<PAGE> 1
As filed with the Securities and Exchange Commission on February 27, 1998
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------------
Rurban Financial Corp.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-1395608
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
401 Clinton Street, Defiance, OH 43512
- -----------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Rurban Financial Corp.
Stock Option Plan
----------------------
(Full title of the plan)
Copy to:
Richard C. Warrener
Senior Vice President and Michael D. Martz, Esq.
Chief Financial Officer Vorys, Sater, Seymour and
Rurban Financial Corp. Pease LLP
Defiance, Ohio 43512 52 East Gay Street
(Name and address of agent for service) Columbus, Ohio 43512
(419)783-8910
-----------------------------------------------------------
(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 aggregate offering Amount of
to be registered registered per unit (1) price (1) registration fee
- ---------------------- -------------------- --------------------------------------- ----------------------- --------------------
<S> <C> <C> <C> <C>
Common Shares, 200,000 $28.38 for 89,500 Common Shares; $6,352,260 $1,874
Without Par Value $34.50 for 110,500 Common Shares
- ---------------------- -------------------- --------------------------------------- ----------------------- --------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457(c) and 457(h)
promulgated under the Securities Act of 1933, as amended, and computed on
the basis of: (a) $28.38 per share for 89,500 of the Common Shares, which
is the price at which options to purchase such Common Shares may be
exercised, and (b) $34.50 per share for 110,500 of the Common Shares to be
registered, which is the price of the last sale reported on the
Over-the-Counter Bulletin Board for the Common Shares as reported on
February 24, 1998.
Page 1 of 46 Pages.
Index to Exhibits at Page II-14
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Annual Report on Form 10-K for the fiscal year ended December 31, 1996
of Rurban Financial Corp. (the "Registrant"), and all other reports filed with
the Securities and Exchange Commission (the "Commission") pursuant to the
requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since that date are hereby incorporated
by reference.
The description of the Registrant's Common Shares contained in the
Registrant's Registration Statement on Form 10 (File No. 0-13507) filed with the
Commission on April 30, 1985, or contained in any subsequent amendment or report
filed for the purpose of updating such description, is hereby incorporated by
reference.
Any definitive Proxy Statement or Information Statement filed pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and all documents which may be filed with the Commission pursuant to
Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the completion of the offering contemplated hereby, shall also be
deemed to be incorporated herein by reference and to be made a part hereof from
the date of filing of such documents; provided, however, that no report of the
Compensation Committee of the Board of Directors of the Registrant on executive
compensation and no performance graph included in any Proxy Statement or
Information Statement filed pursuant to Section 14 of the Exchange Act shall be
deemed to be incorporated herein by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the Common Shares of the Registrant being
registered on this Registration Statement on Form S-8 will be passed upon for
the Registrant by Vorys, Sater, Seymour and Pease, 52 East Gay Street, P.O. Box
1008, Columbus, Ohio 43216-1008. Members of Vorys, Sater, Seymour and Pease and
attorneys employed thereby, together with members of their immediate families,
beneficially own less than $50,000 worth of the Common Shares of the Registrant.
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Item 6. Indemnification of Directors and Officers.
Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:
(E)(1) A corporation may indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, other than an action by
or in the right of the corporation, by reason of the fact that he is or was
a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against expenses,
including attorney's fees, judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action,
suit, or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, if he had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit, or proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was
unlawful.
(2) A corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action or suit by or in the right of the corporation
to procure a judgment in its favor, by reason of the fact that he is or was
a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he
acted in good faith and in a manner he reasonably
II-2
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believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made in respect of any of the
following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless, and only to the extent that the
court of common pleas or the court in which such action or suit was
brought determines, upon application, that, despite the adjudication
of liability, but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses as the court of common pleas or such other court shall deem
proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee, member,
manager, or agent has been successful on the merits or otherwise in defense
of any action, suit, or proceeding referred to in division (E)(1) or (2) of
this section, or in defense of any claim, issue, or matter therein, he
shall be indemnified against expenses, including attorney's fees, actually
and reasonably incurred by him in connection with the action, suit, or
proceeding.
(4) Any indemnification under division (E)(1) or (2) of this section,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case, upon a determination that indemnification
of the director, trustee, officer, employee, member, manager, or agent is
proper in the circumstances because he has met the applicable standard of
conduct set forth in division (E)(1) or (2) of this section. Such
determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of the
indemnifying corporation who were not and are not parties to or
threatened with the action, suit, or proceeding referred to in
division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this section
is not obtainable or if a majority vote of a quorum of disinterested
directors so directs, in a
II-3
<PAGE> 5
written opinion by independent legal counsel other than an attorney,
or a firm having associated with it an attorney, who has been retained
by or who has performed services for the corporation or any person to
be indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or (2) of
this section was brought.
Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or
brought the action or suit by or in the right of the corporation under
division (E)(2) of this section, and within ten days after receipt of such
notification, such person shall have the right to petition the court of
common pleas or the court in which such action or suit was brought to
review the reasonableness of such determination.
(5)(a) Unless at the time of a director's act or omission that is the
subject of an action, suit, or proceeding referred to in division (E)(1) or
(2) of this section, the articles or the regulations of a corporation
state, by specific reference to this division, that the provisions of this
division do not apply to the corporation and unless the only liability
asserted against a director in an action, suit, or proceeding referred to
in division (E)(1) or (2) of this section is pursuant to section 1701.95 of
the Revised Code, expenses, including attorney's fees, incurred by a
director in defending the action, suit or proceeding shall be paid by the
corporation as they are incurred, in advance of the final disposition of
the action, suit, or proceeding upon receipt of an undertaking by or on
behalf of the director in which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate
intent to cause injury to the corporation or undertaken with reckless
disregard for the best interests of the corporation;
II-4
<PAGE> 6
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, member, manager, or agent in defending any
action, suit, or proceeding referred to in division (E)(1) or (2) of this
section, may be paid by the corporation as they are incurred, in advance of
the final disposition of the action, suit, or proceeding, as authorized by
the directors in the specific case, upon receipt of an undertaking by or on
behalf of the director, trustee, officer, employee, member, manager, or
agent to repay such amount, if it ultimately is determined that he is not
entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to
those seeking indemnification under the articles, the regulations, any
agreement, a vote of shareholders or disinterested directors, or otherwise,
both as to action in their official capacities and as to action in another
capacity while holding their offices or positions, and shall continue as to
a person who has ceased to be a director, trustee, officer, employee,
member, manager, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
(7) A corporation may purchase and maintain insurance or furnish
similar protection, including, but not limited to, trust funds, letters of
credit, or self-insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under this section.
Insurance may be purchased from or maintained with a person in which the
corporation has a financial interest.
(8) The authority of a corporation to indemnify persons pursuant to
division (E)(1) or (2) of this section does not limit the payment of
expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to divisions
II-5
<PAGE> 7
(E)(5),(6), and (7) of this section. Divisions (E)(1) and (2) of this
section do not create any obligation to repay or return payments made by
the corporation pursuant to division (E)(5),(6) or (7).
(9) As used in division (E) of this section, "corporation"
includes all constituent entities in a consolidation or merger and the new
or surviving corporation, so that any person who is or was a director,
officer, employee, trustee, member, manager, or agent of such a constituent
entity, or is or was serving at the request of such constituent entity as a
director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited
liability company, a partnership, joint venture, trust, or other
enterprise, shall stand in the same position under this section with
respect to the new or surviving corporation as he would if he had served
the new or surviving corporation in the same capacity.
Article FIVE of the Code of Regulations of the Registrant governs
indemnification by the Registrant and provides as follows:
Section 5.01. Indemnification. The corporation shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or
investigative (other than an action threatened or instituted
directly by the corporation) by reason of the fact that he is or
was a director or officer of the corporation or any present or
former director or officer of the corporation who is or was
serving at the request of the corporation as a director, trustee,
officer, employee or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did
not act in
II-6
<PAGE> 8
good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
Section 5.02. Discretionary Indemnification. The corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative by reason of the fact that he is
or was an employee or agent of the corporation or is or was serving at the
request of the corporation as a director, trustee, of officer, employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
The corporation may also indemnify or agree to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit which is threatened or instituted by
the corporation directly (rather than a derivative action in the right of
the corporation) to produce a judgment in its favor by reason of the fact
that he is or was a director or officer of the corporation or any present
or former director or officer of the corporation who is or was serving at
the request of the corporation as a director, trustee, officer, employee,
or agent of another corporation,
II-7
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partnership, joint venture, trust, or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by him,
judgments and amounts paid in connection with such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no such
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation unless and
only to the extent that the Court of Common Pleas of Defiance County, Ohio
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as such Court of Common Pleas or
such other court shall deem proper.
Section 5.03. Indemnification for Expenses. To the extent that a director,
trustee, officer, employee or agent has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
Section 5.02 hereof, or in defense of any claim, issue, or matter therein,
he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
Section 5.04. Determination Required. Any indemnification under Sections
5.01 and 5.02 (unless ordered by a court) shall be made by the corporation
only upon a determination that the indemnification of the director,
trustee, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in Sections 5.01
and 5.02. Such determination shall be made (A) by the board of directors by
a majority vote of a quorum consisting of directors who were not and are
not parties to, or threatened with, such action, suit or proceeding or (B)
if such a quorum is not obtainable or if a majority of a quorum of
disinterested directors so directs, in a written opinion by independent
legal counsel, or (C) by the shareholders. Any determination made by the
disinterested directors or by
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independent legal counsel under this Section 5.04 to provide indemnity
under Section 5.01 or 5.02 to a person threatened or sued in the right of
the corporation (derivatively) shall be promptly communicated to the person
who threatened or brought the derivative action or suit in the right of the
corporation, and such person shall have the right, within 10 days after
receipt of such notification, to petition the Court of Common Pleas of
Defiance County, Ohio or the court in which action or suit was brought to
review the reasonableness of such determination.
Section 5.05. Advances for Expenses. Expenses (including attorneys' fees)
incurred in defending any civil or criminal action, suit, or proceeding
referred to in Sections 5.01 and 5.02 may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the board of directors in the specific case upon receipt of
an undertaking by or on behalf of the director, trustee, officer, employee,
or agent to repay such amount, unless it shall ultimately be determined
that he is entitled to be indemnified by the corporation as authorized in
this Article Five.
Section 5.06. Article Five Not Exclusive. The indemnification provided by
this Article Five shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under the Articles or
the Regulations or any agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his official capacity and as
to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, trustee, officer, employee,
or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
Section 5.07. Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, trustee, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against him and incurred by him
in any such
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capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under the provisions of this Article Five.
Section 5.08. Definition of "the Corporation". As used in this Article
Five, references to "the corporation" include all constituent corporations
in a consolidation or merger and the new or surviving corporation, so that
any person who is or was a director, trustee, officer, employee or agent of
such a constituent corporation, or is or was serving at the request of such
constituent corporation as a director, trustee, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other
enterprise, shall stand in the same position under the provisions of this
Article Five with respect to the new or surviving corporation as he would
if he had served the new or surviving corporation in the same capacity.
The Registrant has purchased insurance coverage under policies issued by
the Cincinnati Insurance Company which insure directors and officers against
certain liabilities which might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Index to Exhibits attached hereto at page II-14.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(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
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<PAGE> 12
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; and
(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 A(1)(i) and A(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 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 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.
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 provisions described in Item 6 of this Part
II, 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
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<PAGE> 13
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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<PAGE> 14
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 Columbus, State of Ohio, on the 27th day of February,
1998.
RURBAN FINANCIAL CORP.
By:/s/ Richard C. Warrener
-------------------------------------
Richard C. Warrener, Executive Vice
President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated and on the 27th day of February, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Thomas C. Williams* President and Chief Executive Officer (Principal Executive Officer)
- -----------------------------
THOMAS C. WILLIAMS
/s/ Steven D. VanDemark* Director, Chairman of the Board of Directors
- -----------------------------
STEVEN D. VANDEMARK
/s/ Richard C. Burrows* Director
- -----------------------------
RICHARD C. BURROWS
/s/ John R. Compo* Director
- -----------------------------
JOHN R. COMPO
/s/ John Fahl* Director
- -----------------------------
JOHN FAHL
/s/ Robert A. Fawcett, Jr.* Director
- -----------------------------
ROBERT A. FAWCETT, JR.
/s/ Eric C. Hench* Director
- -----------------------------
ERIC C. HENCH
/s/ Richard Z. Graham* Director
- -----------------------------
RICHARD Z. GRAHAM
/s/ J. Michael Walz* Director
- -----------------------------
J. MICHAEL WALZ
/s/ Richard C. Warrener Executive Vice President and Chief Financial Officer
- ----------------------------- (Principal Financial and Accounting Officer)
RICHARD C. WARRENER
*By: Richard C. Warrener
(Attorney-in-Fact)
Date: February 27, 1998
</TABLE>
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<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
4(a) Amended Articles of Rurban Financial Corp. Incorporated herein by reference to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1989 (File No. 0-13507) [Exhibit 3(a)(i)].
4(b) Certificate of Amendment to the Amended Articles Incorporated herein by reference to
of Rurban Financial Corp. Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31,
1983 (File No. 0-13507) [Exhibit 3(b)].
4(c) Amended and Restated Regulations of Rurban Filed herewith.
Financial Corp.
4(d) Rurban Financial Corp. Stock Option Plan Incorporated herein by reference to
Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31,
1996 (File No. 0-13507)[Exhibit 10(u)].
5 Opinion of Vorys, Sater, Seymour and Pease, Filed herewith.
counsel to Registrant
23(a) Consent of Crowe Chizek and Company LLP Filed herewith.
23(b) Consent of Vorys, Sater, Seymour and Pease, Filed as part of Exhibit 5 hereof.
counsel to Registrant
24 Powers of Attorney Filed herewith.
</TABLE>
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<PAGE> 1
Exhibit 4(c)
AMENDED AND RESTATED
REGULATIONS
OF
RURBAN FINANCIAL CORP.
INDEX
<TABLE>
<CAPTION>
Section Caption Page No.
- ------- ------- --------
<S> <C> <C>
ARTICLE ONE
MEETINGS OF SHAREHOLDERS
1.01 Annual Meetings................................................................. l
1.02 Calling of Meetings............................................................. l
1.03 Place of Meetings............................................................... 1
1.04 Notice of Meetings.............................................................. 1
1.05 Waiver of Notice................................................................ 2
1.06 Quorum.......................................................................... 2
1.07 Votes Required.................................................................. 2
1.08 Order of Business............................................................... 3
1.09 Shareholders Entitled to Vote................................................... 3
1.10 Proxies......................................................................... 3
1.11 Inspectors of Election.......................................................... 3
ARTICLE TWO
DIRECTORS
2.01 Authority and Qualifications.................................................... 4
2.02 Number of Directors and Term of Office.......................................... 4
2.03 Nomination and Election......................................................... 4
2.04 Removal......................................................................... 5
2.05 Vacancies....................................................................... 6
2.06 Meetings........................................................................ 6
2.07 Notice of Meetings.............................................................. 6
2.08 Waiver of Notice................................................................ 7
2.09 Quorum.......................................................................... 7
2.10 Executive Committee............................................................. 7
2.11 Compensation.................................................................... 8
2.12 By-Laws......................................................................... 8
</TABLE>
i
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<TABLE>
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<S> <C> <C>
ARTICLE THREE
OFFICERS
3.01 Offices......................................................................... 8
3.02 Tenure of Office................................................................ 8
3.03 Duties of the Chairman of the Board............................................. 9
3.04 Duties of the President......................................................... 9
3.05 Duties of the Vice Presidents................................................... 9
3.06 Duties of the Secretary......................................................... 9
3.07 Duties of the Treasurer......................................................... 9
ARTICLE FOUR
SHARES
4.01 Certificates.................................................................... 10
4.02 Transfers....................................................................... 10
4.03 Transfer Agents and Registrars.................................................. 11
4.04 Lost, Wrongfully Taken or Destroyed
Certificates................................................................... 11
ARTICLE FIVE
INDEMNIFICATION AND INSURANCE
5.01 Indemnification................................................................. 11
5.02 Discretionary Indemnification................................................... 12
5.03 Indemnification for Expenses.................................................... 13
5.04 Determination Required.......................................................... 13
5.05 Advances for Expenses........................................................... 14
5.06 Article Five Not Exclusive...................................................... 14
5.07 Insurance....................................................................... 14
5.08 Definition of "the Corporation"................................................. 14
ARTICLE SIX
MISCELLANEOUS
6.01 Seal............................................................................ 15
6.02 Amendments...................................................................... 15
6.03 Action by Shareholders or Directors
Without a Meeting.............................................................. 15
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REGULATIONS
OF
RURBAN FINANCIAL CORP.
ARTICLE ONE
MEETINGS OF SHAREHOLDERS
Section 1.01. Annual Meetings. The annual meeting of the shareholders for
the election of directors, for the consideration of reports to be laid before
such meeting and for the transaction of such other business as may properly come
before such meeting, shall be held on the fourth Monday in April in each year or
on such other date as may be fixed from time to time by the directors.
Section 1.02. Calling of Meetings. Meetings of the shareholders may be
called only by the chairman of the board, the president, or, in case of the
president's absence, death, or disability, the vice president authorized to
exercise the authority of the president; the secretary; the directors by action
at a meeting, or a majority of the directors acting without a meeting; or the
holders of at least 25% of all shares outstanding and entitled to vote thereat.
Section 1.03. Place of Meetings. All meetings of shareholders shall be held
at the principal office of the corporation, unless otherwise provided by action
of the directors. Meetings of shareholders may be held at any place within or
without the State of Ohio.
Section 1.04. Notice of Meetings. (A) Written notice stating the time,
place and purposes of a meeting of the shareholders shall be given either by
personal delivery or by mail not less than seven nor more than 60 days before
the date of the meeting, (l) to each shareholder of record entitled to notice of
the meeting, (2) by or at the direction of the president or the secretary. If
mailed, such notice shall be addressed to the shareholder at his address as it
appears on the records of the corporation. Notice of adjournment of a meeting
need not be given if the time and place to which it is adjourned are fixed and
announced at such meeting. In the event of a transfer of shares after the record
date for determining the shareholders who are entitled to receive notice of a
meeting of shareholders, it shall not be necessary to give notice to the
transferee. Nothing
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herein contained shall prevent the setting of a record date in the manner
provided by law, the Articles or the Regulations for the determination of
shareholders who are entitled to receive notice of or to vote at any meeting of
shareholders or for any purpose required or permitted by law.
(B) Following receipt by the president or the secretary of a request in
writing, specifying the purpose or purposes for which the persons properly
making such request have called a meeting of the shareholders, delivered either
in person or by registered mail to such officer by any persons entitled to call
a meeting of shareholders, such officer shall cause to be given to the
shareholders entitled thereto notice of a meeting to be held on a date not less
than seven nor more than 60 days after the receipt of such request, as such
officer may fix. If such notice is not given within 30 days after the receipt of
such request by the president or the secretary, then, and only then, the persons
properly calling the meeting may fix the time of meeting and give notice thereof
in accordance with the provisions of the regulations.
Section 1.05. Waiver of Notice. Notice of the time, place and purpose or
purposes of any meeting of shareholders may he waived in writing, either before
or after the holding of such meeting, by any shareholders, which writing shall
be filed with or entered upon the records of such meeting. The attendance of any
shareholder, in person or by proxy, at any such meeting without protesting the
lack of proper notice, prior to or at the commencement of the meeting, shall be
deemed to be a waiver by such shareholder of notice of such meeting.
Section 1.06. Quorum. At any meeting of shareholders, the holders of a
majority of the voting shares of the corporation then outstanding and entitled
to vote thereat, present in person or by proxy, shall constitute a quorum for
such meeting. The holders of a majority of the voting shares represented at a
meeting, whether or not a quorum is present, or the chairman of the board, the
president, or the officer of the corporation acting as chairman of the meeting,
may adjourn such meeting from time to time, and if a quorum is present at such
adjourned meeting any business may be transacted as if the meeting had been held
as originally called.
Section 1.07. Votes Required. At all elections of directors the candidates
receiving the greatest number of votes shall he elected. Any other matter
submitted to the shareholders for their vote shall be decided by the vote of
such proportion of the shares, or of any class of shares, or of each class, as
is required by law, the Articles or the Regulations.
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Section 1.08. Order of Business. The order of business at any meeting of
shareholders shall be determined by the officer of the corporation acting as
chairman of such meeting unless otherwise determined by a vote of the holders of
a majority of the voting shares of the corporation then outstanding, present in
person or by proxy, and entitled to vote at such meeting.
Section 1.09. Shareholders Entitled to Vote. Each shareholder of record on
the books of the corporation on the record date for determining the shareholders
who are entitled to vote at a meeting of shareholders shall be entitled at such
meeting to one vote for each share of the corporation standing in his name on
the books of the corporation on such record date. The directors may fix a record
date for the determination of the shareholders who are entitled to receive
notice of and to vote at a meeting of shareholders, which record date shall not
be a date earlier than the date on which the record date is fixed and which
record date may be a maximum of 60 days preceding the date of the meeting of
shareholders.
Section 1.10. Proxies. At meetings of the shareholders any shareholder of
record entitled to vote thereat may be represented and may vote by a proxy or
proxies appointed by an instrument in writing signed by such shareholder, but
such instrument shall be filed with the secretary of the meeting before the
person holding such proxy shall be allowed to vote thereunder. No proxy shall be
valid after the expiration of eleven months after the date of its execution,
unless the shareholder executing it shall have specified therein the length of
time it is to continue in force.
Section 1.11. Inspectors of Election. In advance of any meeting of
shareholders, the directors may appoint inspectors of election to act at such
meeting or any adjournment thereof; if inspectors are not so appointed, the
officer of the corporation acting as chairman of any such meeting may make such
appointment. In case any person appointed as inspector fails to appear or act,
the vacancy may be filled only by appointment made by the directors in advance
of such meeting or, if not so filled, at the meeting by the officer of the
corporation acting as chairman of such meeting. No other person or persons may
appoint or require the appointment of inspectors of election.
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ARTICLE TWO
DIRECTORS
Section 2.01. Authority and Qualifications. Except where the law, the
Articles or the Regulations otherwise provide, all authority of the corporation
shall be vested in and exercised by its directors. Directors need not be
shareholders of the corporation. No person shall be eligible to be elected or
reelected as a director after such person has reached the age of 70 years;
except that this qualification shall not apply to a person elected as an initial
director of the corporation who shall have reached 70 years of age at the time
of such initial election.
Section 2.02. Number of Directors and Term of Office.
(A) Until changed in accordance with the provisions of the Regulations,
the number of directors of the corporation shall be nine (9). Except as provided
in the Articles of the corporation, each director shall be elected to serve
until the annual meeting of shareholders at which the term of such director
shall expire and until his successor is duly elected and qualified or until his
earlier resignation, removal from office, or death.
(B) The number of directors may be fixed or changed in accordance with
the Articles of the corporation at a meeting of the shareholders called for the
purpose of electing directors at which a quorum is present.
(C) The directors may fix or change the number of directors by the
affirmative vote of two-thirds (2/3) of the authorized number of directors and
may fill any director's office that is created by an increase in the number of
directors; provided, however, that the directors may not increase the number of
directors to more than fifteen (15) nor reduce the number of directors to less
than nine (9).
(D) No reduction in the number of directors shall of itself have the
effect of shortening the term of any incumbent director.
Section 2.03. Nomination and Election. (A) Any nominee for election as a
director of the corporation may be proposed only by the Board of Directors or by
any shareholder entitled to vote for the election of directors. No person, other
than a nominee proposed by the Board of Directors, may be nominated for election
as a director of the corporation unless
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such person shall have been proposed in a written notice, delivered or mailed by
first-class United States mail, postage prepaid, to the Secretary of the
corporation at its principal office. In the case of a nominee proposed for
election as a director at an annual meeting of shareholders, such written notice
of a proposed nominee shall be received by the Secretary of the corporation on
or before the later of (i) February l, immediately preceding such annual meeting
or (ii) the sixtieth (60th) day prior to the first anniversary of the most
recent annual meeting of shareholders of the corporation held for the election
of directors; provided, however, that if the annual meeting for the election of
directors in any year is not held on or before the thirty-first (31st) day next
following such anniversary, then the written notice required by this
subparagraph (A) shall be received by the Secretary within a reasonable time
prior to the date of such annual meeting. In the case of a nominee proposed by a
shareholder for election as a director at a special meeting of shareholders at
which directors are to be elected, such written notice of a proposed nominee
shall be received by the Secretary of the corporation no later than the close of
business on the seventh(7th) day following the day on which notice of the
special meeting was mailed to shareholders. Each such written notice of a
proposed nominee shall set forth (l) the name, age, business or residence
address of each nominee proposed in such notice, (2) the principal occupation or
employment of each such nominee, and (3) the number of common shares of the
corporation owned beneficially and/or of record by each such nominee and the
length of time any such shares have been so owned.
(B) If a shareholder shall attempt to nominate one or more persons for
election as a director at any meeting at which directors are to be elected
without having identified each such person in a written notice given as
contemplated by, and/or without having provided therein the information
specified in, sub-paragraph (A) of this Section, each such attempted nomination
shall be invalid and shall be disregarded unless the person acting as chairman
of the meeting determines that the facts warrant the acceptance of such
nomination.
(C) The election of directors shall be by ballot whenever requested by
the person acting as chairman of the meeting or by the holders of a majority of
the voting shares outstanding, entitled to vote at such meeting and present in
person or by proxy, but unless such request is made, the election shall be by
voice vote.
Section 2.04. Removal. A director or directors may be removed from office,
with or without assigning any cause, only by
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the vote of the holders of shares entitling them to exercise not less than
eighty percent (80%) of the voting power of the corporation entitling them to
elect directors in place of those to be removed. In case of any such removal, a
new director may be elected at the same meeting for the unexpired term of each
director removed. Failure to elect a director to fill the unexpired term of any
director removed shall be deemed to create a vacancy in the board.
Section 2.05. Vacancies. Vacancies, and newly created directorships
resulting from any increase in the authorized number of directors, may be filled
by the affirmative vote of two-thirds (2/3) of the whole authorized number of
directors or by the affirmative vote of the holders of at least four-fifths
(4/5) of the outstanding voting power of the corporation voting at a meeting of
the shareholders called for such purpose or in any other manner provided by law,
the Articles or the Regulations.
Section 2.06. Meetings. A meeting of the directors shall be held
immediately following the adjournment of each annual meeting of shareholders at
which directors are elected, and notice of such meeting need not be given. The
directors shall hold such other meetings as may from time to time be called, and
such other meetings of directors may be called only by the chairman of the
board, the president, or any two directors. All meetings of directors shall be
held at the principal office of the corporation in Defiance, Ohio or at such
other place within or without the State of Ohio, as the directors may from time
to time determine by a resolution. Meetings of the directors may be held through
any communications equipment if all persons participating can hear each other
and participation in a meeting pursuant to this provision shall constitute
presence at such meeting.
Section 2.07. Notice of Meetings. Notice of the time and place of each
meeting of directors for which such notice is required by law, the Articles, the
Regulations or the By-Laws shall be given to each of the directors by at least
one of the following methods:
(A) In a writing mailed not less than three days before such meeting and
addressed to the residence or usual place of business of a director,
as such address appears on the records of the corporation; or
(B) By telegraph, cable, radio, wireless, or a writing sent or delivered
to the residence or usual place
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of business of a director as the same appears on the records of the
corporation, not later than the day before the date on which such
meeting is to be held; or
(C) Personally or by telephone not later than the day before the date on
which such meeting is to be held.
Notice given to a director by any one of the methods specified in the
Regulations shall be sufficient, and the method of giving notice to all
directors need not be uniform. Notice of any meeting of directors may be given
only by the chairman of the board, the president or the secretary of the
corporation. Any such notice need not specify the purpose or purposes of the
meeting. Notice of adjournment of a meeting of directors need not be given if
the time and place to which it is adjourned are fixed and announced at such
meeting.
Section 2.08. Waiver of Notice. Notice of any meeting of directors may be
waived in writing, either before or after the holding of such meeting, by any
director, which writing shall be filed with or entered upon the records of the
meeting. The attendance of any director at any meeting of directors without
protesting, prior to or at the commencement of the meeting, the lack of proper
notice, shall be deemed to be a waiver by him of notice of such meeting.
Section 2.09. Quorum. A majority of the whole authorized number of
directors shall be necessary to constitute a quorum for a meeting of directors,
except that a majority of the directors in office shall constitute a quorum for
filling a vacancy in the board. The act of a majority of the directors present
at a meeting at which a quorum is present is the act of the board, except as
otherwise provided by law, the Articles or the Regulations.
Section 2.10. Executive Committee. The directors may create an executive
committee or any other committee of directors, to consist of not less than three
directors, and may authorize the delegation to such executive committee or other
committees of any of the authority of the directors, however conferred, other
than that of filling vacancies among the directors or in the executive committee
or in any other committee of the director.
Such executive committee or any other committee of directors shall serve at
the pleasure of the directors, shall act only in the intervals between meetings
of the directors, and
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shall be subject to the control and direction of the directors. Such executive
committee or other committee of directors may act by a majority of its members
at a meeting or by a writing or writings signed by all of its members.
Any act or authorization of an act by the executive committee or any other
committee within the authority delegated to it shall be as effective for all
purposes as the act or authorization of the directors. No notice of a meeting of
the executive committee or of any other committee of directors shall be
required. A meeting of the executive committee or of any other committee of
directors may be called only by the president or by a member of such executive
or other committee of directors. Meetings of the executive committee or of any
other committee of directors may be held through any communications equipment if
all persons participating can hear each other and participation in such a
meeting shall constitute presence thereat.
Section 2.11. Compensation. Directors shall be entitled to receive as
compensation for services rendered and expenses incurred as directors, such
amounts as the directors may determine.
Section 2.12. By-Laws. The directors may adopt, and amend from time to
time, By-Laws for their own government, which By-Laws shall not be inconsistent
with the law, the Articles or the Regulations.
ARTICLE THREE
OFFICERS
Section 3.01. Offices. The officers of the corporation to be elected by the
directors shall be a president, a secretary, a treasurer, and, if desired, one
or more vice presidents and such other officers and assistant officers as the
directors may from time to time elect. The directors may elect a chairman of the
board, who must be a director. Officers need not be shareholders of the
corporation, and may be paid such compensation as the board of directors may
determine. Any two or more offices may be held by the same person, but no
officer shall execute, acknowledge, or verify any instrument in more than one
capacity if such instrument is required by law, the Articles, the Regulations or
the By-Laws to be executed, acknowledged, or verified by two or more officers.
Section 3.02. Tenure of Office. The officers of the corporation shall hold
office at the pleasure of the directors.
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Any officer of the corporation may be removed, either with or without cause, at
any time, by the affirmative vote of a majority of all the directors then in
office; such removal, however, shall be without prejudice to the contract
rights, if any, of the person so removed.
Section 3.03. Duties of the Chairman of the Board. The chairman of the
board, if any, shall preside at all meetings of the directors. He shall have
such other powers and duties as the directors shall from time to time assign to
him.
Section 3.04. Duties of the President. The president shall be the chief
executive officer of the corporation and shall exercise supervision over the
business of the corporation and shall have, among such additional powers and
duties as the directors may from time to time assign to him, the power and
authority to sign all certificates evidencing shares of the corporation and all
deeds, mortgages, bonds, contracts, notes and other instruments requiring the
signature of the president of the corporation. It shall be the duty of the
president to preside at all meetings of shareholders.
Section 3.05. Duties of the Vice Presidents. In the absence of the
president or in the event of his inability or refusal to act, the vice
president, if any (or in the event there be more than one vice president, the
vice presidents in the order designated, or in the absence of any designation,
then in the order of their election), shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all
restrictions upon the president. The vice presidents shall perform such other
duties and have such other powers as the directors may from time to time
prescribe.
Section 3.06. Duties of the Secretary. It shall be the duty of the
secretary, or of an assistant secretary, if any, in case of the absence or
inability to act of the secretary, to keep minutes of all the proceedings of the
shareholders and the directors and to make a proper record of the same; to
perform such other duties as may be required by law, the Articles or the
Regulations; to perform such other and further duties as may from time to time
be assigned to him by the directors or the president; and to deliver all books,
paper and property of the corporation in his possession to his successor, or to
the president.
Section 3.07. Duties of the Treasurer. The treasurer, or an assistant
treasurer, if any, in case of the absence or inability to act of the treasurer,
shall receive and safely keep in charge all money, bills, notes, choses in
action, securities
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and similar property belonging to the corporation, and shall do with or disburse
the same as directed by the president or the directors; shall keep an accurate
account of the finances and business of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, stated capital
and shares, together with such other accounts as may be required and hold the
same open for inspection and examination by the directors; shall give bond in
such sum with such security as the directors may require for the faithful
performance of his duties; shall, upon the expiration of his term of office,
deliver all money and other property of the corporation in his possession or
custody to his successor or the president; and shall perform such other duties
as from time to time may be assigned to him by the directors.
ARTICLE FOUR
SHARES
Section 4.01. Certificates. Certificates evidencing ownership to shares of
the corporation shall be issued to those entitled to them. Each certificate
evidencing shares of the corporation shall bear a distinguishing number; the
signatures of the chairman of the board, the president, or a vice president, and
of the secretary or an assistant secretary (except that when any such
certificate is countersigned by an incorporated transfer agent or registrar,
such signatures may be facsimile, engraved, stamped or printed); and such
recitals as may be required by law. Certificates evidencing shares of the
corporation shall be of such tenor and design as the directors may from time to
time adopt and may bear such recitals as are permitted by law.
Section 4.02. Transfers. Where a certificate evidencing a share or shares
of the corporation is presented to the corporation or its proper agents with a
request to register transfer, the transfer shall be registered as requested if:
(l) An appropriate person signs on each certificate so presented or signs
on a separate document an assignment or transfer of shares evidenced by each
such certificate, or signs a power to assign or transfer such shares, or when
the signature of an appropriate person is written without more on the back of
each such certificate; and
(2) Reasonable assurance is given that the endorsement of each appropriate
person is genuine and effective; the corporation or its agents may refuse to
register a transfer of shares unless the signature of each appropriate person is
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guaranteed by a commercial bank or trust company having an office or a
correspondent in the City of New York or by a firm having membership in the New
York Stock Exchange; and
(3) All applicable laws relating to the collection of transfer or other
taxes have been complied with; and
(4) The corporation or its agents are not otherwise required or permitted
to refuse to register such transfer.
Section 4.03. Transfer Agents and Registrars. The directors may appoint one
or more agents to transfer or to register shares of the corporation, or both.
Section 4.04. Lost, Wrongfully Taken or Destroyed Certificates. Except as
otherwise provided by law, where the owner of a certificate evidencing shares of
the corporation claims that such certificate has been lost, destroyed or
wrongfully taken, the directors must cause the corporation to issue a new
certificate in place of the original certificate if the owner:
(1) So requests before the corporation has notice that such original
certificate has been acquired by a bona fide purchaser; and
(2) Files with the corporation, unless waived by the directors, an
indemnity bond, with surety or sureties satisfactory to the corporation, in such
sums as the directors may, in their discretion, deem reasonably sufficient as
indemnity against any loss or liability that the corporation may incur by reason
of the issuance of each such new certificate; and
(3) Satisfies any other reasonable requirements which may be imposed by the
directors, in their discretion.
ARTICLE FIVE
INDEMNIFICATION AND INSURANCE
Section 5.01. Indemnification. The corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative (other than an action threatened or instituted
directly by the corporation) by reason of the fact that he is or was a director
or officer of the corporation or any present or former director or officer of
the corporation who is or was
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serving at the request of the corporation as a director, trustee, officer,
employee or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
or conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
Section 5.02. Discretionary Indemnification. The corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative by reason of the fact that he is or
was an employee or agent of the corporation or is or was serving at the request
of the corporation as a director, trustee, of officer, employee or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
The corporation may also indemnify or agree to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or
completed action or suit which is threatened or instituted by the corporation
directly (rather than a derivative action in the right of the corporation) to
produce a judgment in its favor by reason of the fact that he is or was a
director or officer of the corporation
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or any present or former director or officer of the corporation who is or was
serving at the request of the corporation as a director, trustee, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him, judgments and amounts paid in connection with such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
such indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the Court of Common Pleas of Defiance County, Ohio or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability, but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses as such Court of Common Pleas or such other court shall deem proper.
Section 5.03. Indemnification for Expenses. To the extent that a director,
trustee, officer, employee or agent has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
5.02 hereof, or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
Section 5.04. Determination Required. Any indemnification under Sections
5.01 and 5.02 (unless ordered by a court) shall be made by the corporation only
upon a determination that the indemnification of the director, trustee, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 5.01 and 5.02. Such
determination shall be made (A) by the board of directors by a majority vote of
a quorum consisting of directors who were not and are not parties to, or
threatened with, such action, suit or proceeding or (B) if such a quorum is not
obtainable or if a majority of a quorum of disinterested directors so directs,
in a written opinion by independent legal counsel, or (C) by the shareholders.
Any determination made by the disinterested directors or by independent legal
counsel under this Section 5.04 to provide indemnity under Section 5.01 or 5.02
to a person threatened or sued in the right of the corporation (derivatively)
shall be promptly communicated to the person who threatened or brought the
derivative action or suit in the right of the corporation, and such person shall
have the right, within 10 days after receipt of such notification, to petition
the Court of Common Pleas of Defiance County, Ohio or the court in which
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action or suit was brought to review the reasonableness of such determination.
Section 5.05. Advances for Expenses. Expenses (including attorneys' fees)
incurred in defending any civil or criminal action, suit, or proceeding referred
to in Sections 5.01 and 5.02 may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the board
of directors in the specific case upon receipt of an undertaking by or on behalf
of the director, trustee, officer, employee, or agent to repay such amount,
unless it shall ultimately be determined that he is entitled to be indemnified
by the corporation as authorized in this Article Five.
Section 5.06. Article Five Not Exclusive. The indemnification provided by
this Article Five shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under the Articles or the
Regulations or any agreement, vote of shareholders or disinterested directors,
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, trustee, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
Section 5.07. Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article Five.
Section 5.08. Definition of "the Corporation". As used in this Article
Five, references to "the corporation" include all constituent corporations in a
consolidation or merger and the new or surviving corporation, so that any person
who is or was a director, trustee, officer, employee or agent of such a
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, trustee, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, shall stand
in the same position under the provisions of this Article Five with respect to
the new or surviving corporation as he would if he had served the new or
surviving corporation in the same capacity.
14
<PAGE> 17
ARTICLE SIX
MISCELLANEOUS
Section 6.01. Seal. The corporation shall have no seal.
Section 6.02. Amendments. The Regulations may be amended, or new
regulations may be adopted, at a meeting of shareholders held for such purpose,
or without a meeting by the written consent of the holders of shares entitling
them to exercise not less than all (100%) of the voting power of the corporation
on such proposal.
Section 6.03. Action by Shareholders or Directors Without a Meeting.
Anything contained in the Regulations to the contrary notwithstanding, except as
provided in Section 6.02, any action which may be authorized or taken at a
meeting of the shareholders or of the directors or of a committee of the
directors, as the case may be, may be authorized or taken without a meeting with
the affirmative vote or approval of, and in a writing or writings signed by, all
the shareholders who would be entitled to notice of a meeting of the
shareholders held for such purpose, or all the directors, or all the members of
such committee of the directors, respectively, which writings shall be filed
with or entered upon the records of the corporation.
15
<PAGE> 1
Exhibit 5
---------
(614) 464-6400
February 27, 1998
Board of Directors
Rurban Financial Corp.
401 Clinton Street
Defiance, Ohio 43512
Gentlemen:
We are familiar with the proceedings taken and proposed to be taken by
Rurban Financial Corp., an Ohio corporation (the "Company"), in connection with
the institution of the Rurban Financial Corp. Stock Option Plan (the "Plan"),
the granting of options to purchase common shares, without par value (the
"Common Shares"), of the Company pursuant to the Plan, the issuance and sale of
Common Shares of the Company upon exercise of options granted and to be granted
under the Plan and the granting of "Stock Appreciation Rights" (as that term is
defined in the Plan) under the Plan, all as described in the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission on February 27, 1998. The purpose of the
Registration Statement is to register 200,000 Common Shares reserved for
issuance under the Plan pursuant to the provisions of the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder.
In connection with this opinion, we have examined an original or copy of,
and have relied upon the accuracy of, without independent verification or
investigation: (a) the Registration Statement; (b) the Plan; (c) the Company's
Amended Articles; (d) the Company's Amended and Restated Code of Regulations;
and (e) certain proceedings of the directors and of the shareholders of the
Company. We have also relied upon such representations of the Company and
officers of the Company and such authorities of law as we have deemed relevant
as a basis for this opinion.
We have relied solely upon the examinations and inquiries recited herein,
and we have not undertaken any
<PAGE> 2
independent investigation to determine the existence or absence of any facts,
and no inference as to our knowledge concerning such facts should be drawn.
Based upon and subject to the foregoing and the further qualifications and
limitations set forth below, as of the date hereof, we are of the opinion that
after the 200,000 Common Shares of the Company to be registered under the
Registration Statement have been issued and delivered by the Company upon the
exercise of options under the Plan against payment of the purchase price
therefor in accordance with the terms of the Plan, said Common Shares will be
validly issued, fully paid and non-assessable, assuming compliance with
applicable federal and state securities laws.
Our opinion is limited to the General Corporation Law of Ohio in effect as
of the date hereof. This opinion is furnished by us solely for the benefit of
the Company in connection with the offering of the Common Shares pursuant to the
Plan and the filing of the Registration Statement and any amendments thereto.
This opinion may not be relied upon by any other person or assigned, quoted or
otherwise used without our specific written consent.
Notwithstanding the foregoing, we consent to the filing of this opinion as
an exhibit to the Registration Statement and to the reference to us therein.
Very truly yours,
/s/ Vorys, Sater, Seymour and Pease
-----------------------------------
VORYS, SATER, SEYMOUR AND PEASE
2
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference and use of our report dated
January 17, 1997, except for Note 1, stock dividends, as to which the date is
January 31, 1997, on the consolidated financial statements of Rurban Financial
Corp., which appears on page 48 of Rurban Financial Corp.'s Form 10-K for the
year ended December 31, 1996, in Rurban Financial Corp.'s Registration Statement
on Form S-8 pertaining to the Rurban Financial Corp. Stock Option Plan, dated
March 12, 1997.
/s/ Crowe Chizek and Company LLP
--------------------------------
South Bend, Indiana
February 24, 1998
<PAGE> 1
EXHIBIT 24
POWERS OF ATTORNEY
<PAGE> 2
POWER OF ATTORNEY
The undersigned officer and/or director of Rurban Financial Corp. (the
"Company"), does hereby constitute and appoint Richard C. Warrener my true and
lawful attorney and agent, with power of substitution, to do any and all acts
and things in my name and on my behalf in any and all capacities, and to execute
any and all instruments for me and in my name in any and all capacities, which
said attorney or agent may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the filing of a Registration Statement on Form S-8 in connection with the
offering of 200,000 Common Shares of the Company pursuant to the Rurban
Financial Corp. Stock Option Plan, including specifically but without
limitation, power and authority to sign for me in my name in any and all
capacities, any and all amendments (including post-effective amendments) to such
Registration Statement; and I do hereby ratify and confirm all that the said
attorneys and agents, or their substitute or substitutes, or any of them, shall
do or cause to be done by virtue hereof.
/s/ Thomas C. Williams
----------------------
Thomas C. Williams
<PAGE> 3
POWER OF ATTORNEY
The undersigned officer and/or director of Rurban Financial Corp. (the
"Company"), does hereby constitute and appoint Richard C. Warrener my true and
lawful attorney and agent, with power of substitution, to do any and all acts
and things in my name and on my behalf in any and all capacities, and to execute
any and all instruments for me and in my name in any and all capacities, which
said attorney or agent may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the filing of a Registration Statement on Form S-8 in connection with the
offering of 200,000 Common Shares of the Company pursuant to the Rurban
Financial Corp. Stock Option Plan, including specifically but without
limitation, power and authority to sign for me in my name in any and all
capacities, any and all amendments (including post-effective amendments) to such
Registration Statement; and I do hereby ratify and confirm all that the said
attorneys and agents, or their substitute or substitutes, or any of them, shall
do or cause to be done by virtue hereof.
/s/ Richard C. Burrows
----------------------
Richard C. Burrows
<PAGE> 4
POWER OF ATTORNEY
The undersigned officer and/or director of Rurban Financial Corp. (the
"Company"), does hereby constitute and appoint Richard C. Warrener my true and
lawful attorney and agent, with power of substitution, to do any and all acts
and things in my name and on my behalf in any and all capacities, and to execute
any and all instruments for me and in my name in any and all capacities, which
said attorney or agent may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the filing of a Registration Statement on Form S-8 in connection with the
offering of 200,000 Common Shares of the Company pursuant to the Rurban
Financial Corp. Stock Option Plan, including specifically but without
limitation, power and authority to sign for me in my name in any and all
capacities, any and all amendments (including post-effective amendments) to such
Registration Statement; and I do hereby ratify and confirm all that the said
attorneys and agents, or their substitute or substitutes, or any of them, shall
do or cause to be done by virtue hereof.
/s/ John R. Compo
-----------------
John R. Compo
<PAGE> 5
POWER OF ATTORNEY
The undersigned officer and/or director of Rurban Financial Corp. (the
"Company"), does hereby constitute and appoint Richard C. Warrener my true and
lawful attorney and agent, with power of substitution, to do any and all acts
and things in my name and on my behalf in any and all capacities, and to execute
any and all instruments for me and in my name in any and all capacities, which
said attorney or agent may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the filing of a Registration Statement on Form S-8 in connection with the
offering of 200,000 Common Shares of the Company pursuant to the Rurban
Financial Corp. Stock Option Plan, including specifically but without
limitation, power and authority to sign for me in my name in any and all
capacities, any and all amendments (including post-effective amendments) to such
Registration Statement; and I do hereby ratify and confirm all that the said
attorneys and agents, or their substitute or substitutes, or any of them, shall
do or cause to be done by virtue hereof.
/s/ John Fahl
-------------
John Fahl
<PAGE> 6
POWER OF ATTORNEY
The undersigned officer and/or director of Rurban Financial Corp. (the
"Company"), does hereby constitute and appoint Richard C. Warrener my true and
lawful attorney and agent, with power of substitution, to do any and all acts
and things in my name and on my behalf in any and all capacities, and to execute
any and all instruments for me and in my name in any and all capacities, which
said attorney or agent may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the filing of a Registration Statement on Form S-8 in connection with the
offering of 200,000 Common Shares of the Company pursuant to the Rurban
Financial Corp. Stock Option Plan, including specifically but without
limitation, power and authority to sign for me in my name in any and all
capacities, any and all amendments (including post-effective amendments) to such
Registration Statement; and I do hereby ratify and confirm all that the said
attorneys and agents, or their substitute or substitutes, or any of them, shall
do or cause to be done by virtue hereof.
/s/ Robert A. Fawcett, Jr.
--------------------------
Robert A. Fawcett, Jr.
<PAGE> 7
POWER OF ATTORNEY
The undersigned officer and/or director of Rurban Financial Corp. (the
"Company"), does hereby constitute and appoint Richard C. Warrener my true and
lawful attorney and agent, with power of substitution, to do any and all acts
and things in my name and on my behalf in any and all capacities, and to execute
any and all instruments for me and in my name in any and all capacities, which
said attorney or agent may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the filing of a Registration Statement on Form S-8 in connection with the
offering of 200,000 Common Shares of the Company pursuant to the Rurban
Financial Corp. Stock Option Plan, including specifically but without
limitation, power and authority to sign for me in my name in any and all
capacities, any and all amendments (including post-effective amendments) to such
Registration Statement; and I do hereby ratify and confirm all that the said
attorneys and agents, or their substitute or substitutes, or any of them, shall
do or cause to be done by virtue hereof.
/s/ Richard Z. Graham
---------------------
Richard Z. Graham
<PAGE> 8
POWER OF ATTORNEY
The undersigned officer and/or director of Rurban Financial Corp. (the
"Company"), does hereby constitute and appoint Richard C. Warrener my true and
lawful attorney and agent, with power of substitution, to do any and all acts
and things in my name and on my behalf in any and all capacities, and to execute
any and all instruments for me and in my name in any and all capacities, which
said attorney or agent may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the filing of a Registration Statement on Form S-8 in connection with the
offering of 200,000 Common Shares of the Company pursuant to the Rurban
Financial Corp. Stock Option Plan, including specifically but without
limitation, power and authority to sign for me in my name in any and all
capacities, any and all amendments (including post-effective amendments) to such
Registration Statement; and I do hereby ratify and confirm all that the said
attorneys and agents, or their substitute or substitutes, or any of them, shall
do or cause to be done by virtue hereof.
/s/ Eric C. Hench
-----------------
Eric C. Hench
<PAGE> 9
POWER OF ATTORNEY
The undersigned officer and/or director of Rurban Financial Corp. (the
"Company"), does hereby constitute and appoint Richard C. Warrener my true and
lawful attorney and agent, with power of substitution, to do any and all acts
and things in my name and on my behalf in any and all capacities, and to execute
any and all instruments for me and in my name in any and all capacities, which
said attorney or agent may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the filing of a Registration Statement on Form S-8 in connection with the
offering of 200,000 Common Shares of the Company pursuant to the Rurban
Financial Corp. Stock Option Plan, including specifically but without
limitation, power and authority to sign for me in my name in any and all
capacities, any and all amendments (including post-effective amendments) to such
Registration Statement; and I do hereby ratify and confirm all that the said
attorneys and agents, or their substitute or substitutes, or any of them, shall
do or cause to be done by virtue hereof.
/s/ W. Scott Muir
-----------------
W. Scott Muir
<PAGE> 10
POWER OF ATTORNEY
The undersigned officer and/or director of Rurban Financial Corp. (the
"Company"), does hereby constitute and appoint Richard C. Warrener my true and
lawful attorney and agent, with power of substitution, to do any and all acts
and things in my name and on my behalf in any and all capacities, and to execute
any and all instruments for me and in my name in any and all capacities, which
said attorney or agent may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the filing of a Registration Statement on Form S-8 in connection with the
offering of 200,000 Common Shares of the Company pursuant to the Rurban
Financial Corp. Stock Option Plan, including specifically but without
limitation, power and authority to sign for me in my name in any and all
capacities, any and all amendments (including post-effective amendments) to such
Registration Statement; and I do hereby ratify and confirm all that the said
attorneys and agents, or their substitute or substitutes, or any of them, shall
do or cause to be done by virtue hereof.
/s/ Steven D. VanDemark
-----------------------
Steven D. VanDemark
<PAGE> 11
POWER OF ATTORNEY
The undersigned officer and/or director of Rurban Financial Corp. (the
"Company"), does hereby constitute and appoint Richard C. Warrener my true and
lawful attorney and agent, with power of substitution, to do any and all acts
and things in my name and on my behalf in any and all capacities, and to execute
any and all instruments for me and in my name in any and all capacities, which
said attorney or agent may deem necessary or advisable to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the filing of a Registration Statement on Form S-8 in connection with the
offering of 200,000 Common Shares of the Company pursuant to the Rurban
Financial Corp. Stock Option Plan, including specifically but without
limitation, power and authority to sign for me in my name in any and all
capacities, any and all amendments (including post-effective amendments) to such
Registration Statement; and I do hereby ratify and confirm all that the said
attorneys and agents, or their substitute or substitutes, or any of them, shall
do or cause to be done by virtue hereof.
/s/ J. Michael Walz, D.D.S.
---------------------------
J. Michael Walz, D.D.S.
