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REGISTRATION NO. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CNB FINANCIAL CORP.
.............................................................................................................
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
New York 22-3203747
..................................................... ...................................................
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24 Church Street, Canajoharie, New York 13317
..................................................... ...................................................
(Address of Principal Executive Offices) (Zip Code)
CNB Financial Corp. Incentive Stock Option Plan
.............................................................................................................
(Full title of the plan)
Donald L. Brass, President and Chief Executive Officer
24 Church Street, Canajoharie, New York 13317
.............................................................................................................
(Name and address of agent for service)
(518) 673-3243
.............................................................................................................
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share* price* fee
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Common Stock, $1.25 199,900 shares $19.5625 $3,910,543.80 $1153.61
par value per share
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* Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee and based upon the average high and low prices reported by the
Nasdaq National Market on October 27, 1998.
Exhibit Index on page 4.
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Page 1 of 6
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by CNB Financial Corp. (the "Company")
(Exchange Act File No. 000-23730) with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference and made a part hereof:
(a) Annual Report on Form 10-K for the year ended December 31, 1997, filed
with the Commission on March 31, 1998;
(b) Quarterly Reports on Forms 10-Q for the quarterly periods ended March
31, 1998 and June 30, 1998, filed with the Commission on May 15, 1998
and August 14, 1998, respectively;
(c) Periodic Report on Form 8-K, filed with the Commission on March 5,
1998; and
(d) The descriptions of the Company's Common Stock contained in the
Company's registration statements filed under section 12 of the
Securities Exchange Act of 1934, including any amendments or reports
filed for the purpose of updating such descriptions.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Page 2 of 6
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ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Under the New York Business Corporation Law ("NYBCL"), a corporation may
indemnify its directors and officers made, or threatened to be made, a party to
any action or proceeding, except for stockholder derivative suits, if such
director or officer acted in good faith, for a purpose which he or she
reasonably believed to be in or, in the case of service to another corporation
or enterprise, not opposed to, the best interests of the corporation, and, in
criminal proceedings, had no reasonable cause to believe his or her conduct was
unlawful. In the case of stockholder derivative suits, the corporation may
indemnify a director or officer if he or she acted in good faith for a purpose
which he or she reasonably believed to be in or, in the case of service to
another corporation or enterprise, not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of (i) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (ii) any claim, issue or matter as to which such person has been adjudged
to be liable to the corporation, unless and only to the extent that the court in
which the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.
Any person who has been successful on the merits or otherwise in the
defense of a civil or criminal action or proceeding will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any indemnification under the NYBCL pursuant to
the above paragraph may be made only if authorized in the specific case and
after a finding that the director or officer met the requisite standard of
conduct by (i) the disinterested directors if a quorum is available, (ii) the
board upon the written opinion of independent legal counsel or (iii) the
stockholders.
The indemnification described above under the NYBCL is not exclusive of
other indemnification rights to which a director or officer may be entitled,
whether contained in the certificate of incorporation or bylaws or when
authorized by (i) such certificate of incorporation or bylaws; (ii) a resolution
of stockholders, (iii) a resolution of directors or (iv) an agreement providing
for such indemnification, provided that no indemnification may be made to or on
behalf of any director or officer if a judgment or other final adjudication
adverse to the director or officer establishes that his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled.
The foregoing statement is qualified in its entirety by reference to
Sections 715, 717, 721 through 725 of the NYBCL.
Article V of the Bylaws of the Company provides that the Company shall
indemnify any person made, or threatened to be made, a party to an action, suit
or proceeding,
Page 3 of 6
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whether criminal, civil, administrative or investigative, by reason of the fact
that he is or was a director or officer of the Corporation, or served any other
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise at the request of the corporation while he was such a director or
officer, to the fullest extent permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of the Company, previously filed with the
Commission as Exhibit B to the Company's Registration Statement on
Form S-4 (No. 33-45522) and incorporated herein by reference.
4.2 Amendment to the Certificate of Incorporation of the Company
4.3 Amendment to the Certificate of Incorporation of the Company
4.4 Amendment to the Certificate of Incorporation of the Company
4.5 Bylaws of the Company, previously filed with the Commission as Exhibit
C to the Company's Registration Statement on Form S-4 (No. 33-45522)
and incorporated herein by reference.
4.6 CNB Financial Corp. Incentive Stock Option Plan.
5.1 Opinion of Bond, Schoeneck & King, LLP as to the validity of certain
shares being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Bond, Schoeneck & King, LLP (included in Exhibit 5.1).
24 Power of Attorney (included at page 6 of this Registration Statement).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of
Page 4 of 6
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distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(b) 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.
(c) 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.
2. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) 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.
3. 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 Act and will be
governed by the final adjudication of such issue.
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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-8, and has duly caused the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Canajoharie, New York on the 19th day of October, 1998.
CNB FINANCIAL CORP.
By: /s/ DONALD L. BRASS
-------------------------------
Donald L. Brass
President and CEO
Each person whose signature appears below hereby authorizes Donald L.
Brass, as attorney-in-fact, to execute in the name of such person and to file
this registration statement (including any changes that he may deem necessary or
appropriate) and any amendments, including post-effective amendments, hereto.
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.
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SIGNATURES TITLE DATE
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/s/ DONALD L. BRASS President and CEO; Director October 19, 1998
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Donald L. Brass
/s/ PETER J. CORSO Executive Vice President October 19, 1998
- ----------------------------- and Chief Financial Officer
Peter J. Corso
/s/ J. CARL BARBIC Director October 19, 1998
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J. Carl Barbic
/s/ DAVID J. NOLAN Director October 19, 1998
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David J. Nolan
/s/ VAN NESS D. ROBINSON Director October 19, 1998
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VanNess D. Robinson
/s/ ALLEN H. SAMUELS Director October 19, 1998
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Allen H. Samuels
/s/ JOSEPH A. SANTANGELO Director October 19, 1998
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Joseph A. Santangelo
/s/ JOHN P. WOODS, JR. Director October 19, 1998
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John P. Woods, Jr.
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EXHIBIT 4.2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CNB FINANCIAL CORP.
Under Section 805 of the Business Corporation
Law of the State of New York
The undersigned, Donald L. Brass and Lawrence G. Knudsen, being the
President and CEO and Secretary, respectively, of CNB Financial Corp. (the
"Corporation"), certify that:
1. The name of the Corporation is CNB Financial Corp.
2. The Certificate of Incorporation of the Corporation was filed with the
New York Department of State on January 13, 1992.
3. The fourth paragraph of the Certificate of Incorporation of the
Corporation is amended to change the par value of each share of Common Stock
from $5.00 per share to $2.50 per share in connection with a two-for-one stock
split. The total number of authorized shares of Common Stock is currently five
million (5,000,000) and will not change as a result of this Amendment.
Presently, there are 1,328,344 shares of Common Stock ($5.00 per share par
value) outstanding which will be converted into 2,656,688 shares of Common Stock
($2.50 per share par value) pursuant to a two-for-one stock split of the Common
Stock. Presently, there are 3,671,656 shares of unissued Common Stock ($5.00 par
value), and following the amendment and two-for-one stock split there will be
2,343,312 shares of unissued Common Stock ($2.50 par value).
The stated value and the capital amounts of the Corporation shall not
change as a result of this Amendment.
To effect the foregoing, the fourth paragraph of the Certificate of
Incorporation of the Corporation is amended to read in its entirety as follows:
4. The aggregate number of shares which the Corporation shall have
authority to issue is five million (5,000,000) shares, all of
which shall be Common Shares having a par value of $2.50 per
share.
4. This Amendment was authorized and approved by the Board of Directors
followed by the affirmative vote of the holders of over a majority of all
outstanding shares entitled to vote thereon at a meeting of the shareholders of
the Corporation duly called and held on October 13, 1994 in accordance with the
New York Business Corporation Law.
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IN WITNESS WHEREOF, the undersigned have signed this Certificate of
Amendment of the Certificate of Incorporation this 9th day of November, 1994 and
affirm the statements contained herein are true under penalties of perjury.
/s/ DONALD L. BRASS
-------------------------------------
Donald L. Brass
President and Chief Executive Officer
/s/ LARRY G. KNUDSEN
-------------------------------------
Larry G. Knudsen
Secretary
EXHIBIT 4.3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CNB FINANCIAL CORP.
Under Section 805 of the Business Corporation
Law of the State of New York
The undersigned, Donald L. Brass and Holly C. Craver, being the President
and Secretary, respectively, of CNB Financial Corp. (the "Corporation"), certify
that:
1. The name of the Corporation is CNB Financial Corp.
2. The Certificate of Incorporation of the Corporation was filed with the
New York Department of State on January 13, 1992.
3. The fourth paragraph of the Certificate of Incorporation of the
Corporation is amended to change the total number of authorized shares of Common
Stock from five million (5,000,000) to ten million (10,000,000) all of which
shall have a par value of $2.50 per share. The par value per share will not
change as a result of this Amendment. Prior to this Amendment there were
3,840,009 shares of Common Stock issued and outstanding ($2.50 par value per
share) and 1,159,991 shares of Common Stock authorized but unissued ($2.50 par
value per share). Following the Amendment there will be 3,840,009 shares of
Common Stock issued and outstanding ($2.50 par value per share) and 6,159,991
shares of Common Stock authorized but unissued ($2.50 par value per share).
The stated value and the capital accounts of the Corporation shall not
change as a result of this Amendment.
To effect the foregoing, the fourth paragraph of the Certificate of
Incorporation of the Corporation is amended to read in its entirety as follows:
4. The aggregate number of shares which the Corporation shall have
authority to issue shall be ten million (10,000,000) shares, all
of which shall be Common Shares having a par value of $2.50 per
share.
4. This Amendment was authorized and approved by the Board of Directors
followed by the affirmative vote of the holders of over a majority of all
outstanding shares
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entitled to vote thereon at a meeting of the shareholders of the Corporation
duly called and held in accordance with the New York Business Corporation Law.
IN WITNESS WHEREOF, the undersigned have signed this Certificate of
Amendment of the Certificate of Incorporation this 22nd day of May, 1998 and
affirm the statements contained herein are true under penalties of perjury.
/s/ DONALD L. BRASS
-------------------------------------
Donald L. Brass
President and Chief Executive Officer
/s/ HOLLY C. CRAVER
-------------------------------------
Holly C. Craver
Secretary
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EXHIBIT 4.4
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CNB FINANCIAL CORP.
Under Section 805 of the Business Corporation
Law of the State of New York
The undersigned, Donald L. Brass and Holly C. Craver, being the President
and Secretary, respectively, of CNB Financial Corp. (the "Corporation"), certify
that:
1. The name of the Corporation is CNB Financial Corp.
2. The Certificate of Incorporation of the Corporation was filed with the
New York Department of State on January 13, 1992.
3. The fourth paragraph of the Certificate of Incorporation of the
Corporation is amended to change the par value of the Common Stock from $2.50
per share to $1.25 per share in connection with a two-for one stock split, and
to change the total number of authorized shares of Common Stock from ten million
(10,000,000) to twenty million (20,000,000). Prior to this Amendment there were
3,840,008 shares of Common Stock issued and outstanding ($2.50 par value per
share), which will be converted into 7,680,016 shares of Common Stock ($1.25 par
value per share) pursuant to a two-for-one split of the Common Stock. Prior to
this Amendment there were 6,159,992 authorized but unissued shares of Common
Stock ($2.50 par value per share), and following the Amendment there will be
12,319,984 authorized but unissued shares of Common Stock ($1.25 par value per
share).
The stated value and the capital accounts of the Corporation shall not
change as a result of this Amendment.
To effect the foregoing, the fourth paragraph of the Certificate of
Incorporation of the Corporation is amended to read in its entirety as follows:
4. The aggregate number of shares which the Corporation shall have
authority to issue shall be twenty million (20,000,000) shares,
all of which shall be Common Shares having a par value of $1.25
per share.
4. This Amendment was authorized and approved by the Board of Directors
followed by the affirmative vote of the holders of over a majority of all
outstanding
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shares entitled to vote thereon at a meeting of the shareholders of the
Corporation duly called and held in accordance with the New York Business
Corporation Law.
IN WITNESS WHEREOF, the undersigned have signed this Certificate of
Amendment of the Certificate of Incorporation this 2nd day of October, 1998 and
affirm the statements contained herein are true under penalties of perjury.
/s/ DONALD L. BRASS
-------------------------------------
Donald L. Brass
President and Chief Executive Officer
/s/ HOLLY C. CRAVER
-------------------------------------
Holly C. Craver
Secretary
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EXHIBIT 4.6
CNB FINANCIAL CORP.
INCENTIVE STOCK OPTION PLAN
1. Preamble and Purpose. This sets forth the terms of the CNB Financial
Corp. Incentive Stock Option Plan ("Plan"), as adopted by the Board of Directors
of CNB Financial Corp. ("Corporation") on December 20, 1993, and approved by the
shareholders of the Corporation on May 19, 1994. The purpose of the Plan is to
encourage stock ownership by eligible employees of the Corporation, or of any of
its Subsidiaries, so that the interests of such employees will be closely
associated with the interests of shareholders by reinforcing the relationship
between shareholder gains and employee compensation. Stock ownership will be
encouraged by granting to eligible employees, under this Plan, the right to
purchase shares of the common stock of the Corporation.
2. Eligibility. The executive officers and other key employees of the
Corporation, and of its Subsidiaries, shall be eligible to participate in the
Plan. Participants shall be selected by the Personnel Committee based upon such
facts as the eligible employee's past and potential contributions to the
success, profitability, and growth of the Corporation.
3. Definitions. As used in this Plan,
(a) "Board of Directors" shall mean the Board of Directors of the
Corporation.
(b) "Common Stock" shall mean the Common Stock, par value $5.00 per
share, of the Corporation.
(c) "Disinterested Director" shall mean a member of the Board of
Directors who has not, at any time within one year prior to the member's
participating in the administration of the Plan, received stock, stock
options, stock appreciation rights or any other equity security of the
Corporation pursuant to the Plan or any other plan of the Corporation or
its affiliates.
(d) "Eligible Employees" shall mean persons who are at the time the
officers (including officers who are members of the Board of Directors) and
other key employees of the Corporation or of any of its Subsidiaries.
(e) "Market Value per Share" shall mean, at any date, the fair market
value per share of the shares of Common Stock, as determined in good faith
by the Personnel Committee.
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(f) "Optionee" shall mean the optionee named in an agreement
evidencing an Outstanding Option.
(g) "Option Right" shall mean the right to purchase a share of Common
Stock upon exercise of an Outstanding Option.
(h) "Outstanding Option" shall mean, at any time, an option to
purchase shares of Common Stock granted pursuant to this Plan, to the
extent that such option at such time has not been exercised and has not
terminated, determined without regard to whether or not such option is at
the time exercisable.
(i) "Personnel Committee" shall mean the Personnel Committee of the
Board of Directors.
(j) "Subsidiary" shall mean any corporation in which (at the time of
determination) the Corporation owns or controls, directly or indirectly, 50
percent or more of the total combined voting power of all classes of stock
issued by the corporation.
4. Shares Available Under Plan.
(a) The shares of Common Stock which may be made the subject of Option
Rights pursuant to this Plan may be treasury shares or shares of original
issue or a combination of the foregoing.
(b) Subject to adjustments in accordance with Paragraph 7 of this
Plan, the maximum number of shares of Common Stock which may be sold upon
the exercise of Option Rights granted pursuant to this Plan shall be 50,000
shares of Common Stock which are made available for sale by virtue of this
Plan.
5. Grants of Option Rights. The Personnel Committee may, from time to time
and upon such terms and conditions as it may determine, authorize the granting
of Option Rights to Eligible Employees. Each such grant may utilize any or all
of the authorizations, and shall be subject to all of the limitations, contained
in the following provisions:
(a) Each grant shall specify the number of shares of Common Stock to
which it pertains.
(b) Each grant shall specify an option price per share not less than
the Market Value per Share on the date the Option Right is granted.
(c) Successive grants may be made to the same Eligible Employee
whether or not any Option Rights previously granted to such Eligible
Employee remain unexercised.
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No Eligible Employee, however, may be granted under this Plan, in the aggregate,
more than 10,000 Option Rights, subject to adjustment pursuant to Paragraph 7 of
this Plan.
(d) Option Rights granted under this Plan are intended to qualify as
"incentive stock options" under particular provisions of the Internal
Revenue Code of 1986, as amended.
(e) The date of grant of each Option Right shall be the date of its
authorization by the Personnel Committee. No Option Right shall be
exercisable earlier than six months from the date of grant nor later than
10 years from such date of grant.
(f) Upon exercise of an Option Right, the option price shall be
payable (i) in cash, (ii) by the transfer to the Corporation by the
Optionee of shares of Common Stock with a value (Market Value per Share
times the number of shares) equal to the total option price, or (iii) by a
combination of such methods of payment.
(g) Each grant of Option Rights shall be evidenced by an agreement
executed on behalf of the Corporation by any officer designated by the
Personnel Committee for this purpose and delivered to and accepted by the
Eligible Employee and shall contain such terms and provisions, consistent
with this Plan, as the Personnel Committee may approve.
(h) No Option Rights shall be granted hereunder to any Optionee that
would allow the aggregate fair market (determined at the time the Option
Rights are granted) of the stock subject of all post-1986 incentive stock
options, including the incentive stock option in question, which such
Optionee may exercise for the first time during any calendar year, to
exceed $100,000. The term "post-1986 incentive stock options" shall mean
all Option Rights, which are intended to be "incentive stock options" under
the Internal Revenue Code, granted on or after January 1, 1987 under any
stock option plan of the Corporation or its Subsidiaries. If the
Corporation shall ever be deemed to have a "parent," as such term is used
in Section 422 of the Internal Revenue Code, then Stock Options intended to
be "incentive stock options" under the Internal Revenue Code, granted after
January 1, 1987, under such parent's stock option plans, shall be included
with the terms of the definition of "post-1986 incentive stock options".
6. Transferability. No Option Right shall be transferable by an Optionee
other than by will or the laws of descent and distribution. Option Rights shall
be exercisable during the Optionee's lifetime only by the Optionee.
7. Adjustments. The Personnel Committee may make or provide for such
adjustments in the maximum numbers of shares of Common Stock specified in
Paragraphs 4(b) and 5(c) of this Plan, in the numbers of shares of Common Stock
covered by Option Rights granted hereunder, and in the prices per share
applicable under such Option Rights, as the Personnel Committee in its sole
discretion, exercised in good faith, may determine is equitably
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required to prevent dilution or enlargement of the rights of Optionees that
otherwise would result from any stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the
Corporation, merger, consolidation, spin-off, reorganization, partial or
complete liquidation, issuance of rights or warrants to purchase securities, or
any other corporate transaction or event having an effect similar to any of the
foregoing.
8. Fractional Shares. The Corporation shall not be required to issue any
fractional share of Common Stock pursuant to this Plan. The Personnel Committee
may provide for the elimination of fractions or for the settlement of fractions
in cash.
9. Administration of the Plan.
(a) This Plan shall be administered by members of the Personnel
Committee who are Disinterested Directors. The Personnel Committee may from
time to time delegate all or any part of its authority under this Plan to a
"Stock Option Committee" consisting of not less than three members of the
Personnel Committee who are Disinterested Directors. To the extent of such
delegation, references herein to the Personnel Committee shall include the
"Stock Option Committee." No Option Right shall be granted to any member of
the Personnel Committee or the "Stock Option Committee" so long as
membership continues.
(b) The interpretation and construction by the Personnel Committee of
any provision of this Plan or of any agreement evidencing the grant of
Option Rights and any determination by the Personnel Committee pursuant to
any provision of this Plan or of any such agreement shall be final and
conclusive. No member of the Personnel Committee shall be liable for any
such action or determination made in good faith.
10. Amendments, Termination, Etc.
(a) This Plan may be amended from time to time by the Board of
Directors, provided that no such amendment shall (i) increase the maximum
numbers of shares of Common Stock specified in Paragraphs 4(b) and 5(c) of
this Plan (except that adjustments authorized by Paragraph 7 of this Plan
shall not be limited by this provision), or (ii) change the definition of
"Eligible Employees", without further approval by the stockholders of the
Corporation.
(b) The Personnel Committee may, with the concurrence of the affected
Optionee, cancel any agreement evidencing Option Rights granted under this
Plan. In the event of such cancellation, the Personnel Committee may
authorize the granting of new Option Rights (which may or may not cover the
same number of shares which had been the subject of the prior agreement) in
such manner, at such option price and subject to the same terms, conditions
and discretions as, under this Plan, would have been applicable had the
cancelled Option Rights not been granted.
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(c) In the case of any Option Right not immediately exercisable in
full, the Personnel Committee in its discretion may accelerate the time at
which the Option Right may be exercised.
(d) Notwithstanding any other provision of the Plan to the contrary,
(i) the Plan may be terminated at any time by appropriate action of the
Board of Directors, and (ii) the Plan shall terminate on December 19, 2003
without further action of the Board of Directors.
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Exhibit 5.1
October 30, 1998
CNB Financial Corp.
24 Church Street
Canajoharie, New York 13317
Ladies and Gentlemen:
We have acted as counsel to CNB Financial Corp., a New York Corporation
(the "Company") in connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed with the United States Securities and Exchange
Commission with respect to the CNB Financial Corp. Incentive Stock Option Plan
(the "Plan").
In rendering this opinion, we have examined and relied upon originals or
copies, authenticated or certified to our satisfaction, of such corporate
records of the Company, communications or certifications of public officials,
communications with or certificates of officers, directors and representatives
of the Company, and such other documents as we have deemed necessary to the
issuance of the opinion set forth herein. In making this examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
tendered to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
Based upon the foregoing, it is our opinion that the shares of the
Company's Common Stock, par value $1.25 per share registered pursuant to the
Registration Statement and offered by the Company pursuant to the Plan will be,
assuming that such shares are validly authorized at the time of issuance and
assuming that no change occurs in the applicable law or pertinent facts, when
paid for in full by the participant and issued in accordance with the Plan,
legally issued, fully paid and non-assessable.
We hereby consent to the use of this letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ BOND, SCHOENECK & KING, LLP
--------------------------------
EXHIBIT 23.1
The Board of Directors
CNB Financial Corp.
We consent to incorporation by reference in the Registration Statement on Form
S-8 of CNB Financial Corp. related to the CNB Financial Corp. Incentive Stock
Option Plan of our report dated February 2, 1998, relating to the consolidated
balance sheet of CNB Financial Corp. and subsidiaries as of December 31, 1997,
and the related consolidated statements of income, changes in stockholders'
equity and cash flows for the year ended December 31, 1997, which report appears
in the December 31, 1997, annual report of Form 10-K of CNB Financial Corp.
/s/ KPMG PEAT MARWICK LLP
Albany, New York
November 2, 1998
