1
Registration No. 33-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
SECOND BANCORP, INCORPORATED
(Exact name of Registrant as specified in its charter)
Ohio 34-1547453
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
108 Main Avenue
Warren, Ohio 44482-1311
(Address of principal executive offices)
1998 Non-Qualified Stock Option Plan
(Full title of the plan)
John L. Pogue, Esq.
Michael G. Marando, Esq.
Harrington, Hoppe & Mitchell, Ltd.
500 Second National Tower
Warren, Ohio 44482
330-392-1541
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Amount offering aggregate
Title of securities to be price offering Amount of
to be registered registered per share (1) price registration fee
---------------------------------------------------------------------------------------------------
Common Stock 650,000 $21.69 $14,098,500 $3,525.00
no par value
---------------------------------------------------------------------------------------------------
(1) Based on the sales price of the Company's shares on NASDAQ on August 20,
2001, pursuant to Rules 457(c) and (h) under the Securities Act of 1933.
2
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Corporation with the
Securities and Exchange Commission are incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, filed with the
Commission on March 28, 2001.
(b) The Corporation's Quarterly Reports on Form 10-Q for
the quarters ended March 31 and June 30, 2001; and
(c) The Corporations Current Reports on Form 8-K filed
with the Commission on March 27, April 25, May 11 and
July 26, 2001.
(c) The description of the Common Stock contained in the
Corporation's registration statement on Form S-4
(Registration No. 33-09239) under the caption
"Description of Holding Shares" as filed on October
2, 1986, with the Commission pursuant to the 1933
Act, including all amendments and reports filed for
the purpose of updating such description.
All other documents filed by the Company pursuant to Section
13(a),13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Capital Stock to be issued
pursuant to the Plan has been passed upon by the firm of Harrington, Hoppe &
Mitchell, Ltd., counsel for the Corporation. John L. Pogue, a member of the
firm, serves as a Director of the Corporation.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation and Regulations of the
Corporation provide that the Corporation shall indemnify, to the full extent
permitted by the laws of the State of Ohio, any director, officer, employee or
agent of the Corporation for any costs or expenses incurred by him in his
capacity, or arising out of his status, as a director, officer, employee or
agent of the Corporation. Such indemnification shall not be deemed exclusive of
any other rights to which any person indemnified may be entitled, as a matter of
law or otherwise, and shall inure to the benefit of the heirs, executors and
administrators of any such person.
Section 1701.13(E) of the General Corporation Law of the State
of Ohio (which is applicable to the Corporation) permits a corporation to
indemnify its officers and directors and to pay their expenses subject to
certain limitations and exceptions.
2
3
The Corporation has purchased a liability insurance policy
which insures directors and officers of the Corporation against certain
liabilities which might be incurred by them in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
4.1 1998 Non-Qualified Stock Option Plan
5.1 Opinion of Harrington, Hoppe, & Mitchell as to
legality of shares being registered.
23.1 Consent of Harrington, Hoppe, & Mitchell (included in
Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP
24.1 Power of Attorney(included on Signature Page)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section
10(a)(3) to the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement;
(2) That, for purpose of determining any liability under the
Securities Act of 1933,
3
4
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned 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 Act of 1934 (and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to any provision or arrangement existing
whereby the registrant may indemnify a director, officer or controlling person
of the registrant against liabilities under Securities Act of 1933, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by an officer, director or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
4
5
SIGNATURES
----------
SECOND BANCORP, INCORPORATED
Pursuant to the requirements of the Securities Act of 1933,
Second Bancorp, Incorporated, certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Warren, State of Ohio, on
the 20th day of August, 2001.
SECOND BANCORP, INCORPORATED
By: /s/ R. L. (Rick) Blossom
--------------------------------------
R. L. (Rick) Blossom
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
following capacities as of August 14, 2001. In addition, the undersigned hereby
constitute and appoint Michael G. Marando or John L. Pogue, or either of them
acting alone, each with the full power of substitution, as his or her respective
true and lawful attorney-in-fact and agent, for him or her and in his or her
name, place and stead, in any and all capacities, to execute a Registration
Statement on Form S-8 relating to the Second Bancorp, Incorporated's 1998
Non-Qualified Stock Option Plan (the "Registration Statement"), and any and all
amendments to such Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement, as fully to all intents and purposes as he or she might or could do
in person, and do hereby ratify and confirm all that such attorney-in-fact and
agent, or their respective substitutes , may lawfully do or cause to be done by
virtue hereof.
/s/ R.L. (Rick) Blossom
-----------------------------------------------
Chairman, President and Chief Executive Officer
/s/ David L. Kellerman
------------------------------------------------
David L. Kellerman, Treasurer
/s/ Alan G. Brant
----------------------------------------------------
Alan G. Brant, Director
/s/ R. J. Wean, III
-----------------------------------------------------
R. J. Wean, III, Director
/s/ J. C. Gibson
-------------------------------------------------------
J.C. Gibson, Director
5
6
/s/ John L. Pogue
-----------------------------------------------------
John L. Pogue, Director
/s/ David A. Allen, Jr.
----------------------------------------------------
David A. Allen, Jr., Director
/s/James R. Izant
------------------------------------------------------
James R. Izant, Director
/s/ John A. Anderson
--------------------------------------------------
John A. Anderson, Director
/s/ Phyllis J. Izant
---------------------------------------------------------
Phyllis J. Izant, Director
/s/ Norman C. Harbert
-------------------------------------------------------
Norman C. Harbert, Director
6
7
INDEX TO EXHIBITS
Number Description
------ -----------
4.1 1998 Non-Qualified Stock Option Plan
5.1 Opinion of Harrington, Hoppe & Mitchell, Ltd.
as to legality of securities being registered
23.1 Consent of Harrington, Hoppe & Mitchell, Ltd.
(included in Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP
24.1 Power of Attorney (included on Signature Page)
7