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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 1998
REGISTRATION NO. 333-____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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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 BANK
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
(Full title of the plan)
JEFFREY S. BARKER, PRESIDENT
101 NORTH PINE RIVER STREET
ITHACA, MI 48847
(Name and address of agent for service)
517/875-4144
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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Common Shares 50,000 Sh (1)(2) $ 36.50(3) $1,825,000(3) $507(3)
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(1) 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.
(2) Subject to adjustment for stock splits and similar events.
(3) The registration fee has been calculated pursuant to Rule 457(h) and (c),
based on the average price of the shares on December 3, 1998.
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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") and the Commercial Bank Employee Savings and Stock
Ownership Plan (the "Plan") 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 and the Plan'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, in the case
of the Company, 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.
(b) All other reports, by the Company or the Plan filed 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
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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 or
the Plan 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 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.
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The Registrant will submit the Plan, attached as Exhibit 4, to the
Internal Revenue Service ("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the Plan.
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.
(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, (and, where applicable, each filing of the Plan's
annual report pursuant to 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.
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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 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
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 December 3, 1998.
COMMERCIAL NATIONAL FINANCIAL CORPORATION
By: /s/ Jeffrey S. Barker
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Jeffrey S. Barker, President and
Principal Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended,
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 December 3, 1998
Jeffrey S. Barker (Principal Executive
Officer) and Director
/s/ Patrick G. Duffy
- --------------------------- Vice President & Chief December 3, 1998
Patrick G. Duffy Financial Officer (Principal
Financial and Accounting Officer)
/s/ Richard F. Abbott
- --------------------------- Director December 3, 1998
Richard F. Abbott
/s/ Jefferson P. Arnold
- --------------------------- Director December 3, 1998
Jefferson P. Arnold
/s/ Don J. Dewey
- --------------------------- Director December 3, 1998
Don J. Dewey
/s/ David A. Ferguson
- --------------------------- Director December 3, 1998
David A. Ferguson
/s/ Kenneth R. Luneack
- --------------------------- Director December 3, 1998
Kenneth R. Luneack
/s/ Kim C. Newson
- --------------------------- Director December 3, 1998
Kim C. Newson
/s/ Howard D. Poindexter
- --------------------------- Director December 3, 1998
Howard D. Poindexter
/s/ Russell M. Simmet
- --------------------------- Director December 3, 1998
Russell M. Simmet
/s/ Scott E. Sheldon
- --------------------------- Director December 3, 1998
Scott E. Sheldon
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
as amended the plan administrator of the employee benefit plan 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 December
3, 1998.
HUMAN RESOURCES COMMITTEE
PLAN ADMINISTRATOR
By:/s/ David A. Ferguson
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David A. Ferguson
for the Committee
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EXHIBIT INDEX
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Sequentially
Exhibit Numbered
Number Page
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4 The Commercial Bank Employee 8 - 115
Savings and Stock Ownership Plan
5 Opinion of Foster, Swift, Collins & 116 - 118
Smith, P.C. regarding the legality of
securities being registered
23.1 Consent of Crowe, Chizek and Company LLP 119 - 120
23.2 Consent of Foster, Swift, Collins &
Smith, P.C. (included in Exhibit 5)
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