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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 (Date of earliest event reported) April 18, 2000
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LNB BANCORP, INC.
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(Name of Issuer in its charter)
Ohio 0-13203 34-1406303
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
457 Broadway, Lorain, Ohio 44052
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (440) 244-6000
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
Registrant's Common Shares, par value $1.00 per share, are registered
under Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act").
This report updates the description of Registrant's Common Shares.
The Registrant is an Ohio corporation. The Registrant's Articles of
Incorporation authorize the issuance of 15,000,000 Common Shares. There are no
conversion terms, sinking fund provisions, redemption provisions or preemptive
rights associated with Registrant's Common Shares. Upon receipt of consideration
by the Registrant as fixed by Registrant's Board of Directors and which exceeds
the par value per share, each Common Share issued is then fully paid and
nonassessable. Subject to the terms of any outstanding Preferred Shares, as
described below, in the event of any liquidation of the Registrant, holders of
the Common Shares will be entitled to share ratably in all assets available for
distribution after payment of Registrant's liabilities.
Subject to the terms of any outstanding Preferred Shares, as described
below, the holders of Common Shares will be entitled to the payment of dividends
when, as and if declared by the Board of Directors of Registrant and paid out of
funds, if any, available under applicable laws and regulations for the payment
of dividends.
No restrictions on alienability of the Common Shares are imposed by the
Articles of Incorporation and Code of Regulations of the Registrant. However, in
some instances, the Registrant may impose restrictions on the sale or other
transfer of the Common Shares to the extent necessary to assure compliance with
federal and state securities laws and regulations.
The holders of the Common Shares currently possess exclusive voting
rights with respect to the capital stock of the Registrant but the voting rights
of holders of Common Shares may be affected by the issuance of Preferred Shares
of the Registrant, as described below. Each holder of Common Shares is entitled
to one vote for each Common Share held of record on all matters submitted to a
vote of holders of Common Shares. Holders of Common Shares do not have
cumulative voting rights in the election of directors. Subject to the terms of
any outstanding Preferred Shares, as described below, directors of the
Registrant are elected by a majority vote of the Common Shares represented in
person or by proxy and entitled to vote in the election. On all other matters
requiring a vote of holders of the Common Shares, unless stated differently in
the Ohio General Corporation Law or in Registrant's Articles of Incorporation or
Code of Regulations, the corporate action must be authorized by a majority vote
of the Common Shares represented in person or by proxy and entitled to vote.
The Registrant's Code of Regulations classifies the Registrant's Board
of Directors into three classes as nearly equal in number as possible, with
approximately one-third of the directors elected each year. Consequently, for
shareholders to change a majority of the directors on the board requires two
annual meetings.
The Registrant's Articles of Incorporation authorize a class of
1,000,000 no par value Voting Preferred Shares. The Registrant's Articles of
Incorporation authorize the Registrant's Board of Directors in its discretion to
adopt amendments to the Articles of Incorporation to
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provide for the issuance of one or more series of Voting Preferred Shares on
terms chosen by the Board of Directors in its discretion. These Voting Preferred
Shares may be issued with voting rights or conversion rights that could
adversely affect the voting power of the holders of Common Shares. The dividend
rights and liquidation preferences of the Common Shares are also junior to the
dividend rights and liquidation rights of any Voting Preferred Shares that may
be issued.
The Board of Directors has exercised its authority to amend the
Articles to provide for 750,000 Series A Voting Preferred Shares, which may be
issued in fractions. If any of these Series A Voting Preferred Shares are
issued, 1/100th of a Series A Voting Preferred Share will have voting, dividend
and liquidation rights comparable to one Common Share. These Series A Voting
Preferred Shares are subject to Preferred Share Purchase Rights which are
described in the Registrant's registration statement on Form 8-A filed with the
Securities and Exchange Commission on November 6, 2000.
The Registrant's Articles of Incorporation and Code of Regulations
contain certain provisions that may be viewed as having anti-takeover effects.
The affirmative vote of 75% of the Registrant's outstanding voting power is
required to approve certain business transactions (such as mergers or
disposition of substantially all of its assets) involving an "interested
shareholder", defined as another entity owning ten percent or more of the
outstanding capital stock of the Registrant, unless first approved by two-thirds
of the Registrant's directors not affiliated with the interested shareholder.
The Code of Regulations also requires the approval of 66-2/3% of the outstanding
shares, exclusive of shares held by the interested shareholder, or the payment
of a "fair price," as defined in the Articles of Incorporation, for any shares
acquired by an interested shareholder unless approved by two-thirds of the
directors who are not affiliated with the interested shareholder.
The Registrant is also subject to two sets of provisions under the Ohio
General Corporation Law which are referred to as the "Control Share Acquisition
Act" and the "Merger Moratorium Statute." The Control Share Acquisition Act
prescribes certain notice and informational filings, and special meeting and
voting procedures, which must be followed prior to consummation by an acquirer
of a company's voting shares within any of the following ranges: 20% or more but
less than 33-1/3%; 33-1/3% but less than a majority; and a majority or more. The
acquisition may be made if it is approved by both a majority of the voting power
of the company and a majority of the voting power remaining after excluding the
voting power of the acquirer and certain affiliated parties. The Merger
Moratorium Statute regulates certain business combinations between a "public
company" and an "interested shareholder" such as mergers or disposition of
substantially all of the company's assets. Subject to certain exceptions, these
transactions are prohibited for a three-year period. Prior to the end of the
three-year period, a prohibited transaction may take place provided certain
conditions are satisfied.
The provisions of the Registrant's Articles of Incorporation and Code
of Regulations described in the preceding paragraphs may have the effect of
delaying, deferring or otherwise making more difficult a change in control of
the Registrant.
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The Registrant's shareholders approved the Amended Code of Regulations
of Registrant, which is incorporated herein by reference to Item 7, Exhibit 3 of
this Form 8-K, at the annual meeting of shareholders of Registrant held April
18, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
3. Amended Code of Regulations of LNB Bancorp, Inc. (effective April 18,
2000).
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
DATED: January 4, 2001.
LNB Bancorp, Inc.
/s/ Gregory D. Friedman
Gregory D. Friedman, Executive Vice
President and Chief Financial Officer
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LNB BANCORP, INC.
FORM 8-K
EXHIBIT INDEX
Exhibit
Number Exhibit Description
3 Amended Code of Regulations of LNB Bancorp, Inc.
