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As filed with the Securities and Exchange Commission on October 3, 2001.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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FARMERS NATIONAL BANC CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-1371693
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION
NUMBER)
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20 SOUTH BROAD STREET
CANFIELD, OH 44406
(330)533-3341
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
FRANK L. PADEN IT IS REQUESTED THAT COPIES OF
PRESIDENT AND SECRETARY COMMUNICATIONS BE SENT TO:
FARMERS NATIONAL BANC CORP. CHARLES D. NIEHAUS
20 SOUTH BROAD STREET COOPER & WALINSKI, LPA
CANFIELD, OH 44406 5630 N. MAIN STREET
(330)533-3341 SYLVANIA, OH 43560
(419)882-0594
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
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, please 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
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Proposed Proposed
Amount Maximum Maximum
to be Offering Price Aggregate Amount of
Title of each Class of Registered (1) Per Share (2) Offering Price (2) Registration Fee
Securities to be Registered
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Common Stock, $0.00 par value 750,000 shares $10.14 $7,605,000 $1901.25
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(1) The shares registered on this form are in addition to the shares
previously registered.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 (c) under based on the average of
the bid and asked price of the Common Stock as of October 2, 2001.
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PROSPECTUS
750,000 SHARES
FARMERS NATIONAL BANC CORP.
COMMON STOCK
(NO PAR VALUE)
AMENDED DIVIDEND REINVESTMENT PLAN
The Amended Dividend Reinvestment Plan (the "Plan") of Farmers National
Banc Corp. (the "Corporation") provides a convenient and economical way for the
Corporation's shareholders to purchase additional shares of the Corporation's no
par value Common Stock (the "Common Stock").
Under the Plan, shares of the Corporation will be purchased using
dividend proceeds. The Shares will be purchased in the open market (if
available) and directly from the Corporation. The purchase price of the Common
Stock purchased from the Corporation will be the weighted average purchase price
reported in the market of the Corporation's shares during the twenty calendar
days prior to the Dividend Record Date. The purchase price for shares of Common
Stock purchased in the open market will be the cost (including brokerage
commissions) to the Agent of such purchases. The purchase price per share to all
participants will be based upon the weighted average of the prices of all shares
purchased.
As of the date of this Prospectus, there is no established public
trading market for the Common Stock of the Corporation. Shares of the
Corporation's Common Stock are not traded on any national or regional exchange.
Shares are traded through a number of brokerage firms and are reported through
the NASDAQ pink sheets.
Farmers National Bank of Canfield (the "Bank"), a wholly-owned
subsidiary of the Company, has been designated as the Administrator of the Plan.
This Prospectus relates to 750,000 shares of no par value Common Stock
of the Corporation registered for purchase under the Plan. It is suggested that
this Prospectus be retained for future reference.
THE COMMON STOCK OF THE CORPORATION OFFERED HEREBY 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.
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.
THE DATE OF THIS PROSPECTUS IS OCTOBER 3, 2001
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THE CORPORATION
The Corporation is a one-bank holding company registered under the Bank
Holding Company Act of 1956, as amended. The only subsidiary is The Farmers
National Bank of Canfield (the "Bank"), which was acquired on March 31, 1983.
The Corporation and its subsidiary operate in one industry, domestic banking.
The Corporation conducts no business activities except for investment in
securities permitted under the Bank Holding Company Act. Bank holding companies
are permitted under Regulation Y of the Board of Governors of the Federal
Reserve System to engage in other activities such as leasing and mortgage
banking.
The executive office of the Corporation is located at 20 South Broad
Street, P.O. Box 555, Canfield, Ohio, 44406 (Telephone (330) 533-3341).
The Amended Dividend Reinvestment Plan (the "Plan") of Farmers National
Banc Corp. (the "Corporation") is set forth below in its entirety:
DESCRIPTION OF THE PLAN
Purpose
The purpose of the Plan is to provide record holders of the
Corporation's Common Stock with a convenient and economical method of purchasing
additional shares of Common Stock by automatically reinvesting the cash
dividends received on their shares of Common Stock. The Plan also provides, with
discretion and approval of the Board of Directors, to permit shareholders of
record who become participants in the Plan to make optional cash payments of a
maximum of $1,000 per calendar quarter for investment in Common Stock. Shares of
Common Stock to be purchased under the Plan may be made available by the
Corporation from treasury shares, authorized but unissued shares or may be
purchased for participants in the open market, at the Corporation's option. See
"Purchase of Shares." Shares of Common Stock purchased from the Corporation's
treasury shares or 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.
The Board of Directors can limit or suspend the Plan at any time, in its
discretion.
Advantages of the Plan
During implementation of the Plan, at the Board's discretion,
shareholders of record who enroll in the Plan will have all cash dividends on
their shares of Common Stock automatically reinvested in shares of Common Stock.
The price of all shares of Common Stock purchased under the Plan will be based
on the market value of the shares. Participants in the Plan will not incur any
brokerage commissions, fees or service charges in connection with purchases of
shares from the Corporation under the Plan. Participants in the Plan will incur
brokerage commission, fees or service charges in connection with purchase of
shares on the open market under the plan. The Plan permits cash dividends to be
fully invested because fractions of shares, as well as full shares, of Common
Stock are credited to participants' accounts under the plan. In addition, cash
dividends paid on whole shares, and any fraction of a share, of Common Stock
credited to a participant's account are reinvested in the same manner.
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Participants in the Plan may have the opportunity to make optional cash
payments to the Plan, up to a maximum of $1,000 per calendar quarter, to be
invested in shares of Common Stock in the same manner as reinvested dividends.
The Board of Directors may further limit such cash payments on a per investor or
pro-rata per share basis. See "Supplemental Investments."
Shareholders 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.
Administration of the Plan
The Corporation will appoint an independent agent from time to time
(the "Agent"), to execute purchases and sales of Common Stock on behalf of the
Plan and its participants. The Agent will be a registered broker-dealer or bank
as defined in Section 3(a) (5) of the Securities Exchange Act of 1934. The Agent
will not be an affiliate of the Corporation, and neither the Corporation nor any
affiliate of the Corporation will exercise any direct or indirect control or
influence over the times when or the prices at which, the Agent may purchase the
Corporation's Common Stock for the Plan, the amount of Common Stock to be
purchased, or the manner in which the Common Stock is to be purchased. The
Farmers National Bank of Canfield, a banking corporation organized under the
laws of the United States and a wholly-owned subsidiary of the Corporation will
administer the Plan for participants, keep records, send statements of account
to Participants and perform other clerical and ministerial duties relating to
the plan. Shares of Common Stock purchased under the Plan are registered in the
name of the Bank or its nominee, as custodian and credited to participants'
accounts under the Plan.
Although shares purchased under the Plan are registered in the name of
the Bank or its nominee, shareholders will continue to hold their current shares
in their own names and should not transfer any shares to the Bank.
Eligibility
All record holders of shares of Common Stock are eligible to
participate in the Plan, except as described in this section. The Corporation
reserves the right to deny participation in the Plan to any shareholder who
resides in a jurisdiction having laws or regulations that impose conditions upon
the Plan which are unacceptable to the Corporation, or who fails to provide
documentation acceptable to the Corporation of his or her state or country (if
other than the United States) of residence. Consequently, the Plan may not be
available to shareholders who live in certain states or in countries other than
the United States. A shareholder of record who wishes to participate in the Plan
must certify his or her state or country of residence in the Authorization Form
accompanying this Prospectus and agree to notify the Bank if such state or
country of residence changes. Upon receipt of the Authorization Form, the Bank
will notify the shareholder within a reasonable time if the Plan is not
available in the state or country in which the shareholder resides.
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Entry Into the Plan
A holder of record of shares of Common stock may enroll in the Plan at
any time by completing and signing the enclosed Authorization Form and returning
it to the Bank. Once enrolled in the Plan, a participant will continue to be
enrolled without further action, unless the participant moves to a state or
country in which the Plan is not available or gives written notice to the Bank
that the participant wishes to withdraw from participation. See "Withdrawal from
the Plan."
Authorization Form
The Authorization Form authorizes the Bank to receive (or pay over to
the Agent if shares will be purchased in the open market) the participating
shareholder's cash dividends on all or a portion of shares of Common Stock
registered in the participant's name and the shares credited to the
participant's account under the Plan, and directs the Bank (or Agent if shares
will be purchased in the open market) to invest such dividends in shares of
Common Stock under the Plan.
A participant may elect to reinvest cash dividends paid on all or a
portion of the shares of Common Stock held of record by the participant in the
Plan or credited to the participant's account under the Plan, by designating the
participant's election on the Authorization Form. Participants electing partial
reinvestment of cash dividends must designate the number of whole shares for
which they want to receive cash dividends. Dividends paid on all other shares
held of record by the participant and all shares credited to the participant's
account under the Plan will be reinvested in additional shares of Common Stock.
Reinvestment levels may be changed from time to time as a participant
desires by submitting a new Authorization Form to the Bank. To be effective with
respect to a particular Dividend Record Date, any such change must be received
by the Bank before such Dividend Record Date.
If a participant specifies full reinvestment, cash dividends paid on
shares of Common Stock held of record by the participant in the Plan and all
shares credited to the participant's account under the Plan will be reinvested
in additional shares of Common Stock. If a participant specifies partial
reinvestment, that portion of such dividend payment not being reinvested will be
sent to the participant by check or direct deposit in the usual manner.
A beneficial owner of shares of Common Stock whose shares are
registered in the name of a bank, broker or nominee and who wishes to
participate in the Plan must become a shareholder of record by having the shares
transferred into his or her own name.
Commencement of Dividend Reinvestment
Record dates for determining the record holders of Common Stock
entitled to receive cash dividends declared on the Common Stock ("Dividend
Record Dates") are chosen from time to time by the Corporation's Board of
Directors and are customarily in the months of March, June, September and
December of each year (the "Dividend Months") . If a shareholder's Authorization
Form is received by the Bank before a Dividend Record Date, the reinvestment of
the
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shareholder's dividends will commence with the payment of that dividend
("Dividend Payment Date"). If the Authorization Form is received by the Bank on
or after such Dividend Record Date, the reinvestment of dividends will not start
until the next Dividend Payment Date. Dividend Record Dates will vary from time
to time, and may be chosen in months other than March, June, September and
December. A shareholder can minimize the possibility of missing a desired entry
date by delivering an Authorization Form to the Bank before the first day of a
Dividend Month in which the shareholder desires to commence participation in the
Plan.
Supplemental Investments
Participants in the Plan may invest in shares of Common stock under the
Plan by making optional cash payments ("Supplemental Investments"). The Board of
Directors may limit the aggregate amount of Supplemental Investments as well as
individual Supplemental Investments. Such limits will be established with notice
provided to participants prior to a Dividend Record Date. A participant's
Supplemental Investments may not however exceed $1,000 per calendar quarter (any
three-month period ending March 31, June 30, September 30 or December 31).
Supplemental Investments must be received by the Bank no later than
three business days prior to a Dividend Record Date to be invested on the
Dividend Payment Date. Otherwise, the Supplemental Investment will be held by
the Bank and invested on the next Dividend Payment Date. See "Purchase of
Shares." Shares of Common Stock purchased with Supplemental Investments will be
held, and the dividends from such shares will be reinvested, in the same manner
as all other shares purchased through the Plan.
A shareholder may make an initial Supplemental Investment by enclosing
a check or money order with the Authorization Form when enrolling. Thereafter,
Supplemental Investments may be made by forwarding a check or money order to the
Bank together with a payment form which will accompany each statement of
account. All checks and money orders for Supplemental Investments should be made
payable to "Farmers National Bank of Canfield, Administrator for the Farmers
National Banc Corp. Dividend Reinvestment Plan." Participants in the Plan have
no obligation to make Supplemental Investments, and may cease or resume making
Supplemental Investments at any time.
NO INTEREST WILL BE PAID ON AMOUNTS HELD PENDING SUPPLEMENTAL
INVESTMENTS. Investors should transmit Supplemental Investments so as to reach
the Bank shortly (but not less than three business days) before a Dividend
Record Date.
Supplemental Investments received by the Bank will be transmitted to a
segregated escrow account for the benefit of the participants. The escrow
account will not be subject to any liens, any creditor claims, any bankruptcy
proceedings if the Corporation files for bankruptcy, or any other claims against
the Corporation. Supplemental Investment will be transmitted to the escrow
account by the opening of business on the next business day if the funds are
received before noon, and by noon of the next business day if the funds are
received after noon.
If shares of Common Stock are not purchased within 30 days of the
Dividend Payment Date, the Bank will mail to each participant a check in the
amount of any such unapplied Supplemental Investments, without interest.
See "Purchase of Shares."
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Any Supplemental Investment will be refunded if a written request for a
refund is received by the Bank no later than 48 hours prior to the Dividend
Payment Date on which the Supplemental Investment would otherwise be invested.
However, no refund of a check or money order will be made until the funds have
been actually received by the Bank. Accordingly, such refunds may be delayed
several weeks from the original date of the request.
The Corporation, by its Board of Directors and from time to time, may
limit the total cash contributions to or discontinue the Supplemental Investment
Option under the Plan. Each participant will receive a notice from the
Corporation when and if the Board of Directors determines to limit or
discontinue the Supplemental Investment Option. Supplemental Investments
received by the Bank which are not applied due to a limitation or discontinuance
of the Supplemental Investment Option will be returned to each participant in
the same manner as if no shares of Common Stock were purchased.
Payment for Dividends by the Corporation to the Bank
As and when dividends are paid on the Common Stock, the Corporation
will promptly pay to the Bank all dividends payable in respect of all shares of
Common stock held of record by participants in the Plan and all shares credited
to participants' accounts under the Plan, subject to any applicable tax
withholding requirements. See "Federal Income Tax Consequences."
Purchase of Shares
Shares of Common Stock purchased under the Plan by Participants will be
acquired either directly from the Corporation, in which event the shares will be
either authorized but unissued shares or shares held in the Corporation's
treasury ("Additional Shares"), or on the open market, or by a combination of
the foregoing at the option of the Corporation.
For purchases made in the open market, on each Dividend Payment Date,
the Bank will pay over to the agent the dividend received in accordance with
"Payment for Dividends by the Corporation to the Bank" above, together with all
Supplemental Investments received at least three business days before the
Dividend Record Date. See "Payment for Dividends by the Corporation to the Bank"
and "Supplemental Investments." The Agent will use these funds to purchase
shares of Common Stock on that Dividend Payment Date or as promptly as
practicable thereafter, but in no event not more than thirty (30) days after the
payment date.
The Corporation's intent is to purchase Shares in the open market, if
possible, and to supplement such purchases, if necessary, with purchases
directly from the Corporation. Notwithstanding the foregoing, the Corporation
may not change its intention to purchase in the open market more than once in
any three-month period. In addition, the Corporation may not change such
determination unless the Corporation's Board of Directors or Chief Financial
Officer documents that the Corporation's need to raise additional capital has
changed, or that there is another valid reason for such change.
If at any time the Corporation determines not to make Additional Shares
available for purchase under the Plan and the Agent is unable to purchase shares
of Common Stock in the open market neither the Corporation nor the Bank shall
have any liability to any participant arising out
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of the inability to make purchases at such time. Notwithstanding the foregoing,
if shares of Common Stock are not purchased within 30 days after a Dividend
Payment Date, the Bank will mail to each participant a check in the amount of
any such unapplied cash dividends and Supplemental Investments, without
interest.
Price of Shares
The purchase price of the Common Stock purchased from the Corporation
will be the weighted average purchase price of the Corporation's shares in
trades effected during the twenty calendar days prior to the Dividend Record
Date. (A "weighted average" purchase price takes into account the number of
shares purchased at a particular price.) In the event that there have been no
trades effected during such period of time, the purchase price of the Common
Stock purchased from the Corporation will be the weighted average purchase price
used in the most recent purchase of shares from the Corporation under the Plan.
Open market purchases will be made as soon as possible after the applicable
Dividend Payment Date, but not more than 30 days after such date. The purchase
price for shares of Common Stock purchased in the open market will be the cost
(including brokerage commissions) to the Agent of such purchases. The purchase
price per share to all participants will be based upon the weighted average of
the prices of all shares purchased.
Allocation of Shares
Shares of Common Stock purchased with reinvested dividends and
Supplemental Investments will be allocated by the Bank among the computerized
accounts of all participants in the Plan. The number of shares that will be
allocated to a participant's account following any Dividend Payment Date will
depend on the amount of the participant's dividends and Supplemental Investments
(if any) available for investment on such date and the purchase price of the
shares. Each participant's account will be credited with a number of shares
(including fractions computed to four decimal places) equal to the total funds
to be invested for the participant, divided by the applicable purchase price
(also computed to four decimal places).
Costs of Participation
There will be no brokerage commissions or service charges to
participants for purchases under the Plan when shares are purchased from the
Corporation. Participants will be charged the actual cost (including brokerage
commission) for Common Stock purchased on the open market. Open market purchases
must be made as soon as practicable on or after the Dividend Payment Date but in
no circumstances more than 30 days after such date. The purchase price to the
participants for shares purchased in the open market will be the cost (including
brokerage commissions, if any) to the Agent. The purchase price to all
participants shall be the weighted average of the prices of all shares
purchased.
Reports to Participants
Each participant in the Plan will receive statements of account which
lists all purchases credited to the participant's account during a calendar
quarter as well as cumulative account information. These statements are a
participant's record of the costs of the purchases of Common
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Stock made for the participant's account under the Plan and should be retained
for income tax purposes. Each participant will also receive the most current
Prospectus for the Plan and all communications sent to the Corporation's
shareholders, including the Corporation's quarterly and annual reports, notices
of meetings of shareholders and proxy statements.
Issuance of Certificates to Participants
Shares of Common Stock purchased under the Plan for the accounts of
participants will be registered in the name of the Bank, or one of its nominees.
Certificates for such shares will not be issued to participants unless
requested. This custodial service will help to protect participants against the
risk of loss, theft or destruction of stock certificates.
Certificates for any number of whole shares credited to a participant's
account under the Plan will be issued at any time upon the participant's written
request to the Bank. Any remaining whole shares and fractions of shares will
continue to be credited to the participant's account. Certificates for fractions
of shares will not be issued under any circumstances. A participant will receive
cash payment in lieu of any fractional share credited to the participant's
account in the event of withdrawal from or termination of the Plan. See
"Withdrawal from the Plan" and "Amendment and Termination of the Plan."
A participant's account under the Plan will be maintained in the name
in which the participant's shares of Common Stock were registered at the time
the participant enrolled in the Plan. Certificates issued at the participant's
request will be similarly registered, and dividends paid on shares represented
by such certificates will continue to be reinvested in accordance with the Plan.
Shares credited to a participant's account under the Plan may not be
pledged. A participant who wishes to pledge shares credited to the participant's
account must request certificates for such shares from the Bank.
Gift/Transfer of shares within the Plan
If a participant wishes to transfer the ownership of all or part of the
participant's shares held under the Plan to a Plan account for another person,
whether by gift, private sale or otherwise, the participant may effect such
transfer by mailing a properly completed Gift/Transfer Form, along with an
executed stock power and an Authorization Form completed by the transferee to
the Bank. Transfers of less than all of the participant's shares must be made in
whole share amounts. No fraction of a share may be transferred unless the
participant's entire account is transferred. Requests for transfer are subject
to the same requirements as for the transfer of Common Stock certificates.
Gift/Transfer Forms, Stock Power Forms and Authorization Forms are available
upon request from the Bank.
Shares so transferred will continue to be held by the Bank under the
Plan. An account will be opened in the name of the transferee, if he or she is
not already a participant and such transferee will automatically be enrolled in
the Plan. The transferee will receive a statement showing the number of shares
transferred to and held in the transferee's Plan account.
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Stock Dividends and Stock Splits
Any stock dividends or split shares distributed by the Corporation on
shares of Common Stock credited to a participant's account under the Plan will
be added to the participant's account. Stock dividends or split shares
distributed on shares registered in a participant's name will be mailed directly
to the participant in the same manner as to shareholders who are not
participating in the Plan.
Voting of Shares Held Under the Plan
Participants in the Plan are entitled to direct the voting of all whole
shares of Common Stock credited to their respective accounts. Prior to each
meeting of the Corporation's shareholders, each participant in the Plan will be
sent a request for voting instructions which will enable the Participant to
instruct the Bank with respect to the voting of the participant's shares on each
matter to be considered and voted upon at such meeting. If the request form is
returned to the Bank properly signed and marked for voting, all whole shares
credited to the participant's Plan account will be voted as marked. If no
instructions are received on a properly signed and returned request form with
respect to any item thereon, all of such shares will be voted in accordance with
the recommendations of the Corporation's management, just as for
non-participating shareholders who return proxies and do not provide
instructions. If the request form is not returned or is returned unsigned, none
of such shares will be voted.
A participant who wishes to attend a meeting of the Corporation's
shareholders and vote shares of Common Stock credited to the participant's Plan
account in person must request a proxy from the Bank before the meeting. The
Bank's proxy will entitle the participant to vote in person all whole shares of
Common Stock credited to the participant's Plan account.
Shares of Common Stock registered in a participant's own name may be
voted in person or by proxy in the same manner as shares held by
non-participating shareholders, and the voting of such shares will not be
affected by the foregoing voting procedures applicable to shares held by the
Bank under the Plan.
Withdrawal from the Plan
A participant may withdraw from the Plan at any time by notifying the
Bank in writing that the participant wishes to withdraw from participation. A
participant will not be able, however, to re-enter the plan for a period of one
(1) year following his or her withdrawal. All certificates or cash payments
described below will be sent to the withdrawing participant within 30 days from
the Bank's receipt of such notice of withdrawal.
Upon a participant's withdrawal from the Plan, the participant will be
sent a certificate for all whole shares, and a cash payment for any fraction of
a share, credited to the participant's account under the Plan as of the date of
withdrawal. The cash payment for a fraction of a share will be based upon the
purchase price of the Corporation's Common Stock under the Plan for the
immediately preceding quarter.
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Amendment and Termination of the Plan
The Board of Directors of the Corporation reserves the right to amend,
modify, suspend or terminate the Plan at any time. All participants will
receive, within a reasonable time, a notice of any such material amendment or
modification or of any suspension or termination. No suspension, amendment or
termination of the Plan will affect any previously executed transaction.
Upon the termination of the Plan, each participant will receive a
certificate for all whole shares, and a cash payment for any fraction of a
share, credited to the participant's account under the Plan as of the date of
termination. The cash payment for a fraction of a share will be based upon the
purchase price of the Corporation's Common Stock under the Plan for the
immediately preceding quarter.
Federal Income Tax Consequences
In general, a participant in the Plan will have the same federal income
tax consequences as other holders of Common Stock with respect to dividends
payable on shares credited to the participant's Plan account and on shares held
by the participant directly. Under Internal Revenue Service rulings applicable
to dividend reinvestment plans similar to the Plan, a participant will be
treated for federal income tax purposes as having received, on each Dividend
Payment Date which includes the payment of dividends, a dividend equal to the
full amount of the cash dividend payable on such date with respect to the shares
credited to the participant's Plan account and the shares held by the
participant directly even though that amount is not actually received by the
participant in cash but, instead, is applied to the purchase of shares for the
participant's account.
The tax basis of shares acquired under the Plan will be the purchase
price for the shares as determined herein. For shares acquired directly from the
Corporation under the Plan, the holding period begins the day after the
applicable Dividend Payment Date. For shares acquired in the open market under
the Plan, the holding period begins on the purchase date.
A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the participant's account under the
Plan, either upon the participant's request for such certificates or upon
withdrawal from or termination of the Plan. However, a participant who receives
the proceeds of a sale of any whole share sold for the participant upon the
participant's withdrawal from the Plan, or who receives a cash payment for a
fractional share credited to the participant's account upon withdrawal from or
termination of the Plan, will realize gain or loss measured by the difference
between the amount of the cash received and the price at which the whole or
fractional share was credited to the participant's account. Such gain or loss
will be capital in character if the whole or fractional share was a capital
asset in the hands of the participant.
In the case of a foreign shareholder who elects to have his or her
dividends reinvested and whose dividends are subject to United States income tax
withholding, an amount equal to the dividends payable to such shareholder, 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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THE DISCUSSION OF TAX CONSEQUENCES SET FORTH ABOVE IS INCLUDED FOR
GENERAL INFORMATION ONLY. EACH PARTICIPANT IS URGED TO CONSULT HIS OR HER TAX
ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES THAT MAY RESULT FROM THEIR
PARTICIPATION IN THE PLAN, AND THE SUBSEQUENT DISPOSAL OF SHARES PURCHASED
PURSUANT TO THE PLAN, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE,
LOCAL AND OTHER TAX LAWS.
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Responsibility of the Corporation and the Bank Under the Plan
The Corporation and the Bank, 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 failure to terminate a participant's account
upon the participant's death prior to receipt of written notice of such death.
Participants should recognize that neither the Corporation nor the Bank
can assure them of a profit or protect them against a loss on the shares
purchased under the Plan.
Correspondence Regarding the Plan
All correspondence regarding the Plan should be addressed to:
FARMERS NATIONAL BANK OF CANFIELD
20 South Broad St.
P. O. Box 555
Canfield, Ohio 44406
Attention: Carl D. Culp,
Executive Vice President and CFO
330-533-3341
Please refer to the Farmers National Banc Corp. Amended Dividend
Reinvestment Plan on all correspondence.
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 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.
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TRADING MARKET
There is at present no established public trading market for the
Corporation's Common Stock and no assurance can be given that a market will
develop in the future. A public trading market having the desirable
characteristics of depth, liquidity and orderliness depends upon the presence in
the marketplace of both willing buyers and willing sellers of the stock at any
given time and such presence is, in turn, dependent upon the individual
decisions of the purchasers and sellers over which neither the Corporation nor
any broker or market maker has control.
DESCRIPTION OF COMMON STOCK
The holders of common stock are entitled to receive dividends when, as
and if declared by the Board of Directors out of any funds legally available
therefor, and are entitled upon liquidation after claims of creditors to receive
pro rata the net assets of the Corporation. The holders of common stock are
entitled to one vote for each share held and are vested with all of the voting
power of the shares. The common stock has no conversion rights. Holders of
common stock are generally entitled to pre-emptive rights, subject to certain
exceptions described in Article XIII of the Corporation's Articles of
Incorporation. Those exceptions include the issuance or offering of Securities
pursuant to the terms of a duly adopted dividend reinvestment plan as described.
Holders of common stock are not entitled to cumulative voting rights in the
election of directors. The shares of common stock issued or to be issued upon
receipt of payment therefor by the Corporation, in accordance with the terms set
forth in the Plan, will be validly issued, fully paid and non-assessable.
On March 29, 2001, the Shareholders approved an increase in the
authorized number of shares available to the Corporation to 25,000,000 shares.
The Amendment was adopted and approved by the Shareholders and the Board of
Directors in accordance with the Articles of Incorporation and Code of
Regulations of the Corporation and Ohio General Corporation Law.
LEGAL OPINION
Certain legal matters related to the Common Stock offered hereby will
be passed upon for the Corporation by Cooper & Walinski, LPA, 5630 N. Main
Street, Sylvania, Ohio, 43560 (419) 882-0594. Neither contingent fees nor any
interest in the Corporation of any nature will be received by any named experts
or counsel for services rendered in connection with this registration.
EXPERTS
The audited consolidated financial statements of the Corporation
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement have been audited by Hill, Barth & King LLC, independent public
accountants, as indicated in their reports with respect thereto and are
incorporated herein in reliance upon the authority of such firm as experts in
giving such reports.
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INDEMNIFICATION
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.
AVAILABLE INFORMATION
Farmer's National Banc Corp. (the "Corporation") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed by the
Corporation can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's regional offices formerly at 7 World Trade Center, 13th
Floor, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material may be obtained by mail
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.
Washington, D.C. 20549 at prescribed rates. The Commission maintains a Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of such site is http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents and information filed by the Corporation with
the Commission are hereby incorporated by reference in this Prospectus:
(i) Annual Report on Form 10-K filed for its most recent fiscal
year;
(ii) Quarterly Reports on Form 10-Q filed since its most recent
Annual Report on Form 10-K;
(iii) Proxy Statement filed in connection with its most recent
Annual Meeting of Stockholders; and
All documents subsequently filed by the Corporation pursuant to
Sections 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 shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein, or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
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The Corporation will provide upon oral or written request and without
charge to each person to whom this Prospectus is delivered a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written requests should be directed to:
Farmers National Bank of Canfield
20 South Broad Street
P. O. Box 555
Canfield, Ohio 44406
Attn: Carl D. Culp, Executive Vice President and Chief Financial Officer
(330) 533-3341
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC Registration fee...................................... $ 1,901.25
Printing and mailing expenses (estimated)................. $ 2,000.00
Accounting fees and expenses.............................. $ 1,000.00
Blue sky fees and expenses.................................$ 0.00
Legal fees and expenses....................................$ 10,000.00
Miscellaneous..............................................$ 0.00
Total..................................................$14,901.25
ITEM 15..INDEMNIFICATION OF DIRECTORS AND OFFICERS
Ohio Revised Code Section 1701.13(E) (incorporated herein by reference
as Exhibit 99.1) provides that a corporation may indemnify or agree to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, by reason of the fact that he or she is
or was a Director, officer, employee or agent of the corporation, against
expenses actually incurred by such person in connection with an action if he or
she acted in good faith and in a manner not opposed to the best interests of the
corporation.
Article X, Section B, of the Articles of Incorporation of Farmers
National Banc Corp. provides as follows:
The Corporation shall have power to, and may (in addition to
such other power conferred by law) indemnify any shareholder, officer,
or director of the corporation who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, administrative, or investigative, by
reason of the fact that he is or was a director of this corporation, or
any corporation (hereinafter referred to as "subsidiary corporation")
of which more than 50 per cent of the issued and outstanding shares of
common stock was or is owned by the corporation at the time such person
was or is serving as such director of the "subsidiary corporation",
against expenses (including those reasonably incurred by him) in
connection with such action, suit, and proceeding if the principal
issue of such action, suit, or proceeding involved or involves a
contract or transaction by and between the corporation and such
"subsidiary corporation" and if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of
the "subsidiary corporation". Any indemnification as above provided
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the standard of
conduct set forth above has been met. Such determination shall be made
(a) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding;
or (b) if
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such a quorum is not obtainable, or even if obtainable, if a majority
vote of a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by a majority of a quorum of
the shareholders of the corporation consisting of shareholders who were
not parties to such action, suit or proceeding.
ITEM 16. LIST OF EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
4.1 The Articles of Incorporation, including amendments
thereto, for the Registrant.
4.2 The Code of Regulations, including amendments
thereto, for the Registrant.
5.1 Opinion of Cooper & Walinski, LPA as to the legality
of the securities being registered.
23.1 Consent of Cooper & Walinski, LPA (contained in
Exhibit 5.1 and incorporated herein by reference.)
23.2 Consent of Hill, Barth & King LLC
24.1 Power of Attorney (included with signatures and
incorporated herein by reference.)
99.1 Section 1701.13 of the Ohio Revised Code.
99.2 Farmers National Banc Corp. Dividend Reinvestment
Plan Authorization Form.
99.3 Share Owner Authorization form for optional cash
contributions.
99.4 Request for change - Dividend Reinvestment Plan
Safekeeping Account.
99.5 Notification to Plan Participants regarding
Amendments to Plan
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; 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 and 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
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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 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 the time
shall be deemed to be the initial bona fide offering thereof.
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 Canfield, State of Ohio, on October 3, 2001.
FARMERS NATIONAL BANC CORP.
By: /S/ FRANK L. PADEN,
--------------------------------------------
Frank L. Paden, President and Secretary
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We, the undersigned directors and officers of Farmers National Banc
Corp., do hereby jointly and severally appoint Frank L. Paden and Carl D. Culp
our true and lawful attorneys or attorney, to do any and all acts and things in
our names and on our behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys or attorney may deem necessary or
advisable to enable First National Banc Corp. to comply with the Securities Act
of 1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection with this Registration in
Statement on Form S-3, including specifically but without limitation, power of
authority to sign for us or any of us, in our names in the capacities indicated
below, any and all amendments (including post-effective amendments) and
supplements hereto, and we do each hereby ratify and confirm all that said
attorneys or attorney shall do or cause to be done by virtue hereof.
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 dates indicated.
Oct. 3, 2001 /s/ Carl D. Culp
-----------------------------------
Carl D. Culp,
Executive Vice President and Treasurer
Oct. 3, 2001 /s/ William D. Stewart
-----------------------------------
William D. Stewart,
Chairman, Director
Oct. 3, 2001 /s/ Benjamin R. Brown
-----------------------------------
Benjamin R. Brown,
Director
Oct. 3, 2001 /s/ Ralph D. Macali
-----------------------------------
Ralph D. Macali,
Director
Oct. 3, 2001 /s/ Joseph D. Lane
-----------------------------------
Joseph D. Lane,
Director
Oct. 3, 2001 /s/ David C. Myers
-----------------------------------
David C. Myers,
Director
Oct 3, 2001 /s/ Edward A. Ort
-----------------------------------
Edward A. Ort,
Director
Oct. 3, 2001 /s/ Ronald V. Wertz
-----------------------------------
Ronald V. Wertz,
Director
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
4.1 The Articles of Incorporation, including amendments
thereto, for the Registrant.
4.2 The Code of Regulations, including amendments
thereto, for the Registrant.
5.1 Opinion of Cooper & Walinski, LPA as to the legality
of the securities being registered.
23.1 Consent of Cooper & Walinski, LPA (contained in
Exhibit 5.1 and incorporated herein by reference.)
23.2 Consent of Hill, Barth & King LLC
24.1 Power of Attorney (included with signatures and
incorporated herein by reference.)
99.1 Section 1701.13 of the Ohio Revised Code.
99.2 Farmers National Banc Corp. Dividend Reinvestment
Plan Authorization Form.
99.3 Share Owner Authorization form for optional cash
contributions.
99.4 Request for change - Dividend Reinvestment Plan
Safekeeping Account.
99.5 Notification to Plan Participants regarding
Amendments to Plan.
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