DELAWARE | 34-1877137 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
(Do not check if a smaller reporting company) |
Proposed maximum | Proposed maximum | |||||||||||||||||||||
Title of securities to | Amount to be | offering price per | aggregate offering | Amount of | ||||||||||||||||||
be registered | registered(1) | share(2) | price(2) | registration fee(2) | ||||||||||||||||||
Common Stock,
$0.01 par value per share |
1,089,588 | (3) | $ | 1.49 | $ | 1,623,486 | $ | 90.59 | ||||||||||||||
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers an indeterminate number of additional shares of Common Stock that may be offered or issued pursuant to the antidilution provisions of the Central Federal Corporation 2009 Equity Compensation Plan (the 2009 Plan). | |
(2) | Estimated pursuant to Securities Act Rules 457(c) and 457(h) solely for purposes of calculating the amount of the registration fee based on the average of the high and low prices reported for shares of Common Stock on the Nasdaq Capital Market on November 11, 2009. | |
(3) | Includes 1,000,000 shares of Common Stock, not previously registered, and 89,588 shares of Common Stock available for grant under the Third Amended and Restated Central Federal Corporation 2003 Equity Compensation Plan (the Prior Plan). Concurrently with the filing of this Registration Statement, the Registrant is filing a post-effective amendment to the applicable registration statements for the Prior Plan to deregister the 89,588 shares that are being transferred to this Registration Statement and issuable under the 2009 Plan. An additional 330,879 shares of Common Stock are currently subject to outstanding awards under the Prior Plan and could potentially become available for issuance in the future under the 2009 Plan to the extent such awards expire unexercised or are forfeited or settled for cash (in whole or in part). |
1. | the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2008; | |
2. | the Companys Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2009; | |
3. | the Companys Current Reports on Form 8-K filed with the Commission on January 23, March 20, April 14, and September 21, 2009; and | |
4. | the description of the Companys Common Stock contained in the Companys registration statement on Form 8-A filed with the Commission on November 6, 1998, including any amendments or reports filed for the purpose of updating that description. |
(i) | May indemnify any person who was, is 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 such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporations best interests and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe that his conduct was illegal; and |
(ii) | May indemnify any person who is, was 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 by reason of the fact that such person was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys fees) actually and reasonably incurred by any such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporations best interests and that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. |
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; |
(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. 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; | |||
(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) of this Item do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement; and | |||
(2) | That for the purpose of determining any liability under the Securities Act, 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. |
B. | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans 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 Securities 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. |
CENTRAL FEDERAL CORPORATION |
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By: | /s/ Eloise L. Mackus | |||
Eloise L. Mackus, Secretary | ||||
SIGNATURE | TITLE | |
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Chairman, President and Chief Executive Officer of the Company | |
Mark S. Allio
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(principal executive officer) | |
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Treasurer and Chief Financial Officer of the Company | |
Therese Ann Liutkus
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(principal financial officer and principal accounting officer) | |
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Director | |
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Director | |
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Director | |
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Director | |
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Director |
* | By: | /s/ Eloise L. Mackus | ||
Eloise L. Mackus | ||||
Attorney-in-fact | ||||
November 13, 2009 |
No. | Exhibit Description | |
4.1 |
Certificate of Incorporation of Central Federal Corporation (incorporated herein by reference to Exhibit 3.1 to the Companys Registration Statement on Form SB-2 No. 333-64089 filed with the Commission on September 23, 1998). | |
4.2 |
Amendment to Certificate of Incorporation of Central Federal Corporation (incorporated herein by reference to Exhibit 3.2 to the Companys Registration Statement on Form S-2 No. 333-129315 filed with the Commission on October 28, 2005). | |
4.4 |
Amendment to Certificate of Incorporation of Central Federal Corporation (incorporated herein by reference to Exhibit 3.4 to the Companys Quarterly Report on Form 10-Q filed with the Commission on August 14, 2009). | |
4.5 |
Second Amended and Restated Bylaws of Central Federal Corporation (incorporated herein by reference to Exhibit 3.3 to the Companys Annual Report on Form 10-K filed with the Commission on March 27, 2008) (File No. 000-25045). | |
4.6 |
Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of Central Federal Corporation (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K, filed with the Commission on December 5, 2008). | |
4.7 |
Warrant, dated December 5, 2008, to purchase shares of common stock of the Company (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K, filed with the Commission on December 5, 2008). | |
4.8 |
Central Federal Corporation 2009 Equity Compensation Plan (incorporated herein by reference to Appendix A of the Companys Definitive Proxy Statement on Schedule 14A filed with the Commission on March 31, 2009). | |
5.1 |
Opinion of Eloise L. Mackus.* | |
23.1 |
Consent of Crowe Horwath LLP.* | |
23.2 |
Consent of Eloise L. Mackus (included in her opinion filed as Exhibit 5.1).* | |
24.1 |
Powers of Attorney (see signature pages).* |
* | Filed herewith |