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As filed with the U.S. Securities and Exchange Commission on May 27, 2004
Registration No. 333-______
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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)
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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 /
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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
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Common Stock 100,000
$.01 par Value Shares (2) $13.30(3) $1,330,000 $169
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(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.
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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
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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
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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).
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(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.
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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
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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
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David C. Vernon
/s/ Therese A. Liutkus Chief Financial Officer
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Therese A. Liutkus principal accounting officer)
/s/ Jeffrey W. Aldrich Director
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Jeffrey W. Aldrich
/s/ Thomas P. Ash Director
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Thomas P. Ash
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/s/ W. R. Downing Director
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W. R. Downing
/s/ Gerry W. Grace Director
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Gerry W. Grace
/s/ Jerry F. Whitmer Director
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Jerry F. Whitmer
/s/ Mark S. Allio Director
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Mark S. Allio