<PAGE>
Registration No. 333-81543
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CNB FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 6022 25-1450605
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1 South Second Street, Clearfield, PA 16830 (814) 765-9621
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(Address, including ZIP Code, and telephone number, including area code, of
registrant's principal executive offices)
James P. Moore, 1 South Second Street, Clearfield, PA 16830 (814) 765-9621
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(Name, address, including ZIP Code, and telephone number, including area code,
of agent for service)
_______________________________
Copies to:
Michael M. Lyons, Esq. Michael L. Hund, Esq.
Klett Lieber Rooney & Schorling, Reed Smith Shaw & McClay, LLP
A Professional Corporation 213 Market Street
40/th/ Floor, One Oxford Centre Harrisburg, Pennsylvania 17108
Pittsburgh, Pennsylvania 15219
_______________________________
Approximate date of commencement of proposed sale of the securities to the
public: as soon as practicable after the effective date of this Registration
Statement and the effective time of the merger described in the Prospectus/Proxy
Statement forming a part of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules.
The following exhibits are filed as part of this registration
statement:
2A Agreement and Plan of Merger between registrant and County
National Bank and The First National Bank of Spangler dated as of
April 27, 1999, included in the registration statement as
Appendix A to the Prospectus/Proxy Statement and incorporated
herein by reference. The schedules and exhibits thereto include
such information as summaries of insurance policies, certain
agreements, lists of employees and benefit plans of Spangler, and
charter and bylaws of the parties. Registrant agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the
Commission upon request.
3A Articles of Incorporation of registrant, as amended to date,
filed as Exhibit 3(i) to Form 10-K for the year ended December
31, 1998 and incorporated herein by reference.
3B Bylaws of registrant, as amended to date, filed as Exhibit 3(ii)
to Form 10-K for the year ended December 31, 1998 and
incorporated herein by reference.
5A Opinion and consent of Klett Lieber Rooney & Schorling, a
Professional Corporation, filed herewith.
8A Opinion and consent of Reed Smith Shaw & McClay LLP, filed
herewith.
10A Non-Qualified Deferred Compensation Plan for Outside Directors of
the registrant, filed as Exhibit 10(iii)A to Form 10-K for the
year ended December 31, 1998 and incorporated herein by
reference.*
21A Subsidiaries of the Registrant, filed as Exhibit 21 to Form 10-K
for the year ended December 31, 1998 and incorporated herein by
reference.
23A Consent of Independent Auditors of registrant.**
23B Consent of Independent Auditors of The First National Bank of
Spangler.**
23C Consent of Klett Lieber Rooney & Schorling, a Professional
Corporation (included in Exhibit 5A).
23D Consent of Reed Smith Shaw & McClay LLP (included in Exhibit 8A).
23E Consent of Danielson Associates Inc.**
24A Power of Attorney (included on page II-4 of the initial
Registration Statement).
_________________________
*Compensatory plan.
**Filed with the initial Registration Statement.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Borough of
Clearfield, Commonwealth of Pennsylvania, on July 12, 1999.
CNB FINANCIAL CORPORATION
(Registrant)
By: /s/ James P. Moore
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James P. Moore, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
William R. Owens* Chairman of the Board July 12, 1999
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William R. Owens
/s/ James P. Moore Director, President and July 12, 1999
- ----------------------------------- Chief Executive Officer
James P. Moore
William F. Falger* Director, Executive Vice July 12, 1999
- ----------------------------------- President, Principal
William F. Falger Financial Officer and
Principal Accounting
Officer
Robert E. Brown* Director July 12, 1999
- -----------------------------------
Robert E. Brown
Richard D. Gathagan* Director July 12, 1999
- -----------------------------------
Richard D. Gathagan
James J. Leitzinger* Director July 12, 1999
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James J. Leitzinger
Edward B. Reighard* Director July 12, 1999
- -----------------------------------
Edward B. Reighard
Peter F. Smith* Director July 12, 1999
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Peter F. Smith
Joseph L. Waroquier, Sr.* Director July 12, 1999
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Joseph L. Waroquier, Sr.
*By: /s/ James P. Moore
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James P. Moore
Attorney-in-Fact
II-2
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EXHIBIT INDEX
No. Document
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2A Agreement and Plan of Merger between registrant and County National
Bank and The First National Bank of Spangler dated as of April
27, 1999, included in the registration statement as Appendix A to
the Prospectus/Proxy Statement.*
3A Articles of Incorporation of registrant, as amended to date.*
3B Bylaws of registrant, as amended to date.*
5A Opinion and consent of Klett Lieber Rooney & Schorling, a Professional
Corporation.
8A Opinion and consent of Reed Smith Shaw & McClay LLP.
10A Non-Qualified Deferred Compensation Plan for Outside Directors of
the registrant.*
21A Subsidiaries of the Registrant.*
23A Consent of Independent Auditors of registrant.**
23B Consent of Independent Auditors of The First National Bank of
Spangler.**
23C Consent of Klett Lieber Rooney & Schorling, a Professional
Corporation (included in Exhibit 5A).
23D Consent of Reed Smith Shaw & McClay LLP (included in Exhibit 8A).
23E Consent of Danielson Associates Inc.**
24A Power of Attorney (included on page II-4 of the initial Registration
Statement).
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*Incorporated by reference.
**Filed with the initial Registration Statement.
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Exhibit 5A
July 12, 1999
CNB Financial Corporation
1 South Second Street
Clearfield, Pennsylvania 16830
Re: Registration Statement on Form S-4
Registration No. 333-81543
237,500 Shares of Common Stock
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Ladies and Gentlemen:
We have acted as your counsel in connection with the registration with the
Securities and Exchange Commission (the "Commission") of 237,500 shares of your
Common Stock, $1.00 par value per share (the "Shares"), that may be issued by
you pursuant to the Agreement and Plan of Merger dated as of April 27, 1999
between you and County National Bank and The First National Bank of Spangler
(the "Merger Agreement").
In that connection, we have examined originals or copies certified or
otherwise identified to our satisfaction of the Merger Agreement and such other
documents, corporate records and other instruments as we have deemed necessary
or appropriate for the purposes of this opinion. Based on the foregoing, we are
of the opinion that the Shares, when issued in accordance with the provisions of
the Merger Agreement, will have been validly issued and will be fully paid and
nonassessable. In rendering this opinion we have of course assumed that the
certificates evidencing the Shares will be properly executed and authenticated.
We consent to the filing of this opinion with the Commission as an exhibit to
the Registration Statement on Form S-4 for registration of the Shares under the
Securities Act of 1933, as amended, and to the reference to us under "LEGAL
MATTERS" in the Prospectus/Proxy Statement included in the Registration
Statement.
Very truly yours,
/s/ Klett Lieber Rooney & Schorling
KLETT LIEBER ROONEY & SCHORLING,
a Professional Corporation
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Exhibit 8A
[Letterhead of Reed Smith Shaw & McClay LLP]
Reed Smith Shaw & McClay LLP
2500 One Liberty Place
1650 Market Street
Philadelphia, Pennsylvania 19103-7301
Phone: 215-851-8100
Fax: 215-851-1420
July 12, 1999
The First National Bank of Spangler
1808 Bigler Avenue
Spangler, Pennsylvania 15775
Re: Merger of The First National Bank of Spangler
With and Into County National Bank
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Dear Sirs:
You have requested our opinion as to certain federal income tax consequences
resulting from the merger (the "Merger") of The First National Bank of Spangler,
a national banking association ("Company"), and County National Bank, a national
banking association ("County"), pursuant to the Agreement and Plan of Merger,
dated as of April 27, 1999 (the "Merger Agreement"), by and among CNB Financial
Corporation, a Pennsylvania corporation ("Acquiror"), Company and County. Under
the terms of the Merger Agreement, Company will merge with and into County, a
wholly-owned subsidiary of Acquiror. Capitalized terms not defined in this
opinion letter have the meanings given them in the Merger Agreement.
In rendering this opinion, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the following:
(i) the Merger Agreement;
(ii) the representations made to this firm by Company in the Company
Officer's Certification dated July 12, 1999 (the "Company
Officer's Certificate");
(iii) the representations made to this firm by Acquiror and County in
Acquiror and County Officer's Certificate dated July 12, 1999
(the "Acquiror Officer's Certificate"); and
(iv) such other documents and information as we deemed to be
necessary or appropriate in order to render the opinions set
forth herein.
In our review, we have assumed the accuracy of all information set forth in such
documents, the genuineness of all signatures on the documents which we have
reviewed and the conformity with the originals (and the authenticity of such
originals) of all documents submitted to us as copies.
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The First National Bank of Spangler
July 12, 1999
Page -2-
Pursuant to the Merger Agreement, Company will be merged with and into County
and County shall be the surviving corporation of the Merger. In the Merger,
shares of the Company's common stock (the "Spangler Common Stock") held by each
Shareholder will be converted into 95 shares of Acquiror common stock ("Acquiror
Common Stock"). A holder of Spangler Common Stock who would otherwise receive
fractional shares, will instead receive cash in lieu of fractional shares
as set forth in the Merger Agreement. A holder of Spangler Common Stock who
dissents from the Merger Agreement or who shall have voted against the Merger
and shall have complied with the applicable provisions of the National Bank Act
shall, subject to the provisions of the Merger Agreement, be entitled to receive
the value of his Spangler Common Stock upon a timely written request made to
Acquiror. Persons entitled to receive cash pursuant to the preceding sentence
shall not exceed 10 percent of the number of shares of Spangler Common Stock
outstanding immediately prior to the Merger.
We have made the following assumptions in rendering the opinions set forth
below:
(i) the Merger will be consummated in the manner described in the Merger
Agreement;
(ii) the representations made in the Company Officer's Certificate are
true and correct as of the date thereof and as of the Effective Time;
and
(iii) the representations made in the Acquiror Officer's Certificate are
true and correct as of the date thereof and as of the Effective Time.
Based upon and subject to the foregoing, we are of the opinion that:
1. For federal income tax purposes, the Merger of Company into County will
constitute a reorganization within the meaning of the Internal Revenue Code of
1986, as amended (the "Code"). Code Section 368(a)(1)(A) and Section
368(a)(2)(D). Each of Acquiror, Company, and County will be a "party to a
reorganization" within the meaning of Code Section 368(b).
2. No gain or loss will be recognized by Acquiror, Company, or County by
reason of the Merger. Code Section 361 and Code Section 1032.
3. No gain or loss will be recognized by a holder of Spangler Common Stock
attributable to consideration provided in the Merger by Acquiror or County in
excess of the amount of cash received by such holder as a result of the Merger.
Code Sections 354(a)(1).
4. The basis of a holder of Spangler Common Stock in the shares of Acquiror
Common Stock which he will receive in the Merger will be (i) the same as his
basis in the shares of Spangler Common Stock surrendered in exchange therefor,
(ii) increased by the amount of gain recognized by him as a result of the
Merger, (iii) reduced by the basis of any fractional shares which will be
exchanged for cash, and (iv) reduced by the amount of cash received. Code
Section 358(a)(1).
5. The holding period of the shares of Acquiror Common Stock to be received
in the Merger by each Shareholder of Company will include the holding period of
the Spangler Common Stock surrendered by him, provided that the shares of
Spangler Common Stock were held as capital assets on the date of the Merger.
Code Section 1233(1).
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The First National Bank of Spangler
July 12, 1999
Page -3-
Our opinion is limited to the foregoing federal income tax consequences of
the Merger. Further, our opinion is based on the Code, Treasury Regulations,
case law, and Internal Revenue Service announcements and rulings as of the date
of this opinion. All such authorities are subject to change, which change may be
retroactive and may affect the conclusions rendered in this opinion.
This opinion is given to you by us solely for your use and, except as set
forth in the following sentence, is not to be quoted or otherwise referred to or
furnished to any governmental agency (other than to the Internal Revenue Service
in connection with an examination of the transaction contemplated by the Merger
Agreement) or to other persons without our prior written consent. We consent to
the filing of this opinion with the Securities and Exchange Commission as an
Exhibit to the Registration Statement on Form S-4 filed by CNB Financial
Corporation, Registration No. 333-81543.
Very truly yours,
/s/ Reed Smith Shaw & McClay LLP
REED SMITH SHAW & McCLAY LLP
WLK/CDD:fgy
