1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SECURITY BANC CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-1133284
- ------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
SECURITY BANC CORPORATION
40 SOUTH LIMESTONE STREET
SPRINGFIELD, OHIO 45502
(513) 324-6800
(Address, including zip code,
of registrant's principal executive offices)
SECURITY BANC CORPORATION 1998 STOCK OPTION PLAN
(Full title of the plan)
J. WILLIAM STAPLETON, EXECUTIVE VICE PRESIDENT
SECURITY BANC CORPORATION
40 SOUTH LIMESTONE STREET
SPRINGFIELD, OHIO 45502
(Name, address, code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
- ---------------------------------------------------------------------------------------------------------
Common Stock, 120,000 $36.75(1) $4,410,000(1) $1,301
$1.5625 Par Value
<FN>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based upon the average of the bid and
asked prices of a Common Share on August 17, 1998.
================================================================================
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference as of their respective dates of
filing:
(a) The Annual Report of Security Banc Corporation (the
"Company") on Form 10-K for the year ended December 31, 1997, filed
pursuant to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act").
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998 filed pursuant to Section 13 of the
Exchange Act.
(c) The description of the Company's Common Shares contained
in the Registration Statement filed pursuant to Section 12 of the
Exchange Act, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all Common Shares offered
hereunder have been sold or which deregisters all Common Shares then remaining
unsold hereunder shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Company's Articles of Incorporation provides that
the Corporation has the power to indemnify its present and past directors and
officers to the full extent permitted under, and subject to the limitations of,
Ohio law. The liabilities against which a director and officer may be
indemnified and factors employed to determine whether a director and officer may
be entitled to indemnification in a particular instance depend on whether the
proceedings in which the claim for indemnification arises were brought (a) other
than by and in the right of the Company ("Third Party Actions") or (b) by and in
the right of the Company ("Company Actions").
In Third Party Actions, the Company may indemnify each director and
officer against expenses, including attorneys' fees, judgments, decrees, fines,
penalties, and amounts paid in settlement actually
II-1
3
and reasonably incurred in connection with any threatened or actual proceeding
in which the director or officer may be involved by reason of having acted in
such capacity, if the director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
and with respect to any matter the subject of a criminal proceeding, the
director or officer had no reasonable cause to believe that the conduct was
unlawful.
In Company Actions, the Company may indemnify each director and officer
against expenses, including attorneys' fees, actually and reasonably incurred in
connection with the defense or settlement of any such proceeding if the director
or officer acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Company, except that no indemnification
is permitted with respect to (i) any matter as to which such person has been
adjudged to be liable for negligence or misconduct in the performance of a duty
to the Company, unless a court determines such person is entitled to
indemnification, and (ii) any liability asserted in connection with unlawful
loans, dividends, distribution of assets and repurchase of Company shares under
Section 1701.95 of the Ohio Revised Code.
Unless indemnification is ordered by a court, the determination as to
whether or not an individual has satisfied the applicable standards of conduct
(and therefore may be indemnified) is to be made by the directors of the Company
by a majority vote of a quorum consisting of directors of the Company who were
not parties to the action; or if such a quorum is not obtainable, or if a quorum
of disinterested directors so directs, by independent legal counsel in a written
opinion; or by the shareholders of the corporation.
To the extent that a director or officer is successful on the merits or
otherwise in defense of any Third Party Action or Company Action, the Company is
required to indemnify such director or officer against expenses, including
attorneys' fees, actually and reasonably incurred in connection with the Action,
suit or proceeding.
Article VII of the Company's Articles of Incorporation does not limit
any other indemnification rights to which those seeking indemnification may be
entitled.
The Company maintains insurance policies which presently provide
protection, within the maximum liability limits of the policies and subject to a
deductible amount for each claim, to the Company under its indemnification
obligations and to the directors and officers with respect to certain matters
which are not covered by the Company's indemnification obligations.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
See Index to Exhibits following signature pages.
II-2
4
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this registration 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 this registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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 undersigned registrant hereby further 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 this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
II-3
5
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Springfield, State of Ohio, on this 18th day of
August, 1998.
SECURITY BANC CORPORATION
By /s/ Harry O. Egger
-----------------------------------
Harry O. Egger
Chairman of the Board, President
and Chief Executive Officer
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:
Name Title Date
---- ----- ----
/s/ Harry O. Egger Chairman of the Board, President and Chief August 18, 1998
- ---------------------------- Executive Officer (principal executive
Harry O. Egger officer)
/s/ J. William Stapleton Executive Vice President and Chief August 18, 1998
- ---------------------------- Financial Officer (principal financial
J. William Stapleton officer)
/s/ Thomas L. Miller Controller (principal accounting officer) August 18, 1998
- ----------------------------
Thomas L. Miller
* Director August 18, 1998
- ----------------------------
Vincent J. Demana
August 18, 1998
* Director
- ----------------------------
Larry D. Ewald
Director August __, 1998
- ----------------------------
Scott A. Gabriel
II-4
6
* Director August 18, 1998
- ----------------------------
Larry E. Kaffenbarger
* Director August 18, 1998
- ----------------------------
Richard E. Kramer
Director August __, 1998
- ----------------------------
Thomas J. Veskauf
* Director August 18, 1998
- ----------------------------
Chester L. Walthall
* Director August 18, 1998
- ----------------------------
Robert A. Warren
Director August __, 1998
- ----------------------------
James R. Wilson
<FN>
- ------------------
* Harry O. Egger, by signing his name hereto, does execute the Registration
Statement on behalf of the directors of the Registrant indicated above by
asterisks, pursuant to powers of attorney duly executed by such directors
and officers and filed as exhibits to the Registration Statement.
/s/ Harry O. Egger
-----------------------------
Harry O. Egger
Attorney-in-Fact
II-5
7
INDEX TO EXHIBITS
-----------------
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES:
4.1 Articles of Incorporation of Security Banc Corporation, as
amended+
4.2 Code of Regulations of Security Banc Corporation, as amended
[Incorporated by reference to Exhibit 4.2 to Security Banc
Corporation's Registration Statement on Form S-8 (Reg. No.
33-59244)]*
4.3 Security Banc Corporation 1998 Stock Option Plan+
(5) OPINION RE LEGALITY
5.1 Opinion of Thompson Hine & Flory LLP+
(23) CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of Ernst & Young+
23.2 Consent of Thompson Hine & Flory LLP [contained in their
opinion filed as Exhibit 5.1]+
(24) POWERS OF ATTORNEY:
24.1 Powers of Attorney of certain persons who signed this
Registration Statement, authorizing execution of amendments
pursuant to power of attorney+
- ---------
* Incorporated by reference to a previously-filed document.
+ Filed herewith