As filed with the Securities and Exchange Commission on October 6, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PEOPLES-SIDNEY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 31-1499862
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 E Court Street, Sidney, Ohio 45365
(Address of principal executive offices) (Zip Code)
PEOPLES FEDERAL SAVINGS & LOAN ASSOCIATION OF SIDNEY
401(k) RETIREMENT PLAN
(Full title of the plan)
Jeffrey M. Werthan, P.C.
Beth A. Freedman, Esq.
Robert E. Fitzgerald, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1100 New York Ave., N.W.
Washington, D.C. 20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
---------------- ---------- -------------- ----------------
Common Stock, $.01 par value 23,000 shares(1) $16.50(2) $379,500(2) $115.00(2)
Interests in Savings Plan(3) N/A(3) N/A N/A N/A(3)
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(1) Estimated maximum aggregate number of shares of Peoples - Sidney Financial
Corporation ("Peoples") common stock purchasable with employee and employer
contributions under the Plan during the next 60 months.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee at $16.50 per share, which was the average
of the high and low prices of the Peoples common stock on October 3, 1997,
as reported on the Nasdaq National Market.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein. In accordance with Rule 457(h)(2) no separate fee
calculation is made for plan interests.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Peoples Federal Savings & Loan
Association of Sidney 401(k) Retirement Plan (the "Plan") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by
Peoples-Sidney Financial Corporation (the "Company") with the Commission are
hereby incorporated by reference in this Registration Statement and the
Prospectus to which this Registration Statement relates (the "Prospectus"),
which Prospectus has been or will be delivered to the participants in the Plan
covered by this Registration Statement:
(a) The Company's Registration Statement on Form S-1 (Registration
No. 333-20461) filed with the Commission on January 27, 1997
and as amended on March 12, 1997;
(b) All reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); since the filing of the Registration
Statement on Form S-1 referred to in (a) above.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof,
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and the Prospectus and to be a part hereof and thereof
from the date of the filing of such documents. Any statement contained in the
documents incorporated, or deemed to be incorporated, by reference herein or in
the Prospectus shall be deemed to be modified or superseded for purposes of this
Registration Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein or therein
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 and the Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to
Corporate Secretary, Peoples Federal Savings & Loan Association of Sidney, 101
E. Court Street, Sidney Ohio 45365 telephone number (937) 492-6129.
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article ELEVENTH of the Company's Certificate of Incorporation provides
for indemnification of directors and officers of the Registrant against any and
all liabilities judgments, fines and reasonable settlements, costs, expenses and
attorneys' fees incurred in any actual, threatened or potential proceeding,
except to the extent that such indemnification is limited by Delaware law and
such law cannot be varied by contract or bylaw. Article ELEVENTH also provides
for the authority to purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the name of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate, (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by a majority vote of the Directors of the Company who are not parties
to such action, suit or proceeding, even though such directors constitute less
than a quorum, or (ii) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (iii) by the
Stockholders.
Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.
Under a directors' and officers' liability insurance policy, directors
and officers of the Company are insured against certain liabilities, including
certain liabilities under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Regulation Reference to
S-K Prior Filing or
Exhibit Exhibit Number
Number Document Attached Hereto
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4 Instruments defining the rights of security holders, including
indentures 1
4.1 Certificate of Incorporation of Peoples-Sidney Financial Corp. 1
4.2 Bylaws of Peoples-Sidney Financial Corp. 1
4.3 Specimen form of common stock certificate of Peoples-Sidney Financial 1
Corp.
4.4 Peoples Federal Savings & Loan Association of Sidney 401(k) Attached as Exhibit 4.4
Retirement Plan
5 Opinion of Silver, Freedman & Taff, L.L.P. Attached as Exhibit 5
23.1 Consent of Silver, Freedman & Taff, L.L.P. Contained in Exhibit 5
(Included in Exhibit 5)
23.2 Consent of Crowe, Chizek and Company LLP Attached as Exhibit 23.2
1. Filed as an Exhibit to the Company's Form S-1 Registration Statement filed
January 27, 1997 (Registration No.333-20461) and as amended on March 12,
1997 and hereby incorporated by reference in accordance with Item 601 of
Regulation S-K.
The Company hereby undertakes that it will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
Item 9. Undertakings.
(a) 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 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.
(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 which remain unsold at the termination of the
offering.
(b) 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 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.
(c) 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
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that is 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 Sidney, State of Ohio, on the 6th day of
October, 1997.
PEOPLES-SIDNEY FINANCIAL
CORPORATION
Date: October 6, 1997 By: /s/Douglas Stewart
------------------
Douglas Stewart
President, Chief Executive Officer
and Director
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
By:/s/ Douglas Stewart By: /s/James W. Kerber
------------------- ------------------
Douglas Stewart James W. Kerber
President, Chief Executive Officer Director
and Director
(Duly Authorized Representative)
Date: October 6, 1997 Date: October 6, 1997
By: /s/ Richard T. Martin By: /s/ John W. Sargeant
--------------------- --------------------
Richard T. Martin John W. Sargeant
Chairman of the Board Director
Date: October 6, 1997 Date: October 6, 1997
By: /s/ Robert W. Bertsch By: /s/ Debra A. Geuy
--------------------- -----------------
Robert W. Bertesch Debra A. Geuy
Director Treasurer
(Principal Financial and
Accounting Officer)
Date: October 6, 1997 Date: October 6, 1997
By:
/s/Harry N. Faulkner
--------------------
Harry N. Faulkner
Director
Date: October 6, 1997
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto, duly authorized, in the City of Springfield, State of
Ohio on the 6th day of October, 1997.
PEOPLES FEDERAL & LOAN
ASSOCIATION OF SIDNEY
401(k) RETIREMENT PLAN
/s/Jennifer Coors
----------------------
Jennifer Coors
Security National Bank and
Trust Co.
Trustee of the Peoples Federal
Savings & Loan Association
of Sidney 401(k) Retirement Plan
Date: October 6, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PEOPLES-SIDNEY FINANCIAL CORPORATION
EXHIBIT INDEX
Exhibit
Number
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4.4 Peoples Federal Savings & Loan Association of Sidney 401(k)
Retirement Plan
5 Opinion of Silver, Freedman & Taff, L.L.P.
23.1 Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5)
23.2 Consent of Crowe, Chizek and Company LLP