-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N/C49SnHobwEez8NkX18VOkB4S2yM8ln9j+a767uNtdD63opxmhtDQ06OV5znVjH +HpoRmYl+oiSLyUK+vkJzA== 0000909654-04-001563.txt : 20040527 0000909654-04-001563.hdr.sgml : 20040527 20040527161946 ACCESSION NUMBER: 0000909654-04-001563 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20040527 EFFECTIVENESS DATE: 20040527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL FEDERAL CORP CENTRAL INDEX KEY: 0001070680 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341877137 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-115943 FILM NUMBER: 04835382 BUSINESS ADDRESS: STREET 1: C/O CENTRAL FEDERAL BANK STREET 2: 601 MAIN ST CITY: WELLSVILLE STATE: OH ZIP: 43968 BUSINESS PHONE: 3305321517 MAIL ADDRESS: STREET 1: C/O CENTRAL FEDERAL BANK STREET 2: 601 MAIN ST CITY: WELLSVILLE STATE: OH ZIP: 43968 FORMER COMPANY: FORMER CONFORMED NAME: GRAND CENTRAL FINANCIAL CORP DATE OF NAME CHANGE: 19980918 S-8 1 centralfederals85-04.txt 1 As filed with the U.S. Securities and Exchange Commission on May 27, 2004 Registration No. 333-______ ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CENTRAL FEDERAL CORPORATION (exact name of registrant as specified in its articles of incorporation) DELAWARE 34-1877137 (state or other jurisdiction of (IRS Employer Identification No.) incorporation 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) AMENDED AND RESTATED CENTRAL FEDERAL CORPORATION 2003 EQUITY COMPENSATION PLAN (Full Title of the Plan) ---------------------- ELOISE L. MACKUS COPIES TO: SENIOR VICE PRESIDENT, JOHN R. HALL, ESQ. GENERAL COUNSEL AND SECRETARY SUZANNE A. WALKER, ESQ. CENTRAL FEDERAL CORPORATION MULDOON MURPHY FAUCETTE & AGUGGIA LLP 2923 SMITH ROAD 5101 WISCONSIN AVENUE, N.W. FAIRLAWN, OHIO 44333 WASHINGTON, DC 20016 (330) 666-7979 (202) 362-0840 (Name, address, including zip code, and telephone number, including area code, 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. / X / ----
================================================================================================================== Proposed Maximum Amount of Title of each Class of Amount to be Proposed Offering Aggregate Offering Registration Securities to be Registered Registered (1) Price Per Share Price(3) Fee - ------------------------------------------------------------------------------------------------------------------ Common Stock 100,000 $.01 par Value Shares (2) $13.30(3) $1,330,000 $169 ==================================================================================================================
(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 Amended and Restated Central Federal Corporation 2003 Equity Compensation Plan, as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Central Federal Corporation pursuant to 17 CFR ss.230.416(a). (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 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 of 1933, as amended (the "Securities Act"), the price per share is the average trading price of the common stock, $.01 par value per share (the "Common Stock"), of Central Federal Corporation (the "Registrant"), as reported on the Nasdaq National Market on May 25, 2004. 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. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT EXPLANATORY NOTE The contents of the previously filed Registration Statement for Central Federal Corporation (formerly Grand Central Financial Corp.) dated May 23, 2003 (Registration No. 333-105515), is hereby incorporated by reference. This registration statement is being filed to register 100,000 additional shares of Central Federal Corporation common stock. 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 Exhibit Table in Item 601 of Regulation S-K):
No. Exhibit --- ------- 5.0 Opinion of Muldoon Murphy Faucette & Aguggia LLP, Washington, D.C., as to the legality of the common stock registered hereby. 10.0 Amended and Restated Central Federal Corporation 2003 Equity Compensation Plan(1) 23.1 Consent of Crowe Chizek and Company LLC 23.2 Consent of Muldoon Murphy Faucette & Aguggia LLP (see Exhibit 5). 24.0 Power of attorney (see signature pages).
- ---------------------------- (1) Incorporated herein by reference from Exhibit A to the Proxy Statement on form DEF 14A (SEC File No. 000-25045) filed with the SEC on March 12, 2004. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Central Federal Corporation hereby 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 Akron, Ohio on May 27, 2004. CENTRAL FEDERAL CORPORATION By: /s/ Eloise L. Mackus -------------------------------- Eloise L. Mackus Secretary The undersigned directors and officers of Central Federal Corporation (the "Company") hereby constitute and appoint Eloise L. Mackus with full power of substitution and resubstitution, as attorney of the undersigned, to execute and file under the Securities Act of 1933 a registration statement on Form S-8 to register certain shares of the Company's Common Stock which may be issued pursuant to the Amended and Restated Central Federal Corporation 2003 Equity Compensation Plan, and any and all amendments and exhibits thereto and any and all applications or other documents to be filed with the Securities and Exchange Commission, pertaining to such registration statement, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the said directors and officers, hereby ratifying and approving the acts of said attorney. Dated the 27th day of May, 2004, unless otherwise indicated.
SIGNATURE TITLE /s/ David C. Vernon Chairman, President and Chief Executive Officer - -------------------------------------------- (principal executive officer) David C. Vernon /s/ Therese A. Liutkus Chief Financial Officer - -------------------------------------------- (principal financial officer and Therese A. Liutkus principal accounting officer) /s/ Jeffrey W. Aldrich Director - -------------------------------------------- Jeffrey W. Aldrich /s/ Thomas P. Ash Director - -------------------------------------------- Thomas P. Ash 4 /s/ W. R. Downing Director - -------------------------------------------- W. R. Downing /s/ Gerry W. Grace Director - -------------------------------------------- Gerry W. Grace /s/ Jerry F. Whitmer Director - -------------------------------------------- Jerry F. Whitmer /s/ Mark S. Allio Director - -------------------------------------------- Mark S. Allio
EX-5.0 2 centralfederals8ex5-0.txt 1 EXHIBIT 5.0 OPINION OF MULDOON MURPHY FAUCETTE & AGUGGIA LLP 2 [MULDOON MURPHY FAUCETTE & AGUGGIA LLP LETTERHEAD] May 27, 2004 Board of Directors Central Federal Corporation 601 Main Street Wellsville, Ohio 43968 Re: Issuance of an Additional 100,000 Shares of Common Stock Pursuant to the Amended and Restated Central Federal Corporation 2003 Equity Compensation Plan. Ladies and Gentlemen: We have been requested by Central Federal Corporation, a Delaware corporation, (the "Company") to provide our legal opinion in connection with the registration of additional shares of the Company's common stock, $.01 par value, on Form S-8 under the Securities Act of 1933. The registration covers 100,000 shares of the Company's common stock that may be issued upon the exercise of stock options or grants of restricted stock under the Amended and Restated Central Federal Corporation 2003 Equity Compensation Plan (the "Plan"). We have made such legal and factual examinations and inquiries as we have deemed advisable for the purpose of rendering this opinion. In our examination, we have assumed and have not verified: (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity with the originals of all documents supplied to us as copies; and (iv) the accuracy and completeness of all corporate records and documents and of all certificates and statements of fact, in each case given or made available to us by the Company. Based on the foregoing and limited in all respects to Delaware law, it is our opinion that the shares reserved for issuance under the Plan are duly authorized, and, with respect to the shares of the Company's common stock issuable pursuant to: (i) stock options to be granted under the Plan, following payment for the common stock upon exercise in accordance with the terms of the Plan, and (ii) awards of restricted stock granted in accordance with the terms of the Plan, such shares will be legally issued, fully paid and nonassessable. 3 Board of Directors May 27, 2004 Page 2 The following provisions of the Certificate of Incorporation may not be given effect by a court applying Delaware law, but in our opinion the failure to give effect to such provisions will not affect the duly authorized, validly issued, fully paid and nonassessable status of the Company's Common Stock: (a) Subsections C.3 and C.6 of Article FOURTH, which grant the Board the authority to construe and apply the provisions of those Articles and subsection C.4 of Article FOURTH, to the extent that subsection obligates any person to provide to the Board the information such subsection authorizes the Board to demand, in each case to the extent, if any, that a court applying Delaware law were to impose equitable limitations upon such authority; and (b) Article NINTH, which authorizes the Board to consider the effect of any offer to acquire the Company on constituencies other than shareholders in evaluating any such offer. This opinion is rendered to you solely for your benefit in connection with the issuance of the shares of common stock as described above. This opinion may not be relied upon by any other person or for any other purpose, and it should not be quoted in whole or in part or otherwise referred to or be furnished to any governmental agency (other than filed with the Securities and Exchange Commission as an exhibit to the aforementioned registration statement on Form S-8 in which this opinion is contained) or any other person or entity without the prior written consent of this firm. We note that, although certain portions of the registration statement on Form S-8 (the financial statements and schedules) have been included therein (through incorporation by reference) on the authority of "experts" within the meaning of the Securities Act, we are not experts with respect to any portion of the Registration Statement, including without limitation the financial statements or schedules or the other financial information or data included therein. We hereby consent to the filing of this opinion as an exhibit to, and the reference to this firm in, the Company's registration statement on Form S-8. Very truly yours, /s/ MULDOON MURPHY FAUCETTE & AGUGGIA LLP MULDOON MURPHY FAUCETTE & AGUGGIA LLP EX-23.1 3 centralfederals8ex23-1.txt 1 EXHIBIT 23.1 CONSENT OF CROWE CHIZEK AND COMPANY LLC 2 The Board of Directors Central Federal Corporation We consent to the incorporation by reference in the Registration Statement on Form S-8 of Central Federal Corporation, Amended and Restated Central Federal Corporation 2003 Equity Compensation Plan of our report dated February 12, 2004 on the consolidated balance sheets of financial condition of Central Federal Corporation as of December 31, 2003 and 2002, and the related consolidated statements of operations, comprehensive income (loss), changes in stockholders' equity and cash flows for each of three years in the period ended December 31, 2003, which report was incorporated by reference in the Annual Report on Form 10-KSB of Central Federal Corporation for the year ended December 31, 2003. /s/ Crowe Chizek and Company LLC Cleveland, Ohio May 21, 2004 EX-23.2 4 centralfederals8ex23-2.txt EXHIBIT 23.2 CONSENT OF MULDOON MURPHY FAUCETTE & AGUGGIA LLP (SEE EXHIBIT 5) EX-24.0 5 centralfederals8ex24-0.txt EXHIBIT 24.0 POWER OF ATTORNEY (SEE SIGNATURE PAGE) -----END PRIVACY-ENHANCED MESSAGE-----