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.