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AS FILED WITH THE SECURITIES AND EXCHANGE REGISTRATION NO. 333-__________
COMMISSION ON MAY 11, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
COMMERCIAL NATIONAL FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
MICHIGAN 38-2799780
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 NORTH PINE RIVER STREET
ITHACA, MICHIGAN 48847
(Address of Principal executive offices) (Zip Code)
COMMERCIAL NATIONAL FINANCIAL CORPORATION
2001 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
JEFFREY S. BARKER, PRESIDENT
101 N. PINE RIVER STREET
ITHACA, MI 48847
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
517/875-4144
================================================================================
CALCULATION OF REGISTRATION FEE
PROPOSED
AMOUNT PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED PER SHARE (3) OFFERING PRICE (3) FEE REGISTRATION
COMMON SHARES 250,000 SH (1) $9.50 (2) $2,375,000 (2) $593.75
- -------------
(1) PLUS SUCH INDETERMINATE NUMBER OF ADDITIONAL SHARES AS MAY BE REQUIRED TO BE
ISSUED IN THE EVENT OF AN ADJUSTMENT AS A RESULT OF AN INCREASE IN THE NUMBER OF
ISSUED SHARES OF COMMON STOCK RESULTING FROM A SUBDIVISION OF SUCH SHARES, THE
PAYMENT OF STOCK DIVIDENDS OR CERTAIN OTHER CAPITAL ADJUSTMENTS.
(2) ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE.
(3) THE SHARES WHICH ARE TO BE OFFERED ON AN OPTION BASIS WILL BE OFFERED AT A
PRICE OF NOT LESS THAN 100% OF THE FAIR MARKET VALUE OF THE SHARES OF COMMON
STOCK OF COMMERCIAL NATIONAL FINANCIAL CORPORATION (THE "COMPANY") AT THE DATE
OF OPTION GRANT. THE FILING FEE HAS BEEN CALCULATED PURSUANT TO RULE 457(H)(1)
AND 457(C).
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PART I
Information Required In the Section 10(a) Prospectus
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the SEC, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
Information Required In the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by Commercial National Financial
Corporation (the "Company") with the SEC are incorporated in and made a part of
this Registration Statement by reference, except to the extent that any
statement of information therein is modified, superseded or replaced by a
statement or information contained in any other subsequently filed document
incorporated herein by reference:
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and, the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act, which
contains audited financial statements for the Company's latest
fiscal year for which such statements have been filed or the
Company's effective registration statement on Form 10 or 20F
filed under the Exchange Act containing audited financial
statements for the Company's last fiscal year.
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(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the registration document referred to in (a)
above.
(c) If the class of securities to be offered is registered under
Section 12 of the Exchange Act, the description of that class
of securities which is contained in a registration statement
filed under the Exchange Act, including any amendment or
report filed for the purpose of updating that description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The bylaws of the Registrant provide that the Registrant shall
indemnify to the full extent permitted by law, any person who is made, or
threatened to be made, a party to any action, suit or proceeding, including
those brought by or in the right of the Registrant, (whether civil, criminal,
administrative or investigative) by reason of the fact that he is or was a
director of the Registrant or serves or served any other enterprise at the
request of the Registrant.
The Registrant's articles of incorporation also provide that a director
of the Registrant shall not be personally liable to the Registrant or its
shareholders for money damages for any action taken or failure to take any
action as a director. However, it does not eliminate or limit the liability of a
director for any of the following: (1) the amount of a financial
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benefit received by a director to which he or she is not entitled, (2)
intentional infliction of harm on the corporation or the shareholders, (3) a
violation of Section 551 of the Michigan Business Corporation Act, or (4) an
intentional criminal act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits to this Registration Statement are listed in the Exhibit
Index of this Registration Statement, which Index is incorporated herein by
reference.
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;
(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;
(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 the periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Exchange Act, as amended, that are incorporated by
reference in the Registration Statement.
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(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
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, as amended, 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. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
D. 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 SEC 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
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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.
SIGNATURES
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ithaca, State of Michigan, on May 11, 2001.
COMMERCIAL NATIONAL FINANCIAL
CORPORATION
By: /s/Jeffrey S. Barker
-------------------------------------
Jeffrey S. Barker,
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 date indicated.
Signature Title Date
- --------- ----- ----
/s/ Jeffrey S. Barker President, Chief Executive May 11, 2001
- --------------------- Officer and Director
Jeffrey S. Barker (Principal Executive Officer)
/s/ Patrick G. Duffy Executive Vice President May 11, 2001
- -------------------- Chief Financial Officer and
Patrick G. Duffy Director (Principal Financial
and Accounting Officer)
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Signature Title Date
- ----------------------------------------------------------------------------------------------------------------
/s/Richard F. Abbott Director May 11, 2001
- ----------------------------------------
Richard F. Abbott
/s/Jefferson P. Arnold Director May 11, 2001
- ----------------------------------------
Jefferson P. Arnold
/s/Don J. Dewey Director May 11, 2001
- ----------------------------------------
Don J. Dewey
/s/David A. Ferguson Director May 11, 2001
- ----------------------------------------
David A. Ferguson
/s/Kenneth R. Luneack Director May 11, 2001
- ----------------------------------------
Kenneth R. Luneack
/s/ Kim C. Newson Director May 11, 2001
- ----------------------------------------
Kim C. Newson
/s/Howard D. Poindexter Chairman of the May 11, 2001
- ---------------------------------------- Board and Director
Howard D. Poindexter
/s/Scott E. Sheldon Director May 11, 2001
- ----------------------------------------
Scott E. Sheldon
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EXHIBIT INDEX
Exhibit
Number Description
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4 Commercial National Financial Corporation
2001 Stock Option and Incentive Plan
5 Opinion of Foster, Swift, Collins & Smith, P.C.
regarding the legality of securities being registered
23(a) Consent of Crowe, Chizek and Company LLP
23(b) Consent of Foster, Swift, Collins & Smith, P.C.
(included in Exhibit 5)