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As filed with the Securities and Exchange Commission on August 17, 1999
Registration No. ______________
----------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNB CORP.
(Exact name of registrant as specified in its charter)
Ohio 34-1442295
- ------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
P.O. BOX 24190
CANTON, OHIO 44701-4190
(330) 438-1202
(Address including Zip Code, and telephone number, including
area code, of registrant's principal executive offices)
--------------------
James J. Pennetti
Vice President and Treasurer
P.O. Box 24190
Canton, Ohio 44701-4190
(330) 438-1202
(Name, address, including Zip Code, and telephone number, including
area code, of agent for service)
--------------------
Copy to:
Anthony E. Efremoff
Black, McCuskey, Souers & Arbaugh
1000 United Bank Plaza
220 Market Avenue South
Canton, Ohio 44702
(330) 456-8341
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.:
/ X /
<PAGE> 2
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / _______________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------- -------------------- ----------------------- ---------------------- ------------------------
Title of each class Proposed maximum Proposed maximum Amount of
of securities to be Amount to be offering price per aggregate offering registration
registered registered unit(1) price (1) fee
- --------------------------------------- -------------------- ----------------------- ---------------------- ------------------------
<S> <C> <C> <C> <C>
Common Stock, without par value 1,000,000 $16.68 $16,680,000 $4,637.04
- --------------------------------------- -------------------- ----------------------- ---------------------- ------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
based, pursuant to Rule 457(b), upon the mean of the bid and ask price of the
Registrant's Common Stock on the over-the-counter market on August 9, 1999, a
date within fifteen days of the date on which this registration statement was
filed.
<PAGE> 3
PROSPECTUS
UNB CORP.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
---------------------
1,000,000 Shares
Common Stock
--------------------
This Prospectus describes UNB Corp.'s (the "Company") Dividend Reinvestment and
Stock Purchase Plan (the "Plan") under which shares of the Company's Common
Stock will be purchased by the Plan for participants with automatically
reinvested dividends. The Plan also permits shareholders who become participants
in the Plan to make optional cash investments of not less than $500 or more than
$5,000 per month for investment in Common Stock.
The Plan provides an economical and convenient method for the holders of shares
of the Company's Common Stock to purchase additional shares of Common Stock at
the market price, plus applicable brokerage commissions, if any. The Company's
Common Stock is presently traded in the over-the-counter market. The Company has
filed an application to have the shares of Common Stock traded on the Nasdaq
National Market which it expects will be approved by September 30, 1999. On
August 9, 1999 the average of the closing bid and asked prices for the Company's
Common Stock was $16.68.
The Plan does not represent a change in the Company's dividend policy or a
guarantee of future dividends. Shareholders who do not wish to participate in
the Plan will continue to receive cash dividends, as declared, in the manner
they have selected.
The Company has authorized the issuance of, and this Prospectus relates to,
1,000,000 authorized and unissued shares of the Company's Common Stock
registered for purchase under the Plan. The Company reserves the right to
suspend or terminate the Plan, in whole or in part, or to modify the pricing or
any other provision of the Plan at any time. It is suggested that this
Prospectus be retained for further reference.
* * * * *
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is August 17, 1999.
<PAGE> 4
THE COMPANY
The Company is an Ohio corporation and is a one-bank holding company registered
under the Federal Bank Holding Company Act with its corporate headquarters in
Canton, Ohio. Its principal activity is owning and operating its wholly-owned
subsidiary, United National Bank & Trust Company (the "Bank"), a national bank
engaged in the business of commercial banking.
This Prospectus relates to authorized and unissued Common Stock offered by the
Company pursuant to the Plan. The Company may also purchase shares of Common
Stock on the open market which will be used pursuant to the terms of the Plan.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Act") and in accordance therewith files annual and
quarterly reports, proxy statements and other information with the Securities
and Exchange Commission. Such reports, proxy statements and other information
filed by the Company can be read and copied at the Public Reference Room of the
Securities and Exchange Commission at 450 Fifth Street N.W., Washington, D.C.
20549. You may obtain information on the operation of the Public Reference Room
by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Company
is also subject to the electronic filing requirements of the Securities and
Exchange Commission. The Securities and Exchange Commission maintains a web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Securities and Exchange
Commission and that is located at http://www.sec.gov.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Securities and Exchange
Commission are incorporated herein by reference:
a. the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission for the year ended December
31, 1998;
b. the Company's Quarterly Reports on Form 10-Q filed with the
Securities and Exchange Commission for the periods ended March
31, 1999 and June 30, 1999;
c. the description of the Company's Common Stock which is
contained in the Company's Registration Statement on Form 8-A
filed under the Act, including any amendments or reports for
the purpose of updating such description.
All documents subsequently filed by the Company after the date of this
Prospectus pursuant to Section 13(a), 13(c), 14, or 15(d) of the Act prior to
the termination of this offering will be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents.
The Company will provide, at no cost to each person, including any beneficial
owner, to whom this Prospectus is delivered, upon written or oral request, a
copy of any and all of the information that has been incorporated by
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reference in this Prospectus not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that the Prospectus incorporates. Requests for
such copies should be addressed to the Secretary of UNB Corp., P.O. Box 24190,
Canton, Ohio 44701-4190 (telephone number (330) 438-1223).
DESCRIPTION OF THE PLAN
The following is a question-and-answer statement of the provisions of UNB
Corp.'s Dividend Reinvestment and Stock Purchase Plan for shareholders of the
Company. Questions and Answers 1 through 29 both explain and constitute the
Plan, which was adopted by the Company's Board of Directors on August 12, 1999.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The Plan offers record holders of the Company's Common Stock a
systematic method of investing their cash dividends in Common
Stock. The Plan also offers holders of Common Stock a method
of investing additional cash in Common Stock through optional
cash investments. The Plan is designed to promote long-term
ownership among investors who are committed to building their
UNB Corp. stock ownership over time. Because the Common Stock
may be purchased from the Company, the Plan could also provide
the Company with a means of raising new capital.
2. WHAT ARE SOME OF THE ADVANTAGES OF THE PLAN?
Shareholders of record who enroll in the Plan will have all
cash dividends on their shares of Common Stock or any
designated percentage of those cash dividends automatically
reinvested in shares of Common Stock at market prices, plus
applicable brokerage commissions, if any. Full investment of
cash dividends is possible because the Plan permits fractions
of shares, as well as full shares, to be credited to accounts.
In addition, dividends will be paid on all full and fractional
shares. Over time, reinvested dividends have a compounding
effect by earning dividends themselves. A participant in the
Plan will also have the opportunity to acquire additional
shares by making optional cash investments not more than once
a month of not less than $500 or more than $5,000 per month.
Shares of Common Stock purchased with optional cash payments
will be purchased at market price, plus applicable brokerage
commissions, if any.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
United National Bank & Trust Company (the "Agent") will
administer the Plan, keep records, send statements of accounts
to participants and perform other duties relating to the Plan.
Shares of Common Stock purchased pursuant to the Plan will be
registered in the name of the Agent or its nominee, as agent,
and will be credited to the accounts of the participants by
the Agent.
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ELIGIBILITY
4. WHO IS ELIGIBLE TO PARTICIPATE?
All shareholders of record of the Company's Common Stock are
eligible to participate in the Plan. You are a shareholder of
record if shares of UNB Corp. Common Stock are registered in
your name. Any beneficial owners of shares of Common Stock
whose shares are registered in names other than their own (for
instance, in the name of a broker or bank nominee) must become
shareholders of record by having their shares transferred into
their names before they may participate in the Plan.
PARTICIPATION BY SHAREHOLDERS
5. HOW DO SHAREHOLDERS PARTICIPATE?
An eligible shareholder may join the Plan by completing and
signing a Dividend Election Form and returning it to the
Agent. A Dividend Election Form and a postage-paid return
envelope may be obtained at any time by writing to United
National Bank & Trust Company, P.O. Box 24190, Canton, Ohio
44701-4190, Attention: DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN.
6. WHEN MAY AN ELIGIBLE SHAREHOLDER JOIN THE PLAN?
You may join the Plan at any time. If the Dividend Election
Form is received by the Agent prior to the dividend record
date (dividend record dates normally occur in March, June,
September, and December), the next dividend paid will be used,
pursuant to the Plan, to buy shares of Common Stock. If the
Dividend Election Form is received on or after the dividend
record date, that dividend will be paid in cash and
participation in the Plan will begin with the subsequent cash
dividend payment. After enrolling in the Plan, you may make
optional cash investments to acquire additional shares.
7. WHAT DOES THE DIVIDEND ELECTION FORM PROVIDE?
The Dividend Election Form enrolls the participant in the Plan
and it directs the Agent to reinvest all or a designated
percentage of dividends on the shares of Common Stock
registered in the participant's name.
8. CAN SHAREHOLDERS PARTICIPATE WITH LESS THAN 100% OF THEIR CASH
DIVIDENDS?
Yes. Eligible shareholders have the option under the Plan to
reinvest automatically all or any lesser whole percentage of
cash dividends from shares registered in their names. The
percentage of participation desired should be specified on the
Dividend Election Form. Once the percentage of cash dividends
to be reinvested has been selected, that percentage will
remain in effect until a new Dividend Election Form is filed
with the Agent. Therefore, any increase or decrease in the
number of shares registered in a participant's name will
result in an increase or decrease in the amount of dividends
reinvested under the Plan, unless the reinvestment percentage
is changed accordingly (see Question 10).
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9. CAN SHAREHOLDERS HAVE ALL THEIR SHARES PRESENTLY REGISTERED IN
THEIR NAMES DEPOSITED IN THE PLAN?
Yes. You can deposit the shares registered in your name into
the Plan. Depositing shares with the Plan will enable you to
receive one statement showing your total ownership of the
Company's shares and eliminate any expense or inconvenience
related to safekeeping your shares in certificate form. In
order to deposit shares with the Plan, you must execute the
stock transfer instructions on the reverse of the stock
certificate and deliver the certificate with a written request
for the Agent to deposit the shares in the Plan. This request
must be sent to United National Bank & Trust Company, P.O. Box
24190, Canton, Ohio 44701-4190, Attention: DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN.
10. CAN SHAREHOLDERS CHANGE THEIR REINVESTMENT PERCENTAGE?
Yes. You may change the percentage of dividends which you wish
to have reinvested under the Plan at any time. To do so, a new
Dividend Election Form must be completed and returned to the
Agent. The answer to Question 5 tells how to obtain a Dividend
Election Form and return envelope. A new Dividend Election
Form changing the percentage of dividends to be reinvested
must be received by the Agent prior to the dividend record
date to be effective for that dividend.
11. ARE ADDITIONAL CASH INVESTMENTS POSSIBLE?
Yes. Once you have enrolled in the Plan, you may invest any
amount from $500 to $5,000 each month for the purchase of
additional shares. These additional investments can be made at
any time (but not more than once a month) in varying amounts
as long as each investment falls within the above limits.
Additional investments must be received by the Agent by the
10th day of the month. The Agent will pool all cash received
and purchase additional shares of Common Stock as promptly as
practicable. No interest will be paid on funds held by the
Agent prior to the purchase of shares.
PURCHASES
12. WHEN WILL PURCHASES OF SHARES BE MADE UNDER THE PLAN?
Purchases for dividend reinvestment will be made on a
quarterly basis and may extend over a number of days to meet
the requirements of the Plan. Purchases for optional cash
investments will be made as promptly as practicable and may
extend over a number of days.
Because the Agent will be the purchasing party on behalf of
the Plan, you will not be able to control either the timing or
pricing of shares purchased or the selection of the
broker/dealer through which the purchases are made. As a
result, you will not be able to time purchases and will bear
the market risk associated with fluctuations in the price of
the Company's Common Stock prior to the time the Agent
purchases the stock.
13. WHERE WILL THE SHARES COME FROM?
The Agent will purchase the shares in the open market to the
extent such shares are available. To the extent such shares
are not available in the open market, the Company may choose,
in its sole discretion, to make shares of Common Stock
available for purchase under the Plan from its
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authorized but unissued shares. The Company reserves the right
to cease or resume making additional shares available for
purchase under the Plan at any time and from time to time.
If at any time the Agent is unable to purchase shares of
Common Stock in the open market (which may occur by reason of
the operation of applicable securities laws, the closing of
the securities markets, a temporary curtailment or suspension
of open market purchases or other reasons) and the Company
determines not to make additional shares available for
purchase under the Plan, neither the Company nor the Agent
shall have any liability to any participant arising out of the
inability to make purchases at such time. If shares of Common
Stock are not available for purchase for a period longer than
45 days after a dividend payment date, in the case of dividend
reinvestments, or 45 days after the 10th day of the month, in
the case of optional cash investments, the Agent will mail to
each participant a check in the amount of any unapplied cash
dividends or unapplied optional cash investments credited to
the participant's Plan accounts, without interest.
The Company has filed an application to have its shares of
Common Stock traded on the Nasdaq National Market which is
expected to be approved by September 30, 1999.
14. WHAT WILL BE THE PRICE OF COMMON STOCK PURCHASED UNDER THE
PLAN?
If the shares are purchased in the open market, the price per
share will be the weighted average purchase price of shares
purchased to satisfy Plan requirements, plus applicable
brokerage commissions, if any.
If the shares are purchased from the Company prior to the time
the Common Stock is traded on the Nasdaq National Market, the
price per share will be the average of the closing bid and
asked prices during the five trading days immediately
preceding the record date, in the case of dividend
reinvestments, or the purchase date, in the case of optional
cash investments.
If the shares are purchased from the Company after the Common
Stock is traded on the Nasdaq National Market, the price per
share will be the average of the daily high and low sale
prices reported on the Nasdaq National Market during the five
trading days immediately preceding the record date, in the
case of dividend reinvestments, or the purchase date, in the
case of optional cash investments.
15. HOW WILL THE NUMBER OF SHARES PURCHASED FOR EACH PARTICIPANT
BE DETERMINED?
The number of shares that will be purchased from a
participant's dividend or optional cash investment will depend
on the amount of that dividend or optional cash investment and
the applicable purchase price of the Common Stock, plus
brokerage commissions, if any. The participant's account will
be credited with the number of shares (including any
fractional share computed to six decimals) that results from
dividing the amount to be invested by the applicable purchase
price, plus brokerage commissions, if any.
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DIVIDENDS
16. WILL DIVIDENDS BE PAID ON SHARES HELD IN PLAN ACCOUNTS?
Yes. Cash dividends on full shares, and any fraction of a
share, credited to each Plan account will be reinvested
automatically under the Plan in additional shares of Common
Stock and credited to each account.
COSTS OF PARTICIPATION
17. ARE THERE ANY OUT-OF-POCKET EXPENSES TO A SHAREHOLDER WHO
PARTICIPATES IN THE PLAN?
There are no service fees or charges to participants in
connection with purchases of shares of Common Stock under the
Plan or for the administration of the Plan. However, the total
cost of shares purchased in the open market with reinvested
dividends or optional cash investments will include applicable
brokerage commissions, if any. No brokerage fees will be
applicable to shares purchased from the Company. In addition,
if you ask the Agent to sell the shares credited to your
account upon your withdrawal from the Plan, you will be
required to pay a brokerage commission, if any, which will be
deducted from the sale proceeds.
18. CAN A PARTICIPANT SELL ANY OR ALL OF THE SHARES HELD IN AN
ACCOUNT UNDER THE PLAN?
Yes. You may request in writing that any or all shares
credited to your account in the Plan be sold on the open
market. Any such request must be signed by you with your
signature guaranteed with a Medallion Signature Guarantee
which can be obtained from a broker or bank where you have an
account. Mail the request to United National Bank & Trust
Company, P.O. Box 24190, Canton, Ohio 44701-4190, ATTENTION:
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN.
Upon receipt of your written request, the Agent will sell the
number of whole shares indicated for sale in the written
request. If you instruct the Agent to sell shares, you will
pay all brokerage fees, if any, which will be deducted from
the proceeds of the sale by the Agent. Cash payments for
fractional shares will be paid to you by the Agent based on
the selling price of the whole shares. You will bear the
market risk associated with fluctuations in the price of the
Company's Common Stock prior to the time the Agent sells the
stock.
REPORTS TO PARTICIPANTS
19. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS?
On a quarterly basis, the Agent will mail to participants a
statement showing amounts invested, the purchase price, the
number of shares purchased, the fair market value of the
shares held and other similar information. These statements
are the participant's record of the costs of purchases and
should be retained for income tax and other purposes. In
addition, participants will receive copies of the same
communications sent to all other holders of shares of Common
Stock, including the Company's quarterly reports and annual
report to shareholders, a notice of the annual meeting and
proxy statement and Internal Revenue Service information for
reporting dividend income received.
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CERTIFICATES FOR SHARES
20. WILL CERTIFICATES BE ISSUED TO PARTICIPANTS FOR COMMON STOCK
PURCHASED?
No. Certificates for shares of Common Stock purchased under
the Plan will not be issued to you. The number of shares
credited to your account under the Plan will be shown on your
statement.
21. CAN A PARTICIPANT PLEDGE THE SHARES CREDITED TO HIS ACCOUNT IN
THE PLAN?
No. If you wish to pledge shares credited to your account, you
must request that certificates for the shares be issued in
your name.
Upon your written request, a certificate for any number of
whole shares credited to your account will be issued and
registered in your name and delivered to you. This request
should be mailed to United National Bank & Trust Company, P.O.
Box 24190, Canton, Ohio 44701-4190, Attention: DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN. Any remaining whole
shares and fractions of a share will continue to be held in
your account.
WITHDRAWAL
22. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
You must notify the Agent in writing that you wish to withdraw
from the Plan. This notification must be mailed to United
National Bank & Trust Company, P.O. Box 24190, Canton, Ohio
44701-4190, Attention: DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN.
Upon withdrawal from the Plan or upon termination of the Plan
by the Company, a certificate for the total number of whole
shares credited to your account under the Plan will be
delivered to you and cash payment will be made for any
fractions of shares. Cash payments for fractional shares under
the Plan will be based on the current market price. If you
withdraw from the Plan prior to the time the Common Stock is
traded on the Nasdaq National Market, the market price will be
the average of the closing bid and asked prices on the date a
withdrawal request is received by the Agent. If you withdraw
from the Plan after that time, the market price will be the
average of the high and low prices of the Common Stock
reported on the Nasdaq National Market on the date a written
withdrawal request is received by the Agent. Upon withdrawal
from the Plan, you may request that all shares, both whole and
fractional, credited to your account in the Plan, be sold by
the Agent. If a sale is requested, the Agent will place a sale
order for the whole shares for your account through a broker
selected by the Agent. You will receive a check for the
fractional shares plus the sale proceeds, less any brokerage
commissions.
23. WHEN MAY A SHAREHOLDER REJOIN THE PLAN?
If you withdraw from the Plan, you may again become a
participant at any time as long as you are then an eligible
shareholder (see Question 5 and 6).
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OTHER INFORMATION
24. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR
DECLARES A STOCK SPLIT?
For shares held in the Plan, any Common Stock dividends or
splits (including fractional shares) will be credited to your
account.
25. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF
SHAREHOLDERS?
Any shares held in the Plan for you will be voted as you
direct. For each meeting of shareholders, you will receive a
proxy card which will enable you to vote all the shares held
for your account under the Plan, including fractions of a
share calculated to six decimals.
26. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE AGENT UNDER
THE PLAN?
The Company and the Agent, in administering the Plan, shall
not be liable for any act performed in good faith or for any
good faith omission to act, including, without limitation, any
claim of liability (a) arising out of failure to terminate a
participant's account upon such participant's death before the
actual receipt of a notice in writing of such death and (b)
with respect to the prices at which shares of Common Stock are
purchased or sold for a participant's account or the times
when such purchases or sales are made.
THE COMPANY CANNOT ASSURE PARTICIPANTS OF A PROFIT OR PROTECT
THEM AGAINST A LOSS ON SHARES PURCHASED UNDER THE PLAN.
27. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION
IN THE PLAN?
For federal income tax purposes, participants will be treated
as having received, on the dividend payment date, the full
amount of the dividend in cash. That amount will be shown on
the Company's regular reports to participants and will be
supplied, for federal income tax reporting purposes, on the
Form 1099 delivered to participants each year.
A participant's holding period for shares acquired pursuant to
the Plan shall begin on the purchase date for shares acquired
directly from the Company. For shares acquired in the open
market, the holding period begins on the date the shares are
credited to a participant's account. The tax basis of shares
acquired under the Plan will be the purchase price for the
shares plus any commissions paid by the Agent in connection
with shares purchased in the open market.
Participants will not realize any taxable income when they
receive certificates for whole shares credited to Plan
accounts, either upon request or upon a participant's
withdrawal from the Plan, or upon termination of the Plan.
Participants may realize gain or loss when they sell or
exchange those shares. The amount of such gain or loss will be
the difference between the amount received for the shares and
the cost basis thereof. Participants are urged to consult
their tax advisors as to the tax consequences of receiving a
cash adjustment for a fractional share credited to their
accounts upon withdrawal from, or termination of, the Plan.
28. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED TO
SHAREHOLDERS?
In the case of those shareholders who elect to have their
dividends reinvested pursuant to the Plan and whose dividends
are subject to United States income tax withholding, the
amount of the
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tax to be withheld shall be deducted from the amount of their
dividends to determine the net amount of dividends to be
reinvested.
29. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend or terminate the
Plan, in whole or in part, or to modify the pricing or any
other provision of the Plan at any time. All participants will
receive notice of any such action. Any such modification,
suspension or termination will not affect previously executed
transactions. The Company also reserves the right to adopt,
and from time to time change, such administrative rules and
regulations (not inconsistent in substance with the basic
provisions of the Plan as then in effect) as it deems
desirable or appropriate for the administration of the Plan.
USE OF PROCEEDS
The Company cannot estimate either the number of shares of Common Stock that
will ultimately be issued pursuant to the Plan or the prices at which such
shares will be issued. The proceeds from any such issue will be added to the
working capital of the Company and will be available for general corporate
purposes.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Amended Articles of Incorporation authorizes the Company to indemnify any
shareholder, officer, or director who was or is a party or is threatened to be
made a party to any civil, criminal, administrative or investigative action,
suit or proceeding by reason of the fact that the person was a shareholder,
officer or director of the Company or any of its subsidiaries. Such
indemnification is permitted only if the shareholder, director or officer acted
in good faith and in a manner reasonably believed to be in or not opposed to the
best interest of the Company or had no reasonable cause to believe his conduct
was unlawful in a criminal action.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, or persons controlling the
registrant pursuant to the foregoing provisions, the Company has been informed
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.
LEGAL MATTERS
Legal matters in connection with the issuance of the Common Stock pursuant to
the Plan shall be passed upon by the firm of Black, McCuskey, Souers & Arbaugh,
Canton, Ohio.
EXPERTS
The consolidated financial statements of UNB Corp. appearing or incorporated by
reference in the Annual Report of UNB Corp. on Form 10-K for the year ended
December 31, 1998 have been audited by Crowe, Chizek and Company LLP,
independent certified public accountants, as set forth in their report thereon
included therein and are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
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================================================================================
No person is authorized to give any information or to make any representations
not contained in this Prospectus in connection with the offer contained herein,
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company. This Prospectus does not
constitute an offer of any securities other than those to which it relates or an
offer of those to which it relates in any jurisdiction to any person to whom it
is unlawful to make such offer. The delivery of this Prospectus at any time does
not imply that the information herein is correct as of any time after its date.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
The Company.............................. 2
Available Information.................... 2
Documents Incorporated
by Reference........................ 2
Description of the Plan.................. 3
Purpose.................................. 3
Administration........................... 3
Eligibility.............................. 4
Participation by Shareholders............ 4
Purchases................................ 5
Dividends................................ 7
Costs of Participation................... 7
Reports to Participants.................. 7
Certificates for Shares.................. 8
Withdrawal............................... 8
Other Information........................ 9
Use of Proceeds.......................... 10
Indemnification of Directors
and Officers.......................... 10
Legal Matters............................ 10
Experts.................................. 10
</TABLE>
================================================================================
================================================================================
UNB
CORP.
Dividend
Reinvestment and Stock Purchase
Plan
-------------------
PROSPECTUS
-------------------
August 17, 1999
================================================================================
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized statement of expenses in connection with
the issuance and distribution of the securities to be registered.
<TABLE>
<S> <C>
Registration Fee $4,637.04
Printing $1,755.00
Legal $7,000.00*
Accounting $2,000.00*
</TABLE>
* Estimated
Item 15. Indemnification of Officers and Directors
Ohio Revised Code Section 1701.13(E) and Article VII(B) of the
registrant's Articles of Incorporation relate to indemnification of the
registrant's directors and officers, among others, in a variety of circumstances
against liabilities arising in connection with the performance of their duties.
The statute provides for indemnification of directors and officers
acting in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the registrant (and, if a criminal proceeding,
who have no reasonable cause to believe their conduct to be unlawful) against
(i) expenses, judgments, fines, and settlements reasonably incurred in
connection with any threatened, pending, or completed action, suit or proceeding
arising out of such persons' position as an officer or director of the
registrant (or with some other entity at the registrant's request), and (ii)
expenses actually and reasonably incurred
II-1
<PAGE> 15
in defending against or settling, a threatened, pending or completed action or
suit by or in the right of the registrant, unless the director or officer is
found liable for negligence or misconduct in his or her corporate duties and an
appropriate court does not determine that he or she is nevertheless fully and
reasonably entitled to indemnity.
The statute requires indemnification for expenses to the extent that a
director or officer is successful in defending against any such action, suit, or
proceeding, and otherwise requires in general that indemnification described
above be made only on a determination by the Board of Directors, independent
legal counsel, or the shareholders that the applicable standards have been met.
The statute further permits advances to cover such expenses before a final
determination that indemnification is permissible upon receipt of an undertaking
by or on behalf of the directors or officers to repay such amounts unless it
shall ultimately be determined that they are entitled to indemnification.
Indemnification under the statute is not exclusive of other rights to
indemnification to which a person may be entitled under the articles of
incorporation or a contractual agreement.
The statute permits the registrant to purchase insurance on behalf of
its directors and officers against liabilities arising out of their positions
with the registrant, whether or not such liabilities would be within the
foregoing indemnification provisions. Pursuant to this authority, the registrant
maintains such insurance on behalf of its directors and officers.
II-2
<PAGE> 16
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
4(a) Amended Articles of Incorporation of the
Registrant (filed as Exhibit 4(a) to the
Registrant's Form S-3 (Registration No.
33-27471) and incorporated herein by
reference).
4(b) Code of Regulations of the Registrant (filed
as Exhibit 4(b) to the Registrant's S-3
(Registration No. 33-27471) and incorporated
herein by reference.
4(c) The UNB Corp. Dividend Reinvestment and
Stock Purchase Plan (included as part of the
Prospectus contained herein).
5 Opinion of Counsel regarding legality.
23(a) Consent of Independent Certified Public Accountants.
23(b) Consent of Counsel (included in Exhibit 5).
</TABLE>
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes as follows:
(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 the 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 the Registration
Statement;
(iii) 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.
II-3
<PAGE> 17
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effect amendment by
those paragraphs is contained in periodic reports filed by the registration
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 the 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 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.
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-3 and has duly caused
II-4
<PAGE> 18
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Canton, State of Ohio, on the 12th day
of August, 1999.
UNB CORP.
By: /s/ Roger L. Mann
---------------------------------
Roger L. Mann, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this report
has been signed below by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Roger L. Mann President and Chief Executive August 12,1999
- ------------------------- Officer and Director --------------
Roger L. Mann (Principal Executive Officer)
/s/ James J. Pennetti Vice President & Treasurer August 12, 1999
- ------------------------- (Principal Financial and ---------------
James J. Pennetti Accounting Officer)
/s/ Donald W. Schneider Chairman of the Board August 12, 1999
- -------------------------- ---------------
Donald W. Schneider
/s/ E. Lang D'Atri Director August 12, 1999
- -------------------------- ---------------
E. Lang D'Atri
/s/ Louis V. Bockius III Director August 12, 1999
- -------------------------- ---------------
Louis V. Bockius III
/s/ Robert J. Gasser Director August 12, 1999
- -------------------------- ---------------
Robert J. Gasser
</TABLE>
II-5
<PAGE> 19
<TABLE>
<S> <C> <C>
/s/ Nan Johnston Director August 12, 1999
- -------------------------- ---------------
Nan Johnston
/s/ Harold M. Kolenbrander Director August 12, 1999
- -------------------------- ---------------
Harold M. Kolenbrander
/s/ Russell W. Maier Director August 12, 1999
- -------------------------- ---------------
Russell W. Maier
/s/ Robert L. Mang Director August 12, 1999
- -------------------------- ---------------
Robert L. Mang
/s/ James A. O'Donnell Director August 12, 1999
- -------------------------- ---------------
James A. O'Donnell
/s/ E. Scott Robertson Director August 12, 1999
- -------------------------- ---------------
E. Scott Robertson
/s/ Marc L. Schneider Director August 12, 1999
- -------------------------- ---------------
Marc L. Schneider
/s/ Abner A. Yoder Director August 12, 1999
- -------------------------- ---------------
Abner A. Yoder
</TABLE>
II-6
<PAGE> 20
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4(a) Amended Articles of Incorporation of the Registrant
(filed as Exhibit 4(a) to the Registrant's S-3
(Registration No. 33-27471) and incorporated herein by
reference)
4(b) Code of Regulations of Registrant (filed as Exhibit
4(b) to the Registrant's S-3 (Registration No.
33-27471) and incorporated herein by reference)
4(c) The UNB Corp. Dividend Reinvestment and Stock Purchase
Plan (included as part of the Prospectus contained
herein)
5 Opinion of Counsel regarding legality
23(a) Consent of Independent Certified Public Accountants
23(b) Consent of Counsel (included in Exhibit 5)
II-7
<PAGE> 1
Exhibit 5
[BLACK, McCUSKEY, SOUERS & ARBAUGH LETTERHEAD]
UNB Corp.
Post Office Box 24190
Canton, Ohio 44701
August 16, 1999
Re: The UNB Corp. Dividend Reinvestment and Stock Purchase
Plan
Ladies and Gentlemen:
We have acted as counsel for UNB Corp. (the "Company") in connection
with the UNB Corp. Dividend Reinvestment and Stock Purchase Plan (the "Plan").
We have examined such documents, records and matters of law as we have deemed
necessary for the purposes of this opinion.
On the basis of the foregoing, we are of the opinion that the Company's
shares of Common Stock that may be issued or transferred and sold pursuant to
the Plan will be, when issued or transferred in accordance with the Plan, duly
authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-3 filed by the Company to effect the
registration of the Company's Common Stock to the issued and sold pursuant to
the Plan under the Securities Act of 1933.
Very truly yours,
/s/ Black, McCuskey, Souers & Arbaugh
Black, McCuskey, Souers & Arbaugh
[BLACK, McCUSKEY LOGO]
<PAGE> 1
Exhibit No. 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
UNB Corp. on Form S-3, of our report dated January 21, 1999 on UNB Corp.'s
consolidated financial statements appearing in the Annual Report on Form 10-K
of UNB Corp. for the year ended December 31, 1998, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Cleveland, Ohio
August 16, 1999
