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As filed with the Securities and Exchange Commission on March 30, 1999
Registration No. 33-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DCB FINANCIAL CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 31149837
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
41 N. SANDUSKY STREET
DELAWARE, OHIO 43015
(740) 363-1133
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
MR. LARRY D. COBURN COPIES OF COMMUNICATIONS TO:
PRESIDENT EDWIN L. HERBERT, ESQ.
DCB FINANCIAL CORP. WERNER & BLANK CO., L.P.A.
41 N. SANDUSKY 7205 W. CENTRAL AVENUE
DELAWARE, OH 43015 TOLEDO, OH 43617
(740) 363-1133 (419) 841-8051
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Approximate date of commencement of proposed
sale of the securities to the public:
AS SOON AS PRACTICABLE AFTER THIS 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 being 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. [ ].
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CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to Offering Price Aggregate Offering Amount of
to be Registered be Registered Per Share(1) Price(1) Registration Fee
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Common Stock,
no par value 100,000 $16.875 $1,687,500 $469.13
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(1) Estimated solely for the purpose of determining the registration fee.
The figure was calculated pursuant to Rule 457(c) using the average of
the bid and asked price on March 26, 1999 (such date being within five
business days prior to the date of filing the Registration Statement.)
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Prospectus
DCB Financial Corp.
Dividend Reinvestment Plan and
Stock Purchase Plan
100,000 Shares of Common Stock, No Par Value
DCB Financial Corp. (the "Company") is offering to its shareholders the
opportunity to purchase shares of the Company's Common Stock, no par value (the
"Common Stock"), by reinvesting dividends or by making optional cash investments
under the DCB Financial Corp. Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). This prospectus describes the Plan and provides complete details on it
as it is currently in effect. Eligible shareholders under the Plan may reinvest
all or a portion of their cash dividends in shares of Common Stock as well as
make optional cash investments of $100 or more per investment in Common Stock up
to a total of $2,000 per calendar quarter. In addition, dividends on all shares
acquired and held in the accounts of participants under the Plan will be
automatically reinvested in additional shares of Common Stock.
The Company's Common Stock is traded over the counter.
The Administrator of the Plan will purchase shares of Common Stock for
participants from the Company at a price equal to the midpoint (computed to
three decimal places) between the highest asked and lowest asked price per share
of Common Stock over the ten trading days immediately preceding the dividend
payment date under the Plan on which purchases at that price are being made. No
brokerage commissions, fees or service charges will be incurred by participants
in connection with purchases of shares under the Plan or for participating in
the Plan. The Administrator will charge participants the brokerage commissions
for the sale of shares of Common Stock at the election of the participant upon
termination of participation in the Plan.
We suggest you keep this Prospectus for future reference.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is March 30, 1999.
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<TABLE>
TABLE OF CONTENTS
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Page
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AVAILABLE INFORMATION........................................................3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................3
THE COMPANY..................................................................4
USE OF PROCEEDS..............................................................4
THE PLAN.....................................................................4
Purpose..............................................................4
Administration.......................................................5
Eligibility..........................................................6
Participation by Shareholders........................................6
Purchases............................................................7
Dividends............................................................8
Costs................................................................8
Optional Cash Payments...............................................8
Reports to Participants..............................................9
Certificates for Shares..............................................9
Withdrawal of Shares................................................10
Termination of Participation in the Plan............................11
General Information.................................................12
LEGAL OPINION...............................................................16
EXPERTS.....................................................................16
INDEMNIFICATION.............................................................16
</TABLE>
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly,
the Company files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). You may read and copy the
materials the Company files with the SEC at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
You may also find the Company's reports, proxy statements and other information
filed with the SEC on the Internet at the SEC's website (http://www.sec.gov).
The Company has filed with the SEC a Registration Statement on Form S-3
(together with all amendments and exhibits thereto referred to herein as the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to the common Stock offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement, certain parts of
which have been omitted in accordance with the rules and regulations of the SEC.
For further information, reference is hereby made to the Registration Statement
which may be inspected and copied in the manner and at the sources described
above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the SEC are
incorporated in this Prospectus by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, which contains audited financial statements for the
fiscal year ended December 31, 1998.
2. The description of the Common Stock contained in the Company's
registration statements filed pursuant to Section 12 of the Exchange
Act, and 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 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 in this Prospectus by reference 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 in this Prospectus shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus or in any subsequently
filed document which also is or is deemed to be incorporated by reference in
this Prospectus 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.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy
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of any or all of the information that has been incorporated in this Prospectus
by reference (other than certain exhibits to documents incorporated by
reference). Such requests should be directed to Don Blackburn, DCB Financial
Corp. Dividend Reinvestment Plan, 41 N. Sandusky, Delaware, OH 43015.
THE COMPANY
The Company, a bank holding company registered under the Bank Holding
Company Act of 1956, as amended, is headquartered in Delaware, Ohio. The Company
provides commercial banking and related financial services including mortgage
loan origination services from the 13 branches and offices of its bank
subsidiary, Delaware Bank and Trust Company, in Ohio. The Company's principal
executive offices are located at 41 N. Sandusky, Delaware, OH 43015, telephone
(740) 363-1133.
USE OF PROCEEDS
The Company has no basis for estimating the number of shares of Common
Stock that will ultimately be sold by the Company pursuant to the Plan or the
prices at which such shares will be sold. Any net proceeds received by the
Company from the sale of shares under the Plan will be added to the Company's
general funds and used for general corporate purposes, including, without
limitation, investments in and advances to the Company's subsidiary bank. The
amounts and timing of the application of proceeds will depend upon the funding
requirements of the Company and its subsidiaries and the availability of other
funds. Based upon the anticipated growth of the Company's subsidiary bank and
the financial needs of the Company, management anticipates that the Company from
time to time will engage in additional financings of a character and in amounts
that have yet to be determined.
THE PLAN
The following is the description of the Plan.
PURPOSE
1. What is the purpose of the Plan?
The Plan offers holders of Common Stock a systematic method of investing
their cash dividends in Common Stock without the payment of any
brokerage commission, service charge or other expense. Because the
Common Stock will be purchased from the Company, the Plan will also
provide the Company with the means of raising new capital.
2. What are some of the advantages of the Plan?
A participant in the Plan who authorizes reinvestment of dividends will
have the following options:
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a. Dividend reinvestment on all shares owned of record or hereafter
acquired of record.
b. The shareholder will indicate the number of shares on which the
shareholder wishes to have dividends reinvested. Such number of
shares can be any number, up to and including the number of
shares currently owned of record.
c. Participants can avoid the inconvenience and expense of
safekeeping certificates for shares credited to their Plan
accounts since certificates for such shares will only be issued
at the request of a participant or upon termination of
participation. In addition, participants at no cost may deposit
shares currently participating in the Plan and being held by
them in certificate form with the Plan Administrator. This will
relieve participants of the responsibility for loss, theft, or
destruction of their certificates participating in the Plan. All
shares held by the Plan Administrator must be participating in
the Plan.
d. Periodic statements of account will simplify record keeping.
e. Dividends on the designated shares will be reinvested in shares
of Common Stock at market price (see Question 10). There are no
brokerage commissions or service charges for purchases under the
Plan. Full investment of funds is possible because the Plan
permits fractions of shares, as well as full shares, to be
purchased. A statement of account will be mailed to each
participant following each payment of a dividend pursuant to the
terms of the Plan.
ADMINISTRATION
3. Who administers the Plan for the participants?
Delaware County Bank and Trust Company, the Company's wholly owned
subsidiary (the "Administrator"), will administer the Plan, keep
records, send statements of account to participants and perform other
duties pertaining to the Plan. All shares held in the Plan will be held
in book entry by or through the Administrator until a participant makes
a written request for certificates of all or part of his or her shares
(see Question 21). The Administrator acts as the transfer agent of the
Company's common stock. All questions and correspondence concerning the
Plan should be addressed to the Administrator as follows:
Delaware County Bank and Trust Company
Shareholder Relations
41 N. Sandusky
Delaware, OH 43015
Phone: (614) 363-1133
All shares in the Plan will be credited to the account of Participants,
registered in the name of the Plan and held by the Administrator in book
entry form.
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ELIGIBILITY
4. Who is eligible to participate?
All holders of record of shares of Common Stock of the Company are
eligible to participate in the Plan. Before they may participate in the
Plan, any beneficial owner of shares of Common Stock whose shares are
registered in names other than their own (for instance, in the name of a
broker or bank nominee) must either become shareholders of record by
having their shares transferred into their names, or make appropriate
arrangements with their broker or bank to participate in the Plan for
the benefit of such shareholder. The Common Stock of the Company is
Depository Trust Company (DTC) eligible under CUSIP number 233075100.
You will not be eligible to participate in the Plan if you reside in a
jurisdiction in which it is unlawful for the Company to permit your
participation.
PARTICIPATION BY SHAREHOLDERS
5. How do shareholders participate?
An eligible shareholder may join the Plan by completing and signing the
Shareholder Authorization Form enclosed herewith and returning it to the
Administrator. A Shareholder Authorization Form and a postage-paid
return envelope may be obtained at any time by writing to Delaware
County Bank and Trust Company, Shareholder Relations, 41 N. Sandusky,
Delaware, Ohio 43015.
6. When may an eligible shareholder join the Plan?
An eligible shareholder may join the Plan at any time. If the
Shareholder Authorization Form is received by the Administrator prior to
the dividend record date (dividend record dates normally occur in
January, April, July and October), the next dividend paid will be used
pursuant to the Plan, to purchase shares of Common Stock. If the
Shareholder Authorization Form is received after the dividend record
date, that dividend will be paid in cash and participation in the Plan
will begin with the subsequent cash dividend payment.
7. What does the Shareholder Authorization Form provide?
The Shareholder Authorization Form enrolls the participant in the Plan
and it directs the Administrator to either reinvest all dividends or
dividends on a designated number of shares of the Common Stock
registered in the participant's name. The number of shares on which the
shareholder may reinvest dividends may be any number of one or more, up
to and including the number of shares currently owned of record.
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8. Can shareholders participate with less than 100% of their cash
dividends?
Yes. Eligible shareholders have the option under the Plan to designate
the number of shares to participate in the dividend reinvestment plan.
Once the number of shares to participate has been selected, that number
will remain in effect until the election is changed.
9. Can shareholders change their election under the Plan?
Yes. At any time, shareholders may change their election of the number
of shares of Common Stock participating in the Dividend Reinvestment
Plan. To do so, a new Shareholder Authorization Form must be completed
and returned. The answer to Question 5 describes how to obtain a
Shareholder Authorization Form and a return envelope. Any change of
election concerning the reinvestment of dividends must be received by
the Administrator at least one week prior to the dividend record date to
be effective for that dividend.
PURCHASES
10. What will be the price of Common Stock purchased under the Plan?
The price per share of Common Stock purchased under the Plan will be the
midpoint, computed to three decimal places,between the highest asked and
lowest asked price per share for transactions in the Common Stock over
the ten business days immediately preceding the dividend payment date on
which purchases of Common Stock at such price are being made.
11. How are shares acquired under the Plan?
Shares of Common Stock of the Company acquired by Participants in the
Plan will be purchased from the Company.
12. How will the number of shares purchased for each participant be
determined?
The number of shares that will be purchased from a participant's
dividend will depend on the amount of that dividend and the applicable
purchase price of the Common Stock. The participant's account will be
credited with the number of shares, including any fractional share
(computed to the third decimal), that results from dividing the amount
of dividends plus any optional cash payments to be invested by the
applicable purchase price.
13. When will purchases of Common Stock be made?
The Administrator will purchase Common Stock for the Plan on each
dividend payment date.
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DIVIDENDS
14. Will dividends be paid on shares held in Plan accounts?
Yes. Cash dividends on full shares and any fraction of a share credited
to each Plan account will be reinvested automatically in full under the
Plan in additional shares of Common Stock and credited to each account.
COSTS
15. Are there any out-of-pocket expenses to a shareholder who participates
in the Plan?
No. All out-of-pocket costs and expenses associated with the operation
of the Plan, including service charges, will be paid by the Company.
However, a participant who withdraws from participation in the Plan and
instructs the Administrator to sell the Common Stock then held in the
Plan for his or her account will be responsible for his or her prorata
share of applicable brokerage commissions, if any.
OPTIONAL CASH PAYMENTS
16. May cash be added to purchase additional shares?
Yes. Additional shares may be purchased with optional cash payments by
participants in the Dividend Reinvestment Plan.
17. When can optional cash payments be made?
Optional cash payments received by the Administrator will be invested in
additional shares concurrently with the dividend being reinvested. The
Administrator will accept optional cash payments at anytime following a
cash dividend record date and prior to such dividend's payment date. The
Administrator will return to participants any optional cash payments
which are not invested within thirty (30) days following such cash
dividend's payable date. Optional cash payments received after the
payable date for a dividend will be received too late to be invested
with the proceeds received by the Administrator from such dividend and
the optional cash payment will be returned to the participant. NO
INTEREST WILL BE PAID ON ANY OPTIONAL CASH PAYMENT WHILE HELD BY THE
ADMINISTRATOR.
18. What is the maximum aggregate amount of cash that can be invested
through optional cash payments?
Up to $2,000 per calendar quarter in optional cash payments can be
invested in the Plan. Each optional cash payment must be at least $100.
The same amounts of cash need not be sent each quarter, and there is no
obligation to make an optional cash payment each quarter.
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In the case of a nominee who holds Common Stock for more than one
beneficial owner, optional cash investments of more than $2,000 per
quarter may be made provided such nominee certifies to the Administrator
and the Company, accompanied by such documentation as the Company may
require, that each beneficial owner is not making optional cash
investments in excess of the quarterly limit.
The Company reserves the right, in its sole discretion, to determine who
is an owner for purposes of the foregoing restriction, and, without
limitation, to determine whether optional cash payments by any
particular owner aggregate more than $2,000 in any quarter. The Company
may require evidence satisfactory to it in its sole discretion to
demonstrate compliance with the $2,000 limitation.
19. How can I make an optional cash payment to purchase additional shares?
A participant can make an optional cash payment to purchase additional
shares by returning the Authorization Form, completed for your optional
cash investment, to the Administrator with a check or money order made
payable to Delaware County Bank and Trust Company at the address in
paragraph 3 above. PLEASE DO NOT SEND CASH. THE ADMINISTRATOR WILL
PROVIDE AUTHORIZATION FORMS TO PARTICIPANTS UPON REQUEST.
REPORTS TO PARTICIPANTS
20. What reports will be sent to participants in the Plan?
A statement of account showing amounts invested, purchase prices, shares
purchased, and other information for the year to date will be mailed
quarterly to each participant as soon as practicable after each purchase
of Common Stock, normally within 10 business days following such
purchase. THESE STATEMENTS ARE A CONTINUING RECORD OF CURRENT ACTIVITY
AND THE COST OF PURCHASES AND SHOULD BE RETAINED FOR TAX PURPOSES. A
YEAR-END STATEMENT WILL ALSO BE MAILED.
In addition, participants will receive copies of communications sent to
all holders of the Company Common Stock, including the annual report to
shareholders, any quarterly report provided to shareholders, a notice of
the annual meeting of shareholders and proxy statements, and information
for reporting dividend income for federal income tax purposes.
CERTIFICATES FOR SHARES
21. Will certificates be issued for shares of Common Stock purchased under
the Plan?
No certificate will be issued to a participant for shares of Common
Stock credited to his or her Plan account unless he or she requests the
Plan Administrator, in writing, to do so, or until the participant's
account is terminated. Shares of Common Stock purchased through the Plan
for a participant will be credited to the account of the participant,
registered in the name of the Plan and held in book entry form. The
number of shares
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credited to a participant's Plan account, as well as the number of
shares of Common Stock on which dividends are being reinvested will be
shown on the periodic statement of the participant's account.
A participant may, at any time, request in writing that the Plan
Administrator send the participant a certificate for all or part of the
whole shares of Common Stock credited to his or her Plan account. Any
remaining whole or fractional shares will continue to be credited to the
Plan account. Certificates for fractional shares will not be issued
under any circumstances.
22. In whose name will certificates be registered when issued?
Accounts under the Plan will be maintained in the name in which
participants' shares of Common Stock were registered at the time they
enrolled in the Plan. Consequently, certificates for whole shares of
Common Stock will be similarly registered when issued unless the
participant requests issuance of the shares in a different name(s). If
different registration of the shares is desired, the participant should
call the Plan Administrator for transfer instructions (see Question 3).
23. May shares in a Plan account be pledged?
No. Shares of Common Stock credited to the Plan account may not be
pledged or assigned, and any such purported pledge or assignment shall
be void. A participant who wishes to pledge or assign such shares must
request that a certificate for such shares be issued in his or her name.
WITHDRAWAL OF SHARES
24. How does a participant withdraw shares from the Plan?
A participant may withdraw all or a portion of the whole shares of
Common Stock credited to his or her Plan account by notifying the Plan
Administrator in writing (see Question 3), specifying the number of
whole shares to be withdrawn. Certificates for whole shares of Common
Stock so withdrawn will be issued to the participant at the earliest
possible opportunity. In no case will certificates for fractional shares
be issued. After a participant withdraws shares of Common Stock from his
or her Plan account, cash dividends on such shares will continue to be
reinvested in accordance with the instructions given by the participant
on his or her most recently dated Authorization Form, so long as the
participant remains the record holder of such shares and has not
terminated his or her participation in the Plan.
25. Can a participant sell shares of Common Stock held in his or her Plan
account?
A participant may request that all or a portion of the shares of Common
Stock held in his or her Plan account be sold by completing the "Sale of
Shares" section at the bottom of his or her account statement or by
writing a letter of instruction to the Plan Administrator
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(see Question 3). Any such request must be signed by a person named on
the Plan account. Sale of shares of Common Stock held in a participant's
Plan account does not terminate Plan participation if the participant
remains the registered owner of at least one share of Common Stock,
unless the participant specifically requests such termination. Sales
will be executed within ten business days of receipt by the Plan
Administrator of a duly executed request. Proceeds from the sale of
shares of Common Stock will depend on, among other things, the market
price of the Common Stock at the time the sale order is directed by the
Plan Administrator. Such market price may vary significantly between the
time the participant submits his or her request for sale of the shares
and the time the sale order is directed by the Plan Administrator with a
broker. There can be no guarantee that the shares of Common Stock will
be sold at a specific price. The participant will receive a check for
the proceeds of the sale, less any brokerage commission and any
applicable transfer tax incurred.
26. What happens to any fractional share when a participant directs the Plan
Administrator to sell or withdraw all shares from his or her Plan
account?
Any fractional share will be directed to be sold by the Plan
Administrator and a cash payment made for the sale price thereof, less
any brokerage commission and transfer tax incurred. The net proceeds of
any fractional share, together with any proceeds from the sale of whole
shares or a certificate for whole shares, as the case may be, will be
mailed to the participant.
TERMINATION OF PARTICIPATION IN THE PLAN
27. How does a participant terminate participation in the Plan?
A participant may terminate his or her participation in the Plan at any
time by notifying the Plan Administrator in writing (see Question 3). If
notice of termination is received at least two weeks before the record
date for a cash dividend, that dividend will be paid, in cash, to the
participant; otherwise that dividend will be reinvested for the
participant's Plan account. No terminations will be processed between a
dividend record date and a dividend payment date. Any requests for
termination of participation received during this period will be held
until the shares purchased with the dividend are posted to the
participant's account. Any optional cash payment which has been received
by the Plan Administrator prior to receipt of notice to discontinue
dividend reinvestment will be invested in accordance with the Plan
unless return of the payment is requested in a written notice received
by the Plan Administrator at least one week prior to the date when such
cash payment is to be invested. Thereafter, the participant's
participation in the Plan will be terminated, the Plan account will be
closed, and all dividends on Common Stock held by the participant of
record will be paid directly to that participant.
Termination of dividend reinvestment will automatically terminate a
participant's right to invest in additional shares of Common Stock by
making optional cash payments.
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28. What will participants receive when they terminate participation in the
Plan?
The Plan Administrator will send to a participant who has terminated
participation in the Plan a certificate for the number of whole shares
in his or her Plan account unless directed otherwise. Any fractional
share will be sold and a cash payment will be made to the participant
for the sale price thereof, less any brokerage commission and transfer
tax incurred.
29. May a former participant later rejoin in the Plan after termination?
Yes. Any eligible shareholder of record may rejoin the Plan at any time
by completing a new shareholder Authorization Form. However, the Company
may reject any such Form from a previous participant on grounds of
excessive termination and rejoining.
GENERAL INFORMATION
30. What happens when a participant sells or transfers all shares of Common
Stock held in certificate form?
If a participant disposes of all of the shares of Common Stock held in
certificate form the Plan Administrator will continue to reinvest the
dividends on all shares credited to that participant's Plan account,
provided there is at least one full share of Common Stock in his or her
Plan account.
31. What happens when a participant who is reinvesting dividends on all or a
portion of the shares of Common Stock held in certificate form sells or
transfers a portion of such shares?
If a participant who is reinvesting cash dividends on all of the shares
of Common Stock held in certificate form disposes of a portion of such
shares, the Plan Administrator will continue to reinvest the dividends
on the remainder of such shares and, of course, will continue to
reinvest the dividends on the shares of Common Stock credited to the
participant's Plan account.
If a participant who is reinvesting cash dividends on a portion of the
shares of Common Stock held in certificate form disposes of a portion of
such shares, the Plan Administrator will continue to reinvest cash
dividends on the remainder of such shares up to the number of shares of
Common Stock authorized in the participant's most recently dated
Authorization Form and will continue to reinvest the cash dividends on
the shares credited to the participant's Plan account.
For example, if a participant selected the partial dividend reinvestment
option and authorized the Plan Administrator to reinvest the cash
dividends paid on 50 shares of a total of 100 shares of Common Stock
held in certificate form, and then the participant disposes of 25 shares
of Common Stock, the Plan Administrator would continue to reinvest the
cash dividends paid on 50 of the remaining 75 shares. If instead the
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participant disposed of 75 shares of Common Stock, the Plan
Administrator would continue to reinvest the cash dividends paid on the
remaining 25 shares of Common Stock.
32. What happens if the Company declares a stock dividend or stock split?
Shares of Common Stock distributed by the Company pursuant to a stock
dividend or a stock split with respect to shares of Common Stock owned
by the participant and held in certificate form will be issued in
certificate form to the Participant, which additional shares will
participate in the reinvestment of dividends if the option to reinvest
on all shares was selected at the time of enrollment. (See Question 8).
Shares of Common Stock issued pursuant to a stock split or stock
dividend on shares held in the plan and allocated to the account of a
participant, will be automatically added to such account and will
automatically participate in the reinvestment of dividends.
33. How will a participant's shares held by the Plan Administrator be voted
at shareholder's meetings?
Each participant in the Plan will receive a voting authorization card on
which to indicate how the shares held by the Plan Administrator in such
participant's Plan account should be voted. The Plan Administrator will
vote at any annual or special meeting of shareholders full shares of
Common Stock held for each participant's account under the Plan in
accordance with the directions provided by the participant to the Plan
Administrator. Fractional interests will not be voted. In the event that
a participant provides no direction to the Plan Administrator, shares
held by the Plan Administrator for that participant under the Plan will
not be voted. If a participant also holds shares of Common Stock
registered in his or her own name, such participant will receive a
separate proxy card for those shares in connection with any meeting of
shareholders.
34. What is the responsibility of the Company and the Plan Administrator
under the Plan?
In administering the Plan, the Company and the Plan Administrator will
not be liable for any act done in good faith or for any good faith
omission to act including, without limitation, any claim of liability
arising out of failure to terminate a participant's Plan account upon
such participant's death or adjudicated incompetency prior to receipt of
notice in writing of such death or incompetency, or any claim with
respect to the timing or price of any purchase or sale.
PARTICIPANTS MUST RECOGNIZE THAT NEITHER THE COMPANY NOR THE PLAN
ADMINISTRATOR CAN ASSURE THEM OF A PROFIT OR PROTECT THEM AGAINST A LOSS
ON SHARES PURCHASED OR SOLD UNDER THE PLAN.
The Plan does not represent a change in the Company's dividend policy or
a guarantee of future dividends, which will continue to be determined by
the Board of Directors in light of the Company's earnings, financial
condition and other factors.
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35. May the Plan be changed or discontinued?
Although the Company intends to continue the Plan in the future, the
Company reserves the right to amend, suspend, modify or terminate the
Plan at any time. Written notice of any such amendment, suspension,
modification or termination will be sent by the Company to participants,
but the absence of notification will not affect the effectiveness of the
amendment, suspension, termination or modification.
If the Company terminates the Plan for the purpose of establishing
another dividend reinvestment and Common Stock purchase plan,
participants in the Plan will, if the Company so elects, be enrolled
automatically in such other plan and shares credited to their Plan
accounts will be credited automatically under such other plan unless
notice to the contrary is received.
The Company also reserves the right to terminate any shareholder's
participation in the Plan at any time.
36. How is the Plan to be interpreted?
The Plan, the Shareholder Authorization Form, and the participants' Plan
accounts shall be governed by and construed in accordance with the laws
of the State of Ohio and applicable state and federal securities laws,
and cannot be modified orally. Any question of interpretation arising
under the Plan will be determined by the Company and any such
interpretation will be final.
The Company may adopt rules and regulations for the administration of
the Plan.
37. What is sufficient notice to a participant?
Any notice or certificate which is to be given by the Plan Administrator
to a participant shall be in writing and shall be deemed to have been
sufficiently given for all purposes when deposited, postage prepaid, in
the United States mail, addressed to the participant at the
participant's address as it shall last appear on the Plan
Administrator's records.
38. Can successor Plan Administrators be named?
The Company may from time to time designate a successor Plan
Administrator under the Plan.
39. What are the income tax consequences of participation in the Plan?
The following summary sets forth the general federal income tax
consequences for an individual participating in the Plan. This
discussion is not, however, intended to be an exhaustive treatment of
such tax considerations. Future legislative changes or changes in
administrative or judicial interpretations, some or all of which may be
retroactive, could significantly alter the tax treatment discussed
herein. Accordingly, and because tax
14
<PAGE> 16
consequences may differ among participants in the Plan, each participant
is urged to consult his or her own tax advisor to determine the
particular tax consequences (including state income tax consequences)
that may result from participation in and the subsequent disposal of
shares purchased under the Plan.
In general, participants reinvesting dividends under the Plan have the
same federal income tax consequences with respect to their dividends as
do shareholders who are not participants in the Plan. On the dividend
payment date, participants will receive a taxable dividend equal to the
cash dividend reinvested, to the extent the Company has earnings and
profits. This treatment applies with respect to both the shares of
Common Stock held of record by such participants and such participants'
Plan account shares even though the dividend amount is not actually
received in cash but is instead applied to the purchase of shares of
Common Stock under the Plan.
Shares or any fractional interest thereof of Common Stock purchased from
the Company with reinvested dividends will have a tax basis equal to the
amount of such reinvested dividends. The shares or any fractional
interest thereof will have a holding period beginning on the day
following the purchase date.
Shares or any fractional interest thereof purchased with optional cash
investments will have a tax basis equal to the amount of such payments.
The holding period for such shares or fractional interest thereof will
begin on the day following the purchase date.
Participants will not recognize any taxable income when they receive
certificates for whole shares credited to their account, either upon
their request for such certificates or upon withdrawal from or
termination of the Plan. However, participants will recognize gain or
loss when whole shares acquired under the Plan are sold or exchanged
either through the Plan at their request or by the participants after
withdrawal from or termination of the Plan. Participants will also
recognize gain or loss when they receive cash payments for fractional
interests in shares credited to their account upon withdrawal from or
termination of the Plan. The amount of gain or loss will be the
difference between the amount a participant receives for his or her
whole shares or fractional interests and the tax basis for such shares.
Provided that the shares are capital assets in the hands of the
participant, the gain or loss will be a capital gain or loss, and will
be long-term or short-term depending on the holding period.
If a participant is a foreign shareholder whose dividends are subject to
United States income tax withholding, or a participating domestic
shareholder subject to backup withholding, the tax required to be
withheld will be deducted from the amount of cash dividends reinvested.
Since such withholding tax applies also to a dividend on shares credited
to the participant's Plan account, only the net dividend on such shares
will be applied to the purchase of additional shares of Common Stock.
The Company cannot refund amounts withheld. Participants subject to
withholding should contact their tax advisors or the IRS for additional
information.
15
<PAGE> 17
LEGAL OPINION
A legal opinion to the effect that the shares of Common Stock offered
hereby have been duly authorized and, upon issuance in accordance with the terms
of the Plan will be validly issued, fully paid and nonassessable, has been
rendered by Werner & Blank Co., L.P.A.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1998 have been audited by Crowe, Chizek and Company LLP,
independent auditors, as stated in their report which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
INDEMNIFICATION
Under the Company's Articles of Incorporation, as amended, directors and
officers of the Company are entitled to be indemnified to the fullest extent
permitted by law in connection with actual or threatened lawsuits or proceedings
arising out of their service to the Company or to another organization at the
request of the Company. With respect to indemnification of directors, officers
and controlling persons of the Company for liabilities arising under the
Securities Act of 1933, the Company has been informed that, in the opinion of
the Securities Exchange Commission, such indemnification is against public
policy as expressed in that Act and is therefore, unenforceable.
16
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of expenses (all but the
registration fee are estimates) of the Registrant in connection with the
issuance and sale of the shares of Common Stock being registered.
Registration fee $ 469.13
Printing $ 10,000.00
Blue Sky fees and expenses $ 2,000.00
Legal fees and expenses $ 15,000.00
Accounting fees and expenses $ 1,000.00
Miscellaneous $ 1,000.00
TOTAL $ 29,469.13
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Chapter 17 of the Ohio General Corporation Law provides that Ohio
corporations may indemnify an individual made a party to any threatened,
pending, or completed action, suit or proceeding whether civil, criminal,
administrative or investigative, because the individual is or was a director,
officer, employee or agent of the corporation, against liability incurred in the
proceeding if the person: (i) acted in good faith and (ii) the individual
believes his conduct was in the corporation's best interest or was not opposed
to the corporation's best interest.
Chapter 17 further provides that a corporation shall indemnify an
individual who was fully successful on the merits or otherwise in any proceeding
to which the director, officer, employee or agent was a party because the
individual was or is a director, officer, employee or agent of the corporation,
for reasonable expenses incurred by the director in connection with the
proceeding. Chapter 17 also provides that a corporation may purchase and
maintain insurance on behalf of the individual who is or was a director,
officer, employee or agent of the corporation or who, while a director, officer,
employee or agent of the corporation is or was serving at the request of the
corporation as a director, officer, partner, trustee, employer or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprises, against liability asserted against
or incurred by the individual in that capacity or arising from the individual
status as a director, officer, employee, or agent.
Registrant maintains a directors' and officers' liability insurance
policy, including reimbursement of Registrant, for the purpose of providing
indemnification to its directors and officers in the event of such a threatened,
pending or completed action.
II-1
<PAGE> 19
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See the Index to Exhibits of this Registration Statement on Form S-3.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) 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 thereof) which, individually or in the
aggregate, represent a fundamental change in the information 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.
(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.
The undersigned 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 that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 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 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 Delaware, State of Ohio, this 17th day of March,
1999.
DCB Financial Corp.
/s/ Larry D. Coburn
-------------------------------------
Larry D. Coburn
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Larry D. Coburn
- -----------------------------
Larry D. Coburn President, Chief Executive Officer March 16, 1999
and Director (Principal Executive
Officer)
/s/ Douglas A. Lockwood
- -----------------------------
Douglas A. Lockwood Acting Controller March 17, 1999
(Principal Accounting Officer)
/s/ C. William Bonner
- -----------------------------
C. William Bonner Director March 16, 1999
/s/ Jerome J. Harmeyer
- -----------------------------
Jerome J. Harmeyer Director March 16, 1999
/s/ Rodney B. Hurl
- -----------------------------
Rodney B. Hurl Director March 16, 1999
/s/ G. Edwin Johnson
- -----------------------------
G. Edwin Johnson Director March 16, 1999
/s/ Merrill L. Kaufman
- -----------------------------
Merrill L. Kaufman Director March 16, 1999
</TABLE>
[SIGNATURES CONTINUED ON NEXT PAGE]
II-3
<PAGE> 21
<TABLE>
<S> <C> <C>
/s/ Terry M. Kramer
- -----------------------------
Terry M. Kramer Director March 16, 1999
/s/ Vickie J. Lewis
- -----------------------------
Vickie J. Lewis Director March 16, 1999
/s/ William R. Oberfield
- -----------------------------
William R. Oberfield Director March 16, 1999
/s/ G. William Parker
- -----------------------------
G. William Parker Director March 16, 1999
/s/ Thomas T. Porter
- -----------------------------
Thomas T. Porter Director March 16, 1999
/s/ Edward Powers
- -----------------------------
Edward Powers Director March 16, 1999
/s/ Gary M. Skinner
- -----------------------------
Gary M. Skinner Director March 16, 1999
</TABLE>
II-4
<PAGE> 22
<TABLE>
EXHIBIT INDEX
<CAPTION>
Sequentially
Exhibit No. Exhibit Numbered Pages
- ----------- ------- --------------
<S> <C> <C>
4 Shareholder Authorization Form for use in II - 6
connection with the DCB Financial Corp. Dividend
Reinvestment and Stock Purchase Plan
5 Opinion of Werner & Blank Co., L.P.A. as to II - 8
validity of securities registered
23.1 Consent of Crowe, Chizek and Company LLP, II - 11
independent auditors for the Registrant
23.2 Consent of Werner & Blank Co., L.P.A., regarding *
opinion (contained in Exhibit 5)
</TABLE>
II-5
<PAGE> 1
EXHIBIT 4
---------
SHAREHOLDER AUTHORIZATION FORM
DCB FINANCIAL CORP.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
---------------------------------------------
1. DIVIDEND REINVESTMENT
(Check only one box - fill in amount where appropriate)
|_| a. Full Cash Dividend Reinvestment. I wish to reinvest under the Plan
cash dividends on all shares registered in my name.
|_| b. Partial Cash Dividend Reinvestment. I wish to have cash dividends
reinvested on _____________ shares personally held by me in certificate
form and on all Plan shares held in my name. I wish to have the balance
of my cash dividends mailed to me.
2. OPTIONAL CASH INVESTMENTS (minimum $100 and maximum $ 2,000 per calendar
quarter) (Check the box and fill in amount if you want to invest.)
|_| Cash Payment. Please buy shares with the enclosed check or money order
for $________ payable to Delaware County Bank and Trust Company.
To the extent I have so designated, I hereby elect to participate in the Plan
and authorize Delaware County Bank and Trust Company, as my agent, to apply cash
dividends and any optional cash investments received by it on my behalf to the
purchase of shares of DCB Financial Corp. Common Stock. I understand that all
dividends received on shares credited to my Plan account will be automatically
reinvested in DCB Financial Corp. Common Stock.
*
- -----------------------------------------------------------
Signature
*
- -----------------------------------------------------------
Signature
Date
-------------------------------------------------------
(PLEASE SIGN ABOVE EXACTLY AS NAME APPEARS ON REVERSE SIDE. IF SHARES ARE HELD
JOINTLY, EACH SHAREHOLDER MUST SIGN.
* Under penalties of perjury, I certify (1) that the number shown on the reverse
of this Form is my correct Taxpayer Identification Number and (2) that I am not
subject to backup withholding because: (a) I am exempt from backup withholding,
or (b) I have not been notified by the Internal Revenue Service (the "IRS") that
I am subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
II-6
<PAGE> 2
SHAREHOLDER AUTHORIZATION FORM
DCB FINANCIAL CORP.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
- ---------------------------------------------
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------------------
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
- -------------------------------------------------------------------------------------------------
NAME(S) EXACTLY AS SET FORTH ON YOUR STOCK CERTIFICATE
- -------------------------------------------------------------------------------------------------
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
- -------------------------------------------------------------------------------------------------
ADDITIONAL SPACE FOR NAME(S) IF NECESSARY
- -------------------------------------------------------------------------------------------------
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
- -------------------------------------------------------------------------------------------------
STREET ADDRESS
- -------------------------------------------------------------------------------------------------
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
- -------------------------------------------------------------------------------------------------
CITY STATE ZIP CODE
- ----------------------- --------------------- |_| I am a U.S. Citizen or Resident Alien
| | | |-| | |-| | | | | | | |-| | | | | | | |
- ----------------------- --------------------- |_| I am a Nonresident Alien
SOCIAL SECURITY NUMBER EMPLOYER IDENTIFICATION
(TO BE COMPLETED IF THE NUMBER (TO BE COMPLETED
SHAREHOLDER IS AN IF THE SHAREHOLDER IS
INDIVIDUAL. IF SHARES NOT AN INDIVIDUAL.)
ARE HELD JOINTLY, THE
SOCIAL SECURITY NUMBER
SHOULD BE THAT OF THE
FIRST PERSON LISTED ON
THE STOCK CERTIFICATE.)
</TABLE>
BE SURE TO COMPLETE BOTH SIDES OF THIS FORM.
MAIL TO DELAWARE COUNTY BANK AND TRUST COMPANY, ATTN: SHAREHOLDER RELATIONS
41 N. SANDUSKY STREET, DELAWARE, OH 43015
II-7
<PAGE> 1
EXHIBIT 5
March 30, 1999
DCB Financial Corp.
41 N. Sandusky
Delaware, OH 43015
Re: Dividend Reinvestment and Stock Purchase Plan - Issuance of Shares
Gentlemen:
This letter is written in connection with the Registration Statement on
Form S-3 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), for the purpose of registering 100,000 shares
(the "Shares") of common stock, no par value (the "Common Stock"), of DCB
Financial Corp. (the "Company"), to be offered and sold pursuant to the
Company's Dividend Reinvestment and Stock Purchase Plan (the "Plan").
For purposes of rendering the opinion expressed below, I have examined
and relied upon originals, or copies certified to my satisfaction, of such
records, documents, certificates of public officials and officers of the
Company, and other documents and instruments as I have deemed appropriate.
In conducting my examination, I have assumed, without investigation, the
genuineness of all signatures, the correctness of all certificates, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies, and the accuracy
and completeness of all records made available to me by the Company. In
rendering my opinion below, I have assumed, without investigation, that any
certificate or other document on which I have relied that was given or dated
earlier than the date of this letter continued to remain accurate insofar as
relevant to such opinion, from such earlier date through and including the date
of this letter. In addition, I have assumed, without investigation, the accuracy
of the representations and statements as to factual matters made in the
Registration Statement and in the prospectus to be delivered to each shareholder
and employee of the Company participating in the Plan (the "Prospectus"), and
the accuracy of representations and statements as to factual matters made by the
officers and employees of the Company and public officials.
The opinion expressed below is subject, without investigation, to the
following assumptions:
II-8
<PAGE> 2
DCB Financial Corp.
March 30, 1999
Page 2
A. The Registration Statement will become automatically effective on the
day of the filing thereof with the Commission pursuant to Rule 462 under the
Securities Act, and, together with any subsequent amendments thereto, will
continue to remain effective under the Securities Act, throughout all periods
relevant to the opinion expressed below.
B. The Prospectus will fulfill, and, together with any subsequent
amendments or supplements thereto, will continue to fulfill all of the
requirements of the Securities Act, throughout all periods relevant to the
opinion expressed below.
C. The resolutions of the board of directors authorizing the adoption of
the Plan, any amendment to the Plan, or the offer, sale and issuance of the
Shares pursuant to the Plan, (the "Authorizing Resolutions") will not be revoked
or rescinded, and no amendment, modification, or other alteration of the
Authorizing Resolutions will cause such resolutions, as amended, to deviate
materially in substance from the provisions of the Authorizing Resolutions as in
effect on the date hereof.
D. All offers, sales and issuances of the Shares will be made in a manner
(i) which complies with the terms, provisions and conditions described in the
Prospectus and any amendments or supplements to the Prospectus, and (ii) which
is within the scope of the Authorizing Resolutions.
E. All offers, sales and issuances of the Shares will be made in
accordance with the terms, provisions, and conditions of the Plan.
F. All offers, sales and issuances of the Shares will comply with the
securities laws of the states having jurisdiction thereover.
G. At all times relevant to the opinion set forth below, the Company has
been and will remain in good standing in Ohio and in each foreign jurisdiction
where qualification is required.
H. No subsequent amendment, modification or other alteration of the Plan,
the Prospectus or the Registration Statement will cause the terms, provisions
and conditions relating to the offer, sale and issuance of the Shares pursuant
thereto to deviate materially in substance from said terms, provisions and
conditions as described therein on the date hereof.
The opinion expressed below is subject to the following qualifications:
(a) The opinion expressed below is limited to the matters expressly set
forth in this opinion letter, and no opinion is to be implied or may be inferred
beyond the matters expressly so stated.
II-9
<PAGE> 3
DCB Financial Corp.
March 30, 1999
Page 3
(b) I disclaim any obligation to update this opinion letter for events
occurring after the date of this opinion letter.
(c) The opinion expressed below is limited to the effect of the General
Corporation Law of the State of Ohio; accordingly, no opinion is expressed with
respect to the laws of any other jurisdiction, or the effect thereof, on the
offer, sale or issuance of the Shares.
Based upon and subject to the foregoing, I am of the opinion that the
Shares, when issued, will be validly issued, fully paid and nonassessable.
* * *
I hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement. This opinion letter is rendered solely for your
benefit in connection with the Registration Statement. Except as provided in
this opinion letter, without my prior written consent, this opinion letter may
not be: (i) relied upon by any other person or for any other purpose; (ii)
quoted in whole or in part or otherwise referred to in any report or document;
or (iii) furnished (the original or copies thereof) to any other person.
Sincerely,
/s/ Werner & Blank Co., L.P.A.
Werner & Blank Co., L.P.A.
II-10
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation in this Registration Statement of DCB Financial
Corp (the "Company") on Form S-3, of our report dated February 5, 1999 on the
1998 consolidated financial statements of the Company, which report is included
in the Company's Annual Report on Form 10-K for the year ended December 31,
1998. We also consent to the reference to our firm under the heading "Experts"
in the prospectus, which is part of this Registration Statement.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Columbus, Ohio
March 26, 1999
II-11
