-----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, CmSNCQTphdQhwsiAi9+CyB4j41lhZk2OAWLwYf/1WaLgBSUcFs3IhizoOw0lAYRT VyjyVxWnoChuGFJPGYw2MA== 0000928385-01-501579.txt : 20010821 0000928385-01-501579.hdr.sgml : 20010821 ACCESSION NUMBER: 0000928385-01-501579 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010820 EFFECTIVENESS DATE: 20010820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARTER FINANCIAL CORP/GA CENTRAL INDEX KEY: 0001136796 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-67402 FILM NUMBER: 1719233 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE CITY: WEST POINT STATE: GA ZIP: 31833 BUSINESS PHONE: 7066451391 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE CITY: WEST POINT STATE: GA ZIP: 31833 S-8 POS 1 ds8pos.txt CHARTER FINANCIAL CORP POST EFFECT AMEND. As filed with the Securities and Exchange Commission on August 20, 2001 Registration No. 333-67402 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ Post-Effective Amendment No. 1 to Form S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ____________ Charter Financial Corporation (Exact name of registrant as specified in its charter) United States Application Pending (State or other jurisdiction of incorporation or (I.R.S. Employer organization) Identification No.) c/o CharterBank 600 Third Avenue West Point, GA 31833 (706) 645-1391 (Address, including Zip Code, of principal executive offices) _______________ CharterBank 401(k) Plan (Full title of the Plan) _______________ Robert L. Johnson President and Chief Executive Officer CharterBank 600 Third Avenue West Point, GA 31833 (706) 645-1391 Copy to: V. Gerard Comizio, Esq. Thacher Proffitt & Wood 1700 Pennsylvania Avenue, NW, Suite 800 Washington, DC 20006 (202) 347-8400 (Name and address, including Zip Code, telephone number and area code, of agent for service) _______________
CALCULATION OF REGISTRATION FEE =================================================================================================================================== Title of Securities Amount to be Registered(1) Proposed Maximum Offering Proposed Maximum Aggregate Amount of to be Registered Price Per Share(2) Offering Price(2) Registration Fee(4) - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 105,800 $10.00 1,058,000 $264.50 - ----------------------------------------------------------------------------------------------------------------------------------- Plan Participation Interests(3) -- -- -- -- ====================================================================================================================================
(1) Based on the estimated number of shares of common stock of Charter Financial Corporation ("Charter Financial") that could be purchased under the CharterBank 401(k) Plan (the "Plan") with the current assets of the Plan. (2) Estimated solely for purpose of calculating the registration fee in accordance with Rule 457(h) of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to which shares of common stock of Charter Financial offered pursuant to the Plan are deemed to be offered at $10 per share, the price at which shares of Charter Financial common stock are being offered to the public pursuant to the Registration Statement on Form S-1, as amended (Registration No. 333-57684). (3) In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered pursuant to the employee benefit plan described herein. (4) Previously Paid. ================================================================================ Note: This Post-Effective Amendment No. 1 to Form S-8 is submitted solely to update the Investment Election Form of CharterBank filed as Exhibit 4.2 to the Form S-8 filed August 13, 2001. SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to 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 West Point, State of Georgia on August 17, 2001. Charter Financial Corp. (Registrant) By: /s/ Robert L. Johnson ---------------------------------- Robert L. Johnson President and Chief Executive 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.
Signature Title Date - -------------------------- ------------------------------------------- --------------- /s/ John W. Johnson, Jr. Chairman of the Board August 17, 2001 - -------------------------- John W. Johnson, Jr. /s/ Robert L. Johnson President, Chief Executive Officer and August 17, 2001 - -------------------------- Director (principal executive officer) Robert L. Johnson - -------------------------- Director August __, 2001 David Z. Cauble, III /s/ Jane W. Darden Director August 17, 2001 - -------------------------- Jane W. Darden - -------------------------- Director August __, 2001 William B. Hudson /s/ Thomas M. Lane Director August 17, 2001 - -------------------------- Thomas M. Lane /s/ R. Terry Taunton Director August 17, 2001 - -------------------------- R. Terry Taunton /s/ Curtis R. Kollar Chief Financial Officer, Vice President August 20, 2001 - -------------------------- and Treasurer (principal accounting officer) Curtis R. Kollar
Pursuant to the requirements of the Securities Act of 1933, the trustees (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 Montgomery, State of Alabama, on August 17, 2001. CharterBank 401(k) Plan By: /s/ J. Malcom Massey ------------------------------------- Name: J. Malcom Massey Title:Trust Officer Pension & Benefit Trust Company EXHIBIT INDEX Exhibit Number Description - ------ ----------- 4.1 The CharterBank 401(k) Plan and Adoption Agreement.* 4.2 Investment Election Form of CharterBank. 4.3 Articles of Organization of Charter Financial Corp., incorporated by reference to Exhibit 3.1, the Registrant's Registration Statement on Form S-1, dated March 27, 2001, as amended, Registration No. 333- 57684, and any amendments thereto.* 4.4 By-Laws of Charter Financial Corp., incorporated by reference to the Registrant's Registration Statement on Form S-1, dated March 27, 2001, as amended, Registration No. 333-57684, and any amendments thereto.* 5 Opinion of Thacher Proffitt & Wood, counsel for Registrant, as to the legality of the securities being registered, incorporated by reference to Exhibit 5.1 to the Registrant's Registration Statement on Form S-1, dated March 27, 2001, as amended, Registration No. 333-57684, and any amendments thereto.* 23.1 Consent of Thacher Proffitt & Wood, incorporated by reference to Exhibit 23.1 to the Registrant's Registration Statement on Form S-1, dated March 27, 2001, as amended, Registration No. 333-57684, and any amendments thereto.* 23.2 Consent of KPMG LLP.* * Previously filed on the Registration Statement on Form S-8 as filed by the Registrant with the Securities and Exchange Commission on August 13, 2001. EX-4.2 3 dex42.txt EXHIBIT 4.2 EXHIBIT 4.2 ----------- Investment Election Form of CharterBank. Investment Election Form ------------------------ Participant Election to Invest in Charter Financial Corporation Stock ("Employer Stock Fund") CharterBank 401(k) Plan If you would like to participate in the Offering using amounts currently in your account in the Bank's 401(k) Plan, please complete this form and return it to Phyllis Boyett in the Human Resources Department by no later than 10:00 a.m. on August 31, 2001. Participant's Name (please print):______________________________________________ Social Security Number: ________________________________________________________ Address:________________________________________________________________________ Street City State Zip Code 1. Background Information Charter Financial Corporation will be issuing shares of common stock, par value $0.01 per share (the "Common Stock"), to certain depositors and the public (the "Offering") in connection with the reorganization of CharterBank from a mutual holding company to a stock holding company structure (the "Reorganization"). Participants in the CharterBank 401(k) Plan (the "Plan") are being given an opportunity to direct the trustee of the Plan (the "Trustee") to purchase Common Stock in the Offering with amounts currently in their Plan account. In connection therewith, a new investment fund under the Plan--the "Employer Stock Fund"--comprised primarily of Common Stock is being established. Participants are also being given the opportunity, after the Offering, to direct future pay deferrals under the Plan to the Employer Stock Fund. Prior to making a decision to direct the Trustee to purchase Common Stock, we strongly urge you to carefully review the Prospectus and the Summary Plan Description that accompany this Investment Election Form. Your decision to direct the transfer of amounts credited to your account balances to the Employer Stock Fund in order to purchase shares of Common Stock in connection with the Offering is irrevocable. Notwithstanding this irrevocability, Participants may transfer out some or all of their shares in the Employer Stock Fund, if any, and into one or more of the Plan's other investment funds at such times as are provided for under the Plan's rules for such transfers. Investing in any stock entails some risks and we encourage you to discuss your investment decision with your investment advisor. Neither the Trustee nor the Plan Administrator is authorized to make any representations about this investment. You should not rely on any information other than information contained in the Prospectus and the Summary Plan Description in making your investment decision. Any shares purchased by the Plan based on your election will be subject to the conditions and restrictions otherwise applicable to Common Stock purchased directly by you in the Offering. These restrictions are described in the Prospectus. 2. Investment Elections If you would like to participate in the Offering with amounts currently in your 401(k) Plan, please indicate the amount you wish to purchase and what percentage of each of your current funds you would like to transfer into the Employer Stock Fund below. In calculating the number of shares of Common Stock that the Trustee will purchase in the Offering based on your election, the Trustee will use your 401(k) account balances as of the date on which your order is processed. In the event that the Trustee is unable to use the total amount that you elect below to have transferred into the Employer Stock Fund to purchase Common Stock due to an oversubscription in the Offering, the amount that is not invested in the Employer Stock Fund will be reallocated among your other 401(k) fund investments in the same manner that your current elective pay deferrals are being allocated. I would like to purchase the following number of shares of Common Stock: _________. ($10.00 per share) Check the following box if you wish to have funds transferred from your current 401(k) Plan investments pro rata [_]. Otherwise, indicate the whole percentage to be transferred from one or more ----- ----------- of the following funds into the Employer Stock Fund: Percentage From Fund Percentage From Fund __% BOA-Fixed __% Drey S&P 500 Index Fund __% Nat Money Market Fnd Cls R __% Janus Fund __% Drey A Bonds Plus __% Janus Worldwide Fnd __% Nat IntUSGovtBond Fnd Cls D __% Temp Foreign Fnd Cls A __% Drey Balanced Fnd __% Am Cent Ultra Fnd IC __% Fid Adv Balanced Fnd Cls A __% Drey Em Leaders Fnd __% Fid Adv High Yld Fnd Cls T __% Janus Twenty Fnd __% Am Cent Income & Grwth AC __% War Pin Emg Grth CS Note: If you do not complete the information above, you will not participate in the Offering by using your 401(k) Plan funds. 3. Purchaser Information The ability of participants in the Plan to purchase Common Stock in the Reorganization and to direct their current account balances into the Employer Stock Fund is based upon the participant's status as an Eligible Account Holder or Supplemental Eligible Account Holder. Please indicate your status. a.[_] Eligible Account Holder-Check here if you were a depositor with $50.00 or more on deposit with CharterBank as of September 30, 1999. b.[_] Supplemental Eligible Account Holder-Check here if you were a depositor with $50.00 or more on deposit with CharterBank as of June 30, 2001, but are not an Eligible Account Holder. c.[_] Employee of CharterBank who does not otherwise qualify as an Eligible Account Holder or Supplemental Eligible Account Holder. 4. Participant Signature and Acknowledgment - Required By signing this Election Form, I authorize and direct the Plan Administrator and Trustee to carry out my instructions. I acknowledge that I have been provided with and have read a copy of the Prospectus and Summary Plan Description relating to the issuance of Common Stock that accompany this Investment Election Form. I am aware of the risks involved in investing in Common Stock and understand that the Trustee and Plan Administrator are not responsible for my choice of investment. I understand that my failure to sign this acknowledgment will make this Investment Election Form null and void. Participant's Signature:________________________________________________________ Date Signed:____________________________________________________________________ This form must be completed and returned to Phyllis Boyett in the Human Resources Department at the Bank by no later than 10:00 a.m. on August 31, 2001. This Investment Election Form only covers the investment of your current account balance in the 401(k) Plan in the Employer Stock Fund. If you would like to invest future contributions in the Employer Stock Fund, you will need to change your current investment elections by completing a new investment election form. These forms are available from the Human Resources Department. -----END PRIVACY-ENHANCED MESSAGE-----