As filed with the Securities and Exchange commission on February 26, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FARMERS NATIONAL BANC CORP.
(Exact name of registrant as specified in its charter)
Ohio 34-1371693
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
20 South Broad Street
Canfield, OH 44406
(330)533-3341
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Frank L. Paden It is requested that copies of
President and Secretary communications be sent to:
Farmers National Banc Corp. Charles D. Niehaus
20 South Broad Street Bischoff, Kenney & Niehaus
Canfield, OH 44406 5630 N. Main Street
(330)533-3341 Sylvania, OH 43560
(419)882-0594
(Name, address, including zip code, and telephone
number,including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: From time to time after the effective date of this
Registration Statement.
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 to
be 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. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462 (b) under the Securities Act,
please 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, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the
same offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Amount Maximum Maximum
Title of each Class of to be Offering Price Aggregate Amount of
Securities to be Registered Registered (1) Per Share (2) Offering Price (2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $0.00 par value 250,000 shares $23.687 $5,921,750 $1,794.29
<FN>
(1) The shares registered on this form are in addition to the
shares previously registered.
(2) Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457 (c) under based on
the average of the bid and asked price of the Common Stock as of
February 26, 1997.
</FN>
</TABLE>
PROSPECTUS
250,000 SHARES
FARMERS NATIONAL BANC CORP.
COMMON STOCK
(NO PAR VALUE)
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan (the "Plan") of Farmers National
Banc Corp. (the "Corporation") provides a convenient and
economical way for the Corporation's shareholders to purchase
additional shares of the Corporation's no par value Common Stock
(the "Common Stock").
On January 14, 1997, the Board of Directors amended the
Dividend Reinvestment Plan. The most significant amendment now
allows the Corporation to enter into the open market to acquire
Common Stock for issuance under the Plan. (see "Purchase of
Shares", "Cost to Participants").
Under the Plan, shares of the Corporation will be purchased
using dividend proceeds. The Shares will be purchased in the
open market (if available) and directly from the Corporation.
The purchase price of the Common Stock purchased from the
Corporation will be the weighted average purchase price reported
in the market of the Corporation's shares since the preceding
Dividend Payment Date. The purchase price for shares of Common
Stock purchased in the open market will be the cost (including
brokerage commissions) to the Agent of such purchases. The
purchase price per share to all participants will be based upon
the weighted average of the prices of all shares purchased.
As of the date of this Prospectus, there is no established
public trading market for the Common Stock of the Corporation.
Shares of the Corporation's Common Stock are not traded on any
national or regional exchange or in the over-the-counter market.
A local brokerage firm ordinarily attempts to match buyers and
sellers of the Corporation's stock when it receives buy or sell
orders from its customers, but trading is not active. In
addition, there are occasional trades through other brokerage
firms or as a result of private transactions not involving any
broker or dealer.
Farmers National Bank of Canfield (the "Bank"), a wholly-owned
subsidiary of the Corporation, has been designated as the
Administrator of the Plan.
This Prospectus relates to 250,000 shares of no par value
Common Stock of the Corporation registered for purchase under
the Plan. Included in the total number of shares to be
registered are 164,544 shares of Common Stock held in the
Corporation's Treasury. It is suggested that this Prospectus be
retained for future reference.
The Common Stock of the Corporation offered hereby is not the
obligation of or guaranteed or endorsed by any bank. It does
not constitute a bank deposit. It is not federally insured or
protected by the U.S. Government, the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other
governmental agency. Investment in Common Stock of the
Corporation, as with any investment in Common Stock, involves
investment risks, including the possible loss of principal.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS FEBRUARY 26, 1997
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SECURITIES COVERED BY THIS
PROSPECTUS IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM,
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PERSON
HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE CORPORATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY
CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE
AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF. THIS
PROSPECTUS RELATES TO 250,000 SHARES OF COMMON STOCK OF THE
CORPORATION REGISTERED FOR SALE UNDER THE PLAN.
TABLE OF CONTENTS
AVAILABLE INFORMATION 3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 3
THE CORPORATION 4
DESCRIPTION OF THE PLAN 4
PURPOSE 4
ADVANTAGES OF THE PLAN 5
ADMINISTRATION OF THE PLAN 5
ELIGIBILITY 6
ENTRY INTO THE PLAN 6
AUTHORIZATION FORM 6
COMMENCEMENT OF DIVIDEND REINVESTMENT 7
SUPPLEMENTAL INVESTMENTS 7
PAYMENT FOR DIVIDENDS BY THE CORPORATION TO THE BANK 8
PURCHASE OF SHARES 9
PRICE OF SHARES 9
ALLOCATION OF SHARES 10
COST OF PARTICIPATION 10
REPORTS TO PARTICIPANTS 10
ISSUANCE OF CERTIFICATES TO PARTICIPANTS 10
GIFT/TRANSFER OF SHARES WITHIN THE PLAN 11
STOCK DIVIDENDS AND STOCK SPLITS 11
VOTING OF SHARES HELD UNDER THE PLAN 11
WITHDRAWAL FROM THE PLAN 12
AMENDMENT AND TERMINATION OF PLAN 12
FEDERAL INCOME TAX CONSEQUENCES 13
RESPONSIBILITY OF THE CORPORATION AND THE BANK
UNDER THE PLAN 14
CORRESPONDENCE REGARDING THE PLAN 14
USE OF PROCEEDS 14
TRADING MARKET 14
DESCRIPTION OF COMMON STOCK 15
LEGAL OPINION 16
EXPERTS 16
INDEMNIFICATION 16
AVAILABLE INFORMATION
Farmer's National Banc Corp. (the "Corporation") is subject to
the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information filed by
the Corporation can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's
regional offices at 7 World Trade Center, 13th Floor, New York,
New York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material may be obtained by
mail from the Public Reference Section of the Commission, 450
Fifth Street, N.W. Washington, D.C. 20549 at prescribed rates.
The Commission maintains a Web site that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission. The
address of such site is http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents and information filed by the
Corporation with the Commission are hereby incorporated by
reference in this Prospectus:
(i) Annual Report on Form 10-K filed for its most recent fiscal year;
(ii) Quarterly Reports on Form 10-Q filed since its most recent Annual
Report on Form 10-K;
(iii) Proxy Statement filed in connection with its most recent Annual
Meeting of Stockholders; and
All documents subsequently filed by the Corporation 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 by reference into
this Prospectus 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 herein
shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein,
or in any subsequently filed document which also is or is deemed
to be incorporated by reference herein, 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 Corporation will provide upon oral or written request and
without charge to each person to whom this Prospectus is
delivered a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such
documents). Written requests should be directed to:
Farmers National Bank of Canfield
20 South Broad Street
Canfield, Ohio 44606
Attn: Carl D. Culp, Executive Vice President and Chief Financial Officer
(330)533-3341
THE CORPORATION
The Corporation is a one-bank holding company registered under
the Bank Holding Company Act of 1956, as amended. The only
subsidiary is The Farmers National Bank of Canfield (the
"Bank"), which was acquired on March 31, 1983. The Corporation
and its subsidiary operate in one industry, domestic banking.
The Corporation conducts no business activities except for
investment in securities permitted under the Bank Holding
Company Act. Bank holding companies are permitted under
Regulation Y of the Board of Governors of the Federal Reserve
System to engage in other activities such as leasing and
mortgage banking.
The executive office of the Corporation is located at 20 South
Broad Street, P.O. Box 555, Canfield, Ohio, 44406 (Telephone
(330)533-3341).
The Amended Dividend Reinvestment Plan (the "Plan") of
Farmers National Banc Corp. (the "Corporation") is set forth
below in its entirety:
DESCRIPTION OF THE PLAN
Purpose
The purpose of the Plan is to provide record holders of the
Corporation's Common Stock with a convenient and economical
method of purchasing additional shares of Common Stock by
automatically reinvesting the cash dividends received on their
shares of Common Stock. The Plan also provides, with discretion
and approval of the Board of Directors, to permit shareholders
of record who become participants in the Plan to make optional
cash payments of a maximum of $1,000 per calendar quarter for
investment in Common Stock. Shares of Common Stock to be
purchased under the Plan may be made available by the
Corporation from treasury shares, authorized but unissued shares
or may be purchased for participants in the open market, at the
Corporation's option. See "Purchase of Shares." Shares of
Common Stock purchased from the Corporation's treasury shares or
authorized but unissued shares will provide the Corporation with
additional funds for general corporate purposes. The
Corporation will receive no proceeds from purchases by the Plan
of any shares in the open market. The Board of Directors can
limit or suspend the Plan at any time, in its discretion.
Advantages of the Plan
During implementation of the Plan, at the Board's
discretion, Shareholders of record who enroll in the Plan will
have all cash dividends on their shares of Common Stock
automatically reinvested in shares of Common Stock. The price
of all shares of Common Stock purchased under the Plan will be
based on the market value of the shares. Participants in the
Plan will not incur any brokerage commissions, fees or service
charges in connection with purchases of shares from the
Corporation under the Plan. Participants in the Plan will incur
brokerage commission, fees or service charges in connection with
purchase of shares on the open market under the plan. The Plan
permits cash dividends to be fully invested because fractions of
shares, as well as full shares, of Common Stock are credited to
participants' accounts under the plan. In addition, cash
dividends paid on whole shares, and any fraction of a share, of
Common Stock credited to a participant's account are reinvested
in the same manner.
Participants in the Plan may have the opportunity to make
optional cash payments to the Plan, up to a maximum of $1,000
per calendar quarter, to be invested in shares of Common Stock
in the same manner as reinvested dividends. The Board of
Directors may further limit such cash payments on a per investor
or pro-rata per share basis. See "Supplemental Investments."
Shareholders are cautioned that the Plan does not represent a
change in the Corporation's dividend policy or a guarantee of
future dividends, which will continue to depend upon the
Corporation's earnings, financial requirements and other factors.
Administration of the Plan
The Corporation will appoint an independent agent from time to
time (the "Agent"), to execute purchases and sales of Common
Stock on behalf of the Plan and its participants. The Agent
will be a registered broker-dealer or bank as defined in Section
3(a) (5) of the Securities Exchange Act of 1934. The Agent will
not be an affiliate of the Corporation, and neither the
Corporation nor any affiliate of the Corporation will exercise
any direct or indirect control or influence over the times when
or the prices at which, the Agent may purchase the Corporation's
Common Stock for the Plan, the amount of Common Stock to be
purchased, or the manner in which the Common Stock is to be
purchased. The Farmers National Bank of Canfield, a banking
corporation organized under the laws of the State of Ohio and a
wholly-owned subsidiary of the Corporation will administer the
Plan for participants, keep records, send statements of account
to Participants and perform other clerical and ministerial
duties relating to the plan (the "Bank"). Shares of Common
Stock purchased under the Plan are registered in the name of the
Bank or its nominee, as custodian and credited to participants'
accounts under the Plan.
Although shares purchased under the Plan are registered in the
name of the Bank or its nominee, shareholders will continue to
hold their current shares in their own names and should not
transfer any shares to the Bank.
Eligibility
All record holders of shares of Common Stock are eligible to
participate in the Plan, except as described in this section.
The Corporation reserves the right to deny participation in the
Plan to any shareholder who resides in a jurisdiction having
laws or regulations that impose conditions upon the Plan which
are unacceptable to the Corporation, or who fails to provide
documentation acceptable to the Corporation of his or her state
or country (if other than the United States) of residence.
Consequently, the Plan may not be available to shareholders who
live in certain states or in countries other than the United
States. A shareholder of record who wishes to participate in
the Plan must certify his or her state or country of residence
in the Authorization Form accompanying this Prospectus and agree
to notify the Bank if such state or country of residence
changes. Upon receipt of the Authorization Form, the Bank will
notify the shareholder within a reasonable time if the Plan is
not available in the state or country in which the shareholder
resides.
Entry Into the Plan
A holder of record of shares of Common stock may enroll in the
Plan at any time by completing and signing the enclosed
Authorization Form and returning it to the Bank. Once enrolled
in the Plan, a participant will continue to be enrolled without
further action, unless the participant moves to a state or
country in which the Plan is not available or gives written
notice to the Bank that the participant wishes to withdraw from
participation. See "Withdrawal from the Plan."
Authorization Form
The Authorization Form authorizes the Bank to receive (or pay
over to the Agent if shares will be purchased in the open
market) the participating shareholder's cash dividends on all or
a portion of shares of Common Stock registered in the
participant's name and the shares credited to the participant's
account under the Plan, and directs the Bank (or Agent if shares
will be purchased in the open market) to invest such dividends
in shares of Common Stock under the Plan.
A participant may elect to reinvest cash dividends paid on
all or a portion of the shares of Common Stock held of record by
the participant in the Plan or credited to the participant's
account under the Plan, by designating the participant's
election on the Authorization Form. Participants electing
partial reinvestment of cash dividends must designate the number
of whole shares for which they want to receive cash dividends.
Dividends paid on all other shares held of record by the
participant and all shares credited to the participant's account
under the Plan will be reinvested in additional shares of Common
Stock.
Reinvestment levels may be changed from time to time as a
participant desires by submitting a new Authorization Form to
the Bank. To be effective with respect to a particular Dividend
Record Date, any such change must be received by the Bank before
such Dividend Record Date.
If a participant specifies full reinvestment, cash dividends
paid on shares of Common Stock held of record by the participant
in the Plan and all shares credited to the participant's account
under the Plan will be reinvested in additional shares of Common
Stock. If a participant specifies partial reinvestment, that
portion of such dividend payment not being reinvested will be
sent to the participant by check or direct deposit in the usual
manner.
A beneficial owner of shares of Common Stock whose shares are
registered in the name of a bank, broker or nominee and who
wishes to participate in the Plan must become a shareholder of
record by having the shares transferred into his or her own name.
Commencement of Dividend Reinvestment
Record dates for determining the record holders of Common
Stock entitled to receive cash dividends declared on the Common
Stock ("Dividend Record Dates") are chosen from time to time by
the Corporation's Board of Directors and are customarily in the
months of March, June, September and December of each year (the
"Dividend Months") . If a shareholder's Authorization Form is
received by the Bank before a Dividend Record Date, the
reinvestment of the shareholder's dividends will commence with
the payment of that dividend ("Dividend Payment Date"). If the
Authorization Form is received by the Bank on or after such
Dividend Record Date, the reinvestment of dividends will not
start until the next Dividend Payment Date. Dividend Record
Dates will vary from time to time, and may be chosen in months
other than March, June, September and December. A shareholder
can minimize the possibility of missing a desired entry date by
delivering an Authorization Form to the Bank before the first
day of a Dividend Month in which the shareholder desires to
commence participation in the Plan.
Supplemental Investments
Participants in the Plan may invest in shares of Common stock
under the Plan by making optional cash payments ("Supplemental
Investments"). The Board of Directors may limit the aggregate
amount of Supplemental Investments as well as individual
Supplemental Investments. Such limits will be established with
notice provided to participants prior to a Dividend Record Date.
A participant's Supplemental Investments may not however exceed
$1,000 per calendar quarter (any three-month period ending March
31, June 30, September 30 or December 31).
Supplemental Investments must be received by the Bank no later
than three business days prior to a Dividend Record Date to be
invested on the Dividend Payment Date. Otherwise, the
Supplemental Investment will be held by the Bank and invested on
the next Dividend Payment Date. See "Purchase of Shares."
Shares of Common Stock purchased with Supplemental Investments
will be held, and the dividends from such shares will be
reinvested, in the same manner as all other shares purchased
through the Plan.
A shareholder may make an initial Supplemental Investment by
enclosing a check or money order with the Authorization Form
when enrolling. Thereafter, Supplemental Investments may be
made by forwarding a check or money order to the Bank together
with a payment form which will accompany each statement of
account. All checks and money orders for Supplemental
Investments should be made payable to "Farmers National Bank of
Canfield, Administrator for the Farmers National Banc Corp.
Dividend Reinvestment Plan." Participants in the Plan have no
obligation to make Supplemental Investments, and may cease or
resume making Supplemental Investments at any time.
NO INTEREST WILL BE PAID ON AMOUNTS HELD PENDING SUPPLEMENTAL
INVESTMENTS. Investors should transmit Supplemental Investments
so as to reach the Bank shortly (but not less than three
business days) before a Dividend Record Date.
Supplemental Investments received by the Bank will be
transmitted to a segregated escrow account for the benefit of
the participants. The escrow account will not be subject to any
liens, any creditor claims, any bankruptcy proceedings if the
Corporation files for bankruptcy, or any other claims against
the Corporation. Supplemental Investment will be transmitted to
the escrow account by the opening of business on the next
business day if the funds are received before noon, and by noon
of the next business day if the funds are received after noon.
If shares of Common Stock are not purchased within 30 days of
the Dividend Payment Date, the Bank will mail to each
participant a check in the amount of any such unapplied
Supplemental Investments, without interest. See "Purchase of
Shares."
Any Supplemental Investment will be refunded if a written
request for a refund is received by the Bank no later than 48
hours prior to the Dividend Payment Date on which the
Supplemental Investment would otherwise be invested. However,
no refund of a check or money order will be made until the funds
have been actually received by the Bank. Accordingly, such
refunds may be delayed several weeks from the original date of
the request.
The Corporation, by its Board of Directors and from time to
time, may limit the total cash contributions to or discontinue
the Supplemental Investment Option under the Plan. Each
participant will receive a notice from the Corporation when and
if the Board of Directors determines to limit or discontinue the
Supplemental Investment Option. Supplemental Investments
received by the Bank which are not applied due to a limitation
or discontinuance of the Supplemental Investment Option will be
returned to each participant in the same manner as if no shares
of Common Stock were purchased.
Payment for Dividends by the Corporation to the Bank
As and when dividends are paid on the Common Stock, the
Corporation will promptly pay to the Bank all dividends payable
in respect of all shares of Common stock held of record by
participants in the Plan and all shares credited to
participants' accounts under the Plan, subject to any applicable
tax withholding requirements. See "Federal Income Tax
Consequences."
Purchase of Shares
Shares of Common Stock purchased under the Plan by
Participants will be acquired either directly from the
Corporation, in which event the shares will be either authorized
but unissued shares or shares held in the Corporation's treasury
("Additional Shares"), or on the open market, or by a
combination of the foregoing at the option of the Corporation.
For purchases made in the open market, on each Dividend
Payment Date, the Bank will pay over to the agent the dividend
received in accordance with "Payment for Dividends by the
Corporation to the Bank" above, together with all Supplemental
Investments received at least three business days before the
Dividend Record Date. See "Payment for Dividends by the
Corporation to the Bank" and "Supplemental Investments." The
Agent will use these funds to purchase shares of Common Stock on
that Dividend Payment Date or as promptly as practicable
thereafter, but in no event not more than thirty (30) days after
the payment date.
The Corporation's intent is to purchase Shares in the open
market, if possible, and to supplement such purchases, if
necessary, with purchases directly from the Corporation.
Notwithstanding the foregoing, the Corporation may not change
its intention to purchase in the open market more than once in
any three-month period. In addition, the Corporation may not
change such determination unless the Corporation's Board of
Directors or Chief Financial Officer documents that the
Corporation's need to raise additional capital has changed, or
that there is another valid reason for such change.
If at any time the Corporation determines not to make
Additional Shares available for purchase under the Plan and the
Agent is unable to purchase shares of Common Stock in the open
market neither the Corporation nor the Bank shall have any
liability to any participant arising out of the inability to
make purchases at such time. Notwithstanding the foregoing, if
shares of Common Stock are not purchased within 30 days after a
Dividend Payment Date, the Bank will mail to each participant a
check in the amount of any such unapplied cash dividends and
Supplemental Investments, without interest.
Price of Shares
The purchase price of the Common Stock purchased from the
Corporation will be the weighted average purchase price of the
Corporation's shares in trades effected since the preceding
Dividend Payment Date. (A "weighted average" purchase price
takes into account the number of shares purchased at a
particular price.) In the event that there have been no trades
effected since the preceding Dividend Payment Date, the purchase
price of the Common Stock purchased from the Corporation will be
the weighted average purchase price used in the most recent
purchase of shares from the Corporation under the Plan. Open
market purchases will be made as soon as possible after the
applicable Dividend Payment Date, but not more than 30 days
after such date. The purchase price for shares of Common Stock
purchased in the open market will be the cost (including
brokerage commissions) to the Agent of such purchases. The
purchase price per share to all participants will be based upon
the weighted average of the prices of all shares purchased.
Allocation of Shares
Shares of Common Stock purchased with reinvested dividends and
Supplemental Investments will be allocated by the Bank among the
computerized accounts of all participants in the Plan. The
number of shares that will be allocated to a participant's
account following any Dividend Payment Date will depend on the
amount of the participant's dividends and Supplemental
Investments (if any) available for investment on such date and
the purchase price of the shares. Each participant's account
will be credited with a number of shares (including fractions
computed to four decimal places) equal to the total funds to be
invested for the participant, divided by the applicable purchase
price (also computed to four decimal places).
Costs of Participation
There will be no brokerage commissions or service charges to
participants for purchases under the Plan when shares are
purchased from the Corporation. Participants will be charged
the actual cost (including brokerage commission) for Common
Stock purchased on the open market. Open market purchases must
be made as soon as practicable on or after the Dividend Record
Date but in no circumstances more than 30 days after such date.
The purchase price to the participants for shares purchased in
the open market will be the cost (including brokerage
commissions, if any) to the Agent. The purchase price to all
participants shall be the weighted average of the prices of all
shares purchased.
Reports to Participants
Each participant in the Plan will receive statements of
account which lists all purchases credited to the participant's
account during a calendar quarter as well as cumulative account
information. These statements are a participant's record of the
costs of the purchases of Common Stock made for the
participant's account under the Plan and should be retained for
income tax purposes. Each participant will also receive the
most current Prospectus for the Plan and all communications sent
to the Corporation's shareholders, including the Corporation's
quarterly and annual reports, notices of meetings of
shareholders and proxy statements.
Issuance of Certificates to Participants
Shares of Common Stock purchased under the Plan for the
accounts of participants will be registered in the name of the
Bank, or one of its nominees. Certificates for such shares will
not be issued to participants unless requested. This custodial
service will help to protect participants against the risk of
loss, theft or destruction of stock certificates.
Certificates for any number of whole shares credited to a
participant's account under the Plan will be issued at any time
upon the participant's written request to the Bank. Any
remaining whole shares and fractions of shares will continue to
be credited to the participant's account. Certificates for
fractions of shares will not be issued under any circumstances.
A participant will receive cash payment in lieu of any
fractional share credited to the participant's account in the
event of withdrawal from or termination of the Plan. See
"Withdrawal from the Plan" and "Amendment and Termination of the
Plan."
A participant's account under the Plan will be maintained in
the name in which the participant's shares of Common Stock were
registered at the time the participant enrolled in the Plan.
Certificates issued at the participant's request will be
similarly registered, and dividends paid on shares represented
by such certificates will continue to be reinvested in
accordance with the Plan.
Shares credited to a participant's account under the Plan may
not be pledged. A participant who wishes to pledge shares
credited to the participant's account must request certificates
for such shares from the Bank.
Gift/Transfer of shares within the Plan
If a participant wishes to transfer the ownership of all or
part of the participant's shares held under the Plan to a Plan
account for another person, whether by gift, private sale or
otherwise, the participant may effect such transfer by mailing a
properly completed Gift/Transfer Form, along with an executed
stock power and an Authorization Form completed by the
transferee to the Bank. Transfers of less than all of the
participant's shares must be made in whole share amounts. No
fraction of a share may be transferred unless the participant's
entire account is transferred. Requests for transfer are
subject to the same requirements as for the transfer of Common
Stock certificates. Gift/Transfer Forms, Stock Power Forms and
Authorization Forms are available upon request from the Bank.
Shares so transferred will continue to be held by the Bank
under the Plan. An account will be opened in the name of the
transferee, if he or she is not already a participant and such
transferee will automatically be enrolled in the Plan. The
transferee will receive a statement showing the number of shares
transferred to and held in the transferee's Plan account.
Stock Dividends and Stock Splits
Any stock dividends or split shares distributed by the
Corporation on shares of Common Stock credited to a
participant's account under the Plan will be added to the
participant's account. Stock dividends or split shares
distributed on shares registered in a participant's name will be
mailed directly to the participant in the same manner as to
shareholders who are not participating in the Plan.
Voting of Shares Held Under the Plan
Participants in the Plan are entitled to direct the voting of
all whole shares of Common Stock credited to their respective
accounts. Prior to each meeting of the Corporation's
shareholders, each participant in the Plan will be sent a
request for voting instructions which will enable the
Participant to instruct the Bank with respect to the voting of
the participant's shares on each matter to be considered and
voted upon at such meeting. If the request form is returned to
the Bank properly signed and marked for voting, all whole and
fractional shares credited to the participant's Plan account
will be voted as marked. If no instructions are received on a
properly signed and returned request form with respect to any
item thereon, all of such shares will be voted in accordance
with the recommendations of the Corporation's management, just
as for non-participating shareholders who return proxies and do
not provide instructions. If the request form is not returned
or is returned unsigned, none of such shares will be voted.
A participant who wishes to attend a meeting of the
Corporation's shareholders and vote shares of Common Stock
credited to the participant's Plan account in person must
request a proxy from the Bank before the meeting. The Bank's
proxy will entitle the participant to vote in person all whole
shares of Common Stock credited to the participant's Plan
account.
Shares of Common Stock registered in a participant's own name
may be voted in person or by proxy in the same manner as shares
held by non-participating shareholders, and the voting of such
shares will not be affected by the foregoing voting procedures
applicable to shares held by the Bank under the Plan.
Withdrawal from the Plan
A participant may withdraw from the Plan at any time by
notifying the Bank in writing that the participant wishes to
withdraw from participation. A participant will not be able,
however, to re-enter the plan for a period of one (1) year
following his or her withdrawal. All certificates or cash
payments described below will be sent to the withdrawing
participant within 30 days from the Bank's receipt of such
notice of withdrawal.
Upon a participant's withdrawal from the Plan, the participant
will be sent a certificate for all whole shares, and a cash
payment for any fraction of a share, credited to the
participant's account under the Plan as of the date of
withdrawal. The cash payment for a fraction of a share will be
based upon the purchase price of the Corporation's Common Stock
under the Plan for the immediately preceding quarter.
Amendment and Termination of the Plan
The Board of Directors of the Corporation reserves the right
to amend, modify, suspend or terminate the Plan at any time.
All participants will receive, within a reasonable time, a
notice of any such material amendment or modification or of any
suspension or termination. No suspension, amendment or
termination of the Plan will affect any previously executed
transaction.
Upon the termination of the Plan, each participant will
receive a certificate for all whole shares, and a cash payment
for any fraction of a share, credited to the participant's
account under the Plan as of the date of termination. The cash
payment for a fraction of a share will be based upon the
purchase price of the Corporation's Common Stock under the Plan
for the immediately preceding quarter.
Federal Income Tax Consequences
In general, a participant in the Plan will have the same
federal income tax consequences as other holders of Common Stock
with respect to dividends payable on shares credited to the
participant's Plan account and on shares held by the participant
directly. Under Internal Revenue Service rulings applicable to
dividend reinvestment plans similar to the Plan, a participant
will be treated for federal income tax purposes as having
received, on each Dividend Payment Date which includes the
payment of dividends, a dividend equal to the full amount of the
cash dividend payable on such date with respect to the shares
credited to the participant's Plan account and the shares held
by the participant directly even though that amount is not
actually received by the participant in cash but, instead, is
applied to the purchase of shares for the participant's account.
The tax basis of shares acquired under the Plan will be the
purchase price for the shares as determined herein. For shares
acquired directly from the Corporation under the Plan, the
holding period begins the day after the applicable Dividend
Payment Date. For shares acquired in the open market under the
Plan, the holding period begins on the purchase date.
A participant will not realize any taxable income upon
receipt of certificates for whole shares credited to the
participant's account under the Plan, either upon the
participant's request for such certificates or upon withdrawal
from or termination of the Plan. However, a participant who
receives the proceeds of a sale of any whole share sold for the
participant upon the participant's withdrawal from the Plan, or
who receives a cash payment for a fractional share credited to
the participant's account upon withdrawal from or termination of
the Plan, will realize gain or loss measured by the difference
between the amount of the cash received and the price at which
the whole or fractional share was credited to the participant's
account. Such gain or loss will be capital in character if the
whole or fractional share was a capital asset in the hands of
the participant.
In the case of a foreign shareholder who elects to have his or
her dividends reinvested and whose dividends are subject to
United States income tax withholding, an amount equal to the
dividends payable to such shareholder, less the amount of tax
required to be withheld, will be applied to the purchase of
shares of Common Stock under the Plan.
THE DISCUSSION OF TAX CONSEQUENCES SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY. EACH PARTICIPANT IS URGED TO
CONSULT HIS OR HER TAX ADVISOR TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES THAT MAY RESULT FROM THEIR PARTICIPATION IN THE
PLAN, AND THE SUBSEQUENT DISPOSAL OF SHARES PURCHASED PURSUANT
TO THE PLAN, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL,
STATE, LOCAL AND OTHER TAX LAWS.
Responsibility of the Corporation and the Bank Under the Plan
The Corporation and the Bank, in administering the Plan, will
not be liable for any act done in good faith or for any good
faith omission to act, including without limitation any failure
to terminate a participant's account upon the participant's
death prior to receipt of written notice of such death.
Participants should recognize that neither the Corporation nor
the Bank can assure them of a profit or protect them against a
loss on the shares purchased under the Plan.
Correspondence Regarding the Plan
All correspondence regarding the Plan should be addressed to:
FARMERS NATIONAL BANK OF CANFIELD
20 South Broad St.
Canfield, Ohio 44606
Attention: Carl D. Culp,
Executive Vice President and CFO
1-330-533-3341
Please refer to the Farmers National Banc Corp. Dividend
Reinvestment Plan on all correspondence.
USE OF PROCEEDS
The Corporation has no basis for estimating precisely either
the number of shares of Common Stock that ultimately may be sold
pursuant to the Plan or the prices at which such shares will be
sold. However, the Corporation proposes to use the net proceeds
from the sale of Common Stock pursuant to the Plan, when and as
received, to increase the Corporation's capital and for other
general corporate purposes. The net proceeds from the sale of
shares of Common Stock purchased in the open market pursuant to
the Plan will be applied to the purchase price and expenses of
acquiring such shares in the market.
TRADING MARKET
There is at present no established public trading market for
the Corporation's Common Stock and no assurance can be given
that a market will develop in the future. While the brokerage
firm of Butler, Wick & Co. has generally attempted to match
buyers and sellers of the Corporation's stock when they receive
buy or sell orders from their customers, trading is not active.
On January 22, 1997, the Corporation received notice from
Butler, Wick & Co., that they will no longer act in the capacity
of a market-maker for any local stocks that trade on the NASDAQ
and the OTC Bulletin Board. Butler, Wick & Co. will continue to
attempt to match willing buyers and sellers. A public trading
market having the desirable characteristics of depth, liquidity
and orderliness depends upon the presence in the marketplace of
both willing buyers and willing sellers of the stock at any
given time and such presence is, in turn, dependent upon the
individual decisions of the purchasers and sellers over which
neither the Corporation nor any broker or market maker has
control.
The table below sets forth the ranges of prices paid per share
for the Corporation's Common Stock in trades effected through
Butler, Wick & Co., during the last two calendar years. Also
included are dividends per share paid on the outstanding Common
Stock and any Stock Dividend paid. As of December 31, 1996,
there were 1704 shareholders of record of Common Stock.
PER SHARE DATA, 1995, 1996
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
1995
Trade Price
High $32.00 $34.25 $36.50 $39.50
Low $31.00 $32.00 $34.25 $36.50
Dividend $ 0.20 $ 0.20 $ 0.20 $ 0.20
1996
Trade Price
High(1) $20.00 $21.125 $22.25 $23.125
Low(1) $19.75 $20.00 $21.125 $22.25
Dividend(1) $ 0.10 $ 0.11 $ 0.11 $ 0.12
(1) Per share data is adjusted to reflect a 2-for-1 stock split
at year end 1996.
Management of the Company does not know the price at which all
trades were conducted during the periods indicated and the
prices set forth above may not be indicative of the true market
value of the Company's Common Stock. In addition, past trading
prices are not necessarily indicative of future trading prices.
DESCRIPTION OF COMMON STOCK
The holders of common stock are entitled to receive dividends
when, as and if declared by the Board of Directors out of any
funds legally available therefor, and are entitled upon
liquidation after claims of creditors to receive pro rata the
net assets of the Corporation. The holders of common stock are
entitled to one vote for each share held and are vested with all
of the voting power of the shares. The common stock has no
conversion rights. Holders of common stock are generally
entitled to pre-emptive rights, subject to certain exceptions
described in Article XIII of the Corporation's Articles of
Incorporation. Those exceptions include the issuance or
offering of Securities pursuant to the terms of a duly adopted
dividend reinvestment plan as described. Holders of common
stock are not entitled to cumulative voting rights in the
election of directors. The shares of common stock issued or to
be issued upon receipt of payment therefor by the Corporation,
in accordance with the terms set forth in the Plan, will be
validly issued, fully paid and non-assessable.
On March 24, 1994, and on March 28, 1996, the Shareholders
approved an increase in the authorized number of shares
available to the Corporation to 2,400,000 shares and 5,000,000
shares respectively. Further, the par value of the Common
Shares of the Corporation was reduced to $2.50 per share and no
par value per share respectively. Both Amendments were adopted
and approved by the Shareholders and the Board of Directors in
accordance with the Articles of Incorporation and Code of
Regulations of the Corporation and Ohio General Corporation Law.
Due to an administrative error, however, the Certificates of
Amendment and the appropriate filing fees were not timely filed
with the Secretary of the State of Ohio. In response to this
matter, the Corporation filed two Certificates of Amendment of
the Articles of Incorporation on February 3, 1997. On February
7, 1997, the Secretary of State of Ohio accepted the
Certificates of Amendment and filing fees. As a result, prior
to February 7, 1997, the Corporation had only 1,200,000 shares
authorized by the Secretary of State of Ohio. This matter was
rectified with the filing of the Certificates of Amendment.
As of February 7, 1997, the Corporation had 5,000,000 shares of
no par value common stock authorized and there were issued and
outstanding 3,311,268 shares of the Corporation's common stock.
There are currently 164,544 Common Shares in the treasury of the
Corporation which are being registered with this registration
statement. Share amounts have been adjusted to reflect a
2-for-1 stock split declared on December 31, 1996.
LEGAL OPINION
Certain legal matters related to the Common Stock offered
hereby will be passed upon for the Company by Bischoff, Kenney &
Niehaus, 5630 N. Main Street, Sylvania, Ohio, 43560
(419)882-0594. Neither contingent fees nor any interest in the
Corporation of any nature will be received by any named experts
or counsel for services rendered in connection with this
registration.
EXPERTS
The audited consolidated financial statements of the Company
incorporated by reference in this Prospectus and elsewhere in
the Registration Statement have been audited by Hill, Barth &
King, Inc., independent public accountants, as indicated in
their reports with respect thereto and are incorporated herein
in reliance upon the authority of such firm as experts in giving
such reports.
INDEMNIFICATION
Article X of the Articles of Incorporation of the Corporation,
provides in substance that any person made a party to a civil,
administrative or investigative action by reason of the fact
that he or she is or was a director, officer or shareholder of
the Corporation may be indemnified against reasonable expenses,
including attorneys fees, actually and necessarily incurred by
him or her in the defense of such action, or in connection with
an appeal therein, if such person acted, in good faith, for a
purpose which he or she reasonably believed to be in, or not
opposed to, the best interest of the Corporation or "subsidiary
corporation." Similar indemnification may also be available by
the Corporation to its directors and officers and to a limited
extent may be available as a matter of rights to such person
under Section 1701.13(E) of the Ohio Revised Code.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS
OR PERSONS CONTROLLING THE CORPORATION PURSUANT TO THE FOREGOING
PROVISIONS, THE CORPORATION HAS BEEN INFORMED 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.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC Registration fee $ 1,794.29
Printing and mailing expenses (estimated) $ 1,700.00
Accounting fees and expenses $ 500.00
Blue sky fees and expenses $ 1,100.00
Legal fees and expenses $ 5,000.00
Miscellaneous $ 0.00
Total $10,094.29
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Ohio Revised Code Section 1701.13(E) (incorporated herein by
reference as Exhibit 99.1) provides that a corporation may
indemnify or agree to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending
or completed action, by reason of the fact that he or she is or
was a Director, officer, employee or agent of the corporation,
against expenses actually incurred by such person in connection
with an action if he or she acted in good faith and in a manner
not opposed to the best interests of the corporation.
Article X, Section B, of the Articles of Incorporation of
Farmers National Banc Corp. provides as follows:
The Corporation shall have power to, and may (in addition to
such other power conferred by law) indemnify any shareholder,
officer, or director of the corporation who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
administrative, or investigative, by reason of the fact that he
is or was a director of this corporation, or any corporation
(hereinafter referred to as "subsidiary corporation") of which
more than 50 per cent of the issued and outstanding shares of
common stock was or is owned by the corporation at the time such
person was or is serving as such director of the "subsidiary
corporation", against expenses (including those reasonably
incurred by him) in connection with such action, suit, and
proceeding if the principal issue of such action, suit, or
proceeding involved or involves a contract or transaction by and
between the corporation and such "subsidiary corporation" and if
he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the "subsidiary
corporation". Any indemnification as above provided (unless
ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the
standard of conduct set forth above has been met. Such
determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding; or (b) if such a
quorum is not obtainable, or even if obtainable, if a majority
vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c) by a
majority of a quorum of the shareholders of the corporation
consisting of shareholders who were not parties to such action,
suit or proceeding.
ITEM 16. LIST OF EXHIBITS
Exhibit Number Description
4.1 The Articles of Incorporation, including amendments
thereto, for the Registrant.
4.2 The Code of Regulations are incorporated by reference to
Exhibit 3.2. of the registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1995.
5.1 Opinion of Bischoff, Kenney & Niehaus as to the legality
of the securities being registered.
23.1 Consent of Bischoff, Kenney & Niehaus. (contained in
Exhibit 5.1 and incorporated herein by reference.)
23.2 Consent of Hill, Barth & King, Inc.
24.1 Power of Attorney (included with signatures and
incorporated herein by reference.)
99.1 Section 1701.13 of the Ohio Revised Code.
99.2 Farmers National Banc Corp. Dividend Reinvestment Plan
Authorization Form.
99.3 Share Owner Authorization form for optional cash
contributions.
99.4 Request for change - Dividend Reinvestment Plan
Safekeeping Account.
ITEM 17. UNDERTAKINGS
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registrant
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 Registrant
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 to such information in the Registration
Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934
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 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.
(b) The 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 the time shall be deemed to be the initial bona
fide offering thereof.
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 Canfield, State of Ohio, on February 26, 1997.
FARMERS NATIONAL BANC CORP.
By: /s/ Frank L. Paden,
Frank L. Paden, President and Secretary
We, the undersigned directors and officers of Farmers National
Banc Corp., do hereby jointly and severally appoint Frank L.
Paden and Carl D. Culp our true and lawful attorneys or
attorney, to do any and all acts and things in our names and on
our behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys or attorney may
deem necessary or advisable to enable First National Banc Corp.
to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and
Exchange Commission, in connection with this Registration in
Statement on Form S-3, including specifically but without
limitation, power of authority to sign for us or any of us, in
our names in the capacities indicated below, any and all
amendments (including post-effective amendments) and supplements
hereto, and we do each hereby ratify and confirm all that said
attorneys or attorney shall do or cause to be done by virtue
hereof.
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.
February 26, 1997 /s/ Carl D. Culp
Carl D. Culp,
Executive Vice President
and Treasurer
February 26, 1997 /s/ William D. Stewart
William D. Stewart,
Chairman, Director
February 26, 1997 /s/ Benjamin R. Brown
Benjamin R. Brown,
Director
February 26, 1997 /s/ Richard L. Calvin
Richard L. Calvin,
Vice Chairman and Director
February 26, 1997 /s/ Joseph O. Lane
Joseph O. Lane,
Director
February 26, 1997 /s/ David C. Myers
David C. Myers,
Director
February 26, 1997 /s/ Edward A. Ort
Edward A. Ort,
Director
February 26, 1997 /s/ Ronald V. Wertz
Ronald V. Wertz,
Director
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
4.1 The Articles of Incorporation, including amendments
thereto, for the Registrant.
4.2 The Code of Regulations are incorporated by reference to
Exhibit 3.2. of the registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995.
5.1 Opinion of Bischoff, Kenney & Niehaus as to the legality
of the securities being registered.
23.1 Consent of Bischoff, Kenney & Niehaus. (contained in
Exhibit 5.1 and incorporated herein by reference.)
23.2 Consent of Hill, Barth & King, Inc.
24.1 Power of Attorney (included with signatures and
incorporated herein by reference.)
99.1 Section 1701.13 of the Ohio Revised Code.
99.2 Farmers National Banc Corp. Dividend Reinvestment Plan
Authorization Form.
99.3 Share Owner Authorization form for optional cash
contributions.
99.4 Request for change - Dividend Reinvestment Plan
Safekeeping Account.
EXHIBIT 4.1
ARTICLES OF INCORPORATION
OF
FARMERS NATIONAL BANC CORP.
The undersigned incorporators, acting as the incorporators of
Farmers National Banc Corp., under the Ohio General Corporation
laws (ORC 1701.01-99), hereby adopt the following Articles of
Incorporation for such corporation:
ARTICLE I
The name of the corporation is Farmers National Banc Corp.
ARTICLE II.
The place in the State of Ohio where the principal office of
the corporation is to be located is in the City of Canfield,
County of Mahoning.
ARTICLE III
The purpose for which the corporation is formed is to engage in
any lawful act or activity for which corporations nay be formed
under the Ohio General Corporation Laws (ORC Sections 1701.01 et
seq.).
ARTICLE IV
The aggregate number of common shares which the corporation
shall have the authority to issue is Five Million (5,000,000)
shares each of no ($0.00) par value. The total number of
authorized and outstanding shares of common stock shall be
changed from time to time to reflect economic conditions of the
corporation and business opportunities available to the
shareholders of the corporation. Shares of the authorized and
outstanding common stock may be redeemed by the corporation at a
regularly or specially called meeting for said purpose.
Furthermore, the corporation, through its Board of Directors,
shall have the power to purchase, hold, sell, and transfer the
shares of its own capital stock provided that it does not use
its funds or property for the purchase of its own shares of
capital stock when such use will cause any impairment of its
capital, except where otherwise permitted by law, and provided
further that shares of its own capital stock belonging to it are
not voited upon directly or indirectly.
ARTICLE V
The amount of stated capital with which the corporation will
commence business is at least One Thousand Dollars ($1,000.00).
ARTICLE VI
The Board of Directors of the corporation is hereby authorized
to fix and determine and to vary the amount of working capital
or the corporation, to determine whether any and, if any, what
part of its surplus, however created or arising, shall be used
or disposed of or declared in dividends or paid to shareholders,
and without action by the shareholders, to use and apply such
surplus or any part thereof at any time or from time to time in
the purchase or acquisition of shares of any class, voting trust
certificates for shares, bonds, debentures, notes, script,
warrants, obligations, evidences of indebtedness of the
corporation or other securities of the corporation, to such
extent or amount and in such manner and upon such terms as the
Board of Directors of the corporation shall deem expedient to
the extent not prohibited by law.
ARTICLE VII
Each officer, director or member of any committee designated by
the Board of Directors of the corporation shall, in
the performance of his duties, be fully protected in relying in
good faith upon the books of accounts or reports made to the
corporation by any of its officers or employees or by an
independent public accountant or by an appraiser selected with
reasonable care by the Board of Directors of the corporation or
by any such committee or in relying in good faith upon other
records of the corporation.
ARTICLE VIII
The number of directors constituting the Board of Directors is
nine (9), and the names and addresses of the persons who are to
serve as directors until the annual meeting of shareholders or
until their successors are elected and shall qualify are:
Richard L. Calvin John Holowach
P.O. Box 88 2081 Canfield Road
Canfield, Ohio 44406 Youngstown, Ohio 44511
James Centofanti Joseph O. Lane
8943 Knauf Road 1350 Niles Canf Rd.
Canfield, Ohio 44406 Mineral Ridge, Ohio 44440
Fred A. Coope Rollin F. Schreiber
17 Court Street P.O. Box 65
Canfield, Ohio 44406 North Jackson, Ohio 44491
William D. Stewart Myron R. Williams
248 Bradford Drive P.O. Box 74
Canfield, Ohio 44406 Canfield, Ohio 44406
David W. Yeany
740 Squirrel Hill
Youngstown, Ohio
After the terms of the initial Board of Directors, the Board
shall consist of such number of directors as shall be fixed and
determined by the Code of Regulations of the corporation.
ARTICLE IX
The names and addresses of the incorporators of Farmers
National Banc Corp are:
Rollin F. Schreiber Myron R. Williams
P.O. Box 65 147 Court Street
North Jackson, Ohio 44451 Canfield, Ohio 44406
John Holowach William D. Stewart
2081 Canfield Road 248 Bradford Drive
Youngstown, Ohio 44511 Canfield, Ohio 44406
Joseph 0. Lane
50 South Main Street
Mineral Ridge, Ohio 44440
ARTICLE X
A. In the absence of fraud, no contract or other transaction
between the corporation and any other person, corporation, firm,
syndicate, association, partnership, or joint venture shall
be wholly or partially invalidated or otherwise affected by
reason of the fact that one or more of the directors of the
corporation are or become directors or officers of such other
corporation, firm, syndicate or association, or members of such
partnership or joint venture, or are pecuniarily or
otherwise interested in such contract or transaction,
provided, that the fact such director or directors of the
corporation are so situated or so interested or both, shall be
disclosed or shall have been known to the Board or Directors of
the corporation. Any director or directors of the corporation
who is (are) also a director or officer of such other
corporation, firm, syndicate or association, or a member of such
partnership, or joint venture, or is pecuniarily or otherwise
interested in such contract or transaction, may be counted for
the purpose of determining the existence of a quorum at any
meeting of the Board of Directors which shall authorize any such
contract or transaction and, in the absence of fraud, and as
long as he acts in good faith, any such director may vote
thereat to authorize any such contract or transaction with like
force and effect as if he were not a director of officer of such
corporation, firm, syndicate or association, or a member of such
partnership or joint venture, or pecuniarily or otherwise
interested in such contract or transaction.
B. The corporation shall have power to, and may (in addition to
such other power conferred by law) indemnify any shareholder,
officer, or director of the corporation who was or is a party or
is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil,
administrative or investigative, by reason of the fact that he
is or was a director of this corporation, or any corporation
(hereinafter referred to as "subsidiary corporation") of which
more than 50 per cent of the issued and outstanding shares of
common stock was or is owned by the corporation at the tine such
person was or is serving as such director of the subsidiary
corporation," against expenses (including those reasonably
incurred by him) in connection with such action, suit and
proceeding if the principal issue of such action, suit or
proceeding involved or involves a contract or transaction by and
between the corporation and such "subsidiary corporation" and if
he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the "subsidiary
corporation". Any indemnification as above provided (unless
ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a
determination that indemnification is proper in the
circumstances because the standard of conduct set forth above
has been met. Such determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding; or (b) if such a quorum is not obtainable, or even
if obtainable, if a majority vote of a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (c) by a majority of a quorum of the shareholders of
the corporation consisting of shareholders who were not parties
to such action, suit or proceeding.
ARTICLE XI
The Board of Directors, by resolution adopted by a majority of
the full Board of Directors, may designate from among its
members an Executive Committee, which committee shall have
and may exercise, to the extent provided by law, all of the
authority of the Board of Directors in the management of the
corporation. The designation of such committee and the
delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law.
ARTICLE XII
Each shareholder shall be entitled to one vote for each share
of stock standing in his name on the books of the corporation.
"No shareholder shall have the right to vote cumulatively in the
election of Directors."
ARTICLE XIII
Upon the offering or sale for cash of shares of stock of the
corporation, each shareholder shall have the right, during a
reasonable time, and on reasonable terms fixed by the directors,
to purchase such shares in proportion to their respective
holdings of shares of the corporation, unless the shares offered
or sold are: (a) treasury shares; (b) issued as a share
dividend; (c) issued or agreed to be issued for consideration
other than money; (d) issued by the Board of Directors; (e)
issued or agreed to be issued upon conversion of convertible
shares authorized in the Articles' or upon exercise of the
conversion rights conferred and authorized by the Board of
Directors; (f) offered to shareholders in satisfaction of their
pre-emptive rights and not purchased by such shareholders, and
thereupon issued and agreed to be issued for a consideration not
less than that at which such shares were so offered to such
shareholders, less reasonable expenses, compensation or
discount paid or allowed for sale, underwriting or purchase of
such shares, unless by the affirmative vote or written order of
the holders of two-thirds of the shares otherwise entitled to
such pre-emptive rights, if pre-emptive rights are restored as
to any of such shares not theretofore issued or agreed to be
issued; (g) released from pre-emptive rights by the affirmative
vote or written consent of the holders of two-thirds of the
shares entitled to such preemptive rights. Any such vote or
consent shall be entered into the records of the corporation and
shall be binding on all shareholders and their transferees for
the tine specified in such vote or consent up to but not
exceeding one year, and shall protect all persons who within
such time acquire The shares or options on or conversion or
other rights with respect to the shares so released; (h)
released from pre-emptive rights by the affirmative vote or
written consent of the holders of a majority of the shares
entitled to such pre-emptive rights, for offering and sale, or
the grant of options with respect thereto, to any or all
employees of The corporation or its subsidiary corporations or
to a trustee on their behalf, under a plan adopted or to be
adopted by the directors for that purpose.
The above paragraph notwithstanding, there are no pre-emptive
rights when this corporation issues or offers securities
in exchange for the outstanding securities of another
corporation. Pre-emptive rights apply only to when this
corporation sells, or offers for sale, securities for cash.
There shall be no pre-emptive rights when this corporation
issues or offers securities pursuant to the terms of a duly
adopted dividend reinvestment plan.
ARTICLE XIV
The Board of Directors of the corporation may authorize any
mortgage, deed of trust, pledge, or hypothecation of all or any
part of the property of the corporation, real or personal, for
the purpose of securing the payment or performance of any
contract, note, bond or other obligation of the corporation, by
obtaining prior shareholder approval of any and each such
mortgage, deed of trust, pledge, or other hypothecation, by
the vote or written consent of the holders of 75 per cent of the
issued and outstanding common shares of stock of the corporation
and 75 per cent or the issued and outstanding preferred shares
or other class of shares of the corporation, and not otherwise.
ARTICLE XV
A. CONTROL SHARE ACQUISITIONS:
(I) Requirement of shareholder Approval. If any person,
partnership, corporation, trust, association or other entity,
acting individually, collectively or in concert with a joint or
common interest (hereinafter referred to as "acquiring entity")
seeks to acquire, directly or indirectly, shares of this
corporation which would entitle such acquiring entity,
immediately after such acquisition, either directly or
indirectly, alone or with others, to exercise or direct the
exercise of 10 per cent or more of the voting power of this
corporation exerciseable on amendments to these Articles, then
such proposed acquisition, including any tender offer, bid,
option, solicitation or agreement to purchase, (hereinafter
called a "control share acquisition";) shall not be made until
after the acquiring entity has obtained prior
authorization of the shareholders of this corporation at a
special meeting called for that purpose.
(2) Notice by Acquiring Entity. The Board of Directors of
this corporation shall call a special meeting of shareholders to
be held within fifty (50) days after the receipt by this
Corporation of a statement from the acquiring entity
delivered to this corporation at its principal place of
business in Canfield, Ohio setting forth (i) the identity of the
acquiring entity; (ii) the fact that the statement is delivered
pursuant to this Article; (iii) the number or shares or this
corporation owned directly or indirectly by the acquiring
entity; (iv) a description in reasonable detail of the
price, consideration, number of shares to be acquired, terms and
provisions or the proposed control share acquisition; and (v)
representations of the acquiring entity, together with a
statement in reasonable detail of the facts on which they are
based, that the acquiring entity has received all necessary
regulatory approvals and consents to make such control share
acquisition, that the proposed control share acquisition if
consummated, will not be contrary to law, and that the acquiring
entity has the financial capacity and cash, securities or other
consideration necessary to make the proposed control
share acquisition. The Board of Directors shall have no
obligation to call such a meeting if it determines in good faith
by a vote of at least two-thirds of the entire Board that the
proposed control share acquisition is contrary to law or cannot
be consummated for financial reasons.
(3) Required Vote. A control share acquisition may not be
made or consummated until the proposed control share acquisition
has been approved by the shareholders of this corporation at a
special meeting called for such purpose with the necessary vote
as herein prescribed. If the Board of Directors, by a vote of
at least two-thirds of the entire Board, determines that the
proposed control share acquisition will be made to all of this
corporation's shareholders at the same time on a uniform and
fair basis, for all of the outstanding shares of this
corporation, (other than those shares which are already owned
by the acquiring entity), then the proposed control share
acquisition must be approved by the affirmative vote of the
holders of shares of this corporation entitling them to exercise
at least a two-thirds majority of the voting power of this
corporation exerciseable on amendments to these Articles and by
the affirmative vote of the holders of shares of this
corporation entitling them to exercise at least a two-thirds
majority of such voting power excluding (i) shares which are
already owned by the acquiring entity; (ii) shares which the
acquiring entity has the right to vote, acquire, or control; and
(iii) shares owned by employees of this corporation who are also
directors of this corporation. Unless such a determination is
made by the requisite vote of the Board of Directors, the
proposed control share acquisition must be approved by the
affirmative vote of the holders of shares of this corporation
entitling them to exercise at least 80 per cent of the
voting power of this corporation exerciseable on amendments to
these Articles and by the affirmative vote or the holders of
shares of this corporation entitling them to exercise at least
80 per cent of that portion of such voting power excluding (i)
the shares which are already owned by the acquiring entity; (ii)
shares which the acquiring entity has the right to vote,
acquire, or control; and (iii) shares owned by employees of
this corporation who are also directors of this corporation.
(4) Consummation of Control Share Acquisition. My such
control share acquisition which is authorized as aforesaid must
be consummated in accordance with the terms set forth in the
acquiring entity's notice to this corporation within 180 days
following such shareholder approval.
(5) Violation of Restriction: Exclusion from Voting.
Any shares acquired in a control share acquisition not
authorized as provided herein shall be excluded from voting in
any subsequent meeting of the shareholders of this corporation.
(6) Violation of Restriction: Stop transfer Instructions. The
Secretary of this corporation shall direct the transfer agent of
shares of the corporation to refuse to transfer shares on the
books of this corporation which represent shares acquired in a
control share acquisition not authorized as provided herein.
(7) Exceptions. This Section shall not apply to any control
share acquisition consummated in accordance with Section
1701.831 of the Ohio Revised Code on or before the effective
date of this amendment to the Articles of Incorporation and
thereafter this Article shall not apply if the control share
acquisition is consummated in any of the following
circumstances:
(a) pursuant to a Business Combination effected in compliance
with Section B of this Article and with the Ohio Revised Code;
(b) pursuant to the laws of descent and distribution;
(c) pursuant to the satisfaction of any pledge or other
security interest created in good faith and not for the purpose
of circumventing this Section.
(8) Relation to section 1701.831 of the Ohio Revised Code.
Section 1701.831 of the Ohio Revised Code shall not apply to
this corporation; provided, however, that if this Article
shall be declared illegal or unenforceable, then Section
1701.831 of the Ohio Revised Code shall apply to this
corporation.
B. BUSINESS COMBINATIONS:
(1) Requirement of Shareholder Approval. No Business
Combination, as hereinafter defined, may be consummated except
upon approval by the affirmative vote of the holders of shares
of this corporation entitling them to exercise at least 80 per
cent of the voting power of this corporation exerciseable on
amendments to these Articles; provided, however, that Business
Combination which has been approved by a vote of at least
two-thirds of the disinterested directors of this corporation,
and which has been determined by such directors to be fair and
equitable to all the shareholders of this corporation, may be
consummated if it has been approved by the affirmative vote of
the holders of shares of this corporation entitling them to
exercise at least a two-thirds majority of the voting power of
this corporation exercisable on amendments to these Articles. A
director shall be deemed to be disinterested if immediately
prior to the consummation of the Business Combination he is not
an affiliate of any of the other parties to the Business
Combination. For the purpose of this Section an affiliate shall
mean any person controlling, controlled by, or under common
control with such other party and shall include any person who
owns shares of an acquiring corporation representing ten per
cent or more of the voting power of such corporation.
(2) Definition of Business Combination. A Business Combination
shall include:
(a) A merger or consolidation of the corporation;
(b) Any sale, lease exchange, transfer or other disposition of
all or substantially all the assets of this corporation;
(c) The adoption of any plan of liquidation and dissolution of
this corporation; and
(d) Any reclassification of securities, recapitalization or
reorganization which would increase, directly or
indirectly, the proportionate equity interest or control
by an acquiring entity; but shall not include any such
transaction with an entity controlled by this corporation.
C. AMENDMENT:
This Article may only be amended, revised, or repealed and
any provision in the other Articles of Incorporation or in the
Regulations which are inconsistent with this Article may only be
adopted by the affirmative vote of the holders of shares of this
corporation entitling them to exercise at least 75 per cent of
the voting power of this corporation exerciseable on amendments
to these Articles.
Articles as Amended - last amendment 3/31/88
Amended: March 24, 1994
Amended : March 28, 1996
EXHIBIT 5
[Date]
Farmers National Banc Corp
20 South Broad Street
Canfield, Ohio 44606
Dear Sirs:
We have acted as counsel to Farmers National Banc Corp. (the
"Corporation"), an Ohio corporation, in connection with the
preparation of the registration statement on Form S-3 to which
this opinion is an exhibit (the "Registration Statement"), which
is being filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"), for the
registration under the Act of 250,000 Common Shares of the
Corporation under the Corporation's Dividend Reinvestment Plan.
Terms not otherwise defined herein shall have the meanings
assigned to them in the Registration Statement.
We have reviewed originals or copies of (i) the Articles of
Incorporation (and all amendments thereto), Code of Regulations
and other corporate documents of the Corporation, (ii) certain
resolutions of the Board of Directors of the Corporation, and
(iii) the Registration Statement and the prospectus included
therein (the "Prospectus"). In addition, we have reviewed such
other documents and have made such legal and factual inquiries
as we have deemed necessary or advisable for purposes of
rendering the opinions set forth below.
Based upon and subject to the foregoing we are of the opinion
that:
1. The Corporation is duly organized and validly existing
under the laws of the State of Ohio; and
2. The Common Shares registered under the Registration
Statement have been duly authorized and, when issued and paid
for as described in the Registration Statement, will be validly
issued, fully paid and nonassessable.
We hereby consent to the reference to our firm under the
caption "Legal Matters" in the Registration Statement and to the
filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
BISCHOFF, KENNEY & NIEHAUS
By:
Charles D. Niehaus
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
Farmers National Banc Corp.
We consent to the incorporation by reference in this
Registration Statement of Farmers National Banc Corp. on Form
S-3 of our report dated January 26, 1996 incorporated by
reference in the Annual Report on Form 10-K of Farmers National
Banc Corp for the year ended December 31, 1995 and to the
reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
HILL, BARTH & KING, INC.
Warren, Ohio
March 15, 1996
EXHIBIT 99.1
e 1701.13 Authority of a Corporation.
(A) A corporation may sue and be sued.
(B) A corporation may adopt and alter a corporate seal and use
the same or a facsimile of the corporate seal, but failure to
affix the corporate seal shall not affect the validity of any
instrument.
(C) At the request or direction of the United States government
or any agency of the United States government, a corporation may
transact any lawful business in aid of national defense or in
the prosecution of any war in which the nation is engaged.
(D) Unless otherwise provided in the articles, a corporation
may take property of any description, or any interest in
property, by gift, devise, or bequest, and may make donations
for the public welfare or for charitable, scientific, or
educational purposes.
(E)
(1) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a
party, to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director,
trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including
attorney's fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to
any criminal action or proceeding, if he had no reasonable cause
to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did
not act in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a
party, to any threatened, pending, or completed action or suit
by or in the right of the corporation to procure a judgment in
its favor, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director,
trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including
attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or
suit, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in
respect of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and only to
the extent that, the court of common pleas or the court in which
such action or suit was brought determines, upon application,
that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court
of common pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised
Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred
to in division (E)(1) or (2) of this section, or in defense of
any claim, issue, or matter therein, he shall be indemnified
against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the action, suit,
or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this
section, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case, upon a
determination that indemnification of the director, trustee,
officer, employee, member, manager, or agent is proper in the
circumstances because he has met the applicable standard of
conduct set forth in division (E)(1) or (2) of this section.
Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties to
or threatened with the action, suit, or proceeding referred to
in division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm
having associated with it an attorney, who has been retained by
or who has performed services for the corporation or any person
to be indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or
(2) of this section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under
division (E)(4)(b) of this section shall be promptly
communicated to the person who threatened or brought the action
or suit by or in the right of the corporation under division
(E)(2) of this section, and, within ten days after receipt of
such notification, such person shall have the right to petition
the court of common pleas or the court in which such action or
suit was brought to review the reasonableness of such determination.
(5)
(a) Unless at the time of a director's act or omission that
is the subject of an action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, the articles or the
regulations of a corporation state, by specific reference to
this division, that the provisions of this division do not apply
to the corporation and unless the only liability asserted
against a director in an action, suit, or proceeding referred to
in division (E)(1) or (2) of this section is pursuant to section
1701.95 of the Revised Code, expenses, including attorney's
fees, incurred by a director in defending the action, suit, or
proceeding shall be paid by the corporation as they are
incurred, in advance of the final disposition of the action,
suit, or proceeding, upon receipt of an undertaking by or on
behalf of the director in which he agrees to do both of the
following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction that
his action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the
corporation or undertaken with reckless disregard for the best
interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning
the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or agent
in defending any action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, may be paid by the
corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, as authorized by
the directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, trustee, officer,
employee, member, manager, or agent to repay such amount, if it
ultimately is determined that he is not entitled to be
indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights
granted to those seeking indemnification under the articles, the
regulations, any agreement, a vote of shareholders or
disinterested directors, or otherwise, both as to action in
their official capacities and as to action in another capacity
while holding their offices or positions, and shall continue as
to a person who has ceased to be a director, trustee, officer,
employee, member, manager, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a
person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including, but not limited to, trust
funds, letters of credit, or self-insurance, on behalf of or for
any person who is or was a director, officer, employee, or agent
of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him
against such liability under this section. Insurance may be
purchased from or maintained with a person in which the
corporation has a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E)(1) or (2) of this section does not
limit the payment of expenses as they are incurred,
indemnification, insurance, or other protection that may be
provided pursuant to divisions (E)(5), (6), and (7) of this
section. Divisions (E)(1) and (2) of this section do not create
any obligation to repay or return payments made by the
corporation pursuant to division (E)(5), (6), or (7).
(9) As used in division (E) of this section, "corporation"
includes all constituent entities in a consolidation or merger
and the new or surviving corporation, so that any person who is
or was a director, officer, employee, trustee, member, manager,
or agent of such a constituent entity, or is or was serving at
the request of such constituent entity as a director, trustee,
officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture,
trust, or other enterprise, shall stand in the same position
under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving
corporation in the same capacity.
(F) In carrying out the purposes stated in its articles and
subject to limitations prescribed by law or in its articles, a
corporation may:
(1) Purchase or otherwise acquire, lease as lessee, invest in,
hold, use, lease as lessor, encumber, sell, exchange, transfer,
and dispose of property of any description or any interest in
such property;
(2) Make contracts;
(3) Form or acquire the control of other corporations,
domestic or foreign, whether nonprofit or for profit;
(4) Be a partner, member, associate, or participant in other
enterprises or ventures, whether profit or nonprofit;
(5) Conduct its affairs in this state and elsewhere;
(6) Borrow money, and issue, sell, and pledge its notes,
bonds, and other evidences of indebtedness, and secure any of
its obligations by mortgage, pledge, or deed of trust of all or
any of its property, and guarantee or secure obligations of any
person;
(7) Resist a change or potential change in control of the
corporation if the directors by a majority vote of a quorum
determine that the change or potential change is opposed to or
not in the best interests of the corporation:
(a) Upon consideration of the interests of the
corporation's shareholders and any of the matters set forth
in division (E) of section 1701.59 of the Revised Code; or
(b) Because the amount or nature of the indebtedness
and other obligations to which the corporation or any
successor or the property of either may become subject in
connection with the change or potential change in control
provides reasonable grounds to believe that, within a
reasonable period of time, any of the following would apply:
(i) The assets of the corporation or any successor
would be or become less than its liabilities plus
its stated capital, if any;
(ii) The corporation or any successor would be or
become insolvent;
(iii) Any voluntary or involuntary proceeding under
the federal bankruptcy laws concerning the c
orporation or any successor would be commenced by any
person.
(8) Do all things permitted by law and exercise all authority
within the purposes stated in its articles or incidental to its
articles.
(G) Irrespective of the purposes stated in its articles, but
subject to limitations stated in its articles, a corporation, in
addition to the authority conferred by division (F) of this
section, may invest its funds not currently needed in its
business in any shares or other securities, to such extent that
as a result of the investment the corporation shall not acquire
control of another corporation, business, or undertaking the
activities and operations of which are not incidental to the
purposes stated in its articles.
(H) No lack of, or limitation upon, the authority of a
corporation shall be asserted in any action except (1) by the
state in an action by it against the corporation, (2) by or on
behalf of the corporation against a director, an officer, or any
shareholder as such, (3) by a shareholder as such or by or on
behalf of the holders of shares of any class against the
corporation, a director, an officer, or any shareholder as such,
or (4) in an action involving an alleged overissue of shares.
This division shall apply to any action brought in this state
upon any contract made in this state by a foreign corporation.
EXHIBIT 99.2
FARMERS NATIONAL BANC CORP.
DIVIDEND REINVESTMENT PLAN
AUTHORIZATION FORM
1. DIVIDEND REINVESTMENT.
FOR CURRENT SHAREHOLDERS ONLY
Full Reinvestment
[ ] I would like to reinvest cash dividends paid on ALL of
the shares of Common Stock held of record by me in the Plan or
credited to my account under the Plan, for the purchase of
additional shares of Common Stock.
Partial Reinvestment
[ ] I would like to receive cash dividends paid on ____
whole shares of Common Stock held of record by me in the Plan or
credited to my account. I acknowledge that dividends paid on
all other shares of Common Stock held of record by me in the
Plan or credited to my account under the Plan will be reinvested
for the purchase of additional shares of Common Stock.
2. INITIAL SUPPLEMENTAL INVESTMENT (Optional).
FOR CURRENT PLAN PARTICIPANTS
[ ] Enclosed is my check or money order for $____ ($1,000
maximum per quarter) payable to "Farmers National Bank of
Canfield, Administrator for the Farmers National Banc Corp.
Dividend Reinvestment Plan" for the purchase of shares of
Farmers National Banc Corp. Common Stock. I authorize Farmers
National Bank of Canfield (Administrator) to treat the enclosed
payment as an initial Supplemental Investment to be used to
purchase shares of Common Stock as provided in the Plan. I
understand that I am not required to make Supplemental
Investments now or at any other time.
3. AUTHORIZATION.
I hereby appoint the Administrator as my agent under the terms
and conditions of the Farmers National Banc Corp. Dividend
Reinvestment Plan, to receive any cash dividends that may become
payable to me on all of the shares of Farmers National Banc
Corp. Common Stock as to which this authorization is made and to
apply such dividends and any initial supplemental Investments to
the purchase of shares as provided in the Plan.
I hereby represent and confirm that I am the record holder
(and, unless the broker/nominee form below is completed, the
sole beneficial owner) of all of the shares of Farmers National
Banc Corp. Common Stock as to which this authorization is made
and that my principal residence is in the state or country shown
below. I hereby undertake to promptly notify the Administrator
if my state or country of residence changes.
I understand that I may revoke this authorization at any time
by notifying the Administrator in writing of my desire to
terminate my participation.
Date
Shareholder Name
(print or type)
Signature X
State or country (if other than the United
States) of residence
Shareholder Name
(if jointly held) (print or type)
THIS IS NOT A PROXY
RETURN THIS FORM IF YOU WISH TO Signature X
JOIN THE PLAN. An addressed (if jointly held)
postage paid envelope is
provided for that purpose. State or country (if other than the
United States) of residence
(if jointly held)
All owners of joint registration
must sign. When signing as
trustee, guardian, executor,
administrator, or corporate
officer, please give your full
title.
(If beneficial owner is other than the holder of record)
In addition to the above statements and representations, I
hereby represent and confirm that I am the broker or nominee of
the beneficial owner of certain shares of Common Stock of
Farmers National Banc Corp. and that the beneficial owner
principally resides in the state or county (if other than the
United States) of . I hereby undertake
to promptly notify the Administrator if the state or county of residence
of the beneficial owner changes.
Broker or Nominee
EXHIBIT 99.3
FARMERS NATIONAL BANC CORP.
SHARE OWNER AUTHORIZATION FORM
FOR
OPTIONAL CASH CONTRIBUTION
SHAREOWNER:
PLEASE COMPLETE THE REVERSE OF THIS FORM AND RETURN WITH CHECK
PRIOR TO ANNOUNCED RECORD DATE.
(Front)
SHAREOWNER AUTHORIZATION FORM FOR OPTIONAL CASH CONTRIBUTION
FARMERS NATIONAL BANC CORP.
DOLLAR AMOUNT OF OPTIONAL CASH CONTRIBUTION $________ (not to
exceed $1,000.00 per quarter)
The undersigned shareholder hereby represents that he/she is the
legal owner and holder of common stock of Farmers National Banc
Corp. (Corporation) registered in his/her name on the books of
the corporation, and hereby authorizes First National Bank of
Canfield (Administrator) to invest the above stated optional
cash contribution into participating shares of Corporation's
Dividend Reinvestment Plan. Furthermore, the undersigned hereby
represents that the above stated dollar amount of optional cash
contribution has been fully paid to Corporation and is
non-assessable.
DATE:
Signature of Share Owner
NOTE: After deciding the amount of your optional cash
contribution, please mail this form and your check to Farmers
National Bank of Canfield, Administrator for the Farmers
National Banc Corp. Dividend Reinvestment Plan, 20 South Broad
Street, Canfield, Ohio, 44406, prior to the next dividend record
date. This will ensure that your contribution will be applied
to the purchase of additional shares for the next dividend
period in accordance with the Plan.
**SIGNED FORM MUST ACCOMPANY EACH CONTRIBUTION**
(Back)
EXHIBIT 99.4
FARMERS NATIONAL BANC CORP.
REQUEST FOR CHANGE
DIVIDEND REINVESTMENT PLAN SAFEKEEPING ACCOUNT
Please make the following change(s) in my Dividend Reinvestment Plan
Safekeeping Account:
Withdraw and issue ____ shares from my Dividend Reinvestment
Plan Safekeeping Account and mail certificate to the address
below.
Deposit certificate(s) no(s). ______________________________
totaling _______________ shares to my Dividend Reinvestment Plan
Safekeeping Account.
Transfer _____ shares from account no. _______________ in the
name(s) of
to account no.
in the name(s) of .
Terminate my participation in the Dividend Reinvestment Plan.
Please issue a certificate for full shares and a check for
fractional shares and mail to address below.
Change the address on account no. ________________ in the
name(s) of
. (New address is listed below.)
Date:
*Signature
Signature
Address: SIGNATURE GUARANTEED:
FNBC change by ____ Date _______
* If the shares are registered in more than one name (i.e.,
joint tenants, trustee, etc.), all registered holders must sign.
When signing as attorney, executor, administrator, trustee or
guardian, please give full title.
