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Registration No. 000-22201
Filed May 16, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
EMERALD FINANCIAL CORP.
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(Exact name of registrant as specified in its Articles of Incorporation)
Ohio 34-1842953 .
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
14092 Pearl Road, Strongsville, Ohio 44136 .
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(Address of Principal Executive Offices)
The Strongsville Savings Bank 401 (K) Retirement Savings Plan .
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(Full Title of Plan)
John F. Ziegler Emerald Financial Corp.
Executive Vice President & 14092 Pearl Road, Strongsville, Ohio 44136
Chief Financial Officer (216) 238-7311
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed maxi- Proposed maxi- Amount of
Securities to be to be mum offering mum aggregate Registration
Registered Registered Price per share(2) offering price(2) Fee(3)
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Capital Stock, No par 100,000(1) $ 13.44 $1,344,000.00 $ 407.27
value
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<FN>
Notes:
1. Represents an estimate of such presently indeterminable number of shares
as may be purchased with employer and employee contributions pursuant to
The Strongsville Savings Bank 401 (K) Retirement Savings Plan. Pursuant
to Rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
2. Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h). The proposed Maximum
Offering Price Per Share is the average of the high and low prices of the
common stock, without par value, of Emerald Financial Corp. on the NASDAQ
National Market on May 15, 1997.
3. Computed in accordance with Rule 457(h) under the Act.
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This Registration Statement shall become effective automatically upon the date
of filing in accordance with Section 8(a) of the Securities Act of 1933, as
amended, and 17 C.F.R. Section 230.462.
Page 1 of 7 pages
Index to Exhibits is located on page 7.
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Emerald Financial Corp.
S-8 Registration
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting Part I of this Registration Statement will
be sent or given to participants in the 401(k) Plan as specified in Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Emerald Financial Corp. (the Company) incorporates by reference into
this registration statement the following documents:
(a) Emerald Financial Corp.'s Annual Report on Form 10-K for the
year ended December 31, 1996, filed with the SEC under SEC
File No. 000-22201.
(b) The Compay's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, filed with the SEC under SEC File No.
000-22201.
(c) The description of the Company's Common Stock, without par
value, contained in the Company's Registration Statement on
Form 8-A dated March 6, 1997.
All documents subsequently filed by the Company or The Strongsville
Savings Bank 401(k) Retirement Savings Plan (Plan) pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (Exchange Act), prior
to the filing of a post-effective amendment that indicates all securities
offered have been sold, or that deregisters all securities then remaining
unsold, shall be deemed incorporated by reference in this registration statement
and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable since the Company's Common Stock is registered under
Section 12 of the Securities Act of 1933, as amended.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 1701.13(E) of the Ohio Revised Code, the Company
will indemnify any director or officer and any former director or officer of the
Company, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him or her by
reason of the fact that he or she is or was such a director or officer, in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, to the full extent
permitted by applicable law.
Article IV, Section A of the Code of Regulations of the Company
provides that the Company shall indemnify any person who is or was a director or
officer of the company or who is serving at the request of the Company as a
director or officer against expenses (including attorney's fees, judgments,
fines and amounts paid in settlement) actually and reasonably incurred by him or
her by reason of the fact that he or
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Emerald Financial Corp.
S-8 Registration
she was such director or officer in connection with any threatened, pending or
contemplated action, suit or proceeding, whether civil, criminal, administrative
or investigative to the full extent and according to the procedures and
requirements in the Oho Revised Code as the same may be in effect from time to
time.
The Company has purchased insurance policies indemnifying its officers
and directors and the officers and directors of its subsidiary against claims
and liabilities (with stated exceptions) to which they may become subject by
reason of their positions with the Company as officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K).
NO. EXHIBIT PAGE
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(24) Power of Attorney for any subsequent amendments is located
on the signature page of this Registration Statement. - -
(99) The Strongsville Savings Bank 401(k) Retirement Savings E-1
Plan, and amendments thereto.
In lieu of the opinion of counsel or determination letter contemplated
by Item 601(b)(5) of Regulation S-K, the undersigned Registrant hereby
undertakes that it has submitted or will submit the 401(k) Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner,
and has made or will make all changes required by the IRS in order to qualify
such Plan under Section 401 of the Internal Revenue Code of 1986, as amended.
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Emerald Financial Corp.
S-8 Registration
ITEM 9 UNDERTAKINGS
(a) The Company hereby undertakes:
(1) To file, during any period in which offers and 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 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 Act, 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; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
(4) The Company hereby undertakes that, for purposes of
determining any liability under the Act, each filing of its
annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act that is incorporated by reference in this
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 Act may be permitted to directors, officers and
controlling persons of the Company, the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person
of the Company 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 Company 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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Emerald Financial Corp.
S-8 Registration
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 Strongsville, State of Ohio, on the 16th day of May
1997.
EMERALD FINANCIAL CORP.
BY: \S\ THOMAS P. PERCIAK
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Thomas P. Perciak
President and Chief Executive Officer
BY: \S\ JOHN F. ZIEGLER
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John F. Ziegler
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENT that each person whose signature
appears below constitutes and appoints Thomas P. Perciak and John F. Ziegler and
each of them (with full power in each act alone), as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his 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 other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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Emerald Financial Corp.
S-8 Registration
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.
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SIGNATURE TITLE DATE
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\S\ THOMAS P. PERCIAK President, Chief Executive
- --------------------- Officer and Director
Thomas P. Perciak May 16, 1997
\S\ JOHN F. ZIEGLER Executive Vice President, Chief
- -------------------- Financial Officer and Director
John F. Ziegler May 16, 1997
\S\ MIKE KALINICH Chairman of the Board of Directors
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Mike Kalinich May 16, 1997
\S\ JOAN M. DZURILLA Director
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Joan M. Dzurilla May 16, 1997
. Director
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William A. Fraunfelder, Jr.
\S\ GLENN W. GOIST
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Glenn W. Goist, DDS Director May 16, 1997
. Director
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George P. Bohnert, Jr., CPA
. Director
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John J. Plucinsky, MD
\S\ KENNETH J. PIECHOWSKI Director
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Kenneth J. Piechowski May 16, 1997
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The 401(k) Plan. Pursuant to the requirements of the Securities Act, The
Strongsville Savings Bank 401(k) Retirement Savings Plan and Trust has duly
caused this Registration Statement to be signed on its behalf by the undersigned
trustees, thereunto duly authorized, in the City of Strongsville, State of Ohio,
on May 16, 1997.
THE STRONGSVILLE SAVINGS BANK 401(k)
RETIREMENT SAVINGS PLAN AND TRUST
(Plan Administrator)
By: \S\ BARBARA J. BURKE
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Barbara J. Burke
Director, Human Resources
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Emerald Financial Corp.
S-8 Registration
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
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24 Power of Attorney for any subsequent amendments is located on
the signature page of this Registration Statement.
99 The Strongsville Savings Bank 401(k) Retirement Savings Plan,
and amendments thereto.
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