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As filed with the Securities and Exchange Commission on August 9, 1999
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
GRAND CENTRAL FINANCIAL CORP.
(exact name of registrant as specified in its certificate of incorporation)
DELAWARE 6035 34-1877137
(state or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
601 MAIN STREET
WELLSVILLE, OHIO 43968
(330) 532-1517
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
GRAND CENTRAL FINANCIAL CORP.
1999 STOCK-BASED INCENTIVE PLAN
(Full Title of the Plan)
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COPIES TO:
WILLIAM R. WILLIAMS JOHN R. HALL, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER SUZANNE A. WALKER, ESQUIRE
GRAND CENTRAL FINANCIAL CORP. MULDOON, MURPHY & FAUCETTE LLP
601 MAIN STREET 5101 WISCONSIN AVENUE, N.W.
WELLSVILLE, OHIO 43968 WASHINGTON, D.C. 20016
(330) 532-1517 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, 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 /
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Proposed
Maximum Proposed Maximum Amount of
Title of Amount to be Offering Price Per Aggregate Offering Registration
Securities to be Registered Registered (1) Share Price(2) Fee
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Common Stock 193,887
$.01 par Value Shares(2) $13.00(3) $2,520,531 $701
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Common Stock 77,554
$.01 par Value Shares (4) $13.25(5) $1,027,591 $286
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(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 Grand Central Financial Corp. 1999 Stock-Based Incentive Plan (the
"Plan") as the result of a stock split, stock dividend, or similar
adjustment of the outstanding Common Stock of Grand Central Financial Corp.
pursuant to 17 C.F.R ss. 230.416(a)
(2) Represents the total number of shares currently reserved or available for
issuance upon the exercise of stock options pursuant to the Plan.
(3) This amount represents the exercise price of the options, which equals the
fair market value of the stock as listed on the Nasdaq SmallCap Market on
July 15, 1999, the date the options under the Plan were granted.
(4) Represents the total number of shares currently available for issuance as
stock awards under the Plan.
(5) The fair market value on August 3, 1999, at which the 77,554 shares have
been purchased to satisfy awards 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. SECTION 230.462.
Number of Pages = 32
Exhibit Index begins on Page 10
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GRAND CENTRAL FINANCIAL CORP.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2.
The documents containing the information for the Grand Central Financial
Corp. (The "Company" or the "Registrant") 1999 Stock-Based 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 Form 10-KSB filed by the Registrant (File No. 0-25045) with the
SEC on March 31, 1999, which includes the consolidated balance sheet
of Grand Central Financial Corp. and subsidiary as of December 31,
1998 and 1997, and the related consolidated statements of income,
changes in shareholders' equity, and cash flows for each of the
three years in the period ended December 31, 1998. The financial
statements as of and for the year ended December 31, 1998, have been
audited by Crowe, Chizek and Company, LLP, independent certified
public accountants. The financial statements for the years ended
December 31, 1997 and 1996 were audited by Robb, Dixon, Francis,
Oneson and Company. These audited reports are incorporated herein in
reliance upon the authority of said firms as experts in accounting
and auditing.
(b) The Form 10-QSB report filed by the Registrant for the fiscal
quarter ended March 31, 1999 (File #0-25045), filed with the SEC on
May 17, 1999.
(c) The Form 8-K (File No. 0-25045) filed by the Registrant on January
15, 1999 and amended on January 26, 1999, which reports the change
in the Registrant's Certifying Accountant from Robb, Dixon, Francis,
Davis, Oneson & Company to Crowe, Chizek and Company LLP, effective
January 11, 1999.
(d) The description of Registrant's Common Stock contained in
Registrant's Form 8-A12G (File #0-25045) dated November 6, 1998,
pursuant to Section 12(g) of the Securities Exchange Act of 1934
(the "Exchange Act").
(e) 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.
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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.
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 LLP, Washington, DC for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Registrant 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 exist. This
indemnification applies to the Board of Directors who administer the Plan.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:
TENTH:
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A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a Director
or an Officer of the Corporation or is or was serving at the request of
the Corporation as a Director, Officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in
an official capacity as a Director, Officer, employee or agent or in any
other capacity while serving as a Director, Officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith; provided,
however, that, except as provided in Section C
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hereof with respect to proceedings to enforce rights to indemnification,
the Corporation shall indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.
B. The right to indemnification conferred in Section A of this Article
TENTH shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however,
that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a Director or
Officer (and not in any other capacity in which service was or is rendered
by such indemnitee, including, without limitation, services to an employee
benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right
to appeal (hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section or
otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article TENTH shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid in
full by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be
twenty days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in
a suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking the Corporation shall be entitled to recover such expenses
upon a final adjudication that, the indemnitee has not met any applicable
standard for indemnification set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances because the indemnitee
has met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by
the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving
that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article TENTH or otherwise shall be on
the Corporation.
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D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the
Corporation's Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect
itself and any Director, Officer, employee or agent of the Corporation or
subsidiary or Affiliate or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the Delaware General
Corporation Law.
F. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article TENTH with respect to the
indemnification and advancement of expenses of Directors and Officers of
the Corporation.
ELEVENTH:
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A. A Director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability: (i) for any breach of
the Director's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under Section 174 of the
Delaware General Corporation Law; or (iv) for any transaction from which
the Director derived an improper personal benefit. If the Delaware General
Corporation Law is amended to authorize corporate action further
eliminating or limiting the personal liability of Directors, then the
liability of a Director of the Corporation shall be eliminated or limited
to the fullest extent permitted by the Delaware General Corporation Law,
as so amended.
B. Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such
repeal or modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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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):
4.1 Grand Central Financial Corp. 1999 Stock-Based Incentive Plan
4.2 Stock Certificate of common stock of Grand Central Financial Corp.1
4.3 Certificate of Incorporation of Grand Central Financial Corp.2
4.4 Bylaws of Grand Central Financial Corp.3
5 Opinion of Muldoon, Murphy & Faucette LLP, Washington, DC as to the
legality of the Common Stock registered hereby.
23.1 Consent of Muldoon, Murphy & Faucette LLP (contained in the opinion
included as Exhibit 5).
23.2 Consent of Crowe, Chizek and Company LLP
23.3 Consent of Robb, Dixon, Francis, Davis, Oneson and Company
24 Power of Attorney is located on the signature pages.
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1 Incorporated herein by reference from Exhibit 4 contained in the Registration
Statement on Form SB-2 (SEC No. 333-64089), as amended, filed with the SEC on
November 6, 1998, and declared effective on November 12, 1998.
2 Incorporated herein by reference from Exhibit 3.1 contained in the
Registration Statement on Form SB-2 (SEC No. 333-64089), as amended, filed
with the SEC on November 6, 1998, and declared effective on November 12, 1998.
3 Incorporated herein by reference from Exhibit 3.2 contained in the
Registration Statement on Form SB-2 (SEC No. 333-64089), as amended, filed
with the SEC on November 6, 1998, and declared effective on November 12, 1998.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, 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;
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(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.
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 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 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 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 that remain
unsold at the termination of the Offering.
(b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant's or the Plan's annual report pursuant to section 13(a)
or 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.
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 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.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, Grand Central Financial Corp. 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 Wellsville, State of
Ohio, on August 9, 1999.
GRAND CENTRAL FINANCIAL CORP.
By: /s/ William R. Williams
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William R. Williams
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 dates indicated.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Williams) constitutes and appoints William R. Williams and
Mr. Williams appoints John A. Rife, as the true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in 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 he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Name Title Date
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/s/ Gerry W. Grace Chairman of the Board of the August 9, 1999
- -------------------------- Company and the Association
Gerry W. Grace
/s/ William R. Williams President, Chief Executive Officer August 9, 1999
- -------------------------- and Director
William R. Williams (principal executive officer)
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/s/ John A. Rife Executive Vice President August 9, 1999
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John A. Rife (principal accounting and
financial officer)
/s/ Jeffrey W. Aldrich Director August 9, 1999
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Jeffrey W. Aldrich
/s/ Thomas P. Ash Director August 9, 1999
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Thomas P. Ash
/s/ Fred C. Jackson Director August 9, 1999
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Fred C. Jackson
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EXHIBIT INDEX
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
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4.1 Grand Central Filed herewith. 12
Financial Corp. 1999
Stock-Based Incentive
Plan
4.2 Stock Certificate of Incorporated herein by reference from --
Grand Central Exhibit 4 of the Registrant's Form SB-2, as
Financial Corp. amended, filed with the SEC (No. 333-
64089) on November 6, 1998, and declared
effective on November 12, 1998.
4.3 Certificate of Incorporated herein by reference from --
Incorporation of Grand Exhibit 3.1 of the Registrant's Form SB-2,
Central Financial as amended.
Corp.
4.4 Bylaws of Grand Incorporated herein by reference from --
Central Financial Exhibit 3.2 of the Registrant's Form SB-2,
Corp. as amended.
5 Opinion of Muldoon, Filed herewith. 27
Murphy & Faucette
LLP
23.1 Consent of Muldoon, Contained within Exhibit 5 hereof. 27
Murphy & Faucette
LLP
23.2 Consent of Crowe, Filed herewith. 30
Chizek and Company
LLP
23.3 Consent of Robb, Filed herewith. 32
Dixon, Francis, Davis,
Oneson and Company
24 Power of Attorney Located on the signature page. 8
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