC.
By: /s/ Virginia M. Deisch
----------------------------------
Virginia M. Deisch
President, Chief Executive Officer
and Director
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.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Ms. Deisch) constitutes and appoints Virginia M. Deisch and
Ms. Deisch hereby constitutes and appoints William P. Riekert, Jr., as the true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for her (or him) and in her (or his) name, place and stead, in
any and all capacities to sign any or all amendments to the Form S-8
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the U.S. Securities and Exchange
Commission, respectively, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and things requisite
and necessary to be done as fully to all intents and purposes as she might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Name Title Date
---- ----- ----
/s/ Virginia M. Deisch President, Chief Executive Officer July 22, 1998
- ----------------------- and Director (principal executive
Virginia M. Deisch officer)
/s/ Michael P. Cooper Chief Financial Officer and Trearer July 22, 1998
- ----------------------- (principal accounting and financial
Michael P. Cooper officer)
Director July __, 1998
- -----------------------
Gail R. Behymer
/s/ Richard C. Harmeyer Director July 22, 1998
- -----------------------
Richard C. Harmeyer
10
11
/s/ Robert R. Keller Director July 22, 1998
- -----------------------
Robert R. Keller
/s/ William P. Riekert, Jr. Director July 22, 1998
- ---------------------------
William P. Riekert, Jr.
/s/ Henry E. Brown Director July 22, 1998
- --------------------------
Henry E. Brown
/s/ Curtis L. Jackson Director July 22, 1998
- --------------------------
Curtis L. Jackson
Director July __, 1998
- --------------------------
Reba St. Clair
11
12
EXHIBIT INDEX
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- ----------- ----------------------------- ----------------------------------------- ------------
3.1 Amended Articles of Incorporated by reference from the --
Incorporation of the Registrant Exhibits of the Registrant's Registration
Statement on Form S-1 filed with the
SEC on August 25, 1995 and declared
effective on May 13, 1996.
3.2 Amended and Restated Code of Incorporated by reference from the --
Regulations of the Registrant Exhibits of the Registrant's Registration
Statement on Form S-1 with the SEC on
August 25, 1995 and declared effective on
May 13, 1996.
4.0 Lenox Bancorp, Inc. 1997 Filed herewith. --
Incentive Plan
5.0 Opinion of Muldoon, Filed herewith.
Murphy & Faucette
23.0 Consent of Muldoon, Contained in Exhibit 5. --
Murphy & Faucette
23.1 Consent of Clark, Filed herewith. --
Schaefer, Hackett & Co.
24.0 Power of Attorney Located on the signature page. --