-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D61piJDmh+Z5CBHMBUDuXKPNoELsfyMsZ7ZW7mJjITYfENTT4R0g6mT2pm/yG3hf R3bOk/3wmO35ebkMakf/Kw== 0000950124-01-000036.txt : 20010122 0000950124-01-000036.hdr.sgml : 20010122 ACCESSION NUMBER: 0000950124-01-000036 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010104 EFFECTIVENESS DATE: 20010104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LNB BANCORP INC CENTRAL INDEX KEY: 0000737210 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 341406303 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-53210 FILM NUMBER: 1502110 BUSINESS ADDRESS: STREET 1: 457 BROADWAY CITY: LORAIN STATE: OH ZIP: 44052-1769 BUSINESS PHONE: 4402446000 S-8 1 k59406s-8.txt REGISTRATION STATEMENT ON FORM S-8 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LNB BANCORP, INC. (Exact Name of Registrant as specified in its Charter) OHIO 34-1406303 (State of Incorporation) (IRS Employer Identification No.) 457 BROADWAY LORAIN, OHIO 44052 (Address of principal executive offices, including zip code) LORAIN NATIONAL BANK EMPLOYEES' 401(K) PLAN (Full Title of the Plan) MR. GARY C. SMITH PRESIDENT AND CHIEF EXECUTIVE OFFICER LNB BANCORP, INC. 457 BROADWAY LORAIN, OHIO 44052 (Name, address and telephone number of agent for service) COPIES TO: EDWIN L. HERBERT, ESQ. WERNER & BLANK CO., L.P.A. 7205 WEST CENTRAL AVENUE TOLEDO, OHIO 43617 (419) 841-8051 CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price Aggregate Offering Registration to be Registered Registered per Share(1) Price(1) Fee Common Shares, $1 par value 80,000 $21.1875 $1,695,000 $448
(1) This figure has been estimated solely for the purpose of determining the registration fee. The figure was calculated pursuant to Rule 457(c) using the average of the high and low prices for the common shares of LNB Bancorp, Inc. (the "Company" or "Registrant") as reported on The NASDAQ Stock Market on January 2, 2001. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein (the "Plan"). 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document or documents containing the information specified in Part I are not required to be filed with the Securities and Exchange Commission (the "Commission") as part of this Form S-8 Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed or to be filed by the Company or the Plan with the Commission are incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1999. (b) All reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end of the fiscal year covered by the Form 10-K referred to in clause (a) above. (c) The description of the Common Shares of the Company contained in the Company's registration statement on Form 8-A dated February 12, 1985, and updated in the Company's Current Report on Form 8-K filed on January 4, 2001, and the description of the Company's Preferred Share Purchase Rights contained in the Company's registration statement on Form 8-A filed on November 6, 2000. (d) All documents filed by the Company or the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold. Item 4. Description of Securities Not applicable. Item 5. Interest of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers Section 1701.13(E) of the Ohio Revised Code 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, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the 3 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 interest of the corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful. Section 1701.13(E)(2) further specifies 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 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 (a) any claim, issue, or matter as to which such person shall have been 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, and (b) any action or suit in which the only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code concerning unlawful loans, dividends and distribution of assets. In addition, Section 1701.13(E) requires a corporation to pay any expenses, including attorney's fees, of a director in defending an action, suit, or proceeding referred to above 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 both (1) repay such amount if it is proved by clear and convincing evidence 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 and (2) reasonably cooperate with the corporation concerning the action, suit, or proceeding. The indemnification provided by Section 1701.13(E) shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation or code of regulations of Registrant. The directors and officers of the Company may be indemnified by the Company pursuant to Article VI of the Company's Amended Code of Regulations which provides as follows: 4 Section 1. Definitions. For purposes of this Article, the following words and phrases shall have the meanings designated below: a. "Claim" means, with respect to any Indemnified Individual, any and all threatened, pending or completed claims, actions, suits or proceedings (whether civil, criminal, administrative, investigative or otherwise and whether under State or Federal law) and any and all appeals related thereto; and b. "Indemnified Individual" means, subject to Section 8 of this Article, such of the following as the Board may determine (by a majority vote of a quorum of disinterested Directors): all past, present and future Shareholders, Directors, Officers, employees and other agents of the Corporation acting in any capacity at the request of or on behalf of the Corporation; and c. "Liabilities" means any and all judgments, decrees, fines, investigation costs, penalties, expenses, fees, amounts paid in settlement, costs, losses, expenses (including, but not limited to, attorneys' fees and court costs), charges, and any other liabilities actually and reasonably incurred by an Indemnified Individual with respect to any Claim, either before or after final disposition of the Claim. Section 2. Indemnification for Third-Party Claims. To the fullest extent authorized or permitted by law, the Shareholders hereby determine that the Corporation shall indemnify and save harmless any and all Indemnified Individuals from and against all Liabilities arising or resulting from any Claim (other than a Claim by or in the right of the Corporation), under which the Indemnified Individual is a party or participant because of actions or omissions of the Corporation or of the Indemnified Individual or of any Shareholder, Director, Officer, employee, agent or other Person acting in any capacity at the request of or on behalf of the Corporation, if such Indemnified Individual has acted in good faith and in a manner the Indemnified Individual reasonably believed to be in and not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, if the Indemnified Individual had no reasonable cause to believe the Indemnified Individual's conduct was unlawful; provided, however, that (unless otherwise determined by a majority vote of a quorum of disinterested Directors) the Corporation shall not indemnify or save harmless an Indemnified Individual for such Person's willful misconduct. Section 3. Indemnification for Claims by or in the Right of the Corporation. To the fullest extent authorized or permitted by law, the Shareholders hereby determine that the Corporation shall indemnify and save harmless any and all Indemnified Individuals from and against all Liabilities arising or resulting from any Claim by or in the right of the Corporation, under which the Indemnified Individual is a party or participant because of actions or omissions of the Corporation or of the Indemnified Individual or of any Shareholder, Director, Officer, employee, agent or other Person acting in any capacity at the request of or on behalf of the Corporation, if the Indemnified Individual acted in good faith and in a manner the Indemnified Individual reasonably believed to be in (or not opposed to) the best interests of the Corporation; provided, however, that the Corporation shall not indemnify or save harmless an Indemnified Individual for (i) such Person's adjudicated negligence or misconduct in the 5 performance of the Indemnified Individual's duty to the Corporation, or (ii) a violation of Section 1701.95 of the Ohio Revised Code. Section 4. Release from Liability and Contribution. To the fullest extent authorized or permitted by law, no Indemnified Individual shall be liable to the Corporation or to any other Person and no Claim shall be maintained against any Indemnified Individual by the Corporation (or, for the Corporation's benefit, by any other Shareholder) because of any action or omission (except for willful misconduct, unless otherwise determined by a majority vote of a quorum of disinterested Directors) of such Indemnified Individual in any capacity at the request of or on behalf of the Corporation; provided, however, that an Indemnified Individual shall be liable to the Corporation for the Indemnified Individual's willful misconduct, unless otherwise determined by a majority vote of a quorum of disinterested Directors. To the fullest extent authorized or permitted by law, no Indemnified Individual shall be responsible for or be required to contribute to the payment of any Liabilities incurred by the Corporation or by any other Indemnified Individual because of the actions or omissions (except for willful misconduct, unless otherwise determined by a majority vote of a quorum of disinterested Directors) of any Indemnified Individual serving in any capacity at the request of or on behalf of the Corporation; provided, however, that an indemnified Individual shall be liable to the Corporation and to any other Indemnified Individual for the Indemnified Individual's willful misconduct, unless otherwise determined by a majority vote of a quorum of disinterested Directors. Section 5. Subrogation. To the extent of any payment by the Corporation under this Article, the Corporation: (i) shall be subrogated to all the Indemnified Individual's rights of recovery from any other Person and, as a condition precedent to any indemnification or other rights under this Article, such Indemnified Individual shall execute all reasonable documents and take all reasonable actions requested by the Corporation to implement the Corporation's right of subrogation, and (ii) hereby waives any right of subrogation against or contribution from an Indemnified Individual. Section 6. Insurance and Similar Protection. Whether or not the indemnification, release and other provisions of Section 2, Section 3 or Section 4 of this Article apply, the Corporation may purchase and maintain insurance upon and/or furnish similar protection (including, but not limited to: trust funds, letters of credit and self-insurance) for any Indemnified Individual to cover any Liabilities such Indemnified Individual might incur from the exercise of the Indemnified Individual's duties for the Corporation or from such Indemnified Individual's capacity as an agent or representative of the Corporation. Section 7. Other Rights. The provisions of this Article shall be in addition to and shall not exclude or limit any rights or benefits to which any Indemnified Individual is or may be otherwise entitled: (a) as a matter of law or statute; (b) by the Articles of Incorporation, Regulations or any bylaws; (c) by any agreement; (d) by the vote of Shareholders or Directors; or (e) otherwise. 6 Section 8. Conditions and Limitations. a. As a condition precedent to the indemnification, release and/or performance of any other obligation of the Corporation under this Article, the Indemnified Individual must first: (1) promptly notify the President or Secretary of the Corporation of any actual or potential Claim; and (2) authorize and permit the Corporation, in its sole discretion, to choose any legal counsel to defend and otherwise handle the Claim and all proceedings and matters related thereto (including, but not limited to, any counter-claims, cross-claims and defenses); and (3) permit the Corporation to assume total, complete and exclusive control of the Claim and all proceedings and matters related thereto (including, but not limited to, any counter-claims, cross-claims and defenses); and (4) in all respects, cooperate with the Corporation and its counsel in the defense of the Claim and in the prosecution of any counter-claims, cross-claims and defenses. b. At the Corporation's option, the Corporation's obligations under this Article may cease and terminate (without notice or demand): (i) if the Indemnified Individual is an employee of the Corporation, upon termination of the Indemnified Individual's employment with the Corporation, or (ii) if the Indemnified Individual is a Director or Officer, upon removal of such Director or Officer for cause (as determined by the Board) in accordance with these Regulations. Registrant carries directors' and officers' liability insurance coverage which insures its directors and officers and the directors and officer of its subsidiaries in certain circumstances. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8:
Number Exhibit 4.1* Second Amended Articles of Incorporation of LNB Bancorp, Inc. 4.2** Amended Code of Regulations of LNB Bancorp, Inc. 4.3 Enrollment Form for Lorain National Bank Employees' 401(k) Plan 5 Opinion of Werner & Blank Co., L.P.A. as to the legality of the securities 23.1 Consent of Werner & Blank Co., L.P.A. (contained in Exhibit 5) 23.1 Consent of KPMG LLP 24 Power of Attorney
The Company will submit the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code. 7 * Incorporated by reference to the Company's filing on Form 10-Q on November 14, 2000. ** Incorporated by reference to the Company's filing on Form 8-K on January 4, 2001. 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 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. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned 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 (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 relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceedings) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 8 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lorain, State of Ohio, on January 3, 2001. By: /s/ Gary C. Smith ---------------------------------------- Gary C. Smith President and Chief Executive Officer (Duly Authorized Representative) 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.
SIGNATURE TITLE DATE /s/ Gary C. Smith President, January 3, 2001 - ------------------ Gary C. Smith Chief Executive Officer and Director (Principal Executive Officer) January 3, 2001 /s/ Thomas P. Ryan Executive Vice President, Secretary and - ------------------ Thomas P. Ryan Director /s/ Gregory D. Friedman Executive Vice President and January 3, 2001 - ----------------------- Gregory D. Friedman Chief Financial Officer (Principal Financial Officer) /s/ Mitchell J. Fallis Vice President and Chief Accounting Officer January 3, 2001 - ---------------------- Mitchell J. Fallis (Principal Accounting Officer)
Directors* Daniel P. Batista Robert M. Campana Terry D. Goode Wellsley O. Gray James R. Herrick James F. Kidd David M. Koethe Benjamin G. Norton Stanley G. Pijor Jeffrey F. Riddell John W. Schaeffer, M.D. Eugene M. Sofranko Leo Weingarten * For each of the above directors pursuant to power of attorney filed with this Registration Statement. By: /s/ Gary C. Smith January 3, 2001 ----------------- (pursuant to power of attorney) THE PLAN. Pursuant to the requirements of the Securities Act of 1933, Lorain National Bank, the Plan administrator, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Lorain, State of Ohio, on January 3, 2001. Lorain National Bank Employees' 401(k) Plan By: Lorain National Bank By: /s/ Gary C. Smith ----------------- Gary C. Smith, President 9 EXHIBIT INDEX 4.1* Second Amended Articles of Incorporation of LNB Bancorp, Inc. 4.2** Amended Code of Regulations of LNB Bancorp, Inc. 4.3 Enrollment Form for Lorain National Bank Employees' 401(k) Plan 5 Opinion of Werner & Blank Co., L.P.A. as to the legality of the securities 23.1 Consent of Werner & Blank Co., L.P.A. (contained in Exhibit 5) 23.2 Consent of KPMG LLP 24 Power of Attorney * Incorporated by reference to the Company's filing on Form 10-Q on November 14, 2000. ** Incorporated by reference to the Company's filing on Form 8-K on January 4, 2001. EX-4.3 2 k59406ex4-3.txt ENROLLMENT FORM FOR LORAIN NATIONAL BANK EMPLOYEES 1 EXHIBIT 4.3 LORAIN NATIONAL BANK 401(K) RETIREMENT PLAN ENROLLMENT FORM AND SALARY SAVINGS AGREEMENT SS Number _____-___-______ Name: ___________________________________________ Date of Birth: ___/___/___ Address: ________________________________________ Date of Hire: ___/___/___ ________________________________________ City: __________________________ State: ______________ Zip Code: __________ [ ] Check here to only correct or change the above information. AUTOMATIC PARTICIPATION NOTICE I am aware that upon my employment to Lorain National Bank, I am automatically enrolled as a participant in the Bancorp (401(k) Retirement Plan and automatically 3% of my compensation will be deferred. 3% of My Compensation From Each Pay [ ] I DO NOT WISH to take advantage of this opportunity to become a Participant in Lorain National Bank 401(k) Retirement Plan at this time. I understand that I may change this election later by filing a new copy of this form. I AM CURRENTLY A PARTICIPANT As a participant, I AUTHORIZE Lorain National Bank TO CHANGE the amount it deducts from my Compensation from _________% of My Compensation To __________% of My Compensation I understand that this change will be effective on the first date of the next valuation date. [ ] I WITHDRAW MY AUTHORIZATION TO CONTINUE payroll deductions under the Lorain National Bank 401(k) Retirement Plan. I understand this will be effective 30 days from delivery of this notice to Lorain National Bank. I further understand that I may again authorize payroll deductions if I file a new copy of this form. Signed: _________________________________________ Date: _______________ Participant Signed: _________________________________________ Date: _______________ On Behalf Of The Plan EX-5 3 k59406ex5.txt OPINION OF WERNER & BLANK CO. 1 EXHIBIT 5 January 3, 2001 LNB Bancorp, Inc. 457 Broadway Lorain, Ohio 44052 Re: Lorain National Bank Employees' 401(k) Plan - Issuance of Shares Gentlemen: This letter is written in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933, as amended (the "Securities Act"), for the purpose of registering 80,000 LNB Bancorp, Inc. common shares, $1 par value (the "Shares") of LNB Bancorp, Inc. (the "Company"), to be offered and sold pursuant to the Lorain National Bank Employees' 401(k) Plan (the "Plan"), together with an indeterminate amount of interests in the Plan. For purposes of rendering the opinion expressed below, we have examined and relied upon originals, or copies certified to my satisfaction, of such records, documents, certificates of public officials and officers of the Company, and other documents and instruments as we have deemed appropriate. In conducting my examination, we have assumed, without investigation, the genuineness of all signatures, the correctness of all certificates, the authenticity of all documents submitted to us as originals, the conformity to original documents of all document submitted to us as certified or photostatic copies and the authenticity of the originals of such copies, and the accuracy and completeness of all records made available to us by the Company. In rendering our opinion below, we have assumed, without investigation, that any certificate or other document on which we have relied that was given or dated earlier than the date of this letter continued to remain accurate insofar as relevant to such opinion, from such earlier date through and including the date of this letter. In addition, we have assumed, without investigation, the accuracy of the representations and statements as to factual matters made in the Registration Statement and in the prospectus to be delivered to each shareholder and employee of the Company participating in the Plan (the "Prospectus"), and the accuracy of representations and statements as to factual matters made by the officers and employees of the Company and public officials. The opinion expressed below is subject, without investigation, to the following assumptions: A. The Registration Statement will become automatically effective on the day of the filing thereof with the Commission pursuant to Rule 462 under the Securities Act, and, together 2 with any subsequent amendments thereto, will continue to remain effective under the Securities Act, throughout all periods relevant to the opinion expressed below. LNB Bancorp, Inc. January 3, 2001 Page 2 B. The Prospectus will fulfill, and, together with any subsequent amendments or supplements thereto, will continue to fulfill all of the requirements of the Securities Act, throughout all periods relevant to the opinion expressed below. C. The resolutions of the board of directors authorizing the adoption of the Plan, the amendments to the Plan, and the offer, sale and issuance of the Shares pursuant to the Plan, (the "Authorizing Resolutions") will not be revoked or rescinded, and no amendment, modification, or other alteration of the Authorizing Resolutions will cause such resolutions, as amended, to deviate materially in substance from the provisions of the Authorizing Resolutions as in effect on the date hereof. D. All offers, sales and issuances of the Shares will be made in a manner (i) which complies with the terms, provisions and conditions described in the Prospectus and any amendments or supplements to the Prospectus, and (ii) which is within the scope of the Authorizing Resolutions. E. All offers, sales and issuances of the Shares will be made in accordance with the terms, provisions, and conditions of the Plan. F. All offers, sales and issuances of the Shares will comply with the securities laws of the states having jurisdiction thereover. G. At all times relevant to the opinion set forth below, the Company has been and will remain in good standing in Ohio and in each foreign jurisdiction where qualification is required. H. No subsequent amendment, modification or other alteration of the Plan, the Prospectus or the Registration Statement will cause the terms, provisions and conditions relating to the offer, sale and issuance of the Shares pursuant thereto to deviate materially in substance from said terms, provisions and conditions as described therein on the date hereof. The opinion expressed below is subject to the following qualifications: (a) The opinion expressed below is limited to the matters expressly set forth in this opinion letter, and no opinion is to be implied or may be inferred beyond the matters expressly so stated. (b) We disclaim any obligation to update this opinion letter for events occurring after the date of this opinion letter. (i) The opinion expressed below is limited to the effect of the General Corporation Law of the State of Ohio; accordingly, no opinion is expressed with respect to the laws of any other jurisdiction, or the effect thereof, on the offer, sale or issuance of the Shares. 3 LNB Bancorp, Inc. January 3, 2001 Page 3 Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued, will be validly issued, fully paid and nonassessable. * * * I hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. This opinion letter is rendered solely for your benefit in connection with the Registration Statement. Except as provided in this opinion letter, without my prior written consent, this opinion letter may not be: (i) relied upon by any other person or for any other purpose; (ii) quoted in whole or in part or otherwise referred to in any report or document; or (iii) furnished (the original or copies thereof) to any other person. Sincerely, /s/ Werner & Blank Co., L.P.A. Werner & Blank Co., L.P.A. EX-23.2 4 k59406ex23-2.txt CONSENT OF KPMG LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors LNB Bancorp, Inc.: We consent to incorporation by reference in the registration statement on Form S-8 of LNB Bancorp, Inc. of our report dated January 28, 2000, relating to the consolidated balance sheets of LNB Bancorp, Inc. and subsidiary as of December 31, 1999 and 1998, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1999, which report appears in the December 31, 1999 annual report on Form 10-K of LNB Bancorp, Inc. /s/ KPMG LLP KPMG LLP Cleveland, Ohio January 3, 2001 EX-24 5 k59406ex24.txt POWER OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY DIRECTORS OF LNB BANCORP, INC. Know all men by these presents that each person whose name is signed below has made, constituted and appointed, and by this instrument does make, constitute and appoint Gary C. Smith his true and lawful attorney with full power of substitution and resubstitution to affix for him and in his name, place and stead, as attorney-in-fact, his signature as director or officer, or both, of LNB Bancorp, Inc., an Ohio corporation (the "Company"), to a Registration Statement on Form S-8 registering under the Securities Act of 1933, common shares and plan interests to be offered and sold under the Lorain National Bank Employees' 401(k) Plan, and to any and all amendments, post-effective amendments and exhibits to that Registration Statement, and to any and all applications and other documents pertaining thereto, giving and granting to such attorney-in-fact full power and authority to do and perform every act and thing whatsoever necessary to be done in the premises, as fully as he might or could do if personally present, and hereby ratifying and confirming all that said attorney-in-fact or any such substitute shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed at Lorain, Ohio, this 19th day of December, 2000. /s/ Daniel P. Batista Director - -------------------------------------------- Daniel P. Batista /s/ Robert M. Campana Director - -------------------------------------------- Robert M. Campana /s/ Terry D. Goode Director - -------------------------------------------- Terry D. Goode /s/ Wellsley O. Gray Director - -------------------------------------------- Wellsley O. Gray /s/ James R. Herrick Director - -------------------------------------------- James R. Herrick /s/ James F. Kidd Vice Chairman of the Board - -------------------------------------------- James F. Kidd and Director /s/ David M. Koethe Director - -------------------------------------------- David M. Koethe 2 /s/ Benjamin G. Norton Director - -------------------------------------------- Benjamin G. Norton /s/ Stanley G. Pijor Chairman of the Board - -------------------------------------------- Stanley G. Pijor and Director /s/ Jeffrey F. Riddell Director - -------------------------------------------- Jeffrey F. Riddell /s/ Thomas P. Ryan Director, Executive Vice President - -------------------------------------------- Thomas P. Ryan and Secretary /s/ John W. Schaeffer, M. D. Director - -------------------------------------------- John W. Schaeffer, M.D. /s/ Eugene M. Sofranko Director - -------------------------------------------- Eugene M. Sofranko /s/ Leo Weingarten Director - -------------------------------------------- Leo Weingarten
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