As filed with the Securities and Exchange Commission on October 6, 1997
Registration No. 333-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRSTFEDERAL FINANCIAL SERVICES CORP
(Exact name of registrant as specified in its charter)
Ohio
34-1622711
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
135 East Liberty Street,
Wooster, Ohio 44691
Address of principal executive offices) (Zip Code)
FIRSTFEDERAL FINANCIAL SERVICES CORP
1997 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
Jeffrey M. Werthan, P.C.
Craig M. Scheer, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including
professional corporations)
7th Floor - East Tower
1100 New York Avenue NW
Washington, DC 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 maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share offering price registration fee
Common Stock, par value
$1.00 per share 547,514 shares (2) $22,328,122(2) $6,766(2)
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of certain
events specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. Of the 547,514 shares to be registered,
159,937 shares are to be registered based upon a maximum exercise price of
$40.25 per share, and the remaining 387,577 shares are to be registered
based upon the average of the high and low sales price of the common stock
of FirstFederal Financial Services Corp of $41.00 per share on the Nasdaq
National Market on October 1, 1997.
PAGE
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the FirstFederal Financial Services
Corp 1997 Omnibus Incentive 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 document(s) 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 FirstFederal
Financial Services Corp (the "Company") with the Commission are hereby
incorporated by reference into 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 Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (File No. 0-17894);
(b) all other 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 end of the fiscal year covered by the Annual Report referred to in
(a) above;
(c) the description of the Company's common stock, par value $1.00 per
share, contained in the Company's Current Report on Form 8-K filed with the
Commission pursuant to SEC Release No. 34-90721 (together with the following
portions of the Company's Registration Statement on Form S-4 filed with the
Commission on February 23, 1989 (File No. 33-27243), and of all Post-Effective
Amendments to such Registration Statement: "Market Prices and Dividends" and
"The Holding Company Merger and Reorganization -- Comparison of Stockholder
Rights").
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 L. Dwight Douce, Executive Vice President and Secretary, 135 East
Liberty Street, Wooster, Ohio 44691, telephone number (330) 264-8001.
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.
Ohio's Revised Code Section 1791.13(E) empowers the Company to indemnify,
subject to the standards therein prescribed, any person in connection with any
action, suit or proceeding brought or threatened by reason of the fact that
such person is or was a director, officer, employee or agent
of the Company or is or was serving as such or in a similar capacity with
respect to another corporation or other entity at the request of the Company.
Article Fifth of the Company's Articles of Incorporation requires the
Company, to the full extent permitted by law, to indemnify a director or former
director of the Company and grants the Board of Directors of the Company to the
full extent permitted by law, the discretion to indemnify any officer or
employee or former officer or employee, against reasonable expenses incurred in
connection with the defense of any pending or threatened action, suit or
proceeding, whether civil or criminal, to which he or she is or may be made a
party by reason of being or having been a director, officer or employee of the
Company. As authorized by Article Fifth, the Company has purchased a director
and officer liability insurance policy.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Regulation
S-K
Exhibit
Number Document
4.1 Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3(i) to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996
(File No. 0-17894))
4.2 Code of Regulations of the Company
(incorporated by reference to Exhibit 4.2
to the Company's Registration Statement
No. 33-50664)
4.3 Specimen common stock certificate (incorporated
by reference to Exhibit 4.1 to the Company's
Registration Statement No. 33-27243)
4.4 Specimen stock certificate of 7% Cumulative
Convertible Preferred Stock, Series A
(incorporated by reference to Exhibit 4.4 to
the Company's Registration Statement No.
33-50664)
4.5 Specimen stock certificate of 6 1/2% Cumulative
Convertible Preferred Stock, Series B (incorporated
by reference to Exhibit 4.4 to the Company's
Registration Statement No. 33-79196)
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 KPMG Peat Marwick LLP
23.3 Consent of Deloitte & Touche LLP
24 Power of Attorney (contained on signature page)
99 FirstFederal Financial Services Corp
1997 Omnibus Incentive Plan
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:
(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, represents 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 a prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 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.
(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) of 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
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Wooster, State of Ohio, on October 6, 1997.
FIRSTFEDERAL FINANCIAL SERVICES CORP
By:/s/ Gary G. Clark
---------------------------------------
Gary G. Clark, Chairman, President
and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gary G. Clark and James J. Little, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
re-substitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all said attorneys-in-fact and agents or their substitutes or
substitute may lawfully do or cause to be done by virtue hereof.
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.
/s/ Gary G. Clark /s/ L. Dwight Douce
- ------------------------------- --------------------------------
Gary G. Clark, Chairman, President L. Dwight Douce, Executive Vice
and Chief Executive Officer and President, Secretary and Director
Director (Principal Executive
Officer)
Date: October 6, 1997 Date: October 6, 1997
/s/ James J. Little /s/ Gust B. Geralis
- -------------------------------- ---------------------------------
James J. Little, Executive Gust B. Geralis, Director
Vice President and Chief
Financial Officer (Principal
Financial and Accounting
Officer)
Date: October 6, 1997 Date: October 6, 1997
/s/ R. Victor Dix /s/ Ronald A. James, Jr.
- --------------------------------- ---------------------------------
R. Victor Dix, Director Ronald A. James, Jr., Director
Date: October 6, 1997 Date: October 6, 1997
/s/ Richard E. Herald /s/ Steven N. Stein
- ---------------------------------- ---------------------------------
Richard E. Herald, Director Steven N. Stein, Director
Date: October 6, 1997 Date: October 6, 1997
/s/ Daniel H. Plumly
- ----------------------------------
Daniel H. Plumly, Director
Date: October 6, 1997