As filed with the Securities and Exchange Commission on August 20, 2001
Registration No. 333-67402
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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
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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)
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Common Stock,
$.01 par value 105,800 $10.00 1,058,000 $264.50
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Plan Participation
Interests(3) -- -- -- --
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(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.
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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
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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.