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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1999
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REGISTRATION NO. 33-63101
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FIRSTMERIT CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 34-1339938
(State of incorporation) (I.R.S. Employer Identification No.)
III CASCADE PLAZA, AKRON OHIO 44308
(Address of Principal Executive Offices) (Zip Code)
FIRSTMERIT CORPORATION AND AFFILIATES EMPLOYEES' SALARY SAVINGS RETIREMENT PLAN
(Full Title of the Plan)
TERRY E. PATTON,
SENIOR VICE PRESIDENT AND SECRETARY, FIRSTMERIT CORPORATION
III CASCADE PLAZA, AKRON, OHIO 44308
(330) 996-6300
(Name, address, including zip code, and telephone number,
including area code of agent for service)
COPY TO:
KEVIN C. O'NEIL
BROUSE MCDOWELL
500 FIRST NATIONAL TOWER
AKRON, OHIO 44308
(330) 434-5207
Calculation of Registration Fee
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
share price
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Common Stock, 600,000 Shares 26.50(3) $15,900,000 $4,420.20
no par value(1,2)
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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 participation
interests to be offered or sold pursuant to the employee benefit plan described
herein (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933 on the
basis of the average of the high and low prices reported on The Nasdaq Stock
Market for the Common Stock of FirstMerit Corporation on April 19, 1999.
(3) Includes associated rights (the "Rights") to purchase the FirstMerit Common
Stock. Until the occurrence of certain prescribed events, the rights are not
exercisable, are evidenced by the certificates representing the FirstMerit
Common Stock, and trade with the FirstMerit Common Stock.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required in Part I of the
Registration Statement will be provided to each participant in the Plan as
required by Rule 428(b)(1). Such documents are not being filed with the
Securities and Exchange Commission (the "Commission") in accordance with the
instructions to Form S-8, but constitute (along with the documents incorporated
by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission under the Exchange
Act by the Company (File No. 0-10161) are hereby incorporated by reference into
this Registration Statement Amendment:
a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998 filed with the Commission on March 22, 1999;
b) The portions of the Company's Proxy Statement for the Annual
Meeting of Shareholders held April 21, 1999 that have been
incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended December 31, 1998;
c) The Company's Current Reports on Form 8-K filed with the
Commission on March 5, 1999, April 20, 1999 and April 21,
1999; and
d) (i) The description of the Company's Common Stock contained in
the Company's Current Report on Form 8-K filed with the
Commission on September 10, 1998, and (ii) the description of
the rights issued pursuant to the FirstMerit Shareholders
Rights Agreement, dated as of October 23, 1993, by and between
the Company and FirstMerit Bank, N.A., as rights agent, as
amended and restated May 20, 1998, contained in Amendment No. 2
to the Company's Registration Statement on Form 8-A with
respect thereto filed with the Commission on June 22, 1998; and
any further amendment or report filed for the purpose of
updating the description.
All documents hereafter filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of the Company's Common Stock to be issued
by the Company under the Plan has been passed upon for the Company by its
counsel, Brouse McDowell, a Legal Professional Association ("Brouse McDowell").
Philip A. Lloyd II, a director and shareholder of the Company, is a shareholder
of Brouse McDowell. Kevin C. O'Neil is a shareholder of Brouse McDowell, and the
Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Article Sixth of the Amended and Restated Articles of
Incorporation of the Company, the Company may indemnify any director or officer,
any former director or officer of the Company and any person who is or has
served at the request of the Company as a director, officer or trustee of
another corporation, partnership, joint venture, trust or other enterprise (and
his heirs, executors and administrators) against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him by reason of the fact that he is or was such director, officer
or trustee 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, as the same may be in effect from time
to time. The indemnification provided for therein is not deemed to restrict the
right of the Company to (i) indemnify employees, agents and others as permitted
by such law, (ii) purchase and maintain insurance or provide similar protection
on behalf of directors, officers or such other persons against liabilities
asserted against them or expenses incurred by them arising out of their service
to the Company, and (iii) enter into agreements with such directors, officers,
employees, agents or others indemnifying them against any and all liabilities
(or such lesser indemnification as may be provided in such agreements) asserted
against them or incurred by them arising out of their service to the Company.
The rights provided in Article Sixth are in addition to any rights
provided by contract or as a matter of law. Ohio Revised Code Section 1701.13(E)
includes indemnification provisions similar to Article Sixth. Section 1701.13(E)
of the Ohio Revised Code provides that a corporation may indemnify or agree to
indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, other than an action by or in
the right of the corporation, by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign, nonprofit
or for profit, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including attorney's fees,
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, if he had no reasonable cause to believe his conduct was
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unlawful. The termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
Section 1701.13(E)(2) further specifies that a corporation may
indemnify or agree to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending, or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor, by reason of the fact that he is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of (a) any claim, issue, or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless, and only to the extent, that the court of
common pleas or the court in which such action or suit was brought determines,
upon application, that, despite the adjudication of liability, but in view of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses as the court of common pleas or such other court
shall deem proper, and (b) any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95 of the Ohio Revised
Code concerning unlawful loans, dividends and distribution of assets.
In addition, Section 1701.13(E) requires a corporation to pay any
expenses, including attorney's fees, of a director in defending an action, suit,
or proceeding referred to above as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, upon receipt of an undertaking
by or on behalf of the director in which he agrees to both (i) repay such amount
if it is proved by clear and convincing evidence that his action or failure to
act involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the best
interests of the corporation and (ii) reasonably cooperate with the corporation
concerning the action, suit, or proceeding. Section 1701.13(E) further
authorizes a corporation to enter into contracts regarding indemnification and
to purchase and maintain insurance on behalf of any director, trustee, officer,
employee or agent for any liability asserted against him or arising out of his
status as such. The Company presently has contracts with each of its directors
and key officers and maintains insurance for the benefit of persons entitled to
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
4.1 Shareholders Rights Agreement dated October 21, 1993, between FirstMerit
Corporation and FirstMerit Bank, N.A., as amended and restated May 20,
1998 (incorporated by reference from Exhibit 4 to the Form 8-A/A filed
by the registrant on June 22, 1998)
4.2 Instrument of Assumption of Indenture between FirstMerit Corporation and
NBD Bank, as Trustee, dated October 23, 1998 regarding FirstMerit
Corporation's 6 1/4% Convertible Subordinated Debentures, due May 1,
2008 (incorporated by reference from Exhibit 4(b) to the Form 10-Q filed
by the registrant on November 13, 1998)
4.3 Supplemental Indenture, dated as of February 12, 1999, between
FirstMerit and Firstar Bank Milwaukee, National Association, as Trustee
relating to the obligations of the FirstMerit Capital Trust I, fka
Signal Capital Trust I (incorporated by reference from Exhibit 4.3 to
the Form 10-K filed by the registrant on March 22, 1999)
4.4 Indenture dated as of February 13, 1998 between Firstar Bank Milwaukee,
National Association, as trustee and Signal Corp (incorporated by
reference from Exhibit 4.1 to the Form S-4, No. 333-52581-01, filed by
FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998)
4.5 Amended and Restated Declaration of Trust of FirstMerit Capital Trust I,
fka Signal Capital Trust I, dated as of February 13, 1998 (incorporated
by reference from Exhibit 4.5 to the Form S-4 No. 333-52581-01, filed by
FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998)
4.6 Form Capital Security Certificate (incorporated by reference from
Exhibit 4.6 to the Form S-4 No. 333-52581-01, filed by FirstMerit
Capital Trust I, fka Signal Capital Trust I, on May 13, 1998)
4.7 Series B Capital Securities Guarantee Agreement (incorporated by
reference from Exhibit 4.7 to the Form S-4 No. 333-52581-01, filed by
FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13, 1998)
4.8 Form of 8.67% Junior Subordinated Deferrable Interest Debenture, Series
B (incorporated by reference from Exhibit 4.7 to the Form S-4 No.
333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital
Trust I, on May 13, 1998)
5.1 Opinion of Brouse McDowell
23.1 Consent of Brouse McDowell (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers, L.L.P.
24. Limited Power of Attorney
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ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, 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.
(c) The Company 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; and
(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 paragraphs (1)(i) and (ii) above 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 Commission by
the Company pursuant
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to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration
statement.
(2) That for the purpose of determining 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 offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8, and has duly caused this Post Effective
Amendment No. 1 to Registration Statement No. 33-63101 to be signed on its
behalf by the undersigned, there unto duly authorized, in the City of Akron,
State of Ohio, on April 21, 1999.
FirstMerit Corporation
By:/s/ John R. Cochran
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John R. Cochran, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 to Registration Statement No. 33-63101 has been signed
by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE
/s/John R. Cochran Chairman and Chief Executive Officer
- ----------------------------- (Principal Executive Officer) and Director
John R. Cochran
/s/Austin J. Mulhern Senior Vice President, Finance and
- ----------------------------- Administration (Chief Financial Officer
Austin J. Mulhern and Chief Accounting Officer)
Karen S. Belden* Director
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Karen S. Belden
R. Cary Blair* Director
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R. Cary Blair
John C. Blickle* Director
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John C. Blickle
Sid A. Bostic* Director
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Sid A. Bostic
Gary G. Clark* Director
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Gary G. Clark
Robert W. Briggs* Director
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Robert W. Briggs
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Philip A. Lloyd, II* Director
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Philip A. Lloyd, II
Richard Colella* Director
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Richard Colella
Terry L. Haines* Director
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Terry L. Haines
Clifford J. Isroff* Director
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Clifford J. Isroff
Robert G. Merzweiler* Director
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Robert G. Merzweiler
Roger T. Read* Director
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Roger T. Read
Justin T. Rogers, Jr.* Director
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Justin T. Rogers, Jr.
Richard N. Seaman* Director
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Richard N. Seaman
Jerry M. Wolf* Director
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Jerry M. Wolf
Charles F. Valentine* Director
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Charles F. Valentine
*The undersigned, by signing his name hereto, does sign and execute
this amendment to a registration statement on behalf of each of the indicated
officers and directors of FirstMerit Corporation pursuant to a Power of Attorney
executed by each such officer and director and filed with this registration
statement.
Dated: April 21, 1999 /s/ Kevin C. O'Neil
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Kevin C. O'Neil
Attorney-in-Fact
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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FIRSTMERIT CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
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EXHIBITS
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EXHIBIT INDEX
4.1 Shareholders Rights Agreement dated October 21, 1993, between
FirstMerit Corporation and FirstMerit Bank, N.A., as amended and
restated May 20, 1998 (incorporated by reference from Exhibit 4 to the
Form 8-A/A filed by the registrant on June 22, 1998)
4.2 Instrument of Assumption of Indenture between FirstMerit Corporation
and NBD Bank, as Trustee, dated October 23, 1998 regarding FirstMerit
Corporation's 6 1/4% Convertible Subordinated Debentures, due May 1,
2008 (incorporated by reference from Exhibit 4(b) to the Form 10-Q
filed by the registrant on November 13, 1998)
4.3 Supplemental Indenture, dated as of February 12, 1999, between
FirstMerit and Firstar Bank Milwaukee, National Association, as Trustee
relating to the obligations of the FirstMerit Capital Trust I, fka
Signal Capital Trust I (incorporated by reference from Exhibit 4.3 to
the Form 10-K filed by the registrant on March 22, 1999)
4.4 Indenture dated as of February 13, 1998 between Firstar Bank Milwaukee,
National Association, as trustee and Signal Corp (incorporated by
reference from Exhibit 4.1 to the Form S-4, No. 333-52581-01, filed by
FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13,
1998)
4.5 Amended and Restated Declaration of Trust of FirstMerit Capital Trust
I, fka Signal Capital Trust I, dated as of February 13, 1998
(incorporated by reference from Exhibit 4.5 to the Form S-4 No.
333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital
Trust I, on May 13, 1998)
4.6 Form Capital Security Certificate (incorporated by reference from
Exhibit 4.6 to the Form S-4 No. 333-52581-01, filed by FirstMerit
Capital Trust I, fka Signal Capital Trust I, on May 13, 1998)
4.7 Series B Capital Securities Guarantee Agreement (incorporated by
reference from Exhibit 4.7 to the Form S-4 No. 333-52581-01, filed by
FirstMerit Capital Trust I, fka Signal Capital Trust I, on May 13,
1998)
4.8 Form of 8.67% Junior Subordinated Deferrable Interest Debenture, Series
B (incorporated by reference from Exhibit 4.7 to the Form S-4 No.
333-52581-01, filed by FirstMerit Capital Trust I, fka Signal Capital
Trust I, on May 13, 1998)
5.1 Opinion of Brouse McDowell
23.1 Consent of Brouse McDowell (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers, L.L.P.
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