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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DCB FINANCIAL CORP.
(Exact Name of Registrant as specified in its Charter)
OHIO 31149837
(State of Incorporation) (IRS Employer Identification No.)
41 N. SANDUSKY STREET
DELAWARE, OHIO 43015
(Address of principal executive offices, including zip code)
DCB FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
MR. LARRY D. COBURN
DCB FINANCIAL CORP.
41 N. SANDUSKY STREET
DELAWARE, OHIO 43015
(740) 363-1133
(Name, address and telephone number of agent for service)
COPIES TO:
EDWIN L. HERBERT, ESQ.
WERNER & BLANK CO., L.P.A.
7205 WEST CENTRAL AVENUE
TOLEDO, OHIO 43617
(419) 841-8051
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered(1) per Share(2) Price(2) Registration Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 100,000 $15.8125 $1,581,250 $440.00
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares of common stock, no par value ("Common
Stock"), of DCB Financial Corp. (the "Company" or "Registrant") registered
hereby as a result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h) under the Securities Act of 1933,
("Securities Act"), based upon the average of the bid and asked price for the
Common Stock on November 16, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
(b) All reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since the
end of the fiscal year covered by the Form 10-K referred to in clause (a) above.
(c) The description of the Common Stock of the Company contained in the
Company's Form 8-B filed on April 15, 1997.
(d) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable because the Common Stock is registered under Section 12
of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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
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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.
The Company's Articles of Incorporation provide that directors and
officers of the Company are entitled to be indemnified to the fullest extent
permitted by law in connection with their service to the Company or to another
organization at the request of the Company.
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable because no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
<TABLE>
<CAPTION>
Number Exhibit
<S> <C>
4* Amended and Restated Articles of Incorporation of DCB Financial Corp.
5 Opinion of Werner & Blank Co., L.P.A. as to the legality of the securities
23.1 Consent of Werner & Blank Co., L.P.A.
(contained in the opinion included as Exhibit 5)
23.2 Consent of Crowe, Chizek and Company LLP
</TABLE>
* Incorporated by reference to the Registrant's filing on Form S-4 on November
5, 1996. (File No. 333-15579).
ITEM 9. UNDERTAKINGS.
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 in 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, and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that
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clauses (i) and (ii) do not apply if the information required to be included in
a post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering hereof.
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.
4. That, for the 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 Exchange Act 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.
5. 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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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 Delaware, State of Ohio, on August 17, 1999.
By: /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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Larry D. Coburn
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Larry D. Coburn President, Chief Executive Officer
and Director
(Principal Executive Officer) August 17, 1999
/s/ Douglas A. Lockwood
- -------------------------------------
Douglas A. Lockwood Acting Controller
(Principal Accounting Officer) August 17, 1999
/s/ C. William Bonner
- -------------------------------------
C. William Bonner Director August 17, 1999
/s/ Jerome J. Harmeyer
- -------------------------------------
Jerome J. Harmeyer Director August 17, 1999
/s/ Rodney B. Hurl
- -------------------------------------
Rodney B. Hurl Director August 17, 1999
/s/ G. Edwin Johnson
- -------------------------------------
G. Edwin Johnson Director August 17, 1999
/s/ Merrill L. Kaufman
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Merrill L. Kaufman Director August 17, 1999
/s/ Terry M. Kramer
- -------------------------------------
Terry M. Kramer Director August 17, 1999
- -------------------------------------
Vickie J. Lewis Director August 17, 1999
</TABLE>
[SIGNATURES CONTINUED ON
NEXT PAGE]
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<TABLE>
<S> <C> <C>
/s/ William R. Oberfield
- ---------------------------------------
William R. Oberfield Director August 17, 1999
/s/ G. William Parker
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G. William Parker Director August 17, 1999
/s/ Thomas T. Porter
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Thomas T. Porter Director August 17, 1999
/s/ Edward Powers
- ---------------------------------------
Edward Powers Director August 17, 1999
/s/ Gary M. Skinner
- ---------------------------------------
Gary M. Skinner Director August 17, 1999
</TABLE>
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EXHIBIT INDEX
<TABLE>
<S> <C>
4* Amended and Restated Articles of Incorporation of Registrant
5 Opinion of Werner & Blank Co., L.P.A. as to validity of
securities registered
23.1 Consent of Werner & Blank Co., L.P.A., regarding opinion
(contained in Exhibit 5)
23.2 Consent of Crowe, Chizek and Company LLP, independent auditors
for the Registrant
</TABLE>
* Incorporated by reference to the Registrant's filing on Form S-4 on November
5, 1996 (File No. 333-15579)
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EXHIBIT 5
November 17, 1999
DCB Financial Corp.
41 N. Sandusky
Delaware, OH 43015
Re: Employee Stock Purchase Plan - Issuance of Shares
Gentlemen:
This letter is written in connection with the Registration Statement on
Form S-8 (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 Employee 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.
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DCB Financial Corp.
November 17, 1999
Page 2
The opinion expressed below is subject, without investigation, to the
following assumptions:
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.
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DCB Financial Corp.
November 17, 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.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation in this Registration Statement of DCB
Financial Corp. (the "Company") on Form S-8, of our report dated February 5,
1999 on the Company's consolidated financial statements appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Columbus, Ohio
November 15, 1999
