As filed with the Securities and Exchange Commission on June 10, 2002.
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
(Post-Effective Amendment No. 2)
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CAMCO FINANCIAL CORPORATION
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(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)
6901 Glenn Highway, Cambridge, Ohio 43725
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(Address of Principal Executive Offices) (Zip Code)
CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS PLAN
(FORMERLY KNOWN AS CAMCO FINANCIAL CORPORATION 401(k) SALARY SAVINGS PLAN)
(Full title of the plan)
Richard C. Baylor
Camco Financial Corporation
6901 Glenn Highway
Cambridge, Ohio 43725
---------------------------------
(Name and address of agent for service)
(740) 435-2040
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(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 500,000 $14.50 $6,380,000 $586.96
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(1) The Registrant previously registered 60,000 of the 500,000 shares and
has paid the registration fee for such 60,000 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 high and low sales price as of June 7,
2002.
This Post-Effective Amendment No. 2 to Form S-8 (Registration No.
33-88072) is filed in order to reflect an amendment to the Camco Financial &
Subsidiaries 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, 2001, 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; and
(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;
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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Shares offered hereby will be
passed upon for the Registrant by Vorys, Sater, Seymour and Pease LLP, 221 E.
Fourth Street, Suite 2000 - Atrium Two, P.O. Box 0236, Cincinnati, Ohio
45201-0236. As of May 31, 2002, members of Vorys, Sater, Seymour and Pease LLP
and attorneys employed thereby, together with members of their immediate
families, owned an aggregate of 17,800 Common Shares of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
A. Section 145 of the Delaware General Corporation Law
governs indemnification by a corporation and provides as follows:
(a) A corporation shall have power to 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
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reason of the fact that the person 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 the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person
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 the person's 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 which the person 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 reasonable cause to believe that the person's conduct was
unlawful.
(b) A corporation shall have power to 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 the
person 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, partnership, joint venture,
trust, or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner the person 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 present or former director
or officer 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, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person 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 such person has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (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) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
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 such person is not
entitled to be indemnified by the corporation as authorized in this section.
Such expenses (including attorneys' fees) incurred by former directors and
officers or other employees and agents may be so paid upon such terms and
conditions, if any, as the corporation 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
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seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office.
(g) A corporation shall have power to 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, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such liability
under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had the power and authority 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 this section with respect to
the resulting or surviving corporation as such person 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 any 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 benefit 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 when 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).
B. The By-laws of the Registrant 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 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
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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.
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.
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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.
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
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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.
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
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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 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, 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. 2 to the Form S-8 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Cambridge, State of Ohio, on the 28th day of May, 2002.
CAMCO FINANCIAL CORPORATION
By: /s/ Richard C. Baylor
---------------------------------------
Richard C. Baylor, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ /Richard C. Baylor Director, President and May 28, 2002
------------------------
Richard C. Baylor Chief Executive Officer
/s/ Mark A. Severson Chief Financial Officer May 28, 2002
------------------------
Mark A. Severson (Principal Financial Officer and
Principal Accounting Officer)
/s/ Larry A. Caldwell Director and Chairman May 28, 2002
------------------------
Larry A. Caldwell
/s/ Robert C. Dix, Jr. Director May 28, 2002
------------------------
Robert C. Dix, Jr.
/s/ Terry A. Feick Director May 28, 2002
------------------------
Terry A. Feick
/s/ Susan J. Insley Director May 28, 2002
------------------------
Susan J. Insley
/s/ Paul D. Leake Director May 28, 2002
------------------------
Paul D. Leake
/s/ Carson K. Miller Director May 28, 2002
------------------------
Carson K. Miller
/s/ Eric G. Spann Director May 28, 2002
------------------------
Eric G. Spann
/s/ Samuel W. Speck Director May 28, 2002
------------------------
Samuel W. Speck
/s/ Jeffrey T. Tucker Director May 28, 2002
------------------------
Jeffrey T. Tucker
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THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the trustee has duly caused this Post-Effective Amendment No. 2 to the Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cambridge, State of Ohio, on the 5th day of
June, 2002.
CAMCO FINANCIAL & SUBSIDIARIES
SALARY SAVINGS PLAN
By: CAMCO FINANCIAL CORPORATION
Its Administrator
By: /s/ Richard C. Baylor
----------------------------------------
Richard C. Baylor
Its: President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO.
NUMBER DESCRIPTION LOCATION
----------- ----------- --------
4(a) Third Restated Certificate of Incorporation of the Included herewith
Registrant, as amended
4(b) 1987 Amended and Restated Bylaws of the Registrant Incorporated by reference to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 2001
4(c) Camco Financial & Subsidiaries Salary Savings Included herewith
Plan, as amended
5 Internal Revenue Service determination letter that Incorporated by reference to the
the Plan, as amended effective January 1, 1995, is Registrant's Post-Effective Amendment No.
qualified under Section 401 of the Internal 1 to Registration Statement on Form S-8,
Revenue Code filed with the Securities and Exchange
Commission on April 29, 1998, Exhibit 5.
23 Consent of Grant Thornton LLP Included herewith
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