As filed with the Securities and Exchange Commission on May 23, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under the
Securities Act of 1933
COMMERCIAL NATIONAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-1688835
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
101 North Pine River
Ithaca, Michigan 48847
(989) 875-4144
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Jeffrey S. Barker
President and Chief Executive Officer
Commercial National Financial Corporation
101 North Pine River
Ithaca, Michigan 48847
(989) 875-4144
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement as determined by
market conditions and other factors.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [X]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
=========================================================================================
Proposed Proposed
Title of each class Amount Maximum Maximum Amount of
of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Unit Offering Price Fee
Common Shares 225,000 (1) $13.00(2) $2,925,000(2) $269.10(2)
(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 based on the average price of the common stock on May 17, 2002,
pursuant to Section 6(b) and in accordance with Rule 457(c) of the General Rules
and Regulations under the Securities Act of 1933, as amended, solely for
purposes of calculating the registration fee.
COMMERCIAL NATIONAL
FINANCIAL CORPORATION
PROSPECTUS
DIVIDEND REINVESTMENT PLAN
OFFERING UP TO 345,000 SHARES OF
COMMON STOCK, WITHOUT PAR VALUE
The Dividend Reinvestment Plan (the "Plan") of Commercial National
Financial Corporation (the "Corporation") provides holders of the Corporation's
Common Stock, without par value ("Common Stock"), with a convenient method of
purchasing additional shares of Common Stock by automatically reinvesting your
cash dividends received on shares of Common Stock without payment of any
brokerage commission or service charge.
The shares purchased for you under the Plan may be newly issued shares
or shares purchased in the open market, at the Corporation's option. The Plan
currently provides that shares purchased for you with reinvested dividends will
be purchased at ninety-five percent (95%) of the fair market value determined as
provided in the Plan. The Corporation, however, reserves the right to modify the
pricing or any other provision of the Plan at any time. The Plan does not
represent a change in the Corporation's dividend policy or a guarantee of future
dividends, which will continue to depend on earnings, financial requirements,
and other factors.
If you are enrolled in the Plan you will continue to be enrolled unless
you notify Commercial Bank, Agent for the Plan, that you wish to withdraw from
participation (see "Description of the Plan"). If you do not wish to participate
in the Plan you will continue to receive cash dividends, as declared, by check
or direct deposit in the usual manner.
This Prospectus relates to shares of Common Stock of the Corporation
registered for purchase under the Plan. It is suggested that you retain this
Prospectus for future reference.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
THIS PROSPECTUS IS NOT AN OFFER TO
SELL SECURITIES AND IS NOT SOLICITING AN
OFFER TO BUY SECURITIES IN ANY STATE OR
COUNTRY WHERE THE OFFER OR SALE IS NOT PERMITTED.
The date of this Prospectus is May 20, 2002.
No person has been authorized to give any information or to make any
representation other than as contained or incorporated by reference in this
Prospectus. This Prospectus does not constitute an offer of any securities other
than those described on the cover page or an offer to sell or a solicitation of
an offer to buy within any jurisdiction to any person to whom it is unlawful to
make such offer or solicitation within such jurisdiction. Neither the delivery
of this Prospectus nor any sales made under this Prospectus shall under any
circumstances create any implication that there has been no change in the
affairs of the Corporation since the date of this Prospectus.
COMMERCIAL NATIONAL FINANCIAL CORPORATION
Commercial National Financial Corporation (the "Corporation") is the
issuer of the shares of Common Stock offered hereby. The Corporation is a
financial holding company, owning all of the outstanding stock of Commercial
Bank of Ithaca, Michigan. Commercial Bank has two wholly-owned subsidiaries-CNFC
Financial Services, Inc. and CNFC Mortgage Corporation.
The Corporation was incorporated under the laws of the State of
Michigan in 1987 for the purpose of acquiring Commercial Bank (f/k/a Commercial
National Bank). The Corporation's main offices are located at 101 North Pine
River, Ithaca, Michigan 48847, and its telephone number is (989) 875-4144.
Aside from the stock of its subsidiary bank, the Corporation has no
substantial assets. The Company's income depends upon management fees, interest
charges, and dividends received from its subsidiary bank, which are limited by
applicable state and federal regulations.
As a financial holding company, the Corporation has broader corporate
powers than its subsidiary bank. These broader corporate powers principally
include the power to engage in certain nonbanking businesses closely related to
banking, to own the capital stock of banks located in Michigan, and to own the
capital stock of business corporations which are not banks, located either
within Michigan or outside of Michigan, all subject, however, to the provisions
of the Bank Holding Company Act of 1956, as amended, and regulations of the
Board of Governors of the Federal Reserve System.
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DESCRIPTION OF THE PLAN
The following is a question and answer statement of the provisions of
the Plan.
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of
shares of the Common Stock of the Corporation with a convenient and economical
method of investing cash dividends in additional shares of Common Stock, so long
as such additional shares are being made available by the Corporation, or, if
additional shares are not being made so available, in shares of Common Stock
purchased in the open market without payment of any brokerage commission or
service charge. Shares of Common Stock purchased from the Corporation's
authorized but unissued shares will provide the Corporation with additional
funds for general corporate purposes. The Corporation will receive no proceeds
from purchases by the Plan of any shares in the open market.
2. What are the advantages of the Plan?
You may have cash dividends on your shares of Common Stock
automatically reinvested in shares of Common Stock at a five percent (5%)
discount from the current market value of the Common Stock (as determined under
the Plan) and without paying any brokerage commission or service charge in
connection with purchases under the Plan. Full investment of funds is possible
under the Plan because the Plan permits fractions of shares, as well as full
shares, to be credited to your account. In addition, dividends in respect of
such fractions, as well as full shares, are credited to your account. You can
avoid the inconvenience and expense of safekeeping certificates for shares
credited to your account under the Plan (see Question 17). You will receive
quarterly statements of accounts for simplified recordkeeping.
3. Who administers the Plan?
Commercial Bank (the "Agent"), a wholly owned subsidiary of
the Corporation, administers the Plan for you, keeps records, sends quarterly
statements of account and performs other duties relating to the Plan (see
Question 29). Shares of Common Stock purchased under the Plan are registered in
the name of the Agent (or its nominee), as agent, and credited to the accounts
of the respective participants.
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4. Who is eligible to participate?
If you are a holder of record of shares of Common Stock you
are eligible to participate in the Plan, except as described below. Although
shares purchased with reinvested dividends are registered in the name of the
Agent (see Question 3), you will continue to hold those shares currently held in
your own name and you should not transfer such shares to the Agent. The
Corporation reserves the right to exclude participation if you reside in a
jurisdiction other than Michigan, having laws or regulations that impose
conditions which the Corporation finds unacceptable to its making the Plan
available in such jurisdiction or if you fail to provide documentation
acceptable to the Corporation of your state or country (if other than the United
States) of residence. Consequently, the Plan may not be available to you if you
live in a state other than Michigan or in a country other than the United
States. If you wish to participate in the Plan, you must certify your state or
country (if other than the United States) of residence in the Authorization Form
and undertake to notify the Agent if such state or country of residence changes
(see Question 9). Upon receipt of the Authorization Form, the Agent will notify
you within a reasonable time if the Plan is not available in the state or
country where you reside.
5. Can a beneficial owner who is not a holder of record
participate in the Plan?
If you are a beneficial owner of shares of Common Stock whose
shares are registered in a name other than your own (for instance, in the name
of a broker or nominee) you must become a shareholder of record by having your
shares transferred into your own name in order to be eligible to participate
fully in the Plan. Beneficial owners interested in participating in the Plan
indirectly through brokers or nominee shareholders should contact their brokers
or nominee shareholders to determine whether such indirect participation is
available to them. The broker or nominee must certify your state or country (if
other than the United States) of residence in the Authorization Form and
undertake to promptly notify the Agent of any changes in such state or country
of residence (see Question 9). Upon receipt of the Authorization Form, the Agent
will notify the holder of record within a reasonable time if the Plan is not
available in the state or country where you reside.
6. How do I participate?
If you are a holder of record of shares of Common Stock, you
may join the Plan at any time by completing and signing an Authorization Form
and returning it to the Agent. An Authorization Form may be obtained by written
request to the Agent (see Question 29).
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7. When will investment of dividends start?
The record dates for the payments of dividends with respect to
the Corporation's Common Stock are chosen from time to time by the Board of
Directors of the Corporation and are customarily in the months of March, June,
September and December of each year. If the Authorization Form is received by
the Agent before the record date for determining the holders of shares entitled
to the next dividend, the reinvestment of dividends will commence with the next
dividend. If the Authorization Form is received on or after such record date,
the reinvestment of dividends will not start until payment of the ensuing
dividend. The Authorization Form must be forwarded so that it will be received
prior to the first day of the record date month in which you desire to commence
participation.
You are cautioned that the Plan does not represent a change in
the Corporation's dividend policy or a guarantee of future dividends, which will
continue to depend upon the Corporation's earnings, financial requirements and
other factors.
8. Are shareholders enrolled in the Plan required to send in a
new Authorization Form annually?
No. If you are currently enrolled in the Plan, you will
continue to be enrolled in the Plan without further action on your part, unless
you move to a state or country where the Plan is not available or give notice to
the Agent in writing that you wish to withdraw from participation. (See the
answers to Questions 21 and 22 for information concerning withdrawal from the
Plan.)
9. What does the Authorization Form provide?
The Authorization Form directs the Agent to apply all of your
cash dividends on all shares of Common Stock of the Corporation registered in
your own name, as well as on all shares credited to your account under the Plan,
to the purchase of shares of Common Stock under the Plan.
The Authorization Form also requires the holder of record,
broker or nominee to indicate the state or country (if other than the United
States) of residence of the beneficial owner and to promptly notify the Agent if
such state or country of residence changes.
10. May a participant elect to make optional cash payments under
the Plan?
No. Your participation in the Plan is limited to directing the
Agent to apply all dividends on Common Stock held of record by you to the
purchase of shares of Common Stock under the Plan. You may not make optional
cash payments under the Plan.
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11. Are there any expenses to participants in connection with
purchases under the Plan?
There are no brokerage fees or service charges to you in
connection with purchases of shares of Common Stock under the Plan. All costs of
administration of the Plan are paid by the Corporation. However, if you request
the Agent to sell your shares in the event of your withdrawal from the Plan, you
may be required to pay a brokerage commission, a service charge and any transfer
tax (see Question 21).
12. How will shares be purchased under the Plan?
Cash dividends will be invested on each dividend payment date
for the Common Stock (generally during the months of April, July, October and
January of each year). To the extent the Corporation is making additional shares
of Common Stock available for purchase under the Plan in respect of any dividend
payment date, the Agent will purchase such additional shares of Common Stock
from the Corporation. To the extent the Corporation is not then making
additional shares available for purchase under the Plan, the Agent will purchase
shares of Common Stock in the open market. The Corporation reserves the right,
in its sole discretion, to cease or resume making additional shares of Common
Stock available for such purposes at any time and from time to time.
If the Corporation determines not to make additional shares of
Common Stock available for purchase under the Plan and in the event applicable
law or the closing of the securities markets requires temporary curtailment or
suspension of open market purchases of shares of Common Stock, the Agent is not
accountable for its inability to make purchases at such time. If additional or
other shares of Common Stock are not available for purchase for a period longer
than 90 days, the Agent will promptly mail to you a check in the amount of any
unapplied funds in your account.
13. What will be the price of shares purchased under the Plan?
The price of Common Stock purchased with reinvested dividends
will be ninety-five percent (95%) of the Market value of the Common Stock.
"Market value" is defined as the weighted average price of all sales of Common
Stock known to management, which occurred during the immediately proceeding
3-month period, other than sales involving officers, directors or other
affiliates of the Corporation. If the Board of Directors determines that such
information is for any reason not a reliable determination of the Market value
of the Common Stock, the Board of Directors shall determine the Market value of
the Common Stock as of the date immediately preceding the dividend payment date.
In making the determination, the Board of Directors may consider the financial
condition of the Corporation and its recent operating results, values of
publicly traded securities of other financial
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institutions giving effect to the relative book values and earnings of such
institutions and the lack of liquidity of the Corporation's shares, and such
other factors as the Board of Directors in its sole and absolute discretion
deems relevant.
If in the future, transactions of the Common Stock become
reported on the National Association of Securities Dealers Automatic Quotation
System ("NASDAQ"), the price of shares of Common Stock purchased from the
Corporation with reinvested cash dividends will be ninety-five percent (95%) of
the last reported sale price for the Common Stock at the close of trading on the
over-the-counter market as quoted by NASDAQ on the trading day immediately
preceding the dividend payment date. If in the future the Common Stock becomes
quoted by NASDAQ in the bid and asked quotations but the volume of transactions
is insufficient to be quoted by NASDAQ as a transaction reported, then the price
of shares of Common Stock purchased from the Corporation with reinvested cash
dividends will be ninety-five percent (95%) of the average of the high bid and
low asked quotation for the Common Stock as reported by NASDAQ for the three
trading days immediately preceding the dividend payment date.
14. How many shares will be purchased for participants?
The number of shares that will be purchased for you on any
dividend payment date will depend on the amount of your dividend and the
purchase price of the shares of Common Stock. Your account will be credited with
that number of shares (including fractions computed to four decimal places)
equal to the total amount to be invested, divided by the applicable purchase
price (also computed to four decimal places).
15. What kind of reports will be sent to participants in the Plan?
You will receive quarterly statements of account. These
statements are your record of the costs of your purchases and should be retained
for income tax purposes. In addition, you will receive the most current
Prospectus for the Plan and copies of the same communications sent to all other
holders of shares of Common Stock, including the Corporation's quarterly reports
and annual report to shareholders, a notice of the annual meeting and proxy
statement and Internal Revenue Service information for reporting dividend income
received.
16. Will participants receive dividends on shares held in their
Plan accounts?
Yes. Dividends on full shares, and any fraction of a share,
credited to your account will be reinvested in shares of Common Stock and
credited to your account.
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17. Will certificates be issued for shares of Common Stock
purchased under the Plan?
Shares of Common Stock purchased under the Plan for your
account will be registered in the name of the Agent (or its nominee), and
certificates for such shares will not be issued to you until requested. The
total number of shares credited to an account under the Plan will be shown on
each statement of account. This custodial service protects you against the risk
of loss, theft, or destruction of stock certificates.
Certificates for any number of whole shares credited to your
account under the Plan will be issued at any time upon your written request to
the Agent. Any remaining full shares and fraction of a share will continue to be
credited to your account. Certificates for fractions of shares will not be
issued under any circumstances.
18. In whose name will certificates be registered when issued?
Accounts under the Plan will be maintained in the names in
which your certificates were registered at the time you entered the Plan.
Consequently, certificates for whole shares will be similarly registered when
issued at your request (see Question 17).
19. What happens when a participant sells or transfers all of the
shares registered in the participant's name?
If you dispose of all shares of Common Stock registered in
your name (those for which you hold certificates), the dividends on the shares
credited to your account under the Plan will continue to be reinvested until you
notify the Agent that you wish to withdraw from the Plan.
20. May shares in a Plan account be pledged?
No. If you wish to pledge shares credited to your Plan
account, you must request that certificates for such shares be issued to you.
21. How does a participant withdraw from the Plan?
You may withdraw from the Plan at any time by sending a
written notice to the Agent that you wish to withdraw. When you withdraw from
the Plan, or upon termination of the Plan by the Corporation, certificates for
whole shares credited to your account under the Plan will be issued and a cash
payment will be made for any fraction of a share (see Question 22).
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Upon withdrawal from the Plan, you may, if you desire, also
request that all of the shares, both whole and fractional, credited to your
account be sold by the Agent. If such sale is requested, the Agent will place a
sale order, as promptly as possible after the processing of the request for
withdrawal, for your account through an independent broker designated by the
Agent. You will receive from the Agent a check for the proceeds of the sale less
any brokerage commission and any transfer tax.
22. What happens to a fraction of a share when a participant
withdraws from the Plan?
When you withdraw from the Plan, a cash adjustment
representing the value of any fraction of a share then credited to your account
will be mailed directly to you. The cash adjustment will be based on the fair
market value of the Common Stock as determined in accordance with the Plan.
23. What happens if the Corporation issues a stock dividend or
declares a stock split?
Any stock dividends or split shares distributed by the
Corporation on shares registered in your name or credited to your account under
the Plan will be added to your account and not mailed or delivered directly to
you. You may, however, request the Corporation to issue certificates for such
stock dividends or split shares once they are added to your account (see
Question 17).
24. How will a participant's shares be voted at meetings of
shareholders?
For each meeting of shareholders, you will receive a proxy
which will enable you to vote shares registered in your name as well as whole
shares credited to your Plan account. If the proxy card is returned properly
signed and marked for voting, all of such whole shares will be voted as marked.
The total number of whole shares held may also be voted in person at a meeting.
If no instructions are received on a properly signed returned
proxy card with respect to any item thereon, all of your whole shares--those
registered in your name and those credited to your account under the Plan--will
be voted in accordance with the recommendations of the Corporation's management,
just as for nonparticipating shareholders who return proxies and do not provide
instructions. If the proxy card is not returned or if it is returned unsigned,
none of your shares will be voted unless you vote in person.
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25. What are the federal income tax consequences of participation
in the Plan?
In general, you will have the same federal income tax
consequences with respect to dividends payable to you on shares credited to your
Plan account and on shares held by you directly as other holders of the
Corporation's shares of Common Stock. In accordance with Internal Revenue
Service rulings applicable to dividend reinvestment plans similar to the Plan,
you will be treated for Federal income tax purposes as having received, on the
dividend payment date, a dividend equal to the full amount of the cash dividend
payable on such date with respect to your shares even though that amount is not
actually received by you in cash but, instead, is applied to the purchase of
shares for your account.
If the shares of Common Stock are purchased by the Agent in
the open market, the payment of brokerage commissions and services charges by
the Corporation in connection with the purchase of shares in the open market
will be treated as additional dividend income to you.
The tax basis of shares acquired under the Plan will be the
purchase price for the stock, plus, as to the shares acquired in the open
market, any commissions, charges or mark-ups paid by the Corporation. For shares
acquired by the Agent directly from the Corporation under the Plan, the holding
period begins the day after the applicable dividend payment date. For shares
acquired by the Agent in the open market under the Plan, the holding period
begins on the purchase date.
You will not realize any taxable income when you receive
certificates for whole shares credited to your account under the Plan, either
upon your request for such certificates or upon withdrawal from or termination
of the Plan. However, if you receive, upon withdrawal from or termination of the
Plan, a cash payment for any full share then sold for you, or for a fractional
share then held in your account, you will realize gain or loss measured by the
difference between the amount of the cash which you receive and the price at
which such full share or fractional share was credited to your account. Such
gain or loss will be capital in character if such full share or fractional share
is a capital asset in your hands. For further information as to tax consequences
of participation in the Plan, you should consult with your own tax advisers.
Information for income tax purposes will be printed on your
statement of account.
26. What provision is made for foreign shareholders subject to
income tax withholding?
If you are a foreign shareholder who elects to have your
dividends reinvested and your dividends are subject to United States income tax
withholding, an amount equal to the dividends payable to you, less the amount of
tax required to be withheld, will be applied to the purchase of shares of Common
Stock under the Plan.
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27. What is the responsibility of the Corporation and the Agent
under the Plan?
The Corporation and the Agent, in administering the Plan, will
not be liable for any act done in good faith or for any good faith omission to
act, including without limitation any claim of liability arising out of failure
to terminate your account upon your death prior to receipt of written notice of
such death.
YOU SHOULD RECOGNIZE THAT NEITHER THE CORPORATION NOR THE
AGENT CAN ASSURE YOU OF A PROFIT OR PROTECT YOU AGAINST A LOSS ON THE SHARES
PURCHASED BY YOU UNDER THE PLAN.
28. May the Plan be changed or discontinued?
The Corporation reserves the right to suspend, amend, modify,
or terminate the Plan at any time. You will receive notice of any such
suspension, amendment, modification, or termination. Any such modification or
termination will not, of course, affect previously executed transactions.
29. Where should correspondence regarding the Plan be directed?
All correspondence regarding the Plan should be addressed to:
COMMERCIAL BANK
101 North Pine River
Ithaca, Michigan 48847
(989) 875-4144
Please mention the Commercial National Financial Corporation
Dividend Reinvestment Plan on all correspondence.
WHERE YOU CAN FIND MORE INFORMATION
The Corporation files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
(SEC). You may read and copy any reports, statements or other information filed
by the Corporation at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. The Corporation's SEC filings are also
available to the public from commercial document retrieval services and at the
web site maintained by the SEC at "http://www.sec.gov". This prospectus is part
of a registration statement that the Corporation filed with the SEC. This
prospectus does not
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contain all the information you can find in the registration statement or the
exhibits to the registration statement. You may inspect the registration
statement and exhibits at the Commission's office, and you may obtain copies
upon payment of a duplicating fee.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows the Corporation to "incorporate by reference"
information into this prospectus. This means that the Corporation can disclose
important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is considered
to be a part of this prospectus, except for any information that is superseded
by information that is included directly in this document.
This prospectus incorporates by reference the documents listed below
that the Corporation has previously filed with the SEC. They contain important
information about the Corporation and its financial condition.
1. Annual Report on Form 10-K for the twelve-month period ending
December 31, 2001.
2. Current Report on Form 8-K dated January 25, 2002.
3. Quarterly Report on Form 10-Q for the three-month period
ending March 31, 2002.
4. The description of the Corporation's Common Stock, registered
under Section 12 of the Exchange Act, contained in the Registration Statement on
Form S-4 filed under the Securities Act of 1933, including any amendment or
reports filed for the purpose of updating such description.
5. All information included in appendices to the Commercial
National Financial Corporation Dividend Reinvestment Plan Prospectus.
The Corporation also incorporates by reference all future filings made
with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934 after the date of this prospectus and until the termination of the
plan.
The Corporation will provide without charge to each person to whom a
copy of this prospectus is delivered, on the written or oral request of any such
person, a copy of any or all of the documents incorporated herein by reference
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
directed to:
Telephone: (989) 875-4144
Website Address: http://www.commercial-bank.com
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Mailing Address: Commercial National Financial Corporation
101 North Pine River
Ithaca, Michigan 48847
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Statements, other than those based on historical facts, which address
activities, events or developments that the Corporation expects or anticipates
may occur in the future are forward-looking statements which are based on a
number of assumptions concerning future conditions that may ultimately provide
to be inaccurate. Actual events and results may materially differ from
anticipated results described in such statements. The Corporation's ability to
achieve such results is subject to numerous assumptions, risks or uncertainties.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. Actual results could differ materially from those
contained in or implied by such forward-looking statements for a variety of
factors including:
- sharp and/or rapid changes in interest rates;
- significant changes in the anticipated economic scenario which
could materially change anticipated credit quality trends and
the ability to generate loans;
- significant cost, delay in, or inability to execute strategic
initiatives designed to grow revenues and/or manage expenses;
- risks involved with the consummation of significant business
combinations or divestitures; and
- significant changes in accounting, tax or regulatory practices
or requirements and other factors noted in connection with
forward-looking statements.
Additionally, borrowers could suffer unanticipated losses without
regard to general economic conditions. The result of these and other factors
could cause differences from expectations in the level of defaults, changes in
the risk characteristics of the loan portfolio, and changes in the provision for
loan losses. Forward-looking statements speak only as of the date made. The
Corporation undertakes no obligations to update any forward-looking statements
to reflect events or circumstances arising after the date on which they are
made.
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INDEMNIFICATION
The Corporation's Articles of Incorporation and Bylaws contain
provisions regarding the indemnification by the Corporation of directors,
officers and other persons under certain conditions.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling the
Corporation pursuant to the foregoing provisions, the Corporation has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
USE OF PROCEEDS
The Corporation has no basis for estimating precisely either the number
of shares of Common Stock that ultimately may be sold pursuant to the Plan or
the prices at which such shares will be sold. However, the Corporation proposes
to use the net proceeds from the sale of authorized but unissued shares of
Common Stock pursuant to the Plan, when and as received, to increase the
Corporation's capital and for other general corporate purposes. The net proceeds
from the sale of shares of Common Stock purchased in the open market pursuant to
the Plan will be applied to the purchase price and expenses of acquiring such
shares in the market.
LEGAL MATTERS
The law firm of Foster, Swift, Collins & Smith, P.C., Lansing,
Michigan, rendered an opinion regarding the validity of the Common Stock covered
by this Prospectus.
EXPERTS
The consolidated financial statements and schedules of the Corporation
and its subsidiary which are incorporated herein by reference to the
Corporation's Annual Report on Form 10-K for the year ended December 31, 2001,
have been audited by Crowe, Chizek and Company LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses payable by the Registrant in connection with the
issuance and distribution of the securities being registered are estimated to
be:
Registration Fee* $ 269.10
Legal Fees and Expenses 2,500.00
Accountant's Fees and Expenses 1,800.00
Printing Fees and Expenses 400.00
Miscellaneous Expenses 200.00
------------
TOTAL $ 5,169.10
============
*Actual; other expenses are estimated
Item 15. Indemnification of Directors and Officers
Under Sections 561-567 of the Michigan Business Corporation
Act, directors and officers of a Michigan corporation may be entitled to
indemnification by the corporation against judgments, expenses, fines, and
amounts paid by the director or officer in settlement of claims brought against
them by third persons or by or in the right of the corporation if those
directors and officers acted in good faith and in a manner reasonably believed
to be in, or not opposed to, the best interests of the corporation or its
shareholders.
The Registrant is obligated under its Articles of
Incorporation and Bylaws to indemnify a present or former director or executive
officer of the Registrant, and may indemnify any other person, to the fullest
extent now or hereafter permitted by law in connection with any actual or
threatened civil, criminal, administrative, or investigative action, suit or
proceeding arising out of their past or future service to the Registrant or a
subsidiary, or to another organization at the request of the Registrant or a
subsidiary. The Registrant and its directors and officers in their capacities as
such are insured against liability for wrongful acts.
II-1
Item 16. Exhibits.
The following exhibits have been filed as part of this
registration statement:
Exhibit Number Description
-------------- -----------
5 Opinion of Counsel.
23.1 Consent of Crowe Chizek.
23.2 Consent of Counsel (see Exhibit 5).
24 Power of Attorney.
99.1 Authorization Card.
99.2 Letter to Shareholders Concerning Plan.
99.3 The Commercial National Financial
Corporation Dividend Reinvestment Plan is
set forth in full in the Prospectus.
Item 17. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registrant Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(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 Registrant
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) under the Securities Act if, in the
aggregate, the changes in volume and
II-2
price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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
Securities Exchange Act of 1934 that are incorporated by reference in
the 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
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 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 Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.
II-3
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-3 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 the 23 day of May,
2002.
COMMERCIAL NATIONAL
FINANCIAL CORPORATION
By: /s/ Jeffrey S. Barker
----------------------------------------
Jeffrey S. Barker
Its: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints JEFFREY S. BARKER and PATRICK G. DUFFY,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form
S-3 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
II-4
Date Name and Title
May 23, 2002 /s/ Jeffrey S. Barker
--------------------------------------------
Jeffrey S. Barker
President, Chief Executive Officer and
Director (Principal executive officer)
May 23, 2002 /s/ Patrick G. Duffy
--------------------------------------------
Patrick G. Duffy
Executive Vice President, Chief Financial
Officer and Director (Principal financial
and accounting officer)
May 23, 2002 /s/ Richard F. Abbott
--------------------------------------------
Richard F. Abbott, Director
May 23, 2002 /s/ Jefferson P. Arnold
--------------------------------------------
Jefferson P. Arnold, Director
May 23, 2002 /s/ Donald J. Dewey
--------------------------------------------
Donald J. Dewey, Director
May 23, 2002 /s/ David A. Ferguson
--------------------------------------------
David A. Ferguson, Director
May 23, 2002 /s/ Paul B. Luneack
--------------------------------------------
Paul B. Luneack, Director
May 23, 2002 /s/ Kim C. Newson
--------------------------------------------
Kim C. Newson, Director
May 23, 2002 /s/ Howard D. Poindexter
--------------------------------------------
Howard D. Poindexter, Director
May 23, 2002 /s/ Scott E. Sheldon
--------------------------------------------
Scott E. Sheldon, Director
II-5
EXHIBIT INDEX
Exhibit Number Description
5 Opinion of Counsel.
23.1 Consent of Crowe Chizek.
23.2 Consent of Counsel (see Exhibit 5).
24 Power of Attorney (included on Page II-4 hereof).
99.1 Authorization Card.
99.2 Letter to Shareholders Concerning Plan.
99.3 The Commercial National Financial
Corporation Dividend Reinvestment Plan is
set forth in full in the Prospectus.