As filed with the Securities and Exchange Commission on October 3, 2001.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
OHIO 34-1371693
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION
NUMBER)
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20 SOUTH BROAD STREET
CANFIELD, OH 44406
(330)533-3341
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
FRANK L. PADEN IT IS REQUESTED THAT COPIES OF
PRESIDENT AND SECRETARY COMMUNICATIONS BE SENT TO:
FARMERS NATIONAL BANC CORP. CHARLES D. NIEHAUS
20 SOUTH BROAD STREET COOPER & WALINSKI, LPA
CANFIELD, OH 44406 5630 N. MAIN STREET
(330)533-3341 SYLVANIA, OH 43560
(419)882-0594
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(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [x]
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant to Rule 462 (b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462
(c) under the Securities Act, please 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
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Proposed Proposed
Amount Maximum Maximum
to be Offering Price Aggregate Amount of
Title of each Class of Registered (1) Per Share (2) Offering Price (2) Registration Fee
Securities to be Registered
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Common Stock, $0.00 par value 750,000 shares $10.14 $7,605,000 $1901.25
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(1) The shares registered on this form are in addition to the shares previously registered.
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 (c) under based on the average of the bid and asked price of the Common Stock as of October 2, 2001.
PROSPECTUS
750,000 SHARES
FARMERS NATIONAL BANC CORP.
COMMON STOCK
(NO PAR VALUE)
AMENDED DIVIDEND REINVESTMENT PLAN
The Amended Dividend Reinvestment Plan (the "Plan") of Farmers National Banc Corp. (the "Corporation") provides a convenient and economical way for the Corporation's shareholders to purchase additional shares of the Corporation's no par value Common Stock (the "Common Stock").
Under the Plan, shares of the Corporation will be purchased using dividend proceeds. The Shares will be purchased in the open market (if available) and directly from the Corporation. The purchase price of the Common Stock purchased from the Corporation will be the weighted average purchase price reported in the market of the Corporation's shares during the twenty calendar days prior to the Dividend Record Date. The purchase price for shares of Common Stock purchased in the open market will be the cost (including brokerage commissions) to the Agent of such purchases. The purchase price per share to all participants will be based upon the weighted average of the prices of all shares purchased.
As of the date of this Prospectus, there is no established public trading market for the Common Stock of the Corporation. Shares of the Corporation's Common Stock are not traded on any national or regional exchange. Shares are traded through a number of brokerage firms and are reported through the NASDAQ pink sheets.
Farmers National Bank of Canfield (the "Bank"), a wholly-owned subsidiary of the Company, has been designated as the Administrator of the Plan.
This Prospectus relates to 750,000 shares of no par value Common Stock of the Corporation registered for purchase under the Plan. It is suggested that this Prospectus be retained for future reference.
THE COMMON STOCK OF THE CORPORATION OFFERED HEREBY IS NOT THE OBLIGATION OF OR GUARANTEED OR ENDORSED BY ANY BANK. IT DOES NOT CONSTITUTE A BANK DEPOSIT. IT IS NOT FEDERALLY INSURED OR PROTECTED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENTAL AGENCY. INVESTMENT IN COMMON STOCK OF THE CORPORATION, AS WITH ANY INVESTMENT IN COMMON STOCK, INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS OCTOBER 3, 2001
THE CORPORATION
The Corporation is a one-bank holding company registered under the Bank Holding Company Act of 1956, as amended. The only subsidiary is The Farmers National Bank of Canfield (the "Bank"), which was acquired on March 31, 1983. The Corporation and its subsidiary operate in one industry, domestic banking. The Corporation conducts no business activities except for investment in securities permitted under the Bank Holding Company Act. Bank holding companies are permitted under Regulation Y of the Board of Governors of the Federal Reserve System to engage in other activities such as leasing and mortgage banking.
The executive office of the Corporation is located at 20 South Broad Street, P.O. Box 555, Canfield, Ohio, 44406 (Telephone (330) 533-3341).
The Amended Dividend Reinvestment Plan (the "Plan") of Farmers National Banc Corp. (the "Corporation") is set forth below in its entirety:
DESCRIPTION OF THE PLAN
Purpose
The purpose of the Plan is to provide record holders of the Corporation's Common Stock with a convenient and economical method of purchasing additional shares of Common Stock by automatically reinvesting the cash dividends received on their shares of Common Stock. The Plan also provides, with discretion and approval of the Board of Directors, to permit shareholders of record who become participants in the Plan to make optional cash payments of a maximum of $1,000 per calendar quarter for investment in Common Stock. Shares of Common Stock to be purchased under the Plan may be made available by the Corporation from treasury shares, authorized but unissued shares or may be purchased for participants in the open market, at the Corporation's option. See "Purchase of Shares." Shares of Common Stock purchased from the Corporation's treasury shares or authorized but unissued shares will provide the Corporation with additional funds for general corporate purposes. The Corporation will receive no proceeds from purchases by the Plan of any shares in the open market. The Board of Directors can limit or suspend the Plan at any time, in its discretion.
Advantages of the Plan
During implementation of the Plan, at the Board's discretion, shareholders of record who enroll in the Plan will have all cash dividends on their shares of Common Stock automatically reinvested in shares of Common Stock. The price of all shares of Common Stock purchased under the Plan will be based on the market value of the shares. Participants in the Plan will not incur any brokerage commissions, fees or service charges in connection with purchases of shares from the Corporation under the Plan. Participants in the Plan will incur brokerage commission, fees or service charges in connection with purchase of shares on the open market under the plan. The Plan permits cash dividends to be fully invested because fractions of shares, as well as full shares, of Common Stock are credited to participants' accounts under the plan. In addition, cash dividends paid on whole shares, and any fraction of a share, of Common Stock credited to a participant's account are reinvested in the same manner.
Participants in the Plan may have the opportunity to make optional cash payments to the Plan, up to a maximum of $1,000 per calendar quarter, to be invested in shares of Common Stock in the same manner as reinvested dividends. The Board of Directors may further limit such cash payments on a per investor or pro-rata per share basis. See "Supplemental Investments."
Shareholders are cautioned that the Plan does not represent a change in the Corporation's dividend policy or a guarantee of future dividends, which will continue to depend upon the Corporation's earnings, financial requirements and other factors.
Administration of the Plan
The Corporation will appoint an independent agent from time to time (the "Agent"), to execute purchases and sales of Common Stock on behalf of the Plan and its participants. The Agent will be a registered broker-dealer or bank as defined in Section 3(a) (5) of the Securities Exchange Act of 1934. The Agent will not be an affiliate of the Corporation, and neither the Corporation nor any affiliate of the Corporation will exercise any direct or indirect control or influence over the times when or the prices at which, the Agent may purchase the Corporation's Common Stock for the Plan, the amount of Common Stock to be purchased, or the manner in which the Common Stock is to be purchased. The Farmers National Bank of Canfield, a banking corporation organized under the laws of the United States and a wholly-owned subsidiary of the Corporation will administer the Plan for participants, keep records, send statements of account to Participants and perform other clerical and ministerial duties relating to the plan. Shares of Common Stock purchased under the Plan are registered in the name of the Bank or its nominee, as custodian and credited to participants' accounts under the Plan.
Although shares purchased under the Plan are registered in the name of the Bank or its nominee, shareholders will continue to hold their current shares in their own names and should not transfer any shares to the Bank.
Eligibility
All record holders of shares of Common Stock are eligible to participate in the Plan, except as described in this section. The Corporation reserves the right to deny participation in the Plan to any shareholder who resides in a jurisdiction having laws or regulations that impose conditions upon the Plan which are unacceptable to the Corporation, or who fails to provide documentation acceptable to the Corporation of his or her state or country (if other than the United States) of residence. Consequently, the Plan may not be available to shareholders who live in certain states or in countries other than the United States. A shareholder of record who wishes to participate in the Plan must certify his or her state or country of residence in the Authorization Form accompanying this Prospectus and agree to notify the Bank if such state or country of residence changes. Upon receipt of the Authorization Form, the Bank will notify the shareholder within a reasonable time if the Plan is not available in the state or country in which the shareholder resides.
Entry Into the Plan
A holder of record of shares of Common stock may enroll in the Plan at any time by completing and signing the enclosed Authorization Form and returning it to the Bank. Once enrolled in the Plan, a participant will continue to be enrolled without further action, unless the participant moves to a state or country in which the Plan is not available or gives written notice to the Bank that the participant wishes to withdraw from participation. See "Withdrawal from the Plan."
Authorization Form
The Authorization Form authorizes the Bank to receive (or pay over to the Agent if shares will be purchased in the open market) the participating shareholder's cash dividends on all or a portion of shares of Common Stock registered in the participant's name and the shares credited to the participant's account under the Plan, and directs the Bank (or Agent if shares will be purchased in the open market) to invest such dividends in shares of Common Stock under the Plan.
A participant may elect to reinvest cash dividends paid on all or a portion of the shares of Common Stock held of record by the participant in the Plan or credited to the participant's account under the Plan, by designating the participant's election on the Authorization Form. Participants electing partial reinvestment of cash dividends must designate the number of whole shares for which they want to receive cash dividends. Dividends paid on all other shares held of record by the participant and all shares credited to the participant's account under the Plan will be reinvested in additional shares of Common Stock.
Reinvestment levels may be changed from time to time as a participant desires by submitting a new Authorization Form to the Bank. To be effective with respect to a particular Dividend Record Date, any such change must be received by the Bank before such Dividend Record Date.
If a participant specifies full reinvestment, cash dividends paid on shares of Common Stock held of record by the participant in the Plan and all shares credited to the participant's account under the Plan will be reinvested in additional shares of Common Stock. If a participant specifies partial reinvestment, that portion of such dividend payment not being reinvested will be sent to the participant by check or direct deposit in the usual manner.
A beneficial owner of shares of Common Stock whose shares are registered in the name of a bank, broker or nominee and who wishes to participate in the Plan must become a shareholder of record by having the shares transferred into his or her own name.
Commencement of Dividend Reinvestment
Record dates for determining the record holders of Common Stock entitled to receive cash dividends declared on the Common Stock ("Dividend Record Dates") are chosen from time to time by the Corporation's Board of Directors and are customarily in the months of March, June, September and December of each year (the "Dividend Months") . If a shareholder's Authorization Form is received by the Bank before a Dividend Record Date, the reinvestment of the
shareholder's dividends will commence with the payment of that dividend ("Dividend Payment Date"). If the Authorization Form is received by the Bank on or after such Dividend Record Date, the reinvestment of dividends will not start until the next Dividend Payment Date. Dividend Record Dates will vary from time to time, and may be chosen in months other than March, June, September and December. A shareholder can minimize the possibility of missing a desired entry date by delivering an Authorization Form to the Bank before the first day of a Dividend Month in which the shareholder desires to commence participation in the Plan.
Supplemental Investments
Participants in the Plan may invest in shares of Common stock under the Plan by making optional cash payments ("Supplemental Investments"). The Board of Directors may limit the aggregate amount of Supplemental Investments as well as individual Supplemental Investments. Such limits will be established with notice provided to participants prior to a Dividend Record Date. A participant's Supplemental Investments may not however exceed $1,000 per calendar quarter (any three-month period ending March 31, June 30, September 30 or December 31).
Supplemental Investments must be received by the Bank no later than three business days prior to a Dividend Record Date to be invested on the Dividend Payment Date. Otherwise, the Supplemental Investment will be held by the Bank and invested on the next Dividend Payment Date. See "Purchase of Shares." Shares of Common Stock purchased with Supplemental Investments will be held, and the dividends from such shares will be reinvested, in the same manner as all other shares purchased through the Plan.
A shareholder may make an initial Supplemental Investment by enclosing a check or money order with the Authorization Form when enrolling. Thereafter, Supplemental Investments may be made by forwarding a check or money order to the Bank together with a payment form which will accompany each statement of account. All checks and money orders for Supplemental Investments should be made payable to "Farmers National Bank of Canfield, Administrator for the Farmers National Banc Corp. Dividend Reinvestment Plan." Participants in the Plan have no obligation to make Supplemental Investments, and may cease or resume making Supplemental Investments at any time.
NO INTEREST WILL BE PAID ON AMOUNTS HELD PENDING SUPPLEMENTAL INVESTMENTS. Investors should transmit Supplemental Investments so as to reach the Bank shortly (but not less than three business days) before a Dividend Record Date.
Supplemental Investments received by the Bank will be transmitted to a segregated escrow account for the benefit of the participants. The escrow account will not be subject to any liens, any creditor claims, any bankruptcy proceedings if the Corporation files for bankruptcy, or any other claims against the Corporation. Supplemental Investment will be transmitted to the escrow account by the opening of business on the next business day if the funds are received before noon, and by noon of the next business day if the funds are received after noon.
If shares of Common Stock are not purchased within 30 days of the Dividend Payment Date, the Bank will mail to each participant a check in the amount of any such unapplied Supplemental Investments, without interest. See "Purchase of Shares."
Any Supplemental Investment will be refunded if a written request for a refund is received by the Bank no later than 48 hours prior to the Dividend Payment Date on which the Supplemental Investment would otherwise be invested. However, no refund of a check or money order will be made until the funds have been actually received by the Bank. Accordingly, such refunds may be delayed several weeks from the original date of the request.
The Corporation, by its Board of Directors and from time to time, may limit the total cash contributions to or discontinue the Supplemental Investment Option under the Plan. Each participant will receive a notice from the Corporation when and if the Board of Directors determines to limit or discontinue the Supplemental Investment Option. Supplemental Investments received by the Bank which are not applied due to a limitation or discontinuance of the Supplemental Investment Option will be returned to each participant in the same manner as if no shares of Common Stock were purchased.
Payment for Dividends by the Corporation to the Bank
As and when dividends are paid on the Common Stock, the Corporation will promptly pay to the Bank all dividends payable in respect of all shares of Common stock held of record by participants in the Plan and all shares credited to participants' accounts under the Plan, subject to any applicable tax withholding requirements. See "Federal Income Tax Consequences."
Purchase of Shares
Shares of Common Stock purchased under the Plan by Participants will be acquired either directly from the Corporation, in which event the shares will be either authorized but unissued shares or shares held in the Corporation's treasury ("Additional Shares"), or on the open market, or by a combination of the foregoing at the option of the Corporation.
For purchases made in the open market, on each Dividend Payment Date, the Bank will pay over to the agent the dividend received in accordance with "Payment for Dividends by the Corporation to the Bank" above, together with all Supplemental Investments received at least three business days before the Dividend Record Date. See "Payment for Dividends by the Corporation to the Bank" and "Supplemental Investments." The Agent will use these funds to purchase shares of Common Stock on that Dividend Payment Date or as promptly as practicable thereafter, but in no event not more than thirty (30) days after the payment date.
The Corporation's intent is to purchase Shares in the open market, if possible, and to supplement such purchases, if necessary, with purchases directly from the Corporation. Notwithstanding the foregoing, the Corporation may not change its intention to purchase in the open market more than once in any three-month period. In addition, the Corporation may not change such determination unless the Corporation's Board of Directors or Chief Financial Officer documents that the Corporation's need to raise additional capital has changed, or that there is another valid reason for such change.
If at any time the Corporation determines not to make Additional Shares available for purchase under the Plan and the Agent is unable to purchase shares of Common Stock in the open market neither the Corporation nor the Bank shall have any liability to any participant arising out
of the inability to make purchases at such time. Notwithstanding the foregoing, if shares of Common Stock are not purchased within 30 days after a Dividend Payment Date, the Bank will mail to each participant a check in the amount of any such unapplied cash dividends and Supplemental Investments, without interest.
Price of Shares
The purchase price of the Common Stock purchased from the Corporation will be the weighted average purchase price of the Corporation's shares in trades effected during the twenty calendar days prior to the Dividend Record Date. (A "weighted average" purchase price takes into account the number of shares purchased at a particular price.) In the event that there have been no trades effected during such period of time, the purchase price of the Common Stock purchased from the Corporation will be the weighted average purchase price used in the most recent purchase of shares from the Corporation under the Plan. Open market purchases will be made as soon as possible after the applicable Dividend Payment Date, but not more than 30 days after such date. The purchase price for shares of Common Stock purchased in the open market will be the cost (including brokerage commissions) to the Agent of such purchases. The purchase price per share to all participants will be based upon the weighted average of the prices of all shares purchased.
Allocation of Shares
Shares of Common Stock purchased with reinvested dividends and Supplemental Investments will be allocated by the Bank among the computerized accounts of all participants in the Plan. The number of shares that will be allocated to a participant's account following any Dividend Payment Date will depend on the amount of the participant's dividends and Supplemental Investments (if any) available for investment on such date and the purchase price of the shares. Each participant's account will be credited with a number of shares (including fractions computed to four decimal places) equal to the total funds to be invested for the participant, divided by the applicable purchase price (also computed to four decimal places).
Costs of Participation
There will be no brokerage commissions or service charges to participants for purchases under the Plan when shares are purchased from the Corporation. Participants will be charged the actual cost (including brokerage commission) for Common Stock purchased on the open market. Open market purchases must be made as soon as practicable on or after the Dividend Payment Date but in no circumstances more than 30 days after such date. The purchase price to the participants for shares purchased in the open market will be the cost (including brokerage commissions, if any) to the Agent. The purchase price to all participants shall be the weighted average of the prices of all shares purchased.
Reports to Participants
Each participant in the Plan will receive statements of account which lists all purchases credited to the participant's account during a calendar quarter as well as cumulative account information. These statements are a participant's record of the costs of the purchases of Common
Stock made for the participant's account under the Plan and should be retained for income tax purposes. Each participant will also receive the most current Prospectus for the Plan and all communications sent to the Corporation's shareholders, including the Corporation's quarterly and annual reports, notices of meetings of shareholders and proxy statements.
Issuance of Certificates to Participants
Shares of Common Stock purchased under the Plan for the accounts of participants will be registered in the name of the Bank, or one of its nominees. Certificates for such shares will not be issued to participants unless requested. This custodial service will help to protect participants against the risk of loss, theft or destruction of stock certificates.
Certificates for any number of whole shares credited to a participant's account under the Plan will be issued at any time upon the participant's written request to the Bank. Any remaining whole shares and fractions of shares will continue to be credited to the participant's account. Certificates for fractions of shares will not be issued under any circumstances. A participant will receive cash payment in lieu of any fractional share credited to the participant's account in the event of withdrawal from or termination of the Plan. See "Withdrawal from the Plan" and "Amendment and Termination of the Plan."
A participant's account under the Plan will be maintained in the name in which the participant's shares of Common Stock were registered at the time the participant enrolled in the Plan. Certificates issued at the participant's request will be similarly registered, and dividends paid on shares represented by such certificates will continue to be reinvested in accordance with the Plan.
Shares credited to a participant's account under the Plan may not be pledged. A participant who wishes to pledge shares credited to the participant's account must request certificates for such shares from the Bank.
Gift/Transfer of shares within the Plan
If a participant wishes to transfer the ownership of all or part of the participant's shares held under the Plan to a Plan account for another person, whether by gift, private sale or otherwise, the participant may effect such transfer by mailing a properly completed Gift/Transfer Form, along with an executed stock power and an Authorization Form completed by the transferee to the Bank. Transfers of less than all of the participant's shares must be made in whole share amounts. No fraction of a share may be transferred unless the participant's entire account is transferred. Requests for transfer are subject to the same requirements as for the transfer of Common Stock certificates. Gift/Transfer Forms, Stock Power Forms and Authorization Forms are available upon request from the Bank.
Shares so transferred will continue to be held by the Bank under the Plan. An account will be opened in the name of the transferee, if he or she is not already a participant and such transferee will automatically be enrolled in the Plan. The transferee will receive a statement showing the number of shares transferred to and held in the transferee's Plan account.
Stock Dividends and Stock Splits
Any stock dividends or split shares distributed by the Corporation on shares of Common Stock credited to a participant's account under the Plan will be added to the participant's account. Stock dividends or split shares distributed on shares registered in a participant's name will be mailed directly to the participant in the same manner as to shareholders who are not participating in the Plan.
Voting of Shares Held Under the Plan
Participants in the Plan are entitled to direct the voting of all whole shares of Common Stock credited to their respective accounts. Prior to each meeting of the Corporation's shareholders, each participant in the Plan will be sent a request for voting instructions which will enable the Participant to instruct the Bank with respect to the voting of the participant's shares on each matter to be considered and voted upon at such meeting. If the request form is returned to the Bank properly signed and marked for voting, all whole shares credited to the participant's Plan account will be voted as marked. If no instructions are received on a properly signed and returned request form with respect to any item thereon, all of such shares will be voted in accordance with the recommendations of the Corporation's management, just as for non-participating shareholders who return proxies and do not provide instructions. If the request form is not returned or is returned unsigned, none of such shares will be voted.
A participant who wishes to attend a meeting of the Corporation's shareholders and vote shares of Common Stock credited to the participant's Plan account in person must request a proxy from the Bank before the meeting. The Bank's proxy will entitle the participant to vote in person all whole shares of Common Stock credited to the participant's Plan account.
Shares of Common Stock registered in a participant's own name may be voted in person or by proxy in the same manner as shares held by non-participating shareholders, and the voting of such shares will not be affected by the foregoing voting procedures applicable to shares held by the Bank under the Plan.
Withdrawal from the Plan
A participant may withdraw from the Plan at any time by notifying the
Bank in writing that the participant wishes to withdraw from participation. A
participant will not be able, however, to re-enter the plan for a period of one
(1) year following his or her withdrawal. All certificates or cash payments
described below will be sent to the withdrawing participant within 30 days from
the Bank's receipt of such notice of withdrawal.
Upon a participant's withdrawal from the Plan, the participant will be sent a certificate for all whole shares, and a cash payment for any fraction of a share, credited to the participant's account under the Plan as of the date of withdrawal. The cash payment for a fraction of a share will be based upon the purchase price of the Corporation's Common Stock under the Plan for the immediately preceding quarter.
Amendment and Termination of the Plan
The Board of Directors of the Corporation reserves the right to amend, modify, suspend or terminate the Plan at any time. All participants will receive, within a reasonable time, a notice of any such material amendment or modification or of any suspension or termination. No suspension, amendment or termination of the Plan will affect any previously executed transaction.
Upon the termination of the Plan, each participant will receive a certificate for all whole shares, and a cash payment for any fraction of a share, credited to the participant's account under the Plan as of the date of termination. The cash payment for a fraction of a share will be based upon the purchase price of the Corporation's Common Stock under the Plan for the immediately preceding quarter.
Federal Income Tax Consequences
In general, a participant in the Plan will have the same federal income tax consequences as other holders of Common Stock with respect to dividends payable on shares credited to the participant's Plan account and on shares held by the participant directly. Under Internal Revenue Service rulings applicable to dividend reinvestment plans similar to the Plan, a participant will be treated for federal income tax purposes as having received, on each Dividend Payment Date which includes the payment of dividends, a dividend equal to the full amount of the cash dividend payable on such date with respect to the shares credited to the participant's Plan account and the shares held by the participant directly even though that amount is not actually received by the participant in cash but, instead, is applied to the purchase of shares for the participant's account.
The tax basis of shares acquired under the Plan will be the purchase price for the shares as determined herein. For shares acquired directly from the Corporation under the Plan, the holding period begins the day after the applicable Dividend Payment Date. For shares acquired in the open market under the Plan, the holding period begins on the purchase date.
A participant will not realize any taxable income upon receipt of certificates for whole shares credited to the participant's account under the Plan, either upon the participant's request for such certificates or upon withdrawal from or termination of the Plan. However, a participant who receives the proceeds of a sale of any whole share sold for the participant upon the participant's withdrawal from the Plan, or who receives a cash payment for a fractional share credited to the participant's account upon withdrawal from or termination of the Plan, will realize gain or loss measured by the difference between the amount of the cash received and the price at which the whole or fractional share was credited to the participant's account. Such gain or loss will be capital in character if the whole or fractional share was a capital asset in the hands of the participant.
In the case of a foreign shareholder who elects to have his or her dividends reinvested and whose dividends are subject to United States income tax withholding, an amount equal to the dividends payable to such shareholder, less the amount of tax required to be withheld, will be applied to the purchase of shares of Common Stock under the Plan.
THE DISCUSSION OF TAX CONSEQUENCES SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. EACH PARTICIPANT IS URGED TO CONSULT HIS OR HER TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES THAT MAY RESULT FROM THEIR PARTICIPATION IN THE PLAN, AND THE SUBSEQUENT DISPOSAL OF SHARES PURCHASED PURSUANT TO THE PLAN, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER TAX LAWS.
Responsibility of the Corporation and the Bank Under the Plan
The Corporation and the Bank, 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 failure to terminate a participant's account upon the participant's death prior to receipt of written notice of such death.
Participants should recognize that neither the Corporation nor the Bank can assure them of a profit or protect them against a loss on the shares purchased under the Plan.
Correspondence Regarding the Plan
All correspondence regarding the Plan should be addressed to:
FARMERS NATIONAL BANK OF CANFIELD
20 South Broad St.
P. O. Box 555
Canfield, Ohio 44406
Attention: Carl D. Culp,
Executive Vice President and CFO
330-533-3341
Please refer to the Farmers National Banc Corp. Amended Dividend Reinvestment Plan on all correspondence.
USE OF PROCEEDS
The Corporation has no basis for estimating precisely either the number of shares of Common Stock that ultimately may be sold pursuant to the Plan or the prices at which such shares will be sold. However, the Corporation proposes to use the net proceeds from the sale of Common Stock pursuant to the Plan, when and as received, to increase the Corporation's capital and for other general corporate purposes. The net proceeds from the sale of shares of Common Stock purchased in the open market pursuant to the Plan will be applied to the purchase price and expenses of acquiring such shares in the market.
TRADING MARKET
There is at present no established public trading market for the Corporation's Common Stock and no assurance can be given that a market will develop in the future. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the presence in the marketplace of both willing buyers and willing sellers of the stock at any given time and such presence is, in turn, dependent upon the individual decisions of the purchasers and sellers over which neither the Corporation nor any broker or market maker has control.
DESCRIPTION OF COMMON STOCK
The holders of common stock are entitled to receive dividends when, as and if declared by the Board of Directors out of any funds legally available therefor, and are entitled upon liquidation after claims of creditors to receive pro rata the net assets of the Corporation. The holders of common stock are entitled to one vote for each share held and are vested with all of the voting power of the shares. The common stock has no conversion rights. Holders of common stock are generally entitled to pre-emptive rights, subject to certain exceptions described in Article XIII of the Corporation's Articles of Incorporation. Those exceptions include the issuance or offering of Securities pursuant to the terms of a duly adopted dividend reinvestment plan as described. Holders of common stock are not entitled to cumulative voting rights in the election of directors. The shares of common stock issued or to be issued upon receipt of payment therefor by the Corporation, in accordance with the terms set forth in the Plan, will be validly issued, fully paid and non-assessable.
On March 29, 2001, the Shareholders approved an increase in the authorized number of shares available to the Corporation to 25,000,000 shares. The Amendment was adopted and approved by the Shareholders and the Board of Directors in accordance with the Articles of Incorporation and Code of Regulations of the Corporation and Ohio General Corporation Law.
LEGAL OPINION
Certain legal matters related to the Common Stock offered hereby will be passed upon for the Corporation by Cooper & Walinski, LPA, 5630 N. Main Street, Sylvania, Ohio, 43560 (419) 882-0594. Neither contingent fees nor any interest in the Corporation of any nature will be received by any named experts or counsel for services rendered in connection with this registration.
EXPERTS
The audited consolidated financial statements of the Corporation incorporated by reference in this Prospectus and elsewhere in the Registration Statement have been audited by Hill, Barth & King LLC, independent public accountants, as indicated in their reports with respect thereto and are incorporated herein in reliance upon the authority of such firm as experts in giving such reports.
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Corporation pursuant to the foregoing provisions, the Corporation has been informed 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.
AVAILABLE INFORMATION
Farmer's National Banc Corp. (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 Securities and Exchange Commission (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 Commission's regional offices formerly at 7 World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material may be obtained by mail from the Public Reference Section of the Commission, 450 Fifth Street, N.W. Washington, D.C. 20549 at prescribed rates. The Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of such site is http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents and information filed by the Corporation with the Commission are hereby incorporated by reference in this Prospectus:
(i) Annual Report on Form 10-K filed for its most recent fiscal year;
(ii) Quarterly Reports on Form 10-Q filed since its most recent Annual Report on Form 10-K;
(iii) Proxy Statement filed in connection with its most recent Annual Meeting of Stockholders; and
All documents subsequently filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
The Corporation will provide upon oral or written request and without charge to each person to whom this Prospectus is delivered a copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits to such documents). Written requests should be directed to:
Farmers National Bank of Canfield 20 South Broad Street P. O. Box 555 Canfield, Ohio 44406 Attn: Carl D. Culp, Executive Vice President and Chief Financial Officer (330) 533-3341
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC Registration fee...................................... $ 1,901.25
Printing and mailing expenses (estimated)................. $ 2,000.00
Accounting fees and expenses.............................. $ 1,000.00
Blue sky fees and expenses.................................$ 0.00
Legal fees and expenses....................................$ 10,000.00
Miscellaneous..............................................$ 0.00
Total..................................................$14,901.25
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ITEM 15..INDEMNIFICATION OF DIRECTORS AND OFFICERS
Ohio Revised Code Section 1701.13(E) (incorporated herein by reference as Exhibit 99.1) provides that a corporation may indemnify or agree to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, by reason of the fact that he or she is or was a Director, officer, employee or agent of the corporation, against expenses actually incurred by such person in connection with an action if he or she acted in good faith and in a manner not opposed to the best interests of the corporation.
Article X, Section B, of the Articles of Incorporation of Farmers National Banc Corp. provides as follows:
The Corporation shall have power to, and may (in addition to
such other power conferred by law) indemnify any shareholder, officer,
or director of the corporation who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, administrative, or investigative, by
reason of the fact that he is or was a director of this corporation, or
any corporation (hereinafter referred to as "subsidiary corporation")
of which more than 50 per cent of the issued and outstanding shares of
common stock was or is owned by the corporation at the time such person
was or is serving as such director of the "subsidiary corporation",
against expenses (including those reasonably incurred by him) in
connection with such action, suit, and proceeding if the principal
issue of such action, suit, or proceeding involved or involves a
contract or transaction by and between the corporation and such
"subsidiary corporation" and if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of
the "subsidiary corporation". Any indemnification as above provided
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the standard of
conduct set forth above has been met. Such determination shall be made
(a) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding;
or (b) if
such a quorum is not obtainable, or even if obtainable, if a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by a majority of a quorum of the shareholders of the corporation consisting of shareholders who were not parties to such action, suit or proceeding.
ITEM 16. LIST OF EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
4.1 The Articles of Incorporation, including amendments
thereto, for the Registrant.
4.2 The Code of Regulations, including amendments
thereto, for the Registrant.
5.1 Opinion of Cooper & Walinski, LPA as to the legality
of the securities being registered.
23.1 Consent of Cooper & Walinski, LPA (contained in
Exhibit 5.1 and incorporated herein by reference.)
23.2 Consent of Hill, Barth & King LLC
24.1 Power of Attorney (included with signatures and
incorporated herein by reference.)
99.1 Section 1701.13 of the Ohio Revised Code.
99.2 Farmers National Banc Corp. Dividend Reinvestment
Plan Authorization Form.
99.3 Share Owner Authorization form for optional cash
contributions.
99.4 Request for change - Dividend Reinvestment Plan
Safekeeping Account.
99.5 Notification to Plan Participants regarding
Amendments to Plan
|
ITEM 17. UNDERTAKINGS
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registrant 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 Registrant Statement; and
(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 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement 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 Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Canfield, State of Ohio, on October 3, 2001.
FARMERS NATIONAL BANC CORP.
By: /S/ FRANK L. PADEN,
--------------------------------------------
Frank L. Paden, President and Secretary
|
We, the undersigned directors and officers of Farmers National Banc Corp., do hereby jointly and severally appoint Frank L. Paden and Carl D. Culp our true and lawful attorneys or attorney, to do any and all acts and things in our names and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys or attorney may deem necessary or advisable to enable First National Banc Corp. to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration in Statement on Form S-3, including specifically but without limitation, power of authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including post-effective amendments) and supplements hereto, and we do each hereby ratify and confirm all that said attorneys or attorney shall do or cause to be done by virtue hereof.
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.
Oct. 3, 2001 /s/ Carl D. Culp
-----------------------------------
Carl D. Culp,
Executive Vice President and Treasurer
Oct. 3, 2001 /s/ William D. Stewart
-----------------------------------
William D. Stewart,
Chairman, Director
Oct. 3, 2001 /s/ Benjamin R. Brown
-----------------------------------
Benjamin R. Brown,
Director
Oct. 3, 2001 /s/ Ralph D. Macali
-----------------------------------
Ralph D. Macali,
Director
Oct. 3, 2001 /s/ Joseph D. Lane
-----------------------------------
Joseph D. Lane,
Director
Oct. 3, 2001 /s/ David C. Myers
-----------------------------------
David C. Myers,
Director
Oct 3, 2001 /s/ Edward A. Ort
-----------------------------------
Edward A. Ort,
Director
Oct. 3, 2001 /s/ Ronald V. Wertz
-----------------------------------
Ronald V. Wertz,
Director
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
4.1 The Articles of Incorporation, including amendments
thereto, for the Registrant.
4.2 The Code of Regulations, including amendments
thereto, for the Registrant.
5.1 Opinion of Cooper & Walinski, LPA as to the legality
of the securities being registered.
23.1 Consent of Cooper & Walinski, LPA (contained in
Exhibit 5.1 and incorporated herein by reference.)
23.2 Consent of Hill, Barth & King LLC
24.1 Power of Attorney (included with signatures and
incorporated herein by reference.)
99.1 Section 1701.13 of the Ohio Revised Code.
99.2 Farmers National Banc Corp. Dividend Reinvestment
Plan Authorization Form.
99.3 Share Owner Authorization form for optional cash
contributions.
99.4 Request for change - Dividend Reinvestment Plan
Safekeeping Account.
99.5 Notification to Plan Participants regarding
Amendments to Plan.
|
EXHIBIT 4.1
ARTICLES OF INCORPORATION
OF
FARMERS NATIONAL BANC CORP.
The undersigned incorporators, acting as the incorporators of Farmers National Banc Corp., under the Ohio General Corporation laws (ORC 1701.01-99), hereby adopt the following Articles of Incorporation for such corporation:
ARTICLE I
The name of the corporation is Farmers National Banc Corp.
ARTICLE II.
The place in the State of Ohio where the principal office of the corporation is to be located is in the City of Canfield, County of Mahoning.
ARTICLE III
The purpose for which the corporation is formed is to engage in any lawful act or activity for which corporations nay be formed under the Ohio General Corporation Laws (ORC Sections 1701.01 et seq.).
ARTICLE IV
The aggregate number of common shares which the corporation shall have the authority to issue is Twenty-Five Million (25,000,000) shares each without par value. The total number of authorized and outstanding shares of common stock shall be changed from time to time to reflect economic conditions of the corporation and business opportunities available to the shareholders of the corporation. Shares of the authorized and outstanding common stock may be redeemed by the corporation at a regularly or specially called meeting for said purpose. Furthermore, the corporation, through its Board of Directors, shall have the power to purchase, hold, sell, and transfer the shares of its own capital stock provided that it does not use its funds or property for
the purchase of its own shares of capital stock when such use will cause any impairment of its capital, except where otherwise permitted by law, and provided further that shares of its own capital stock belonging to it are not voted upon directly or indirectly.
ARTICLE V
The amount of stated capital with which the corporation will commence business is at least One Thousand Dollars ($1,000.00).
ARTICLE VI
The Board of Directors of the corporation is hereby authorized to fix and determine and to vary the amount of working capital or the corporation, to determine whether any and, if any, what part of its surplus, however created or arising, shall be used or disposed of or declared in dividends or paid to shareholders, and without action by the shareholders, to use and apply such surplus or any part thereof at any time or from time to time in the purchase or acquisition of shares of any class, voting trust certificates for shares, bonds, debentures, notes, script, warrants, obligations, evidences of indebtedness of the corporation or other securities of the corporation, to such extent or amount and in such manner and upon such terms as the Board of Directors of the corporation shall deem expedient to the extent not prohibited by law.
ARTICLE VII
Each officer, director or member of any committee designated by the Board of Directors of the corporation shall, in the performance of his duties, be fully protected in relying in good faith upon the books of accounts or reports made to the corporation by any of its officers or employees or by an independent public accountant or by an appraiser selected with reasonable care by the Board of Directors of the corporation or by any such committee or in relying in good faith upon other records of the corporation.
ARTICLE VIII
The number of directors constituting the Board of Directors is eight
(8), and the names and addresses of the persons who are to serve as directors
until the annual meeting of shareholders or until their successors are elected
and shall qualify are:
Richard L. Calvin John Holowach P.O. Box 88 2081 Canfield Road Canfield, Ohio 44406 Youngstown, Ohio 44511 James Centofanti Joseph O. Lane 8943 Knauf Road 1350 Niles Canf Rd. Canfield, Ohio 44406 Mineral Ridge, Ohio 44440 Fred A. Coope Rollin F. Schreiber 17 Court Street P.O. Box 65 Canfield, Ohio 44406 North Jackson, Ohio 44491 William D. Stewart Myron R. Williams 248 Bradford Drive P.O. Box 74 Canfield, Ohio 44406 Canfield, Ohio 44406 David W. Yeany 740 Squirrel Hill Youngstown, Ohio |
After the terms of the initial Board of Directors, the Board shall consist of such number of directors as shall be fixed and determined by the Code of Regulations of the corporation.
ARTICLE IX
The names and addresses of the incorporators of Farmers National Banc Corp are:
Rollin F. Schreiber Myron R. Williams P.O. Box 65 147 Court Street North Jackson, Ohio 44451 Canfield, Ohio 44406 John Holowach William D. Stewart 2081 Canfield Road 248 Bradford Drive Youngstown, Ohio 44511 Canfield, Ohio 44406 Joseph O. Lane 50 South Main Street Mineral Ridge, Ohio 44440 |
ARTICLE X
A. In the absence of fraud, no contract or other transaction between the corporation and any other person, corporation, firm, syndicate, association, partnership, or joint venture shall be wholly or partially invalidated or otherwise affected by reason of the fact that one or more of
the directors of the corporation are or become directors or officers of such other corporation, firm, syndicate or association, or members of such partnership or joint venture, or are pecuniarily or otherwise interested in such contract or transaction, provided, that the fact such director or directors of the corporation are so situated or so interested or both, shall be disclosed or shall have been known to the Board or Directors of the corporation. Any director or directors of the corporation who is (are) also a director or officer of such other corporation, firm, syndicate or association, or a member of such partnership, or joint venture, or is pecuniarily or otherwise interested in such contract or transaction, may be counted for the purpose of determining the existence of a quorum at any meeting of the Board of Directors which shall authorize any such contract or transaction and, in the absence of fraud, and as long as he acts in good faith, any such director may vote thereat to authorize any such contract or transaction with like force and effect as if he were not a director of officer of such corporation, firm, syndicate or association, or a member of such partnership or joint venture, or pecuniarily or otherwise interested in such contract or transaction.
B. The corporation shall have power to, and may (in addition to such other power conferred by law) indemnify any shareholder, officer, or director of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative or investigative, by reason of the fact that he is or was a director of this corporation, or any corporation (hereinafter referred to as "subsidiary corporation") of which more than 50 per cent of the issued and outstanding shares of common stock was or is owned by the corporation at the tine such person was or is serving as such director of the subsidiary corporation," against expenses (including those reasonably incurred by him) in connection with such action, suit and proceeding if the principal issue of such action, suit or proceeding involved or involves a contract or transaction by and between the corporation and such "subsidiary corporation" and if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the "subsidiary corporation". Any indemnification as above provided (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the standard of conduct set forth above has been met. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable,
or even if obtainable, if a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by a majority of a quorum of the shareholders of the corporation consisting of shareholders who were not parties to such action, suit or proceeding.
ARTICLE XI
The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an Executive Committee, which committee shall have and may exercise, to the extent provided by law, all of the authority of the Board of Directors in the management of the corporation. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law.
ARTICLE XII
Each shareholder shall be entitled to one vote for each share of stock standing in his name on the books of the corporation. "No shareholder shall have the right to vote cumulatively in the election of Directors."
ARTICLE XIII
Upon the offering or sale for cash of shares of stock of the
corporation, each shareholder shall have the right, during a reasonable time,
and on reasonable terms fixed by the directors, to purchase such shares in
proportion to their respective holdings of shares of the corporation, unless the
shares offered or sold are: (a) treasury shares; (b) issued as a share dividend;
(c) issued or agreed to be issued for consideration other than money; (d) issued
by the Board of Directors; (e) issued or agreed to be issued upon conversion of
convertible shares authorized in the Articles' or upon exercise of the
conversion rights conferred and authorized by the Board of Directors; (f)
offered to shareholders in satisfaction of their pre-emptive rights and not
purchased by such shareholders, and thereupon issued and agreed to be issued for
a consideration not less than that at which such shares were so offered to such
shareholders, less reasonable expenses, compensation or discount paid or allowed
for sale, underwriting or purchase of such shares, unless by the affirmative
vote or written order of the holders of two-thirds of the shares otherwise
entitled to
such pre-emptive rights, if pre-emptive rights are restored as to any of such shares not theretofore issued or agreed to be issued; (g) released from pre-emptive rights by the affirmative vote or written consent of the holders of two-thirds of the shares entitled to such preemptive rights. Any such vote or consent shall be entered into the records of the corporation and shall be binding on all shareholders and their transferees for the tine specified in such vote or consent up to but not exceeding one year, and shall protect all persons who within such time acquire The shares or options on or conversion or other rights with respect to the shares so released; (h) released from pre-emptive rights by the affirmative vote or written consent of the holders of a majority of the shares entitled to such pre-emptive rights, for offering and sale, or the grant of options with respect thereto, to any or all employees of The corporation or its subsidiary corporations or to a trustee on their behalf, under a plan adopted or to be adopted by the directors for that purpose.
The above paragraph notwithstanding, there are no pre-emptive rights when this corporation issues or offers securities in exchange for the outstanding securities of another corporation. Pre-emptive rights apply only to when this corporation sells, or offers for sale, securities for cash.
There shall be no pre-emptive rights when this corporation issues or offers securities pursuant to the terms of a duly adopted dividend reinvestment plan.
ARTICLE XIV
The Board of Directors of the corporation may authorize any mortgage, deed of trust, pledge, or hypothecation of all or any part of the property of the corporation, real or personal, for the purpose of securing the payment or performance of any contract, note, bond or other obligation of the corporation, by obtaining prior shareholder approval of any and each such mortgage, deed of trust, pledge, or other hypothecation, by the vote or written consent of the holders of 75 per cent of the issued and outstanding common shares of stock of the corporation and 75 per cent or the issued and outstanding preferred shares or other class of shares of the corporation, and not otherwise.
ARTICLE XV
A. CONTROL SHARE ACQUISITIONS:
(I) Requirement of shareholder Approval. If any person, partnership, corporation,
trust, association or other entity, acting individually, collectively or in concert with a joint or common interest (hereinafter referred to as "acquiring entity") seeks to acquire, directly or indirectly, shares of this corporation which would entitle such acquiring entity, immediately after such acquisition, either directly or indirectly, alone or with others, to exercise or direct the exercise of 10 per cent or more of the voting power of this corporation exerciseable on amendments to these Articles, then such proposed acquisition, including any tender offer, bid, option, solicitation or agreement to purchase, (hereinafter called a "control share acquisition";) shall not be made until after the acquiring entity has obtained prior authorization of the shareholders of this corporation at a special meeting called for that purpose.
(2) Notice by Acquiring Entity. The Board of Directors of this
corporation shall call a special meeting of shareholders to be held within fifty
(50) days after the receipt by this Corporation of a statement from the
acquiring entity delivered to this corporation at its principal place of
business in Canfield, Ohio setting forth (i) the identity of the acquiring
entity; (ii) the fact that the statement is delivered pursuant to this Article;
(iii) the number or shares or this corporation owned directly or indirectly by
the acquiring entity; (iv) a description in reasonable detail of the price,
consideration, number of shares to be acquired, terms and provisions or the
proposed control share acquisition; and (v) representations of the acquiring
entity, together with a statement in reasonable detail of the facts on which
they are based, that the acquiring entity has received all necessary regulatory
approvals and consents to make such control share acquisition, that the proposed
control share acquisition if consummated, will not be contrary to law, and that
the acquiring entity has the financial capacity and cash, securities or other
consideration necessary to make the proposed control share acquisition. The
Board of Directors shall have no obligation to call such a meeting if it
determines in good faith by a vote of at least two-thirds of the entire Board
that the proposed control share acquisition is contrary to law or cannot be
consummated for financial reasons.
(3) Required Vote. A control share acquisition may not be made or consummated until the proposed control share acquisition has been approved by the shareholders of this corporation at a special meeting called for such purpose with the necessary vote as herein prescribed. If the Board of Directors, by a vote of at least two-thirds of the entire Board, determines that the proposed control share acquisition will be made to all of this corporation's shareholders at the same time on a uniform and fair basis, for all of the outstanding shares of this
corporation, (other than those shares which are already owned by the acquiring entity), then the proposed control share acquisition must be approved by the affirmative vote of the holders of shares of this corporation entitling them to exercise at least a two-thirds majority of the voting power of this corporation exerciseable on amendments to these Articles and by the affirmative vote of the holders of shares of this corporation entitling them to exercise at least a two-thirds majority of such voting power excluding (i) shares which are already owned by the acquiring entity; (ii) shares which the acquiring entity has the right to vote, acquire, or control; and (iii) shares owned by employees of this corporation who are also directors of this corporation. Unless such a determination is made by the requisite vote of the Board of Directors, the proposed control share acquisition must be approved by the affirmative vote of the holders of shares of this corporation entitling them to exercise at least 80 per cent of the voting power of this corporation exerciseable on amendments to these Articles and by the affirmative vote or the holders of shares of this corporation entitling them to exercise at least 80 per cent of that portion of such voting power excluding (i) the shares which are already owned by the acquiring entity; (ii) shares which the acquiring entity has the right to vote, acquire, or control; and (iii) shares owned by employees of this corporation who are also directors of this corporation.
(4) Consummation of Control Share Acquisition. My such control share acquisition which is authorized as aforesaid must be consummated in accordance with the terms set forth in the acquiring entity's notice to this corporation within 180 days following such shareholder approval.
(5) Violation of Restriction: Exclusion from Voting. Any shares acquired in a control share acquisition not authorized as provided herein shall be excluded from voting in any subsequent meeting of the shareholders of this corporation.
(6) Violation of Restriction: Stop transfer Instructions. The Secretary of this corporation shall direct the transfer agent of shares of the corporation to refuse to transfer shares on the books of this corporation which represent shares acquired in a control share acquisition not authorized as provided herein.
(7) Exceptions. This Section shall not apply to any control share acquisition consummated in accordance with Section 1701.831 of the Ohio Revised Code on or before the effective date of this amendment to the Articles of Incorporation and thereafter this Article shall not apply if the control share acquisition is consummated in any of the following circumstances:
(a) pursuant to a Business Combination effected in compliance with
Section B of this Article and with the Ohio Revised Code;
(b) pursuant to the laws of descent and distribution;
(c) pursuant to the satisfaction of any pledge or other security interest created in good faith and not for the purpose of circumventing this Section.
(8) Relation to section 1701.831 of the Ohio Revised Code. Section
1701.831 of the Ohio Revised Code shall not apply to this corporation; provided,
however, that if this Article shall be declared illegal or unenforceable, then
Section 1701.831 of the Ohio Revised Code shall apply to this corporation.
B. BUSINESS COMBINATIONS:
(1) Requirement of Shareholder Approval. No Business Combination, as
hereinafter defined, may be consummated except upon approval by the affirmative
vote of the holders of shares of this corporation entitling them to exercise at
least 80 per cent of the voting power of this corporation exerciseable on
amendments to these Articles; provided, however, that Business Combination which
has been approved by a vote of at least two-thirds of the disinterested
directors of this corporation, and which has been determined by such directors
to be fair and equitable to all the shareholders of this corporation, may be
consummated if it has been approved by the affirmative vote of the holders of
shares of this corporation entitling them to exercise at least a two-thirds
majority of the voting power of this corporation exercisable on amendments to
these Articles. A director shall be deemed to be disinterested if immediately
prior to the consummation of the Business Combination he is not an affiliate of
any of the other parties to the Business Combination. For the purpose of this
Section an affiliate shall mean any person controlling, controlled by, or under
common control with such other party and shall include any person who owns
shares of an acquiring corporation representing ten per cent or more of the
voting power of such corporation.
(1) Definition of Business Combination. A Business Combination shall include:
(a) A merger or consolidation of the corporation;
(b) Any sale, lease exchange, transfer or other disposition of all or substantially all the assets of this corporation;
(c) The adoption of any plan of liquidation and dissolution of this corporation; and
(d) Any reclassification of securities, recapitalization or reorganization which would increase, directly or indirectly, the proportionate equity interest or control by an acquiring entity; but shall not include any such transaction with an entity controlled by this corporation.
C. AMENDMENT:
This Article may only be amended, revised, or repealed and any provision in the other Articles of Incorporation or in the Regulations which are inconsistent with this Article may only be adopted by the affirmative vote of the holders of shares of this corporation entitling them to exercise at least 75 per cent of the voting power of this corporation exerciseable on amendments to these Articles.
Articles as Amended:
Amended: March 31, 1988
Amended: March 24, 1994
Amended: March 28, 1996
Amended: March 25, 1999
Amended: March 29, 2001
EXHIBIT 4.2
CODE OF REGULATIONS
OF
FARMERS NATIONAL BANC CORP.
SECTION 1. PRINCIPAL OFFICE. The principal office of the corporation shall be in the City of Canfield, Ohio, as may be designated from time to time by the Board of Directors.
SECTION 2. OTHER OFFICES. The corporation shall also have offices at such other places without, as well as within, the State of Ohio, as the Board of Directors may from time to time determine.
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of this corporation, for the purpose of fixing or changing the number of directors of the corporation, electing directors and transacting such other business as may come before the meeting, shall be held on a day, to be determined by the Board of Directors, in the month of March each year.
SECTION 2. SPECIAL MEETINGS. Special Meetings of the shareholders may be called at any time by the Chairman of the Board of Directors, President or a Vice President, or a majority of the Board of Directors acting with or without a meeting, or the holder or holders of one-fourth of all shares outstanding and entitled to vote thereat.
SECTION 3. PLACE OF MEETINGS. Meetings of shareholders shall be held at the office of the corporation in the City of Canfield, Ohio, unless the Board of Directors decides that a meeting shall be held at some other place within or without the State of Ohio and causes the notice thereof to so state.
SECTION 4. NOTICES OF MEETINGS. Unless waived, a written, printed or typewritten notice of each annual or special meeting, stating the day, hour and place and the purpose or purposes thereof, shall be served upon or mailed to each shareholder of record (a) as of the day next preceding the day on which notice is given or (b) if a record date therefor is duly fixed, of record
as of said date. Such notice shall be given not more than sixty (60) days, nor less than ten (10) days before any such meeting. If mailed, it shall be directed to a shareholder at his address as the same appears upon the records of the corporation.
All notices with respect to any shares of record in the names of two or more persons may be given to whichever of such persons is named first on the books of the corporation, and notice so given shall be effective as to all the holders of record of such shares.
Every person who by operation of law, transfer, transmission or otherwise shall become entitled to any share or right or interest therein shall be bound by every notice in respect of such share which, prior to his name and address being entered upon the books of the corporation as the registered holder of such share, shall have been given to the person in whose name such share appears of record.
SECTION 5. WAIVER OF NOTICE. Any shareholder, either before or after any meeting, may waive in writing any notice required to be given by law or under these Regulations; and whenever all of the shareholders entitled to vote shall meet in person or by proxy and consent to hold a meeting, it shall be valid for all purposes without call or notice and at such meeting any action may be taken.
SECTION 6. QUORUM. The shareholders present in person or by proxy at any meeting for the determination of the number of directors or the election of directors, or for the consideration or action upon reports required to be laid before such meeting, shall constitute a quorum.
At any meeting called for any other purpose, the holders of shares entitling them to exercise a majority of the voting power of the corporation, present in person or represented by proxy, shall constitute a quorum, except when a greater proportion required by law, the Articles of Incorporation or this Code of Regulations.
At any meeting at which a quorum is present, all questions and business which shall come before the meeting shall be determined by the vote of the holders of a majority of such voting shares as are represented in person or by proxy, except when a greater proportion is required by law or the Articles of Incorporation.
At any meeting, whether a quorum is present or not, the holders of a majority of the voting shares represented by shareholders present in person or by proxy may adjourn from time to time and from place to place without notice other than by announcement at the meeting. At such
adjourned meeting, at which a quorum is present, any business may be transacted which might be transacted at the meeting as originally notified or held.
SECTION 7. PROXIES. Any shareholder of record who is entitled to attend a shareholder's meeting or to vote thereat or to assent or give consents in writing shall be entitled to be represented at such meetings or vote thereat or to assent or give consents in writing, as the case may be, or to exercise any of his other rights, by proxy or proxies, appointed by a writing signed by such shareholder, which need not be sealed, witnessed or acknowledged.
A telegram, cablegram, wireless message or photogram appearing to have been transmitted by a shareholder or a photographic, photostatic or equivalent reproduction or a writing appointing a proxy shall be a sufficient writing.
No appointment of a proxy shall be valid after the expiration of eleven
(11) months after it is made, unless the writing specifies the date on which it
is to expire or the length of time it is to continue in force.
Unless the writing appointing a proxy or proxies otherwise provides:
1. Each and every proxy shall have the power of substitution, and, when three (3) or more persons are appointed, a majority of them or their respective substitutes may appoint a substitute or substitutes to act for all;
2. If more than one proxy is appointed, then (a) with respect to voting or giving consents at a shareholders' meeting, a majority of such proxies as attend the meeting, or if only one attends then that one, may exercise all the voting and consenting authority thereat, and if one or more attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such authority with respect to an equal number of shares, and (b) with respect to exercising any other authority, a majority may act for all;
3. A writing appointing a proxy shall not be revoked by the death or incapacity of the maker unless before the vote is taken or the authority granted is otherwise exercised, written notice of such death or incapacity is given to the corporation by the executor or administrator of the estate of such maker or by the fiduciary having control of the shares in respect of which the proxy was appointed;
4. The presence of a shareholder at a meeting shall not operate to revoke a writing appointing a proxy. A shareholder, without affecting any
vote previously taken, any revoke such writing not otherwise revoked by giving notice to the corporation in writing or in open meeting.
SECTION 8. VOTING. At any meeting of shareholders, each shareholder of the corporation shall, except as otherwise provided by law or by the Articles of Incorporation or by these Regulations be entitled to one (1) vote in person or by proxy for each share of the corporation registered in his name on the books of the corporation (1) on the date fixed pursuant to subparagraph (f) of Section 2 of Article IV of these Regulations as the record date for the determination of shareholders entitled to vote at such meeting, notwithstanding the prior or subsequent sale, or other disposal of such share or shares or transfer of the same on the books of the corporation of such share or shares on or after the date so fixed, or (2) if no such record date shall have been fixed, then at the time of such meeting.
SECTION 9. FINANCIAL REPORTS. At the annual meeting of shareholders, or
the meeting held in lieu thereof, there shall be laid before the shareholders a
financial statement consisting of: (1) a balance sheet containing a summary of
the assets, liabilities, stated capital and surplus (showing separately any
capital surplus arising from unrealized appreciation of assets, other capital
surplus and earned surplus) of the corporation as of a date not more than four
(4) months before such meeting; if such meeting is an adjourned meeting, said
balance sheet may be as of a date not more than four (4) months before the date
of the meeting as originally convened; (2) a statement of profit and loss and
surplus including a summary of profits, dividends paid and other changes in the
surplus accounts of the corporation for the period commencing with the date
marking the end of the period for which the last preceding statement of profit
and loss required under this section was made and ending with the date of said
balance sheet.
An opinion signed by the President or a Vice President or the Treasurer or an Assistant Treasurer, or by a public accountant or firm of public accountants, shall be appended to such financial statement, stating that the financial statement presents fairly the corporation's financial position and the results of its operations in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding period, or such other opinion as is in accordance with sound accounting practice.
SECTION 10. ACTION WITHOUT A MEETING. Any action which may be authorized or taken at any meeting of shareholders may be authorized or taken without a meeting in a writing or writings signed by all the holders of shares who would be entitled to notice of a meeting of the
shareholders for such purpose. Such writing or writings shall be filed with or entered upon the records of the corporation.
SECTION 1. NUMBER OF DIRECTORS. The number of directors constituting the entire Board shall not be less than five (5) nor more than twenty-five (25), the exact number of directors to be determined from time to time by a sixty-six and two-thirds percent (66 2/3%) majority vote of the whole Board of Directors of the corporation, and such exact number shall be eight (8) until otherwise so determined in accordance with this Article III, Section 1. Unless otherwise provided by law, any vacancy in the Board of Directors for any reason, including an increase in the number thereof, shall be filled by action of the Board of Directors as provided in accordance with these Regulations.
SECTION 2. NOMINATIONS. Nominations of persons for election to the
Board of Directors of the Corporation at a meeting of the shareholders may be
made by or at the direction of the Board of Directors. Nominations may also be
made at a meeting of shareholders by any shareholder of the corporation entitled
to vote for the election of directors at the meeting who complies with the
notice procedures set forth in this Section 2 of Article III. Such nominations,
other than those made by or at the direction of the Board, shall be made
pursuant to timely notice in writing to the Secretary of the corporation. To be
timely, a shareholder's notice shall be delivered to or mailed and received at
the principal executive offices of the corporation not less than ninety (90)
days nor more than one hundred-twenty (120) days prior to the meeting; provided,
however, that in the event that less than ninety (90) days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so delivered or mailed no later
than the close of business on the 7th day following the date public disclosure
was made, whichever first occurs. Such shareholder's notice to the Secretary
shall set forth (a) as to each nominee of the shareholder: (i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment history of the person for the last five (5) years, and
(iii) the class and number of shares of capital stock of the corporation which
are directly and beneficially owned by the person; and (b) as to the shareholder
giving the notice (i) the name and record address of the shareholder and (ii)
the class
and number of shares of capital stock of the corporation which are directly and beneficially owned by the shareholder. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as director of the corporation. No person shall be eligible for election as a director of the corporation at a meeting of the shareholders unless nominated in accordance with the procedures set forth herein. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure and the defective nomination shall be disregarded.
SECTION 3. ELECTION AND TERM OF DIRECTORS. The Board of Directors shall be divided into three (3) classes with the term of office of one class expiring each year. At the annual meeting of Shareholders held in 2001, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting, and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting. Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from an increase in the number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until their successor shall be elected and qualified.
No decrease in the number of directors shall shorten the term of any incumbent director. Subject to the foregoing, at each annual meeting of shareholders, the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting.
Amendment of this Article III, Section 3 - ELECTION AND TERM OF DIRECTORS, shall require a sixty-six and two-thirds percent (66 2/3%) majority vote of the shareholders.
SECTION 4. VACANCIES. In case of a vacancy in the Board of Directors, through increase in the number of directors, death, resignation, disqualification, or other cause, the remaining directors, by an affirmative vote of a majority thereof, shall elect a successor to hold office for the unexpired portion of the term of the director whose place is vacant. If the vacancy is created through an increase in the number of directors, the Board of Directors shall determine the class of such directorship.
SECTION 5. REMOVAL OF DIRECTOR. Any or all of the directors shall only be removed with cause and only by the affirmative vote of the holders of not less than sixty-six and two-thirds percent (66 2/3%) of the voting stock of the corporation at a meeting called for such purpose. Sufficient showing of cause shall be determined by a two-thirds (2/3) majority vote of the unaffected directors if there exists a minimum of four (4) unaffected directors. In the event there exists less than four (4) unaffected directors, then sufficient showing of cause shall be determined by unanimous vote of the unaffected directors and by an opinion of an uninterested legal counsel designated by the President of the corporation, which such opinion concurs with the findings of the unaffected directors.
SECTION 1. GENERAL POWERS OF THE BOARD. The powers of the corporation shall be exercised, its business and affairs conducted, and its property controlled by the Board of Directors, except as otherwise provided in the Articles of Incorporation, amendments thereto, or General Corporation Act of Ohio.
SECTION 2. OTHER POWERS. Without prejudice to the general powers conferred by or implied in the preceding section, the directors, acting as a Board, shall have powers:
(a) To fix, define and limit the powers and duties of all officers and to fix the salaries of all officers;
(b) To appoint, and at their discretion, with or without cause, to remove or suspend, such subordinate officers, assistants, managers, agents and employees as the directors may from time to time deem advisable, and to determine their duties and fix their compensation;
(c) To require any officer, agent or employee of the corporation to furnish a bond for faithful performance in such amount and with such sureties as the Board may approve;
(d) To designate a depository or depositories of the funds of the corporation and the officer or officers or other persons who shall be authorized to sign notes, check drafts, contracts, deeds, mortgages and other instruments on behalf of the corporation;
(e) To appoint and remove transfer agents and/or registrars for the corporation's shares;
(f) To fix a time not exceeding forty-five (45) days preceding the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or (subject to contract rights with respect thereto) the date when any change or conversion or exchange of shares shall be made or go into effect, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such dividend, distribution or allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares, and in such case, only the persons who are shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, or to receive payment of such dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid, or change of ownership of any shares either before or after such record date, and such persons shall conclusively be deemed to be the shareholders of the corporation on such record date, notwithstanding notice or knowledge to the contrary; and the Board of Directors may close the books of the corporation against transfer of shares during the whole or any part of such period; and
(g) To establish such rules and regulations respecting the issuance and transfer of shares and certificates for shares as the Board of Directors may consider reasonable.
SECTION 3. MEETINGS OF THE BOARD. A meeting of the Board of Directors shall be held immediately following the adjournment of each shareholders' meeting at which directors are elected; notice of such meeting need not be given.
The Board of Directors may, by by-laws or resolution, provide for other meetings of the Board.
Special meetings of the Board of Directors may be held at any time upon call of the Chairman of the Board of Directors, President, a Vice President, or any two members of the Board.
Notice of any special meeting of the Board of Directors shall be mailed to each director addressed to him at his residence or usual place of business, at least five (5) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegraph, cable, radio or wireless, or be given personally or by telephone, not later than the day before the day on which the meeting is to be held. Every such notice shall state the time and place of the meeting but need
not state the purposes thereof. Notice of any meeting of the Board need not be given to any director, however, if waived by him in writing or by telegraph, cable, radio or wireless, whether before or after such meeting is held, or if he shall be present at such meeting; and any meeting of the Board shall be a legal meeting without any notice thereof having been given, if all the directors shall be present thereat.
Meetings of the Board shall be held at the office of the corporation in the City of Canfield, Ohio, or at such other place, within or without the State of Ohio, as the Board may determine from time to time and as may be specified in the notice thereof. Meetings of the Board of Directors may also be held by the utilization of simultaneous telephonic communications linking all directors present at such meetings, and all such business conducted via such telephonic communication shall be considered legally enforceable by the corporation.
SECTION 4. QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business, provided that whenever less than a quorum is present at the time and place appointed for any meeting of the Board, a majority of those present may adjourn the meeting from time to time, without notice other than by announcement at the meeting, until a quorum shall be present.
SECTION 5. ACTION WITHOUT MEETING. Any action may be authorized or taken without a meeting in a writing or writings signed by all of the directors, which writing or writings shall be filed with or entered upon the records of the corporation.
SECTION 6. COMPENSATION. The directors, as such, shall not receive any salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore. Members of the executive committee or of any standing or special committee may by resolution of the Board be allowed such compensation for their services as the Board may deem reasonable, and additional compensation may be allowed to directors for special services rendered.
SECTION 7. BY-LAWS. For the government of its actions, the Board of Directors may adopt by-laws consistent with the Articles of Incorporation.
SECTION 1. COMMITTEES. The Board of Directors may by resolution provide for such standing or special committees as it deems desirable, and discontinue the same at its pleasure. Each such committee shall have such powers and perform such duties, not inconsistent with law, as may be designated by the Board of Directors. Vacancies in such committees should be filed by the Board of Directors, or as it may provide.
SECTION 1. GENERAL PROVISIONS. The Board of Directors shall elect a President, such number of Vice Presidents as the Board may from time to time determine, a Secretary and a Treasurer, and in its discretion, a Chairman of the Board of Directors and a Vice Chairman of the Board of Directors. If no such Chairman of the Board is elected by the Board of Directors, the President of the corporation shall act as presiding officer of the corporation. The Board of Directors may from time to time create such offices and appoint such other officers, subordinate officers and assistant officers as it may determine. The President and the Chairman of the Board shall be, but the other officers need not be, chosen from among the members of the Board of Directors. Any two or more of such offices, other than that of President and Vice President, Secretary and Assistant Secretary, or Treasurer and Assistant Treasurer, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity.
SECTION 2. TERM OF OFFICE. The officers of the corporation shall hold office during the pleasure of the Board of Directors and, unless sooner removed by the Board of Directors, until the organization meeting of the Board of Directors following the date of their election or until their successors are chosen and qualified.
The Board of Directors may remove any officer at any time, with or without cause, by a majority vote.
A vacancy in any office, however created, shall be filled by the Board of Directors.
SECTION 1. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one be elected, shall preside at all meetings of the shareholders and Board of Directors and shall have such other powers and duties as may be prescribed by the Board of Directors or prescribed by the General Corporation Act.
SECTION 2. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board, if one be elected, shall preside at all meetings of the shareholders and Board of Directors, in the absence of the Chairman of the Board. The Vice Chairman shall have such powers and duties as may be prescribed by the Board of Directors, or prescribed by the Chairman of the Board, or General Corporation Act.
SECTION 3. PRESIDENT. The President shall be the chief executive officer of the corporation and shall exercise supervision over the business of the corporation and over its several officers, subject, however, to the control of the Board of Directors. In the absence of or if a Chairman of the Board shall not have been elected or a Vice Chairman shall not have been elected, he shall preside at meetings of the shareholders and Board of Directors. He shall have authority to sign all certificates for shares and all deeds, mortgages, notes, bonds, contracts and other instruments requiring his signature, and shall have all the powers and duties prescribed by the General Corporation Act and such others as the Board of Directors may from time to time assign him.
SECTION 4. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are conferred upon them by these Regulations or as may from time to time be assigned to them by the Board of Directors, the Chairman of the Board, or the President. At the request of the President, or in his absence or disability, the Vice President, designated by the President (or, in the absence of such designation, the Vice President designated by the Board) shall perform all the duties of the President and, when so acting, shall have all the powers of the President. The authority of Vice Presidents to sign in the name of the corporation all certificates for shares and authorized deeds, mortgages, bonds, contracts, notes and other instruments shall be coordinate with like authority of the President. Any one or more of the Vice presidents may be designated as an "Executive Vice President."
SECTION 5. SECRETARY. The Secretary shall keep minutes of all the proceedings of the shareholders and Board of Directors and shall make proper record of the same, which shall be
attested by him; sign all certificates for shares and all deeds, mortgages, bonds, contracts, notes and other instruments executed by the corporation and requiring his signature; give notice of meetings of shareholders and directors; produce on request at each meeting of shareholders for the election of directors a certified list of shareholders, arranged in alphabetical order; keep such books as may be required by the Board of Directors and file all reports to States, to the Federal Government and to foreign countries; and perform such other and further duties as may from time to time be assigned to him by the Board of Directors, the Chairman of the Board or by the President.
SECTION 6. TREASURER. The Treasurer shall have general supervision of all finances; he shall receive and have in charge all monies, bills, notes, deeds, leases, mortgages and similar property belonging to the corporation; and shall do with the same as may from time to time be required by the Board of Directors. He shall cause to be kept adequate and correct accounts of the business transactions of the corporation, including account of its assets, liabilities, receipts, disbursements, gains, losses, stated capital, surplus and shares, together with such other accounts as may be required, and, upon the expiration of her term of office, shall turn over to his successor or to the Board of Directors all property, books, papers and monies of the corporation in his hands; and he shall perform such other duties as may from time to time be assigned to him by the Board of Directors.
SECTION 7. ASSISTANT AND SUBORDINATE OFFICERS. The Board of Directors may appoint such assistant and subordinate officers as it may deem desirable. Each such officer shall hold office during the pleasure of the Board of Directors and shall perform such duties as the Board of Directors may prescribe. The Board of Directors may from time to time authorize any officer to appoint and remove subordinate officers, to prescribe their authority and duties and to fix their compensation.
SECTION 8. DUTIES OF OFFICERS MAY BE DELEGATED. In the absence of any officer of the corporation, or for any other reason which the Board of Directors may deem sufficient, the Board of Directors may delegate for the time being powers or duties or any of them, of any such officer to any other officer or to any director.
SECTION 1. FORM AND EXECUTION. Certificates for shares shall be issued to each shareholder in such form as shall be approved by the Board of Directors. Such certificates shall be signed by the Chairman of the Board of Directors or the President or a Vice President and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer of the corporation, which shall certify the number and class of shares held by him in the corporation, but no certificate for shares shall be executed or delivered until such shares are fully paid. When such certificate is countersigned by an Incorporated Transfer Agent or Registrar, the signature of any of said officers and the seal of the corporation may be facsimile, engraved, stamped or printed. Although any officer of the corporation whose manual or facsimile signature is affixed to such a certificate ceases to be such officer before the certificate is delivered, such certificate, nevertheless, shall be effective in all other respects when delivered.
Such certificates for share shall be transferable in person or by attorney, but, except as hereinafter provided in the case of lost, mutilated or destroyed certificates, no transfer of shares shall be entered upon the records of the corporation until the previous certificates, if any, given for the same shall have been surrendered and cancelled.
SECTION 2. LOST, MUTILATED OR DESTROYED CERTIFICATES. If any certificates for shares are lost, mutilated or destroyed, the Board of Directors may authorize the execution and delivery of a new certificate in place thereof, upon such terms and conditions as it may deem advisable. The Board of Directors, in its discretion, may refuse to execute such new certificate until the corporation has been indemnified by a final order of decree of a court of competent jurisdiction.
SECTION 3. REGISTERED SHAREHOLDERS. A person in whose name shares are of record on the books of the corporation shall conclusively be deemed the unqualified owner thereof, for all purposes, and to have capacity to exercise all rights of ownership. Neither the corporation nor any transfer agent of the corporation shall be bound to recognize any equitable interest in or claim to such shares on the part of any other person, whether disclosed upon such certificate or otherwise, nor shall they be obligated to see to the execution of any trust or obligation.
The fiscal year of the corporation shall end on the 31st day of December, in each year, or on such other day as may from time to time be fixed by the Board of Directors.
The Board of Directors may, in its discretion, provide a suitable seal containing the name of the corporation. If deemed advisable by the Board of Directors, duplicate seals may be provided and kept for the purposes of the corporation.
These Regulations may be amended or repealed at any meeting of shareholders called for that purpose, by the affirmative vote of the holders of record of shares entitling them to exercise a majority of the voting power on such proposal, or, without a meeting, by the written consent of the holders of record of shares entitling them to exercise two-thirds (2/3) of the voting power on such proposal.
EXHIBIT 5.1
October 3, 2001
Farmers National Banc Corp.
20 South Broad Street
Canfield, Ohio 44406
Dear Sirs:
We have acted as counsel to Farmers National Banc Corp. (the "Corporation"), an Ohio corporation, in connection with the preparation of the registration statement on Form S-3 to which this opinion is an exhibit (the "Registration Statement"), which is being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), for the registration under the Act of 750,000 Common Shares of the Corporation under the Corporation's Dividend Reinvestment Plan. Terms not otherwise defined herein shall have the meanings assigned to them in the Registration Statement.
We have reviewed originals or copies of (i) the Articles of Incorporation (and all amendments thereto), Code of Regulations and other corporate documents of the Corporation, (ii) certain resolutions of the Board of Directors of the Corporation, and (iii) the Registration Statement and the prospectus included therein (the "Prospectus"). In addition, we have reviewed such other documents and have made such legal and factual inquiries as we have deemed necessary or advisable for purposes of rendering the opinions set forth below.
Based upon and subject to the foregoing we are of the opinion that:
1. The Corporation is duly organized and validly existing under the laws of the State of Ohio; and
2. The Common Shares registered under the Registration Statement have been duly authorized and, when issued and paid for as described in the Registration Statement, will be validly issued, fully paid and nonassessable.
We hereby consent to the reference to our firm under the caption "Legal Matters" in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
COOPER & WALINSKI, LPA
By: /s/ Charles D. Niehaus
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Charles D. Niehaus
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EXHIBIT 23.2
Farmers National Banc Corp. :
We consent to the incorporation by reference in this Registration Statement of Farmers National Banc Corp. on Form S-3 of our report dated January 31, 2001 incorporated by reference in the Annual Report on Form 10-K of Farmers National Banc Corp. for the year ended December 31, 2000 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Hill, Barth & King LLC
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HILL, BARTH & KING LLC
October 3, 2001
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EXHIBIT 99.1
Section 1701.13 Authority of a Corporation.
(A) A corporation may sue and be sued.
(B) A corporation may adopt and alter a corporate seal and use the same or a facsimile of the corporate seal, but failure to affix the corporate seal shall not affect the validity of any instrument.
(C) At the request or direction of the United States government or any agency of the United States government, a corporation may transact any lawful business in aid of national defense or in the prosecution of any war in which the nation is engaged.
(D) Unless otherwise provided in the articles, a corporation may take property of any description, or any interest in property, by gift, devise, or bequest, and may make donations for the public welfare or for charitable, scientific, or educational purposes.
(E)
(1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any of the following:
(a) Any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability asserted against a director is pursuant to section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee, member, manager, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, trustee, officer, employee, member, manager, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in division (E)(1) or (2) of this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with the action, suit, or proceeding referred to in division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this section is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the action, suit, or proceeding referred to in division (E)(1) or (2) of this section was brought.
Any determination made by the disinterested directors under division (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this section
shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation under division (E)(2) of this section, and, within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.
(a) Unless at the time of a director's act or omission that is the subject of an action, suit, or proceeding referred to in division (E)(1) or (2) of this section, the articles or the regulations of a corporation state, by specific reference to this division, that the provisions of this division do not apply to the corporation and unless the only liability asserted against a director in an action, suit, or proceeding referred to in division (E)(1) or (2) of this section is pursuant to section 1701.95 of the Revised Code, expenses, including attorney's fees, incurred by a director in defending the action, suit, or proceeding shall be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a director, trustee, officer, employee, member, manager, or agent in defending any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, may be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the directors in the specific case, upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, member, manager, or agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the articles, the regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, member, manager, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
(7) A corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, on behalf of or for any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E)(1) or (2) of this section does not limit the
payment of expenses as they are incurred, indemnification, insurance,
or other protection that may be provided pursuant to divisions (E)(5),
(6), and (7) of this section. Divisions (E)(1) and (2) of this section
do not create any obligation to repay or return payments made by the
corporation pursuant to division (E)(5), (6), or (7).
(9) As used in division (E) of this section, "corporation" includes all constituent entities in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee, trustee, member, manager, or agent of such a constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, shall stand in the same position under this section with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity.
(F) In carrying out the purposes stated in its articles and subject to limitations prescribed by law or in its articles, a corporation may:
(1) Purchase or otherwise acquire, lease as lessee, invest in, hold, use, lease as lessor, encumber, sell, exchange, transfer, and dispose of property of any description or any interest in such property;
(2) Make contracts;
(3) Form or acquire the control of other corporations, domestic or foreign, whether nonprofit or for profit;
(4) Be a partner, member, associate, or participant in other enterprises or ventures, whether profit or nonprofit;
(5) Conduct its affairs in this state and elsewhere;
(6) Borrow money, and issue, sell, and pledge its notes, bonds, and other evidences of indebtedness, and secure any of its obligations by mortgage, pledge, or deed of trust of all or any of its property, and guarantee or secure obligations of any person;
(7) Resist a change or potential change in control of the corporation if the directors by a majority vote of a quorum determine that the change or potential change is opposed to or not in the best interests of the corporation:
(a) Upon consideration of the interests of the corporation's shareholders and any of the matters set forth in division (E) of section 1701.59 of the Revised Code; or
(b) Because the amount or nature of the indebtedness and other obligations to which the corporation or any successor or the property of either may become subject in connection with the change or potential change in control provides reasonable grounds to believe that, within a reasonable period of time, any of the following would apply:
(i) The assets of the corporation or any
successor would be or become less than its
liabilities plus its stated capital, if any;
(ii) The corporation or any successor would
be or become insolvent;
(iii) Any voluntary or involuntary
proceeding under the federal bankruptcy laws
concerning the corporation or any successor would be
commenced by any person.
(8) Do all things permitted by law and exercise all authority within the purposes stated in its articles or incidental to its articles.
(G) Irrespective of the purposes stated in its articles, but subject to limitations stated in its articles, a corporation, in addition to the authority conferred by division (F) of this section, may invest its funds not currently needed in its business in any shares or other securities, to such extent that as a result of the investment the corporation shall not acquire control of another corporation, business, or undertaking the activities and operations of which are not incidental to the purposes stated in its articles.
(H) No lack of, or limitation upon, the authority of a corporation shall be asserted in any action except (1) by the state in an action by it against the corporation, (2) by or on behalf of the corporation against a director, an officer, or any shareholder as such, (3) by a shareholder as such or by or on behalf of the holders of shares of any class against the corporation, a director, an officer, or any shareholder as such, or (4) in an action involving an alleged overissue of shares. This division shall apply to any action brought in this state upon any contract made in this state by a foreign corporation.
EXHIBIT 99.2
FARMERS NATIONAL BANC CORP.
DIVIDEND REINVESTMENT PLAN
AUTHORIZATION FORM
1. DIVIDEND REINVESTMENT.
FOR CURRENT SHAREHOLDERS ONLY
Full Reinvestment
[ ] I would like to reinvest cash dividends paid on ALL of the shares of Common Stock held of record by me in the Plan or credited to my account under the Plan, for the purchase of additional shares of Common Stock.
Partial Reinvestment
[ ] I would like to receive cash dividends paid on ____ whole shares of Common Stock held of record by me in the Plan or credited to my account. I acknowledge that dividends paid on all other shares of Common Stock held of record by me in the Plan or credited to my account under the Plan will be reinvested for the purchase of additional shares of Common Stock.
2. INITIAL SUPPLEMENTAL INVESTMENT (Optional).
FOR CURRENT PLAN PARTICIPANTS
[ ] Enclosed is my check or money order for $____ ($1,000 maximum per quarter) payable to "Farmers National Bank of Canfield, Administrator for the Farmers National Banc Corp. Dividend Reinvestment Plan" for the purchase of shares of Farmers National Banc Corp. Common Stock. I authorize Farmers National Bank of Canfield (Administrator) to treat the enclosed payment as an initial Supplemental Investment to be used to purchase shares of Common Stock as provided in the Plan. I understand that I am not required to make Supplemental Investments now or at any other time.
3. AUTHORIZATION.
I hereby appoint the Administrator as my agent under the terms and conditions of the Farmers National Banc Corp. Dividend Reinvestment Plan, to receive any cash dividends that may become payable to me on all of the shares of Farmers National Banc Corp. Common Stock as to which this authorization is made and to apply such dividends and any initial supplemental Investments to the purchase of shares as provided in the Plan.
I hereby represent and confirm that I am the record holder (and, unless the broker/nominee form below is completed, the sole beneficial owner) of all of the shares of Farmers National Banc Corp. Common Stock as to which this authorization is made and that my principal residence is in the state or country shown below. I hereby undertake to promptly notify the Administrator if my state or country of residence changes.
I understand that I may revoke this authorization at any time by notifying the Administrator in writing of my desire to terminate my participation.
State or country (if other than the United States) of residence
THIS IS NOT A PROXY
RETURN THIS FORM IF YOU WISH TO Signature X
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JOIN THE PLAN. An addressed (if jointly held)
postage paid envelope is
provided for that purpose. State or country (if other than the
United States) of residence
All owners of joint registration
------------------------------------------
must sign. When signing as (if jointly held)
trustee, guardian, executor,
administrator, or corporate
officer, please give your full
title.
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(If beneficial owner is other than the holder of record)
In addition to the above statements and representations, I hereby represent and confirm that I am the broker or nominee of the beneficial owner of certain shares of Common Stock of Farmers National Banc Corp. and that the beneficial owner principally resides in the state or county (if other than the United States) of . I hereby undertake to promptly notify the Administrator if the state or county of residence of the beneficial owner changes.
EXHIBIT 99.3
FARMERS NATIONAL BANC CORP.
SHARE OWNER AUTHORIZATION FORM
FOR
OPTIONAL CASH CONTRIBUTION
SHAREOWNER:
PLEASE COMPLETE THE REVERSE OF THIS FORM AND RETURN WITH CHECK
PRIOR TO ANNOUNCED RECORD DATE.
(Front)
SHAREOWNER AUTHORIZATION FORM FOR OPTIONAL CASH CONTRIBUTION
FARMERS NATIONAL BANC CORP.
DOLLAR AMOUNT OF OPTIONAL CASH CONTRIBUTION $________ (not to exceed $1,000.00
per quarter)
The undersigned shareholder hereby represents that he/she is the legal owner and holder of common stock of Farmers National Banc Corp. (Corporation) registered in his/her name on the books of the corporation, and hereby authorizes First National Bank of Canfield (Administrator) to invest the above stated optional cash contribution into participating shares of Corporation's Dividend Reinvestment Plan. Furthermore, the undersigned hereby represents that the above stated dollar amount of optional cash contribution has been fully paid to Corporation and is non-assessable.
DATE:
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Signature of Share Owner
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NOTE: After deciding the amount of your optional cash contribution, please mail this form and your check to Farmers National Bank of Canfield, Administrator for the Farmers National Banc Corp. Dividend Reinvestment Plan, 20 South Broad Street, Canfield, Ohio, 44406, prior to the next dividend record date. This will ensure that your contribution will be applied to the purchase of additional shares for the next dividend period in accordance with the Plan.
**SIGNED FORM MUST ACCOMPANY EACH CONTRIBUTION**
(Back)
EXHIBIT 99.4
FARMERS NATIONAL BANC CORP.
REQUEST FOR CHANGE
DIVIDEND REINVESTMENT PLAN SAFEKEEPING ACCOUNT
Please make the following change(s) in my Dividend Reinvestment Plan Safekeeping Account:
[ ] Withdraw and issue ____ shares from my Dividend Reinvestment Plan Safekeeping Account and mail certificate to the address below.
[ ] Deposit certificate(s) no(s). ______________________________ totaling _______________ shares to my Dividend Reinvestment Plan Safekeeping Account.
[ ] Transfer _____ shares from account no. _______________ in the name(s) of ____________________________ to account no. ____________________ _________________________________ in the name(s) of ______________ .
[ ] Terminate my participation in the Dividend Reinvestment Plan. Please issue a certificate for full shares and a check for fractional shares and mail to address below.
[ ] Change the address on account no. ________________ in the name(s) of ________________________________________. (New address is listed below.)
Date:
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*Signature
----------------------------------------
Signature
Address: SIGNATURE GUARANTEED:
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FNBC change by Date
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* If the shares are registered in more than one name (i.e., joint tenants, trustee, etc.), all registered holders must sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title.
EXHIBIT 99.5
Notification to participants in the Farmers National Banc Corp. Dividend Reinvestment Plan.
Dear Plan Participant:
The Farmers National Banc Corp. Dividend Reinvestment Plan has recently been amended. The Amended Plan includes a change in how the price for each share purchased by the Plan is established. Prior to the Amended Plan, the purchase price for each share purchased by the Plan was the weighted average price of all share transactions reported to the Administrator of the Plan since the preceding Dividend Record Date.
In an effort to establish a purchase price per share for the Plan which more closely relates to the market price for the shares, the Plan now establishes the purchase price per share based upon the weighted average price for all share transactions reported to the Administrator of the Plan during the twenty calendar days immediately prior to the Dividend Record Date. This Amendment allows the Plan to price the shares more proximately to the current market price. No other material amendments have been made to the Plan.
Please contact Frank L. Paden, President and Secretary, Farmers National Banc Corp., P. O. Box 555, Canfield, OH 44406, (330) 533-3341 if you have questions regarding this Amendment.