1
REGISTRATION NO. 333-52823
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------
CORTLAND BANCORP
(Exact name of Registrant as specified in its charter)
---------------------------------
OHIO 34-1451118
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
194 WEST MAIN STREET
CORTLAND, OHIO 44410
(330) 637-8040
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
---------------
DEBORAH L. EAZOR
CORTLAND BANCORP
194 WEST MAIN STREET
CORTLAND, OHIO 44410
(330) 637-8040
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
MICHAEL D. MARTZ, ESQ.
VORYS, SATER, SEYMOUR AND PEASE LLP
52 EAST GAY STREET
COLUMBUS, OHIO 43215
(614) 464-6451
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
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 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. [ ]
No additional securities are to be registered, and registration fees were
paid upon filing of the original Registration Statement No. 333-52823.
Therefore, no further registration fee is required.
2
CORTLAND BANCORP
194 West Main Street
Cortland, Ohio 44410
(330)637-8040
PROSPECTUS 1,000,000 COMMON SHARES
DIVIDEND REINVESTMENT PLAN
COMMON STOCK
No Par Value
Unless otherwise specified, the information in this Prospectus is set forth as
of October 1, 2000. We anticipate that changes will occur in our affairs after
that date. We have not authorized anyone to give any information or to make any
representations, other than as contained in this Prospectus, in connection with
the offer contained in this prospectus. If anyone gives you any information or
makes any representation in connection with this offer, you should not rely on
it as information that we have authorized. This Prospectus does not constitute
an offer to sell our common stock in any state or other jurisdiction where it is
unlawful to make such an offer.
In conjunction with this offer, the purchase price of the Common Stock of
Cortland Bancorp will be determined by averaging the "bid" and "ask" price for
10 business days. ADDITIONAL PRICE INFORMATION IS AVAILABLE ON PAGE 10.
The Common Stock of the Corporation offered is not the obligation of or
guaranteed or endorsed by any bank. It does not constitute a bank deposit. It is
not federally insured or protected by the U.S. Government, the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other governmental
agency. Investment in Common Stock of the Corporation, as with any investment in
Common Stock, involves investment risks, including the possible loss of
principal. ADDITIONAL RISK INFORMATION IS AVAILABLE ON PAGE 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Our Common Stock trades on the NASDAQ OTC under the symbol CLDB.
The date of this prospectus is October 1, 2000.
1
3
TABLE OF CONTENTS
RISK 3
AVAILABLE INFORMATION 3
THE CORPORATION 5
DESCRIPTION OF THE PLAN 5
Purpose 5
Advantages 6
Administration of the Plan 6
Eligibility 6
Enrollment 7
Optional Cash Contributions 7
Authorization Forms 8
Date of Record 9
Payment of Dividends by Cortland Bancorp to The Cortland
Savings and Banking Company 9
Purchase of Shares 9
Price of Shares 9
Allocation of Shares 10
Cost of Participation 10
Reports to Participants 10
Certificates Issued to Participants 10
Safekeeping of Shares 10
Stock Dividends, Stock Splits and Rights Offerings 11
Voting of Shares 11
Pledging or Selling of Shares Held in the Plan 11
Taxation of Dividends 11
Termination of Participation 12
Common Shares 12
Use of Proceeds 12
Limitation of Liability 12
Amendment of Plan 13
Governing Law 13
Experts 13
SHAREHOLDER AUTHORIZATION FORM FOR DIVIDEND REINVESTMENT 14
REQUEST FOR SAFEKEEPING 15
SHAREHOLDER AUTHORIZATION FORM FOR OPTIONAL CASH CONTRIBUTION 16
2
4
RISK
----
Management considers interest rate risk to be the Company's principal source of
market risk. Interest rate risk is measured as the impact of interest rate
changes on the Company's net interest income. The effective management of
interest rate risk seeks to limit the adverse impact of interest rate changes on
the Company's net interest margin, providing the Company with the best
opportunity for maintaining consistent earnings growth.
Certain documents that the Company has previously filed with the Securities and
Exchange Commission are incorporated by reference as part of this document. In
addition to historical information, these documents may contain forward-looking
statements that involve risks and uncertainties. Economic circumstances, the
Company's operations and actual results could differ significantly from those
discussed in any forward-looking statements. Some of the factors that could
cause or contribute to such differences are changes in the economy and interest
rates either nationally or in the Company's market area; increased competitive
pressures or changes in either the nature or composition of competitors; changes
in the legal and regulatory environment; changes in factors influencing
liquidity such as expectations regarding the rate of inflation or deflation,
currency exchange rates and other factors influencing market volatility;
unforeseen risks associated with global economic and financial factors.
AVAILABLE INFORMATION
---------------------
We are subject to the informational requirements of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder (the "Exchange
Act"). Under the Exchange Act, we must file reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC" or the
"Commission"). Copies of these reports, proxy statements and other information
can be inspected and copied at:
SEC Public Reference Room
450 Fifth Street, N. W.
Room 1024
Washington, D. C. 20549
or at the public reference facilities of the SEC's regional offices located at:
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2511
or at:
3
5
7 World Trade Center
13th Floor
New York, New York 10048-1102
You may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. You may also obtain copies of our
material by mail at prescribed rates from:
Public Reference Section
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549
Finally, you may obtain these materials electronically by accessing the
Commission's home page on the Internet at:
http://www.sec.gov
------------------
Our common stock trades on the NASDAQ OTC under the symbol CLDB. Reports and
other information concerning us should be available for inspection and copying
at:
NASDAQ National Market
1735 K. Street, N. W.
Washington, D.C. 20006-1504
This Prospectus does not contain all of the information set forth in the Form
S-3 registration statement and attached exhibits ("Registration Statement")
which we have filed with the Commission under the Securities Act and to which we
refer in this Prospectus.
The SEC allows us to "incorporate by reference" information we file with the
SEC. This means:
- Incorporated documents are considered part of this Prospectus;
and
- We can disclose important information to you by referring you to
those documents.
We incorporate by reference the documents listed below, which have been filed
with the SEC:
- Our Annual Report on Form 10-K for the year ended December 31,
1999,
- Our Quarterly Report on Form 10-Q for the quarters ended March
31, 2000 and June 30, 2000,
- Our Articles of Incorporation and
- The description of our Common Stock in our Registration Statement
on Form S-3 filed on October 28, 1993 (Registration No.
33-70882).
4
6
We also incorporate by reference all documents filed with the SEC pursuant to
section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering.
We will promptly furnish, without charge, a copy of any or all of the
information that we have incorporated by reference in this Prospectus upon your
written or oral request to:
Investor Relations Officer
The Cortland Savings and Banking Company
194 West Main Street
Cortland, Ohio 44410
(330) 637-8040
You should rely only on the information incorporated by reference or provided in
the Prospectus or any supplement. No one else is authorized to provide you with
different information. We are not making an offer of shares of our Common Stock
in any State where the offer is not permitted. You should not assume that the
information in this Prospectus or any supplement is accurate as of any date
other than the date on the front of those documents because our financial
condition and results may have changed since that date.
You may also obtain additional information about our Dividend Reinvestment Plan
(the "Plan") and its administration from the Investor Relations Officer.
THE CORPORATION: Cortland Bancorp is a financial holding company that owns one
hundred percent (100%) of the Cortland Savings and Banking Company (the "Bank").
Cortland Bancorp was incorporated under the laws of Ohio in 1984. The
Corporation's primary business is the ownership of the Bank's stock. The Bank is
a full service bank, chartered by the State of Ohio, engaged in commercial and
retail banking services.
Prior to March 13, 2000, Cortland Bancorp was a bank holding company. The Board
of Governors of the Federal Reserve approved the change to a financial holding
company on March 13, 2000 .
The address of the Corporation's principal executive office is 194 West Main
Street, Cortland, 44410 and the Corporation's telephone number is (330)
637-8040.
DESCRIPTION OF THE PLAN
PURPOSE: The Dividend Reinvestment Plan described in this Prospectus offers
persons who are record holders of Cortland Bancorp common stock an opportunity
to increase their holdings conveniently and economically by automatically
reinvesting the cash dividends received on their common shares. The Cortland
Savings and Banking
5
7
Company, as Transfer Agent, will use your dividends to purchase whole and
fractional shares of common stock and will credit them to your account. The
Corporation, at its discretion, may use treasury shares or authorized but
unissued shares to complete purchases under the Plan. Shares of common stock
purchased under the Plan from treasury or authorized but unissued shares will
provide the Corporation with additional funds for general corporate purposes.
The Board of Directors can vote to limit or suspend the Plan at any time.
ADVANTAGES: There are no service charges for purchases of shares under the Plan.
All dividends are invested because the Plan allows fractional as well as full
common shares to be credited to the account. A statement will be mailed to each
participant following the payment of a dividend.
This Plan does not promise or guarantee the declaration and distribution of any
future dividends by the Corporation.
ADMINISTRATION OF THE PLAN: The Cortland Savings and Banking Company, a bank
organized under the laws of the State of Ohio and a wholly owned subsidiary of
Cortland Bancorp, will administer the Plan.
From time to time, Cortland Bancorp may appoint independent agents to execute
purchases of Common Stock on behalf of the Plan. The agents will be registered
broker-dealers. They will not be affiliates of Cortland Bancorp or The Cortland
Savings and Banking Company. Neither Cortland Bancorp nor the Cortland Savings
and Banking Company will have control over when, or at what prices, the agents
may purchase the common stock of Cortland Bancorp. Shares purchased by the
agents for the Plan are held as treasury shares on the books of Cortland
Bancorp.
The Cortland Savings and Banking Company will keep records, maintain accounts,
provide statements of account, distribute share certificates and perform all
other duties relating to administration of the Plan.
ELIGIBILITY: In general, all shareholders of record are eligible to participate
in the Plan. A holder of record is a person who owns shares of our Common Stock
registered in his or her name on our records. A shareholder whose stock is
registered in the name of another person, such as a broker or nominee, and who
wishes to participate in the Plan must either make appropriate arrangements for
that person to participate on behalf of the shareholder or become a holder of
record by having his or her shares transferred to his or her own name.
Cortland Bancorp has determined that compliance with the laws and/or regulations
of certain States is prohibitively expensive. As a result, the Plan may not be
available to shareholders residing in certain States or to shareholders
unwilling to certify his or her
6
8
State of residence. All participating shareholders must agree to notify Cortland
Bancorp of any change of residence.
ENROLLMENT: To enroll in the Plan, all registered owners of the common shares
must sign the SHAREOWNER AUTHORIZATION FORM. If you choose to
participate in the Plan, all of your dividends must be reinvested.
A shareholder whose stock is registered in the name of another person, such as a
broker or nominee, and who wishes to participate in the Plan must either make
appropriate arrangements for that person to participate on behalf of the
shareholder or become a holder of record by having his or her shares transferred
to his or her own name.
In order for your dividends to be reinvested, your SHAREHOLDER AUTHORIZATION
FORM must be received by the date of record. The date of record is determined by
The Board of Directors and is normally several weeks prior to the dividend
payment date. If your authorization form is received after the date of record,
the current dividend will be paid to you by check or direct deposit and your
participation in the Plan will begin with the next dividend.
We do, however, reserve the right to delay participation in the Plan if we are
doing so to ensure compliance with state securities laws.
In addition, The Board of Directors of Cortland Bancorp may suspend the Plan as
long as the participants are given 30 days notice of the suspension. They may
also reinstate the Plan with 30 days notice.
OPTIONAL CASH CONTRIBUTIONS: The Board of Directors of Cortland Bancorp may,
from time to time, accept Optional Cash Contributions to purchase additional
Common Shares of Cortland Bancorp in accordance with the Plan. If the
participants will be eligible to make an Optional Cash Contribution, they will
be notified by mail 30 days before the Bank begins accepting the contributions.
The minimum and maximum dollar amount for the period will be defined in the
notice. The Optional Cash Contribution period, including the first and last day
that the Bank will accept the contributions, will also be explained in detail in
the notice. No interest will be paid on cash contributions before they are
invested. Although Optional Cash Contributions may be accepted and credited to
your account prior to the date of record, the shares will not be purchased until
the dividend pay date. Therefore, the shares purchased with Optional Cash
Contributions will not receive the current dividend. Shares purchased will be
held on account and future dividends will be reinvested.
Participants have no obligation to make Optional Cash Contributions. Optional
Cash Contributions will be returned if a written request is received five
business days prior to the dividend pay date. Optional Cash Contributions
received later than five business days prior to the dividend pay date may be
returned at the option of the Corporation.
7
9
The shares purchased through the Optional Cash Contribution portion of the Plan
will be reported to participants on the Statement of Account. Statements of
Account are mailed so that they reach the participants as close to the dividend
pay date as possible. Since the Company has no control over the mail, the date
of receipt is not guaranteed.
If you have received a notification that The Board of Directors of Cortland
Bancorp has authorized the purchase of Common Shares through the Optional Cash
Contribution portion of the Dividend Reinvestment Plan, and you would like to
make an Optional Cash Contribution, please enclose a check or money order with a
completed form granting SHAREHOLDER AUTHORIZATION FOR OPTIONAL CASH
CONTRIBUTION. Both should be mailed to the Investor Relations Department,
Cortland Savings and Banking Company, P.O. Box 98, Cortland, Ohio, 44410.
Notice will only be sent if Optional Cash Contributions are being accepted. If
you do not receive a notice, Optional Cash Contributions will not be accepted.
AUTHORIZATION FORMS: The SHAREHOLDER AUTHORIZATION FORM FOR DIVIDEND
REINVESTMENT authorizes the Bank to invest the shareholder's cash dividends in
shares of Common Stock. Dividends are paid on whole and fractional shares and
will be used to purchase both whole and fractional shares.
As long as THE SHAREHOLDER AUTHORIZATION FORM FOR DIVIDEND REINVESTMENT is
received by the Date of Record, dividend reinvestment will begin on the dividend
pay date immediately following receipt. If THE SHAREHOLDER AUTHORIZATION FORM
FOR DIVIDEND REINVESTMENT is not received by the Date of Record, dividends paid
on the dividend pay date immediately following receipt will be paid by check or
direct deposit, and dividend reinvestment will begin with the next dividend.
If your shares are currently held in a brokerage account, before you can
complete THE SHAREHOLDER AUTHORIZATION FORM FOR DIVIDEND REINVESTMENT, you must
request that the broker issue the shares to you.
THE SHAREHOLDER AUTHORIZATION FORM FOR OPTIONAL CASH CONTRIBUTION authorizes the
Bank to invest the funds, presented with the form, in additional shares of
Common Stock. The funds will be used to purchase both whole and fractional
shares.
All shares purchased in accordance with the Plan will be held and reported to
the shareholder on the Statement of Account.
A REQUEST FOR SAFEKEEPING and your certificated shares will authorize the bank
to hold your shares. Participation in the Plan is not a requirement for
safekeeping of shares. The bank reserves the right to charge a reasonable fee,
determined by management, for the safekeeping of shares.
8
10
DATE OF RECORD: The Date of Record for determining shareholders entitled to
receive dividends on the Common Stock is established by Cortland Bancorp's Board
of Directors each dividend period. The Dates of Record are usually in the months
of March, June, September and December. However, the Dates of Record may vary,
and months other than March, June, September and December may be selected. In
order to minimize the possibility of missing the Date of Record, it is suggested
that THE SHAREHOLDER AUTHORIZATION FORM FOR DIVIDEND REINVESTMENT be delivered
to the Bank by the first of March, June, September or December.
PAYMENT OF DIVIDENDS BY CORTLAND BANCORP TO THE CORTLAND SAVINGS AND BANKING
COMPANY: On or before the date of dividend distribution established by the Board
of Directors of Cortland Bancorp, the Corporation will pay to Cortland Savings
and Banking Company, as Plan Administrator, all dividends on whole and
fractional shares held by participants in the Plan on the Date of Record.
PURCHASE OF SHARES: The Shares of Common Stock purchased through dividend
reinvestment will be acquired directly from the Cortland Bancorp. The shares may
be either authorized but previously unissued shares or shares held in Cortland
Bancorp's treasury or a combination of both.
Cortland Bancorp's treasury shares are typically shares acquired through stock
repurchase programs. Such shares will be purchased through selected brokers
acting as agents independent of Cortland Bancorp and Cortland Savings and
Banking Company.
PRICE OF SHARES: The purchase price of the Common Stock of Cortland Bancorp will
be determined by averaging the "bid" and "ask" price for 10 business days. The
calculation period will begin 20 business days before the dividend pay date and
end 10 business days before the dividend pay date.
EXAMPLE:
Dividend Pay Date - January 2, 2001
Average "bid" and "ask":
December 1, 2000 through December 15, 2000
The average "bid" and "ask" price will be provided by one of the major stock
quoting Internet Sites such as www.bloomberg.com, www.yahoo.com or www.msn.com.
If there is not a "bid" and/or "ask" during the above described period, we will
use the weighted average share price of all shares traded beginning the first
business day after the last dividend pay date and ending 10 business days before
the current dividend pay date.
9
11
ALLOCATION OF SHARES: Shares of the Corporation's Common Stock purchased with
reinvested dividends or optional cash contributions will be credited to the
participant's account on the dividend pay date. Your account will be credited
with shares, including fractions computed to three decimal places, equal to your
cash dividend and optional cash contribution divided by the Plan's purchase
price, also computed to three decimal places.
COST OF PARTICIPATION: Presently, there are no service charges to participants
for purchases through the Plan. The Corporation reserves the right to assess and
charge in the future, but will not do so without providing participants at least
30 days advance notice.
REPORTS TO PARTICIPANTS: Each participant will receive a statement of account on
or reasonably near the dividend pay date. The statement will include the
dividends paid (per share and cumulative); the date of record and the pay date;
purchase price per share; record date of shares on which the dividends were
calculated; and total shares held both before and after the dividend period.
These statements should be kept for income tax purposes. Participants will
receive IRS Forms necessary for reporting dividend income received.
Each participant will also receive a current Prospectus and notice of any Plan
amendments. Shareholders participating in dividend reinvestment will receive all
communications including an annual report, notice of annual meeting, proxy
statement and any quarterly or special reports and notices.
CERTIFICATES ISSUED TO PARTICIPANTS: THE BANK, AS PLAN ADMINISTRATOR, WILL HOLD
ALL SHARES PURCHASED THROUGH THE PLAN. Shareholders participating in the Plan
will receive a Statement of Account detailing their holdings. If at any time a
shareholder would like a certificate for all or a portion of the whole shares
held in the Plan, they must submit a written request and payment in the amount
of $20.00 per certificate. This fee is determined by management and may be
changed. We will, however, transfer shares from one Plan account to another Plan
account at no cost to either participant.
Upon termination of participation in the Plan, a certificate for all whole
shares will be issued. Fractional shares will be liquidated and paid by check.
The per share price used to liquidate fractional shares will be the most recent
dividend reinvestment price. Shareholders will not be charged for the issuance
of a certificate as a result of Plan termination. Once a shareholder has
terminated participation in the Plan and a certificate has been issued, they may
not reenter the Plan for one year.
SAFEKEEPING OF SHARES: The bank will provide safekeeping of share certificates,
as an option, to all shareholders. To have share certificates held in
safekeeping, a participant must complete a REQUEST FOR SAFEKEEPING and return
with the shareholder's certificates and payment to:
10
12
Investor Relations Officer
Cortland Savings and Banking Company
194 West Main Street
Cortland, Ohio 44410
STOCK DIVIDENDS, STOCK SPLITS AND RIGHTS OFFERINGS: Any stock dividends or stock
splits of Cortland Bancorp stock, whether held in the participant's account or
by the participant in certificate form, will be credited to the participant's
account. Participation in any rights offering will be based upon both the shares
registered in Participants' names and the shares (including fractional
interests) credited to participants' Plan accounts.
VOTING OF SHARES: In connection with any matter requiring the vote of Cortland
Bancorp shareholders, Plan participants will receive proxy ballots allowing them
to vote all of their Common Shares, whether held in certificate form or in the
Plan, including fractions of a Common Share.
PLEDGING OR SELLING OF SHARES HELD IN THE PLAN: A participant who wishes to
pledge or sell shares held in his or her account must request the withdrawal of
such shares, and pay the fee required to certificate the shares.
TAXATION OF DIVIDENDS: The reinvestment of dividends does not relieve the
participant of any taxes which may be payable on such dividends. For federal
income tax purposes, a participant will be treated as having received the cash
dividend and subsequently having applied the dividend toward the purchase of
shares in accordance with the Plan.
The tax basis of the shares acquired under the Plan will be the actual purchase
price. The issuance of a certificate for the whole shares held in the Plan is
not a taxable event. However, a participant who as a result of Plan termination
receives a cash payment for a fractional share, may realize a gain or loss. This
information, in addition to the dividends paid, will be reported to the Internal
Revenue Service and to the participant.
If a participant is subject to backup withholding, the Bank will apply the
dividend, after the tax required to be withheld has been subtracted, towards the
purchase of Common Shares. The amount of tax withheld, dividends received and
cash resulting from fractional share liquidation will be reported to the
Internal Revenue Service as well as to the participant.
We do not intend this discussion to be a complete explanation of all of the
federal income tax consequences of participating in the Plan. If you participate
in the Plan, you should consult your personal tax advisor to determine the
Plan's particular tax consequences to you, including the application and effect
of state and local taxes, and any changes in the tax laws from the date of this
Prospectus.
11
13
TERMINATION OF PARTICIPATION: A participant may terminate participation in the
Plan at any time by issuing written instructions to that effect to:
Investor Relations Officer
The Cortland Savings and Banking Company
194 West Main Street
Cortland, Ohio 44410
(330) 637-8040
If your notice of termination is received less than 10 business days prior to a
cash dividend pay date, that cash dividend will be reinvested. Your account will
then be terminated, and all subsequent cash dividends will be paid to you by
check. If your written notice of termination is received more than 10 days prior
to a cash dividend pay date, reinvestment of dividends will be terminated within
three days of receipt of notice. Following termination, the Bank will send to
the participant a certificate for all whole shares in the participant's account.
Fractional shares credited to the terminated account will be paid by check. The
per share price for the fractional liquidation will be the price paid for shares
in the Plan on the most recent dividend pay date.
There presently is no charge for Plan termination but once participation has
been terminated, the participant may not reenter the Plan for one full year. If
the Corporation ever decides to initiate any such charges, participants will be
provided with a minimum of 30 days advance notice.
The Board of Directors of Cortland Bancorp may suspend or reinstate the Plan at
any time with 30 days written notice to participants.
COMMON SHARES: The Corporation is authorized to issue 20,000,000 Common Shares.
The shares do not have any par value. On September 15, 2000 there were 3,774,654
shares issued and 3,686,127 shares outstanding.
USE OF PROCEEDS: The Company cannot estimate the number of Common Shares that
will be purchased through the Plan nor can we estimate the price at which the
Common Shares will be offered.
The proceeds from the sale of the Common Shares will be used for general
corporate purposes.
LIMITATION OF LIABILITY: Neither Cortland Bancorp nor Cortland Savings and
Banking Company shall have any responsibility beyond the exercise of ordinary
care for any action taken or omitted pursuant to this Agreement; nor shall they
have any duties,
12
14
responsibilities, or liabilities except those expressly set forth herein; they
shall not be liable for any act done in good faith or for any good faith
omission to act.
Our Articles of Incorporation, as well as the Statutes of the State of Ohio,
contain provisions providing for the indemnification of our directors and
officers against certain liabilities, including liabilities arising under the
Securities Act of 1933, as amended. To the extent that indemnification for
liabilities arising under the Securities Act may be permitted to our directors,
officers and controlling persons, we have been informed that, in the opinion of
the Securities and Exchange Commission, that indemnification is against public
policy as expressed in the securities Act and is, therefore, unenforceable.
AMENDMENT OF PLAN: This Agreement may be amended, supplemented or terminated by
Cortland Bancorp or the Cortland Savings and Banking Company at any time by
delivery of written notice to each participant at least 30 days prior to the
effective date of the amendment, supplement, or termination. Any amendment or
supplement shall be deemed to be accepted by the participant unless, prior to
its effective date, Cortland Savings and Banking Company receives written notice
of termination of the participant's account.
GOVERNING LAW: The Authorization Form signed by the participant and the
participant's account shall be governed by and construed in accordance with the
laws of the State of Ohio and the Rules of the Securities and Exchange
Commission. This agreement cannot be changed orally.
EXPERTS: The consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 1999, which have been incorporated by
reference into this Prospectus, have been audited by Packer Thomas, independent
accountants, as stated in their report included in the Annual Report, and have
been incorporated by reference in reliance upon such report given upon the
authority of that firm as experts in accounting and auditing.
Documents that we have not yet filed and that we have incorporated by reference
into this prospectus will include financial statements, related schedules (if
required) and auditors' reports. Those financial statements and schedules will
have been audited to the extent and for the periods set forth in those reports
by the firm or firms rendering the reports and, to the extent so audited and for
which consent to incorporation by reference is given, will be incorporated by
reference in reliance upon those reports given upon the authority of the firm or
firms as experts in accounting and auditing.
13
15
CORTLAND BANCORP.
SHAREHOLDER AUTHORIZATION FORM FOR DIVIDEND REINVESTMENT
(For current shareholders only.)
I would like to reinvest cash dividends paid on ALL of the shares of Common
Stock of record held by me or credited to me under the Plan, for the purchase of
additional shares of Common Stock.
I confirm that I am the record holder of all of the shares of Cortland Bancorp
Common Stock for which this authorization is made and that my principal
residence is in the state shown below. I will promptly notify the Administrator
if my state of residence changes.
I understand that I may revoke this authorization by notifying the Administrator
in writing of my desire to terminate my participation.
------------------------------------------
Shareholder Name (print)
------------------------------------------
Joint Shareholder Name (print)
------------------------------------------
Address
------------------------------------------
City, State and Zip Code
-------------------------------------------
Shareholder Signature
-------------------------------------------
Joint Shareholder Signature
-------------------------------------------
Date
14
16
CORTLAND BANCORP.
REQUEST FOR SAFEKEEPING
I request and instruct The Cortland Savings and Banking Company to safe keep the
stock certificate(s), which are submitted with this Authorization Form.
A Request For Safekeeping does not automatically enroll the participant in the
Dividend Reinvestment Plan. Unless a Shareholder Authorization Form for Dividend
Reinvestment is completed, dividends will be paid by check.
------------------------------------------
Shareholder Name (print)
------------------------------------------
Joint Shareholder Name (print)
------------------------------------------
Address
------------------------------------------
City, State and Zip Code
-------------------------------------------
Shareholder Signature
-------------------------------------------
Joint Shareholder Signature
-------------------------------------------
Date
The stock certificates submitted are as follows:
Certificate Number Number of Shares
------------------ ----------------
- ----------------------------- -----------------------------
- ----------------------------- -----------------------------
- ----------------------------- -----------------------------
- ----------------------------- -----------------------------
15
17
CORTLAND BANCORP.
SHAREOWNER AUTHORIZATION FORM FOR OPTIONAL CASH CONTRIBUTION
If you are eligible to make an Optional Cash Contribution, you will be notified
by mail 30 days before the Bank begins accepting the contributions. The minimum
and maximum dollar amount will be defined in the notice. The dates on which we
will accept the contributions will be explained in detail in the notice. No
interest will be paid on any contribution before the funds are invested. The
shares will not be purchased until the dividend pay date and, therefore, will
not receive the current dividend. Shares purchased will be held on account and
future dividends will be reinvested.
The undersigned shareholder represents that he/she is the legal owner of certain
shares of Common Stock of Cortland Bancorp registered in his/her name on the
books of the corporation, and authorizes Cortland Savings and Banking Company to
invest the contributed optional cash amount into participating shares of the
Dividend Reinvestment Plan.
DOLLAR AMOUNT OF OPTIONAL CASH CONTRIBUTION $ _______________
------------------------------------------
Shareholder Name (print)
------------------------------------------
Joint Shareholder Name (print)
------------------------------------------
Address
------------------------------------------
City, State and Zip Code
-------------------------------------------
Shareholder Signature
-------------------------------------------
Joint Shareholder Signature
-------------------------------------------
Date
Please mail this form and your check to Cortland Savings and Banking Company,
Investor Relations Department, 194 West Main Street, Cortland, Ohio, 44410,
prior to the final date specified in the notice of Optional Cash Contribution.
16
18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
The Exhibits filed pursuant to this Item in relation to this
Amendment immediately follow the Exhibit Index.
17
19
EXHIBIT
NUMBER EXHIBIT LOCATION
------ ------- --------
23 Consent of Packer Thomas Included herewith
24 Powers of Attorney Incorporated herein by reference
to Registrant's Registration
Statement on Form S-3 filed on
May 15, 1998 (Registration
No. 33-52823), Exhibit 24
18
20
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 Post-Effective Amendment No. 1 to 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 Cortland, State of
Ohio, on October 10, 2000.
CORTLAND BANCORP
By:/s/Rodger W. Platt
-------------------
Rodger W. Platt
Chairman of the Board and 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 on the date indicated.
Signature Title Date
- --------- ----- ----
/s/Rodger W. Platt Chairman of the Board, October 10, 2000
- ------------------ Principal Executive Officer
Rodger W. Platt
Lawrence A. Fantauzzi Principal Financial Officer
Controller *
David C. Cole* Director *
George C. Gessner* Director *
William A. Hagood* Director *
James E. Hoffman, III* Director *
Richard L. Hoover* Director *
K. Ray Mahan* Director *
Timothy K. Woofter* Director *
By: */s/ Rodger W. Platt
- ------------------------
Rodger W. Platt,
Attorney-in-Fact
Date: October 10, 2000
19