As filed with the Securities and Exchange Commission on March 25, 2004
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CHEVIOT FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Federal 56-2423720
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3723 Glenmore Avenue
Cheviot, Ohio 45211
(513) 661-0457
(Address, including zip code, of registrant's principal executive office)
---------------------------------------------------------
CHEVIOT SAVINGS BANK 401(K) RETIREMENT SAVINGS PLAN
(Full title of the plan)
---------------------------------------------------------
Thomas J. Linneman
President and Chief Executive Officer
3723 Glenmore Avenue
Cheviot, Ohio 45211
(513) 661-0457
(Name, address including zip code, and telephone number
including area code, of agent for service)
---------------------------------------------------------
Please send copies of all communications to:
Neil Ganulin, Esq.
Frost Brown Todd LLC
2200 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
(513) 651-6800
---------------------------------------------------------
CALCULATION OF REGISTRATION FEE
========================== =============== ============================== ========================== ====================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) AGGREGATE OFFERING PRICE REGISTRATION FEE
-------------------------- --------------- ------------------------------ -------------------------- --------------------
Common shares, without
par value 100,000 $13.625 $1,362,500 $173
-------------------------- --------------- ------------------------------ -------------------------- --------------------
(1) Pursuant to Rule 416(a), this registration statement also covers additional common shares to be offered or issued
to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2) Estimated in accordance with Rule 457(c) pursuant to Rule 457(h)(i), based upon the average of the high and low
prices per share on the NASDAQ SmallCap Market on March 19, 2004 solely for the purpose of calculation of the
registration fee.
Pursuant to Rule 416(c), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I of Form S-8 to be contained in the Section
10(a) Prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of
Form S-8.
I-1
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents have been filed by Cheviot Financial Corp. (the
"Company") with the Commission (File No. 0-50529) and are incorporated herein by
reference:
1. The Company's latest prospectus filed pursuant to Rule 424(b) on
December 5, 2003; and
2. The description of the Company's common shares from its Registration
Statement on Form 8-A filed with the Securities and Exchange
Commission on December 29, 2003 and any amendment or report filed
thereafter for the purposes of updating such description.
The common shares, par value $0.01 per share, are registered under
Section 12 of the Securities Exchange Act of 1934.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"Subsequently Filed Documents"), 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, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part of
this Registration Statement from the date of filing of such documents.
Any statement contained in this Registration Statement or in a document
incorporated by reference in this Registration Statement 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 Subsequently Filed Document modifies
or supersedes such statement. Any such modified or superseded statement shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
The Company will provide without charge, upon written or oral request,
to each person to whom a copy of this Registration Statement is delivered, a
copy of any or all of the documents incorporated by reference herein, not
including exhibits to such documents. Requests for such copies should be
directed to the Chief Financial Officer, Cheviot Financial Corp., 3723 Glenmore
Avenue, Cheviot, Ohio 45211, telephone number (513) 661-0457.
ITEM 4. DESCRIPTION OF CAPITAL STOCK.
The common shares, par value $0.01 per share, are registered under
Section 12 of the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
There are no provisions in the Company's Charter (the "Charter") by
which an officer or director may be indemnified against any liability which he
or she may incur in his or her capacity as such. However, the Company has
indemnification provisions in its Bylaws (the "Bylaws") which provide the
Company will indemnify, to the full extent permitted by the regulations of the
Office of Thrift Supervision (the "OTS"), all persons whom it may indemnify
under such regulations.
II-1
Reference is made to Title 12, Sections 545.121 and 575.14(c)(3) of the
Code of Federal Regulations, which provides for indemnification of directors and
officers in certain circumstances.
The Company provides liability insurance for its directors and officers
for certain losses arising from certain claims and charges, including claims and
charges under the Securities Act of 1933, which may be made against such persons
while acting in their capacities as directors and officers of the Company.
The above discussion of the Charter, Bylaws and Title 12, Sections
545.121 and 574.14(c)(3) of the Code of Federal Regulations is not intended to
be exhaustive and is respectively qualified in its entirety by the Charter,
Regulations and such regulations of the OTS.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits filed as part of this Registration Statement are described
in the Exhibit Index included in this filing.
ITEM 9. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales of
the securities registered hereunder 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 this
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 this registration statement or any
material change to such information in the
registration statement;
provided, however, that the undertakings in clauses (i)
- (ii) hereof will not apply if the information required
to be included in a post-effective amendment by those
clauses is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference
in this registration statement.
(b) 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.
II-2
(c) 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.
(2) 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) 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 of Rule 512(h) of
Regulation S-K, 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 Securities Act of 1933 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 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 question whether such indemnification is against public policy
as expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issues.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Cincinnati and State of Ohio, on the 24th day of
March, 2004.
CHEVIOT FINANCIAL CORP.
By: /s/ Scott T. Smith
---------------------------------
Scott T. Smith, Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 24th day of March, 2004 by the
following persons in the capacities indicated.
Signature
/s/ Thomas J. Linneman
---------------------------------------- Principal Executive Officer:
Thomas J. Linneman President, Chief Executive Officer
and Director
/s/ Scott T. Smith
---------------------------------------- Principal Financial Officer and
Scott T. Smith Principal Accounting Officer: Chief
Financial Officer
/s/ Gerhard H. Hillmann*
---------------------------------------- Director
Gerhard H. Hillmann*
/s/ Edward L. Kleemeier*
---------------------------------------- Director
Edward L. Kleemeier*
/s/ John T. Smith*
---------------------------------------- Director
John T. Smith*
/s/ Robert Thomas*
---------------------------------------- Director
Robert Thomas*
/s/ James E. Williamson*
----------------------------------------- Director
James E. Williamson*
/s/ Scott T. Smith
* --------------------------------------
Scott T. Smith, as attorney-in-fact
II-4
Pursuant to the requirements of the Securities Act of 1933, the trustees
of the plan (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati and State of
Ohio, on the 24th day of March, 2004.
CHEVIOT SAVINGS BANK 401(k) RETIREMENT
SAVINGS PLAN
By: /s/ Scott T. Smith
----------------------------------
Name: Scott T. Smith
Its: Trustee
II-5
EXHIBIT INDEX
Exhibit Description Page
3.1* Charter of Cheviot Financial Corp. (incorporated herein
by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (File No. 333-106663) filed on
June 30, 2003).
3.2* Bylaws of Cheviot Financial Corp. (incorporated herein
by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (File No. 333-106663) filed on June
30, 2003).
4.1 Cheviot Building and Loan Co. 401(k) Retirement Savings
Plan and Trust
4.2 Amendment to the Cheviot Savings Bank 401(k) Retirement
Savings Plan effective November 20, 2003.
5 Opinion of Counsel by Frost Brown Todd LLC.
23.1 Consent of Frost Brown Todd LLC (included in Exhibit 5).
23.2 Consent of GrantThornton LLP.
24 Powers of Attorney.
* Previously filed.
II-6