REGISTRATION NO. 333-_____ AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON DECEMBER 4, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
WAYNE SAVINGS BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
FEDERAL TO BE APPLIED FOR
(State of Incorporation) (IRS Employer Identification No.)
151 N. MARKET STREET
WOOSTER, OHIO 44691
(Address of Principal Executive Offices)
____________________
THE WAYNE SAVINGS AND LOAN COMPANY
1993 INCENTIVE STOCK OPTION PLAN
THE WAYNE SAVINGS AND LOAN COMPANY
1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full Title of the Plans)
Copies to:
Charles F. Finn Kenneth R. Lehman, Esquire
President and Chief Executive Officer Edward A. Quint, Esquire
Wayne Savings Bancshares, Inc. Luse Lehman Gorman Pomerenk & Schick
151 N. Market Street A Professional Corporation
Wooster, Ohio 44691 5335 Wisconsin Ave., N.W., #400
(330) 264-5767 Washington, D.C. 20015
(202) 274-2000
(NAME, ADDRESS AND TELEPHONE
NUMBER 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]
____________________
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee
- ------------------------------------------------------------------------------------------
Options to Purchase
Common Stock
Common Stock, par
value $1.00 per share 41,448 shares (2) $11.46 (3) $474,994 $144
Common Stock, par
value $1.00 per share 16,908 shares (4) $10.15 (3) $171,616 $ 52
Total: 58,356 shares $646,610 $196
============== ======== ====
______________
(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 Wayne Savings and Loan Company 1993 Incentive Stock Option Plan (the
"Incentive Plan") and The Wayne Savings and Loan Company 1993 Stock Option
Plan for Outside Directors (the "Directors Plan") as the result of a stock
split, stock dividend or similar adjustment of the outstanding Common Stock
of Wayne Savings Bancshares, Inc. pursuant to 17 C.F.R. (S) 230.416(a).
(2) Represents the number of shares currently reserved for issuance pursuant to
the Incentive Plan.
(3) Determined by the exercise price of the options pursuant to 17 C.F.R. (S)
230.457(h)(1).
(4) Represents the number of shares currently reserved for issuance pursuant to
the Directors Plan.
This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. (S)
230.462.
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PART I.
ITEMS 1 AND 2. PLAN INFORMATION AND REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION
This Registration Statement relates to the registration of (i) options
to purchase up to 41,448 shares of Common Stock of Wayne Savings Bancshares,
Inc. (the "Company") pursuant to the Incentive Plan; (ii) 41,448 shares of
Common Stock reserved for issuance and delivery upon the exercise of options
under the Incentive Plan; (iii) options to purchase up to 16,908 shares of
Common Stock pursuant to the Directors Plan; and (iv) 16,908 shares of Common
Stock reserved for issuance and delivery upon the exercise of options under the
Directors Plan.. Documents containing the information required by Part I of the
Registration Statement have been or will be sent or given to participants in the
1996 Stock Option Plan, as appropriate, as specified by Securities Act Rule
428(b)(1). Such documents are not filed with the Securities and Exchange
Commission (the "Commission" or "SEC") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in
reliance on Rule 428.
PART II.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
All documents filed by the Company pursuant to Sections 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 indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this registration statement and
be part hereof from the date of filing of such documents. Any statement
contained in this Registration Statement, or in a document 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 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
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VI of the Registrant's Charter defines areas for indemnity
coverage and insurance as follows:
ARTICLE VI. INDEMNIFICATION
The Stock Holding Company shall indemnify its directors, officer, and
employees in accordance with the following requirements:
(a) DEFINITIONS AND RULES OF CONSTRUCTION.
(1) Definitions for purposes of this Article
(i) ACTION. The term "action" means any judicial or
administrative proceeding, or threatened proceeding, whether civil, criminal, or
otherwise, including any appeal or other proceeding for review;
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(ii) COURT. The term "court" includes, without limitation, any court
to which or in which any appeal or proceeding for review is brought.
(iii) FINAL JUDGMENT. The term "final judgment" means a judgment,
decree, or order which is not appealable or as to which the period for appeal
has expired with no appeal taken.
(iv) SETTLEMENT. The term "settlement" includes entry of a judgment
by consent or confession or a plea of guilty or nolo contendere.
(2) References in this Article to any individual or other person,
including any savings bank, shall include legal representatives, successors, and
assigns thereof.
(b) GENERAL. Subject to paragraphs (c) and (f) of this Article, the Stock
Holding Company shall indemnify any person against whom an action is brought or
threatened because that person is or was a director, officer, or employee of the
Stock Holding Company, for:
(1) Any amount for which that person becomes liable under a judgment in
such action; and
(2) Reasonable costs and expenses, including reasonable attorney's fees,
actually paid or incurred by that person in defending or settling such action,
or in enforcing his or her rights under this Article if he or she attains a
favorable judgment in such enforcement action.
(c) REQUIREMENTS. Indemnification shall be made to person under paragraph (b)
of this Article only if:
(1) Final judgment on the merits is in his or her favor;
(2) In case of:
(i) Settlement,
(ii) Final judgment against him or her, or
(iii) Final judgment in his or her favor, other than on the merits,
if a majority of the disinterested directors of the Stock Holding Company
determine that he or she was acting in good faith within the scope of his or her
employment or authority as he or she could reasonably have perceived it under
the circumstances and for a purpose he or she could reasonably have believed
under the circumstances was in the best interests of the Stock Holding Company
or its members.
However, no indemnification shall be made unless the Stock Holding Company gives
the Office at least 60 days' notice of its intention to make such
indemnification. Such notice shall state the facts on which the action arose,
the terms of any settlement, and any disposition of the action by a court. Such
notice, a copy thereof, and a certified copy of the resolution containing the
required determination by the Board of Directors shall be sent to the District
Director, who shall promptly acknowledge receipt thereof. The notice period
shall run from the date of such receipt. No such indemnification shall be made
if the Director of the Office advises the Stock Holding Company in writing,
within such notice period, of his or her objection thereto.
(d) INSURANCE. The Stock Holding Company shall obtain insurance to protect it
and its directors, officers, and employees from potential losses arising from
claims against any of them for alleged wrongful acts, or wrongful acts,
committed in their capacity as directors, officers, or employees. The Stock
Holding Company may not
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obtain insurance which provides for payment of losses of any person incurred as
a consequence of his or her willful or criminal misconduct.
(e) PAYMENT OF EXPENSES. If a majority of the directors of the Stock
Holding Company conclude that, in connection with an action, any person
ultimately may become entitled to indemnification under this Article, the
directors may authorize payment of reasonable costs and expenses, including
reasonable attorneys' fees, arising from the defense or settlement of such
action. Nothing in this paragraph (e) shall prevent the directors of the Stock
Holding Company from imposing such conditions on a payment of expenses as they
deem warranted and in the interests of the Stock Holding Company. Before making
advance payment of expenses under this paragraph (e), the Stock Holding Company
shall obtain an agreement that the Stock Holding Company will be repaid if the
person on whose behalf payment is made is later determined not to be entitled to
such indemnification.
(f) EXCLUSIVENESS OF PROVISIONS. The indemnification of any person
referred to in paragraph (b) shall be governed solely by these bylaws as
provided for in 12 C.F.R. (S)545.121 (b) and the obtaining of insurance as
referred to in paragraph (d) shall be governed by paragraph (d) of 12 C.F.R.
(S)545.121.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed herewith or incorporated by reference into
this Registration Statement on Form S-8:
4.1 The Wayne Savings and Loan Company 1993 Incentive Stock Option Plan
4.2 The Wayne Savings and Loan Company 1993 Stock Option Plan for Outside
Directors.
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A Professional
Corporation as to the legality of the Common Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A Professional
Corporation (contained in the opinion included as Exhibit 5).
23.2 Consent of Grant Thornton LLP.
99.1 Annual Report on Form 10-KSB of The Wayne Savings and Loan Company for
the fiscal year ended March 31, 1997.
99.2 Quarterly Report on Form 10-QSB of The Wayne Savings and Loan Company
for the fiscal quarter
ended June 30, 1997.
99.3 Quarterly Report on Form 10-QSB of The Wayne Savings and Loan Company
for the fiscal quarter ended September 30, 1997.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
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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 Registration Statement not previously disclosed
in this Registration Statement or any material change to such information in
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 which remain unsold at the termination of the
1996 Stock Option Plan; and
4. 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.
5. 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.
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4.1 The Wayne Savings and Loan Company 1993 Incentive Stock
Option Plan
4.2 The Wayne Savings and Loan Company 1993 Stock Option Plan for
Outside Directors.
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the Common
Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation (contained in the opinion included
as Exhibit 5).
23.2 Consent of Grant Thornton LLP.
99.1 Annual Report on Form 10-KSB of The Wayne Savings and Loan
Company for the fiscal year ended March 31, 1997.
99.2 Quarterly Report on Form 10-QSB of The Wayne Savings and Loan
Company for the fiscal quarter ended June 30, 1997.
99.3 Quarterly Report on Form 10-QSB of The Wayne Savings and Loan
Company for the fiscal quarter ended September 30, 1997.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, 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 Wooster, State of Ohio, on this 28th day of
November, 1997.
WAYNE SAVINGS BANKSHARES, INC.
By: /s/ Charles F. Finn
--------------------
Charles F. Finn, 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 date indicated.
By: /s/ Charles F. Finn By: /s/ Todd J. Tappel
------------------------------- ------------------------------------------
Charles F. Finn, President and Todd J. Tappel, Senior Vice President
Chief Executive Officer (Chief Financial and Accounting Officer)
(Principal Executive Officer)
Date: November 28, 1997 Date: November 28, 1997
By: /s/ Kenneth G. Rhode By: /s/ James C. Morgan
------------------------------- ------------------------------------------
Kenneth G. Rhode, Chairman James C. Morgan, Director
Date: November 28, 1997 Date: November 28, 1997
By: /s/ Joseph L. Retzler By: /s/ Donald E. Massaro
------------------------------- ------------------------------------------
Joseph L. Retzler, Director Donnald E. Massaro, Director
Date: November 28, 1997 Date: November 28, 1997
By: /s/ Russell L. Harpster By: /s/ Terry A. Gardner
------------------------------- ------------------------------------------
Russell L. Harpster, Director Terry A. Gardner, Director
Date: November 28, 1997 Date: November 28, 1997
THE PLANS. Pursuant to the requirements of the Securities Act of 1933, the
Committee which administers the 1993 Incentive Plan and the 1993 Directors Plan
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 this 29/th/ day of November, 1997.
THE WAYNE SAVINGS AND LOAN COMPANY
1993 INCENTIVE STOCK OPTION PLAN
THE WAYNE SAVINGS AND LOAN COMPANY
1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
/s/ Charles F. Finn
--------------------------------
Charles F. Finn, President and
Chief Executive Officer