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Registration No. 333-_______________.
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
under the Securities Act of 1933
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BELMONT BANCORP.
(Exact Name of Issuer as specified in its charter)
Ohio 34-1376776
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
325 Main Street
Bridgeport, Ohio 43912
(Address of principal (Zip Code)
executive offices)
Belmont National Bank 401(k) Profit Sharing Plan
(Full Title of Plan)
Wilbur R. Roat
President and Chief Executive Officer
Belmont Bancorp.
325 Main Street
Bridgeport, Ohio 43912
(Name and address of agent for service)
(740) 695-3323
(Telephone number, including area code, of agent for service)
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Copy to:
David G. Edwards, Esquire
Doepken Keevican & Weiss
58th Floor, USX Tower, 600 Grant Street
Pittsburgh, Pennsylvania 15219
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Belmont Bancorp.
Common Stock $.25 par value 500,000 $2.8438(1) $1,421,900 (1) $375.38 (1)
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</TABLE>
______________________________________
(1) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(c) for the shares registered hereunder, being the average of the high
and low prices for the Registrant's Common Stock on the Nasdaq market on
September 8, 2000.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant has incorporated by reference in this Registration
Statement the documents listed below. These documents have been filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934.
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.
2. The description of the Registrant's Common Stock included in the
Registration Statement on Form 10 filed July 30, 1984, including
any subsequent amendment or any report filed for the purpose of
updating such description.
3. The Registrant's Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
respective dates of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Ohio General Corporation Law ("OGCL") provides that Ohio
corporations may indemnify an individual made a party to any threatened,
pending, or completed action, suit or proceeding whether civil, criminal,
administrative or investigative, because the individual is or was a director,
officer, employee or agent of the corporation, against liability incurred in the
proceeding if the person: (i) acted in good faith and (ii) the individual
believes his conduct was in the corporation's best interest or was not opposed
to the corporation's best interest.
The OGCL further provides that a corporation shall indemnify an
individual who was fully successful on the merits or otherwise in any proceeding
to which the director, officer, employee or agent was a party because the
individual was or is a director, officer, employee or agent of the corporation,
for reasonable expenses incurred by the director in connection with the
proceeding. The OGCL also provides that a corporation may purchase and maintain
insurance on behalf of the individual who is or was a director, officer,
employee or agent of the corporation or who, while a director, officer, employee
or agent of the corporation is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust, employee benefit
plan or other enterprises, against liability asserted against or incurred by the
individual in that capacity or arising from the individual's status as a
director, officer, employee, or agent.
The Bylaws of the Registrant provide that the Registrant shall
indemnify a director, officer, employee or agent of the Registrant to the extent
permitted by the OGCL. Such indemnification, unless ordered by a court, shall
only be provided if the Registrant determines that such indemnification is
proper in the circumstances because the indemnified person has met the
applicable standard of conduct as set forth in the OGCL. Such determination may
be made by either:
(1) a majority of a quorum of directors not party to the proceedings;
or
(2) if such quorum is not obtainable, or if the majority vote
described in (1) above so directs, in a written opinion by
independent legal counsel; or
(3) by the shareholders; or
(4) by the court in which such proceeding was brought.
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The Registrant will maintain a directors' and officers' liability
insurance policy, including bank reimbursement, for the purpose of providing
indemnification to its directors and officers in the event of such a threatened,
pending or completed action.
The Registrant also has agreed to indemnify FiCap Strategic Partners,
LLC ("FiCap") and Doepken Keevican & Weiss ("DKW") against claims arising out of
FiCap's engagement by the Registrant to perform management services. James F.
Bauerle, a member of DKW and formerly an officer of the Registrant, and David G.
Brewick and Gregory W. Doner, formerly officers of the Registrant, are
principals of FiCap.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits accompanying this Registration Statement are listed on
the accompanying Exhibit Index.
The Registrant undertakes that it or Belmont National Bank will submit
or has submitted the Plan and any amendment thereto to the Internal Revenue
Service ("IRS") in a timely manner and it or Belmont National Bank has made or
will make all changes required by the IRS in order to qualify the Plan.
Item 9. Undertakings.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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) 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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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 that time shall be deemed to be the initial bona
fide offering thereof.
(4) 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.
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(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Bridgeport, State of Ohio, on September 11, 2000.
Belmont Bancorp.
(Registrant)
By: /s/ Wilbur R. Roat
_________________________________________
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Wilbur R. Roat and Jane R. Marsh and each of
them, with full power to act without the other, his/her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him/her and in his/her name, place and stead, in any and all capacities to
sign any or all amendments to this Registration Statement, including post-
effective amendments, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents of any of them, or any substitute or
substitutes, lawfully do or cause to be done by virtue hereof.
5
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ W. Quay Mull II Chairman of the Board, September 11, 2000
_________________________ and Director
W. Quay Mull II
/s/ Wilbur R. Roat President and Chief September 11, 2000
_________________________ Executive Officer
Wilbur R. Roat (principal executive
officer) and Director
/s/ Jane R. Marsh Secretary September 11, 2000
_________________________ (principal financial
Jane R. Marsh and accounting officer)
_________________________
J. Vincent Ciroli, Jr. Director
_________________________
Mary L. Holloway Haning Director
/s/ Charles J. Kaiser, Jr.
_________________________
Charles J. Kaiser, Jr. Director September 11, 2000
_________________________
John H. Goodman II Director
/s/ Dana J. Lewis
_________________________ Director September 11, 2000
Dana J. Lewis
_________________________ Director
James R. Miller
/s/ Terrence A. Lee
_________________________ Director September 11, 2000
Terrence A. Lee
/s/ Thomas P. Olszowy
_________________________ Director September 11, 2000
Thomas P. Olszowy
/s/ Keith A. Sommer
_________________________ Director September 11, 2000
Keith A. Sommer
/s/ Charles A. Wilson, Jr.
_________________________ Director September 11, 2000
Charles A. Wilson, Jr.
/s/ Joseph F. Banco Director September 11, 2000
__________________________
Joseph F. Banco
/s/ Robert W. Whiteside Director September 12, 2000
___________________________
Robert W. Whiteside
___________________________ Director
David R. Griffin
/s/ Jay A. Beck Director September 12, 2000
___________________________
Jay A. Beck
</TABLE>
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Index to Exhibits
4.1 Charter of the Registrant (included as an exhibit in the
Registration Statement of the Registrant filed with the Commission
on November 16, 1999, Registration No. 333-91035 and incorporated
herein by reference).
4.2 Charter Amendment of the Registrant (included as an exhibit in
Amendment No. 3 to the Registration Statement of the Registrant
filed with the Commission on February 3, 2000, Registration No.
333-91035 and incorporated herein by reference).
4.3 Bylaws of the Registrant, as amended to date (included as an
exhibit in the Registration Statement of the Registrant filed with
the Commission on November 16, 1999, Registration No. 333-91035 and
incorporated herein by reference).
23.1* Consent of S.R. Snodgrass A.C.
23.2* Consent of Crowe, Chizek and Company LLP
24.1 Powers of Attorney (included on signature page of the
Registration Statement).
_________________________
* Filed herewith.
