As filed with the Securities and Exchange Commission on March 28, 2003
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------
Charter Financial Corporation
(Exact name of registrant as specified in its charter)
United States 58-2659667
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o CharterBank
600 Third Avenue
West Point, GA 31833
(706) 645-1391
(Address, including Zip Code, of principal executive offices)
---------------
Charter Financial Corporation 2001 Stock Option Plan and
Charter Financial Corporation 2001 Recognition and Retention Plan
(Full title of the Plan)
---------------
Robert L. Johnson
President and Chief Executive Officer
CharterBank
600 Third Avenue
West Point, GA 31833
(706) 645-1391
Copy to:
V. Gerard Comizio, Esq.
Thacher Proffitt & Wood
1700 Pennsylvania Avenue, NW, Suite 800
Washington, DC 20006
(202) 347-8400
(Name and address, including Zip Code, telephone number and area code, of
agent for service)
---------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered(1) Price Per Share(2) Offering Price(2) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 436,093 $30.34 $13,231,061 $1,070.39
- ---------------------------------------------------------------------------------------------------------------------
(1) Based on the additional number of shares of common stock of Charter
Financial Corporation (the "Company") reserved for issuance upon the
exercise of options granted pursuant to the Charter Financial Corporation
2001 Stock Option Plan ("Option Plan") and the additional number of shares
of common stock authorized for awards under the Charter Financial
Corporation 2001 Recognition and Retention Plan (the "RRP"). There have
been 311,495 additional shares of common stock reserved for awards under
the Option Plan and 124,598 additional shares authorized for awards under
the RRP since the first Form S-8 was filed on August 15, 2002
(collectively, the "Plans"). In addition to such shares, this registration
statement also covers an undetermined number of shares of common stock of
the Company that, by reason of certain events specified in the Plans, may
become issuable upon exercise of options or grant of awards through the
application of certain anti-dilution provisions.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, pursuant to which a
total of 436,093 restricted shares and shares that may be acquired upon
exercise of options granted in the future are deemed to be offered at
$30.34 per share, the average of the daily high and low sales prices of
common stock of the Company on the Nasdaq National Market System at the
close of trading on March 25, 2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Charter Financial Corporation ("Registrant") previously filed a
Registration Statement ("First Registration Statement") on Form S-8 (File No.
333-98161) on August 15, 2002 covering 555,027 shares of Registrant's Common
Stock issuable pursuant to the Charter Financial Corporation 2001 Stock Option
Plan and the Charter Financial Corporation 2001 Recognition and Retention Plan
(the "Plans"). This Registration Statement is being filed for the purpose of
registering 436,093 additional shares of Registrant's Common Stock for issuance
under the Plans. Pursuant to General Instruction E of Form S-8, the contents of
the First Registration Statement are incorporated by reference into this
Registration Statement.
Item 8. Exhibits.
5.1 Opinion of Thacher Proffitt & Wood, counsel for Registrant,
as to the legality of the securities being registered.
23.1 Consent of Thacher Proffitt & Wood (included in Exhibit
5.1).
23.2 Consent of KPMG LLP.
-2-
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the City of West Point, State of Georgia on March 25, 2003.
Charter Financial Corporation
(Registrant)
By: /s/ Robert L. Johnson
---------------------------------------------
Robert L. Johnson
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.
SIGNATURE TITLE DATE
--------- ----- -----
/s/ John W. Johnson, Jr. Chairman of the Board March 25, 2003
- ---------------------------------------
John W. Johnson, Jr.
/s/ Robert L. Johnson President, Chief Executive Officer and Director March 25, 2003
- ---------------------------------------
Robert L. Johnson
/s/ David Z. Cauble, III Director March 25, 2003
- ---------------------------------------
David Z. Cauble, III
/s/ Jane W. Darden Director March 25, 2003
- ---------------------------------------
Jane W. Darden
/s/ William B. Hudson Director March 25, 2003
- ---------------------------------------
William B. Hudson
/s/ Thomas M. Lane Director March 25, 2003
- ---------------------------------------
Thomas M. Lane
/s/ R. Terry Taunton Director March 25, 2003
- ---------------------------------------
R. Terry Taunton
/s/ Curtis R. Kollar Director March 25, 2003
- ---------------------------------------
Curtis R. Kollar
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Thacher Proffitt & Wood, counsel for Registrant, as to the
legality of the securities being registered.
23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.