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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UNB CORP.
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(Exact name of registrant as specified in its charter)
Ohio 34-1442295
--------------- -------------------
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
200 United Bank Plaza, 200 Market Avenue South, Canton, Ohio 44720
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
UNB Corp.
Employee Stock Purchase
Payroll Deduction Plan
--------------------------
(Full title of the Plan)
James J. Pennetti
Vice President and Treasurer
UNB Corp.
200 United Bank Plaza
220 Market Avenue South
Canton, Ohio 44702
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(Name and address of agent for service)
(330) 438-1202
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Telephone number, including area code, of agent for service
Calculation of Registration Fee
<TABLE>
<CAPTION>
- ---------------------------- -------------------------- -------------------------- -------------------------- ----------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of regis-
to be registered registered share (a) price (a) tration fee
- ---------------------------- -------------------------- -------------------------- -------------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, no
par value . . . . . 100,000 shares $15.09 $1,509,000.00 $419.50
- ---------------------------- -------------------------- -------------------------- -------------------------- ----------------------
</TABLE>
(a) Based on the average of the high and low sale prices of the shares on the
Nasdaq National Market on October 12, 1999, and estimated solely for the purpose
of calculating the registration fee under Rule 457(c).
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Annual Report on Form 10-K of UNB Corp. (the "Company")
for the fiscal year ended December 31, 1998 filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since
the end of the fiscal year covered by the document referred to
in (a) above.
(c) The description of the Company's common stock set forth in the
Company's Registration Statement on Form 8-A filed under the
Securities Exchange act of 1934.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Ohio law provides that a director, officer or employee of a
corporation may be indemnified against expenses, judgments, fines, amounts paid
in settlement and other amounts actually and reasonably incurred in connection
with a threatened, pending or completed action, suit or proceedings, including a
proceeding by or on behalf of the corporation, in which such person is involved
due to such person's position with the corporation. Such indemnification is
subject to a determination that (i) such person acted in good faith and in a
manner that such person believed to be in, or not opposed to, the best interests
of the corporation, and (b) in the case of a proceeding brought by or in the
right of the corporation, such person has not been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation, and
(c) in the case of a criminal proceeding, such person had no reasonable cause to
believe that the conduct was unlawful. The determination that indemnification is
proper shall be made by a majority vote of a quorum of directors who were not
parties to such proceedings, or if a quorum cannot be obtained or such a quorum
directs, by a written opinion of independent counsel, by the shareholders, or by
the court in which the proceeding is brought. The statute requires
indemnification for expenses to the extent that a director, officer or employee
is successful in defending against action, suit or proceeding. Expenses incurred
in defending a threatened or pending
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action, suit or proceedings may be paid by the corporation in advance of the
final disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall be
ultimately determined that he is not entitled to indemnification.
Ohio law also authorizes corporations to provide forms of
indemnification, including indemnification agreements and insurance, in addition
to the type of indemnification set forth in the Ohio statute. Pursuant to this
authority, the Company maintains insurance on behalf of its directors and
officers.
Item 8. Exhibits
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Exhibit No. Description of Document
----------- -----------------------
4.1 Amended Articles of Incorporation of the
Registrant (filed as Exhibit 4(a) to the
Registrant's Registration Statement in Form
S-3 (Registration No. 33-27471) and
incorporated herein by reference.)
4.2 Code of Regulations of the Registrant (filed
as Exhibit 4(b) to the Registrant's
Registration Statement on Form S-3
(Registration No. 33-27471) and incorporated
herein by reference.)
4.3 Employee Stock Purchase Payroll Deduction
Plan
5.1 Opinion of Black, McCuskey, Souers & Arbaugh
as to the legality of the securities being
registered
23.1 Consent of Crowe, Chizek and Company LLP
23.2 Consent of Black, McCuskey, Souers & Arbaugh
(included in their opinion filed as Exhibit
5.1)
Item 9. Undertakings
------------
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:
(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
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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.
Provided, however, that paragraphs (1)(i)and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) 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.
(4) That, for the 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
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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 Canton, Ohio on October 14, 1999.
UNB Corp.
(Registrant)
By: /s/ Roger L. Mann
------------------------
Roger L. Mann
President and Chief
Executive Officer
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Roger L. Mann President and Chief 10/14/99
- -------------------------- Executive Officer and -------------------
ROGER L. MANN Director (Principal
Executive Officer)
/s/ James J. Penetti Vice President and 10/14/99
- -------------------------- Treasurer (Principal -------------------
JAMES J. PENETTI Financial and Accounting
Officer)
Chairman of the Board
- -------------------------- -------------------
DONALD W. SCHNEIDER
/s/ E. Lang D'Atri Director 10/14/99
- -------------------------- -------------------
E. LANG D'ATRI
Director
- -------------------------- -------------------
LOUIS V. BOCKIUS, III
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Robert J. Gasser Director 10/14/99
- -------------------------- -------------------
ROBERT J. GASSER
/s/ Nan Johnston Director 10/14/99
- -------------------------- -------------------
NAN JOHNSTON
Director
- -------------------------- -------------------
EDGAR W. JONES, JR.
/s/ Harold M. Kolenbrander Director 10/14/99
- -------------------------- -------------------
HAROLD M. KOLENBRANDER
/s/ Russell M. Maier Director 10/14/99
- -------------------------- -------------------
RUSSELL M. MAIER
/s/ Robert L. Mang Director 10/14/99
- -------------------------- -------------------
ROBERT L. MANG
Director
- -------------------------- -------------------
JAMES H. O'DONNELL
/s/ E. Scott Robertson Director 10/14/99
- -------------------------- -------------------
E. SCOTT ROBERTSON
/s/ Marc L. Schneider Director 10/14/99
- -------------------------- -------------------
MARC L. SCHNEIDER
/s/ Abner A. Yoder Director 10/14/99
- -------------------------- -------------------
ABNER A. YODER
</TABLE>
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit No. Description of Document Located in
----------- ----------------------- Sequentially
Numbered Copy
-------------
<S> <C> <C>
4.1 Amended Articles of Incorporation
of the Registrant (filed as Exhibit
4(a) to the Registrant's
Registration Statement in Form S-3
(Registration No. 33-27471) and
incorporated herein by reference.)
4.2 Code of Regulations of the Registrant
(filed as Exhibit 4(b) to the
Registrant's Registration Statement
in Form S-3 (Registration No.
33-27471) and incorporated herein by
reference.)
4.3 Employee Stock Purchase Payroll
Deduction Plan
5.1 Opinion of Black, McCuskey, Souers
& Arbaugh as to the legality of
the securities being registered
23.1 Consent of Crowe, Chizek and
Company LLP
23.2 Consent of Black, McCuskey, Souers
& Arbaugh (included in their opinion
filed as Exhibit 5.1)
</TABLE>
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Exhibit 4.3
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UNB CORP.
EMPLOYEE STOCK PURCHASE PAYROLL DEDUCTION PLAN
----------------------------------------------
As a benefit to the employees of UNB Corp. and its subsidiaries, the
Board of Directors of UNB Corp. has adopted the UNB Corp. Employee Stock
Purchase Payroll Deduction Plan (the "Plan") to replace the UNB Corp. Payroll
Deduction Plan, which was terminated effective October 14, 1999. The Plan allows
the employees of UNB Corp. and its subsidiaries to purchase shares of UNB Corp.
Common Stock with after-tax funds deducted from the participating employee's
regular pay. The terms of the Plan are set forth below:
1. AGENT. The Agent of the Plan shall be the Investment Department of
the United National Bank & Trust Co.
2. ELIGIBILITY. Participation in the Plan is available to all employees
of UNB Corp. and its subsidiaries.
3. CREATION OF AN ACCOUNT IN THE PLAN. Upon receipt of a Plan
Enrollment Form (the "Enrollment Form") from any eligible employee setting forth
the sum to be deducted from the employee's pay, the Agent shall establish a Plan
account for the employee on its books and records. The sum designated to be
deducted by the employee shall be withheld from the next pay to be issued to the
employee, subject to the receipt of the Enrollment Form five (5) business days
prior to the pay date. The amount withheld will be paid to the Agent and shall
be credited to the employee's account in the Plan.
4. AMOUNT OF PAYROLL DEDUCTION. The minimum amount that can be deducted
is ten dollars ($10.00). A participating employee may increase or decrease the
amount to be deducted from the employee's pay by completing a new Enrollment
Form.
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5. PURCHASE OF SHARES. The Agent will pool all funds from payroll
deductions and additional cash deposits of the participating employees and apply
those funds to purchase shares of UNB Corp. Common Stock as promptly as
practicable. Such purchases may extend over a number of days.
The Agent will purchase the shares in the open market or directly from
shareholders to the extent such shares are available. To the extent such shares
are not available, UNB Corp. may choose, in its sole discretion, to make shares
of Common Stock available for purchase under the Plan from its authorized but
unissued shares or from treasury shares. The Board of Directors has authorized
the issuance or sale of up to 100,000 shares for purposes of the Plan. UNB Corp.
reserves the right to cease or resume making additional shares available for
purchase under the Plan at any time and from time to time.
Shares of UNB Corp. Common Stock purchased pursuant to the Plan will be
registered in the name of the Agent, or its nominee, and will be credited to the
Plan accounts of the participating employees by the Agent.
6. PRICE OF SHARES. If shares are purchased in the open market or from
shareholders, the price per share for Plan participants will be the weighted
average purchase price of shares, plus brokerage commissions, if any, purchased
during the intervals between payroll deduction dates. If the shares are
purchased directly from UNB Corp., the price per share for plan participants
will be the average of the daily high and low sale prices for UNB Corp. Common
Stock reported on the Nasdaq National Market during the five trading days
immediately preceding the purchase date.
7. UNAVAILABILITY OF SHARES. If at any time the Agent is unable to
purchase shares of UNB Corp. Common Stock in the open market or otherwise (which
may occur by reason of the operation of applicable securities laws, the closing
of the securities markets, a temporary
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curtailment or suspension of open market purchases or other reasons) and UNB
Corp. determines not to make additional shares available for purchase under the
Plan, neither the Agent nor UNB Corp. shall have any liability to any
participating employee arising out of the inability to make purchases at such
time. If shares of UNB Corp. Common Stock are not available for purchase during
the interval between payroll deduction dates, the amount of any unapplied
payroll deductions or additional cash deposits shall be deposited directly into
the employee's payroll checking account, without interest.
8. DIVIDENDS. All dividends paid on shares of UNB Corp. Common Stock
held in the Plan shall, at the option of each participating employee, either be
reinvested to purchase additional shares of UNB Corp. Common Stock pursuant to
the Plan, or deposited directly into an account designated on a Dividend
Election Form by such employee. The participating employee shall elect the
option (dividend reinvestment or direct deposit) for dividends paid on the
shares held for the employee in the Plan on the Dividend Election Form and
deliver said election to the Agent. Should the Plan be suspended, the dividends
paid on the shares held by the Plan shall be deposited directly into an account
designated by the participating employee.
9. DEPOSIT OF ADDITIONAL CASH. A participating employee may deposit
additional funds in any amount from $10.00 to $5,000.00 each month with the
Agent, who shall use the additional cash deposit to purchase shares of UNB Corp.
Common Stock to be held in the Plan for the benefit of the employee. These
additional cash deposits can be made at any time (but not more than once per pay
period) in varying amounts as long as the monthly total falls within the above
limits. The obligation of the Agent to purchase shares of UNB Corp. Common Stock
is subject to shares being available during the interval between the next two
payroll deduction dates following the deposit. All purchases of shares made with
additional cash deposits will be made as promptly
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as practicable after the deposit, and shall be made at the prevailing market
price as described in Section 6 above.
10. DEPOSIT OF ADDITIONAL SHARES. Participating employees may add
additional shares of UNB Corp. Common Stock to the shares held for them by the
Agent in the Plan. Shares may be deposited with the Agent at any time by
executing the stock transfer instructions on the reverse of the stock
certificate and delivering the certificate with a written request for the Agent
to deposit the shares in the Plan.
11. TERMINATION OF EMPLOYMENT. Upon the termination of a participant's
employment for any reason, including but not limited to death, disability, or
retirement, the employee's participation in the Plan shall automatically
terminate. The Agent shall hold the whole and fractional shares credited to the
Plan account of any terminated employee in book-entry form, or shall deliver a
certificate for such whole shares and a check for any fractional share, in
accordance with written instructions delivered to the Agent by the terminated
employee.
12. VOLUNTARY TERMINATION OF PARTICIPATION. Participation in the Plan
in entirely voluntary. A participating employee may terminate participation in
the Plan by providing written notice of termination to the Human Resources
Department of UNB Corp.
13. SUSPENSION, TERMINATION, OR AMENDMENT OF THE PLAN. UNB Corp.
reserves the right to suspend or terminate the Plan, in whole or in part, or to
modify or amend the pricing or any other provision of the Plan at any time, by
action of its Board of Directors. Notice of such action shall be provided to the
participating employees.
14. SALE OF SHARES. Any participating employee who wishes to sell any
shares credited to an account in the Plan must provide to the Agent a written,
signed request to sell the shares specifying the number of whole shares to be
sold and indicating an account number for the
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direct deposit of the sale proceeds, less applicable brokerage commissions, if
any.
15. AGENT'S FEES. The Agent shall receive no fees for the performance
of its duties pursuant to the Plan.
16. WRITTEN REPORTS. The Agent shall provide a copy of the Plan and
quarterly reports to each participating employee, stating the number of shares
held for the benefit of such employee in the Plan, the amount invested, the
purchase price, and the market value of the shares held in the employee's
account in the Plan.
17. ADMINISTRATION. The Plan shall be administered by the Board of
Directors of UNB Corp. which shall have full power and authority to establish
such rules and regulations as it deems necessary for the proper administration
of the Plan and to make such determinations and interpretations and to take such
action in connection with the Plan as it deems necessary or advisable.
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EXHIBIT 5.1
-----------
[BLACK, MCCUSKEY, SOUERS & ARBAUGH LETTERHEAD]
October 14, 1999
UNB Corp.
P.O. Box 24190
Canton, Ohio 44701-4190
Ladies and Gentlemen:
We have acted as counsel for UNB Corp. (the "Company") in connection
with the UNB Corp. Employee Stock Purchase Payroll Deduction Plan (the "Plan").
We have examined such corporate records and documents and such matters of law as
we have deemed necessary in order to express the opinion hereinafter set forth.
On the basis of the foregoing, we are of the opinion that the shares of
Common Stock of the Company that may be issued and sold pursuant to the Plan
will be, when issued or sold in accordance with the Plan, duly authorized,
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as EXHIBIT 5.1 to the
Registration Statement on Form S-8 to be filed to effect the registration of the
Company's Common Stock to be issued or sold pursuant to the Plan under the
Securities Act of 1933.
Very truly yours,
/s/ Black, McCuskey, Souers & Arbaugh
---------------------------------------
BLACK, McCUSKEY, SOUERS & ARBAUGH
<PAGE> 1
Exhibit 23.1
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
UNB Corp. on Form S-8, 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.
/s/ Crowe, Chizek and Company LLP
-----------------------------------
Crowe, Chizek and Company, LLP
Cleveland, Ohio
October 14, 1999
