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Registration No.333-_____
Filed April 30, 1998
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)
Emerald Financial Corp. 1998 Stock Option and Incentive Plan .
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(Full Title of Plan)
John F. Ziegler
Executive Vice President &
Chief Financial Officer
Emerald Financial Corp.
14092 Pearl Road, Strongsville, Ohio 44136
(440) 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 (1) Price per share(2) offering price(2) Fee(2)
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Capital Stock, No par 250,000 $ 29.25 $7,312,500.00 $2,157.19
value
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Notes:
1. Consistent with Rule 416 under the Securities Act of 1933, this registration
Statement also includes an indeterminate number of shares of Common Stock that
may be issued under the anti-dilution provision of the plan.
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 April 24,
1998.
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 given to participants in the Emerald Financial Corp. 1998 Stock Option and
Incentive Plan (the "Plan") as specified of Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act"). In accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC") and the
instructions to Form S-8, such documents are not being filed with the SEC either
as part of this Registration Statement or as a prospectus pursuant to Rule 424.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
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Emerald Financial Corp. (Company or Registrant) incorporates by
reference into this registration statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, filed with the SEC under SEC File No. 000-22201.
(b) The description of the Registrant'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 Registrant 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 which indicates that all
securities offered herein have been sold, or which reregisters all securities
then remaining unsold, shall be deemed incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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A legal opinion has been rendered by Grady & Associates to the effect
that when issued in accordance with the Plan, Registrant's common shares will be
duly issued and outstanding and fully paid and non-assessable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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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 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.
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Emerald Financial Corp.
S-8 Registration
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
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Not applicable.
ITEM 8. EXHIBITS
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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
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(5) Opinion of Grady & Associates regarding legality
(23.1)(a) Consent of KPMG Peat Marwick LLP
(23.1)(b) Consent of Deloitte & Touche LLP
(23.2) Consent of Grady & Associates (appears in their
opinion filed as Exhibit 5)
(24) Power of Attorney for any subsequent amendments
(contained in the signature page to this Registration
Statement).
(99.1) Emerald Financial Corp. 1998 Stock Option and
Incentive Plan
(99.2) Form of Emerald Financial Corp. 1998 Stock Option and
Incentive Agreement
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Emerald Financial Corp.
S-8 Registration
ITEM 9 UNDERTAKINGS
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(a) The undersigned registrant 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
(i) Include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) 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 together, represent a
fundamental change in the information set
forth in the registration statement.
Notwithstanding the foregoing, any increase
or decrease in volume of securities offered
(if the total dollar value of securities
offered would not exceed that which was
registered) and any deviation from the low
or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Securities and
Exchange Commission pursuant to rule 424(b)
if, in the aggregate, the changes in volume
and price represent no more than a 20
percent change in maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
registration statement; and
(iii) Include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the 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,
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Emerald Financial Corp.
S-8 Registration
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 27th day of April
1998.
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 acting 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 or 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 April 27, 1998
Thomas P. Perciak
\S\ JOHN F. ZIEGLER Executive Vice President, Chief
- --------------------------- Financial Officer and Director April 27, 1998
John F. Ziegler
\S\ MIKE KALINICH Chairman of the Board of
- --------------------------- Directors April 27, 1998
Mike Kalinich
\S\ JOAN M. DZURILLA
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Joan M. Dzurilla Director April 27, 1998
\S\ WILLIAM A. FRAUNFELDER, Jr.
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William A. Fraunfelder, Jr. Director April 27, 1998
\S\ GLENN W. GOIST
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Glenn W. Goist Director April 27, 1998
\S\ GEORGE P. BOHNERT, JR. Director April 27, 1998
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George P. Bohnert, Jr.
\S\ JOHN J. PLUCINSKY
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John J. Plucinsky Director April 27, 1998
\S\ KENNETH J. PIECHOWSKI
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Kenneth J. Piechowski Director April 27, 1998
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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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5 Opinion of Grady & Associates regarding legality
23.1(a) Consent of KPMG Peat Marwick LLP
23.1(b) Consent of Deloitte & Touche LLP
23.2 Consent of Grady & Associates LLP (appears in their
opinion filed as Exhibit 5)
24 Power of Attorney for any subsequent amendments
(contained in the signature page to this Registration
Statement).
99.1 The Emerald Financial Corp. 1998 Stock Option and
Incentive Plan
99.2 Form of The Emerald Financial Corp. 1998 Stock Option
and Incentive Agreement
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