Registration No. 333-______
As filed with the Securities and Exchange Commission on June 8, 2005
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 of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3723 Glenmore Avenue
Cheviot, Ohio 45211
(Address of Principal Executive Offices)
Thomas J. Linneman
3723 Glenmore Avenue
Cheviot, Ohio 45211
(Name and Address of Agent for Service)
Cheviot Financial Corp. 2005 Stock-Based Incentive Plan
(Full Title of the Plan)
Copies to:
Thomas J. Linneman Alan Schick, Esquire
President and Chief Executive Officer Luse Gorman Pomerenk & Schick
Cheviot Financial Corp. A Professional Corporation
3723 Glenmore Avenue 5335 Wisconsin Ave., N.W., Suite 400
Cheviot, Ohio 45211 Washington, D.C. 20015
(513) 661-0457 (202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. :
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee
-------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share
347,700(2) $11.15(3) $3,876,855.00 $456.31
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share
138,318(4) $11.01(5) $1,522,881.18 $179.24
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share
194,408(6) $11.01(5) $2,140,432.08 $251.93
--------------------------------------------------------------------------------------------------------------------
680,426 $7,540,168.26 $887.48
Totals
====================================================================================================================
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(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 Cheviot Financial Corp. 2005 Stock-Based Incentive Plan (the "Stock
Plan") as a result of a stock split, stock dividend or similar adjustment
of the outstanding common stock of Cheviot Financial Corp. pursuant to 17
C.F.R. Section 230.416(a).
(2) Represents the number of shares of common stock currently reserved for
issuance under the Stock Plan for any stock options that have been granted.
(3) Determined by the exercise price of options pursuant to 17 C.F.R. Section
230.457(h)(1).
(4) Represents the number of shares of common stock currently reserved for
issuance under the Stock Plan for any future stock option grants.
(5) Determined by reference to the fair market value of the common stock on
June 6, 2005, pursuant to 17 C.F.R. Section 230.457(c).
(6) Represents the number of shares of common stock available for award of
restricted stock under the Stock Plan.
This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
The documents containing the information specified in Part I of Form S-8
have been or will be sent or given to participants in the Cheviot Financial
Corp. 2005 Stock-Based Incentive Plan (the "Stock Plan") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
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PART II.
Item 3. Incorporation of Documents by Reference
The following documents previously or concurrently filed by Cheviot
Financial Corp., a federal corporation (the "Company") with the Commission are
hereby incorporated by reference in this Registration Statement:
a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004 (Commission File No. 000-50529), filed with the Commission on
March 31, 2005 pursuant to Section 13(a) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act");
b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the year covered by the Annual Report on Form 10-K referred to in (a) above;
and
c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on December 29,
2003 (Commission File No. 000-50529).
All documents subsequently filed by the Company with the Commission
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 hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
Annual Report on Form 10-K to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein 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 and the Annual Report on Form 10-K.
The Company shall furnish without charge to each person to whom the Annual
Report is delivered, on the written or oral request of such person, a copy of
any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to James
E. Williamson, Executive Secretary, Cheviot Financial Corp., 3723 Glenmore
Avenue, Cheviot, Ohio 45211, telephone number (513) 661-0457.
All information appearing in this Registration Statement and the Annual
Report on Form 10-K is qualified in its entirety by the detailed information,
including financial statements, appearing in the documents incorporated herein
or therein by reference.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Article VI of the Bylaws of Cheviot Financial Corp. (the "Company") sets
forth circumstances under which directors, officers, employees and agents of the
Company may be indemnified against liability which they incur in their
capacities as such:
ARTICLE VI - Indemnification, Expenses and Insurance
3
Section 1. Indemnification. The Company shall indemnify its officers and
directors to the full extent permitted by the regulations of the OTS. The
Company may, to such extent and in such manner as is determined by the Board of
Directors, but in no event to an extent greater than is permitted by the
regulations of the OTS, indemnify any employees or agents of the company
permitted to be indemnified by provisions of the regulations of the OTS.
Section 2. Expenses. The right to indemnification conferred herein shall
include the right to be paid by the Company the expenses incurred in defending
any such proceeding in advance of its final disposition, to the fullest extent
authorized by the regulations of the OTS. The rights to indemnification and to
the advancement of expenses conferred herein shall be contract rights and such
rights shall continue as to an indemnitee who has ceased to be a director,
officer or employee and shall inure to the benefit of the indemnitee's heirs,
executors and administrators.
Section 3. Insurance. The Company may maintain insurance to the full extent
permitted by the regulations of the OTS, at its expense, to protect itself and
any director, officer, employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
Regulation S-K Reference to Prior Filing
Exhibit Number or Exhibit No. attached
Document hereto
4 Form of Common Stock Certificate *
5 Opinion of Luse Gorman Pomerenk & Schick, A Professional Corporation Exhibit 5
10 Cheviot Financial Corp. 2005 Stock-Based Incentive Plan **
23.1 Consent of Luse Gorman Pomerenk & Schick, A Professional Corporation Contained in Exhibit 5
23.2 Consent of Grant Thornton LLP Exhibit 23.2
24 Power of Attorney Contained on Signature Page
* Incorporated by reference to Exhibit 4 to the Registration Statement on
Form S-1 Registration Number 333-106663) as filed on June 30, 2003 and as
amended on September 2, 2003, September 30, 2003, October 20, 2003, and
November 3, 2003.
** Incorporated by reference to the Company's Proxy Statement relating to the
Company's April 26, 2005 annual meeting of stockholders, filed with the
Commission on March 25, 2005.
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 to include any material
information with respect to the plan distribution not previously disclosed in
this Registration Statement or any material change to such information in this
Registration Statement;
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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 from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
Plan;
4. 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 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; and
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 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 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 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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Cheviot, State of Ohio,
on this 6th day of June, 2005.
CHEVIOT FINANCIAL CORP.
By: /s/ Thomas J. Linneman
Thomas J. Linneman
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Cheviot Financial Corp. (the
"Company") hereby severally constitute and appoint Thomas J. Linneman as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said Thomas J. Linneman may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration of common stock underlying the
Cheviot Financial Corp. 2005 Stock-Based Incentive Plan, including specifically,
but not limited to, power and authority to sign for us in our names in the
capacities indicated below the registration statement and any and all amendments
(including post-effective amendments) thereto; and we hereby approve, ratify and
confirm all that said Thomas J. Linneman shall do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.
Signatures Title Date
---------- ----- ----
/s/ Thomas J. Linneman President, Chief Executive June 6, 2005
--------------------------
Thomas J. Linneman Officer and Director (Principal
Executive Officer)
/s/ Scott T. Smith Chief Financial Officer June 6, 2005
--------------------------
Scott T. Smith (Principal Financial and
Accounting Officer)
/s/ Gerhard H. Hillmann Director June 6, 2005
--------------------------
Gerhard H. Hillmann
/s/ Edward L. Kleemeier Director June 6, 2005
--------------------------
Edward L. Kleemeier
/s/ John T. Smith Director June 6, 2005
--------------------------
John T. Smith
/s/ Robert Thomas Director June 6, 2005
---------------------------
Robert Thomas
/s/ James E. Williamson Director June 6, 2005
---------------------------
James E. Williamson
EXHIBIT INDEX
Exhibit Number Description
4 Form of Common Stock Certificate*
5 Opinion of Luse Gorman Pomerenk & Schick, A Professional Corporation
10 Cheviot Financial Corp. 2005 Stock-Based Incentive Plan**
23.2 Consent of Grant Thornton LLP
24 Power of Attorney (contained in the signature page to this
Registration Statement).
------------------
* Incorporated by reference to Exhibit 4 to the Registration Statement on
Form S-1 Registration Number 333-106663) as filed June 30, 2003 and as
amended on September 2, 2003, September 30, 2003, October 20, 2003 and
November 3, 2003.
** Incorporated by reference to the Company's Proxy Statement relating to the
Company's April 26, 2005 annual meeting of stockholders, filed with the
Commission on March 25, 2005.
Exhibit 5
[LETTERHEAD OF LUSE GORMAN POMERENK & SCHICK]
(202) 274-2000
June 6, 2005
Board of Directors
Cheviot Financial Corp.
3723 Glenmore Avenue
Cheviot, Ohio 45211
Re: Cheviot Financial Corp.
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the registration of common stock, par value $0.01 per share (the
"Common Stock"), of Cheviot Financial Corp. (the "Company") issued pursuant to
the Cheviot Financial Corp. 2005 Stock-Based Incentive Plan (the "Plan").
In rendering the opinion expressed herein, we have reviewed the Charter of
the Company, the Plan, the Company's Registration Statement on Form S-8 (the
"Form S-8"), as well as applicable statutes and regulations governing the
Company. We have assumed the authenticity, accuracy and completeness of all
documents in connection with the opinion expressed herein. We have also assumed
the legal capacity and genuineness of the signatures of persons signing all
documents in connection with which the opinions expressed herein are rendered.
Based on the foregoing, we are of the following opinion:
At the time of effectiveness of the Form S-8, the Common Stock of the
Company, when issued in accordance with the terms and conditions of the Plan,
will be legally issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in
connection with the preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person without the prior
written consent of this firm. We hereby consent to the use of this opinion in
the Form S-8.
Very truly yours,
/s/ Luse Gorman Pomerenk & Schick
Luse Gorman Pomerenk & Schick
A Professional Corporation
Exhibit 23.2
Independent Auditors Consent
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
We have issued our report dated March 11, 2005, accompanying the
consolidated financial statements of Cheviot Financial Corp. (the "Corporation")
as of December 31, 2004 and 2003, and for the year ended December 31, 2004,
which are incorporated within the Annual Report on Form 10-K for the year ended
December 31, 2004. We hereby consent to the incorporation by reference of said
report into the Corporation's Form S-8 to be filed with the Securities and
Exchange Commission on or about June 6, 2005.
/s/ Grant Thornton LLP
Cincinnati, Ohio
June 6, 2005