SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 3, 1997
FARMERS NATIONAL BANC CORP.
(Exact name of registrant as specified in its charter)
(Commission File Number)
Ohio 34-1371693
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
20 South Broad Street
Canfield, OH 44406
(Address of principal executive offices)
(330)533-3341
(Registrants telephone number,including area code)
Item 5. Other Events.
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 respectvely. Both Amendments were adopted
and approved by the Shareholders and the Board of Directors in
accordance with the Articles of Incorporation, Code of
Regulations of the Corporation and Ohio General Corporation Law.
Due to an administrative error, however, the Certificates of
Amendment and the approporate 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 theCorporation'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.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
Exhibit 4. Articles of Incorporation
Exhibit 99.1 Certificate of Amendment
99.2 Certificate of Amendment
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Farmers National Banc Corp.
(Registrant)
Date: March 3, 1997 /s/Frank L. Paden
Frank L. Paden, President and Secretary
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 99.1
Prescribed by Charter No. 598726
Bob Taft, Secretary of State Approved CR
30 East Broad Street, 14th Floor Date 2-3-97
Columbus, Ohio 43266-0418 Fee 3035.00
Form SH-AMD a7020453501
CERTIFICATE OF AMENDMENT
by Shareholders to the Articles of Incorporation
FARMERS NATIONAL BANC CORP.
(Name of Corporation)
Frank L. Paden, who is:
[ ] Chairman of the Board [X] President [ ] Vice President
(Check one)
of the above named Ohio corporation for profit does hereby
certify that: (Check the appropriate box and complete the appropriate
statements)
a meeting of the shareholders was duly called for the purpose
of adopting this amendment and held on March 24, 1994 at which
meeting a quorum of the shareholders was present in person or by
proxy, and by the affirmative vote of the holders of shares
entitling them to exercise 75 % of the voting power of the
corporation.
in a writing signed by all of the shareholders who would be
entitled to notice of a meeting held for that purpose, the
following resolution to amend the articles was adopted:
(SEE ATTACHED RESOLUTION)
IN WITNESS WHEREOF, the above named officer, acting for and on
the behalf of the corporation, has hereto subscribed his names
this 3rd day of February, 1997.
By /s/ Frank L. Paden
Frank L. Paden, President
BE IT RESOLVED: that Article IV of the Amended Articles of
Incorporation of the Corporation be amended to read in its
entirety as follows:
The aggregate number of common shares which the corporation
shall have the authority to issue is Two Million Four Hundred
Thousand (2,400,000) shares each of Two Dollars and Fifty Cents
($2.50) 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 voted
upon directly or indirectly.
EXHIBIT 99.2
Prescribed by Charter No. 598726
Bob Taft, Secretary of State Approved CR
30 East Broad Street, 14th Floor Date 2-3-97
Columbus, Ohio 43266-0418 Fee 6535.00
Form SH-AMD a7020345101
CERTIFICATE OF AMENDMENT
by Shareholders to the Articles of Incorporation
FARMERS NATIONAL BANC CORP.
(Name of Corporation)
Frank L. Paden, who is:
[ ] Chairman of the Board [X] President [ ] Vice President
(Check one)
of the above named Ohio corporation for profit does hereby
certify that: (Check the appropriate box and complete the appropriate
statements)
a meeting of the shareholders was duly called for the purpose
of adopting this amendment and held on March 28, 1996 at which
meeting a quorum of the shareholders was present in person or by
proxy, and by the affirmative vote of the holders of shares
entitling them to exercise 75 % of the voting power of the
corporation.
in a writing signed by all of the shareholders who would be
entitled to notice of a meeting held for that purpose, the
following resolution to amend the articles was adopted:
(SEE ATTACHED RESOLUTION)
IN WITNESS WHEREOF, the above named officer, acting for and on
the behalf of the corporation, has hereto subscribed his names
this 3rd day of February, 1997.
By /s/ Frank L. Paden
Frank L. Paden, President
BE IT RESOLVED: that Article IV of the Amended Articles of
Incorporation of the Corporation be amended to read in its
entirety as follows:
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 voted upon directly or indirectly.
