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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 1999.
REGISTRATION NO. 333-88863
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT 3 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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OHIO LEGACY CORP
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
Ohio 6021 34-1903890
- ---------------------------- ---------------------------- -------------------
(State or other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification No.)
Organization)
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OHIO LEGACY CORP
305 WEST LIBERTY STREET
WOOSTER, OHIO 44691
(330) 262-0437
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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L. DWIGHT DOUCE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
OHIO LEGACY CORP
305 WEST LIBERTY STREET
WOOSTER, OHIO 44691
(330) 262-0437
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
M. PATRICIA OLIVER, ESQ. JEFFREY M. WERTHAN, P.C.
SQUIRE, SANDERS & DEMPSEY L.L.P. SILVER, FREEDMAN & TAFF L.L.P.
4900 KEY TOWER, 127 PUBLIC SQUARE 1100 NEW YORK AVE., N.W., SUITE 700
CLEVELAND, OHIO 44114-1304 WASHINGTON, DC 20005-3934
(216) 479-8500 (202) 414-6100
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Approximate date of proposed sale to public:
As soon as practicable after the effective date of this Registration Statement.
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If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
CLASS OF SECURITIES TO BE REGISTERED REGISTERED SECURITY PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Shares, without par value(1)......... 1,200,000 $10 $12,000,000 $3,336.00(2)
Warrants(3)................................. 150,000
Common Shares, without par value(4)......... 150,000 $10 $ 1,500,000 $ 396(5)
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</TABLE>
(1) The existing 1,200,000 Shares represent the shares offered to the
public in the offering.
(2) We previously paid the $3,336 with our initial filing on October 13, 1999.
(3) Warrants will be awarded to the organizers and each warrant may be used to
purchase common stock in the future at $10 per share.
(4) The 150,000 shares represent the shares underlying the warrants granted
to the organizers.
(5) We previously paid the $396 with our filing of Amendment 2 on December 14,
1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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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 SB-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wooster and State of Ohio on December 15, 1999.
OHIO LEGACY CORP
By: /s/ L. Dwight Douce
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L. Dwight Douce,
Chief Executive Officer and
President
(Principal Executive and Accounting
Officer)
SIGNATURE: TITLE:
/s/ L. Dwight Douce President, Chief Executive Officer
- --------------------------- and Director
L. Dwight Douce
/s/ Gregory Long Director
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Gregory Long*
/s/ Michael Meenan Director
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Michael Meenan*
/s/ Daniel H. Plumly Director
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Daniel H. Plumly*
/s/ D. William Allen Director
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D. William Allen*
/s/ Robert Belden Director
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Robert Belden*
/s/ J. Edward Diamond Director
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J. Edward Diamond*
/s/ Thomas Schervish Director
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Thomas Schervish*
/s/ Scott Fitzpatrick Director
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Scott Fitzpatrick*
*By L. Dwight Douce pursuant to a power of attorney dated September 30, 1999.
II-4
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EXHIBIT INDEX
Exhibit
No. Description
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1 Form of Sales Agency Agreement.
3.1 Amended and Restated Articles of Incorporation.
3.2 Code of Regulations.
4.1 See Pages 1 through 9 of Exhibit 3.1 for provisions defining the
rights of the holders of common shares.
4.2 Form of Ohio Legacy Corp common share certificate.
5.1 *Opinion of Squire, Sanders & Dempsey L.L.P.
10.1 Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan.
10.2 Employment Agreement dated November 29, 1999 by and among Ohio Legacy
Corp, Ohio Legacy Bank and L. Dwight Douce.
10.3 Employment Agreement dated November 29, 1999 by and among Ohio Legacy
Corp, Ohio Legacy Bank and Steven G. Pettit.
10.4 Lease Agreement dated August 24, 1999 by and between Jack K. and
Heidi M. Gant and Ohio Legacy Corp.
10.5 Lease Agreement dated November 30, 1999 by and between Schoeppner
Properties and Ohio Legacy Corp.
10.6 Escrow Agreement by and among Champaign National Bank & Trust, Ohio
Legacy Corp, and Charles Webb & Company (incorporated by reference to
Appendix B of Ohio Legacy's Registration Statement on form SB-2, No.
333-88863.)
10.7 Form Stock Purchase Warrant
21 List of subsidiaries of Ohio Legacy Corp.
23.1 Consent of Squire, Sanders & Dempsey L.L.P. (see Exhibit 5).
23.2 Consent of Crowe, Chizek and Company L.L.P.
23.3 Consent of Young & Associates.
24 Power of Attorney.
27 Financial Data Schedule.
* Filed with this amendment.
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EXHIBIT 5.1
SQUIRE, SANDERS & DEMPSEY L.L.P.
4900 KEY TOWER
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114-1304
December 14, 1999
Ohio Legacy Corp
305 West Liberty Street
Wooster, Ohio 44691
Ladies and Gentlemen:
Reference is made to Amendment No. 2 to the Registration Statement on
Form SB-2 ("Registration Statement") to be filed by Ohio Legacy Corp with the
Securities and Exchange Commission on December 14, 1999 with respect to the
issuance of up to 1,350,000 of its common shares, no par value ("Common
Shares"). We are familiar with the Registration Statement, and we have examined
such documents and certificates and considered such matters of law as we deemed
necessary for the purpose of rendering this opinion.
Based upon the foregoing, we are of the opinion that the Common Shares
to be offered pursuant to the Registration Statement, when issued in accordance
with the provisions thereof, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
Squire, Sanders & Dempsey L.L.P.
