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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SECURITY BANC CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-1133284
- ------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
SECURITY BANC CORPORATION
40 SOUTH LIMESTONE STREET
SPRINGFIELD, OHIO 45502
(513) 324-6800
(Address, including zip code,
of registrant's principal executive offices)
SECURITY BANC CORPORATION 1998 STOCK OPTION PLAN
(Full title of the plan)
J. WILLIAM STAPLETON, EXECUTIVE VICE PRESIDENT
SECURITY BANC CORPORATION
40 SOUTH LIMESTONE STREET
SPRINGFIELD, OHIO 45502
(Name, address, code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 120,000 $36.75(1) $4,410,000(1) $1,301
$1.5625 Par Value
<FN>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based upon the average of the bid and
asked prices of a Common Share on August 17, 1998.
</TABLE>
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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 are incorporated herein by reference as of their respective dates of
filing:
(a) The Annual Report of Security Banc Corporation (the
"Company") on Form 10-K for the year ended December 31, 1997, filed
pursuant to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act").
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998 filed pursuant to Section 13 of the
Exchange Act.
(c) The description of the Company's Common Shares contained
in the Registration Statement filed pursuant to Section 12 of the
Exchange Act, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all Common Shares offered
hereunder have been sold or which deregisters all Common Shares then remaining
unsold hereunder shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Company's Articles of Incorporation provides that
the Corporation has the power to indemnify its present and past directors and
officers to the full extent permitted under, and subject to the limitations of,
Ohio law. The liabilities against which a director and officer may be
indemnified and factors employed to determine whether a director and officer may
be entitled to indemnification in a particular instance depend on whether the
proceedings in which the claim for indemnification arises were brought (a) other
than by and in the right of the Company ("Third Party Actions") or (b) by and in
the right of the Company ("Company Actions").
In Third Party Actions, the Company may indemnify each director and
officer against expenses, including attorneys' fees, judgments, decrees, fines,
penalties, and amounts paid in settlement actually
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and reasonably incurred in connection with any threatened or actual proceeding
in which the director or officer may be involved by reason of having acted in
such capacity, if the director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
and with respect to any matter the subject of a criminal proceeding, the
director or officer had no reasonable cause to believe that the conduct was
unlawful.
In Company Actions, the Company may indemnify each director and officer
against expenses, including attorneys' fees, actually and reasonably incurred in
connection with the defense or settlement of any such proceeding if the director
or officer acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Company, except that no indemnification
is permitted with respect to (i) any matter as to which such person has been
adjudged to be liable for negligence or misconduct in the performance of a duty
to the Company, unless a court determines such person is entitled to
indemnification, and (ii) any liability asserted in connection with unlawful
loans, dividends, distribution of assets and repurchase of Company shares under
Section 1701.95 of the Ohio Revised Code.
Unless indemnification is ordered by a court, the determination as to
whether or not an individual has satisfied the applicable standards of conduct
(and therefore may be indemnified) is to be made by the directors of the Company
by a majority vote of a quorum consisting of directors of the Company who were
not parties to the action; or if such a quorum is not obtainable, or if a quorum
of disinterested directors so directs, by independent legal counsel in a written
opinion; or by the shareholders of the corporation.
To the extent that a director or officer is successful on the merits or
otherwise in defense of any Third Party Action or Company Action, the Company is
required to indemnify such director or officer against expenses, including
attorneys' fees, actually and reasonably incurred in connection with the Action,
suit or proceeding.
Article VII of the Company's Articles of Incorporation does not limit
any other indemnification rights to which those seeking indemnification may be
entitled.
The Company maintains insurance policies which presently provide
protection, within the maximum liability limits of the policies and subject to a
deductible amount for each claim, to the Company under its indemnification
obligations and to the directors and officers with respect to certain matters
which are not covered by the Company's indemnification obligations.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
See Index to Exhibits following signature pages.
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Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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 this 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 the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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 further 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 this 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.
(c) 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
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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.
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Springfield, State of Ohio, on this 18th day of
August, 1998.
SECURITY BANC CORPORATION
By /s/ Harry O. Egger
-----------------------------------
Harry O. Egger
Chairman of the Board, 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 dates indicated:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Harry O. Egger Chairman of the Board, President and Chief August 18, 1998
- ---------------------------- Executive Officer (principal executive
Harry O. Egger officer)
/s/ J. William Stapleton Executive Vice President and Chief August 18, 1998
- ---------------------------- Financial Officer (principal financial
J. William Stapleton officer)
/s/ Thomas L. Miller Controller (principal accounting officer) August 18, 1998
- ----------------------------
Thomas L. Miller
* Director August 18, 1998
- ----------------------------
Vincent J. Demana
August 18, 1998
* Director
- ----------------------------
Larry D. Ewald
Director August __, 1998
- ----------------------------
Scott A. Gabriel
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
* Director August 18, 1998
- ----------------------------
Larry E. Kaffenbarger
* Director August 18, 1998
- ----------------------------
Richard E. Kramer
Director August __, 1998
- ----------------------------
Thomas J. Veskauf
* Director August 18, 1998
- ----------------------------
Chester L. Walthall
* Director August 18, 1998
- ----------------------------
Robert A. Warren
Director August __, 1998
- ----------------------------
James R. Wilson
<FN>
- ------------------
* Harry O. Egger, by signing his name hereto, does execute the Registration
Statement on behalf of the directors of the Registrant indicated above by
asterisks, pursuant to powers of attorney duly executed by such directors
and officers and filed as exhibits to the Registration Statement.
</TABLE>
/s/ Harry O. Egger
-----------------------------
Harry O. Egger
Attorney-in-Fact
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INDEX TO EXHIBITS
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(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES:
4.1 Articles of Incorporation of Security Banc Corporation, as
amended+
4.2 Code of Regulations of Security Banc Corporation, as amended
[Incorporated by reference to Exhibit 4.2 to Security Banc
Corporation's Registration Statement on Form S-8 (Reg. No.
33-59244)]*
4.3 Security Banc Corporation 1998 Stock Option Plan+
(5) OPINION RE LEGALITY
5.1 Opinion of Thompson Hine & Flory LLP+
(23) CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of Ernst & Young+
23.2 Consent of Thompson Hine & Flory LLP [contained in their
opinion filed as Exhibit 5.1]+
(24) POWERS OF ATTORNEY:
24.1 Powers of Attorney of certain persons who signed this
Registration Statement, authorizing execution of amendments
pursuant to power of attorney+
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* Incorporated by reference to a previously-filed document.
+ Filed herewith
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EXHIBIT 4.1
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ARTICLES OF INCORPORATION
OF
SECURITY BANC CORPORATION
(CONFORMED TO INCLUDE AMENDMENTS THROUGH APRIL 21, 1998)
ARTICLE I
The name of the corporation is Security Banc Corporation.
ARTICLE II
The place in the State of Ohio where the principal office of the
corporation is to be located is in the City of Springfield, County of Clark.
ARTICLE III
The purpose for which the corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under the Ohio
General Corporation Laws (ORC Sections 1701.01 et seq.), and to carry on the
business of a holding company under all applicable laws.
ARTICLE IV
The aggregate number of common shares which the corporation shall have
the authority to issue is eighteen million (18,000,000) shares each of Three
Dollars and One-Eighth Cents ($1.5625) par value.
The corporation, through its Board of Directors, shall have the power
to purchase, hold, sell, and transfer the shares of its own capital stock
provided that it does not use its funds or property for the purchase of its own
shares of capital stock when such use will cause any impairment of its capital,
except when otherwise permitted by law, and provided further that shares of its
own capital stock belonging to it are not voted upon directly or indirectly.
ARTICLE V
The amount of stated capital with which the corporation will commence
business is at least Five Hundred Dollars ($500.00).
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ARTICLE VI
The Board of Directors of the corporation is hereby authorized to
determine whether any and, if any, what parts of its surplus, however created or
arising, shall be used or disposed of or declared in dividends or paid to
shareholders, and without action by the shareholders, to use and apply such
surplus or any part thereof at any time or from time to time in the purchase or
acquisition of shares of any class, voting trust certificates for shares, bonds,
debentures, notes, script, warrants, obligations, evidences of indebtedness of
the corporation or other securities of the corporation, to such extent or amount
and in such manner and upon such terms as the Board of Directors of the
corporation shall deem expedient to the extent not prohibited by law.
ARTICLE VII
The name and address of the incorporator of Security Banc Corporation
is:
James M. Gorman
Gorman, Veskauf & Henson
Attorneys-at-Law
First National Bank Building
Springfield, OH 45501
ARTICLE VIII
The corporation shall have the power to indemnify its present and past
directors, officers, employees and agents, and such other persons as it shall
have the powers to indemnify, to the full extent permitted under, and subject to
the limitations of, Title 17 of the Ohio Revised Code.
The corporation may, upon the affirmative vote of a majority of its
Board of Directors, purchase insurance for the purpose of indemnifying its
directors, officers, employees and agents to the extent that such
indemnification is allowed in the preceding paragraph.
ARTICLE IX
The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members an Executive Committee
which committee shall have and may exercise, to the extent provided by law, all
of the authority of the Board of Directors in the management of the corporation.
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ARTICLE X
Each shareholder shall be entitled to one vote for each share of stock
standing in his name on the books of the corporation. The right of every
shareholder to vote cumulatively in the election of Directors is hereby
eliminated.
ARTICLE XI
Any merger, consolidation or acquisition of this corporation by another
corporation without this corporation's Board of Directors' approval, shall
require the affirmative approval of the holders of 80 percent of the issued and
outstanding common shares of stock of the corporation and 80 percent of the
issued and outstanding preferred shares or other class of shares, regardless of
limitations or restrictions on the voting power thereof, entitled to vote at a
meeting duly called for such purpose.
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EXHIBIT 4.3
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SECURITY BANC CORPORATION
-------------------------
1998 STOCK OPTION PLAN
----------------------
1. NAME AND PURPOSE. This Plan shall be known as the Security Banc
Corporation 1998 Stock Option Plan (the "Plan"). The purpose of the Plan is to
advance the interests of Security Banc Corporation (the "Corporation") by
providing material incentive for the continued services of key employees and by
attracting able personnel to employment with the Corporation and its
Subsidiaries. The term "Subsidiary" as used herein means a subsidiary
corporation (as the term is defined in Section 425(f) of the Internal Revenue
Code of 1986 (the "Code")) of the Corporation.
2. ADMINISTRATION. The Plan shall be administered by a committee of
directors (the "Committee") designated by the Board of Directors of the
Corporation. The Committee may establish, subject to the provisions of the Plan,
such rules and regulations as it deems necessary for the proper administration
of the Plan, and make such determinations and take such action in connection
therewith or in relation to the Plan as it deems necessary or advisable,
consistent with the Plan.
3. ELIGIBILITY. Officers and other employees of the Corporation or any
Subsidiary who are designated by the Committee as eligible to participate in the
Plan ("Eligible Employees") shall be eligible to participate in the Plan and
receive options granted under the Plan.
4. SHARES SUBJECT TO OPTION. (a) The shares to be issued and delivered
by the Corporation upon exercise of options granted under the Plan are the
Corporation's common shares, which may be either authorized but unissued shares
or treasury shares.
(b) The aggregate number of common shares of the Corporation which may
be issued under the Plan shall not exceed 60,000; subject, however, to the
adjustment provided in Paragraph 8 in the event of stock splits, stock
dividends, exchanges of shares or the like occurring after adoption of this Plan
by the Board of Directors of the Corporation. No option may be granted under
this Plan which could cause such maximum limit to be exceeded.
(c) Common shares covered by an option which is no longer exercisable
with respect to such shares shall again be available for issuance in connection
with other options granted under this Plan.
5. GRANT OF OPTIONS. The Committee from time to time, in its discretion
and subject to the provisions of the Plan, may grant options to any or all
Eligible Employees. An Eligible Employee to whom an option has been granted is
referred to herein as an "Optionee." Each option shall be evidenced by an
"Option Agreement," signed by the Optionee and the Corporation, which shall
provide that the option shall be subject to the provisions of this Plan and
shall contain such other provisions as the Committee may prescribe not
inconsistent with this Plan.
6. TERMS AND CONDITIONS OF OPTION. All options granted under this Plan
shall contain such terms and conditions as the Committee determines at the time
of grant, subject to the foregoing and following limitations and requirements.
(a) FORM OF OPTION. Incentive Options and Non-Qualified Options may be
granted under this Plan. "Incentive Option" means an option granted under this
Plan which is designated to be an incentive
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stock option under the provisions of Section 422 of the Code; and any provisions
elsewhere in this Plan or in the Option Agreement for an Incentive Option which
would prevent such option from being an incentive stock option under the
provisions of Section 422 of the Code may be deleted and/or voided retroactively
to the date of the granting of such option, by action of the Committee.
"Non-Qualified Option" means an option granted under this Plan which is not an
incentive stock option under the provisions of Section 422 of the Code.
Non-Qualified Options shall not be affected by any actions taken retroactively
as provided above with respect to Incentive Options.
(b) OPTION PRICE. The option price per share shall not be less than
100% of the fair market value of a common share of the Corporation on the date
the option is granted, as determined by the Committee in a manner consistent
with the requirements of the Code for incentive stock options.
(c) 10% SHAREHOLDER. Notwithstanding any other provisions of this Plan,
with respect to an Incentive Option granted to an Optionee who, at the time such
option is granted, possesses, directly or indirectly, more than 10% of the
voting power of all classes of capital shares of the Corporation, any Subsidiary
or any parent of the Corporation, the option price per share shall be at least
110% of the fair market value of a common share of the Corporation, determined
as provided in Paragraph 6(b) above, and such option shall expire five years
from the date the option is granted.
(d) PERIOD WITHIN WHICH OPTION MAY BE EXERCISED. Subject to Paragraph
6(c) above, at the time an option is granted, the Committee shall specify the
maximum term during which the option may be exercised and may provide for such
other terms, restrictions, conditions and limitations on the exercise of the
option (including, without limitation, provisions that provide the option may be
exercised in full or in part only after the passage of a specified period or
periods of time or only if specified conditions have been satisfied), if any, as
it may deem appropriate. Notwithstanding any other provision of this Plan,
however, no option may be exercised after the expiration of ten years from the
date the option is granted.
(e) TERMINATION OF OPTION BY REASON OF TERMINATION OF EMPLOYMENT. If an
Optionee's employment with the Corporation and its Subsidiaries terminates, all
options granted under this Plan to such Optionee which are not exercisable on
the date of such termination of employment shall immediately terminate. Any
remaining options held by such Optionee also shall terminate if not exercised
before the expiration of the following periods, or at such earlier time as the
option may expire by its terms:
(i) seven days following the Optionee's termination of
employment, if such termination was not as a result of the death or
disability of the Optionee or the retirement of the Optionee under the
provisions of any retirement plan of the Corporation and/or any
Subsidiary;
(ii) 30 days following the Optionee's termination of
employment, if such termination was as a result of the retirement of
the Optionee under the provisions of any retirement plan of the
Corporation and/or any Subsidiary; or
(iii) one year following the Optionee's termination of
employment, if such termination was as a result of the death or
disability of the Optionee.
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(f) TRANSFERABILITY. Each option shall be transferable by the Optionee
only to the extent specified by the Committee at the time the option is granted
and then only to the extent permitted by applicable law (including, without
limitation, the Code).
(g) MORE THAN ONE OPTION GRANTED TO AN OPTIONEE. More than one option,
and more than one form of option, may be granted to an Optionee under this Plan;
provided, however, that the aggregate fair market value (determined as of the
time the option is granted as provided in Paragraph 6(b) above) of the common
shares with respect to which incentive stock options are exercisable for the
first time by any Optionee during any calendar year under this Plan and all
other plans of the Corporation, any Subsidiary and any parent corporation shall
not exceed $100,000, or such other maximum amount as may be permitted from time
to time by the Code. To the extent that the foregoing limitation would be
exceeded by all or part of an Incentive Option, the excess portion shall
constitute a Non-Qualified Option and not an Incentive Option. A single option
grant may include both an Incentive Option and a Non-Qualified Option.
(h) COMPLIANCE WITH SECURITIES LAWS. Options granted and shares issued
by the Corporation upon exercise of options shall be granted and issued only in
full compliance with all applicable securities laws, including laws, rules and
regulations of the Securities and Exchange Commission and applicable state Blue
Sky laws. With respect thereto, the Committee may impose such conditions on
transfer, restrictions and limitations as it may deem necessary and appropriate
to assure compliance with such applicable securities laws.
7. METHOD OF EXERCISE. An option granted under this Plan that is
eligible to be exercised may be exercised by written notice given to the
Committee, signed by the Optionee or by such other person as is entitled to
exercise such option. The notice of exercise shall state the number of common
shares in respect of which the option is being exercised and shall either be
accompanied by payment of the full option price for such common shares or shall
fix a date (not more than ten business days from the date of such notice) for
the payment of the full purchase price of the common shares being purchased. All
or any portion of the option price may be paid by the transfer of common shares
of the Corporation from the Optionee to the Corporation, to the extent permitted
by law. Such shares shall be valued for this purpose at their fair market value
on the date they are transferred to the Corporation as payment, determined in
the same manner as is provided in Paragraph 6(b). A certificate or certificates
for the common shares purchased through the exercise of an option shall be
issued in regular course after the exercise of the option and payment therefor.
No Optionee shall have any of the rights or privileges of a shareholder with
respect to any common shares issuable upon exercise of an option until the
option is duly exercised and certificates representing such shares have been
issued.
8. SHARE ADJUSTMENTS. In the event there is any change in the
Corporation's common shares resulting from stock splits, stock dividends,
combinations, recapitalizations or exchanges of shares or other similar capital
adjustments, the Committee shall make equitable proportionate adjustments in:
(a) the number of common shares remaining available for option under this Plan,
(b) the number of common shares subject to options granted under this Plan, and
(c) the option price of outstanding options granted under this Plan.
9. MERGER, CONSOLIDATION, OR SALE OF ASSETS. Unless otherwise
determined by the Committee at the time an option is granted, upon the
occurrence of a Change of Control (as hereinafter defined), each outstanding
option granted under the Plan shall become exercisable in full notwithstanding
any vesting
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schedule or other similar limitation on the right of the Optionee to exercise
such option. For purposes of this Plan, "Change of Control" means a change of
control of a nature that would be required to be reported in response to Item
6(e) of Schedule 14 of Regulation 14A adopted under the Exchange Act or any
similar successor disclosure provisions. Without limiting the foregoing, a
"Change of Control" shall be deemed to have occurred if: (i) any "person," as
such term is used in Section 13(d) and 14(d)(2) of the Exchange Act (excluding,
for this purpose, the Corporation or any Subsidiary or any employee benefit plan
of the Corporation or any Subsidiary), including any "group" of persons, becomes
the beneficial owner (as determined in accordance with Rule 13d-3 adopted under
the Exchange Act), directly or indirectly, of securities of the Corporation
which, together with any other securities of the Corporation theretofore
directly or indirectly beneficially owned by such person, represent 20% or more
of the combined voting power of the Corporation's then outstanding securities;
(ii) at any election or series of elections, persons not proposed for nomination
or nominated by the Board of Directors of the Corporation are elected as
directors of the Corporation and together constitute 20% or more of the number
of directors of the Corporation; or (iii) any person or group solicits and
receives valid proxies for the election of directors in opposition to the
nominees of the Board of Directors of the Corporation representing an aggregate
of 20% or more of the combined voting power of the Corporation's then
outstanding securities.
10. AUTHORITY OF THE COMMITTEE WITH RESPECT TO OUTSTANDING OPTIONS. (a)
Subject to the limitations set forth in Paragraph 6 with respect to the maximum
term of any option, the Committee may waive or modify at any time, either before
or after the granting of an option, any condition, limitation or restriction
with respect to the exercise of such option imposed by or pursuant to this Plan
in such circumstances as the Committee may, in its discretion, deem appropriate;
provided, however, that any such waiver or modification with respect to an
outstanding option shall be subject to the same limitations applicable to
amendments to outstanding options, as set forth in Paragraph 10(c) below.
(b) Subject to the other terms and provisions of this Plan, the
Committee may amend any outstanding option; provided, however, that (i) no such
amendment may reduce the option price of the option (except to set forth an
adjustment in the option price made pursuant to Paragraph 8 above) or extend the
maximum term during which the option, if fully vested, may be exercised, and
(ii) if the amendment would adversely affect the rights of the Optionee, the
consent of the Optionee to such amendment must be obtained.
11. AMENDMENT AND TERMINATION. (a) The Board of Directors of the
Company from time to time may amend this Plan in such respects as it may deem
advisable; provided, however, that any such amendment must be approved by the
holders of the outstanding common shares of the Corporation by such vote (if
any) as then may be required by, and otherwise in compliance with, applicable
federal and state law (including Rule 16b-3 or any successor provision adopted
under the Exchange Act) and the requirements of any stock exchange or other
trading system upon which the common shares of the Corporation then may be
listed.
(b) The Board of Directors may terminate this Plan at any time.
(c) No amendment to this Plan nor the termination of this Plan shall
adversely affect any option outstanding at the time of such amendment or
termination without the consent of the Optionee holding such option, and all
such outstanding options shall remain in full force and effect as if the Plan
had not been adversely amended or terminated.
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12. CORPORATION'S RESPONSIBILITY. All expenses of this Plan, including
the cost of maintaining records, shall be borne by the Corporation. The
Corporation shall have no responsibility or liability for any act or thing done
or left undone with respect to the price, time, quantity, or other conditions
and circumstances of the purchase of common shares under the terms of this Plan,
so long as the Corporation acts in good faith.
13. IMPLIED CONSENT OF OPTIONEES. Every Optionee, by his acceptance of
an option under this Plan, shall be deemed to have consented to be bound, on his
own behalf and on behalf of his heirs, assigns, and legal representatives, by
all of the terms and conditions of this Plan.
14. NO EFFECT ON EMPLOYMENT STATUS. The fact that an employee has been
granted an option under this Plan shall not limit or otherwise qualify the right
of his employer to terminate his employment at any time.
15. SAVING PROVISION. With respect to persons subject to Section 16 of
the Exchange Act, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or any successor rule adopted under the
Exchange Act. To the extent any provision of this Plan or any action by the
Board of Directors of the Corporation or the Committee fails to so comply, it
shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Board of Directors of the Corporation or the Committee.
16. SHAREHOLDER APPROVAL AND TERM OF PLAN. (a) The Plan shall become
effective upon approval by the affirmative vote of the holders of a majority of
the outstanding common shares of the Corporation. By adopting the Plan by such
vote, the holders of the Corporation's common shares waive pre-emptive rights
with respect to the Shares issuable upon exercise of options granted under the
Plan, in accordance with Section 1701.15(A)(8) of the Ohio Revised Code.
(b) No options shall be granted under this Plan after April 21, 2008 or
after such earlier date as this Plan may be terminated in accordance with
Paragraph 11.
/s/ Harry O. Egger
February 17, 1998
-5-
<PAGE> 1
EXHIBIT 5.1
-----------
THOMPSON
HINE & FLORY LLP
Attorneys at Law
August 19, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have acted as counsel to Security Banc Corporation, an Ohio
corporation (the "Company"), in connection with the Security Banc Corporation
1998 Stock Option Plan (the "Plan") and the preparation of the Company's
Registration Statement on Form S-8 being filed with the Securities and Exchange
Commission in connection therewith.
Please be advised that we have examined such proceedings and records of
the Company, and have made investigation of such other matters, as in our
judgment permits us to render an informed opinion on the matters set forth
herein. Based upon the foregoing, it is our opinion that:
(i) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Ohio, with
full power to issue and sell its common stock, $1.5625 par value per
share ("Shares"), pursuant to the Plan; and
(ii) The Shares for which options may be granted under the
Plan have been duly authorized and, when issued or sold by the Company
upon the exercise of options granted under the Plan and payment of the
exercise price with respect thereto, such Shares will be legally
issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Company's
Registration Statement on Form S-8 with respect to the Plan and to the use of
our firm name, and the statements made with respect to us, appearing under Item
5 of Part II of such Registration Statement.
Sincerely,
/s/ THOMPSON HINE & FLORY LLP
2000 Courthouse Plaza NE P.O. Box 8801 Dayton, Ohio 45401-8801 937-443-660
Fax 443-6635 Brussels, Belgium Cincinnati Cleveland
Columbus Dayton Palm Beach Washington, D.C.
<PAGE> 1
EXHIBIT 23.1
------------
ERNST & YOUNG LLP
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Security Banc Corporation with respect to
the Security Banc Corporation 1998 Stock Option Plan of our report dated January
12, 1998 with respect to the consolidated financial statements and schedules of
Security Banc Corporation included in its Annual Report (Form 10-K) for the year
ended December 31, 1997, filed with the Securities and Exchange Commission.
August 20, 1998 /s/ Ernst & Young LLP
ERNST & YOUNG LLP
<PAGE> 1
EXHIBIT 24.1
------------
SECURITY BANC CORPORATION
POWER OF ATTORNEY
WHEREAS, Securities Banc Corporation, an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act of 1933 in
connection with the Security Banc Corporation 1998 Stock Option Plan (the
"Registration Statement");
NOW, THEREFORE, the undersigned in the undersigned's capacity as a
director of the Company hereby appoints Harry O. Egger and J. William Stapleton,
and each of them severally, lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to execute in the undersigned's name, place
and stead, as aforesaid, the Registration Statement, any amendments to the
Registration Statement and any and all other instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or desirable to be done, as fully to all intents and purposes as the
undersigned might or could do in person. The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
18th day of August, 1998.
/s/ Harry O. Egger
--------------------------------
HARRY O. EGGER
<PAGE> 2
EXHIBIT 24.1
------------
SECURITY BANC CORPORATION
POWER OF ATTORNEY
WHEREAS, Securities Banc Corporation, an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act of 1933 in
connection with the Security Banc Corporation 1998 Stock Option Plan (the
"Registration Statement");
NOW, THEREFORE, the undersigned in the undersigned's capacity as a
director of the Company hereby appoints Harry O. Egger and J. William Stapleton,
and each of them severally, lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to execute in the undersigned's name, place
and stead, as aforesaid, the Registration Statement, any amendments to the
Registration Statement and any and all other instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or desirable to be done, as fully to all intents and purposes as the
undersigned might or could do in person. The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
18th day of August, 1998.
/s/ Vincent J. Demana
--------------------------------
VINCENT J. DEMANA
<PAGE> 3
EXHIBIT 24.1
------------
SECURITY BANC CORPORATION
POWER OF ATTORNEY
WHEREAS, Securities Banc Corporation, an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act of 1933 in
connection with the Security Banc Corporation 1998 Stock Option Plan (the
"Registration Statement");
NOW, THEREFORE, the undersigned in the undersigned's capacity as a
director of the Company hereby appoints Harry O. Egger and J. William Stapleton,
and each of them severally, lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to execute in the undersigned's name, place
and stead, as aforesaid, the Registration Statement, any amendments to the
Registration Statement and any and all other instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or desirable to be done, as fully to all intents and purposes as the
undersigned might or could do in person. The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
13th day of August, 1998.
/s/ Larry D. Ewald
--------------------------------
LARRY D. EWALD
<PAGE> 4
EXHIBIT 24.1
------------
SECURITY BANC CORPORATION
POWER OF ATTORNEY
WHEREAS, Securities Banc Corporation, an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act of 1933 in
connection with the Security Banc Corporation 1998 Stock Option Plan (the
"Registration Statement");
NOW, THEREFORE, the undersigned in the undersigned's capacity as a
director of the Company hereby appoints Harry O. Egger and J. William Stapleton,
and each of them severally, lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to execute in the undersigned's name, place
and stead, as aforesaid, the Registration Statement, any amendments to the
Registration Statement and any and all other instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or desirable to be done, as fully to all intents and purposes as the
undersigned might or could do in person. The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
18th day of August, 1998.
/s/ Larry E. Kaffenbarger
--------------------------------
LARRY E. KAFFENBARGER
<PAGE> 5
EXHIBIT 24.1
------------
SECURITY BANC CORPORATION
POWER OF ATTORNEY
WHEREAS, Securities Banc Corporation, an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act of 1933 in
connection with the Security Banc Corporation 1998 Stock Option Plan (the
"Registration Statement");
NOW, THEREFORE, the undersigned in the undersigned's capacity as a
director of the Company hereby appoints Harry O. Egger and J. William Stapleton,
and each of them severally, lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to execute in the undersigned's name, place
and stead, as aforesaid, the Registration Statement, any amendments to the
Registration Statement and any and all other instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or desirable to be done, as fully to all intents and purposes as the
undersigned might or could do in person. The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
13th day of August, 1998.
/s/ Richard E. Kramer
--------------------------------
RICHARD E. KRAMER
<PAGE> 6
EXHIBIT 24.1
------------
SECURITY BANC CORPORATION
POWER OF ATTORNEY
WHEREAS, Securities Banc Corporation, an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act of 1933 in
connection with the Security Banc Corporation 1998 Stock Option Plan (the
"Registration Statement");
NOW, THEREFORE, the undersigned in the undersigned's capacity as a
director of the Company hereby appoints Harry O. Egger and J. William Stapleton,
and each of them severally, lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to execute in the undersigned's name, place
and stead, as aforesaid, the Registration Statement, any amendments to the
Registration Statement and any and all other instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or desirable to be done, as fully to all intents and purposes as the
undersigned might or could do in person. The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
18th day of August, 1998.
/s/ Chester L. Walthall
--------------------------------
CHESTER L. WALTHALL
<PAGE> 7
EXHIBIT 24.1
------------
SECURITY BANC CORPORATION
POWER OF ATTORNEY
WHEREAS, Securities Banc Corporation, an Ohio corporation (the
"Company"), proposes to file with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act of 1933 in
connection with the Security Banc Corporation 1998 Stock Option Plan (the
"Registration Statement");
NOW, THEREFORE, the undersigned in the undersigned's capacity as a
director of the Company hereby appoints Harry O. Egger and J. William Stapleton,
and each of them severally, lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to execute in the undersigned's name, place
and stead, as aforesaid, the Registration Statement, any amendments to the
Registration Statement and any and all other instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every act whatsoever
necessary or desirable to be done, as fully to all intents and purposes as the
undersigned might or could do in person. The undersigned hereby ratifies and
approves the acts of such attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
18th day of August, 1998.
/s/ Robert A. Warren
--------------------------------
ROBERT A. WARREN
