<PAGE> 1
REGISTRATION NO.
--------------
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1998
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------
COMMERCIAL NATIONAL FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
MICHIGAN 38-2799780
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 NORTH PINE RIVER STREET
ITHACA, MICHIGAN 48847
(Address of Principal executive offices) (Zip Code)
COMMERCIAL NATIONAL FINANCIAL CORPORATION
1991 STOCK OPTION PLAN
(Full title of the plan)
JEFFREY S. BARKER, PRESIDENT
101 N. PINE RIVER STREET
ITHACA, MI 48847
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
517/875-4144
================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (3) OFFERING PRICE (3) FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON SHARES 50,000 SH (1) $39.50 (2) $1,975,000 (2) $582.63
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) PLUS SUCH INDETERMINATE NUMBER OF ADDITIONAL SHARES AS MAY BE REQUIRED TO BE
ISSUED IN THE EVENT OF AN ADJUSTMENT AS A RESULT OF AN INCREASE IN THE NUMBER OF
ISSUED SHARES OF COMMON STOCK RESULTING FROM A SUBDIVISION OF SUCH SHARES, THE
PAYMENT OF STOCK DIVIDENDS OR CERTAIN OTHER CAPITAL ADJUSTMENTS.
(2) ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE.
(3) THE SHARES WHICH ARE TO BE OFFERED ON AN OPTION BASIS WILL BE OFFERED AT A
PRICE OF NOT LESS THAN 100% OF THE FAIR MARKET VALUE OF THE SHARES OF COMMON
STOCK OF COMMERCIAL NATIONAL FINANCIAL CORPORATION (THE "COMPANY") AT THE DATE
OF OPTION GRANT. THE FILING FEE HAS BEEN CALCULATED PURSUANT TO RULE 457(h)(1)
AND 457(c).
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8, THE CONTENTS OF REGISTRATION
STATEMENT NO. 33-39772 ARE INCORPORATED HEREIN BY REFERENCE.
<PAGE> 2
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Ithaca, State of Michigan, on May 11,
1998.
COMMERCIAL NATIONAL FINANCIAL CORPORATION
By: /s/Jeffrey S. Barker
-------------------------------------
Jeffrey S. Barker, President and
Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Jeffrey S. Barker President May 11, 1998
- ----------------------------------------- (Principal Executive
Jeffrey S. Barker Officer) and Director
/s/ Patrick G. Duffy Vice President & Chief May 11, 1998
- --------------------------------------- Financial Officer (Principal
Patrick G. Duffy Financial and Accounting Officer)
/s/ Richard F. Abbott Director May 11, 1998
- ---------------------------------------
Richard F. Abbott
/s/ Jefferson P. Arnold Director May 11, 1998
- ---------------------------------------
Jefferson P. Arnold
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Don J. Dewey Director May 11, 1998
- --------------------------------------
Don J. Dewey
/s/ David A. Ferguson Director May 11, 1998
- --------------------------------------
David A. Ferguson
/s/ Kenneth R. Luneack Director May 11, 1998
- --------------------------------------
Kenneth R. Luneack
/s/ Kim C. Newson Director May 11, 1998
- --------------------------------------
Kim C. Newson
/s/ Howard D. Poindexter Chairman of the Board May 11, 1998
- -------------------------------------- and Director
Howard D. Poindexter
/s/ Russell M. Simmet Director May 11, 1998
- -------------------------------------
Russell M. Simmet
/s/ Joseph B. Simon Director May 11, 1998
- -------------------------------------- --
Joseph B. Simon
/s/ Scott E. Sheldon Director May 11, 1998
- -------------------------------------
Scott E. Sheldon
</TABLE>
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Page
------ ----
<S> <C> <C>
5 Opinion of Foster, Swift, Collins & Smith, P.C.
regarding the legality of securities being registered 5
23(a) Consent of Crowe, Chizek and Company LLP 6
23(b) Consent of Foster, Swift, Collins & Smith, P.C.
(included in Exhibit 5)
</TABLE>
<PAGE> 1
Exhibit 5
(517) 371-8100
May 6, 1998
Commercial National Financial Corporation
101 N. Pine River Street
Ithaca, MI 48847
Gentlemen:
RE: Registration Statement on Form S-8
In connection with the proposed registration of 50,000 shares
of common stock of Commercial National Financial Corporation (the "Corporation")
covered by the above-captioned Registration Statement, we have examined the
Corporation's Articles of Incorporation, Bylaws, Corporate Minute Book and the
Registration Statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 on or about May 11, 1998.
Based upon such examination and upon examination of such other
instruments and records as we deem necessary, we are of the opinion that:
1. The Corporation has been duly incorporated under the laws
of the State of Michigan, and is validly existing and in good standing under the
laws of that state.
2. The 50,000 shares of common stock covered by this
Registration Statement have been legally authorized and when such shares have
been duly delivered against payment therefore as contemplated by the Commercial
National Financial Corporation 1991 Stock Option Plan, such shares will be
legally issued, fully paid and nonassessable.
<PAGE> 2
Commercial National Financial Corporation
May 6, 1998
Page 2
This opinion is furnished for use as an exhibit to the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit.
Very truly yours,
FOSTER, SWIFT, COLLINS & SMITH, P.C.
/s/ Foster, Swift, Collins & Smith, P.C.
<PAGE> 1
EXHIBIT 23(a)
[CROWE CHIZEK LOGO]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Commercial National Financial Corporation on Form S-8, of our report dated
February 6, 1998 on the consolidated financial statements of Commercial
National Financial Corporation, which report is included in the 1997 Annual
Report on Form 10-K of Commercial National Financial Corporation.
Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
South Bend, Indiana
May 7, 1998
