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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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PEOPLES FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its Articles)
Ohio 34-1822228
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
211 Lincoln Way East
Massillon , Ohio 44646
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(Address of Principal Execution Offices)
The Peoples Federal
401(k) Profit Sharing Plan
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(Full title of the plan)
Peoples Federal Savings and Loan Association of Massillon
Attention: Paul von Gunten
211 Lincoln Way East
Massillon, Ohio 44646
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(Name and address of agent for service)
(330) 832-7441
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum offering Proposed maximum Amount of
to be registered registered(1) price per share(2) aggregate offering price registration fee
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Common Shares 200,000 $7.05 $1,410,000 $352.50
No par value
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for purposes of calculating the registration fee; based
upon the average of the high and low sale prices for a share of Peoples
Financial Corporation on August 3, 2001, as quoted on The Nasdaq SmallCap
Market.
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PART II
The contents of the Registration Statement on Form S-8 (registration number
333-22393) filed by the Registrant on February 26, 1997, are hereby incorporated
by reference in this Registration Statement on Form S-8.
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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 Massillon, State of Ohio, on June 26, 2001.
PEOPLES FINANCIAL CORPORATION
By: /s/ Paul von Gunten
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Paul von Gunten
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated.
Signature Title Date
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/s/ Victor C. Baker Director June 26, 2001
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Victor C. Baker
/s/ Alan C. Edie Director June 26, 2001
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Alan C. Edie
/s/ James P. Bordner Director June 26, 2001
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James P. Bordner
/s/ Vincent G. Matecheck Director June 26, 2001
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Vincent G. Matecheck
/s/ Thomas E. Shelt Director June 26, 2001
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Thomas E. Shelt
/s/ Vince E. Stephan Director June 26, 2001
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Vince E. Stephan
/s/ Paul von Gunten President, Chief Executive June 26, 2001
- ------------------- Officer, Director
Paul von Gunten
/s/ James R. Rinehart Treasurer (Chief Financial June 26, 2001
- --------------------- Officer)
James R. Rinehart
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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 Massillon, State of Ohio,
on June 29, 2001.
PEOPLES FEDERAL 401(K) PROFIT SHARING PLAN
By United National Bank & Trust Co.
By /s/ Richard J. Reiland Jr.
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Richard J. Reiland Jr.
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EXHIBIT INDEX
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Exhibit No. Document
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4(a) The Peoples Federal 401(k) Profit
Sharing Plan, as amended (Incorporated
by reference to Registration Statement
on Form S-8 filed by the Registrant on
February 26, 1997, Registration No.
333-22393) (the "1997 Form S-8").
4(b) Articles of Incorporation (Incorporated
by reference to the 1997 Form S-8).
5 Internal Revenue Service determination
letters (Incorporated by reference to
the 1997 Form S-8).
23(a) Consent of Independent Public Accountant