<PAGE> 1
As filed with the Securities and Exchange Commission on September 28, 1995
Registration No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
under
the Securities Act of 1933
NATIONAL BANCSHARES CORPORATION
(Exact name of registrant as specified in charter)
OHIO 34- 1518564
(State of Incorporation) (IRS Employer Identification No.)
112 WEST MARKET STREET
ORRVILLE, OHIO 44667
TELEPHONE NUMBER (216) 682-1010
(Address and telephone number of principal executive offices)
CHARLES J. DOLEZAL, PRESIDENT
112 WEST MARKET STREET
ORRVILLE, OHIO 44667
TELEPHONE NUMBER (216) 682-1010
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following.
/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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of each Class Amount Offering Aggregate Amount of
of Securities being Price per Offering Registration
being Registered Registered Unit* Price* Fee
<S> <C> <C> <C> <C>
Common Shares, par value 100,000 $42.00 $4,200,000 $1,448.28
$10.00 shares
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), using the average of the bid and ask prices on the
over-the-counter market on September 25, 1995.
<PAGE> 2
PROSPECTUS
National Bancshares Corporation hereby offers to holders of its Common
Shares the opportunity to purchase its Common Shares, par value $10.00 per
share, with cash dividends automatically reinvested. No service fees or
brokerage commissions will be charged to participants for purchases made under
the National Bancshares Corporation (the "Company") Dividend Reinvestment Plan
(the "Plan").
The shares purchased under the Plan may be either newly issued shares
or shares purchased in the open market or in negotiated transactions.
The price of newly issued shares will be the average of the bid and ask
prices of the Company's Common Shares on the over-the-counter market as reported
for the dividend payment date and each of the four preceding trading days. If
the dividend payment date is not a trading day, the five preceding trading days
will be used. In any case, the price will not be less than par.
The price of shares purchased in the open market will be the actual
average cost of the shares acquired for the Plan with respect to a particular
dividend payment date.
Further information concerning the Plan is set forth herein under
"National Bancshares Corporation Dividend Reinvestment Plan."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of the Prospectus is September 28, 1995.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission").
Such reports, proxy and information statements and other information
may be inspected and copied at the offices of the Commission at 450 Fifth
Street, N.W., Washington, D.C.; 500 West Madison Street, Chicago, Illinois; and
Seven World Trade Center, New York, New York, and copies of such material may be
obtained from the Public Reference Section of the Commission in Washington, D.C
at prescribed rates.
INCORPORATION BY REFERENCE
The following documents, which have heretofore been filed by the
Company with the Commission pursuant to the Exchange Act, are incorporated by
reference in this Prospectus and shall be deemed to be a part hereof:
(a) Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) Quarterly Report on Form 10-Q of the quarter ended
March 31, 1995; and
(c) Quarterly Report on Form 10-Q of the quarter ended
June 30, 1995.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering made by this Prospectus
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing such documents.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered (including any beneficial
owner), on the written or oral request of any such person, a copy of any and all
of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents unless such
exhibits are specifically incorporated by reference in the information that the
Prospectus incorporates. The Company will also promptly furnish without charge a
copy of its latest Annual Report to Shareholders upon request. Requests should
be directed to Charles J. Dolezal, President, National Bancshares Corporation,
112 West Market Street, Orrville, Ohio 44667, the mailing address of the
Company's principal executive offices. The Company's telephone number is (216)
682-1010.
THE COMPANY
National Bancshares Corporation is a one bank holding company. Its
subsidiary, First National Bank, an Ohio banking corporation, is headquartered
in Orrville, Ohio.
NATIONAL BANCSHARES CORPORATION
DIVIDEND REINVESTMENT PLAN
HOW THE PLAN WORKS
The Dividend Reinvestment Plan (the "Plan") is designed for all
registered holders in the United States of National Bancshares Corporation
("National Bancshares") common stock. It is a simple method to reinvest your
dividends for the purchase of additional shares of National Bancshares common
stock without having to pay brokerage commissions.
<PAGE> 4
Under the Plan, should you enroll, the Company's agent, Society
National Bank, a KeyCorp bank ("Key") will establish an account for you and will
use your cash dividends to purchase additional shares of common stock for you.
The shares purchased under the Plan may be either newly issued shares or shares
purchased in the open market or in negotiated transactions.
The price of newly issued shares will be the average of the bid and ask
prices on the over-the-counter market as reported for the dividend payment date
and each of the four preceding trading days. If the dividend payment date is not
a trading day, the five preceding trading days will be used. In any case, the
price will not be less than par.
The price of shares purchased in the open market will be the actual
average cost of the shares acquired for the Plan with respect to a particular
dividend payment date.
If your dividends are not large enough to buy a full share, your
account with Key will be credited with fractional shares, which earn dividends
on a pro-rata basis just as your full shares do.
After the first dividend is invested, and after each subsequent
transaction, you will receive a detailed calendar-year-to- date statement of
your Plan account. The statement will show dividends received, amount invested,
price per share, number of shares purchased, and total number of shares held for
you by Key.
Participation is entirely voluntary. You may join the Plan at any time
and terminate your participation whenever you wish. However, if your enrollment
card is received less than two days prior to a dividend record date, the request
will not be implemented until the following cash dividend. Although no
assurances can be given as to future cash dividends, the record dates for
National Bancshares quarterly cash dividends in the past have been on or about
the 30th of March, June, September and December.
Please remember that once you enroll, YOU WILL RECEIVE NO FURTHER
DIVIDENDS DIRECTLY, TO THE EXTENT TO WHICH YOU HAVE ELECTED TO PARTICIPATE IN
THE PLAN, UNTIL YOU CANCEL YOUR PARTICIPATION. SUCH CASH DIVIDENDS WILL BE USED
FOR THE PURCHASE OF ADDITIONAL SHARES.
You will continue to receive the IRS Information Form 1099 for your
dividends used for reinvestment.
COST TO YOU
All the expenses incurred under the Plan to invest your dividends in
the purchase of additional shares will be borne by National Bancshares.
If, on termination of your participation in the Plan, you instruct Key
to sell your full shares, Key will deduct from the sale proceeds a service
charge of $5.00, brokerage commissions, and any applicable taxes. The value of
any fractional share on the date of sale will be included in the net proceeds
paid you. If, on termination, you instruct Key to forward your shares to you,
Key will forward to you a certificate for the full shares due you as well as a
check for any fractional share then in your account, less a services charge of
$5.00.
SHARE CERTIFICATES
All shares purchased by Key for you under the Plan will be held by Key
in its name or in the name of its nominee.
Certificates for full shares will be issued and sent to you upon your
written request to Key.
2
<PAGE> 5
RIGHT TO VOTE SHARES
You retain your right to vote your shares in any shareholder matters.
Key will vote any Plan shares that it holds for you in accordance with the proxy
returned by you to National Bancshares.
STOCK DIVIDENDS OR SPLITS
Shares held for you by Key under the Plan will be eligible to
participate in any stock dividend or stock split declared by National
Bancshares. Such additional shares will be credited to your Plan account and
shown in the statement sent to you.
FEDERAL TAX INFORMATION
Even though your dividends will be reinvested, they are subject to
federal and other income taxes. You should retain all account statements and
consult your own tax advisor for further information.
HOW TO PARTICIPATE
To participate in the Plan, simply sign and date the enclosed
authorization card and mail it in the enclosed postage-paid envelope to:
KeyCorp Shareholder Services, Inc.
Dividend Reinvestment Services
Post Office Box 92564
Cleveland, Ohio 44197-9891
Your participation will commence with the next dividend payable after
receipt of your authorization by Key, provided it is received two days prior to
the record date.
Should your authorization arrive after the cut-off date, your
participation will be delayed until the next record date.
SALE OF SHARES AND TERMINATION PROCEDURE
You may terminate your participation in the Plan by requesting
cancellation in writing to Key at the address noted above at least fifteen days
before a cash dividend record date.
Upon termination, a stock certificate for full shares will be issued in
your name and a check for the value of any fractional share will be sent to you,
less a service charge of $5.00.
If you make a written request that Key sell your shares, Key will sell
your full shares and send a check to you for the proceeds less a service charge
of $5.00, brokerage commissions, and applicable taxes.
SPECIAL POINTS TO REMEMBER
1. The Plan is entirely voluntary. You may participate at any time by
signing the authorization card and mailing it to Key.
2. Should you have more than one account registered in your name, an
enrollment card for each account in which participation is desired
should be sent to Key.
3
<PAGE> 6
3. You may elect to participate with respect to only some of your shares
and to the extent you own shares that do not participate in the Plan,
continue to receive cash dividends on those shares.
4. Upon enrollment, you will, to the extent you elect, no longer receive
cash dividends directly.
5. Your dividends that are reinvested continue to be taxable and you will
receive Internal Revenue Service Form 1099 annually showing the amount
of dividends paid and invested for your account.
6. Key will send you a statement of your Plan account each time there is
activity in your account.
7. You retain the right to vote all shares owned by you.
8. You may terminate participation in the Plan by written notice to Key at
any time.
9. Please note that this Plan is operated for National Bancshares by Key.
Therefore, all regular communications about the Plan should be directed
to Key at the address shown in this booklet.
10. Please read carefully the Terms and Conditions of the Plan in this
booklet, which describe more fully the operation of the Plan.
4
<PAGE> 7
TERMS AND CONDITIONS OF AUTHORIZATION FOR DIVIDEND REINVESTMENT PLAN
1. As agent for the participant in the Dividend Reinvestment Plan (the
"Plan") KeyCorp will apply all cash dividends received on the Common Stock of
the Company registered in the name of the participant on the books of the
Company and on any full or fractional share equivalents acquired under the Plan
to the purchase of shares of Common Stock and fractional share equivalents for
the participant's account. KeyCorp will invest cash dividends no later than 30
days after receipt except where required by applicable law. Such purchases may
be made on any securities exchange where the shares of Common Stock are traded,
in the over-the-counter market or in negotiated transactions and may be on such
terms as to price, delivery and otherwise as KeyCorp may determine. In addition
such purchases may be made through newly issued shares.
2. In making purchases for the participant's account, KeyCorp will
commingle the participant's funds with those of other shareholders of the
Company participating in the Plan. The price at which KeyCorp shall be deemed to
have acquired shares for the participant's account shall be the average price of
all shares purchased by it for all participants in the Plan with funds
concurrently applied to such purchase as provided for herein. KeyCorp shall hold
the shares of all participants together in its name or in the name of its
nominee. KeyCorp shall have no responsibility for any fluctuations in the market
price of the Shares acquired for the participant's account. It is understood
that applicable law or the closing of securities markets may require the
temporary curtailment or suspension of purchases of shares under the Plan.
KeyCorp shall not be accountable for its inability to make purchases at such
time. If such curtailment or suspension continues for a period longer than 90
days KeyCorp will promptly mail to the participant a check payable to his or her
order in the amount of any unapplied funds in his account.
3. KeyCorp will mail to the participant a statement confirming
purchases made as soon as practicable after the completion thereof. No
certificates for shares will be issued to a participant until his or her account
is terminated or unless he or she so requests in writing. No certificate for a
fractional Share will be issued.
4. All expenses associated with the Plan will be paid by the Company
except for service charges, brokerage commissions and any applicable taxes upon
the sale of full Shares at the instruction of the participant upon termination
of his interest in the Plan as provided in Item 6 or 7 below.
5. KeyCorp will vote any full Shares that it holds for a participant in
accordance with the proxy returned by the participant to the Company for shares
owned of record by the participant.
6. Participation in the Plan may be terminated by written notice from
the Participant received by KeyCorp prior to 15 days before the next dividend
record date and shall be terminated by written notice similarly received of the
death or adjudicated incompetency of a participant. In the event written notice
of termination, death or adjudicated incompetency is received by KeyCorp within
15 days before the next dividend record date, and prior to the determination by
KeyCorp of the number of shares purchased for the participant following such
dividend record date, participation in the Plan shall be terminated immediately
following such determination. Upon termination by reason of notice of death or
adjudicated incompetency no purchase of shares shall be made for the
participant's account and the participant's shares and any cash dividends paid
thereon shall be retained by KeyCorp subject to these Terms and Conditions until
such time as such participant's legal representative shall have furnished proof
satisfactory to KeyCorp of his or her right to receive payment. Upon
termination, KeyCorp will send the participant a certificate for the full shares
in his account and a check in an amount equal to the value of any fractional
Share equivalents based upon the then current market price of a full Share. In
connection with any termination by a participant, KeyCorp, upon receipt of
written instruction from a participant, will sell his or her full shares as soon
5
<PAGE> 8
as practicable following termination and send to him or her a check representing
the proceeds, less a service charge of $5.00, brokerage commissions, and any
applicable taxes.
7. KeyCorp may terminate the Plan or a participant's interest therein
by notice in writing mailed to the participant. In such event KeyCorp will,
unless advised to the contrary, sell the full and fractional shares in the
participant's account and send to him or her a check representing the proceeds
less a service charge of $5.00, brokerage commissions, and any applicable taxes.
8. Any dividends in the form of shares and any shares resulting from a
split of Common Stock distributed by the Company on shares accumulated in the
participant's account under the Plan will be credited to the participant's
account and reflected in the statement described in Item 3 above. In the event
that the Company makes available to the holders of its shares (1) rights to
purchase additional shares or other securities of the Company, or (2) any
securities of any other issuer or securities of any class of the Company other
than shares, KeyCorp will promptly sell such rights or other securities accruing
to the shares held in the participant's plan account. The price at which KeyCorp
shall be deemed to have sold such rights or securities for the participant's
account shall be the average price of all such rights or securities sold for all
participants in the Plan. The net proceeds of such sale shall be invested in the
same manner as cash dividends are invested under the Plan.
9. KeyCorp shall not be liable hereunder for any act done in good
faith, or for any good faith omission to act, including, without limitation, any
claims of liability (1) arising out of any such act or omission to act that
occurs prior to the termination of participation pursuant to Item 6 or 7 above,
and (2) with respect to the prices at which shares are purchased or other
securities are sold for the participant's account and the times such purchases
or sales are made.
10. Any notice, instruction, request, or election which by any
provision of the Plan is required or permitted to be given or made by the
participant to KeyCorp shall be in writing addressed to KeyCorp Shareholder
Services, Inc., Reinvestment Services, P.O. Box 92564, Cleveland, Ohio
44197-9891 or such other address as KeyCorp shall furnish to the participant,
and shall have been deemed to be given or made when received by KeyCorp.
11. Any notice or other communication which by any provision of the
Plan is required to be given by KeyCorp to the participant shall be in writing
and shall be deemed to have been sufficiently given for all purposes by being
deposited postage prepaid in a post office letter box addressed to the
participant at his address as it shall last appear on KeyCorp's records.
12. The Plan is offered only to shareholders within the United States
or its possessions.
13. The Terms and Conditions of this authorization and of the Plan and
its operation shall be governed by the laws of the State of Ohio.
VALIDITY OF SHARES
The validity of the Common Shares offered hereby will be passed upon by
Calfee, Halter & Griswold, 1400 McDonald Investment Center, 800 Superior Avenue,
Cleveland, Ohio 44114-2688.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference from National Bancshares Corporation's Annual Report on Form 10-K
for the year ended December 31, 1994 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
6
<PAGE> 9
USE OF PROCEEDS
National Bancshares Corporation does not know the number of Shares that
will be sold under the Plan, or the prices thereof, but National Bancshares
Corporation intends to add the proceeds it receives from the sales to its
general funds. Such proceeds will be available for general corporate purposes.
National Bancshare Corporation is unable to estimate the amount of proceeds
which will be devoted to any specific purpose.
7
<PAGE> 10
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information . . . . . . . . . . . . . 1
Incorporation by Reference . . . . . . . . . . 1
The Company . . . . . . . . . . . . . . . . . . 1
National Bancshares
Corporation Dividend
Reinvestment Plan . . . . . . . . . . . . . . . 1
Validity of Shares . . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . 7
</TABLE>
No person has been authorized to give any information or to
make any representations not contained in this Prospectus in
connection with the offer contained in this Prospectus, and,
if given or made, such information or representations must not
be relied upon as having been authorized by National
Bancshares Corporation. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such
jurisdiction. 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. The delivery of this
Prospectus at any time does not imply that information herein
is correct at any time subsequent to its date.
NATIONAL BANCSHARES
CORPORATION
DIVIDEND REINVESTMENT PLAN
PROSPECTUS
September 28, 1995
<PAGE> 11
PART II.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
The term "Company" refers to National Bancshares Corporation
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses of the Company in connection with the issuance and
distribution of the Common Shares:
<TABLE>
<S> <C>
Registration fee - Securities and Exchange Commission . . . . . . . . . . . . . . . . $1,448.28
Blue sky fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,500.00
Printing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $500.00
Legal fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,000.00
Accountants' fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . $500.00
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $51.72
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $6,000.00
</TABLE>
Item 15. Indemnification of Directors and Officers.
Ohio Revised Code Section 1701.13(E) (incorporated herein by
reference as Exhibit 99.1) provides that 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, by reason of the fact that he or
she is or was a Director, officer, employee or agent of the corporation, against
expenses actually incurred by such person in connection with an action if he or
she acted in good faith and in a manner not opposed to the best interests of the
corporation.
Article VIII of the Registrant's Amended Articles of
Incorporation (incorporated herein by reference as Exhibit 99.2) provides the
Registrant with the power to indemnify its present and past directors, officers,
employees and agents to the full extent permitted under, and subject to the
limitations of, Title 17 of the Ohio Revised Code.
Item 16. Exhibits
See Exhibit Index, page S-4.
Item 17. Undertakings.
Rule 415 Offering
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
S-1
<PAGE> 12
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
Filings Incorporating Subsequent Exchange Act Documents by Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, National
Bancshares Corporation 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 or Amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized in Orrville, Ohio, on the 28th day of
September, 1995.
NATIONAL BANCSHARES CORPORATION
By /s/ Charles J. Dolezal
--------------------------------
Charles J. Dolezal
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment thereto has been signed by the following
persons in the capacities and on the 28th day of September, 1995.
S-2
<PAGE> 13
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Charles J. Dolezal Chairman, President, Chief
- - ------------------------------- Executive Officer and
Charles J. Dolezal Director (Principal Executive
Officer)
/s/ Michael D. Hofstetter Senior Vice President,
- - ------------------------------- Secretary and Treasurer
Michael D. Hofstetter (Principal Financial and
Accounting Officer)
/s/ Sara Balzarini Director
- - -------------------------------
Sara Balzarini
/s/ James L. Gerber Director
- - -------------------------------
James L. Gerber
/s/ Ray D. Gill Director
- - -------------------------------
Ray D. Gill
/s/ John W. Kropf Director
- - -------------------------------
John W. Kropf
/s/ Steve Schmid Director
- - -------------------------------
Steve Schmid
/s/ Paul H. Smucker Director
- - -------------------------------
Paul H. Smucker
/s/ John E. Sprunger Director
- - -------------------------------
John E. Sprunger
/s/ James F. Woolley Director
- - -------------------------------
James F. Woolley
</TABLE>
S-3
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
<S> <C>
4.1 Amended Articles of Incorporation, as amended, of the
Registrant
4.2 Code of Regulations, as amended, of the Registrant
5.1 Opinion of Calfee, Halter & Griswold as to the validity of the
shares being offered
23.1 Consent of Calfee, Halter & Griswold (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche, L.L.P.
99.1 Ohio Revised Code Section 1701.13(E), pertaining to
indemnification of Directors and officers
99.2 Article VIII of the Registrant's Amended Articles of
Incorporation (included in Exhibit 4.1)
</TABLE>
S-4
<PAGE> 1
Exhibit 4.1
AMENDED ARTICLES OF INCORPORATION
OF
National Bancshares Corporation
*****
THE UNDERSIGNED, desiring to form a corporation for profit, under
Sections 1701.01 et seq. of the Revised Code of Ohio, do hereby certify:
FIRST. The name of said corporation shall be National
Bancshares Corporation.
SECOND. The place in the State of Ohio where its principal office is
to be located is Orrville in Wayne County.
THIRD. The purposes for which it is formed are: To engage in any
lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98 inclusive of the Revised Code of Ohio.
FOURTH. The authorized number of shares of the Corporation is Six
Million (6,000,000) all of which shall be with a par value of Ten Dollars ($10)
each.
FIFTH. The amount of stated capital with which the Corporation will
begin business is Five Hundred Dollars ($500).
SIXTH. The following provisions are hereby agreed to for the purpose
of defining, limiting and regulating the exercise of the authority of the
corporation, or of the directors, or of all the shareholders:
<PAGE> 2
The board of directors is expressly authorized to set apart out of
any of the funds of the corporation available for dividends a reserve or
reserves for any proper purpose or to abolish any such reserve in the manner in
which it was created, and to purchase on behalf of the corporation any shares
issued by it to the extent of the surplus of the aggregate of its assets over
the aggregate of its liabilities plus stated capital.
The corporation may in its regulations confer powers upon its board
of directors in addition to the powers and authorities conferred upon it
expressly by Sections 1701.01 et seq. of the Revised Code of Ohio.
Any meeting of the shareholders or the board of directors may be
held at any place within or without the State of Ohio in the manner provided for
in the regulations of the corporation.
Any amendments to the articles of incorporation may be made from
time to time, and any proposal or proposition requiring the action of
shareholders may be authorized from time to time by the affirmative vote of the
holders of shares entitling them to exercise a majority of the voting power of
the corporation, except that an amendment of Article SEVENTH hereof shall not be
effected without the affirmative vote of eighty percent (80%) of the voting
power of the Corporation.
SEVENTH. Evaluation of Business Combinations. In connection with the
exercise of its judgment in determining what is in the best interest of the
Corporation and its shareholders when evaluating a Business Combination or a
proposal by another Person or Persons to make a Business
<PAGE> 3
Combination or a tender exchange offer or a proposal by another Person or
Persons to make a tender or exchange offer, the Board of Directors of the
Corporation shall, in addition to considering the adequacy of the amount to be
paid in connection with any such transaction, consider all the following factors
and any other factors which it deems relevant: (i) the social and economic
effects of the transaction on the Corporation and its subsidiaries, employees,
depositors, loan and other customers, creditors and other elements of the
communities in which the Corporation and its subsidiaries operate or are
located; (ii) the business and financial conditions and earnings prospects of
the acquiring Person or Persons, including, but not limited to, debt service and
other existing or likely financial obligations of the acquiring Person or
Persons, and the possible effect of such conditions upon the Corporation and its
subsidiaries and the other elements of the communities in which the Corporation
and its subsidiaries operate or are located, and (iii) the competence,
experience, and integrity of the acquiring Person or Persons and its or their
management.
Therefore, the affirmative vote of the holders of not less than
eighty percent (80%) of the Voting Stock shall be required for the approval or
authorization of any Business Transactions with a related person, or any
Business Transaction in which a Related Person has an interest (except
proportionately as a shareholder); provided, however, that the eighty percent
(80%) voting requirement shall NOT BE APPLICABLE if (i) the Continuing
Directors, who at the time constitute at least a majority of the entire Board of
Directors of the Corporation, have expressly approved
<PAGE> 4
the Business Transaction by at least a two-thirds vote of such Continuing
Directors, or (ii) all of the following conditions are satisfied:
(A) The Business Transaction is a merger or consolidation and the
cash or fair market value of property, securities or other consideration
to be received per share by holders of Common Stock of the Corporation
(other than such Related Person) in the Business Transaction is at least
equal in value to such Related Persons Highest Purchase Price;
(B) After such Related Person has become the Beneficial Owner of not
less than ten percent (10%) of the Voting Stock of the Corporation and
prior to the consummation of such Business Transaction, such Related
Person shall not have become the Beneficial Owner of any additional shares
of Voting Stock or securities convertible into Voting Stock, except (i) as
part of the transaction which resulted in such Related Person becoming the
Beneficial Owner of not less than ten percent (10%) of the Voting Stock or
(ii) as a result of a pro rata stock dividend or stock split; and
(C) Prior to the consummation of such Business Transaction, such
Related Person shall not have, directly or indirectly, (i) received the
benefit (except proportionately as a shareholder) of any loans, advances,
guarantees, pledges, or other financial assistance or tax credits provided
by the Corporation or any of its subsidiaries, or (ii) caused any material
change in the Corporation's business or equity capital structure,
including the issuance of shares of capital stock of the Corporation to
any third party.
For The Purposes of This Article
(i) The term "Business Transaction" shall mean (a) any merger or
consolidation involving the Corporation or a subsidiary of the Corporation, (b)
any sale, lease, exchange, transfer or other disposition (in one transaction or
a series of transactions), including without limitation a mortgage or any other
security device, of all or any Substantial Part of the assets either of the
Corporation or of a subsidiary
<PAGE> 5
of a Corporation, (c) any sale, lease, exchange, transfer or other disposition
of all or any Substantial Part of the assets of an entity to the Corporation or
a subsidiary of the Corporation, (d) the issuance, sale, exchange, transfer or
other disposition by the Corporation or a subsidiary of the Corporation of any
Corporation, (e) any recapitalization or reclassification of the Corporation's
securities (including, without limitation, any reverse stock split) or other
transaction that would have the effect of increasing the voting power of a
Related Person, (f) any liquidation, spin-off, split-up, or dissolution of the
Corporation, and (g) any agreement, contract or other arrangement providing for
any of the transactions described in this definition of Business Transaction.
(ii) The term "Related Person" shall (a) mean and include any
individual, corporation, partnership, group, association or other person or
entity which, together with its Affiliates and the Associates, is the Beneficial
Owner of not less than ten percent (10%) of the voting stock of the Corporation
(x) at the time the definitive agreement providing for the Business Transaction
(including any amendment thereof) was entered into, (y) at the time a resolution
approving the Business Transaction was adopted by the Board of Directors of the
Corporation, or (z) as of the record date for the determination of Shareholders
entitled to notice of and to vote on, or consent to, the Business Transaction,
and (b) shall mean and include any Affiliate or Associate of any such
individual, corporation, partnership, group, association or other person or
entity; provided however, and notwithstanding anything in the foregoing to the
contrary, the term "Related Person" shall not include
<PAGE> 6
the Corporation, a wholly owned subsidiary of the Corporation, or any trustee
of, or fiduciary with respect to, any such plan when acting in such capacity.
(iii) The term "Beneficial Owner" shall be defined by reference to
Rule 13d-3 under the Securities Exchange Act of 1934, as in effect on March 1,
1984; provided, however, and without limitation, any individual, corporation,
partnership, group, association or other person or entity which has the right to
acquire any Voting Stock at any time in the future, whether such right is
contingent or absolute, pursuant to any agreement, arrangement or understanding
upon exercise of the rights, warrants or options, or otherwise, shall be
beneficial owner of such Voting Stock.
(iv) The term "Highest Purchase Price" shall mean the highest amount
of consideration paid by such Related Person for a share of Common Stock of the
Corporation within two years prior to the date of such Related Person became the
Beneficial Owner of not less than ten percent (10%) of the Voting Stock; and if
such stock is not listed on any principle exchange, the highest closing bid
quotation with respect to a share of stock during the 30 day period preceding
the date in question -- or if no quotations are available, the fair market value
on the date in question of a share of such stock as determined by the Board in
good faith.
(v) The term "Voting Stock" shall mean all outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors, considered for the purpose of this Article as one class; provided
however, that if the Corporation has shares of Voting Stock entitled to more or
less than one vote for
<PAGE> 7
any such share, each reference to a proportion of shares of Voting Stock shall
be deemed to refer to such proportion of the votes entitled to be cast by such
shares.
(vi) The term "Continuing Director" shall mean a director who either
was a member of the Board of Directors of the Corporation prior to the time such
Related Person became a Related Person or who subsequently became a director of
the Corporation and whose election, or nomination for election by the
Corporation's shareholders, was approved by a vote of at least three-quarters or
the Continuing Directors then of Board.
(vii) For purposes of this Article Seventh, a director, in
determining what he or she reasonably believes to be in the best interests of
the Corporation, shall consider the interests of the Corporation's shareholders
and in his or her discretion, may consider any of the following:
(1) The interest of the Corporation's employees, suppliers,
creditors and customers;
(2) The economy of the state and nation;
(3) Community and societal considerations;
(4) The long-term as well as short-term interests of the
Corporation and its shareholders, including the possibility that these
interests may be best served by the continued independence of the
Corporation.
EIGHTH. The Corporation shall have the power to indemnify its
present and past directors, officers, employees and agents, and such other
persons
<PAGE> 8
as it shall have other powers to indemnify, to the full extent permitted under,
and subject to the limitations of, Title 17 of the Ohio Revised Code.
The corporation may, upon the affirmative vote of a majority of its
Board of Directors, purchase insurance for the purpose of indemnifying its
directors, officers, employees and agents to the extent that such
indemnification is allowed in the preceding paragraph.
NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in its articles of incorporation, in the manner
now or hereafter prescribed by Sections 1701.01 et seq. of the Revised Code of
Ohio, and all rights conferred upon shareholders herein are granted subject to
this reservation.
TENTH. These Amended Articles of Incorporation take the place of
and supersede the existing Articles of Incorporation as theretofore amended.
ELEVENTH. No holder of shares of the corporation of any class, as
such, shall have any preemptive right to purchase or subscribe for shares of the
corporation, of any class, or other securities of the corporation, of any class,
whether now or hereafter authorized.
IN WITNESS WHEREOF, we have hereunto subscribed our names this 27th
day of April, 1995.
<PAGE> 1
Exhibit 4.2
National Bancshares Corporation
*****
CODE OF REGULATIONS
*****
ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Orrville,
County of Wayne, State of Ohio.
Section 2. The corporation may also have offices at such other
places as the board of directors may from time to time determine or the business
of the corporation may require.
ARTICLE II
SHAREHOLDERS' MEETINGS
Section 1. Meetings of the shareholders shall be in the City of
Orrville, County of Wayne, State of Ohio.
Section 2. An annual meeting of the shareholders, commencing with
the year 1987, shall be held on the 4th Thursday in the month of April in each
year if not a legal holiday, and, if a legal holiday, then on the next day
following at 2:00 P.M., when they shall elect by a plurality vote a board of
directors, and transact such other business as may properiy be brought before
the meeting.
Section 3. Written notice stating the time, place and purpose of a
meeting of the shareholders shall be given either by personal delivery or by
mail not less than ten (10) nor more than sixty (60) days before the date of the
<PAGE> 2
meeting to each shareholder of record entitled to notice of the meeting by or at
the direction of the president or a vice president or the secretary or an
assistant 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.
Section 4. Meetings of the shareholders may be called by the
president or a vice president, or the directors by action at a meeting, or a
majority of the directors acting without a meeting or by the secretary of the
corporation upon the order of the board of directors, or by the persons who hold
fifty percent of all the shares outstanding and entitled to vote thereat. Upon
the request in writing delivered either in person or by registered mail to the
president or secretary by any persons entitled to call a meeting of the
shareholders, such officer shall forthwith cause notice to be given to the
shareholders entitled thereto. If such request be refused, then the persons
making such request may call a meeting by giving notice in the manner provided
in these regulations. In the event a meeting is called by persons who hold fifty
percent of all the shares outstanding and entitled to vote thereat, such persons
shall provide the corporation with written notice of such meeting and the nature
of the business to be addressed at such meeting (at least 10 days prior to the
meeting).
Section 5. Business transacted at any special meeting of
shareholders shall be confined to the purposes stated in the notice.
Section 6. Upon request of any shareholders at any meeting of
shareholders, there shall be produced at such meeting an alphabetically
<PAGE> 3
arranged list, or classified lists, of the shareholders of record as of the
record date of such meeting, who are entitled to vote, showing their respective
addresses and the number and class of shares held by each. Such list or lists
when certified by the officer or agent in charge of the transfers of shares
shall be prima-facie evidence of the facts shown therein.
Section 7. The holders of a majority of the shares issued and
outstanding having voting power, present in person or represented by proxy,
shall be requisite and shall constitute a quorum at all meetings of shareholders
for the transaction of business, except that at any meeting of shareholders
called to take any action which is authorized or regulated by statute, in order
to constitute a quorum, there shall be present in person or represented by proxy
the holders of record of shares entitling them to exercise the voting power
required by statute, the articles of incorporation, or these regulations, to
authorize or take the action proposed or stated in the notice of the meeting.
If, however, such quorum shall not be present or represented at any meeting of
the shareholders, the shareholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjoum the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified.
Section 8. When a quorum is present or represented at any meeting,
the vote of the holders of a majority of the stock having voting power, present
in person or represented by proxy, shall decide any questions brought
<PAGE> 4
before such meeting, unless the question is one upon which, by express provision
of the statutes or of the articles of incorporation or of these regulations, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.
Section 9. At every meeting of shareholders, each outstanding share
having voting power shall entitle the holder thereof to one vote on each matter
properly submitted to the shareholders, subject to the provisions with respect
to cumulative voting set forth in this section. If notice in writing is given by
any shareholder to the president, a vice president or the secretary, not less
than forty-eight hours before the time fixed for holding a meeting of the
shareholders for the purpose of electing directors if notice of such meeting
shall have been given at least ten days prior thereto, and otherwise not less
than twenty-four hours before such time, that he desires that the voting at such
election shall be cumulative, and if an announcement of the giving of such
notice is made upon the convening of the meeting by the chairman or secretary or
by or on behalf of the shareholder giving such notice, each shareholder shall
have the right to cumulate such voting power as he possesses and to give one
candidate as many votes as the number of directors to be elected multiplied by
the number of his votes equals, or to distribute his votes on the same principle
among two or more candidates, as he sees fit. A shareholder shall be entitled to
vote even though his shares have not been fully paid, but shares upon which an
installment of the purchase price is overdue and unpaid shall not be voted.
Section 10. A person who is entitled to attend a shareholders'
meeting, to vote thereat, or to execute consents, waivers, or releases, may be
<PAGE> 5
represented at such meeting or vote thereat, and execute consents, waivers, and
releases, and exercise any of his other rights, by proxy or proxies appointed by
a writing signed by such person. A telegram or cablegram appearing to have been
transmitted by such person, or a photographic, photostatic, or equivalent
reproduction of a writing, appointing a proxy is sufficient writing. No
appointment of a proxy shall be valid after the expiration of eleven months
after it is made unless the writing specifies the date on which it is to expire
or the length of time it is to continue in force.
Section 11. Unless the articles or these regulations prohibit the
authorization or taking of any action of the shareholders without a meeting, any
action which may be authorized or taken at a meeting of the shareholders 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, which
writing or writings shall be filed with or entered upon the records of the
corporation.
<PAGE> 6
ARTICLE III
DIRECTORS
Section 1. The election of directors shall take place at the annual
meeting of stockholders, or at a special meeting called for that purpose.
Directors shall be elected for one term and shall continue in office until their
successors are elected and qualified. The number of members of the Board of
Directors shall be fixed at eleven (11).
Section 2. The directors shall be divided into three classes: Class
I, Class II, and Class III. Such classes shall be as neariy equal in number as
possible. The term of office of the initial Class I Directors shall expire at
the annual meeting of shareholders in 1987, the term of office of the initial
Class II directors shall expire at the annual meeting of shareholders in 1988,
and the term of office of the initial Class III directors shall expire at the
annual meeting of shareholders in 1989, or thereafter in each case when their
respective successors are elected and have qualified. At each annual election
held after classification of directors, the directors chosen to succeed those
whose terms then expire shall be identified as being of the same class as the
directors they succeed and shall be elected for a term expiring at the third
succeeding annual meeting or thereafter when their respective successors in each
case are elected and have qualified. If the number of directors is changed, any
increase or decrease in directors shall be apportioned among the classes so as
to maintain all classes as nearly equal in number as possible, and any
additional director elected to any class shall hold office for a term which
shall coincide with the terms of such class. Upon the effectiveness of this
provision, the Board of
<PAGE> 7
Directors is authorized to take such steps as are necessary to implement these
provisions.
Section 3. For their own government the directors may adopt by-laws
not inconsistent with the articles of incorporation or these regulations.
Section 4. The directors may hold their meeting, and keep the books
of the corporation, outside the State of Ohio, at such places as they may from
time to time determine but, if no transfer agent is appointed to act for the
corporation in Ohio, it shall keep an office in Ohio at which shares shall be
transferable and at which it shall keep books in which shall be recorded the
names and addresses of all shareholders and all transfers of shares.
COMMITTEES
Section 5. The directors may at any time elect three or more of
their number as an executive committee or other committees, which shall, in the
interval between meetings of the board of directors, exercise such powers and
perform such duties as may from time to time be prescribed by the board of
directors. Any such committee shall be subject at all times to the control and
direction of the board of directors. Unless otherwise ordered by the board of
directors, any such committee may act by a majority of its members at a meeting
or by a writing or writings signed by all its members. An act or authorization
of an act by any such committee within the authority delegated to it shall be as
effective for all purposes as the act or authorization of the board of
directors.
Section 6. The committee shall keep regular minutes of their
proceedings and report the same to the board when required.
<PAGE> 8
COMPENSATION OF DIRECTORS
Section 7. Directors, as such, shall not receive any stated salary
for their services but, by resolution of the board, a fixed sum, and expenses of
attendance if any, may be allowed for attendance at each regular or special
meeting of the board; provided that nothing herein contained shall be construed
to preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
Section 8. Members of the executive committee or other committees
may be allowed like compensation for attending committee meetings.
MEETINGS OF THE BOARD
Section 9. The first meeting of each newly elected board shall be
held at such time and place, either within or without the State of Ohio, as
shall be fixed by the vote of the shareholders atthe annual meeting, of which
two days' notice shall be delivered personally or sent by mail or telegram to
each newly elected director. Such meeting may be held at any place or time as
may be fixed by the consent in writing of all the directors, given either before
or after the meeting.
Section 10. Regular meetings of the board may be held at such time
and place, either within or without the State of Ohio, as shall be determined
by the board.
Section 11. Special meetings of the board may be called by the
president, any vice president, or by two directors on two days' notice to each
<PAGE> 9
director, either delivered personally or sent by mail, telegram or cablegram.
The notice need not specify the purposes of the meeting.
Section 12. At all meetings of the board a majority of directors
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation or by these regulations. If a quorum shall not be present at any
meeting of directors, the directors present at any meeting thereat may adjourn
the meeting from time to time, until a quorum shall be present. Notice of
adjournment of a meeting need not be given to absent directors if the time and
place are fixed at the meeting adjourned.
Section 13. Unless the articles or these regulations prohibit the
authorization or taking of any action of the directors without a meeting, any
action which may be authorized or taken at a meeting of the directors 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 directors, which writing or
writings shall be filed with or entered upon the records of the corporation.
REMOVAL OF DIRECTORS
Section 14. All the directors, or all the directors of a particular
ciass, if any, or any individual director may be removed from office, without
assigning any cause, by the vote of the holders of a majority of the voting
power entitling them to elect directors in place of those to be removed,
provided that unless all the directors, or all the directors of a particular
class, if any, are
<PAGE> 10
removed, no individual director shall be removed in case the votes of a
sufficient number of shares are cast against his removal which, is cumulatively
voted at an election of all the directors, or all the directors of a particular
class, if any, as the case may be, would be sufficient to elect at least one
director. 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.
ARTICLE IV
NOTICES
Section 1. Notices to directors and shareholders shall be in
writing and delivered personally or mailed to the directors or shareholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors and shareholders may also be given by telegram or telephone.
Section 2. Notice of the time, place and purposes of any meeting of
shareholders or directors as the case may be, whether required by law, the
articles of incorporation or these regulations, may be waived in writing, either
before or after the holding of such meeting, by any shareholder, or by any
director, which writing shall be filed with or entered upon the records of the
meeting.
<PAGE> 11
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
directors and shall be a president, a vice president, a secretary and a
treasurer. The board of directors may also choose additional vice presidents,
and one or more assistant secretaries and assistant treasurers. Any two or more
of such offices except the offices of president and vice president, 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 or by
these regulations to be executed, acknowledged or verified by any two or more
officers.
Section 2. The board of directors at its first meeting after each
annual meeting of shareholders shall choose a president, a vice president, a
secretary and a treasurer, none of whom need be a member of the board.
Section 3. The board may appoint such other officers and agents as
it shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time
to time by the board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify in their stead. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majorty of the whole board of directors. If the office of
any
<PAGE> 12
officer or officers becomes vacant for any reason, the vacancy shall be filled
by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of
the corporation; he shall preside at all meetings of the shareholders and
directors, shall be ex officio a member of the executive committee or any other
committee, shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board are
carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE PRESIDENTS
Section 8. The vice presidents in the order of their seniority,
unless otherwise determined by the board of directors, shall, in the absence or
disability of the president, perform the duties and exercise the powers of the
president. They shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when
<PAGE> 13
required. He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the board of directors, and shall perform
such other duties as may be prescribed by the board of directors or president,
under whose supervision he shall be. He shall keep in safe custody the seal of
the corporation and, when authorized by the board of directors, affix the same
to any instrument requiring it and, when so affixed, it shall be attested by his
signature or by the signature of the treasurer or an assistant secretary.
Section 10. The assistant secretaries in the order of their
seniority unless otherwise determined by the board of directors, shall, in the
absence or disability of the secretary, perform the duties and exercise the
powers of the secretary. They shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
<PAGE> 14
Section 13. If required by the board of directors, he shall give
the corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.
Section 14. The assistant treasurers in the order of their
seniority, unless otherwise determined by the board of directors, shall, in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer. They shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Each holder of shares is entitled to one or more
certificates, signed by the president or a vice president and by the secretary,
an assistant secretary, the treasurer, or an assistant treasurer of the
corporation, which shall certify the number and class of shares held by him in
the corporation. Every certificate shall state that the corporation is organized
under the laws of Ohio, the name of the person to whom the shares represented by
the certificate are issued, the number of shares represented by the certificate,
and the par value of each share represented by it or that the shares are without
par value, and if the shares are classified, the designation of the class, and
the series, if any, of the shares represented by the certificate. There shall
also be stated on
<PAGE> 15
the face or back of the certificate the express terms, if any, of the shares
represented by the certificate and of the other class or classes and series of
shares, if any, which the corporation is authorized to issue, or a summary of
such express terms, or that the corporation will mail to the shareholder a copy
of such express terms without charge within five days after receipt of written
request therefor, or that a copy of such express terms is attached to and by
reference made a part of such certificate and that the corporation will mail to
the shareholder a copy of such express terms without charge within five days
after receipt of written request therefor if the copy has become detached from
the certificate.
Section 2. In case of any restriction on transferability of shares
or reservation of lien thereon, the certificate representing such shares shall
set forth on the face or back thereof the statements required by the General
Corporation Law of Ohio to make such restrictions or reservations effective.
Section 3. Where a certificate is countersigned by an incorporated
transfer agent or registrar, the signature of any of the officers specified in
Section 1 of this article may be facsimile, engraved, stamped, or printed.
Although any officer of the corporation, whose manual or facsimile signature has
been placed upon such certificate, ceases to be such officer before the
certificate is delivered, such certificate nevertheless shall be effective in
all respects when delivered.
LOST CERTIFICATES
Section 4. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the
<PAGE> 16
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost or destroyed. When authorizing such issue of a new certificate
or certificates, the board of directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost or destroyed.
TRANSFERS OF STOCK
Section 5. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 6. For any lawful purpose, including without limitation,
(1) the determination of the shareholders who are entitled to receive notice of
or to vote at a meeting of shareholders; (2) receive payment of any dividend or
distribution; (3) receive or exercise rights of purchase of or subscription for,
or exchange or conversion of, shares or other securities, subject to contract
rights with respect thereto; or (4) participate in the execution of written
consents, waivers, or releases, the directors may fix a record date which shall
not be a date earlier than the date on which the record date is fixed and, in
the cases provided for in clauses (1), (2) and (3) above, shall not be more than
sixty days, preceding the date of the meeting of the shareholders, or the date
fixed for the payment of
<PAGE> 17
any dividend or distribution, or the date fixed for the receipt or the
exercise of rights, as the case may be.
Section 7. If a meeting of the shareholders is called by persons
entitled to call the same, or action is taken by shareholders without a meeting,
and if the directors fail or refuse, within such time as the persons calling
such meeting or initiating such other action may request, to fix a record date
for the purpose of determining the shareholders entitled to receive notice of or
vote at such meeting, or to participate in the execution of written consents,
waivers, or releases, then the persons calling such meeting or initiating such
other action may fix a record date for such purposes, subject to the limitations
set forth in Section 6 of this article.
Section 8. The record date for the purpose of clause (1) of
Section 6 of this article shall continue to be the record date for all
adjournments of such meeting, unless the directors or the persons who shall have
fixed the original record date shall, subject to the limitations set forth in
Section 6 of this article, fix another date, and in case a new record date is so
fixed, notice thereof and of the date to which the meeting shall have been
adjourned shall be given to shareholders of record as of said date in accordance
with the same requirements as those applying to a meeting newly called.
Section 9. The directors may close the share transfer books
against transfers of shares during the whole or any part of the period provided
for in Section 6 of this article, including the date of the meeting of the
shareholders and the period ending with the date, if any, to which adjourned. If
no record date is fixed therefor, the record date for determining the
shareholders
<PAGE> 18
who are entitled to receive notice of, or who are entitled to vote at, a meeting
of shareholders, shall be the date next preceding the day on which notice is
given, or the date next preceding the day on which the meeting is held, as the
case may be.
Section 10. The corporation shall be entitled to recognize the
exclusive rights of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of Ohio.
<PAGE> 19
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. The board of directors may declare and the corporation
may pay dividends and distributions on its outstanding shares in cash, property,
or its own shares pursuant to law and subject to the provisions of its articles
of incorporation.
Section 2. Before payment of any dividend or distribution, there
may be set aside out of any funds of the corporation available for dividends or
distributions such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends or distributions, or for repairing or maintaining any
property of the corporation, or for such other purposes as the directors shall
think conducive to the interests of the corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. At the annual meeting of shareholders, or the meeting
held in lieu of it, the corporation shall prepare and lay before the
shareholders a financial statement consisting of: A balance sheet containing a
summary of the assets, liabilities, stated capital, if any, and surplus (showing
separately any capital surplus arising from unrealized appreciation of assets,
other capital surplus, and earned surplus) of the corporation as of a date not
more than four months before such meeting; if such meeting is an adjourned
meeting, the balance sheet may be as of the date of the meeting as originally
convened; and
<PAGE> 20
a statement of profit and loss and surplus, including a summary of profits,
dividends or distributions paid, and other changes in the surplus accounts of
the corporation for the period commencing with the date marking the end of the
period for which the last preceding statement of profit and loss required under
this section was made and ending with the date of the balance sheet, or in the
case of the first statement of profit and loss, from the incorporation of the
corporation to the date of the balance sheet.
The financial statement shall have appended to it a certificate
signed by the president or a vice president or the treasurer or an assistant
treasurer or by a public accountant or a firm of public accountants to the
effect that the financial statement presents fairly the position of the
corporation and the results of its operations in conformity with generally
accepted accounting principles applied on a basis consistent for the period
covered thereby, or to the effect that the financial statements have been
prepared on the basis of accounting practices and principles that are reasonable
in the circumstances.
Section 4. Upon the written request of any shareholder made within
sixty days after notice of any such meeting has been given, the corporation, not
later than the fifth day after receiving such request or the fifth day before
such meeting, whichever is the later date, shall mail to such shareholder a
copy of such financial statement.
CHECKS
Section 5. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the board of
directors may from time to time designate.
<PAGE> 21
FISCAL YEAR
Section 6. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 7. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
Ohio." The seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.
<PAGE> 22
ARTICLE VIII
AMENDMENTS
Section 1. These regulations may be amended or new regulations
adopted by the affirmative vote of the holders of shares entitling them to
exercise a majority of the voting power on such proposal, at any regular meeting
of the shareholders, or at any special meeting of the shareholders if notice of
the proposal to amend or add to the regulations be contained in the notice of
the meeting, or, without a meeting, by the written consent of the holders of
record of shares entitling them to exercise a majority of the voting power on
such proposal.
Section 2. Notwithstanding Section 1 of Article VII hereof,
Sections 1, 2 and 4 of Article II of these regulations may be amended or new
regulations in their place may be adopted by the affirmative vote of the holders
of shares entitling them to exercise eighty percent (80%) of the voting power on
such proposal, at any regular meeting of the shareholders, or at any special
meeting of the shareholders if notice of the proposal to amend or replace be
contained in the notice of the meeting, or without a meeting, by the written
consent of the holders of record of shares entitling them to exercise eighty
percent (80%) of the voting power, unless such amendment or new regulations are
proposed by the corporation's board of directors.
<PAGE> 1
EXHIBIT 5.1
Calfee, Haller & Griswold
1400 McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio 44114-2688
September 28, 1995
National BancShares Corporation
c/o First National Bank Operations
Center
112 West Market Street
Orrville, Ohio 44667
In connection with the filing by National Bancshares
Corporation, an Ohio corporation (the "Company"), with the Securities and
Exchange Commission under the provisions of the Securities Act of 1933, as
amended, of a Registration Statement on Form S-3 (the "Registration Statement")
with respect to 100,000 Common Shares, par value $10.00 per share of the Company
(the "Shares"), we have examined the following: (i) the Amended Articles of
Incorporation, as amended, and Code of Regulations, as amended, of the Company,
as the same are currently in effect; (ii) the form of Registration Statement on
Form S-3 (including Exhibits thereto) to be filed with the Securities and
Exchange Commission; and (iii) such other documents as we deemed it necessary to
examine as a basis for the opinions hereinafter expressed. The Shares are to be
issued pursuant to the Company's Dividend Reinvestment Plan (the "Plan") to
those shareholders of the Company who choose to participate in the Plan ("Plan
Participants").
Based upon the foregoing, we are of the opinion that:
(i) The Company is incorporated and validly existing under
the laws of the State of Ohio.
(ii) The Shares to be sold by the Company in the manner
contemplated by the Registration Statement have been duly authorized
and, when issued to the Plan Participants in accordance with the terms
of the Plan, will be legally issued, fully paid and non-assessable.
We are attorneys licensed to practice law in the State of
Ohio. The opinions expressed herein are limited solely to the laws of the State
of Ohio and we express no opinion under the laws of any other jurisdiction.
This opinion is delivered to you solely in connection with the
filing of the Registration Statement with respect to the Shares, and this letter
and the opinion stated herein may not be relied upon for any other purpose or by
any other person.
<PAGE> 2
We consent to the filing of this opinion with the Registration
Statement and to the use of our name therein under the caption "Validity of
Shares."
Respectfully submitted,
/s/ Calfee, Halter & Griswold
CALFEE, HALTER & GRISWOLD
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
National Bancshares Corporation
We consent to the incorporation by reference in this Registration Statement of
National Bancshares Corporation on Form S-3 of our report dated February 28,
1995 incorporated by reference in the Annual Report on Form 10-K of National
Bancshares Corporation for the year ended December 31, 1994 and to the reference
to us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
Deloitte & Touche LLP
Cleveland, Ohio
September 25, 1995
<PAGE> 1
Exhibit 99.1
1701. 13 AUTHORITY OF CORPORATION
(A) A corporation may sue and be sued.
(B) A corporation may adopt and alter a corporate seal and use the same or a
facsimile of the corporate seal, but failure to affix the corporate seal shall
not affect the validity of any instrument.
(C) At the request or direction of the United States government or any agency
of the United States government, a corporation may transact any lawful business
in aid of national defense or in the prosecution of any war in which the nation
is engaged.
(D) Unless otherwise provided in the articles, a corporation may take
property of any description, or any interest in property, by gift, devise, or
bequest, and may make donations for the public welfare or for charitable,
scientific, or educational purposes.
(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.
46
<PAGE> 2
(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 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 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;
47
<PAGE> 3
(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) 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,
48
<PAGE> 4
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 (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, non-profit or for profit, a limited liability company, or 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 capacitv.
(F) In carrying out the purposes stated in its articles and subject to
limitations prescribed by law or in its articles, a corporation may:
(1) Purchase or otherwise acquire, lease as lessee, invest in, hold, use,
lease as lessor, encumber, sell, exchange, transfer, and dispose of property of
any description or any interest in such property;
(2) Make contracts;
(3) Form or acquire the control of other corporations, domestic or foreign,
whether nonprofit or for profit;
(4) Be a partner, member, associate, or participant in other enterprises or
ventures, whether profit or nonprofit;
(5) Conduct its affairs in this state and elsewhere;
(6) Borrow money, and issue, sell, and pledge its notes, bonds, and other
evidences of indebtedness, and secure any of its obligations by mortgage,
pledge, or deed of trust of all or any of its property, and guarantee or secure
obligations of any person;
(7) Resist a change or potential change in control of the corporation if the
directors by a majority vote of a quorum determine that the change or potential
change is opposed to or not in the best interests of the corporation:
(a) Upon consideration of the interests of the corporation's shareholders
and any of the matters set forth in division (E) of section 1701.59 of the
Revised Code; or
49
<PAGE> 5
(b) Because the amount or nature of the indebtedness and other obligations to
which the corporation or any successor or the property of either may become
subject in connection with the change or potential change in control provides
reasonable grounds to believe that, within a reasonable period of time, any of
the following would apply:
(i) The assets of the corporation or any successor would be or become less
than its liabilities plus its stated capital, if any;
(ii) The corporation or any successor would be or become insolvent;
(iii) Any voluntary or involuntary proceeding under the federal bankruptcy
laws concerning the corporation or any successor would be commenced by any
person.
(8) Do all things permitted by law and exercise all authority within the
purposes stated in its articles or incidental to its articles.
(G) Irrespective of the purposes stated in its articles, but subject to
limitations stated in its articles, a corporation, in addition to the authority
conferred by division (F) of this section, may invest its funds not currently
needed in its business in any shares or other securities, to such extent that as
a result of the investment the corporation shall not acquire control of another
corporation, business, or undertaking the activities and operations of which are
not incidental to the purposes stated in its articles.
(H) No lack of, or limitation upon, the authority of a corporation shall be
asserted in any action except (1) by the state in an action by it against the
corporation, (2) by or on behalf of the corporation against a director, an
officer, or any shareholder as such, (3) by a shareholder as such or by or on
behalf of the holders of shares of any class against the corporation, a
director, an officer, or any shareholder as such, or (4) in an action involving
an alleged overissue of shares. This division shall apply to any action brought
in this state upon any contract made in this state by a foreign corporation.
(1994 S 74, eff. 7-1-94; 1990 S 321, eff. 4-11-90; 1986 H 902; 1974 S 155;
132 v S 75; 130 v S 121; 126 v 432)
