-----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, NXkk4Q2JMqxDTxRO9qbJcDrzQD5jiqSkuxJyVaRS2FHALTc+D27TYg1miwdR4jet jI4jFer82wb9hkZPkgClTQ== 0000950152-02-006757.txt : 20020903 0000950152-02-006757.hdr.sgml : 20020903 20020903161218 ACCESSION NUMBER: 0000950152-02-006757 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020903 EFFECTIVENESS DATE: 20020903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST CITIZENS BANC CORP /OH CENTRAL INDEX KEY: 0000944745 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 341558688 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-99089 FILM NUMBER: 02755441 BUSINESS ADDRESS: STREET 1: 100 EAST WATER ST STREET 2: P O BOX 5016 CITY: SANDUSKY STATE: OH ZIP: 44870 BUSINESS PHONE: 4196254121 MAIL ADDRESS: STREET 1: 100 EAST WATER ST STREET 2: P O BOX 5016 CITY: SANDUSKY STATE: OH ZIP: 44870 S-8 1 l95988asv8.txt FIRST CITIZENS BANC CORP > FORM S-8 As filed with the Securities and Exchange Commission on September 3, 2002 Registration No. 333-________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIRST CITIZENS BANC CORP ------------------------ (Exact Name of Registrant as Specified in its Charter) Ohio 34-1558688 ---- ---------- (State of Organization) (I.R.S. Employer Identification No.) 100 East Water Street, Sandusky, Ohio 44870 - ------------------------------------- ----- (Address of Principal Executive Offices) (ZIP Code) FIRST CITIZENS BANC CORP 2000 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN (the "Plan") ----------------------------------------------- (Full Title of the Plan) David A. Voight Copy to: Mary Patricia Donnelly Oliver, Esq. First Citizens Banc Corp Squire, Sanders & Dempsey L.L.P. 100 East Water Street 4900 Key Tower Sandusky, Ohio 44870 127 Public Square (419) 625-4121 Cleveland, Ohio 44114-1304 - ---------------------------- (216) 479-8500 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered(1) Share(2) Price Fee - -------------------------------------------------------------------------------- Common Shares of Beneficial Interest, 225,000 $23.93 $5,384,250 $495.35 no par Value - ----------------- 1 An undetermined number of additional Common Shares may be issued if the antidilution provisions of the Plan become operative. 2 Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant to Securities Act Rule 457 (h), the proposed maximum offering price per unit is calculated as the average of the high and low prices for the common stock as quoted on The NASDAQ SmallCap Market as of August 29, 2002. PART I INFORMATION REQUIRED TO IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 (plan information and registrant information and employee plan annual information) will be or have been sent or given to employees as specified by Rule 428 (b) (1) of the securities Act of 1933, as amended (the "Securities Act"). Such document need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10 (a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. - ------ --------------------------------------- The following documents and reports filed with the Securities and Exchange Commission (the "Commission") by First Citizens Banc Corp (File No. 000-25980) ("First Citizens Banc") are incorporated herein by reference: (a) Annual Report on Form 10-K of First Citizens Banc for the fiscal year ended December 31, 2001; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a), above; and (d) The description of First Citizens Banc's Common Shares contained in First Citizens Banc's Registration Statement on Form S-4 (File No. 333-75180) filed on December 14, 2001, including any amendment or report filed for the purpose of updating such description. All reports and other documents subsequently filed by First Citizens Banc pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment that indicates that all securities offered pursuant to this Registration Statement have been sold or that deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in and to be a part of this Registration Statement from the date of filing of such reports and documents. Item 4. Description of Securities. - ------ ------------------------- Not Applicable. 2 Item 5. Interests of Named Experts and Counsel. - ------ -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers. - ------ ----------------------------------------- Article Eighth of First Citizens Banc's Articles of Incorporation provide that First Citizens Banc shall have the power to indemnify its present and past directors, officers, employees and agents, and such other persons as it shall have powers to indemnify, to the full extent permitted under, and subject to the limitations of, Title 17 of the Ohio Revised Code. Such Articles of Incorporation further provide that First Citizens Banc may, upon the affirmative vote of a majority of its Board of Directors, purchase insurance for the purpose of indemnifying its directors, officers, employees and agents to the extent that such indemnification is allowed by the Articles of Incorporation. Item 7. Exemption from Registration Claimed. - ------ ----------------------------------- Not Applicable. Item 8. Exhibits. - ------ -------- The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. Item 9. Undertakings. - ------ ------------ (a) First Citizens Banc 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) 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 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% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.; 3 (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 (i) and (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 with or furnished to the Commission by First Citizens Banc pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in this 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) First Citizens Banc hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of First Citizens Banc's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of First Citizens Banc pursuant to the foregoing provisions, or otherwise, First Citizens Banc 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 First Citizens Banc of expenses incurred or paid by a director, officer or controlling person of First Citizens Banc 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, First Citizens Banc 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 Act and will be governed by the final adjudication of such issue. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, First Citizens Banc 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 Sandusky, State of Ohio, on this [30th] day of [August], 2002. FIRST CITIZENS BANC CORP By: /s/ David A. Voight ----------------------- Title: President, Chief Executive Officer and Director Dated: September 3, 2002 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- /s/ David A. Voight President, Chief Executive September 3, 2002 - ------------------- Officer and Director David A. Voight /s/ Todd A. Michel Controller/Principal September 3, 2002 - ------------------ Financial Officer/ Todd A. Michel Principal Accounting Officer /s/ John L. Bacon* Director September 3, 2002 - ----------------- John L. Bacon /s/ Robert L. Bordner* Director September 3, 2002 - --------------------- Robert L. Bordner /s/ Mary Lee G. Close* Director September 3, 2002 - --------------------- Mary Lee G. Close /s/ Blythe A. Friedley* Director September 3, 2002 - ---------------------- Blythe A. Friedley /s/ Richard B. Fuller* Director September 3, 2002 - --------------------- Richard B. Fuller /s/ H. Lowell Hoffman, M.D.* Director September 3, 2002 - --------------------------- H. Lowell Hoffman, M.D. 5 Signature Title Date - --------- ----- ---- /s/ Lowell W. Leech* Director September 3, 2002 - ------------------- Lowell W. Leech /s/ Dean S. Lucal* Director September 3, 2002 - ----------------- Dean S. Lucal /s/ W. Patrick Murray* Director September 3, 2002 - --------------------- W. Patrick Murray /s/ George L. Mylander* Director September 3, 2002 - ---------------------- George L. Mylander /s/ Paul H. Pheiffer* Director September 3, 2002 - -------------------- Paul H. Pheiffer /s/ Robert L. Ransom* Director September 3, 2002 - -------------------- Robert L. Ransom /s/ Leslie D. Stoneham* Director September 3, 2002 - ---------------------- Leslie D. Stoneham /s/ David H. Strack, D.D.S.* Director September 3, 2002 - --------------------------- David H. Strack, D.D.S /s/ Daniel J. White* Director September 3, 2002 - ------------------- Daniel J. White * The undersigned attorney-in-fact, by signing his name below, does hereby sign this Registration Statement on Form S-8 on behalf of the above-named officers and directors pursuant to a power of attorney executed by such persons and filed with the Securities and Exchange Commission contemporaneously herewith. /s/ David A. Voight ------------------- David A. Voight Attorney-in-Fact. 6 EXHIBIT INDEX Exhibit Exhibit Number Description - ------ ----------- 3(i) Articles of Incorporation, as amended, of First Citizens Banc (incorporated by reference to Exhibit 3(i) to First Citizens Banc's Form 10-K (File No. 000-25980), for the year ended December 31, 1999, filed on March 24, 2000) 3(ii) Code of Regulations of First Citizens Banc (incorporated by reference to Exhibit 3(ii) to First Citizens Banc's Form 10-K (File No. 000-25980), for the year ended December 31, 1999, filed on March 24, 2000) 4 First Citizens Banc Corp 2000 Stock Option and Stock Appreciation Rights Plan 5 Opinion of Squire, Sanders & Dempsey L.L.P. as to the Common Shares being registered 23(i) Consent of Crowe, Chizek and Company LLP 23(ii) Consent of Squire, Sanders & Dempsey L.L.P. (contained in opinion filed as Exhibit 5) 24 Power of Attorney EX-5 3 l95988aexv5.txt EX-5 OPINION OF SQUIRES SANDERS AND DEMPSEY Exhibit 5 SQUIRE, SANDERS & DEMPSEY L.L.P. 4900 Key Tower 127 Public Square Cleveland, Ohio 44114-1304 Telephone: (216) 479-8500 Fax: (216) 861-4929 September 3, 2002 First Citizens Banc Corp 100 East Water Street Sandusky, Ohio 44870 Ladies and Gentlemen: We have acted as counsel for First Citizens Banc Corp ("First Citizens Banc") in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to 225,000 Common Shares of Beneficial Interest, no par value, of First Citizens Banc (the "Shares"), issuable upon the exercise of options granted and to be granted pursuant to the First Citizens Banc Corp 2000 Stock Option and Stock Appreciation Rights Plan (the "Plan"). We have reviewed the Registration Statement and the Plan and have examined such other documents, and considered such matters of law, as we have deemed necessary or appropriate for purposes of this opinion. We also have reviewed certificates of public officials and officers of First Citizens Banc and have relied upon such certificates as to the various factual matters contained in the certificates. We have assumed the genuineness of all signatures on all documents reviewed by us, the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies. We also have assumed there will be a sufficient number of authorized Shares available at the time of issuance of Shares upon the exercise of options granted under the Plan. Based upon the foregoing, we are of the opinion that, when issued in accordance with the Plan, the Shares will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations under such Act. Respectfully submitted, /s/ Squire, Sanders & Dempsey L.L.P. EX-23.I 4 l95988aexv23wi.txt EX-23(I) CONSENT EXHIBIT 23(i) CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 for First Citizens Banc Corp, The First Citizens Banc Corp 2000 Stock Option and Stock Appreciation Rights Plan, of our report dated February 1, 2002, relating to the consolidated balance sheets of First Citizens Banc Corp as of December 31, 2001 and 2000 and the related consolidated statements of income, changes in shareholders' equity and cash flows, for each of three years in the period ending December 31, 2001, which report was filed with Form 10-K of First Citizens Banc Corp for the year ended December 31, 2001. /s/ Crowe, Chizek and Company LLP Columbus, Ohio September 3, 2002 EX-24 5 l95988aexv24.txt EX-24 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, constitutes and appoints DAVID A. VOIGHT, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to execute the Registration Statement on Form S-8 of First Citizens Banc Corp including any and all amendments (including post-effective amendments) thereto, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting 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 and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming that such attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. This power of attorney has been signed by the following persons in the capacities and on the dates indicated below. Signature Title Date - --------- ----- ---- /s/ David A. Voight President, Chief Executive August 22, 2002 - ------------------- Officer and Director David A. Voight /s/ John L. Bacon Director August 22, 2002 - ----------------- John L. Bacon /s/ Robert L. Bordner Director August 26, 2002 - --------------------- Robert L. Bordner /s/ Mary Lee G. Close Director August 28, 2002 - --------------------- Mary Lee G. Close /s/ Blythe A. Friedley Director August 22, 2002 - ---------------------- Blythe A. Friedley /s/ Richard B. Fuller Director August 28, 2002 - --------------------- Richard B. Fuller /s/ H. Lowell Hoffman, M.D. Director August 28, 2002 - --------------------------- H. Lowell Hoffman, M.D. /s/ Lowell W. Leech Director August 22, 2002 - ------------------- Lowell W. Leech Signature Title Date - --------- ----- ---- /s/ Dean S. Lucal Director August 22, 2002 - ----------------- Dean S. Lucal /s/ W. Patrick Murray Director August 30, 2002 - --------------------- W. Patrick Murray /s/ George L. Mylander Director August 27, 2002 - ---------------------- George L. Mylander /s/ Paul H. Pheiffer Director August 29, 2002 - -------------------- Paul H. Pheiffer /s/ Robert L. Ransom Director August 22, 2002 - -------------------- Robert L. Ransom /s/ Leslie D. Stoneham Director August 23, 2002 - ---------------------- Leslie D. Stoneham /s/ David H. Strack, D.D.S. Director August 28, 2002 - --------------------------- David H. Strack, D.D.S. /s/ Daniel J. White Director August 23, 2002 - ------------------- Daniel J. White -----END PRIVACY-ENHANCED MESSAGE-----