1
As filed with the Securities and Exchange Commission on November 25, 1997.
Registration No.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
OHIO 6711 34-1588902
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Class- Identification No.)
incorporation or Identification Code No.)
organization)
5520 MONROE STREET
SYLVANIA, OHIO 43560
(419) 885-7379
(Address of Principal Executive Offices, including Zip Code)
CAPITAL BANK, N.A.
RETIREMENT SAVINGS PLAN
(Full title of the Plan)
--------------
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
MR. JOHN S. SZUCH COPIES OF COMMUNICATIONS TO:
CHAIRMAN THOMAS C. BLANK, ESQ.
CAPITAL HOLDINGS, INC. WERNER & BLANK CO., L.P.A.
5520 MONROE STREET 7205 W. CENTRAL AVENUE
SYLVANIA, OHIO 43560 TOLEDO, OHIO 43617
(419) 885-7379 (419) 841-8051
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
=======================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit(l) Price(l) Fee
- -------------------------------------------------------------------------------------------------------
Common Stock 125,000 $44.50 $5,562,500 $1,918.10
=======================================================================================================
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457, based upon the current trading price for the Common Stock
as of November 24, 1997.
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
---------------
2
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
The information required to be included in the Section 10(a)
prospectus is not required to be included herein.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated in this Registration
Statement by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed pursuant to Section 13 of the
Exchange Act: (File No. 33-46573);
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in
(a) above: (File No. 33-46573); and
(c) The description of the Corporation's Common Stock
contained in the Registration Statement filed on Form S-1
(File No. 33-46573).
All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement 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 in this Registration Statement, and to be a part hereof from the date
of such filing.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Chapter 17 of the Ohio General Corporation Law provides that Ohio
corporations may indemnify an individual made a party to any threatened,
pending, or completed action, suit or proceeding whether civil, criminal,
administrative or investigative, because the individual is or was a director,
officer, employee or agent of the corporation, against liability incurred in the
proceeding if the person: (i) acted in good faith and (ii) the individual
believes his conduct was in the corporation's best interest or was not opposed
to the corporation's best interest.
Chapter 17 further provides that a corporation shall indemnify an
individual who was fully successful on the merits or otherwise in any proceeding
to which the director, officer, employee or agent was a party because the
individual was or is a director, officer, employee or agent of the corporation,
for reasonable expenses incurred by the director in connection with the
3
proceeding. Chapter 17 also provides that a corporation may purchase and
maintain insurance on behalf of the individual who is or was a director,
officer, employee or agent of the corporation or who, while a director, officer,
employee or agent of the corporation is or was serving at the request of the
corporation as a director, officer, partner, trustee, employer or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprises, against liability asserted against
or incurred by the individual in that capacity or arising from the individual
status as a director, officer, employee, or agent.
Registrant maintains a directors' and officers' liability insurance
policy, including expense reimbursement, for the purpose of providing
indemnification to its directors and officers in the event of such a threatened,
pending or completed action.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
4.1 Capital Bank, N.A. Retirement Savings Plan.
5 Legal Opinion of Werner & Blank Co. L.P.A. (including Consent).
23(a) Consent of Ernst & Young, LLP, Independent Public Accountants.
23(b) Consent of Werner & Blank Co. L.P.A. (included in opinion #5 above)
24. Power of Attorney
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, represent a fundamental
change in the information set forth in the 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;
Provided, however, that Paragraph (a)(l)(i) and (a)(l)(ii)
shall not apply if the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the Registration Statement
4
(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 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) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to 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 herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(h) 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 provisions
described in Item 6, 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 proceedings) 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.
5
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 Sylvania, State of Ohio, on this 18th day of
November, 1997.
Capital Holdings, Inc.
By: /S/ ROBERT A. SULLIVAN
-------------------------------
Robert A. Sullivan, President
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 dates indicated.
Capital Holdings, Inc.
/S/ JOHN S. SZUCH
----------------------------------
John S. Szuch,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 18th day of November, 1997.
Signature Title
--------- -----
/S/ JOHN S. SZUCH
- ------------------------------------
John S. Szuch Chairman and Chief Executive Officer
and Director (Principal Executive Officer)
/S/ ROBERT A. SULLIVAN
- ------------------------------------
Robert A. Sullivan President, Chief Operating Officer and Director
/S/ MICHAEL P. KILLIAN
- ------------------------------------
Michael P. Killian Senior Vice President and Chief Financial Officer
(Principal Accounting Officer)
/S/ JAMES M. APPOLD Director
- ------------------------------------
James M. Appold
6
/S/ DAVID P. BENNETT Director
- ------------------------------------
David P. Bennett
Director
- ------------------------------------
Yale M. Feniger
/S/ GEORGE A. ISAAC, III Director
- ------------------------------------
George A. Isaac, III
/S/ MICHAEL C. LANDIN Director
- ------------------------------------
Michael C. Landin
/S/ RONALD R. LANGENDERFER Director
- ------------------------------------
Ronald R. Langenderfer
/S/ JOEL A. LEVINE Director
- ------------------------------------
Joel A. Levine
Director
- ------------------------------------
W. G. Lyden, III
/S/ THOMAS W. NOE Director
- ------------------------------------
Thomas W. Noe
/S/ NOEL S. ROMANOFF Director
- ------------------------------------
Noel S. Romanoff
/S/ JAMES D. SAYRE Director
- ------------------------------------
James D. Sayre
/S/ JAMES M. TUSCHMAN Director
- ------------------------------------
James M. Tuschman