SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Cortland First Financial Corporation
(Exact Name of Registrant as Specified in Its Charter)
New York
(State or Other Jurisdiction of Incorporation or Organization)
16-1276885
(I.R.S. Employer Identification Number)
65 Main Street, Cortland, New York 13045
(Address, Including Zip Code, and Telephone Number,
Including Area Code, Area Code, of Agent For Service)
Jeffrey B. Andrus, Esq.
Hancock & Estabrook, LLP
1500 MONY Tower I
Syracuse, New York 13202
(315) 471-3151
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
Approximate date of commencement of proposed sale to the public:
Pursuant to the terms of the Dividend Reinvestment Plan 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 box. X
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. _
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
____________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ____________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Shares to be Aggregate Price Aggregate Registration
to be Registered Registered Per Unit* Offering Price Fee
Common Stock
$5.00 par value 100,000 Shares $52.50 $5,250,000 $1,810.35
* Estimated in accordance with Rule 457(c) solely for the
purpose of calculating the registration fee based upon the
average of the bid and asking price as of December 22, 1995.
December 27, 1995
Dear Shareholder:
We are pleased to send you this prospectus describing our Dividend
Reinvestment Plan. The purpose of the Plan is to offer certain shareholders
of Cortland First Financial Corporation a convenient and inexpensive
opportunity to increase their ownership of Cortland First Financial
Corporation common stock through reinvestment of dividends on common stock.
If you elect to participate in the Plan, you will enjoy the following
advantages:
You will pay no brokerage fees, commissions, or service charges for
purchases made under the Plan.
Your dividends will be reinvested quarterly, and you may elect all or
part of your dividends to be reinvested.
Your investment may build upon itself. The dividends on full or
fractional shares that are reinvested may generate additional dividend income
that will, in turn, be reinvested.
You will realize the long-term benefits of systematic purchase of
stock.
Your record keeping is simplified through the issuance of statements
advising you of your investments after each purchase.
You will avoid the need for the safekeeping of stock certificates for
shares credited to your account under the Plan.
While we have outlined the highlights of the Plan, the following pages of
the prospectus give complete details of the Plan in simple question and answer
form. We urge you to read the prospectus carefully, since it should answer
most questions you may have about the Plan.
The Plan is administered by American Stock Transfer & Trust Company as
your agent, and all correspondence should be directed to ASTTC, not Cortland
First Financial Corporation, at:
American Stock Transfer & Trust Company
Attn: Dividend Reinvestment
40 Wall Street
New York, NY 10005
(800) 278-4353
Letter to Shareholders
December 20, 1995
Page Two
To enroll in the Plan, simply complete the enclosed enrollment form and
return it to American Stock Transfer & Trust Company at the above address. If
you do not wish to participate in the Plan, you will continue to receive
checks or deposits to your checking account for your dividends as they are
declared.
The Board of Directors of Cortland First Financial Corporation wish to
take this opportunity to thank you for your continued support and investment
in our company.
Sincerely,
David R. Alvord
President<PAGE>
PROSPECTUS
CORTLAND FIRST FINANCIAL CORPORATION
DIVIDEND REINVESTMENT PLAN
100,000 Shares of Common Stock
($5.00 par value)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 27, 1995.<PAGE>
This Prospectus relates to up to 100,000 shares of common stock of
Cortland First Financial Corporation ("Cortland" or the "Company") to be
issued pursuant to the Dividend Reinvestment Plan (the "Plan"). Such shares
may be either authorized and previously unissued shares, authorized and
unissued shares from the Company's treasury, authorized shares purchased on
the open market or authorized shares purchased in negotiated transactions.
It is suggested that this Prospectus be retained for future reference.
Under the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations of the Securities and Exchange Commission (the
"Commission"), the solicitation of shareholders of Cortland common stock to
participate in the Plan constitutes an offering of Cortland common stock.
Cortland has filed with the Commission a registration statement on Form S-3
under the Securities Act (the "Registration Statement") with respect to such
offering, and this Prospectus constitutes the prospectus of Cortland filed as
part of the Registration Statement.
No person is authorized to give any information or to make any
representation other than those contained or incorporated by reference in this
Prospectus and, if given or made, any such information or representation must
not be relied upon as having been authorized by Cortland. 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 an offer or solicitation in any such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of Cortland since the date hereof.<PAGE>
AVAILABLE INFORMATION
Cortland is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Commission. Proxy
statements, reports, and other information concerning the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549, and
at the Commissions's Regional Offices located at Room 1204, 219 South Dearborn
Street, Chicago, Illinois 60604 and Room 1209, Jacob K. Javits Federal
Building, 26 Federal Plaza, New York, New York 10278. Copies of such material
can be obtained by mail from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 10549 at prescribed rates. This
Prospectus does not contain all information set forth in the Registration
Statement on Form S-3, which the Company has filed with the Commission under
the Securities Act and to which reference is hereby made.
Any person to whom a copy of this Prospectus is delivered may obtain
without charge, upon written or oral request, a copy of any of the documents
incorporated by reference herein, except for the exhibits to such documents
(unless such documents are specifically incorporated by reference into such
documents). Requests for such copies should be directed to Bob Derksen,
Treasurer, Cortland First Financial Corporation, 65 Main Street, P.O. Box
5430, Cortland, New York, 13045-5430, Telephone (607) 758-1202.<PAGE>
TABLE OF CONTENTS
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . 2
DESCRIPTION OF THE PLAN . . . . . . . . . . . . . . . . 2
Purpose . . . . . . . . . . . . . . . . . . . . . . 2
How the Plan Works in General . . . . . . . . . . . 2
Advantages of the Plan . . . . . . . . . . . . . . 3
How to Enroll in the Plan . . . . . . . . . . . . . 3
Other Useful Information About the Plan . . . . . . 4
TERMS AND CONDITIONS OF THE PLAN . . . . . . . . . . . . 7
Administration of the Plan . . . . . . . . . . . . 7
Eligibility . . . . . . . . . . . . . . . . . . . . 7
Participation . . . . . . . . . . . . . . . . . . . 8
Purchases . . . . . . . . . . . . . . . . . . . . . 8
Reports . . . . . . . . . . . . . . . . . . . . . . 8
Voting . . . . . . . . . . . . . . . . . . . . . . 9
Certificates . . . . . . . . . . . . . . . . . . . 9
Costs . . . . . . . . . . . . . . . . . . . . . . . 9
Withdrawal . . . . . . . . . . . . . . . . . . . . 9
Taxes . . . . . . . . . . . . . . . . . . . . . . . 10
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . 10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . 10
INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . 11
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . 12
LEGAL OPINION . . . . . . . . . . . . . . . . . . . . . 12
Page 1
THE COMPANY
Cortland First Financial Corporation is a one-bank holding company formed
in 1986. Its only subsidiary and operating entity is First National Bank of
Cortland, chartered in 1869. First National Bank of Cortland is an
independent bank delivering financial services from its offices in Cortland,
Cortlandville, Marathon, McGraw, Cincinnatus, Tully and Whitney Point.
The principal executive offices of the Company are located at 65 Main
Street, P.O. Box 5430, Cortland, New York, 13045-5430. Telephone: (607)
756-2831.
DESCRIPTION OF THE PLAN
The Plan will continue until terminated by the Company's board of
directors, in its sole discretion.
Purpose
The purpose of the Plan is to offer certain shareholders of Cortland a
convenient and inexpensive opportunity to increase their ownership of Cortland
common stock through reinvestment of dividends on common stock. The Company
absorbs all transaction costs and administrative expenses incurred in
connection with the purchases and recordkeeping of share ownership, thereby
reducing the costs to participants of purchasing and owning shares.
How the Plan Works in General
Participation in the Plan is entirely voluntary. You may, by providing
written notice on the prescribed form, join or withdraw at any time and, as
long as the Plan continues, as often as you wish.
If you own Cortland common stock you may enroll in the Plan to have
dividends you are entitled to receive automatically reinvested in Cortland
common stock. The Plan is operated and administered by American Stock
Transfer & Trust Company ("ASTC" or the "Agent"), which will be your Agent
under the Plan. ASTC will maintain an account for you under the Plan and will
receive all dividends on Cortland stock held of record by you or held by ASTC
under the Plan. The dividends will then be applied to the purchase of
Cortland common stock at the market price in the over-the-counter market, in
negotiated transactions or from the Company. Cortland reserves the right to
direct ASTC to purchase stock from any of the foregoing sources. You may
elect to continue to receive cash dividends on a portion of your shares under
the Partial Dividend Reinvestment option.
In the event that the accumulation of all funds in your account is
insufficient to purchase a full share of stock, a fraction of a share will be
credited to your account. Fractional shares will earn dividends and receive
other benefits of full shares on a pro-rata basis.
Page 2
Full shares purchased through the Plan can be held for you by ASTC or,
upon your written request, ASTC will issue a stock certificate for any full
share you acquire. There is no charge for either service under the Plan.
ASTC will send you a confirmation statement of transactions on your
account soon after reinvestment is completed. You will also receive proxy
materials for purposes of giving ASTC direction as to how to vote your shares
of common stock, and for tax purposes, an annual statement of dividends.
Advantages of the Plan
You will receive certain benefits by joining the Plan, including the
following:
(1) Reduced costs of investment. By purchasing additional shares of the
Company's common stock through the Plan, your costs are significantly reduced.
There are no administrative or service charges under the Plan, and the Company
will absorb any additional costs of Plan transactions, including brokerage
commissions.
(2) Increased equity. A participant's equity in the Company will
increase with each dividend payment thereby generating additional dividend
income to be reinvested.
(3) Simplified recordkeeping. Quarterly statements at the completion of
each investment transaction are provided by ASTC to inform you of your
investment and accumulated holdings as they occur.
(4) Voting control of equity interest. You will retain the power to
have all shares of Cortland common stock held for your account under the Plan
voted in accordance with your directions.
How to Enroll in the Plan
Simply complete the enclosed Authorization Form and mail it to ASTC as
your agent at 40 Wall Street, New York, New York, 10005. You may also obtain
additional Authorization Forms from ASTC at any time. Participation will
begin with the next dividend payment, provided your authorization is received
at least fifteen (15) business days before the record date for that dividend.
Should your authorization be received after that date, it will be necessary
to delay your participation until the following dividend.
Your participation in the Plan is governed by the specific terms and
conditions of the Plan set forth in the section of this Prospectus entitled
"TERMS AND CONDITIONS OF THE PLAN." The following information should be
helpful to answer questions you may have about how those terms and conditions
of participating affect your investment.
Page 3<PAGE>
Other Useful Information About the Plan
Who is eligible to participate in the Plan?
Holders of record of Cortland common stock may participate in either of
the Plan's investment options listed on the Authorization Form. If you are a
beneficial owner of shares registered in another name, such as a broker or
bank nominee who holds the shares for you, you should arrange with your broker
or bank nominee to have those shares registered in your name.
The Company will make reasonable efforts to comply with securities laws
of all states in the United States in which record holders reside. However,
no person will be offered any shares of common stock pursuant to the Plan if
such person resides in a state of the United States with respect to which one
or more of the following apply: (1) a small number of record holders reside in
such state; (2) the Company or any of its officers or directors are not
registered as a broker, dealer, salesman or selling agent in such state and
the offer or sale of shares of common stock to such holders would require the
Company or its officers or directors to so register; (3) common stock of the
Company is not registered or otherwise qualified for sale in such state and
the laws of such state require the registration or the qualification for sale
of such shares; or (4) the registration or qualification of the shares of the
Company's stock in such state would, in the Company's judgment, be
impracticable or unduly burdensome for reasons of cost or otherwise.
What does the Authorization Form provide?
The Authorization Form allows you to select from the Plan's investment
options and directs your Agent to reinvest dividends you receive accordingly.
The investment options are:
(a) Full Dividend Reinvestment directs ASTC to reinvest in Cortland
common stock, in accordance with the Plan, dividends on all shares of
common stock then or subsequently registered in your name.
(b) Partial Dividend Reinvestment directs ASTC to reinvest in Cortland
common stock, in accordance with the Plan, cash dividends on only that
number of shares of common stock registered in your name as
designated by you.
Page 4
Under either option selected, all shares you place under the Plan and all
shares purchased for your account under the Plan with reinvested dividends
will be subject to dividend reinvestment under the Plan automatically, unless
and until any such shares are withdrawn from the Plan.
How may I change investment options?
You may change investment options by submitting a new Authorization Form
to ASTC with your new selection. Authorization Forms may be submitted to ASTC
at any time, but must be received by the Agent at least 15 days prior to any
record date for the declaration of dividends to be effective for that
dividend.
How will shares be purchased under the Plan?
The Agent will use funds from cash dividends to acquire shares of Cortland
common stock in one of three ways, as directed by Cortland: (1) purchase newly
issued shares or treasury shares from the Company; (2) purchase outstanding
shares being traded in the open market; or (3) purchase shares in negotiated
transactions. The Agent may also use any combination of these methods, as
directed by Cortland.
What will be the price of the shares purchased under the Plan?
The price of newly issued shares or treasury shares from Cortland will be
the average of the mean between the bid and asked price for the shares in the
over-the-counter market at the close of trading for the five business days
ending on the date of purchase. The price of shares purchased in the over-
the-counter market will be the actual price which prevails in the market at
the time the purchase is made. The price of shares acquired as the result of
negotiated transactions will be the price reached by agreement between the
sellers and the Agent.
Will the Agent purchase additional shares for me before the next dividend
payment date?
Yes. Normally, on the first business day of any non-dividend paying
month the Agent will make purchases of shares for you as part of a purchase
transaction with funds from dividends of all Plan participants.
How do I keep track of the purchases made for me?
Quarterly, the Agent will send you a statement showing all the pertinent
details of the current transactions and the number of full and fractional
shares in your account.
Page 5
Can I deposit shares registered in my name into my dividend reinvestment
account?
Yes, but common stock certificates only. We encourage you to deposit
with the Agent your certificates representing common shares to be reinvested
under the Plan. Your shares will then be protected against loss, theft, or
damage and the account statement will be a complete summary of your
investment.
Can I withdraw shares held in my dividend reinvestment account?
Yes. Upon your written request, the Agent will issue you a certificate
for one or more full shares in your account. A fractional share cannot be
withdrawn unless you are completely terminating your participation, in which
event the value of the fractional share will be paid in cash.
May I terminate my participation in the Plan at any time?
Yes. Enrollment is optional and you may terminate at any time by
notifying the Agent by mail 15 days before the next dividend record date.
Thereafter, cash dividends will be mailed directly to you. Upon termination,
the Agent will issue you a certificate for the full shares in your account and
a check for any fractional share at the then current market price. If you
like, the Agent will sell your full shares and send you a check for the
proceeds, less brokerage commissions, if any, and applicable taxes.
Are my dividends taxable?
Yes. Dividends received are taxable for federal income tax purposes just
as if you had received them in cash and may be taxable in those states having
a personal income tax. Brokerage commissions and service fees paid on behalf
of your account are also deemed taxable income and will be reported by the
Agent to the IRS as such. Also for tax purposes, purchases of shares through
this Plan provide the long range benefits of dollar-cost averaging.
To whom do I write concerning the Plan?
The Plan is administered by ASTC as your agent, and all correspondence
should be directed to ASTC, not Cortland at:
American Stock Transfer & Trust Company
Attn: Dividend Reinvestment
40 Wall Street
New York, New York 10005
Page 6
The following section contains the specific terms and conditions of the
Plan. You should read it carefully, because it sets forth the requirements of
how the Plan is administered.
TERMS AND CONDITIONS OF THE PLAN
Administration of the Plan
American Stock Transfer and Trust Company ("ASTC" or the "Agent"), as
agent, will administer the Plan in accordance with its terms and the written
instructions of the participant. The Company reserves the right to modify,
suspend, or terminate the Plan or any administrative procedures in effect at
any time as it deems desirable or appropriate. The Agent agrees to notify all
participants of any modifications that affect the participants.
Neither the Agent nor the Company can assure a profit or protect against
a loss on shares purchased by or for participants under the Plan. The Plan
does not represent a guaranty of future dividends, which will continue to
depend upon the Company's earnings, financial requirements, and other factors.
Neither the Agent nor the Company nor their respective employees will be
liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out of the
failure of the participant to terminate his or her account, the prices at
which shares are purchased, the times at which shares are purchased, or
suspension of purchases due to governmental regulations.
The Company reserves the right, acting in good faith, to interpret and
regulate the Plan as it deems necessary or appropriate for the Plan's
operation.
Eligibility
Any holder of record of Cortland common stock may participate, unless
such holder of record resides in a state of the United States with respect to
which one or more of the following apply: (1) a small number of record holders
reside in such state; (2) the Company or any of its officers or directors are
not registered as a broker, dealer, salesman or selling agent in such state
and the offer or sale of shares of common stock to such holders would require
the company or its officers or directors to so register; (3) common stock of
the Company is not registered or otherwise qualified for sale in such state
and the laws of such state require the registration or the qualification for
sale of such shares; or (4) the registration or qualification of the shares of
the Company's stock in such state would, in the Company's judgment, be
impracticable or unduly burdensome for reasons of cost or otherwise. Shares
held in the name of a broker or nominees do not qualify as shares held by an
individual for purposes of the Plan. Shares held by a broker or nominee must
be transferred to the name of the individual participant if those shares are
to be part of the Plan.
Page 7
Participation
The participant may select either of the two investment options described
on the Authorization Form, but only one. If the participant wishes to change
options, a new Authorization Form should be submitted to the Agent. Any
Authorization Form that is not received prior to 15 days before the dividend
record date cannot be effective until the following dividend.
Purchases
The Agent will apply cash dividends in accordance with participant's
written instructions. The full amount of cash dividends on shares subject to
the Plan will be applied toward the purchase of shares for the account of the
participant promptly after receipt, but no later than 30 days after the date
of the dividend or receipt of payment. All full and fractional shares will be
credited to the participant's account upon purchase. Fractional shares will
be computed to three decimal places.
Shares will be acquired from (1) the Company as newly issued shares or
treasury shares, (2) open market transactions, or (3) negotiated transactions,
at the direction of the Company in the Company's sole discretion. The price
of newly issued shares or treasury shares from Cortland will be the average of
the mean between the bid and asked price for the shares in the over-the-
counter market at the close of trading for the five business days ending on
the date of purchase. The price of shares purchased in the over-the-counter
market will be the actual price which prevails in the market at the time the
purchase is made. The price of shares acquired as the result of negotiated
transactions will be the price reached by agreement between the sellers and
the Agent.
Unless shares are withdrawn from the Plan, all shares held in the
participants' account will earn dividends that will be reinvested in
accordance with the Plan.
Reports
The Agent will confirm purchases in quarterly statements that show all
details of transactions during the prior quarter, including the number of full
and fractional shares in the participant's account.
Any stock dividends or split shares distributed by Cortland with respect
to shares held for the participant will be credited to the participant's
account and recorded on the participant's quarterly statement for the quarter
during which such dividend or share split occurred.
Page 8
Voting
The Agent will vote all full shares that it holds for a participant in
accordance with the proxy returned to Cortland by the participant. If the
participant deposits share certificates with the Agent, the Agent shall send
to the participant the same communications sent to all other holders of
shares, including the Cortland Annual Report to Shareholders and annual
meeting proxy materials.
Certificates
Certificates for shares of common stock purchased through the Plan will
not be issued to the participant unless requested in writing, or until the
account is terminated. No certificates will be issued for fractional shares,
and fractional shares may be redeemed by the participant in cash only upon
withdrawal from the Plan.
Costs
All costs of administration of the Plan will be paid by Cortland,
including any brokerage fees or commissions. No administrative or service
charges are imposed for participation in the Plan. If the participant
withdraws from the Plan and instructs the Agent to sell the shares then owned,
the Agent will deduct brokerage fees, commissions or any applicable transfer
taxes from the proceeds.
Withdrawal
The participant may withdraw all or part of the participant's shares from
the Plan at any time, by written request, to the Agent at:
American Stock Transfer & Trust Company, Agent
Attn: Dividend Reinvestment
40 Wall Street
New York, New York 10005
1-800-278-4353
Written notice of withdrawal must be received no later than 15 days before the
next dividend record date to be effective for the purposes of that dividend.
In the event written notice isr received less than 15 days before the next
dividend, the withdrawal will be effective with the dividend following the
next dividend date. Upon withdrawal, participant may request that the Agent
sell the participant's full shares as soon as practicable following notice of
termination and send the participant a check representing the proceeds,
together with the proceeds of sales from any fractional share adjusted at the
then current market price, less brokerage commissions and any applicable
taxes. If the participant does not instruct the Agent to sell shares, the
Agent will, upon termination of the participant's account, send the
participant a certificate for full shares in the participant's account and a
check in the amount equal to the then current market value of any fractional
share.
Page 9
Withdrawal of less than all the participant's shares under the Plan will
be treated as a withdrawal described above only with respect to the shares
designated by the participant for withdrawal.
After full withdrawal from the Plan, an eligible shareholder may rejoin
the Plan at any time. After partial withdrawal, shares withdrawn may be
placed back into the Plan at any time. In both cases, if the new
Authorization Form is received later than 15 days prior to the dividend record
date, it will not be effective until the following dividend.
Taxes
Dividends which are reinvested are subject to federal and state income
taxes just as if participant had received cash dividends. Under current
Internal Revenue Service policy, a pro-rata share of any brokerage commissions
and service fees paid on behalf of the participant's account are also taxable
income and will be reported as such by the Agent to the Internal Revenue
Service. The Agent will mail reports to participants containing necessary
information for federal income tax reporting purposes.
Participants should consult their own tax advisors concerning the tax
consequences of participating in the Plan, the applicability of state and
local taxes, and records which should be maintained in connection with the tax
basis of shares acquired through the Plan.
USE OF PROCEEDS
In the event that shares of common stock under the Plan are acquired from
the Company, the net proceeds from such sales will be added to the Company's
treasury and will be used for general corporate purposes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 0-15366)
pursuant to the Exchange Act are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1994, and any amendments thereto.
(b) The Company's Quarterly Reports on Form 10-Q and any amendments
thereto for the quarters ended March 31, June 30 and September 30,
1995.
Page 10
(c) Description of the Common Stock of the Company contained in the
Company's Registration Statement on Form 8-A (Registration
No.0-15366), including any amendments or reports filed for the purpose
of updating such description.
All other documents filed by the Company with the Commission pursuant to
Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of common stock
offered pursuant to the Plan described herein shall be deemed to be
incorporated by reference herein and to be a part of this Prospectus from the
date of filing of such documents.
INDEMNIFICATION
Under the New York Business Corporation Law, the Company may extend
indemnification to directors and officers beyond that provided by law to
include any indemnification pursuant to agreements, resolutions of the board
of directors, resolutions of the shareholders, bylaws, or provisions of the
Certificate of Incorporation, provided the Bylaws or Certificate of
Incorporation of the Company expressly permits such broad indemnification.
The Bylaws do contain appropriate provisions to enable Cortland to indemnify
its directors and officers to the broadest extent possible, and requires
Cortland to indemnify its directors and officers to the fullest extent
authorized by law and further to the extent permitted by applicable law,
pursuant to a resolution of the shareholders or directors, an agreement for
indemnification, any Bylaw, any other law or otherwise. In addition to
indemnification, any such indemnified person shall be entitled to the payment
of expenses incurred in defending any legal action or proceeding in advance of
a final decision on the merits. The statutory provisions applicable to
indemnification, however, prohibit any such indemnification, by law or
otherwise, to a director or officer if a final adjudication establishes that
the acts of the director or officer were committed in bad faith, were a result
of active and deliberate dishonesty and were material, or that the director or
officer derived a personal gain to which the person was not entitled.
The statutory authority regarding indemnification applicable to directors
and officers contains no reference to indemnification of employees, which is
left to the discretion of the Company. The Bylaws of Cortland authorize
indemnification of employees and other personnel to the fullest extent
permitted by law, but do not require such indemnification as is the case for
directors and officers.
The Bylaws of Cortland further authorize the board of directors, in its
discretion, to purchase liability insurance for the indemnification of
directors, officers, or employees. Accordingly, as authorized by the New York
State Business Corporation Law and the Bylaws, the Company has obtained
insurance from Aetna Casualty Company insuring Cortland and its subsidiaries
against any obligation that occurs as a result of its indemnification of
directors, officers, or other employees, and insuring such persons for
liabilities for which they may not be indemnified by Cortland. The insurance
policy is renewable, expiring on January 25 of each calendar year, at the
current annual premium of $8,900. The coverage limit is $1,000,000. As of
this date, no sums have been paid to Cortland, any subsidiary, or any
directors or officers under this policy.
Page 11
Insofar as indemnification of or liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling
the Company, Cortland has been informed that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore unenforceable.
EXPERTS
The consolidated financial statements of Cortland First Financial
Corporation and subsidiaries as of December 31, 1994 and December 31, 1993,
and for each of the years in the three-year period ended December 31, 1994,
included in the 1994 Annual Report on Form 10-K, incorporated by reference
into this Prospectus, have been incorporated by reference herein and in the
Registration Statement of which this Prospectus is a part in reliance upon the
report of Coopers & Lybrand, independent auditors, included in the Annual
Report on Form 10-K and incorporated by reference herein and upon the
authority of said firm as experts in accounting and auditing.
LEGAL OPINION
The validity of the issuance of any original issue shares of common stock
offered hereby will be passed upon for Cortland by the law firm of Hancock &
Estabrook, LLP, Syracuse, New York.
Page 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other expenses of Insurance and Distribution.
Registration Fee $ 1,810
Printing Expenses 750
Legal Fees and Expenses 10,000
Total $12,560
Item 15. Indemnification of Directors and Officers.
Under the New York Business Corporation Law, the Company may extend
indemnification to directors and officers beyond that provided by law to
include any indemnification pursuant to agreements, resolutions of the board
of directors, resolutions of the shareholders, bylaws, or provisions of the
Certificate of Incorporation, provided the Bylaws or Certificate of
Incorporation of the Company expressly permits such broad indemnification.
The Bylaws do contain appropriate provisions to enable Cortland to indemnify
its directors and officers to the broadest extent possible, and requires
Cortland to indemnify its directors and officers to the fullest extent
authorized by law and further to the extent permitted by applicable law,
pursuant to a resolution of the shareholders or directors, an agreement for
indemnification, any Bylaw, any other law or otherwise. In addition to
indemnification, any such indemnified person shall be entitled to the payment
of expenses incurred in defending any legal action or proceeding in advance of
a final decision on the merits. The statutory provisions applicable to
indemnification, however, prohibit any such indemnification, by law or
otherwise, to a director or officer if a final adjudication establishes that
the acts of the director or officer were committed in bad faith, were a result
of active and deliberate dishonesty and were material, or that the director or
officer derived a personal gain to which the person was not entitled.
The statutory authority regarding indemnification applicable to directors
and officers contains no reference to indemnification of employees, which is
left to the discretion ofthe Company. The Bylaws of Cortland authorize
indemnification of employees and other personnel to the fullest extent
permitted by law, but do not require such indemnification as is the case for
directors and officers.
The Bylaws of Cortland further authorize the board of directors, in its
discretion, to purchase liability insurance for the indemnification of
directors, officers, or employees. Accordingly, as authorized by the New York
State Business Corporation Law and the Bylaws, the Company has obtained
insurance from Aetna Casualty Company insuring Cortland and its subsidiaries
against any obligation that occurs as a result of its indemnification of
directors, officers, or other employees, and insuring such persons for
Page 13
liabilities for which they may not be indemnified by Cortland. The insurance
policy is renewable, expiring on January 25 of each calendar year, at the
current annual premium of $8,900. The coverage limit is $1,000,000. As of
this date, no sums have been paid to Cortland, any subsidiary, or any
directors or officers under this policy.
Insofar as indemnification of or liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling
the Company, Cortland has been informed that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore unenforceable.
Item 16. Exhibits.
5. Opinion and consent of Hancock & Estabrook, LLP
with respect to securities being registered.
23. Consent of Coopers & Lybrand, LLP, independent
auditors.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the Registration
Statement;
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) to
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 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
Page 14
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant
to section 13(a) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
Page 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cortland, State of New York on
December 27, 1995.
CORTLAND FIRST FINANCIAL CORPORATION
By
David R. Alvord, President
By
Bob Derksen, Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
David R. Alvord, President, Director Date: 12/27/95
Mary Alice Bellardini, Director Date: 12/27/95
John H. Buck, Director Date: 12/27/95
Robert M. Lovell, Director Date: 12/27/95
Harry D. Newcomb, Director Date: 12/27/95
Richard J. Shay, Director Date: 12/27/95
Charles H. Spaulding, Director Date: 12/27/95
David J. Taylor, Director Date: 12/27/95
<PAGE>
EXHIBIT 5
December 18, 1995
Cortland First Financial Corporation
65 Main Street
Cortland, New York 13045
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as your counsel in connection with a Registration
Statement on Form S-3 to be filed by Cortland First Financial Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended. Such Registration
Statement may be amended from time to time, by one or more amendments at the
request of the Commission, or on the Company's own initiative. The
Registration Statement, as so amended or to be amended, covers the shares of
common stock, par value $5.00 (the "Common Stock") of the Company to be issued
pursuant to the dividend reinvestment plan referred to therein (the "Plan").
We have examined originals or copies, identified to our
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary, as a basis for
the opinions hereinafter expressed. We have assumed the genuineness of all
signatures and the conformity of all copies of documents to the originals
thereof. We have also assumed the due authorization, execution and delivery
of all documents.
Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the
Common Stock, when issued in accordance with the Plan, will be legally issued,
fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
HANCOCK & ESTABROOK, LLP
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Cortland First Financial Corporation
We consent to the incorporation by reference in the
registration statement of Cortland First Financial Coporation on Form S-3 of
our report dated January 13 1995, on our audits of the consolidated financial
statement of Cortland First Financial Coporation as of December 31, 1995,and
1994 and for the years ended December 31, 1995, 1994, and 1993, which report
is included in the Annual Report on Form 10-K. We also consent to
the reference to our Firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Syracuse, New York
December 21, 1995<PAGE>
