Registration No. 333-81543
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CNB FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 6022 25-1450605
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1 South Second Street, Clearfield, PA 16830 (814) 765-9621
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(Address, including ZIP Code, and telephone number, including area code, of
registrant's principal executive offices)
James P. Moore, 1 South Second Street, Clearfield, PA 16830 (814) 765-9621
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(Name, address, including ZIP Code, and telephone number, including area code,
of agent for service)
_______________________________
Copies to:
Michael M. Lyons, Esq. Michael L. Hund, Esq.
Klett Lieber Rooney & Schorling, Reed Smith Shaw & McClay, LLP
A Professional Corporation 213 Market Street
40/th/ Floor, One Oxford Centre Harrisburg, Pennsylvania 17108
Pittsburgh, Pennsylvania 15219
_______________________________
Approximate date of commencement of proposed sale of the securities to the
public: as soon as practicable after the effective date of this Registration
Statement and the effective time of the merger described in the Prospectus/Proxy
Statement forming a part of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
PART II.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules.
The following exhibits are filed as part of this registration
statement:
2A Agreement and Plan of Merger between registrant and County
National Bank and The First National Bank of Spangler dated as of
April 27, 1999, included in the registration statement as
Appendix A to the Prospectus/Proxy Statement and incorporated
herein by reference. The schedules and exhibits thereto include
such information as summaries of insurance policies, certain
agreements, lists of employees and benefit plans of Spangler, and
charter and bylaws of the parties. Registrant agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the
Commission upon request.
3A Articles of Incorporation of registrant, as amended to date,
filed as Exhibit 3(i) to Form 10-K for the year ended December
31, 1998 and incorporated herein by reference.
3B Bylaws of registrant, as amended to date, filed as Exhibit 3(ii)
to Form 10-K for the year ended December 31, 1998 and
incorporated herein by reference.
5A Opinion and consent of Klett Lieber Rooney & Schorling, a
Professional Corporation, filed herewith.
8A Opinion and consent of Reed Smith Shaw & McClay LLP, filed
herewith.
10A Non-Qualified Deferred Compensation Plan for Outside Directors of
the registrant, filed as Exhibit 10(iii)A to Form 10-K for the
year ended December 31, 1998 and incorporated herein by
reference.*
21A Subsidiaries of the Registrant, filed as Exhibit 21 to Form 10-K
for the year ended December 31, 1998 and incorporated herein by
reference.
23A Consent of Independent Auditors of registrant.**
23B Consent of Independent Auditors of The First National Bank of
Spangler.**
23C Consent of Klett Lieber Rooney & Schorling, a Professional
Corporation (included in Exhibit 5A).
23D Consent of Reed Smith Shaw & McClay LLP (included in Exhibit 8A).
23E Consent of Danielson Associates Inc.**
24A Power of Attorney (included on page II-4 of the initial
Registration Statement).
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*Compensatory plan.
**Filed with the initial Registration Statement.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Borough of
Clearfield, Commonwealth of Pennsylvania, on July 12, 1999.
CNB FINANCIAL CORPORATION
(Registrant)
By: /s/ James P. Moore
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James P. Moore, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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William R. Owens* Chairman of the Board July 12, 1999
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William R. Owens
/s/ James P. Moore Director, President and July 12, 1999
- ----------------------------------- Chief Executive Officer
James P. Moore
William F. Falger* Director, Executive Vice July 12, 1999
- ----------------------------------- President, Principal
William F. Falger Financial Officer and
Principal Accounting
Officer
Robert E. Brown* Director July 12, 1999
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Robert E. Brown
Richard D. Gathagan* Director July 12, 1999
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Richard D. Gathagan
James J. Leitzinger* Director July 12, 1999
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James J. Leitzinger
Edward B. Reighard* Director July 12, 1999
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Edward B. Reighard
Peter F. Smith* Director July 12, 1999
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Peter F. Smith
Joseph L. Waroquier, Sr.* Director July 12, 1999
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Joseph L. Waroquier, Sr.
*By: /s/ James P. Moore
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James P. Moore
Attorney-in-Fact
II-2
EXHIBIT INDEX
No. Document
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2A Agreement and Plan of Merger between registrant and County National
Bank and The First National Bank of Spangler dated as of April
27, 1999, included in the registration statement as Appendix A to
the Prospectus/Proxy Statement.*
3A Articles of Incorporation of registrant, as amended to date.*
3B Bylaws of registrant, as amended to date.*
5A Opinion and consent of Klett Lieber Rooney & Schorling, a Professional
Corporation.
8A Opinion and consent of Reed Smith Shaw & McClay LLP.
10A Non-Qualified Deferred Compensation Plan for Outside Directors of
the registrant.*
21A Subsidiaries of the Registrant.*
23A Consent of Independent Auditors of registrant.**
23B Consent of Independent Auditors of The First National Bank of
Spangler.**
23C Consent of Klett Lieber Rooney & Schorling, a Professional
Corporation (included in Exhibit 5A).
23D Consent of Reed Smith Shaw & McClay LLP (included in Exhibit 8A).
23E Consent of Danielson Associates Inc.**
24A Power of Attorney (included on page II-4 of the initial Registration
Statement).
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*Incorporated by reference.
**Filed with the initial Registration Statement.