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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Commercial Bancshares, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Ohio
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(State of Other Jurisdiction of Incorporation or Organization)
34-1787239
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(I.R.S. Employer Identification No.)
118 S. Sandusky Avenue, Upper Sandusky, Ohio 43351
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(Zip Code)(Address of Principal Executive Offices)
Commercial Bancshares, Inc. 1997 Stock Option Plan
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(Full Title of the Plan)
David J. Browne, Esq., Staff Counsel for Registrant
118 S. Sandusky Avenue, Upper Sandusky, Ohio 43351
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(Name and Address of Agent For Service)
(419)294-5781
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(Telephone Number of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
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Common Stock 150,000 shares $23.00 $3,450,000.00 $1,045.45
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(1) Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). Pursuant to Rule 457(c), the fee is calculated on the
basis of the average of the bid and ask price as quoted by the Company's market
makers on July 29, 1997.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The documents containing the information concerning the
Commercial Bancshares, Inc. 1997 Stock Option Plan (the "Plan") required by
Item 1 of Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), and the statement of availability of the registrant
information, and other information required by Item 2 of Form S- 8 will be sent
or given to participants as specified in Securities Act Rule 428. In accordance
with Rule 428 and the requirements of Part I of Form S-8, such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
either as part of this registration statement on Form S-8 or as prospectuses or
prospectus supplements pursuant to Rule 424. Commercial Bancshares, Inc. (the
"Company") will maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Company shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents filed by the Company with the Commission:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996.
(b) The Company's Form 8-K dated April 14, 1997 relating to events
occurring at the Company's Annual Meeting of Shareholders on April
9, 1997.
(c) The Company's Form 8-K dated May 20, 1997 relating to events
occurring at the Company's May, 1997 Board of Directors Meeting.
(d) The Company's Form 10-QSB for the quarter ended March 31, 1997.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this Registration Statement, but
prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or
which registers all such securities then remaining unsold, shall be deemed to
be incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing such documents.
Any statement contained in this Registration Statement, in a
supplement to this Registration Statement or in documents incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any document that is subsequently incorporated by reference herein modifies
such statement. Any statement so modified or superseded shall not be deemed,
except as to modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. The class of securities to be offered under this
Registration Statement is registered under Section 12 of the Exchange Act.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Shumaker, Loop & Kendrick, LLP, as legal counsel to the Company, is
giving an opinion as to the validity of the securities offered under this
Registration Statement. Edwin G. Emerson, Esq., a partner of Shumaker, Loop &
Kendrick, LLP, serves as a director of the Company and is the beneficial owner
of 51,276 shares of Common Stock of the Company as of August 1, 1997.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Code of Regulations (the "Regulations") provides for the
indemnification of Directors and Officers by the Company against any cost or
expense, reasonably incurred by him or her in connection with any threatened,
pending, or completed action, suit or proceeding by reason of such or any
service to the Company or for service at the request of the Company as a
Director, Trustee, Officer, Employee or Agent of any other corporation,
partnership, joint venture, trust or other enterprise. This indemnification
includes the advancement of expenses including attorneys' fees incurred in
defending any such action, suit or proceeding to the full extent permitted by
Ohio General Corporation Law. The Company and its Directors and Officers shall
be fully protected in taking any action or making any payment under this
section, or in refusing to do so, in reliance upon the advice of counsel. The
Board of Directors is empowered to authorize the Company to purchase and
maintain insurance against liability on behalf of any Director, Officer,
Employee or Agent of the company to the full extent permitted by law.
Insofar as indemnification for liabilities 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 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
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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4.1 Commercial Bancshares, Inc. 1997 Stock Option Plan.*
5.1 Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the securities being registered.
23.1 Consent of Shumaker, Loop & Kendrick, LLP, to the use of its opinion as
an Exhibit to this Registration Statement is included in his opinion
filed herewith as Exhibit 5.1.
23.2 Consent of Crowe, Chizek and Company LLP.
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*Document has been filed with the Commission and is incorporated by reference.
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ITEM 9. UNDERTAKINGS.
1. The Company hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, 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 thereto)
which, individually or in the aggregate,
represents a fundamental change in the
formation set forth in the 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.
(b) 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.
(c) 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.
2. The undersigned Company hereby undertakes to deliver or cause to be
delivered with the Prospectus to each eligible employee or director to whom the
Prospectus is sent or given, a copy of the Company's Annual Report to
Stockholders for its last fiscal year, unless such individual otherwise has
received a copy of such Annual Report, in which case the Company shall state in
the Prospectus that it will promptly furnish, without charge, a copy of such
Annual Report on written notice of the individual. If the last fiscal year of
the Company has ended within 120 days prior to the use of the Prospectus, the
Annual Report of the Company for the preceding fiscal year may be so delivered,
but within such 120 day period the Annual Report for the last fiscal year will
be furnished to each such individual.
The Company also undertakes to deliver or cause to be delivered to all
employees or directors participating in the Company's Stock Option Plan who do
not otherwise receive such material, copies of all reports to stockholders,
proxy statements and other communications distributed to its security holders
generally, such material to be sent or delivered no later than the time it is
sent to security holders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-8 and has duly caused this registration
statement to be singed on its behalf by the undersigned, thereunto duly
authorized, in the City of Upper Sandusky, State of Ohio this 1st day of
August, 1997.
Commercial Bancshares, Inc.
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By: /s/ Raymond E. Graves
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Raymond E. Graves, Chief Executive Officer
By: /s/ Philip W. Kinley
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Philip W. Kinley, Vice President and
Chief Financial Officer
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KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of Commercial Bancshares, Inc., hereby constitutes and appoints
Raymond E. Graves, Chief Executive Officer of the Company, and Philip W.
Kinley, Chief Financial Officer of the Company , or either of them
individually, his true and lawful attorney-in-fact and agent, for him and in
his name, place and stead, in any and all capacities, to sign his name to a
Registration Statement on Form S-8 relating to the registration under the
Securities Act of 1933 of the shares of the Company's common stock to be
offered under the Commercial Bancshares, Inc. 1997 Stock Option Plan, and to
any and all amendments to such Registration Statement on Form S-8, including
post-effective amendments and other related documents, and to cause the same to
be filed with the Securities and Exchange Commission, granting unto said
attorneys, or either of them individually, full power and authority to do and
perform any act and thing necessary and proper to be done in the premises, as
fully to all intents and purposes as the undersigned could do if personally
present, and the undersigned for himself hereby ratifies and confirms all that
said attorneys shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this S-8
Registration Statement has been signed by the following persons (or by their
duly authorized attorney-in-fact) in the capacities and on the dates indicated.
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Signature Title Date
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/S/ Richard A. Sheaffer Chairman of the Board July 9, 1997
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Richard A. Sheaffer
/S/ Raymond E. Graves President, Chief Executive Officer, and Director July 9, 1997
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Raymond E. Graves
/S/ James A. Deer Secretary and Director July 9, 1997
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James A. Deer
/S/ Philip W. Kinley Vice President and Chief Financial Officer July 9, 1997
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Philip W. Kinley
/S/ Hazel D. Franks Director July 9, 1997
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Hazel D. Franks
/S/ William T. Gillen Director July 9, 1997
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William T. Gillen
/S/ Loren H. Dillon Director July 9, 1997
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Loren H. Dillon
/S/ Mark Dillon Director July 9, 1997
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Mark Dillon
/S/ Douglas C. Smith Director July 9, 1997
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Douglas C. Smith
/S/ Michael A. Mastro Director July 9, 1997
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Michael A. Mastro
/S/ B.E. Beaston Director July 9, 1997
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B.E. Beaston
/S/ Daniel E. Berg Director July 9, 1997
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Daniel E. Berg
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EXHIBIT INDEX
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Exhibit
Number Exhibit Description
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4.1 Commercial Bancshares, Inc. 1997 Stock Option Plan.*
5.1 Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the securities being
registered.
23.1 Consent of Shumaker, Loop & Kendrick, LLP, to the use of their opinion
as an exhibit to this Registration Statement is included in their
opinion filed herewith as Exhibit 5.1.
23.2 Consent of Crowe, Chizek and Company, L.L.P.
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* Document has been filed with the Commission and is incorporated by reference.
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SHUMAKER, LOOP & KENDRICK
ATTORNEYS AT LAW
NORTH COURTHOUSE SQUARE 1000 JACKSON TOLEDO, OHIO 43624-1573
TELEPHONE (419) 241-9000
FAX (419) 241-6894
July 30, 1997
Commercial Bancshares, Inc.
118 S. Sandusky Avenue
Upper Sandusky, Ohio 43351
Re: Registration Statement on Form S-8 for the
Commercial Bancshares, Inc. 1997 Stock Option
Plan
Sir or Madam:
We have assisted Commercial Bancshares, Inc. (the "Company") with the
preparation and filing of its Registration Statement on Form S-8 with the
Securities and Exchange Commission pursuant to the requirements of the
Securities Act of 1933, as amended, for the registration of 150,000 shares of
the common stock of the Company, without par value (the "Shares"), issuable to
eligible employees of the Company upon the exercise of stock options granted
under the Company's 1997 Stock Option Plan (the "Plan").
In connection with the following opinion, we have examined and have
relied upon such documents , corporate records, certificates, statements and
instruments as we have deemed necessary and appropriate to render the opinion
herein set forth, prepared. We have assumed, with your permission, that all
stock certificates representing the Shares will be prepared, executed by
appropriate officers, and delivered in a manner consistent with the Company's
Articles and Code of Regulations.
Based upon the foregoing, it is our opinion that when stock options
granted under the Plan are exercised in a manner consistent with the terms of
the Plan and the terms of properly executed stock option agreements, the Shares
will be validly authorized and issued, fully paid and nonassessable.
The undersigned hereby consents to the filing of this opinion as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ SHUMAKER, LOOP & KENDRICK, LLP
SHUMAKER, LOOP & KENDRICK, LLP
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[LOGO]
CROWE CHIZEK
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Commercial Bancshares, Inc. (the "Company") on Form S-8 of our report dated
January 10, 1997, on our audit of the consolidated balance sheets of the
Company as of December 31, 1996, and 1995, and the related consolidated
statements of income, changes in shareholders' equity and cash flows for the
two years in the period ended December 31, 1996, which are included in the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
1996.
/s/ Crowe, Chizek and company LLP
Crowe, Chizek and Company LLP
Columbus, Ohio
July 30, 1997
