<PAGE> 1
As filed with the Securities and Exchange Commission on May 15, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CORTLAND BANCORP
(Exact name of Registrant as specified in its charter)
---------------
OHIO 34-1451118
State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
194 WEST MAIN STREET
CORTLAND, OHIO 44410
(330) 637-8040
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
---------------
DENNIS E. LINVILLE
CORTLAND BANCORP
194 WEST MAIN STREET
CORTLAND, OHIO 44410
(330) 637-8040
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
MICHAEL D. MARTZ, ESQ.
VORYS, SATER, SEYMOUR AND PEASE LLP
52 EAST GAY STREET
COLUMBUS, OHIO 43215
(614) 464-6451
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER UNIT AGGREGATE OFFERING REGISTRATION FEE
SECURITIES TO BE REGISTERED REGISTERED PRICE(1)
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, without par value .... 1,000,000 $62.00 $62,000,000.00 $18,290.00
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)Pursuant to Rule 457(c), the proposed maximum aggregate offering price is
based on the high and low prices of the Common Shares reported on the
OVER-THE-COUNTER BULLETIN BOARD on May 11, 1998. [within 5 business
days of filing]
(Page 1 of 44 pages; Exhibit Index on pages 29-30)
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PROSPECTUS 1,000,000 SHARES
CORTLAND BANCORP
COMMON SHARES
NO PAR VALUE
---------------------
Offered as set forth herein pursuant to the
CORTLAND BANCORP
DIVIDEND REINVESTMENT PLAN
-----------------------
FOR DISCUSSION OF CERTAIN RISKS OF AN INVESTMENT IN THE COMMON SHARES
OFFERED HEREBY, SEE "RISK FACTORS/LACK OF A MARKET FOR THE COMMON SHARES"
LOCATED ON PAGE 4.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS, AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CORTLAND
BANCORP. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN
OFFER OF THOSE TO WHICH IT RELATES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER. NEITHER THE DELIVERY OF THIS PROSPECTUS AT ANY
TIME NOR ANY SALES MADE PURSUANT TO THIS PROSPECTUS SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME AFTER ITS DATE OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE CORPORATION SINCE THE DATE HEREOF.
-----------------------
THE DATE OF THIS PROSPECTUS IS MAY 15, 1998
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[Inside Front Cover Page of Prospectus]
AVAILABLE INFORMATION
---------------------
Cortland Bancorp. (the "Corporation") is subject to the
informational reporting requirements of the Securities Exchange Act of 1934, as
amended, (the "1934 Act") and, accordingly, files its proxy statements and
certain reports and other information with the Securities and Exchange
Commission (the "Commission"). Such proxy statements, reports and other
information may be inspected or copied at the public reference facilities of the
Commission located at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549;
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such materials may also be obtained at prescribed rates from the
Public Reference Section of the Commission at its principal office located at
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a
Web site that contains reports, proxy and information statements and other
information regarding the Corporation that the Corporation files with the
Commission electronically at (http://www.sec.gov). The Corporation will furnish
copies of any or all of the documents incorporated by reference herein,
including a copy of the Corporation's Registration Statement on Form S-3 (other
than the exhibits to such documents) and copies of the Corporation's annual
report, without charge, to any person, including any beneficial owner, to whom a
copy of this Prospectus has been delivered. Oral and written requests for such
copies should be directed to Deborah L. Eazor, Assistant Secretary/Treasurer,
Cortland Savings and Banking Company, 194 West Main Street, Cortland, Ohio
44410, telephone number (330) 637-8040.
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A. RISK FACTORS/LACK OF A MARKET FOR THE COMMON SHARES
There is no active market for the Common Shares of the Company
and trading has historically been limited. There can be no assurance that an
active market will develop for the Common Shares.
B. THE CORPORATION
Cortland Bancorp, a bank holding company which owns one
hundred percent (100%) of its subsidiary, The Cortland Savings and Banking
Company (the "Bank"), was incorporated under the laws of Ohio in 1984. The
Corporation became the parent of the Bank in 1985 through an exchange offer
pursuant to which the Corporation issued shares of common stock in exchange for
the then outstanding shares of the Bank. The Corporation's primary business is
the ownership of the Bank's stock. The Bank is a full service bank, chartered by
the State of Ohio, engaged in commercial and retail banking and trust services.
The address of the Corporation's principal executive offices
is 194 West Main Street, Cortland, Ohio 44410 and the Corporation's telephone
number is (330) 637-8040.
C. THE PLAN
The following is a statement of the provisions of the amended
and restated Cortland Bancorp Dividend Reinvestment Plan (the "Plan") for
shareholders of the Corporation. Information contained under Section C,
Paragraph 1.0, beginning on page 4, through and including Section C, Paragraph
10.0, ending on page 12, both explains and constitutes the amended and restated
Plan, which was amended as set forth herein by action of the Corporation's Board
of Directors on August 26, 1998.
1.0 PURPOSE OF THE PLAN
------------------------
The purpose of the Plan is to provide the shareholders of the
Corporation with a simple and convenient method of investing cash
dividends in additional shares of common stock of the Corporation (the
"Common Shares") without payment of any brokerage commission or service
charge. Furthermore, since all such Common Shares will be purchased
from the Corporation, the Corporation will receive additional funds
needed for general corporate purposes.
2.0 ADVANTAGES TO THE PARTICIPANT
----------------------------------
A participant in the Plan who authorizes reinvestment of dividends will
have cash dividends on all Common Shares held in the Plan automatically
reinvested in Common Shares at the purchase price. (See "Purchases of
Common Shares under the Plan", below). In addition, all stock dividends
on Common Shares held in the Plan will automatically be credited to the
participant's account under the Plan.
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There are no brokerage commissions or service charges for purchases of
Common Shares under the Plan. Full investment of funds is possible
because the Plan permits fractions of Common Shares, as well as full
Common Shares, to be credited to accounts. Dividends will be paid on
all full and fractional Common Shares held in the Plan. A statement of
account will be mailed to each participant following each payment of a
dividend pursuant to the terms of the Plan.
The Plan does not represent a guarantee of future dividends, which will
depend upon the Corporation's earnings, financial requirements and
other factors.
3.0 ADMINISTRATION -- THE CORTLAND SAVINGS AND BANKING COMPANY (THE
--------------------------------------------------------------------
"BANK") WILL ADMINISTER THE PLAN
--------------------------------
The Bank will administer the Plan, keep records, maintain accounts,
provide statements of account to each participant, distribute share
certificates, and perform all other duties relating to the Plan.
The Bank may adopt rules and regulations to facilitate its
administration of the Plan.
To obtain information about the Plan, contact Corporate Services
Officer, Cortland Savings and Banking Company, 194 West Main Street,
Cortland, Ohio 44410, (330) 637-8040.
4.0 ELIGIBILITY AND PARTICIPATION
----------------------------------
a. RECORD HOLDERS MAY PARTICIPATE
----------------------------------
All holders of record of Common Shares are eligible to participate in
the Plan, except as described in this Section. The Corporation reserves
the right to deny participation in this Plan to any shareholder who
resides in a jurisdiction having laws or regulations that impose
conditions upon the Plan or the Corporation which are unacceptable to
the Corporation, or who fails to provide documentation acceptable to
the Corporation of his or her state of residence. Consequently, the
Plan may not be available to shareholders who live in certain states. A
shareholder of record who wishes to participate in the Plan must
certify to his or her state of residence on the Share Owner
Authorization Form and agree to notify the Bank if such state of
residence changes.
b. ELIGIBLE SHAREHOLDERS MUST ENROLL
-------------------------------------
An eligible shareholder may join the Plan by filling out, signing, and
returning to the Bank, a Share Owner Authorization Form. The Plan
requires that all dividends be reinvested for all Common Shares held by
such shareholder. In order to be eligible to participate in the Plan,
any beneficial owner of Common Shares
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whose Common Shares are registered other than in his or her name (for
example, in the name of a broker or bank nominee) must become a
shareholder of record by having his or her shares transferred into his
or her name. Where the Common Shares are registered in more than one
name (e.g., joint tenants, trustees, etc.), all registered holders must
sign.
Record dates for determining the holders of Common Shares entitled to
receive dividends declared on Common Shares ("dividend record dates")
are chosen from time to time by the Corporation's Board of Directors
and are customarily in the months of June and December. Dividend record
dates will vary from time to time, and may be chosen in months other
than June or December. Provided the signed Share Owner Authorization
Form for dividend reinvestment is received by the Bank on or prior to
the record date for the dividend payment, reinvestment of the
participant's dividends will begin with that dividend payment. If the
Share Owner Authorization Form is received after the record date,
reinvestment of the participant's dividends will begin with the next
succeeding dividend payment. Notwithstanding the foregoing, the
Corporation reserves the right to delay participation in the Plan to
any shareholder whenever the Corporation shall deem such delay
necessary for purposes of compliance with state securities laws.
c. OPTIONAL CASH CONTRIBUTIONS
-------------------------------
Participants are entitled to make optional cash contributions to the
Plan of up to a maximum $1,000 per calendar year for the purchase of
additional Common Shares in accordance with the Plan (this provision
was amended by the Board of Directors on August 26, 1998 and it
previously allowed participants to make optional cash contributions up
to a maximum of $5,000 per calendar year). Optional cash contributions
made by negotiable instrument (cashier check, personal check or money
order) must be in a minimum amount of $100. Optional cash contributions
made through the means of an automatic debit to the participant's
checking or savings account (as described below) must be in a minimum
amount of $25. Optional cash contributions may be made during any
period beginning on the thirtieth calendar day immediately preceding
any dividend payment date and ending on the fifth business day
immediately preceding the dividend payment date. Optional cash
contributions received during that time period will be invested on that
dividend reinvestment date. No interest will be paid on cash
contributions before they are invested. As in the case of purchases of
Common Shares made through the reinvestment of cash dividends,
participants will not incur any brokerage commissions or service
charges in connection with Common Shares purchased with optional cash
contributions. Common Shares purchased with optional cash contributions
will be held, and the dividends from such Common Shares will be
reinvested, in the same manner as all other Common Shares purchased
through the Plan.
An optional cash contribution may be made by enclosing a negotiable
instrument (cashier check, personal check or money order) with the
Share Owner Authorization Form when enrolling in
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the Plan, provided such enrollment occurs no earlier than the thirtieth
calendar day immediately preceding a dividend payment date and no later
than the fifth business day immediately preceding that dividend payment
date. If enrollment in the Plan occurs more than thirty calendar days
immediately preceding a dividend payment date and for all optional cash
contributions made following enrollment in the Plan, optional cash
contributions may be made by forwarding a negotiable instrument
(cashier check, personal check or money order) to the Bank together
with a payment form which will accompany each statement of account, no
earlier than the thirtieth calendar day immediately preceding any
dividend payment date and no later than the fifth business day
immediately preceding that dividend payment date. Any voluntary cash
contribution received more than thirty calendar days immediately
preceding a dividend payment date or after the fifth business day
immediately preceding a dividend payment date will be returned to the
participant. All negotiable instruments for optional cash contributions
should be made payable to "Cortland Bancorp".
Alternatively, an optional cash contribution may be made by automatic
debiting of the participant's checking or savings account established
at the Bank. In order to effect an optional cash contribution by
automatic debiting of the participant's checking or savings account,
the participant must complete the Share Owner Authorization Form, as
well as an Authorization to Charge Account. The Authorization to Charge
Account authorizes the Bank to automatically deduct the amount
instructed by the participant on the Authorization to Charge Account
from the checking or savings account specified by the participant and
to contribute the deducted amount to the Plan on the participant's
behalf. Each such deduction will be made by the Bank as of the date
authorized by the participant on the Authorization to Charge Account,
which date must be no earlier than the thirtieth calendar day
immediately preceding a dividend payment date and no later than the
fifth business day immediately preceding that dividend payment date. If
no date is specified or the date specified is not within the time
period set forth above, the deduction from the participant's checking
or savings account specified on the Authorization to Charge Account
will be made on the sixth business day immediately preceding that
dividend payment date. (The date on which the deduction is to be made
is hereinafter referred to as the "Cash Contribution Date".) In the
event that a participant's checking or savings account from which
automatic debits are to be made to effect optional cash contributions
does not contain sufficient funds on the Cash Contribution Date to make
the full amount of optional cash contribution as designated by that
participant, no debit will be made for that participant. Consequently,
no purchase of Common Shares will be made for that participant in
connection with that dividend payment as a result of optional cash
contributions, unless that participant makes an optional cash
contribution no earlier than the thirtieth calendar day immediately
preceding the dividend payment date and no later than the fifth
business day immediately preceding that dividend payment date by
negotiable instrument (cashier check, personal check or money order).
Automatic debiting of the participant's
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account to effect optional cash contributions will resume in connection
with the next dividend payment for which the checking or savings
account contains sufficient funds to make the full designated amount of
optional cash contributions.
Participants in the Plan have no obligation to make optional cash
contributions, and may cease or resume making optional cash
contributions pursuant to the terms of the Plan at any time. Any
optional cash contribution will be refunded if a written request for
refund is received by the Bank no later than forty-eight hours prior to
the next succeeding investment date.
NO INTEREST WILL BE PAID ON CASH DIVIDENDS OR OPTIONAL CASH
CONTRIBUTIONS PENDING INVESTMENT. Timing of a participant's optional
cash contributions should be made accordingly. It is strongly suggested
that all optional cash contributions be sent so as to arrive at the
offices of the Bank just prior to the fifth business day immediately
preceding any dividend payment date. The Company has no obligation to
invest any optional cash contribution received after the fifth business
day immediately preceding any dividend payment date.
5.0 PURCHASES OF COMMON SHARES UNDER THE PLAN.
-----------------------------------------------
There is no active trading market for the Common Shares and trading
historically has been limited. The per share purchase price of shares
purchased under the Plan with reinvested dividends on any dividend
payment date shall be the lesser of: (a) the weighted average per share
selling price at which shares of the common stock of the Corporation
have been sold during the period commencing at the close of business on
the sixtieth day immediately preceding the record date for the dividend
(or, if such day is not a business day, the business day immediately
preceding such sixtieth day) and ending at the close of business on the
thirtieth day immediately preceding the record date for the current
dividend; (b) the average bid price provided by three brokers (as the
Board of Directors may designate from time to time) for the last five
business days immediately preceding the month in which the record date
falls; or (c) the "hypothetical market value" of the shares as
determined by an independent accounting firm (the "Accountants") of the
Corporation's choice. In determining the hypothetical market value, the
Accountants shall take into consideration the following guidelines:
(i) The following ratios will be calculated and averaged for not less than
three publicly traded bank holding companies located in the same
geographic area as the Corporation selected by the Accountants:
Price/Net Income Ratio: Price of the bank holding company's
common shares divided by the net income of such bank holding
company for the most recently reported four (4) fiscal
quarters of the bank holding company.
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Price/Average 5 Years Net Income Ratio: Price of the bank
holding company's common shares divided by the average net
income for the five year period that includes the four most
recently reported fiscal years and the four most recently
reported fiscal quarters of the bank holding company.
Price/Shareholders Equity Ratio: Price of the bank holding
company's common shares divided by the book value per share at
the end of the most recently reported fiscal quarter of the
bank holding company. For purposes of this calculation, "book
value per share" shall mean total shareholders' equity of the
Corporation less the stated capital of any outstanding
preferred shares of the Corporation divided by the number of
outstanding Common Shares.
For purposes of these calculations "price" shall mean the
closing price on the last trading day of the second month
following the most recently reported fiscal quarter as quoted
on any national or regional stock exchange or the NASDAQ
National Market System, or if not quoted, the average of the
high bid and low asked prices quoted on any other quotation
system, or, if not so quoted, such average as listed by any
brokers selected by the Accountants.
(ii) Multiply the Price/Net Income Ratio derived in (i) above times
the net income per share of the Corporation (the "current net
income method") for the most recently completed twelve months
ending on the last day of the most recently reported fiscal
quarter;
Multiply the Price/Average 5 Years Net Income Ratio derived in
(i) above times the average 5 years net income of the
Corporation (the "average net income method") based on
financial information for the most recently reported four (4)
fiscal years and the most recently completed twelve (12)
months ending on the last day of the most recently reported
fiscal quarter; and
Multiply the Price/Shareholders Equity Ratio derived in (i)
above to the book value per share of the Corporation (the
"book value method") based on financial information for the
most recently reported fiscal quarter.
(iii) The Accountants will arrive at the hypothetical market value
by weighting the amounts derived by the current net income
method, average net income method and book value method in
their discretion, and by considering such other factors as
they deem appropriate, such as lack of comparability (in terms
of capital, profitability, yield, earnings growth, asset
growth and management) between the Corporation and the
selected other bank holding companies and the limited
marketability of the Corporation's Common Shares.
In the event that the Corporation reports an operating loss for the most recent
twelve months ending on the last day of the most recently
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reported fiscal quarter, the current earnings method will not be considered and
only the results of the average net income method and the book value method will
be considered in calculating the hypothetical market value. Similarly, if any of
the selected other bank holding companies experience an operating loss for the
most recent twelve months ending on the last day of the most recently reported
fiscal quarter, the financial information for that bank holding company will not
be considered for purposes of the current net income method.
In the event that more than one-third of the selected other bank holding
companies experience such operating losses, the current net income method will
not be considered in calculating the hypothetical market value.
The number of Common Shares purchased for any participant depends upon the
amount of Common Shares of record the participant holds under the Plan, the
amount of the dividend declared by the Board of Directors, and the per share
purchase price determined in accordance with the preceding paragraphs of Section
5.0.
If a dividend or a portion thereof is not enough to purchase a full Common
Share, the fractional portion, computed to three decimal places, will be
credited to the participant's account under the Plan.
6.0 RECORDKEEPING AND SHARE CERTIFICATES
-----------------------------------------
a. PARTICIPANTS WILL BE ISSUED A SUMMARY OF TRANSACTIONS
---------------------------------------------------------
As soon as practicable after each purchase of Common Shares for a
participant's account, the Bank will send to the participant a summary
of transactions in his account since the last prior purchase for his
account, including a statement showing the number of Common Shares then
held for the account and the purchase price of those Common Shares.
These summaries are the participant's record of the costs of purchases
and should be retained for income tax and other purposes. Participants
will receive Internal Revenue Service information for reporting
dividend income received.
b. PARTICIPANTS WILL RECEIVE OTHER COMMUNICATIONS
--------------------------------------------------
Participants also will receive copies of the same communications sent
to all other holders of Common Shares, including the annual report to
shareholders, a notice of the annual meeting and proxy statement.
c. CERTIFICATES FOR COMMON SHARES
----------------------------------
Certificates will not be issued to a participant for Common Shares held
for his account as a matter of course, unless he so requests the
Corporation in writing or his account is terminated as provided in
paragraph 7.0 below. On written request, the Corporation will send the
participant certificates evidencing any
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full Common Shares held in his account. No certificates for a
fractional Common Share will be issued. Shareholders who have
terminated participation in the Plan will be issued a check for the
fractional share just prior to the next dividend date of record. The
per share price for such fractional share will be the same as
calculated under Section 5.0 of the Plan in connection with the
dividend payment immediately following the date of the participant's
termination of participation in the Plan. A Form 1099B will be issued.
No dividend will be paid on any fractional share held in an account
following termination of participation in the Plan by the participant.
d. SAFEKEEPING OF SHARES
-------------------------
The Bank will provide safekeeping of share certificates, as an option,
to all shareholders. Dividends paid on all shares evidenced by
certificates held by the Bank must be reinvested. To have share
certificates held in safekeeping, a participant must complete a Request
for Safekeeping and return it with the shareholder's share certificates
to the Corporate Services Officer, Cortland Savings and Banking
Company, 194 West Main Street, Cortland, Ohio, 44410.
e. PLEDGING OF COMMON SHARES PROHIBITED
----------------------------------------
Common Shares credited to the account of a participant under the Plan
may not be pledged. A participant who wishes to pledge his or her
Common Shares must request that certificates for the Common Shares be
issued in the participant's name as described above.
7.0 TERMINATION OF PARTICIPATION
---------------------------------
A participant may withdraw from the Plan at any time by notifying the
Corporation in writing at the address stated in Paragraph 3.0, above.
If the request to terminate is received on or after the record date for
a dividend, any cash dividend paid on that dividend payment date in
connection with Common Shares held in the Plan will be reinvested for
the participant. All subsequent cash dividends will be paid to the
participant in the form of cash, in accordance with the Corporation's
cash dividend policy and certificates will be issued to each
participant as a result of stock dividends.
Upon withdrawal from the Plan or upon termination of the Plan by the
Corporation, a certificate for the total number of full Common Shares
credited to the participant's account under the Plan will be delivered
to the participant and cash payment will be made for any fractional
Common Shares. Shareholders who have terminated participation in the
Plan will be issued a check for the fractional share just prior to the
next dividend date of record. The per share price for such fractional
share will be the same as calculated under Section 5.0 of the Plan in
connection with the dividend payment immediately following the date of
the participant's termination of participation in the Plan. No
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dividend will be paid on any fractional share held in an account
following termination of participation in the Plan by the participant.
A participant who withdraws from the Plan may again become a
participant at any time as long as he or she is then an eligible
shareholder. (See "Eligibility and Participation".)
8.0 COMMON SHARE DIVIDENDS, SPLITS OR OTHER DISTRIBUTIONS
----------------------------------------------------------
For Common Shares held in the Plan, any Common Share dividends, splits
or other distributions (including fractional shares) will be credited
to the participant's account.
9.0 VOTING OF COMMON SHARES HELD IN THE PLAN
---------------------------------------------
Any Common Shares held in the Plan for a participant will be voted as
the participant directs. For each meeting of shareholders, a
participant will receive a proxy card which will enable the participant
to vote all the Common Shares registered in the participant's name or
held for the participant's account under the Plan, including fractions
of a Common Share.
10.0 OTHER INFORMATION
-----------------------
a. LIMITED LIABILITY OF THE CORPORATION AND BANK
-------------------------------------------------
Neither the Corporation nor the Bank will be liable under the Plan for
any act done in good faith or for any good faith omission to act,
including without limitation, any claim of liability arising out of the
prices at which the Common Shares are purchased for participants, the
times when purchases are made, or fluctuations in the market value of
the Common Shares. NEITHER THE CORPORATION NOR THE BANK CAN ASSURE
PARTICIPANTS OF A PROFIT OR PROTECT PARTICIPANTS AGAINST A LOSS ON THE
COMMON SHARES PURCHASED UNDER THE PLAN.
b. MODIFICATION, TERMINATION, ETC. OF THE PLAN
-----------------------------------------------
The Board of Directors of the Corporation reserves the right to amend,
modify, suspend, or terminate the Plan at any time, including the
period between a record date and a corresponding dividend payment date.
Notice of any material amendment or modification, or of any suspension
or termination, will be mailed to all participants within a reasonable
time.
c. OHIO LAW TO GOVERN
----------------------
All transactions in connection with the Plan will be governed by the
laws of the State of Ohio.
D. COMMON SHARES
The holders of Common Shares are entitled to receive dividends when, as
and if declared by the Board of Directors of the Corporation out of any
funds legally available therefor, and are
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entitled upon liquidation after claims of creditors to receive pro rata
the net assets of the Corporation. The holders of Common Shares are
entitled to one vote for each share held and are vested with all of the
voting power of the Corporation. The Common Shares have no conversion
rights and are not subject to further calls or assessments by the
Corporation. Holders of Common Shares are not entitled to preemptive
rights and are not entitled to cumulative voting rights in the election
of directors. The Board of Directors is divided into three separate
classes, which results in approximately one-third of the Board being
elected each year, to serve a term of three years. The Common Shares
issued or to be issued upon receipt of payment therefor by the
Corporation, in accordance with the terms set forth in the Plan, will
be validly issued, fully paid and non-assessable.
Pursuant to the Corporation's articles of incorporation, unless at
least two-thirds of the authorized number of directors of the
Corporation recommend approval, an affirmative vote of the holders of
at least 80% of the voting power of the Corporation is required to
amend the articles of incorporation or the regulations of the
Corporation, adopt any merger or consolidation of the Corporation with
or into another corporation, adopt any proposed combination or majority
share acquisition involving the issuance of shares of the Corporation
and requiring shareholder approval, transfer all or substantially all
of the assets of the Corporation, dissolve the Corporation or change
the number of directors by action of the shareholders of the
Corporation. In addition, certain business combinations with affiliates
or controlling persons of the Corporation require the affirmative vote
of the holders of the greater of (i) four-fifths of the outstanding
Common Shares or (ii) that fraction of such outstanding Common Shares
having as a numerator a number equal to the sum of (a) the number of
outstanding Common Shares beneficially owned by controlling persons
plus (b) two-thirds of the remaining number of outstanding Common
Shares, and as a denominator a number equal to the total number of
outstanding Common Shares. Article X of the articles of incorporation
provides that in the event that the Board of Directors of the
Corporation does not recommend to the shareholders a vote in favor of a
merger or consolidation of the Corporation with, or a sale, exchange or
lease of all or substantially all of the assets of the Corporation to,
any person or entity, the affirmative vote of the holders of at least
80% of the outstanding Common Shares is required to effect such
transaction. Article X may not be amended unless at least 80% of the
outstanding Common Shares are voted in favor of such amendment. These
provisions of the articles of incorporation may have the effect of
deterring certain potential acquisitions of the Corporation which might
be beneficial to shareholders.
The Corporation has authorized 5,000,000 Common Shares without par
value. On May 14, 1998, there were issued and outstanding 1,148,703
Common Shares.
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E. USE OF PROCEEDS
The Company cannot estimate either the number of Common Shares that
ultimately will be sold pursuant to the Plan or the prices at which
such Common Shares will be sold. The proceeds from the sale of the
Common Shares offered pursuant to the Plan will be used for general
corporate purposes of the Corporation, including investments in, or
extensions of credit to, the Bank.
F. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Commission
are incorporated herein by reference:
(i) the Corporation's Annual Report on Form 10-K filed with the
Commission for the fiscal year ended December 31, 1997; (ii) the
Corporations Quarterly Report on Form 10Q filed with the Commission for
the quarter ended March 31, 1998; (iii) all other reports filed with
the Commission pursuant to the requirements of Section 13(a) or 15(d)
of the 1934 Act since that date and (iv) the description of the Common
Shares contained in the Corporation's Registration Statement filed with
the Commission pursuant to Section 12 of the 1934 Act, including any
and all amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934
Act prior to the termination of this offering will be deemed to be
incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by
reference herein will be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded will not, except as so modified or
superseded, constitute a part of this Prospectus.
G. EXPERTS
The consolidated financial statements of the Company as of December 31,
1997, incorporated by reference in the Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, have been
audited by Packer, Thomas & Co., independent certified public
accountants, as set forth in their report thereon included therein and
incorporated herein by reference in the Registration Statement. Such
financial statements are incorporated herein in reliance upon the
reports of Packer, Thomas & Co. pertaining to such financial statements
given upon the authority of said firm as experts in accounting and
auditing.
H. CERTAIN TAX MATTERS
Participants will be treated for federal income tax purposes as having
received, on any cash dividend payment date, the full amount of the
dividend in cash. That amount will be shown on the regular reports to
participants and will be supplied, for federal income tax reporting
purposes, on the Form 1099 delivered to
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<PAGE> 15
participants each year. That amount becomes the participant's cost
basis for those Common Shares.
The participant's holding period for Common Shares acquired pursuant to
the Plan will begin on the day following the purchase of such Common
Shares.
Participants will not realize any taxable income when they receive
certificates for whole Common Shares credited to Plan accounts, either
upon request for certain of those shares or upon termination of a
shareholder's participation in, or termination of, the Plan.
Participants will realize gain or loss when they sell or exchange those
Common Shares. The amount of such gain or loss will be the difference
between the amount received for the Common Shares and the cost basis
thereof. Participants are urged to consult their tax advisers as to the
tax consequences of receiving a cash adjustment for a fractional share
credited to their account upon termination of their participation in,
or termination of, the Plan.
Reinvested dividends are not subject to withholding unless (a) the
participant or the participant's broker has failed to give the
participant's Social Security or Tax Identification Number to the Bank,
(b) the Internal Revenue Service notifies the Bank that the participant
is subject to tax withholding, or (c) the participant fails to certify,
under penalties of perjury, that the participant is not subject to
backup withholding if such certification is required.
If a participant is a shareholder whose dividends are subject to tax
withholding, the Bank will apply toward the purchase of Common Shares
an amount equal to the dividends being reinvested less that amount of
tax required to be withheld. The participant's statement of account
will indicate the amount of tax withheld.
THE DISCUSSION OF TAX CONSEQUENCES SET FORTH ABOVE IS INCLUDED FOR
GENERAL INFORMATION ONLY. EACH PARTICIPANT IS URGED TO CONSULT HIS OR
HER OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES THAT
MAY RESULT FROM PARTICIPATION IN THE PLAN AND THE SUBSEQUENT DISPOSAL
OF COMMON SHARES PURCHASED PURSUANT TO THE PLAN, INCLUDING THE
APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER TAX LAWS.
I. LEGAL MATTERS
Legal matters in connection with the issuance of the Common Shares
under the Plan will be passed upon by the firm of Vorys, Sater, Seymour
and Pease LLP, Columbus, Ohio.
J. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Five of the Corporation's regulations, as amended, (the
"Regulations") authorizes the Corporation to indemnify any officer or
director who was or is a party or is threatened to be made a
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<PAGE> 16
party to any civil, criminal, administrative or investigative action,
suit or proceeding by reason of the fact that the person is or was an
officer, director, employee or agent of the Corporation. The
Corporation may indemnify any such officer or director for expenses,
judgments and fines incurred and amounts paid in settlement by that
person only if the director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interest
of the Corporation or had no reasonable cause to believe his conduct
was unlawful in a criminal action.
Indemnification can only be provided (1) by the majority vote of a
quorum of directors of the Corporation who were not and are not parties
to or threatened with any such action, suit or proceeding, (2) if such
a quorum is not obtainable or if a majority of a quorum of
disinterested directors so directs, in a written opinion by
disinterested, independent legal counsel, (3) by a majority vote of a
quorum of shareholders of the Corporation, or (4) by the Court of
Common Pleas of Trumbull County, Ohio, or, if the Corporation is a
party thereto, the court in which such action, suit or proceeding was
brought.
Ohio Revised Code Section 1701.13(E) also provides for the authority of
an Ohio corporation to indemnify a director, officer, employee or agent
of the Corporation. The statutory provision is very similar, but not
identical, to the language contained in Article Five of the
Regulations. The Corporation has obtained liability insurance on behalf
of its directors and officers as authorized by Ohio Revised Code
Section 1701.13(E)(7).
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, (the "1933 Act") may be permitted to
directors, officers or persons controlling the Corporation pursuant to
the foregoing provisions, the Corporation has been informed that in the
opinion of the Commission such indemnification is against public policy
as expressed in the 1933 Act and is, therefore, unenforceable.
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[Back Cover Page of Prospectus]
TABLE OF CONTENTS
Page
----
A. RISK FACTORS/LACK OF A MARKET FOR THE COMMON SHARES 4
B. THE CORPORATION 4
C. THE PLAN
1.0 Purpose of the Plan 4
2.0 Advantages to the Participant 4
3.0 Administration 5
4.0 Eligibility and Participation 5
5.0 Purchases of Common Shares Under the Plan 8
6.0 Recordkeeping and Share Certificates 11
7.0 Termination of Participation 12
8.0 Common Share Dividends, Splits or
Other Distributions 13
9.0 Voting of Common Shares Held in the Plan 13
10.0 Other Information 13
D. COMMON SHARES 13
E. USE OF PROCEEDS 15
F. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 15
G. EXPERTS 15
H. CERTAIN TAX MATTERS 16
I. LEGAL MATTERS 17
J. INDEMNIFICATION OF DIRECTORS AND OFFICERS 17
17
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF INSURANCE AND DISTRIBUTION
The expenses in connection with the issuance and distribution
of the securities being registered are:
<TABLE>
<S> <C>
Filing Fee $ 18,290
Legal Fees*...................................... 2,500
Accounting Fees*................................. 1,000
Printing Fees*................................... 100
Total*........................................... $21,890
*Approximate
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
a. Article Five of the regulations, as amended, of Cortland
Bancorp provides as follows:
5.01. MANDATORY INDEMNIFICATION. The corporation shall
indemnify any officer or director of the Corporation 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
(including, without limitation, any action threatened or instituted 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 or agent of
another corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise, against expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and transcript
costs), 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, he had no reasonable cause to believe his conduct was unlawful. A
person claiming indemnification under this Section 5.01 shall be presumed, in
respect of any act or omission giving rise to such claim for indemnification, to
have 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 matter, to have had no reasonable cause to believe his conduct was
unlawful, and the termination of any
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action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, rebut such
presumption.
5.02. COURT-APPROVED INDEMNIFICATION. Anything contained in
the regulations or elsewhere to the contrary notwithstanding:
(A) the corporation shall not indemnify any officer
or director of the corporation who was a party to any completed action or suit
instituted 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 or agent of another corporation
(domestic or foreign, nonprofit or for profit), partnership, joint venture,
trust or other enterprise, in respect of any claim, issue or matter asserted in
such action or suit as to which he shall have been adjudged to be liable for
acting with reckless disregard for the best interests of the corporation or
misconduct (other than negligence) in the performance of his duty to the
corporation unless and only to the extent that the Court of Common Pleas of
Trumbull County, Ohio or the court in which such action or suit was brought
shall determine upon application that, despite such adjudication of liability,
and, in view of all the circumstances of the case, he is fairly and reasonably
entitled to such indemnity as such Court of Common Pleas or such other court
shall deem proper; and
(B) the corporation shall promptly make any such
unpaid indemnification as is determined by a court to be proper as contemplated
by this Section 5.02.
5.03. INDEMNIFICATION FOR EXPENSES. Anything contained in the
regulations or elsewhere to the contrary notwithstanding, to the extent that an
officer or director of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
5.01, or in defense of any claim, issue or matter therein, he shall be promptly
indemnified by the corporation against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript costs)
actually and reasonably incurred by him in connection therewith.
5.04. DETERMINATION REQUIRED. Any indemnification required
under Section 5.01 and not precluded under Section 5.02 shall be made by the
corporation only upon a determination that such indemnification of the officer
or director is proper in the circumstances because he has met the applicable
standard of conduct set forth in Section 5.01. Such determination may be
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<PAGE> 20
made only (A) by a majority vote of a quorum consisting of directors of the
corporation who were not and are not parties to, or threatened with, any 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 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, or
(C) by the shareholders, or (D) by the Court of Common Pleas of Trumbull County,
Ohio or (if the corporation is a party thereto) the court in which such action,
suit or proceeding was brought, if any. Any such determination may be made by a
court under division (D) of this Section 5.04 at any time [including, without
limitation, any time before, during or after the time when any such
determination may be requested of, be under consideration by or have been denied
or disregarded by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by the shareholders under
division (C) of this Section 5.04]. No failure for any reason to make any such
determination, and no decision for any reason to deny any such determination, by
the disinterested directors under division (A) or by independent legal counsel
under division (B) or by shareholders under division (C) of this Section 5.04
shall be evidence in rebuttal of the presumption recited in Section 5.01. Any
determination made by the disinterested directors under division (A) or by
independent legal counsel under division (B) of this Section 5.04 to make
indemnification in respect of any claim, issue or matter asserted in an action
or suit threatened or brought by or in the right of the corporation shall be
promptly communicated to the person who threatened or brought such action or
suit. Within ten (10) days after receipt of such notification, such person shall
have the right to petition the Court of Common Pleas of Trumbull County, Ohio or
the court in which such action or suit was brought, if any, to review the
reasonableness of such determination.
5.05. ADVANCES FOR EXPENSES. Expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and transcript
costs) incurred in defending any action, suit or proceeding referred to in
Section 5.01 shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding to or on behalf of the officer or
director promptly as such expenses are incurred by him, but only if such officer
or director shall first agree, in writing, to repay all amounts so paid in
respect of any claim, issue or other matter asserted in such action, suit or
proceeding in defense of which he shall not have been successful on the merits
or otherwise:
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<PAGE> 21
(A) if it shall ultimately be determined as provided
in Section 5.04 that he is not entitled to be indemnified by the corporation as
provided under Section 5.01; or
(B) if, in respect of any claim, issue or other
matter asserted by or in the right of the corporation in such action or suit, he
shall have been adjudged to be liable for acting with reckless disregard for the
best interests of the corporation or misconduct (other than negligence) in the
performance of his duty to the corporation, unless and only to the extent that
the Court of Common Pleas of Trumbull County, Ohio or the court in which such
action or suit was brought shall determine upon application that, despite such
adjudication of liability, and in view of all the circumstances, he is fairly
and reasonably entitled to all or part of such indemnification.
5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification provided
by this Article Five shall not be exclusive of, and shall be in addition to, any
other rights to which any person 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 an officer or director of the
corporation and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
5.07. INSURANCE. The 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 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 (domestic or foreign, nonprofit or for
profit), partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any capacity, or arising
out of his status as such, whether or not the corporation would have the
obligation or the power to indemnify him against such liability under the
provisions of this Article Five. Insurance may be purchased from or maintained
with a person in which the corporation has a financial interest.
5.08. CERTAIN DEFINITIONS. For purposes of this Article Five,
and as examples and not by way of limitation:
(A) A person claiming indemnification under this
Article 5 shall be deemed to have been successful on the merits or otherwise in
defense of any action, suit or proceeding
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<PAGE> 22
referred to in Section 5.01, or in defense of any claim, issue or other matter
therein, if such action, suit or proceeding shall be terminated as to such
person, with or without prejudice, without the entry of a judgment or order
against him, without a conviction of him, without the imposition of a fine upon
him and without his payment or agreement to pay any amount in settlement thereof
(whether or not any such termination is based upon a judicial or other
determination of the lack of merit of the claims made against him or otherwise
results in a vindication of him); and
(B) References to an "other enterprise" shall include
employee benefit plans; references to a "fine" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and references to
"serving at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee or agent with respect
to an employee benefit plan, its participants or beneficiaries. A person who
acted in good faith and in a manner he reasonably believed to be in the best
interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the corporation" within the meaning of that term as used in this Article Five.
5.09. VENUE. Any action, suit or proceeding to determine a
claim for indemnification under this Article Five may be maintained by the
person claiming such indemnification, or by the corporation, in the Court of
Common Pleas of Trumbull County, Ohio. The corporation and (by claiming such
indemnification) each such person consent to the exercise of jurisdiction over
its or his person by the Court of Common Pleas of Trumbull County, Ohio in any
such action, suit or proceeding.
b. Ohio Revised Code Section 1701.13(E) provides as follows:
(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, or agent
of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise, against expenses,
including attorney's fees, judgments, fines, and amounts paid in settlement
22
<PAGE> 23
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, 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, or agent of another corporation, domestic or foreign, nonprofit or for
profit, 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 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 adjusted 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,
or agent has been successful on the merits or otherwise in defense of any
action, suit, or proceedings referred to in divisions (E)(1) and (2) of this
section, or in defense of any claim, issue, or matter therein, he shall be
indemnified against
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<PAGE> 24
expenses, including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit or proceeding.
(4) Any indemnification under divisions (E)(1) and (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, or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in divisions
(E)(1) and (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 any such action, suit or proceeding;
(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 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 such action, suit, or proceeding 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 divisions (E)(1)
and (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 divisions (E)(1) and
(2) of this section is pursuant to section 1701.95 of the Revised Code, expense,
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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) Reasonably cooperate with the
corporation concerning the action, suit or proceeding.
(b) Expenses, including attorney's fees, incurred by
a director, trustee, officer, employee, or agent in defending any action, suit
or proceeding referred to in divisions (E)(1) and (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, 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 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.
(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 or
agent of another corporation, domestic or foreign, nonprofit or for profit,
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
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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 the corporation to indemnify persons
pursuant to divisions (E)(1) and (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 (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
divisions (E)(5), (6), or (7).
(9) As used in this division, references to "corporation"
includes all constituent corporations in a consolidation or merger and the new
or surviving corporation, so that any person who is or was a director, 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, domestic or foreign, nonprofit or for
profit, 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.
c. The Corporation has obtained liability insurance on behalf of its
directors and officers as authorized by Ohio Revised Code Section 1701.13(E)(7).
ITEM 16. EXHIBITS
The Exhibits filed pursuant to this Item immediately follow
the Exhibit Index.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the 1933 Act; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any
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material change to such information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Corporation
pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
1933 Act, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act)
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.
27
<PAGE> 28
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized in the City of Cortland, State of Ohio, on May 15, 1998.
CORTLAND BANCORP
By:/s/ Rodger W. Platt
-----------------------------------
Rodger W. Platt
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- - --------- ----- ----
<S> <C> <C>
/s/ Rodger W. Platt Chairman of the Board, May 15, 1998
- - ------------------- President and Director
Rodger W. Platt
Dennis E. Linville* Executive Vice President, *
Secretary and Director
Lawrence A. Fantauzzi* Treasurer and Controller *
James M. Gasior* Chief Operations Officer *
P. Bennett Bowers* Director *
David C. Cole* Director *
George E. Gessner* Director *
William A. Hagood* Director *
James E. Hoffman, III* Director *
Richard L. Hoover* Director *
K. Ray Mahan* Director *
Timothy K. Woofter* Director *
</TABLE>
*By/s/ Rodger W. Platt
-------------------
Rodger W. Platt,
Attorney-in-Fact
Date: May 15, 1998
28
<PAGE> 29
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT
-------
NUMBER EXHIBIT LOCATION
------ ------- --------
<S> <C> <C>
4(a) The Amended and Restated Articles of Cortland Bancorp, Incorporated herein by reference to
as in effect on the date of filing Registrant's Registration Statement on Form S-3
filed on October 28, 1993 (Registration No.
33-70882 (Exhibit 4(a))
4(b) The Amended and Restated Regulations of Cortland Incorporated herein by reference to
Bancorp, as in effect on the date of filing Registrant's Registration Statement on Form S-3
filed on October 28, 1993 (Registration No.
33-70882 (Exhibit 4(b))
5 Opinion of Vorys, Sater, Seymour and Pease LLP Pages 31 - 32*
23 Consent of Packer, Thomas & Co. Page 33
23(b) Consent of Vorys, Sater, Seymour and Pease LLP Contained in the firm's Opinion included herein
as Exhibit 5
24 Powers of Attorney Pages 34 - 44*
99(a) Form of Share Owner Authorization for Dividend Incorporated herein by reference to
Reinvestment Registrant's Registration Statement on Form S-3
filed on October 28, 1993 (Registration No.
33-70882 (Exhibit 99(a))
99(b) Form of Share Owner Authorization for Optional Cash Incorporated herein by reference to
Contribution Registrant's Registration Statement on Form S-3
filed on October 28, 1993 (Registration No.
33-70882 (Exhibit 99(b))
99(c) Form of Authorization to Charge Account Incorporated herein by reference to
Registrant's Registration Statement on Form S-3
filed on October 28, 1993 (Registration No.
33-70882 (Exhibit 99(c))
</TABLE>
* As consecutively numbered
29
<PAGE> 30
<TABLE>
<CAPTION>
EXHIBIT
-------
NUMBER EXHIBIT LOCATION
------ ------- --------
<S> <C> <C>
99(d) Form of Request for Safekeeping Incorporated herein by reference to
Registrant's Registration Statement on Form S-3
filed on October 28, 1993 (Registration No.
33-70882 (Exhibit 99(d))
</TABLE>
30
<PAGE> 1
Exhibit 5
EXHIBIT 5
OPINION OF LEGAL COUNSEL
(614) 464-6400
May 15, 1998
Cortland Bancorp.
194 West Main Street
Cortland, Ohio 44410
Ladies and Gentlemen:
We have acted as special counsel for Cortland Bancorp., an
Ohio corporation (the "Corporation"), in connection with the proposed issuance
and sale of shares of common stock of the Corporation, no par value (the "Common
Shares"), pursuant to the Cortland Bancorp. Dividend Reinvestment Plan (the
"Plan") as described in the Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission on May 15, 1998. The purpose of the Registration Statement is to
register 1,000,000 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
Corporation's Amended Articles; (c) the Corporation's Amended Regulations; (d)
the actions taken by the Corporation's Board of Directors on August 26, 1998;
and (e) a certificate of good standing with respect to the Corporation by the
Secretary of State of Ohio dated May 14, 1998. We have also relied upon such
other certificates and representations of the Corporation and officers of the
Corporation and such authorities of law as we have deemed relevant as a basis
for this opinion.
In our examinations and in rendering this opinion, we have
assumed, without independent investigation or examination, (a) the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of documents submitted to us as
certified or photostatic copies, specimen, confirmed copies or drafts, and the
authenticity of such originals of such latter documents; (b) the due completion,
execution and acknowledgement as indicated thereon and delivery of all documents
and instruments; and (c) compliance with applicable state securities laws.
1
<PAGE> 2
We have relied solely upon the examinations and inquiries
related herein, and we have not undertaken any 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 1,000,000 Common Shares of the Corporation shall
have been issued by the Corporation upon payment therefor in the manner provided
in the Plan and in the Registration Statement (when it becomes effective), such
Common Shares issued will be validly issued, fully paid and non-assessable.
This opinion is limited to the federal laws of the United
States and to the laws of the State of Ohio having effect as of the date hereof.
This opinion is furnished by us solely for the benefit of the Corporation in
connection with the offering of the Common Shares 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 of
us in the Registration Statement under the caption "Experts".
Very truly yours,
/s/ Vorys, Sater Seymour and Pease LLP
--------------------------------------
VORYS, SATER, SEYMOUR AND PEASE LLP
2
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANT
---------------------------------
We consent to the reference to our firm under the caption "Experts" in this
Registration Statement to be filed with the Securities and Exchange Commission
("SEC") on or about May 15, 1998 on Form S-3 and related Prospectus of Cortland
Bancorp and subsidiaries for the registration of 1,000,000 shares of its common
stock and to the incorporation by reference therein of our report dated February
13, 1998 with respect to the December 31, 1997 consolidated financial statements
of Cortland Bancorp and subsidiaries incorporated by reference in its Annual
Report on Form 10-K filed with the SEC.
/s/ Packer, Thomas & Co.
---------------------------
Youngstown, Ohio Packer, Thomas & Co.
May 12, 1998
1
<PAGE> 1
Exhibit 24
EXHIBIT 24
POWER OF ATTORNEY
The undersigned officer and/or director of Cortland Bancorp
(the "Company"), does hereby constitute and appoint Rodger W. Platt 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-3 in connection with the
offering of 1,000,000 Common Shares of the Company pursuant to the Cortland
Bancorp Dividend Reinvestment 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/ Dennis E. Linville
---------------------------------
Dennis E. Linville
<PAGE> 2
POWER OF ATTORNEY
The undersigned officer and/or director of Cortland Bancorp
(the "Company"), does hereby constitute and appoint Rodger W. Platt 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-3 in connection with the
offering of 1,000,000 Common Shares of the Company pursuant to the Cortland
Bancorp Dividend Reinvestment 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/ Lawrence A. Fantauzzi
---------------------------------
Lawrence A. Fantauzzi
<PAGE> 3
POWER OF ATTORNEY
The undersigned officer and/or director of Cortland Bancorp
(the "Company"), does hereby constitute and appoint Rodger W. Platt 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-3 in connection with the
offering of 1,000,000 Common Shares of the Company pursuant to the Cortland
Bancorp Dividend Reinvestment 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/ James M. Gasior
---------------------------------
James M. Gasior
<PAGE> 4
POWER OF ATTORNEY
The undersigned officer and/or director of Cortland Bancorp
(the "Company"), does hereby constitute and appoint Rodger W. Platt 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-3 in connection with the
offering of 1,000,000 Common Shares of the Company pursuant to the Cortland
Bancorp Dividend Reinvestment 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/ P. Bennett Bowers
---------------------------------
P. Bennett Bowers
<PAGE> 5
POWER OF ATTORNEY
The undersigned officer and/or director of Cortland Bancorp
(the "Company"), does hereby constitute and appoint Rodger W. Platt 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-3 in connection with the
offering of 1,000,000 Common Shares of the Company pursuant to the Cortland
Bancorp Dividend Reinvestment 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/ David C. Cole
---------------------------------
David C. Cole
<PAGE> 6
POWER OF ATTORNEY
The undersigned officer and/or director of Cortland Bancorp
(the "Company"), does hereby constitute and appoint Rodger W. Platt 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-3 in connection with the
offering of 1,000,000 Common Shares of the Company pursuant to the Cortland
Bancorp Dividend Reinvestment 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/ George E. Gessner
---------------------------------
George E. Gessner
<PAGE> 7
POWER OF ATTORNEY
The undersigned officer and/or director of Cortland Bancorp
(the "Company"), does hereby constitute and appoint Rodger W. Platt 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-3 in connection with the
offering of 1,000,000 Common Shares of the Company pursuant to the Cortland
Bancorp Dividend Reinvestment 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/ William A. Hagood
---------------------------------
William A. Hagood
<PAGE> 8
POWER OF ATTORNEY
The undersigned officer and/or director of Cortland Bancorp
(the "Company"), does hereby constitute and appoint Rodger W. Platt 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-3 in connection with the
offering of 1,000,000 Common Shares of the Company pursuant to the Cortland
Bancorp Dividend Reinvestment 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/ James E. Hoffman, III
---------------------------------
James E. Hoffman, III
<PAGE> 9
POWER OF ATTORNEY
The undersigned officer and/or director of Cortland Bancorp
(the "Company"), does hereby constitute and appoint Rodger W. Platt 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-3 in connection with the
offering of 1,000,000 Common Shares of the Company pursuant to the Cortland
Bancorp Dividend Reinvestment 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 L. Hoover
---------------------------------
Richard L. Hoover
<PAGE> 10
POWER OF ATTORNEY
The undersigned officer and/or director of Cortland Bancorp
(the "Company"), does hereby constitute and appoint Rodger W. Platt 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-3 in connection with the
offering of 1,000,000 Common Shares of the Company pursuant to the Cortland
Bancorp Dividend Reinvestment 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/ K. Ray Mahan
---------------------------------
K. Ray Mahan
<PAGE> 11
POWER OF ATTORNEY
The undersigned officer and/or director of Cortland Bancorp
(the "Company"), does hereby constitute and appoint Rodger W. Platt 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-3 in connection with the
offering of 1,000,000 Common Shares of the Company pursuant to the Cortland
Bancorp Dividend Reinvestment 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/ Timothy K. Woofter
---------------------------------
Timothy K. Woofter
