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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
FOR REGISTRATION OF SECURITIES PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 28, 1998
COMBANC, INC.
(SUCCESSOR ISSUER TO THE COMMERCIAL BANK)
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
34-1853493
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(Commission File Number) (I.R.S. Employer Identification No.)
230 E. SECOND STREET, DELPHOS, OHIO 45833
(Address of principal executive offices, including Zip Code)
(419) 695-1055
(Registrant's telephone number, including Area Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENT
On April 13, 1998, shareholders of The Commercial Bank (the "Bank")
approved a Merger Agreement ("Agreement") pursuant to which ComBanc,Inc. (the
"Company") acquired all of the outstanding stock of the Bank as a result of the
exchange of shares between the shareholders of the Bank and the Company. After
the share exchange which became effective on August 31, 1998, the Bank survived
as a wholly-owned subsidiary of the Company and continues its operations as The
Commercial Bank. Under the terms of the Agreement, each one of the existing
outstanding shares of the Bank's common stock was exchanged for two of the
Company's common shares so that each existing shareholder of the Bank became a
shareholder of the Company, owning the same number and percentage of shares in
the Company as the Bank. The shares of the Company issued in connection with
the transaction were not registered under the Securities Act of 1933, as
amended (the "Act"), in reliance upon the exemption from registration set
forth in Section 3(a)(12) of the Act.
As a result of the transaction described above, the Company is the
successor issuer to the Bank pursuant to Rule 12g-3 promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"). The Bank is subject to
the informational requirements of the Exchange Act and in accordance with
Section 12(I) thereof has timely filed reports and other information with the
Board of Governors of the Federal Reserve System ("FRS"). Such reports and
other information filed by the Bank with the FRS may be examined without charge
at, or copies obtained upon payment of prescribed fees from, the Securities
Disclosure Division, Board of Governors of the Federal Reserve System, Stop
153A, Washington, D.C. 20551.
This Form 8-K is being filed by the Company as notice that it is the
successor issuer to the Bank and thereby subject to the informational
requirements of the Exchange Act, and the rules and regulations promulgated
thereunder, and in accordance therewith will file reports and other information
with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company, as registrant, has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
COMBANC, INC.
Dated: September 28, 1998 By: /s/ Paul G. Wreede
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Paul G. Wreede, President
