U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB/A (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002. [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ Commission file number - 33-53596 FC BANC CORP. ---------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) OHIO 34-1718070 ------------------------------- ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Farmers Citizens Bank Building, 105 Washington Square Box 567, Bucyrus, Ohio 44820-0567 ------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (419) 562-7040 ------------------------- (Issuer's telephone number) N/A ------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ --- As of April 30, 2002, 579,862 shares of Common Stock of the Registrant were outstanding. There were no preferred shares outstanding. EXPLANATORY NOTE This Amendment to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002, is being filed solely for the purpose of submitting Exhibit 99.1 which was inadvertently omitted, and renumbering Exhibit 99.2 which was incorrectly identified as Exhibit 99.1. Other than the aforementioned changes, all other information included in the initial filing is unchanged. FC BANC CORP. PART II - OTHER INFORMATION ================================================================================ ITEM 1 - LEGAL PROCEEDINGS Not Applicable ITEM 2 - CHANGES IN SECURITIES Not Applicable ITEM 3 - DEFAULTS UPON SENIOR SECURITIES Not Applicable ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On March 27, 2002, the Corporation held its Annual Meeting of Shareholders. Two matters were submitted to the shareholders, for which the following votes were cast: 1. Each of the three directors nominated were elected to terms of three (3) years expiring in 2005 by the following votes: Patrick J. Drouhard For: 359,524 Withheld: 20,310 Samuel J. Harvey For: 359,524 Withheld: 20,310 Charles W. Kimerline For: 367,636 Withheld: 12,198 2. To ratify the appointment of S. R. Snodgrass as independent auditor of FC Banc Corp for the fiscal year ending December 31, 2002. For: 370,692 Against: 4,058 Abstain: 5,084 ITEM 5 - OTHER INFORMATION Not Applicable ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K Exhibit Number Description 99.1 Agreement and General Release by FC Banc Corp, The Farmers Citizens Bank, and G. Wildridge Holden effective as of May 7, 2002. 99.2 Independent Accountant's Report Report under Form 8-K filed on February 19, 2002 announcing the termination of Mr. G. W. Holden as President, CEO, and Director of the Farmers Citizens Bank and FC Banc Corp Report under Form 8-K filed on March 27, 2002 announcing the Board authorization of the repurchase of up to 4.99% of FC Banc Corp's outstanding common stock. SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. FC BANC CORP. Date May 21, 2002 /s/ Coleman Clougherty ----------------- ------------------------------- Coleman Clougherty Interim Chief Executive Officer Date May 21, 2002 /s/ Jeffrey Wise ----------------- ------------------------------- Jeffrey Wise Principal Financial Officer