-----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, NS1j8IMmphlZEe6fvGsJeOVYPZ8Rlw3mJNg6jbtVnyeQqWdwMtK2bfbhXrku9/7f uldKJOFRn/u78GeuTubewQ== 0001046386-98-000048.txt : 19980608 0001046386-98-000048.hdr.sgml : 19980608 ACCESSION NUMBER: 0001046386-98-000048 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980429 EFFECTIVENESS DATE: 19980429 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMCO FINANCIAL CORP CENTRAL INDEX KEY: 0000016614 STANDARD INDUSTRIAL CLASSIFICATION: 6036 IRS NUMBER: 510110823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-08888 FILM NUMBER: 98604087 BUSINESS ADDRESS: STREET 1: 814 WHEELING AVE CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 6144325641 S-8 POS 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on April 29, 1998 Registration No. 33-88072 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to the FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAMCO FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 51-0110823 - - --------------------------------- ------------------------------------ (State or other jurisdiction I.R.S. Employer Identification No.) of incorporation or organization) 814 Wheeling Ave., P.O. Box 700, Cambridge, Ohio 43725 - - ------------------------------------------------- --------------- (Address of Principal Executive Offices) (Zip Code) CAMCO FINANCIAL CORPORATION 401(K) SALARY SAVINGS PLAN (Full title of the plan) Larry A. Caldwell CAMCO FINANCIAL CORPORATION 814 WHEELING AVE., P.O. BOX 700 CAMBRIDGE, OHIO 43725 (Name and address of agent for service) (614) 432-5641 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE Title of Proposed maximum Proposed maximum Amount of securities to Amount to be offering price aggregate offering registration be registered (1) registered (1)(2) per share (3) price (1)(3) fee (1) - - ----------------- ------------------ ----------------- ------------------------ --------------- Common Shares, $1.00 par value 60,000 $30.50 $915,000 $270
- - --------------- (1) The Registrant previously registered 30,000 of the 60,000 shares and paid the registration fee for such 30,000 shares. (2) The number of shares registered hereunder shall include any additional shares made available under the plan because of adjustments in the shares on account of stock splits or stock dividends hereafter effected by the Registrant. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (3) Estimated solely for purposes of calculating the registration fee; based upon the average of the bid and asked price as of April 16, 1998. This Post-Effective Amendment No. 1 to Form S-8 (Registration No. 33-88072) is filed in order to reflect an amendment to the Camco Financial Corporation 401(k) Salary Savings Plan and the increased number of shares registered hereunder by reason of an adjustment made in shares available under the plan on account of stock dividends and certain other matters. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Incorporation of Documents by Reference. Camco Financial Corporation (the "Registrant") and the employee benefit plan described herein (the "Plan") hereby incorporate by reference in this registration statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and all other reports filed with the Commission pursuant to the requirements of Section 13(a) or 15(d) of the Exchange Act since that date; (2) The description of the common stock of the Registrant contained in the Registrant's Registration Statement on Form 8-A, filed with the Commission on November 30, 1994, pursuant to Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating such description; (3) The Annual Report of the Camco Financial Corporation 401(k) Salary Savings Plan Annual Report on Form 11-K for the fiscal year ended December 31, 1997, filed pursuant to Section 15(d) of the Exchange Act; and (4) The Registrant's Current Report on Form 8-K filed with the Commission on January 23, 1998. All documents which may be filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall also be deemed to be incorporated herein by reference and to be made part hereof from the date of filing of such documents. This registration statement, including all documents incorporated herein by reference, contains forward-looking statements. Additional written or oral forward-looking statements may be made by the Registrant from time to time in filings with the Commission or otherwise. The words "believe," "expect," "anticipate" and "project" and similar expressions identify forward-looking statements, which speak only as of the date the statement is made. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as -2- amended, and Section 21E of the Exchange Act. Such statements may include, but not be limited to, projections of revenues, income or loss, capital expenditures, acquisitions, plans for future operations, financing needs or plans, the impact of inflation and plans relating to products or services of the Registrant, as well as assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. Statements in this registration statement and in the Registrant's periodic reports filed with the Commission which are incorporated by reference herein, describe factors, among others, that could contribute to or cause such differences. ITEM 4. Description of Securities. Not Applicable. ITEM 5. Interests of Named Experts and Counsel. Not Applicable. ITEM 6. Indemnification of Directors and Officers. (a) Delaware General Corporation Law Section 145 of the Delaware General Corporation Law, which governs indemnification by a corporation of officers, directors and agents, provides as follows: (a) A corporation may indemnify any person who was or is a party or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. (b) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the -3- (a) corporation as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no directors, or if such directors so direct, by independent legal counsel in a written opinion or (3) by the stockholders. (e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. (g) A corporation shall have power to purchase and maintain insurance or on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, -4- whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. (h) For purposes of this section, references to "corporation" shall include, in addition to the resulting corporation, all constituent corporations (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this section, references to "other enterprises" shall include employee benefit plans, references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any services as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee health plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided with authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions or advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees). (As amended by Ch. 186, Laws of 1967, Ch. 421, Laws of 1970, Ch. 437, Laws of 1974, Ch. 25, Laws of 1981, Ch. 112, Laws of 1983, Ch. 289, Laws of 1986, Ch. 376, Laws of 1990, and Ch. 261, Laws of 1994.) (b) By-laws of Camco The By-laws of Camco contain the following provisions with respect to the indemnification of directors and officers: Section 7.01. Mandatory Indemnification. The corporation shall indemnify any officer or director of the corporation, and any officer (other than an assistant officer) or a director (i) of a subsidiary of the corporation or (ii) of a subsidiary of any such subsidiary, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without the -5- limitation, any action threatened or instituted by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation or a subsidiary of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. A person claiming indemnification under this Section 7.01 shall be presumed, in respect of any act or omission giving rise to such claim for indemnification, to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal matter, to have had no reasonable cause to believe his conduct was unlawful, and the termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption. Section 7.02. Court-Approved Indemnification. Anything contained in the by-laws or elsewhere to the contrary notwithstanding: (A) the corporation shall not indemnify any officer or director of the corporation who was a party to any completed action or suit instituted by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he shall have been adjudged to be liable for gross negligence or misconduct (other than negligence) in the performance of his duty to the corporation unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances of the case, he is fairly and reasonably entitled to such indemnity as such Court of Common Pleas of Franklin County, Ohio or such other court shall deem proper; and (B) the corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 7.02. Section 7.03. Indemnification for Expenses. Anything contained in the by-laws or elsewhere to the contrary notwithstanding, to the extent that an officer or director of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.01, or in any defense of any claim, issue or matter therein, he shall be promptly indemnified by the corporation against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs) actually and reasonably incurred by him in connection therewith. -6- Section 7.04. Determination Required. Any indemnification required under Section 7.01 and not precluded under Section 7.02 shall be made by the corporation only upon a determination that such indemnification of the officer or director is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 7.01. Such determination may be made only (A) by a majority vote of a quorum consisting of directors of the corporation who were not and are not parties to, any such action, suit or proceeding, or (B) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (C) by the stockholders, or (D) by the Court of Common Pleas of Franklin County, Ohio or (if the corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any; any such determination may be made by a court under division (D) of this Section 7.04 at any time [including, without limitation, any time before, during or after the time when any such determination may be requested of, be under consideration by or have been denied or disregarded by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the stockholders under division (C) of this Section 7.04]; and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under division (A) or by independent legal counsel under division (B) or by stockholders under division (C) of this Section 7.04 shall be evidence in rebuttal of the presumption recited in Section 7.01. Section 7.05. Advances for Expenses. Expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section 7.01 shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer or director promptly as such expenses are incurred by him, but only if such officer or director shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he shall not have been successful on the merits or otherwise: (A) if it shall ultimately be determined as provided in Section 7.04 that he is not entitled to be indemnified by the corporation as provided under Section 7.01; or (B) if, in respect of any claim, issue or other matter asserted by or in the right of the corporation in such action or suit, he shall have been adjudged to be liable for gross negligence or misconduct (other than negligence) in the performance of his duty to the corporation, unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances, he is fairly and reasonably entitled to all or part of such indemnification. Section 7.06. Article Seven Not Exclusive. The indemnification provided by this Article Seven shall not be exclusive of any other rights to which any person seeking indemnification may be entitled under the certificate of incorporation or any by-law agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an officer or director of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person. -7- Section 7.07. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation (domestic or foreign, nonprofit or for profit), partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the obligation or the power to indemnify him against such liability under the provisions of this Article Seven. Section 7.08. Certain Definitions. For purposes of this Article Seven, and as examples and not by way of limitation: (A) a person claiming indemnification under this Article Seven shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.01, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a judgment or order against him, without a conviction of him, without the imposition of a fine upon him and without his payment or agreement to pay any amount in settlement thereof (whether or not any such termination is based upon a judicial or other determination of the lack of merit of the claims made against him or otherwise results in a vindication of him); and (B) references to an "other enterprise" shall include employee benefit plans; references to a "fine" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and references to a "subsidiary of the corporation" shall include another corporation if securities representing at least a majority of the voting power of such other corporation are owned by the corporation; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" within the meaning of that term as used in this Article Seven. Section 7.09. Venue. Any action, suit or proceeding to determine a claim for indemnification under this Article Seven may be maintained by the person claiming such indemnification, or by the corporation, in the Court of Common Pleas of Franklin County, Ohio. The corporation and (by claiming such indemnification) each such person consent to the exercise of jurisdiction over its or his person by the Court of Common Pleas of Franklin County, Ohio in any such action, suit or proceeding. ITEM 7. Exemption from Registration Claimed. Not Applicable. -8- ITEM 8. Exhibits. See the Exhibit Index attached hereto. The Internal Revenue Service (the "IRS") has determined that the Plan is a tax-qualified employee benefit plan meeting the requirements of Section 401(a) of the Internal Revenue Code of 1986, as amended. (A copy of the IRS determination letter is included herewith as Exhibit 5.) The undersigned Registrant hereby undertakes to submit the Plan, as amended, to the IRS in a timely manner and to make those changes, if any, required by the IRS in order for the Plan to qualify as a tax-qualified employee benefit plan meeting the requirements of Section 401(a) of the Internal Revenue Code of 1986, as amended. ITEM 9. Undertakings. A. 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, as amended (the "Securities Act"); (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 information set forth in the 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; provided, however, that paragraphs A(1) (i) and (A)(1) (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (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 offering. -9- B. 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 Section 15(d) of the Exchange Act, and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act, 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. C. Insofar as indemnification for liabilities arising under the Securities Act 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 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 Securities Act and will be governed by the final adjudication of such issue. -10- SIGNATURES The Registrant. 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 on Form S-8 and has duly caused this post-effective amendment No. 1 to the registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, State of Ohio, on the 23rd day of March, 1998. CAMCO FINANCIAL CORPORATION By: /s/ Larry A. Caldwell Larry A. Caldwell, President Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment No. 1 to the registration statement on Form S-8 has been signed by the following persons in the capacities indicated on the 23rd day of March, 1998. Signature Title /s/ Larry A. Caldwell President and Director Larry A. Caldwell /s/ Robert C. Dix, Jr. Director Robert C. Dix, Jr. /s/ Kenneth R. Elshoff Director Kenneth R. Elshoff /s/ James R. Hanawalt Director James R. Hanawalt /s/ Paul D. Leake Director Paul D. Leake /s/ Anthony J. Popp Director Anthony J. Popp /s/ Eric G. Spann Director Eric G. Spann /s/ Samuel W. Speck Director Samuel W. Speck /s/ Jeffrey T. Tucker Director Jeffrey T. Tucker -11- The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustee has duly caused this post-effective amendment No. 1 to the registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, State of Ohio, on the 21 day of April, 1998. CAMCO FINANCIAL CORPORATION 401(K) SALARY SAVINGS PLAN By: /s/ Jeff Welch Jeff Welch Vice President Trust Division THE PEOPLES BANKING & TRUST COMPANY -12-
EXHIBIT INDEX Exhibit Number Description Location 4.1 Third Restated Certificate of Incorporated herein by reference to the Incorporation of Camco Financial Registrant's Annual Report on Form 10-KSB Corporation for the fiscal year ended December 31, 1996, filed with the Securities and Exchange Commission on March 31, 1997("1996 Form 10-KSB"). 4.2 1987 Amended and Restated Bylaws of Incorporated herein by reference to the Camco Financial Corporation Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995, filed with the Securities and Exchange Commission on April 1, 1996. 4.3 Camco Financial Corporation 401(k) Incorporated herein by reference to the Salary Savings Plan Registrant's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on December 30, 1994. 4.4 Amendment to the Camco Financial Corporation 401(k) Salary Savings Plan effective July 17, 1996 5 Internal Revenue Service determination letter that the Plan, as amended effective January 1, 1995, is qualified under Section 401 of the Internal Revenue Code 23 Consent of Grant Thornton LLP, dated April 29, 1998
-13- EX-4.4 2 AMENDMENT TO THE 401(K) PLAN EXHIBIT 4.4 CAMCO FINANCIAL CORPORATION CERTIFICATE OF CORPORATE RESOLUTION The undersigned officer of Camco Financial Corporation ("Camco") hereby certifies that the following resolutions were duly adopted by the Board of Directors of the Company on May 28, 1996, and that such resolutions have not been modified or rescinded as of the date hereof: WHEREAS, Camco Financial Corporation adopted a 401(K) Salary Savings Plan and Trust effective November 16, 1987; WHEREAS, Camco Financial Corporation adopted the amended and restated 401(K) Salary Savings Plan effective January 1, 1995 utilizing the Employee Benefit Compliance Services, Inc. Regional Prototype standardized 401(K) Profit Sharing Plan and Trust; and WHEREAS, it is desired to amend such Adoption Agreement; NOW, THEREFORE, BE IT RESOLVED that said 401(K) Salary Savings Plan is hereby amended as follows: ITEM I Effective July 1, 1996, Section E3, FORMULA FOR DETERMINING EMPLOYER'S MATCHING CONTRIBUTION, is amended by nullifying option "b" and substituting the following option "d" therefor: d. (x) The employer shall make matching contributions equal to the sum of 100% of the portion of the Participant's salary reduction which does not exceed 3% of the Participant's Compensation plus 50% of the portion of the Participant's salary reduction which exceeds 3% of the Participant's Compensation, but does not exceed 5% of the Participant's Compensation. ITEM II Effective July 1, 1996, Section E3, FORMULA FOR DETERMINING EMPLOYER'S MATCHING CONTRIBUTION is amended by changing the inserted "4%" to "5%" in option "j". ITEM III Effective January 1, 1997, the amount of the discretionary Employer contribution (Employer profit sharing contributions) for any Plan Year in which the Employer's adjusted Return on Average Equity (ROAE) exceeds 10%, shall be based on the following schedule: Adjusted ROAE Employer Contribution - - ------------- --------------------- Less than 10% None 10% - 10.99% 1% of Previous Year's Reportable Compensation 11% - 11.99% 2% of Previous Year's Reportable Compensation 12% - 12.99% 3% of Previous Year's Reportable Compensation 13% - 13.99% 4% of Previous Year's Reportable Compensation 14% - 14.99% 5% of Previous Year's Reportable Compensation 15% - 15.99% 6% of Previous Year's Reportable Compensation 16% - 16.99% 7% of Previous Year's Reportable Compensation 17% - 17.99% 8% of Previous Year's Reportable Compensation 18% - 18.99% 9% of Previous Year's Reportable Compensation 19% - 19.99% 10% of Previous Year's Reportable Compensation 20% - 21.00% 11% of Previous Year's Reportable Compensation The maximum employer contribution shall be 11% of Compensation. The actual amount of the Employer contribution shall be the amount determined from the table above reduced by the amount of any forfeitures of Employer contributions other than matching contributions. The Employer discretionary contributions shall be invested as follows: 50% of such Employer discretionary contribution shall be in Camco Common Stock to be purchased by The Trustees on the open market. 50% of such Employer discretionary contribution shall be for investment in the funds available under this Plan's menu of investments at the sole discretion and direction of the Participant. The return on average equity shall be determined taking the following into consideration: Excluding the effect to ROAE of Camco Acquisitions going forward for the first two calendar years after each acquisition. Excluding that portion of CAFI expenses directly related to merger and acquisition activity that exceeds $12,000 per year. Excluding the impact of the special assessment anticipated to recapitalize the Savings Association Insurance Fund (FDIC/SAID) in the calendar year of the assessment. /s/ Anthony J. Popp, Secretary Anthony J. Popp Date: July 17, 1996 EX-5 3 IRS DETERMINATION LETTER EXHIBIT 5 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P.O. BOX 2508 CINCINNATI, OH 45201 Employer Identification Number: 51-0110823 Date: August 9, 1995 File Folder Number: 310043187 CAMCO FINANCIAL CORPORATION Person to Contact: 814 WHEELING AVENUE JOANNA WEBER CAMBRIDGE, OH 43725 Contract Telephone Number: (513) 684-3141 Plan Name: 401(K) SALARY SAVINGS PLAN Plan Number: 002 Dear Applicant: We have made a favorable determination on your plan, identified above based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letters, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination letter is applicable for the plan adopted on December 20, 1994. This plan has been madatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements. This plan satisfies the nondiscrimination in amount requirement of section 1.401 (a)(4)-1(b)(2) of the regulations on the basis of a design-based safe harbor described in the regulations. This letter is issued under Rev. Proc. 93-39 and consider the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ C. Ashley Bullard C. Ashley Bullard District Director Enclosures: Publication 794 EX-23 4 CONSENT OF GRANT THORNTON LLP Exhibit 23 ACCOUNTANTS' CONSENT We have issued our report dated February 21, 1998, accompanying the consolidated financial statements of Camco Financial Corporation and our report dated February 16, 1998, accompanying the consolidated financial statements of Camco Financial Corporation 401(k) Salary Savings Plan which are incorporated within the Annual Report on Form 10-K for the year ended December 31, 1997. We hereby consent to the incorporation by referenc of said reports in Camco's Post- Effective Amendment No. 1 to the Form S-8 (33-88072). GRANT THORNTON LLP Cincinnati, Ohio April 29, 1998 -----END PRIVACY-ENHANCED MESSAGE-----