Registration No. 333-________
Filed July 18, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIDELITY FINANCIAL OF OHIO, INC.
(Exact Name of Registrant as specified in its Certificate of Incorporation)
Ohio
(State or other jurisdiction of incorporation)
31-1455721
(IRS Employer Identification No.)
4555 Montgomery Road, Cincinnati, Ohio 45212
(Address of principal executive offices) (Zip code)
1997 STOCK OPTION PLAN
(Full Title of the Plan)
Copies to:
John R. Reusing Jeffrey D. Haas, Esq.
President and Chief Patricia J. Wohl, Esq.
Executive Officer Elias, Matz, Tiernan & Herrick L.L.P.
Fidelity Financial of Ohio, Inc. 734 15th Street, N.W.
4555 Montgomery Road Washington, D.C.
Cincinnati, Ohio 45212 (202) 347-0300
(513) 351-6666
(Name, address, and telephone number of agent for service)
Page 1 of 17 pages
Index to Exhibits is located on page 8.
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
Common Stock, 173,500 $13.00(3) $2,255,500(3) $683.48
par value
$.10
Common Stock, 54,310 $15.11(4) $ 820,624(4) 248.67
par value ------ --------- ------
$.10
Total 227,810(2) $3,076,124 $932.15
======= ========= ======
(1) Together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares reserved for issuance
pursuant to the Fidelity Financial of Ohio, Inc. ("Company" or
"Registrant") 1997 Stock Option Plan ("Stock Option Plan") as a result
of a stock split, stock dividend or similar adjustment of the
outstanding common stock, $.10 par value per share ("Common Stock"),
of the Company.
(2) Represents shares currently reserved for issuance pursuant to the
Stock Option Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under
the Securities Act of 1933, as amended ("Securities Act"). The
Proposed Maximum Offering Price Per Share is equal to the weighted
average exercise price for the options to purchase 173,500 shares of
Common Stock which have been granted under the Stock Option Plan as of
the date hereof but not yet exercised.
(4) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) promulgated under the Securities Act.
The Proposed Maximum Offering Price Per Share for 54,310 shares for
which stock options have not been granted under the Stock Option Plan
is equal to the average of the high and low prices of the Common Stock
of the Company on July 15, 1997 on the National Association of
Securities Dealers Automated Quotation ("NASDAQ") National Market.
__________________________
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act
and 17 C.F.R. <section> 230.462.
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PART I
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended ("Securities Act"),
and the Note to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in
this Registration Statement:
(a) The description of the Common Stock of the Company contained
in "Description of Capital Stock of the Company" in the prospectus
included in the Company's Registration Statement on Form S-1 (File No.
33-99304) filed with the Commission on November 14, 1995, as amended;
(b) All reports filed by the Company pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the
financial statements in the prospectus referred to in clause (a)
above;
(c) The description of the Common Stock of the Company contained
in the Company's Registration Statement on Form 8-A filed with the
Commission on February 29, 1996;
(d) All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold.
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Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein, or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
ITEM. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Registrant's Articles of Incorporation provides as
follows:
The Corporation shall 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, including actions by or in the right of the Corporation, by
reason of the fact that such person 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, 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 such person in connection with such
action, suit, or proceeding to the full extent permissible under Ohio law.
Section 1701.13 of the Ohio General Corporation Law provides as
follows with respect to indemnification.
(E) (1) 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
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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 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
it self, 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, he had reasonable cause to
believe that his conduct was unlawful.
(2) 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 any of the
following:
(a) Any claim, issue, or matter as to which such
person is 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;
(b) Any action or suit in which the only liability
asserted against a director is pursuant to section 1701.95 of the
Revised Code.
(3) To the extent that a director, trustee, officer,
employee, member, manager, or agent has been successful on the merits
or otherwise in defense of any action, suit, or proceeding referred to
in division (E)(1) or (2) of this section, or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of
this section, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case, upon a
determination that indemnification of the director, trustee,
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officer, employee, member, manager, or agent is proper in the
circumstances because he has met the applicable standard of conduct
set forth in division (E)(1) or (2) of this section. Such deter-
mination shall be made as follows:
(a) By a majority vote of a quorum consisting of
directors of the indemnifying corporation who were not and are not
parties to or threatened with the action, suit or proceeding referred
to in division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of
this section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having
associated with it an attorney, who has been retained by or who has
performed services for the corporation or any person to be indemnified
within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which
the action, suit, or proceeding referred to in division (E)(1) or (2)
of this section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under division
(E)(4)(b) of this section shall be promptly communicated to the person
who threatened or brought the action or suit by or in the right of the
corporation under division (E)(2) of this section, and, within ten
days after receipt of such notification, such person shall have the
right to petition the court of common pleas or the court in which such
action or suit was brought to review the reasonableness of such
determination.
(5) (a) Unless at the time of a director's act or omission
that is the subject of an action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, the articles or the
regulations of a corporation state, by specific reference to this
division, that the provisions of this division do not apply to the
corporation and unless the only liability asserted against a director
in an action, suit, or proceeding referred to in division (E)(1) or
(2) of this section is pursuant to section 1701.95 of the Revised
Code, expenses, including attorney's fees, incurred by a director in
defending the action, suit, or proceeding shall be paid by the
corporation 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 do both of the
following:
(i) Repay such amount if it is proved by clear
and convincing evidence in a court of competent jurisdiction that his
action or failure to act involved an act or omission undertaken with
deliberate intent to cause injury to
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the corporation or undertaken with reckless disregard for the best
interests of the corporation;
(ii) Reasonably cooperate with the corporation
concerning the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or agent in
defending any action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, may be paid by the corporation as they
are incurred, in advance of the final disposition of the action, suit,
or proceeding, as authorized by the directors in the specific case,
upon the receipt of an undertaking by or on behalf of the director,
trustee, officer, employee, member, manager, or agent to repay such
amount, if it ultimately is determined that he is not entitled to be
indemnified by the corporation.
(6) The indemnification authorized by this section shall
not be exclusive of, and shall be in addition to, any other rights
granted to those seeking indemnification under the articles, the
regulations, any agreement, a vote of shareholders or disinterested
directors, or otherwise, both as to action in their official
capacities and as to action in another capacity while holding their
offices or positions, and shall continue as to a person who has ceased
to be a director, trustee, officer, employee, member, manager, or
agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including, but not limited to, trust
funds, letters of credit, or self-insurance, on behalf of or for any
person who 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 or
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify
him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation
has a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E)(1) or (2) of this section does not limit the
payment of expenses as they are incurred, indemnification, insurance,
or other protection that may be provided pursuant to divisions (E)(5),
(6), and (7) of this section. Divisions (E)(1) and (2) of this
section do not create any obligation to repay or return payments made
by the corporation pursuant to division (E)(5), (6), or (7).
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(9) As used in division (E) of this section, "corporation"
includes all constituent entities in a consolidation or merger and the
new or surviving corporation, so that any person who is or was a
director, officer, employee, trustee, member, manager, or agent of
such a constituent entity, or is or was serving at the request of such
constituent entity 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, shall stand in
the same position under this section with respect to the new or
surviving corporation as he would if he had served the new or
surviving corporation in the same capacity.
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
4 Common Stock Certificate* --
5 Opinion of Elias, Matz, Tiernan & Herrick E-1
L.L.P. as to the legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick --
L.L.P. (contained in the opinion included
as Exhibit 5)
23.2 Consent of Grant Thornton LLP E-3
24 Power of attorney for any subsequent --
amendments is located in the signature pages
99 1997 Stock Option Plan** --
- ---------------------
* Incorporated by reference from the Company's Registration Statement on
Form S-1 (Commission File No. 33-99304) filed with the Commission on
November 14, 1995, as amended.
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
8
- ---------------------
** Incorporated by reference from the Company's definitive proxy
statement filed with the Commission on March 28, 1997.
ITEM 9. UNDERTAKINGS.
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,
(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 in such information in the
Registration Statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities 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.
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.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.
5. 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 foregoing provisions
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against 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
9
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 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 questions whether such indemni-
fication by it is against public policy expressed in the Securities Act
and will be governed by the final adjudication of such issue.
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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 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 State of Ohio on July 15, 1997.
FIDELITY FINANCIAL OF OHIO, INC.
By: /S/ JOHN R. REUSING
John R. Reusing
President and Chief Financial Officer
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. Each person whose signature appears
below hereby makes, constitutes and appoints John R. Reusing his true and
lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of
substitution any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by
said attorney to any and all amendments.
/S/ JOHN R. REUSING July 15, 1997
John R. Reusing
President and Chief Executive Officer
(Principal Executive Officer)
/S/ MICHAEL W. JORDON July 15, 1997
Michael W. Jordon
/S/ DAVID A. LUECKE
David A. Luecke July 15, 1997
Director
/S/ CONSTANTINE N. PAPADAKIS July 15, 1997
Constantine N. Papadakis
Director
/S/ ROBERT W. ZUMBIEL July 15, 1997
Robert W. Zumbiel
Director
/S/ PAUL D. STAUBACH
Paul D. Staubach July 15, 1997
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)
/S/ THOMAS N. SPAETH July 15, 1997
Thomas N. Spaeth
Director
/S/ JOSEPH D. HUGHES July 15, 1997
Joseph D. Hughes
Director