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As filed with the Securities and Exchange Commission on May 23, 2003
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CENTRAL FEDERAL CORPORATION
(Formerly Grand Central Financial Corp.)
(exact name of registrant as specified in its charter)
DELAWARE 34-1877137
(State or other juris- (IRS Employer
diction of incorporation Identification No.)
or organization
601 MAIN STREET
WELLSVILLE, OHIO 43968
(330) 532-1517
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
GRAND CENTRAL FINANCIAL CORP.
2003 EQUITY COMPENSATION PLAN
(Full Title of the Plan)
-----------------------------
COPIES TO:
DAVID C. VERNON JOHN R. HALL, ESQ.
CHAIRMAN, PRESIDENT AND CHIEF SUZANNE A. WALKER, ESQ.
EXECUTIVE OFFICER MULDOON MURPHY & Faucette LLP
Central Federal Corporation 5101 Wisconsin Avenue, N.W.
601 Main Street Washington, D.C. 20016
Wellsville, Ohio 43968 (202) 362-0840
(330) 532-1517
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Title of each Class of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Offering Registration
Registered Registered(1) Share(3) Price Fee
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Common Stock 100,000
$.01 par Value Shares(2) $12.67 $1,267,000 $103
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(1) Together with an indeterminate number of additional shares which may be necessary to adjust the
number of shares to be issued pursuant to the Grand Central Financial Corp. 2003 Equity Compensation
Plan (the "Plan") as the result of a stock split, stock dividend or similar adjustment of the
outstanding common stock of Central Federal Corporation as permitted by Rule 416(a) under the
Securities Act of 1933, as amended (the "Securities Act").
(2) Represents the shares which may be issued as stock awards or upon the exercise of options to purchase
shares of Central Federal Corporation common stock granted or to be granted under the Plan.
(3) Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant to Rule
457(c) under the Securities Act, the price per share is the average of the bid and ask price of the
Central Federal Corporation common stock, as reported on May 19, 2003.
This Registration Statement shall become effective immediately upon filing in
accordance with Section 8(a) of the Securities Act of 1933, as amended, (the
"Securities Act") and 17 C.F.R. ss.230.462.
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CENTRAL FEDERAL CORPORATION
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Grand Central
Financial Corp. 2003 Equity Compensation Plan (the "Plan") required by Part I of
the Registration Statement will be sent or given to the participants in the Plan
as specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange Commission (the "SEC") either as a part of this Registration
Statement or as a prospectus or prospectus supplement pursuant to Rule 424 in
reliance on Rule 428. Such documents and the information incorporated by
reference pursuant to Item 3 of Part II of this Registration Statement
constitute the prospectus for the Registration Statement.
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 SEC are incorporated by
reference in this Registration Statement:
(a) The Form 10-KSB filed by Central Federal Corporation (the "Registrant"
or "Corporation") with the SEC on March 31, 2003, for the fiscal year ended
December 31, 2002 (File No. 000-25045), which includes the consolidated balance
sheets of Central Federal Corporation (formerly known as Grand Central Financial
Corp.) as of December 31, 2002 and 2001 of Central Federal Corporation, and
the related consolidated statements of income, changes in shareholders equity
and cash flows for each of the three years ended December 31, 2002.
(b) The Form 10-QSB report filed by the Registrant for the fiscal quarter
ended March 31, 2003 (File No. 000-25045), filed with the SEC on May 20, 2003.
(c) The description of the Registrant's common stock contained in
Registrant's Form 8-A12G (File No. 000-25045), as filed with the SEC on November
6, 1998 pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the
"Exchange Act").
(d) All documents filed by the Registrant and the Plan, where applicable,
pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
deregisters all securities then remaining unsold.
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 incorporated or 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
The Common Stock to be offered pursuant to the Plan has been registered pursuant
to Section 12(g) of the Exchange Act. Accordingly, a description of the Common
Stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
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The validity of the Common Stock offered hereby has been passed upon for the
Registrant by the firm of Muldoon Murphy & Faucette LLP, Washington, D.C.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exist. This
indemnification applies to the Board of Directors who administer the Plan.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:
TENTH:
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A. Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is
or was a Director or an Officer of the Corporation or is or was
serving at the request of the Corporation as a Director, Officer,
employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to
an employee benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity as
a Director, Officer, employee or agent or in any other capacity while
serving as a Director, Officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists
or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith;
provided, however, that, except as provided in Section C hereof with
respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the Board of Directors
of the Corporation.
B. The right to indemnification conferred in Section A of this
Article TENTH shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of
its final disposition (hereinafter an "advancement of expenses");
provided, however, that, if the Delaware General Corporation Law
requires, an advancement of expenses incurred by an indemnitee in his
or her capacity as a Director or Officer (and not in any other
capacity in which service was or is rendered by such indemnitee,
including, without limitation, services to an employee benefit plan)
shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to
repay all amounts so advanced if it shall ultimately be determined by
final judicial decision from which there is no further right to appeal
(hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section or
otherwise. The rights to indemnification and to the advancement of
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expenses conferred in Sections A and B of this Article TENTH shall be
contract rights and such rights shall continue as to an indemnitee who
has ceased to be a Director, Officer, employee or agent and shall
inure to the benefit of the indemnitee's heirs, executors and
administrators.
C. If a claim under Section A or B of this Article TENTH is not paid
in full by the Corporation within sixty days after a written claim has
been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be
twenty days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought
by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the indemnitee shall be entitled to be
paid also the expenses of prosecuting or defending such suit. In (i)
any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the
Corporation shall be entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met any applicable standard
for indemnification set forth in the Delaware General Corporation Law.
Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of
conduct or, in the case of such a suit brought by the indemnitee, be a
defense to such suit. In any suit brought by the indemnitee to enforce
a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such advancement
of expenses, under this Article TENTH or otherwise shall be on the
Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other
right which any person may have or hereafter acquire under any
statute, the Corporation's Certificate of Incorporation, Bylaws,
agreement, vote of stockholders or Disinterested Directors or
otherwise.
E. The Corporation may maintain insurance, at its expense, to
protect itself and any Director, Officer, employee or agent of the
Corporation or subsidiary or Affiliate or another corporation,
partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have
the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to
the fullest extent of the provisions of this Article TENTH with
respect to the indemnification and advancement of expenses of
Directors and Officers of the Corporation.
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ELEVENTH:
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A. A Director of this Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability: (i) for any breach
of the Director's duty of loyalty to the Corporation or its
stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii)
under Section 174 of the Delaware General Corporation Law; or (iv) for
any transaction from which the Director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the
personal liability of Directors, then the liability of a Director of
the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
B. Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right
or protection of a Director of the Corporation existing at the time of
such repeal or modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).
(a) List of Exhibits (filed herewith unless otherwise noted)
4 Grand Central Financial Corp. 2003 Equity Compensation Plan(1)
5 Opinion of Muldoon Murphy & Faucette LLP
23.0 Consent of Muldoon Murphy & Faucette LLP (included in Exhibit 5)
23.1 Consent of Crowe Chizek and Company LLC
24 Powers of Attorney (contained on the signature pages)
-----------------------
(1) Incorporated herein by reference from the Appendix B contained in the proxy
statement on Form DEF 14A (SEC No. 000-25045), filed with the SEC on March 28,
2003.
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 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
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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 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 the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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.
(2) That, for the purpose of determining any l iability under the
Securities Act of 1933, each 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
end of the Offering.
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 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.
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.
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SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, Central
Federal Corporation 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 Wellsville, Ohio on May 15, 2003.
CENTRAL FEDERAL CORPORATION
By: /s/ David C. Vernon
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David C. Vernon
Chairman, President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below
constitutes and appoints David C. Vernon as the true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any or all amendments
to the Form S-8 registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the U.S. Securities
and Exchange Commission, respectively, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and things
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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.
Name Title Date
/s/ David C. Vernon Chairman of the Board, May 15, 2003
----------------------- President and Chief Executive Officer
David C. Vernon (principal executive, financial and
accounting officer)
/s/ William R. Williams Director May 15, 2003
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William R. Williams
/s/ Jeffrey W. Aldrich Director May 15, 2003
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Jeffrey W. Aldrich
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/s/ Thomas P. Ash Director May 15, 2003
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Thomas P. Ash
/s/ Gerry W. Grace Director May 15, 2003
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Gerry W. Grace
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EXHIBIT INDEX
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
------------ --------------------- ------------------------------------- ------------
4 Grand Central Incorporated herein by reference from the
Financial Corp. 2003 Appendix A contained in the proxy statement
Equity Compensation on Form DEF 14A (SEC No. 000-25049), filed
Plan with the SEC on March 28, 2003.
5 Opinion of Muldoon Filed herewith.
Murphy & Faucette
LLP
23.0 Consent of Muldoon Contained in Exhibit 5.
Murphy & Faucette
LLP
23.1 Consent of Crowe Filed herewith.
Chizek and Company
LLC
24 Power of Attorney Located on the signature page.
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