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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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SECOND BANCORP, INCORPORATED
(Exact name of registrant as specified in its charter)
OHIO 34-1547453
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
108 MAIN AVENUE, S.W.
WARREN, OHIO 44482
(330) 841-0123
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MICHAEL G. MARANDO, ESQ.
HARRINGTON, HOPPE & MITCHELL, LTD.
108 MAIN AVENUE, S.W.
500 SECOND NATIONAL TOWER
P.O. BOX 1510
WARREN, OHIO 44482
330-392-1541
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OR PROPOSED SALE TO
THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE REGISTRATION
STATEMENT BECOMES EFFECTIVE.
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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. [ ]
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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(b) 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
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE
TITLE OF SECURITIES TO BE PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) PRICE REGISTRATION FEE (2)
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<S> <C> <C> <C> <C>
COMMON STOCK 250,000.00 $25.50 $6,375,000.00 $1,880.63
NO PAR VALUE
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(1) BASED ON THE CLOSING PRICE OF THE COMPANY'S SHARES ON NASDAQ ON SEPTEMBER 5, 1997.
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(1) Determined pursuant to Rule 457 (c).
(2) Pursuant to Rule 429, 20,266 shares of Common Stock are
being carried forward from registration statement No.
33-42261. The amount of the registration fee associated
with such shares that was previously paid with
registration statement No. 33-42261 is $24.19.
THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT IS A
COMBINED PROSPECTUS RELATING ALSO TO REGISTRATION STATEMENT NO. 33-42261. THIS
REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 3 TO
REGISTRATION STATEMENT NO. 33-42261 AND SUCH POST-EFFECTIVE AMENDMENT SHALL
BECOME EFFECTIVE CONCURRENTLY WITH THIS REGISTRATION STATEMENT IN ACCORDANCE
WITH RULES 462 AND 464. THIS REGISTRATION STATEMENT AND THE REGISTRATION
STATEMENT AMENDED HEREBY ARE COLLECTIVELY REFERRED TO HEREIN AS THE
"REGISTRATION STATEMENT."
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PROSPECTUS
SECOND BANCORP, INCORPORATED
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
Common Stock (no par value)
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This Prospectus relates to the sale of shares of Common Stock
(the "Common Stock") of Second Bancorp, Incorporated (the "Corporation") under
the Corporation's Dividend Reinvestment and Common Stock Purchase Plan (the
"Plan"). The Plan provides each registered holder of the Corporation's Common
Stock with a convenient and economical method of purchasing additional shares of
the Corporation's Common Stock at a 5% discount as set forth in the Plan without
payment of any brokerage commission, service charge or other similar expense.
A participant may elect either to reinvest dividends on all
shares held of record, or to make optional cash payments of not less than $50
each purchase up to a maximum of $5,000 per quarter and continue to receive
regular dividend payments on all shares. Participants who enroll to reinvest
dividends may also make optional cash payments of not less than $50 each
purchase up to a maximum of $5,000 per quarter. A participant may withdraw from
the Plan at any time. As explained further in the Prospectus, shares of Common
Stock may be purchased for the account of a participant either in the open
market or directly from the Corporation. The price of shares acquired from the
Corporation under the Plan will be the Share Price as defined in the Plan less
the 5% discount. The price of shares purchased in the open market will be the
Weighted Average Price at which the Plan Administrator acquires the shares less
the 5% discount as further explained in this Prospectus.
The Plan does not represent a change in the Corporation's
dividend policy, which will continue to depend on earnings, financial
requirements and other factors. Shareholders who do not wish to participate in
the Plan will continue to receive cash dividends by check in the usual manner.
It is suggested that this Prospectus be retained for future reference.
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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.
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The date of this Prospectus is February ____, 1998
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AVAILABLE INFORMATION
The Corporation is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed by
the Corporation can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: 75 Park Place, 14th
Floor, New York, New York 10007, and Northwestern Atrium Center, 500 West
Madison Ave., Suite 1400, Chicago, Illinois 60661. Copies of such material can
also be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
This Prospectus does not contain all of the information in the
Registration Statement filed with the Commission of which this Prospectus is a
part. Certain portions of the Registration Statement have been omitted in
accordance with the rules and regulations of the Commission. For Further
information with respect to the Corporation and the securities offered hereby,
reference is made to the Registration Statement, including the exhibits thereto.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the
year ended December 31, 1996;
(b) The Corporation's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1997;
(c) The description of the Common Stock contained in the
Corporation's registration statement on Form S-4
(Registration No. 33-09239) under the caption
"Description of Holding Shares" as filed on October 2,
1986, with the Commission pursuant to the 1933 Act,
including all amendments and reports filed for the
purpose of updating such description.
All other reports and other documents filed by the Corporation
pursuant to Sections 13(a), 14 and 15(d) of the Exchange Act, since the end of
the fiscal year covered by the Annual Report referred to above and prior to the
date of this Prospectus, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof. Each document or report filed by the
Corporation with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date hereof and prior to the termination of the
offering covered hereby shall be deemed to be incorporated by reference in this
Prospectus from the date of filing of such document until the information
contained in such document is superseded or updated by any subsequently filed
document which is incorporated by reference into this Prospectus.
The Corporation hereby undertakes to provide without charge to
each person, including any beneficial owners, to whom a copy of this Prospectus
is delivered, upon the written or oral request of any such person, a copy of any
or all of the information that has been incorporated by reference in this
Prospectus, (not including exhibits to such information unless the exhibits are
specifically included in the incorporation by reference). Written requests for
such copies should be directed to Christopher Stanitz, Secretary, Second
Bancorp, Incorporated, 108 Main Avenue, S.W., Warren, Ohio 44481. Telephone
requests may be directed to Mr. Stanitz at 330-841-0234.
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THE CORPORATION
The Corporation is a one bank holding company which owns all
of the outstanding shares of The Second National Bank of Warren (the "Bank"),
which commenced operations in 1880 and became a subsidiary of the Corporation in
1987. The Corporation and the Bank are located in Warren, Ohio. The Bank is a
full service commercial bank providing personalized banking services to
businesses and individuals through its 27 banking offices located in five
counties in the northeastern Ohio area.
The Bank offers its customers customary commercial banking
services, such as checking, savings and interest-bearing demand, money market
and time deposit accounts; commercial, installment and real estate loans; safe
deposit boxes; collection services; wire and telephone transfers; lockbox, cash
management services and account reconciliation; and a full range of investment
and insurance products. The Bank also offers full trust services through its
Trust Department and private banking services through a separate Private Banking
Department.
THE PLAN
The following questions and answers explain and constitute the
Corporation's Dividend Reinvestment and Common Stock Purchase Plan (the "Plan").
I. PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of
shares of the Corporation's Common Stock with a convenient and economical method
of investing cash dividends and optional cash payments in additional shares of
Common Stock at a 5% discount without payment of any brokerage commission,
service charge, or other similar expense. In the event such additional shares of
Common Stock are purchased directly from the Corporation, and not in the open
market, the Corporation will receive those additional funds and use them for
general corporate purposes.
II. PARTICIPATION OPTIONS
2. WHAT OPTIONS ARE AVAILABLE TO PARTICIPANTS IN THE PLAN?
As a participant in the Plan, you may (i) have cash dividends
on all (but not less than all) of your shares automatically reinvested in
additional shares of the Corporation's Common Stock, (ii) make optional cash
purchases of additional shares of the Corporation's Common Stock, each such
optional cash purchase to be at least $50 and the total of all such optional
cash purchase during a calendar quarter to be not more than $5,000, or (iii) do
both of the above.
III. ADVANTAGES
3. WHAT ARE THE ADVANTAGES OF THE PLAN?
(A) The Plan provides holders of record of the Corporation's
Common Stock with the opportunity to reinvest their dividends automatically in
additional shares of the Corporation's Common Stock at a 5% discount from the
Share Price or Weighted Average Price as defined in the response to Question 12.
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(B) No brokerage commissions or service charges will be paid
by you in connection with any purchases made under the Plan.
(C) Your funds will be fully invested in the Corporation's
Common Stock because the Plan permits fractional shares to be credited to your
Plan account. Dividends on such fractional shares, as well as on whole shares,
will be reinvested in additional shares and such shares will be credited to your
Plan account.
(D) You will avoid the need for safekeeping of stock
certificates for shares credited to your Plan account.
(E) Periodic statements reflecting all current activity,
including purchases and latest share balance, will simplify your record keeping.
IV. ADMINISTRATION
4. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
American Stock Transfer & Trust Company (the "Plan
Administrator") has been designated by the Corporation to administer the Plan,
keep records, send statements of account to each participant, and perform other
duties related to the Plan. Shares purchased for you under the Plan will be held
for you in safekeeping by or through the Plan Administrator until a written
request is received from you for the issuance of certificates for all or part of
your shares as more fully explained in Question 27. The Plan Administrator also
acts as dividend disbursing and transfer agent for the Corporation's Common
Stock.
Shares purchased with reinvested dividends and optional cash
payments will be registered in the name of the Plan Administrator's nominee. You
should continue to hold those shares presently or subsequently registered in
your name and should not undertake to transfer such shares to the Corporation or
the Plan Administrator. In the event the Plan Administrator should resign or
otherwise cease to act as administrator of the Plan, the Corporation will make
such other arrangements as it deems appropriate for the administration of the
Plan.
V. PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of the Corporation's Common Stock are
eligible to participate in the Plan. If your stock is registered in a name other
than your own (e.g., in the name of a broker or nominee), and you would like to
participate, you must either make appropriate arrangements for your broker or
nominee to participate on your behalf, or you must become a shareholder of
record by having those shares with respect to which you wish to participate
transferred to your name.
You will not be eligible to participate in the Plan if you
reside in a jurisdiction in which it is unlawful for the Corporation to permit
your participation.
6. IS PARTIAL PARTICIPATION POSSIBLE UNDER THE PLAN?
No. A shareholder of record who desires to participate in the
Plan with respect to the dividend reinvestment feature must have the dividends
on all shares reinvested under the Plan.
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A shareholder of record who desires to participate in the Plan
ONLY with respect to the optional cash purchase feature will receive dividend
checks with respect to all shares of Common Stock held of record.
7. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE OR CHANGE
OPTIONS UNDER THE PLAN?
As a holder of record of Common Stock, you may join the Plan
by completing and signing an Enrollment Card and returning it to the Plan
Administrator. Once enrolled in the Plan, you will continue to be enrolled
without further action on your part. You may change your investment options at
any time by completing, signing and returning a new Enrollment Card to the Plan
Administrator. If your shares are registered in more than one name (i.e., joint
tenants, trustees, etc.), all registered holders must sign the Enrollment Card
exactly as their names appear on the account registration.
You may obtain an Enrollment Card at any time by contacting:
American Stock Transfer & Trust Company
Attention Dividend Reinvestment Department
40 Wall Street, 46th Floor
New York, NY 10005
(800) 278-4353
8. WHEN MAY AN ELIGIBLE SHAREHOLDER JOIN THE PLAN?
As an eligible shareholder, you may join the Plan at any time.
Reinvestment of dividends will start with the next quarterly dividend payment
after receipt of your Enrollment Card, provided it is received by the Plan
Administrator on or before the record date for that dividend; otherwise, it will
be necessary to delay reinvestment of dividends until the next dividend payment
date. In the past, record dates for dividends paid by the Corporation have
preceded the dividend payment dates by approximately 2 weeks. Dividend payment
dates ordinarily are the last day of January, April, July and October.
(See Question 9 for information on making an initial optional
cash purchase.)
You will remain a participant in the Plan until you elect to
discontinue the reinvestment of dividends, or sell or otherwise dispose of all
the shares held in your name and withdraw all shares of Common Stock credited to
your Plan account.
9. WHAT DOES THE ENROLLMENT CARD PROVIDE?
The Enrollment Card provides for the purchase of additional
shares of the Corporation's Common Stock through the following investment
options:
(A) "DIVIDEND REINVESTMENT"
This option directs the Corporation to invest in accordance
with the Plan cash dividends on all shares of Common Stock currently or
subsequently registered in your name and on all whole and fractional shares of
Common Stock credited to your Plan account. This option also permits you to make
optional cash payments for the purchase of additional shares of Common Stock in
accordance with the Plan.
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(B) "OPTIONAL CASH PURCHASES ONLY"
This option permits you to make optional cash payments for the
purchase of additional shares of Common Stock in accordance with the Plan,
without reinvesting dividends on shares held by you. If you desire this option,
a check payable to American Stock Transfer Trust Company, covering your initial
optional cash purchase must accompany your Enrollment Card. Cash dividends on
shares purchased with optional cash payments will automatically be reinvested in
additional shares of Common Stock. If you wish to receive cash dividends on such
shares, you must withdraw the shares from your Plan account by written
notification to the Plan Administrator at the address set forth in Question 7.
VI. PURCHASES
10. HOW ARE SHARES OF COMMON STOCK ACQUIRED UNDER THE PLAN?
The Plan Administrator will apply reinvested dividends and
optional cash payments to acquire shares of the Corporation's Common Stock for
the account of the Plan's participants, as the Corporation directs, either
directly from the Corporation, in the open market or in privately negotiated
transactions. Shares acquired directly from the Corporation will consist of
authorized but unissued shares or shares held in the Corporation's Treasury
account. (See Question 37 for the circumstances under which shares will be
purchased on the open market and the effect such purchases would have on Plan
participants.)
11. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares that will be purchased for a
participant's account on an Investment Date (as defined in Question 12) will
depend on the amount of any dividends and any optional cash payments and the
applicable purchase price of the Common Stock. Your Plan account will be
credited with the number of shares (including any fractional share computed to
three decimal places) that results from dividing the amount of dividends and any
optional cash payments to be invested by the applicable purchase price. The
amount of your dividends for purposes of this computation will include cash
dividends payable on all shares with respect to which you are participating and
shares in your Plan account, whether purchased with reinvested dividends or
optional cash payments.
The Plan does not represent a change in the Corporation's
dividend policy or a guarantee of future dividends, which will continue to be
determined by the Board of Directors based upon the Corporation's earnings,
financial condition and other factors.
12. WHEN AND AT WHAT PRICE WILL SHARES OF COMMON STOCK BE
PURCHASED UNDER THE PLAN?
If the Plan Administrator purchases the shares of Common Stock
from the Corporation, dividends and optional cash payments will be reinvested or
invested, as the case may be, on the Investment Date, which will be the dividend
payment date during a month in which a dividend is paid, and in any other month
will be the fifteenth day of such month. However, if the Investment Date falls
on a date when trading is not being reported on the NASDAQ NMS, the business day
immediately succeeding such date on which trading is being reported on the
NASDAQ will be the Investment Date. If the Plan Administrator purchases the
shares of Common Stock in the open market or in privately negotiated
transactions, dividends will be reinvested, and optional cash purchases will be
invested on, or near (within 5 business days of), the Investment Date.
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For the purpose of making purchases, the Plan Administrator
will commingle your funds with those of other participants in the Plan. The Plan
Administrator will apply any dividends and any optional cash payments to the
purchase of Common Stock pursuant to the Plan on the Investment Date, except
when prohibited under any applicable federal or state securities laws.
NO INTEREST WILL BE PAID ON FUNDS HELD BY THE BANK.
If the Plan Administrator purchases the shares of Common Stock
from the Corporation, the purchase price will be the mean between the high bid
and low ask prices of shares of the Common Stock as reported by the NASDAQ
National Market System on the Investment Date (the "Share Price") less a 5%
discount. If the Plan Administrator purchases the shares of Common Stock in the
open market or in privately negotiated transactions, the purchase price will be
the weighted average of the prices actually paid for the shares at the time such
purchases are made (the "Weighted Average Price") less a 5% discount . It should
be recognized that since investment prices are determined as specified above, a
participant loses any advantage otherwise available from being able to select
the timing of investments.
VII. OPTIONAL CASH PURCHASES
13. HOW ARE OPTIONAL CASH PURCHASES MADE?
The option to make cash purchases is available to you at the
time of joining the Plan by properly completing, signing and returning to the
Plan Administrator an Enrollment Card. If you wish to enroll in the "Optional
Cash Purchases Only" feature of the Plan, a check or money order payable to
American Stock Transfer & Trust Company, covering your first optional cash
purchase must accompany your Enrollment Card. DO NOT SEND CASH. Thereafter,
additional optional cash purchases may be made through the use of the form sent
with each periodic statement.
Each optional cash purchase made by you must be at least $50,
and such purchases cannot, in any one calendar quarter, exceed a total of
$5,000. The same amount of money need not be sent each calendar quarter, and
there is no obligation to make additional optional cash purchases after
enrollment in the Plan.
14. WHEN WILL PAYMENTS FOR OPTIONAL CASH PURCHASES BE
INVESTED?
Optional cash payments received from you at least 5 business
days prior to an Investment Date will be applied to the purchase of shares of
Common Stock for your account on such Investment Date or within 5 business days
thereafter as provided in the answer to Question 12. Any optional cash payment
received less than 5 business days prior to an Investment Date will be applied
to the purchase of shares of Common Stock for your account on the next following
Investment Date unless you request in writing that your optional cash payment be
returned. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON OPTIONAL CASH
PAYMENTS. Therefore, although optional cash payments may be made at any time,
you are strongly urged to make optional cash payments shortly before an
Investment Date. However, you should allow sufficient time to ensure that an
optional cash payment is received by the Plan Administrator at least 5 business
days prior to an Investment Date.
15. UNDER WHAT CIRCUMSTANCES WILL OPTIONAL CASH PAYMENTS BE
RETURNED?
Your uninvested optional cash payments will be returned to you
upon written request received by the Plan Administrator at least 5 business days
prior to an Investment Date.
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VIII. COSTS
16. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH
PURCHASES UNDER THE PLAN?
Participants bear none of the costs of the Plan. All costs of
administration of the Plan and any brokerage commissions and service charges
incurred in connection with purchases of shares are paid by the Corporation.
However, if you request the Plan Administrator to sell your shares in the event
of withdrawal from the Plan as explained in Question 26, you must pay any
brokerage commission and any applicable transfer tax incurred.
If the Corporation, at some future date, determines to cause
participants in the Plan to be charged with any brokerage commission or other
charges incurred incident to the purchase of shares for the Plan or to pass
through to the participants in the Plan some of the costs of administering the
Plan, participants will be given advance notice. Such a determination is not
presently contemplated by the Corporation.
IX. FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS
17. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN?
All participants are urged to consult their own tax advisors
to determine the particular tax consequences, including consequences under state
and local tax laws, which may result from their participation in the Plan and
the subsequent disposal by them of the Common Stock purchased pursuant to the
Plan. A general description of federal tax consequences to a Plan participant
under Internal Revenue Service rulings applicable to dividend reinvestment plans
similar to the Plan is set forth below.
Reinvested Dividends. In the case of reinvested dividends,
when the Plan Administrator acquires shares for a participant's account directly
from the Corporation, the participant will be considered to have received a
dividend for federal income tax purposes equal to the fair market value of the
shares purchased with the reinvested dividends. The tax basis of such shares
will also equal the fair market value of the shares on the Investment Date. The
holding period of such shares will begin on the day following the Investment
Date.
Alternatively, when the Plan Administrator purchases Common
Stock for a participant's account on the open market with reinvested dividends,
the participant will be considered to have received a dividend for federal
income tax purposes equal to the fair market value of the shares purchased with
the reinvested dividends plus that portion of any brokerage commissions paid by
the Plan Administrator which are attributable to the purchase of the
participant's shares. The tax basis of such shares will also equal the fair
market value of the shares acquired for the participant's account plus that
portion of the brokerage commissions and other service charges paid by the
Corporation which are attributable to such shares. The holding period of such
shares will begin on the day following the date on which the shares are credited
to the participant's account.
Optional Cash Payments. In the case of shares acquired by the
Plan Administrator with Optional Cash Payments directly from the Corporation,
the participant will be considered to have received a dividend equal to the
amount of the excess, if any, of the fair market value of the purchased shares
on the Investment Date over the amount of the optional cash payment. The tax
basis of such shares will equal the amount of the optional cash payment plus
such excess, if any. The holding period of such shares will begin on the day
following the Investment Date.
In the case of shares acquired on the open market with
optional cash payments, a participant will be considered to have received a
dividend equal to (i) the excess, if any, of the fair market value of shares
purchased with the optional cash payment on the participant's behalf over the
amount of the optional cash payment, plus (ii) that portion of the brokerage
commissions and other service charges, if any, paid by the Corporation which are
attributable to such shares. The tax basis of such shares will equal the sum of
(i) the amount of such excess, if any, (ii) the amount of the optional payment,
and (iii) the allocable portion of the brokerage fees and other service charges,
if any, paid by the Corporation. The holding period of such shares will begin on
the day following the date on which the shares are credited to the participant's
account.
Additional Information. For federal income tax purposes, the
fair market value of shares acquired for the participant's account either with
reinvested dividends or optional cash payments will be equal to 100% of the
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average of the high and low sales prices of shares of the Corporation's Common
Stock as reported by the NASDAQ National Market System as of the date the shares
are acquired for the participant's account (See Question 12).
The dividend income received by a corporate shareholder
generally will be eligible for a 70% dividend's- received deduction subject to
the conditions and restrictions of the Internal Revenue Code.
A participant will not realize any taxable income upon receipt
of certificates for whole shares credited to the participant's account, either
upon the participant's withdrawal of certain of those shares or upon termination
of participation in, or termination of, the Plan. However, gain or loss may be
recognized when the participant sells or exchanges shares previously received. A
participant must recognize gain or loss upon receipt of a cash payment for a
fractional share equivalent credited to the participant's account upon
termination of participation in, or termination of, the Plan. In either event,
the amount of gain or loss will be the difference between the amount that the
participant received for the shares or a fractional share equivalent and the tax
basis therefor.
18. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED TO
PARTICIPANTS IN THE PLAN?
If you, as a participant in the Plan, fail to provide and
certify your Federal taxpayer identification number or social security number to
the Plan Administrator, you may be subject to a withholding tax on dividend
payments, and the Plan Administrator will reinvest dividends net of the required
amount of tax withheld.
X. REPORTS TO PARTICIPANTS
19. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
As soon as practical after each purchase of Common Stock under
the Plan for your account, a statement of account will be mailed to you,
normally within 10 business days following the Investment Date. These statements
are your continuing record of current activity and cost of your purchases and
should be retained for tax purposes. In addition, you will receive copies of
communications sent to all holders of the Corporation's Common Stock, including
the Corporation's Quarterly Reports and Annual Reports to Shareholders, the
Notice of Annual Meeting and Proxy Statement and information you will need for
reporting your dividend income for Federal income tax purposes.
XI. DIVIDENDS
20. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES
HELD IN THEIR ACCOUNTS UNDER THE PLAN?
Yes. Dividends on all shares of Common Stock, including
fractional shares, credited to your Plan account, whether such shares were
purchased with reinvested dividends on shares held by you or with optional cash
payments, will be automatically reinvested in additional shares of Common Stock
until such shares are withdrawn from your Plan account.
XII. CERTIFICATES FOR SHARES
21. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
No. Certificates will not be issued to you for shares credited
to your Plan account unless you request the Plan Administrator in writing to do
so, whether upon termination of your participation in the Plan or otherwise, or
unless the Plan is terminated. Shares purchased through the Plan will be
credited to your Plan account, but they will not be registered in your name.
Shares of Common Stock purchased under the Plan and held by the Plan
Administrator will be registered in the name of the Plan Administrator's nominee
and credited to your Plan account. The number of shares credited to your Plan
account will be shown on the periodic statement of your account. This service
eliminates the need for safekeeping by you to protect against loss, theft or
destruction of stock certificates.
At any time, you may request in writing that the Plan
Administrator send you a certificate for all or part of the whole shares
credited to your Plan account. This request should be mailed to the Plan
Administrator at the address set forth in Question 7. Any remaining whole and
fractional shares will continue to be credited to your Plan account.
Certificates for fractional shares will not be issued under any circumstances.
Certificates for whole shares credited to your Plan account will normally be
issued within 10 business days of receipt by the Plan Administrator of your
written request.
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22. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED
TO PARTICIPANTS?
Plan accounts are maintained in the name in which your shares
are registered at the time you enroll in the Plan. Consequently, certificates
for whole shares purchased under the Plan will be similarly registered when
issued to you upon your request.
23. MAY SHARES IN A PLAN ACCOUNT BE PLEDGED?
No. Shares credited to your Plan account may not be pledged or
assigned and any such purported pledge or assignment shall be void. If you wish
to pledge or assign such shares, you must withdraw such shares from your Plan
account.
XIII. TERMINATION OF PARTICIPATION IN THE PLAN
24. HOW DOES A PARTICIPANT TERMINATE REINVESTMENT OF DIVIDENDS
UNDER THE PLAN?
You may direct the Plan Administrator in writing at any time
to discontinue the reinvestment of dividends on shares held of record by you.
This notice should be mailed to the Plan Administrator at the address set forth
in Question 7. Optional cash purchases may be made even after you have elected
to discontinue the reinvestment of dividends on shares registered in your name.
However, you are never obligated to make optional cash purchases.
If you elect to discontinue the reinvestment of dividends on
shares held of record in your name, you may either withdraw the whole shares of
Common Stock credited to your Plan account (see Question 26) or retain any or
all such shares in such account. Dividends on shares of Common Stock retained in
your Plan account will continue to be reinvested.
25. WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE
PLAN?
You may terminate your participation in the Plan at any time.
If your notice to discontinue reinvestments is received by the Plan
Administrator at least 5 business days before the record date for a particular
cash dividend, the next dividend will be paid to you in cash. If your notice to
discontinue reinvestment is received by the Plan Administrator less than 5
business days before the record date for a particular cash dividend, the next
dividend will be reinvested for your account. Thereafter, all dividends on
shares held of record by you will be paid to you in cash unless you elect to
enroll in the dividend reinvestment option of the Plan again, which you may do
at any time by submitting a new Enrollment Card.
Any optional cash payment which has been received by the Plan
Administrator prior to receipt of a notice to discontinue dividend reinvestment
will be invested in accordance with the Plan, unless return of the payment is
expressly requested in a notice received at least 5 business days prior to an
Investment Date.
XIV. WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
26. HOW DOES A PARTICIPANT WITHDRAW SHARES PURCHASED UNDER THE
PLAN?
You may withdraw all or a portion of the shares of Common
Stock credited to your Plan account by notifying the Plan Administrator in
writing, specifying the number of shares to be withdrawn. This notice should be
mailed to the Plan Administrator at the address set forth in Question 7.
Certificates for whole shares of Common Stock so withdrawn will be issued to
you, normally within 10 business days of receipt of your written request. In no
case will certificates for fractional shares be issued. If your notice of
withdrawal is not received by the Plan Administrator at least 5 business days
before the record date for a particular dividend, the next dividend will be
reinvested for your account. After you withdraw shares of Common Stock from your
Plan account, cash dividends on such shares will continue to be reinvested in
accordance with the Plan if you are enrolled under the "Dividend Reinvestment"
option of the Plan or, if not, will be paid to you in cash. THE WITHDRAWAL OF
SHARES FROM YOUR PLAN ACCOUNT DOES NOT CONSTITUTE TERMINATION OF PARTICIPATION
IN THE PLAN. TO TERMINATE PARTICIPATION IN THE PLAN, SEE QUESTIONS 24 AND 25.
You may, IF YOU WISH, also request that all of the shares,
both whole and fractional, credited to your Plan account be sold. Such request
must be in writing, signed by each person in whose name the Plan account appears
with signatures guaranteed by a member of the Securities Transfer Agents
Medallion Program (available at brokerage firms and most commercial banks and
trust companies). If such sale is requested, the Plan Administrator, within 10
business days after receiving the request, will execute a sale order for your
account through a broker. You will receive a check for the proceeds of the sale
less any brokerage commission, applicable withholding tax and any applicable
transfer tax incurred.
9
<PAGE> 13
27. WHAT HAPPENS TO ANY FRACTIONAL SHARE WHEN YOU SELL,
OR OTHERWISE WITHDRAW, ALL SHARES FROM YOUR PLAN ACCOUNT?
Any fractional share in your Plan account will be aggregated
with other fractional shares and sold by the Plan Administrator, and a cash
payment will be made for the sale price of such fractional share less any
applicable withholding tax and transfer tax incurred. The net proceeds for any
fractional share, together with any certificates for whole shares, will be
mailed to you.
XV. OTHER INFORMATION
28. What happens when you sell or transfer all of the shares
held of record in your name?
If you dispose of all the shares held of record in your name,
the dividends on the shares credited to your Plan account will continue to be
reinvested until you notify the Plan Administrator that you wish to withdraw all
shares of Common Stock credited to your Plan account.
29. WHAT HAPPENS WHEN YOU SELL OR TRANSFER SOME BUT NOT ALL OF
THE SHARES REGISTERED IN YOUR NAME?
If you are reinvesting the dividends on the shares registered
in your name and you dispose of a portion of such shares, the Corporation will
continue to reinvest the dividends on the remainder of the shares which are
registered in your name.
30. WHAT HAPPENS IF THE CORPORATION DECLARES A STOCK DIVIDEND
OR A STOCK SPLIT?
Shares of Common Stock distributed by the Corporation pursuant
to a stock dividend or a stock split with respect to shares of Common Stock
credited to your Plan account will be added to your account.
Shares distributed pursuant to a stock dividend or a stock
split with respect to shares of Common Stock registered in your name will be
mailed to you.
31. HOW WILL A PARTICIPANT'S SHARES HELD BY THE PLAN
ADMINISTRATOR BE VOTED AT SHAREHOLDERS' MEETINGS?
Shares held by the Plan Administrator for you will be voted as
you direct. A proxy card will be sent to you in connection with any annual or
special meeting of shareholders, as in the case of shareholders not
participating in the Plan. This proxy will apply to all shares credited to your
Plan account and, if properly signed, will be voted in accordance with the
instructions that you give on the proxy card.
As in the case of shareholders not participating in the Plan,
if no instructions are indicated on a properly signed and returned proxy card,
all of the shares credited to your Plan account will be voted in accordance with
the recommendations of the Corporation's Board of Directors. If the proxy card
is not returned or is returned unsigned, your shares would be voted only if you
or a duly appointed representative voted in person at the meeting.
32. WHAT ARE THE RESPONSIBILITIES OF THE CORPORATION AND THE
PLAN ADMINISTRATOR UNDER THE PLAN?
The Corporation and the Plan Administrator, in administering
the Plan, will not 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 failure to terminate a participant's account upon such
participant's death prior to receipt of notice in writing of such death, or any
claim with respect to the timing or the price of any purchase or sale.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE CORPORATION NOR THE PLAN
ADMINISTRATOR CAN ASSURE THEM OF A PROFIT OR PROTECT THEM AGAINST A LOSS ON
SHARES PURCHASED OR SOLD UNDER THE PLAN.
33. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Corporation reserves the right to suspend or terminate the
Plan at any time, including the period between a dividend record date and the
related dividend payment date. The Corporation also reserves the right to make
modifications to the Plan. Participants will be notified of any such suspension,
termination or modification. Upon a termination of the Plan, except in the
circumstances described below, any uninvested optional cash payments will be
returned, a certificate for whole shares credited to your Plan account will be
issued, and a cash payment will be made for any fractional share credited to
your account.
10
<PAGE> 14
In the event the Corporation terminates the Plan for the
purpose of establishing another dividend reinvestment and Common Stock purchase
plan, participants in the Plan will be enrolled automatically in such other plan
and shares credited to their Plan accounts will be credited automatically to
such other plan, unless notice is received to the contrary.
The Corporation also reserves the right to terminate any
shareholder's participation in the Plan at any time.
34. HOW MAY SHAREHOLDERS OBTAIN ANSWERS TO OTHER QUESTIONS
REGARDING THE PLAN?
Any additional questions should be addressed to:
American Stock Transfer & Trust Company
Attention Dividend Reinvestment Department
40 Wall Street, 46th Floor
New York, NY 10005
(800) 278-4353
35. HOW IS THE PLAN TO BE INTERPRETED?
The Plan, the Enrollment Card signed by participants and the
participant's accounts shall be governed by and construed in accordance with the
laws of Ohio and applicable state and Federal securities laws, and cannot be
modified orally. Any question of interpretation arising under the Plan will be
determined by the Corporation, and any such determination will be final.
The Corporation may adopt rules and regulations to facilitate
the administration of the Plan.
36. WHAT ARE SOME OF THE RESPONSIBILITIES OF PARTICIPANTS?
You will have no right to draw checks or drafts against your
Plan account or to give instructions to the Plan Administrator with respect to
any shares of Common Stock or cash held therein except as expressly provided
herein.
You should notify the Plan Administrator promptly in writing
of any change of address. Notices to participants will be given by letter
addressed to them at their last address of record with the Plan Administrator
under the Plan.
37. UNDER WHAT CIRCUMSTANCES WILL SHARES BE PURCHASED FROM THE
CORPORATION OR ON THE OPEN MARKET?
Prior to the record date for any dividend payment date, the
Board of Directors of the Corporation may by resolution determine the maximum
number of authorized but unissued shares, or treasury shares, of Common Stock
that the Corporation will sell to the Plan Administrator under the Plan on such
dividend payment date. Such limitation will remain in effect for each subsequent
dividend payment date unless the Board of Directors, prior to a dividend record
date, adopts a further resolution eliminating the limitation or amending the
maximum number previously determined. If on any dividend payment date the Plan
Administrator would be unable to purchase sufficient shares from the Corporation
to satisfy the requirements of the Plan for that dividend payment date, the Plan
Administrator will purchase the required shares in excess of those sold by the
Corporation for that dividend payment date on the open market. In purchasing
shares for any such dividend payment date, the Plan Administrator will first
apply reinvested dividends to purchase shares and will then apply optional cash
payments to purchase the additional required shares. Open market purchases will
be made as soon as possible after the applicable dividend payment date, but not
more than 5 business days after such date.
38. CAN ADJUSTMENTS BE MADE IN THE NUMBER OF SHARES SUBJECT TO
THE PLAN?
The shares of Common Stock registered for use in the Plan are
subject to adjustment as follows:
a. In the event that a dividend shall be declared upon the
Common Stock payable in shares of said stock, the number of shares of Common
Stock available for issuance pursuant to the Plan shall be adjusted by adding
thereto the number of shares which would have been distributed thereon if such
shares had been outstanding on the date fixed for determining the shareholders
entitled to receive such stock dividend.
11
<PAGE> 15
b. In the event that the outstanding shares of Common Stock
shall be changed into or exchanged for a different number or kind of shares of
stock or other securities of the Corporation or of another corporation, whether
through reorganization, recapitalization, stock split-up, combination of shares,
merger or consolidation, then there shall be substituted for the shares
available for issuance pursuant to the Plan, the number and kind of shares of
stock or other securities which would have been substituted therefor if such
shares had been outstanding on the date fixed for determining the shareholders
entitled to receive such changed or substituted stock or other securities.
c. In the event there shall be any change, other than
specified above, in the number or kind of outstanding shares of Common Stock or
of any stock or other securities into which such Common Stock shall be changed
or for which it shall have been exchanged, then if the Board of Directors of the
Corporation shall determine, in its discretion, that such change equitably
requires an adjustment in the number or kind of shares which are available for
issuance pursuant to the Plan, such adjustment shall be made by the Board of
Directors and shall be effective and binding for all purposes of the Plan.
d. No adjustment or substitution provided for herein shall
require the Corporation to issue or to sell a fractional share under the Plan
and the total adjustment or substitution may be limited accordingly.
USE OF PROCEEDS
In the event shares of Common Stock are sold to the Plan
(either as newly issued shares or shares issued out of the Corporation's
Treasury account), the Corporation intends to apply the proceeds received in
such sales for its general corporate purposes. The Corporation does not know
precisely the number of shares of its Common Stock that it will ultimately sell
under the Plan or the prices at which those shares will be sold. In the event
shares of the Common Stock are purchased by the Plan in the open market or in
privately negotiated transactions, the Corporation will not receive any proceeds
from such purchases.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The articles of incorporation and code of regulations of the
Corporation provide for the indemnification of the Corporation's directors and
officers against liabilities arising by reason of their positions as directors
or officers of the Corporation to the full extent permitted by Ohio law.
Section 1701.13 of the General Corporation Law of Ohio permits
indemnification of directors and officers by a corporation under certain
circumstances and also permits a corporation to purchase and maintain liability
insurance on behalf of directors and officers. The Corporation maintains a
Directors and Officers Liability Insurance Policy.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, the Corporation has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.
EXPERTS
The consolidated financial statements of Second Bancorp,
Incorporated, incorporated by reference in the Corporation's annual report on
Form 10-K for the year ended December 31, 1996, have been audited by Ernst &
Young, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
The legality of the shares of Common Stock to be sold pursuant
to the Plan has been passed upon by the firm of Harrington, Hoppe & Mitchell,
Ltd., counsel for the Corporation. John L. Pogue, a partner in the firm, serves
as a Director of the Corporation.
12
<PAGE> 16
==============================================
CONTENTS
Page
Available Information ................ 1
Documents Incorporated by Reference .. 1
The Corporation ...................... 2
The Plan ............................. 2
Purpose ............................ 2
Participation Options .............. 2
Advantages ......................... 2
Administration ..................... 3
Participation ...................... 3
Purchases .......................... 5
Optional Cash Purchases ............ 6
Federal Income Tax Consequences .... 7
Reports to Participants ............ 8
Dividends .......................... 8
Certificates for Shares ............ 8
Termination of Participation ....... 9
Withdrawal of Shares ............... 9
Other Information .................. 10
Use of Proceeds ...................... 12
Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities ........................ 12
Experts .............................. 12
Legal Matters ........................ 12
----------
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY
THE SECURITIES COVERED BY THIS PROSPECTUS IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT
THERE HAS NOT BEEN ANY CHANGE IN THE AFFAIRS
OF THE CORPORATION SINCE THE DATE HEREOF.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS,
OTHER THAN AS CONTAINED HEREIN, IN CONNECTION
WITH THE OFFER DESCRIBED HEREIN, AND IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON.
==============================================
==============================================
__________
SECOND BANCORP, INC.
__________
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
----------
PROSPECTUS
__________
__________________
==============================================
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate of the expenses which will be
incurred in connection with the issuance and distribution of the Common Stock
being registered:
To be borne by the Corporation:
<TABLE>
<S> <C> <C>
Plan Administrator's Fees and Service Charges ............... $ 5,000.00*
Printing .................................................... 3,000.00
Legal Fees .................................................. 10,000.00
Accounting Fees ............................................. 4,000.00
Blue Sky Fees ............................................... 200.00*
----------
Total .............................................. $22,200.00
</TABLE>
- - --------
*Estimated for the one year period from the date of the Prospectus.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of the Corporation and the
Regulations of the Corporation provide in substance that the Corporation shall
indemnify, to the full extent permitted by the laws of the State of Ohio, any
director, officer, employee or agent of the Corporation for any costs or
expenses incurred by him in his capacity, or arising out of his status, as a
director, officer, employee or agent of the Corporation. Such indemnification
shall not be deemed exclusive of any other rights to which any person
indemnified may be entitled, as a matter of law or otherwise, and shall inure to
the benefit of the heirs, executors and administrators of any such person.
Section 1701.13(E) of the General Corporation Law of the State
of Ohio (which is applicable to the Corporation) permits a corporation to
indemnify its officers and directors and to pay their expenses subject to
certain limitations and exceptions.
The Corporation has purchased a liability insurance policy
which insures directors and officers of the Corporation against certain
liabilities which might be incurred by them in such capacities.
ITEM 16. EXHIBITS
NUMBER DESCRIPTION
- - ------ -----------
3(i) Articles of Incorporation, as amended (Filed as Exhibit 3.1 to the
Corporation's Post- Effective Amendment No. 1 to the Form S-3
Registration Statement No. 33-4226 filed with the Commission on
August 25, 1995, and incorporated by reference herein.)
3(ii) Code of Regulations, as amended (Filed as Exhibit 3.1 to the
Corporation's Post-Effective Amendment No. 1 to the Form S-3
Registration Statement No. 33-4226 filed with the Commission on
August 25, 1995, and incorporated by reference herein.)
4.1 Form of Common Stock Certificate (Filed as Exhibit 4.1 to the
Corporation's Post- Effective Amendment No. 1 to the Form S-3
Registration Statement No. 33-4226 filed with the Commission on
August 25, 1995, and incorporated by reference herein.)
II-1
<PAGE> 18
NUMBER DESCRIPTION
- - ------ -----------
4.2 Form of Enrollment Card (Filed as Exhibit 4.2 to the Corporation's
Post-Effective Amendment No. 1 to the Form S-3 Registration
Statement No. 33-4226 filed with the Commission on August 25, 1995,
and incorporated by reference herein.)
5.1 Opinion of Harrington, Hoppe & Mitchell, Ltd. as to legality of
securities being registered
23.1 Consent of Harrington, Hoppe & Mitchell, Ltd. (included in Exhibit
5.1)
23.2 Consent of Ernst & Young, LLP
24.1 Power of Attorney
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) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in 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.
(b) The undersigned Corporation hereby undertakes that for the purpose
of determining any liability under the Securities Act, each filing of the
Corporation's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Second Bancorp, Inc., certifies that it has reasonable grounds to believe that
it meets all 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 Warren, State of Ohio, on the _____ day of
February, 1998.
SECOND BANCORP, INC.
By: s/Alan G. Brant
----------------------
Alan G. Brant
Chairman and President
s/David L. Kellerman
-----------------------
David L. Kellerman
Treasurer (Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the _____ day of February, 1998.
Alan G. Brant John A. Anderson
Director and Principal Executive Officer Director
R. J. Wean, III Norman C. Harbert
Director Director
J. C. Gibson Robert J. Webster
Director Director
John L. Pogue
Director
By: s/John L. Pogue
----------------------------
John L. Pogue, Attorney-in-fact
II-3
<PAGE> 20
INDEX TO EXHIBITS
Number Description
- - ------ -----------
3(i) Articles of Incorporation, as amended (Filed as Exhibit 3.1 to the
Corporation's Post-Effective Amendment No. 1 to the Form S-3
Registration Statement No. 33-4226 filed with the Commission on August
25, 1995, and incorporated by reference herein.)
3(ii) Code of Regulations, as amended (Filed as Exhibit 3.1 to the
Corporation's Post- Effective Amendment No. 1 to the Form S-3
Registration Statement No. 33-4226 filed with the Commission on August
25, 1995, and incorporated by reference herein.)
4.1 Form of Common Stock Certificate (Filed as Exhibit 4.1 to the
Corporation's Post- Effective Amendment No. 1 to the Form S-3
Registration Statement No. 33-4226 filed with the Commission on August
25, 1995, and incorporated by reference herein.)
4.2 Form of Enrollment Card (Filed as Exhibit 4.2 to the Corporation's
Post-Effective Amendment No. 1 to the Form S-3 Registration Statement
No. 33-4226 filed with the Commission on August 25, 1995, and
incorporated by reference herein.)
5.1 Opinion of Harrington, Hoppe & Mitchell, Ltd. as to legality of
securities being registered.
23.1 Consent of Harrington, Hoppe & Mitchell, Ltd. (included in Exhibit 5.1)
23.2 Consent of Ernst & Young
24.1 Power of Attorney
<PAGE> 1
Exhibit 5.1
February ___, 1998
Second Bancorp, Inc.
108 Main Avenue, S.W.
Warren, Ohio 44481
RE: Second Bancorp, Inc.
Dividend Reinvestment and
Common Stock Purchase Plan
Registration Statement on Form S-3
Gentlemen:
We have acted as your counsel in connection with the amendment
of the Corporation's Dividend Reinvestment and Common Stock Purchase Plan (the
"Plan") pursuant to which the Corporation will issue up to 250,000 shares of its
Common Stock, no par value (the "Common Shares").
We have examined such documents, records and matters of law as
we have deemed necessary for purposes of this opinion, and based thereupon, we
are of the opinion that the Common Shares, upon their issuance in accordance
with the terms of the Plan, will be duly authorized, validly issued, fully paid,
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Form S-3 Registration Statement covering these Common Shares to be filed
by the Corporation under the Securities Act of 1933, as amended, and to the
reference to us under the caption "Legal Matters" in the prospectus comprising a
part of such Registration Statement.
Very truly yours,
HARRINGTON, HOPPE & MITCHELL, LTD.
Michael G. Marando, Partner
<PAGE> 1
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) pertaining to the Dividend Reinvestment and
Common Stock Purchase Plan and related Prospectus of Second Bancorp, Inc. for
the registration of 250,000 shares of its common stock and to the incorporation
by reference therein of our report dated January 23, 1997, with respect to the
consolidated financial statements of Second Bancorp, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Cleveland, Ohio
February 6, 1998
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
SECOND BANCORP, INCORPORATED
Know all men by these presents, that each person whose
signature appears below constitutes and appoints John L. Pogue and Michael G.
Marando and each of them such person's true and lawful attorney-in-fact and
agent, with full power of substitution and revocation, for such person and in
such person's name, place and stead, in any and all capacities, to sign one or
more Registration Statements pursuant to the Securities Act of 1933, as amended,
with respect to the registration of shares of Second Bancorp, Incorporated's
Common Stock to be issued from time to time pursuant to Second Bancorp,
Incorporated's Dividend Reinvestment and Common Stock Purchase Plan and any and
all amendments (including post-effective amendments) thereto, and to file the
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent and
each of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
WITNESS the due execution hereof by the following persons in
the capacities indicated on this 29th day of July, 1997.
/s/ Alan G. Brant /s/ John A. Anderson
- - ------------------------------ -------------------------------
Alan G. Brant, Director and John A. Anderson, Director
Principal Executive Officer
/s/ R.J. Wean, III /s/ Norman C. Harbert
- - ------------------------------ -------------------------------
R. J. Wean, III, Director Norman C. Harbert, Director
/s/ J.C. Gibson /s/ Robert J. Webster
- - ------------------------------ -------------------------------
J. C. Gibson, Director Robert J. Webster, Director
/s/ John L. Pogue
- - ------------------------------
John L. Pogue, Director
