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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LNB BANCORP, INC.
(Exact Name of Registrant as specified in its Charter)
OHIO 34-1406303
(State of Incorporation) (IRS Employer Identification No.)
457 BROADWAY
LORAIN, OHIO 44052
(Address of principal executive offices, including zip code)
LORAIN NATIONAL BANK EMPLOYEES' 401(K) PLAN
(Full Title of the Plan)
MR. GARY C. SMITH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LNB BANCORP, INC.
457 BROADWAY
LORAIN, OHIO 44052
(Name, address and telephone number of agent for service)
COPIES TO:
EDWIN L. HERBERT, ESQ.
WERNER & BLANK CO., L.P.A.
7205 WEST CENTRAL AVENUE
TOLEDO, OHIO 43617
(419) 841-8051
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered per Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
Common Shares, $1 par value 80,000 $21.1875 $1,695,000 $448
</TABLE>
(1) This figure has been estimated solely for the purpose of determining the
registration fee. The figure was calculated pursuant to Rule 457(c) using the
average of the high and low prices for the common shares of LNB Bancorp, Inc.
(the "Company" or "Registrant") as reported on The NASDAQ Stock Market on
January 2, 2001.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein (the
"Plan").
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed by the Company or the Plan
with the Commission are incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
(b) All reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since the
end of the fiscal year covered by the Form 10-K referred to in clause (a) above.
(c) The description of the Common Shares of the Company contained in
the Company's registration statement on Form 8-A dated February 12, 1985, and
updated in the Company's Current Report on Form 8-K filed on January 4, 2001,
and the description of the Company's Preferred Share Purchase Rights contained
in the Company's registration statement on Form 8-A filed on November 6, 2000.
(d) All documents filed by the Company or the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 1701.13(E) of the Ohio Revised Code 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,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
other than an action by or in the right of the
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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
interest of the corporation, and, with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful. Section 1701.13(E)(2) further specifies 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
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 (a) any claim, issue, or matter as to which such person shall have
been 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, and (b) any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95 of the Ohio Revised
Code concerning unlawful loans, dividends and distribution of assets.
In addition, Section 1701.13(E) requires a corporation to pay any
expenses, including attorney's fees, of a director in defending an action, suit,
or proceeding referred to above 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 both (1) repay such amount
if it is proved by clear and convincing evidence 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 and (2) reasonably cooperate with the corporation
concerning the action, suit, or proceeding. The indemnification provided by
Section 1701.13(E) shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under the articles of
incorporation or code of regulations of Registrant.
The directors and officers of the Company may be indemnified by the
Company pursuant to Article VI of the Company's Amended Code of Regulations
which provides as follows:
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Section 1. Definitions.
For purposes of this Article, the following words and phrases shall
have the meanings designated below:
a. "Claim" means, with respect to any Indemnified Individual, any and
all threatened, pending or completed claims, actions, suits or proceedings
(whether civil, criminal, administrative, investigative or otherwise and whether
under State or Federal law) and any and all appeals related thereto; and
b. "Indemnified Individual" means, subject to Section 8 of this
Article, such of the following as the Board may determine (by a majority vote of
a quorum of disinterested Directors): all past, present and future Shareholders,
Directors, Officers, employees and other agents of the Corporation acting in any
capacity at the request of or on behalf of the Corporation; and
c. "Liabilities" means any and all judgments, decrees, fines,
investigation costs, penalties, expenses, fees, amounts paid in settlement,
costs, losses, expenses (including, but not limited to, attorneys' fees and
court costs), charges, and any other liabilities actually and reasonably
incurred by an Indemnified Individual with respect to any Claim, either before
or after final disposition of the Claim.
Section 2. Indemnification for Third-Party Claims.
To the fullest extent authorized or permitted by law, the Shareholders
hereby determine that the Corporation shall indemnify and save harmless any and
all Indemnified Individuals from and against all Liabilities arising or
resulting from any Claim (other than a Claim by or in the right of the
Corporation), under which the Indemnified Individual is a party or participant
because of actions or omissions of the Corporation or of the Indemnified
Individual or of any Shareholder, Director, Officer, employee, agent or other
Person acting in any capacity at the request of or on behalf of the Corporation,
if such Indemnified Individual has acted in good faith and in a manner the
Indemnified Individual reasonably believed to be in and not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, if the Indemnified Individual had no reasonable cause to believe the
Indemnified Individual's conduct was unlawful; provided, however, that (unless
otherwise determined by a majority vote of a quorum of disinterested Directors)
the Corporation shall not indemnify or save harmless an Indemnified Individual
for such Person's willful misconduct.
Section 3. Indemnification for Claims by or in the Right of the Corporation.
To the fullest extent authorized or permitted by law, the Shareholders
hereby determine that the Corporation shall indemnify and save harmless any and
all Indemnified Individuals from and against all Liabilities arising or
resulting from any Claim by or in the right of the Corporation, under which the
Indemnified Individual is a party or participant because of actions or omissions
of the Corporation or of the Indemnified Individual or of any Shareholder,
Director, Officer, employee, agent or other Person acting in any capacity at the
request of or on behalf of the Corporation, if the Indemnified Individual acted
in good faith and in a manner the Indemnified Individual reasonably believed to
be in (or not opposed to) the best interests of the Corporation; provided,
however, that the Corporation shall not indemnify or save harmless an
Indemnified Individual for (i) such Person's adjudicated negligence or
misconduct in the
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performance of the Indemnified Individual's duty to the Corporation, or (ii) a
violation of Section 1701.95 of the Ohio Revised Code.
Section 4. Release from Liability and Contribution.
To the fullest extent authorized or permitted by law, no Indemnified
Individual shall be liable to the Corporation or to any other Person and no
Claim shall be maintained against any Indemnified Individual by the Corporation
(or, for the Corporation's benefit, by any other Shareholder) because of any
action or omission (except for willful misconduct, unless otherwise determined
by a majority vote of a quorum of disinterested Directors) of such Indemnified
Individual in any capacity at the request of or on behalf of the Corporation;
provided, however, that an Indemnified Individual shall be liable to the
Corporation for the Indemnified Individual's willful misconduct, unless
otherwise determined by a majority vote of a quorum of disinterested Directors.
To the fullest extent authorized or permitted by law, no Indemnified Individual
shall be responsible for or be required to contribute to the payment of any
Liabilities incurred by the Corporation or by any other Indemnified Individual
because of the actions or omissions (except for willful misconduct, unless
otherwise determined by a majority vote of a quorum of disinterested Directors)
of any Indemnified Individual serving in any capacity at the request of or on
behalf of the Corporation; provided, however, that an indemnified Individual
shall be liable to the Corporation and to any other Indemnified Individual for
the Indemnified Individual's willful misconduct, unless otherwise determined by
a majority vote of a quorum of disinterested Directors.
Section 5. Subrogation.
To the extent of any payment by the Corporation under this Article, the
Corporation: (i) shall be subrogated to all the Indemnified Individual's rights
of recovery from any other Person and, as a condition precedent to any
indemnification or other rights under this Article, such Indemnified Individual
shall execute all reasonable documents and take all reasonable actions requested
by the Corporation to implement the Corporation's right of subrogation, and (ii)
hereby waives any right of subrogation against or contribution from an
Indemnified Individual.
Section 6. Insurance and Similar Protection.
Whether or not the indemnification, release and other provisions of
Section 2, Section 3 or Section 4 of this Article apply, the Corporation may
purchase and maintain insurance upon and/or furnish similar protection
(including, but not limited to: trust funds, letters of credit and
self-insurance) for any Indemnified Individual to cover any Liabilities such
Indemnified Individual might incur from the exercise of the Indemnified
Individual's duties for the Corporation or from such Indemnified Individual's
capacity as an agent or representative of the Corporation.
Section 7. Other Rights.
The provisions of this Article shall be in addition to and shall not
exclude or limit any rights or benefits to which any Indemnified Individual is
or may be otherwise entitled: (a) as a matter of law or statute; (b) by the
Articles of Incorporation, Regulations or any bylaws; (c) by any agreement; (d)
by the vote of Shareholders or Directors; or (e) otherwise.
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Section 8. Conditions and Limitations.
a. As a condition precedent to the indemnification, release and/or
performance of any other obligation of the Corporation under this Article, the
Indemnified Individual must first: (1) promptly notify the President or
Secretary of the Corporation of any actual or potential Claim; and (2) authorize
and permit the Corporation, in its sole discretion, to choose any legal counsel
to defend and otherwise handle the Claim and all proceedings and matters related
thereto (including, but not limited to, any counter-claims, cross-claims and
defenses); and (3) permit the Corporation to assume total, complete and
exclusive control of the Claim and all proceedings and matters related thereto
(including, but not limited to, any counter-claims, cross-claims and defenses);
and (4) in all respects, cooperate with the Corporation and its counsel in the
defense of the Claim and in the prosecution of any counter-claims, cross-claims
and defenses.
b. At the Corporation's option, the Corporation's obligations under
this Article may cease and terminate (without notice or demand): (i) if the
Indemnified Individual is an employee of the Corporation, upon termination of
the Indemnified Individual's employment with the Corporation, or (ii) if the
Indemnified Individual is a Director or Officer, upon removal of such Director
or Officer for cause (as determined by the Board) in accordance with these
Regulations.
Registrant carries directors' and officers' liability insurance
coverage which insures its directors and officers and the directors and officer
of its subsidiaries in certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
<TABLE>
<CAPTION>
Number Exhibit
<S> <C>
4.1* Second Amended Articles of Incorporation of LNB Bancorp, Inc.
4.2** Amended Code of Regulations of LNB Bancorp, Inc.
4.3 Enrollment Form for Lorain National Bank Employees' 401(k)
Plan
5 Opinion of Werner & Blank Co., L.P.A. as to the legality of the
securities
23.1 Consent of Werner & Blank Co., L.P.A. (contained in Exhibit 5)
23.1 Consent of KPMG LLP
24 Power of Attorney
</TABLE>
The Company will submit the Plan and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the Plan under Section 401 of the
Internal Revenue Code.
<PAGE> 7
* Incorporated by reference to the Company's filing on Form 10-Q on
November 14, 2000.
** Incorporated by reference to the Company's filing on Form 8-K on
January 4, 2001.
ITEM 9. UNDERTAKINGS
(a) The undersigned 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
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.
(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 undersigned 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 (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
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(h) 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 provisions
described in Item 6, 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 in the successful defense
of any action, suit or proceedings) 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
THE REGISTRANT. 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 Lorain, State of Ohio, on January 3, 2001.
By: /s/ Gary C. Smith
----------------------------------------
Gary C. Smith
President and Chief Executive Officer
(Duly Authorized Representative)
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/ Gary C. Smith President, January 3, 2001
------------------
Gary C. Smith Chief Executive Officer and Director
(Principal Executive Officer)
January 3, 2001
/s/ Thomas P. Ryan Executive Vice President, Secretary and
------------------
Thomas P. Ryan Director
/s/ Gregory D. Friedman Executive Vice President and January 3, 2001
-----------------------
Gregory D. Friedman Chief Financial Officer
(Principal Financial Officer)
/s/ Mitchell J. Fallis Vice President and Chief Accounting Officer January 3, 2001
----------------------
Mitchell J. Fallis (Principal Accounting Officer)
</TABLE>
Directors*
Daniel P. Batista
Robert M. Campana
Terry D. Goode
Wellsley O. Gray
James R. Herrick
James F. Kidd
David M. Koethe
Benjamin G. Norton
Stanley G. Pijor
Jeffrey F. Riddell
John W. Schaeffer, M.D.
Eugene M. Sofranko
Leo Weingarten
* For each of the above directors pursuant to power of attorney filed with this
Registration Statement.
By: /s/ Gary C. Smith January 3, 2001
-----------------
(pursuant to power of attorney)
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
Lorain National Bank, the Plan administrator, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Lorain, State of Ohio, on January 3, 2001.
Lorain National Bank Employees' 401(k) Plan
By: Lorain National Bank
By: /s/ Gary C. Smith
-----------------
Gary C. Smith, President
<PAGE> 9
EXHIBIT INDEX
4.1* Second Amended Articles of Incorporation of LNB
Bancorp, Inc.
4.2** Amended Code of Regulations of LNB Bancorp, Inc.
4.3 Enrollment Form for Lorain National Bank
Employees' 401(k) Plan
5 Opinion of Werner & Blank Co., L.P.A. as to the
legality of the securities
23.1 Consent of Werner & Blank Co., L.P.A. (contained
in Exhibit 5)
23.2 Consent of KPMG LLP
24 Power of Attorney
* Incorporated by reference to the Company's filing on Form 10-Q on
November 14, 2000.
** Incorporated by reference to the Company's filing on Form 8-K on
January 4, 2001.
