As
filed
with the Securities and Exchange Commission on May 14, 2008
Registration
No. 333 - _______
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________________________________
RURBAN
FINANCIAL CORP.
(Exact
name of registrant as specified in its charter)
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Ohio
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34-1395608
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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401
Clinton Street, Defiance, Ohio
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43512
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Rurban
Financial Corp. 2008 Stock Incentive Plan
(Full
title of the plan)
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Duane
L. Sinn
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Copy
to:
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Executive
Vice President and
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Anthony
D. Weis, Esq.
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Chief
Financial Officer
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Vorys,
Sater, Seymour and Pease LLP
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Rurban
Financial Corp.
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52
East Gay Street
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401
Clinton Street
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P.O.
Box 1008
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P.O.
Box 467
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Columbus,
Ohio 43216-1008
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Defiance,
Ohio 43512
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(Name
and address of agent for service)
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(419)
783-8950
(Telephone
number, including area code, of agent for service)
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Large
Accelerate Filer o
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Accelerated
Filer o
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Non-Accelerated
Filer o
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Smaller
Reporting Company x
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Calculation
of Registration Fee
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Title
of securities
to
be registered
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Amount
to be registered
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Proposed
maximum offering
price
per share (1)
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Proposed
maximum aggregate
offering
price
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Amount
of registration
fee
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Common
Shares,
without
par value
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250,000
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$10.40
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$2,600,000
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$102.18
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(1)
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Estimated
solely for the purpose of computing the aggregate offering price
and the
registration fee pursuant to Rules 457(c) and 457(h) promulgated
under the
Securities Act of 1933, as amended, and computed on the basis of
$10.40
per share, which is the average of the high and low sales prices
of the
Common Shares of Rurban Financial Corp. as reported on The NASDAQ
Global
Market on May 9, 2008.
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Part
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participants in the Rurban Financial Corp. 2008 Stock
Incentive Plan (the “Plan) as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the “Securities Act”). Such documents are not being
filed with the Securities and Exchange Commission (the “Commission”) either as
part of this Registration Statement on Form S-8 (this “Registration Statement”)
or as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. Such documents and the documents incorporated by reference
in
this Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, 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.
Rurban
Financial Corp. (the “Registrant” or the “Company”) hereby incorporates into
this Registration Statement the following documents filed by the Registrant
with
the Commission:
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The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2007 (File No. 0-13507);
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The
Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2008 (File No. 0-13507);
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The
Current Report on Form 8-K filed by the Registrant with the Commission
on
April 22, 2008 (other than with respect to Items 2.02 and 7.01 and
Exhibits 99.1 and 99.2) (File No. 0-13507);
and
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The
description of the Registrant’s common shares, without par value (the
“Common Shares”), contained in the Form S-4 Registration Statement filed
by the Registrant with the Commission on July 26, 2005 (File No.
333-126892), as amended by the Pre-Effective Amendment No. 1 to Form
S-4
Registration Statement filed by the Registrant with the Commission
on
September 2, 2005, or contained in any subsequent amendment or report
filed for the purpose of updating such description.
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All
documents which may be filed by the Registrant with the Commission pursuant
to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
under the Plan pursuant to this Registration Statement have been sold or which
deregisters all securities then remaining unsold, shall also be deemed to be
incorporated by reference in this Registration Statement and to be made a part
hereof from the date of filing of such documents. Information furnished to,
rather than filed with, the Commission under any of the Registrant’s Current
Reports on Form 8-K is specifically not incorporated by reference into this
Registration Statement.
Any
statement contained in a document incorporated or deemed to be incorporated
in
this Registration Statement by reference, or contained in this Registration
Statement, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any
subsequently filed document which also is or is deemed to be incorporated by
reference in this Registration Statement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so
modified or superseded, to constitute a part of this Registration
Statement.
Item
4. Description of Securities.
Not
Applicable.
Item
5. Interests of Named Experts and Counsel.
Not
Applicable.
Item
6. Indemnification of Directors and Officers.
Division
(E) of Section 1701.13 of the Ohio Revised Code governs indemnification by
an
Ohio corporation and provides as follows:
(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.
(5)(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.
Article
Five of the Code of Regulations of the Registrant governs indemnification by
the
Registrant and provides as follows:
Section
5.01. Indemnification.
The
corporation shall 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 threatened or instituted directly by the corporation) by reason of
the
fact that he is or was a director or officer of the corporation or any present
or former director or officer of the corporation who is or was serving at the
request of the corporation as a director, trustee, officer, employee or agent
of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid
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,
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 which 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.
Section
5.02. Discretionary Indemnification.
The
corporation may 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 by reason
of the fact that he is or was an employee or agent of the corporation or is
or
was serving at the request of the corporation as a director, trustee, officer,
employee or agent of another corporation, partnership, joint venture, trust,
or
other enterprise, against expenses (including attorneys’ fees), judgments, fines
and amounts paid 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, 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 which 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.
The
corporation may also 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 which is threatened or instituted by the corporation
directly (rather than a derivative action in the right of the corporation)
to
produce a judgment in its favor by reason of the fact that he is or was a
director or officer of the corporation or any present or former director or
officer of the corporation who is or was serving at the request of the
corporation as a director, trustee, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys’ fees) actually and reasonably incurred by him,
judgments and amounts paid in connection with 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 such indemnification shall
be
made in respect of 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 of Defiance County, Ohio or the court in which such action or
suit
was brought shall determine 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 such Court
of
Common Pleas or such other court shall deem proper.
Section
5.03. Indemnification for Expenses.
To the
extent that a director, trustee, officer, employee or agent has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in Section 5.02 hereof, or in defense of any claim, issue or matter therein,
he shall be promptly indemnified by the corporation against expenses (including
attorneys’ fees) actually and reasonably incurred by him in connection
therewith.
Section
5.04. Determination Required.
Any
indemnification under Sections 5.01 and 5.02 (unless ordered by a court) shall
be made by the corporation only upon a determination that the indemnification
of
the director, trustee, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in Sections
5.01
and 5.02. Such determination shall be made (A) by the Board of Directors by
a
majority vote of a quorum consisting of directors who were not and are not
parties to, or threatened with, such action, suit or proceeding or (B) if such
a
quorum is not obtainable or if a majority of a quorum of disinterested directors
so directs, in a written opinion by independent legal counsel, or (C) by the
shareholders. Any determination made by the disinterested directors or by
independent legal counsel under this Section 5.04 to provide indemnity under
Section 5.01 or 5.02 to a person threatened or sued in the right of the
corporation (derivatively) shall be promptly communicated to the person who
threatened or brought the derivative action or suit in the right of the
corporation, and such person shall have the right, within 10 days after receipt
of such notification, to petition the Court of Common Pleas of Defiance County,
Ohio or the court in which action or suit was brought to review the
reasonableness of such determination.
Section
5.05. Advances for Expenses.
Expenses (including attorneys’ fees) incurred in defending any civil or criminal
action, suit, or proceeding referred to in Sections 5.01 and 5.02 may be paid
by
the corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director, trustee, officer,
employee, or agent to repays such amount, unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation as
authorized in this Article Five.
Section
5.06. Article Five Not Exclusive.
The
indemnification provided by this Article Five shall not be deemed exclusive
of
any other rights to which those seeking indemnification may be entitled under
the Articles or the Regulations or any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, trustee, officer,
employee, or agent and shall inure to the benefit of the heirs, executors,
and
administrators of such a person.
Section
5.07. Insurance.
The
corporation may purchase and maintain insurance on behalf of 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, or agent of another corporation, 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
the provisions of this Article Five.
Section
5.08. Definition of “the Corporation”.
As used
in this Article Five, references to “the corporation” include all constituent
corporations in a consolidation or merger and the new or surviving corporation,
so that any person who is or was a director, trustee, officer, employee or
agent
of such a constituent corporation, or is or was serving at the request of such
constituent corporation as a director, trustee, officer, employee, or agent
of
another corporation, partnership, joint venture, trust, or other enterprise,
shall stand in the same position under the provisions of this Article Five
with
respect to the new or surviving corporation as he would if he had served the
new
or surviving corporation in the same capacity.
The
Registrant also maintains directors and officers liability insurance policies
to
insure such individuals against certain liabilities which might be incurred
by
them in such capacities.
Section
3.1(f) of the Plan provides that the Registrant will indemnify members of the
Board of Directors (the “Board”) or of the Compensation Committee with respect
to their administration of the Plan under certain specified circumstances.
Section 3.1(f) of the Plan provides as follows:
Each
person who is or shall have been a member of the Committee or of the Board
shall
be indemnified and held harmless by the Company against and from any loss,
cost,
liability or expense that may be imposed upon or reasonably incurred by him
in
connection with or resulting from any claim, action, suit or proceeding to
which
he may be a party or in which he may be involved by reason of any action taken
or failure to act under the Plan and against and from any and all amounts paid
by him in settlement thereof, with the Company’s approval, or paid by him in
satisfaction of judgment in any such action, suit or proceeding against him;
provided that he shall give the Company an opportunity, at its own expense,
to
handle and defend the same before he undertakes to handle and defend it on
his
own behalf. The foregoing right of indemnification shall not be exclusive of
any
other rights of indemnification to which such person may be entitled under
the
Company’s articles of incorporation or regulations, as a matter of law, or
otherwise, or any power that the Company may have to indemnify him or hold
him
harmless.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
See
the
Index to Exhibits attached hereto at page 12.
Item
9. Undertakings.
A. The
undersigned Registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
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(ii)
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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; and
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(iii)
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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;
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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
reports filed with or furnished to the Commission 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.
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(2)
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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.
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(3)
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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.
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B.
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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 that is
incorporated by reference in the registration statement shall be
deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed
to be the initial bona fide offering thereof.
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C.
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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 of this
Part II, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred
or paid by a director, officer or controlling person of the Registrant
in
the successful defense of any action, suit or proceeding) is asserted
by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of
its counsel the matter has been settled by controlling precedent,
submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and
will be governed by the final adjudication of such issue.
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[Remainder
of page intentionally left blank; signatures on following
page]
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City
of Defiance, State of Ohio, on May 14, 2008.
RURBAN
FINANCIAL CORP.
By:
/s/ Duane
L.
Sinn__________
Duane
L.
Sinn
Executive
Vice President and Chief Financial Officer
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on the
14th
day of
May, 2008.
|
Signature
|
|
Title
|
| |
|
|
|
/s/
Kenneth
A. Joyce
|
|
President,
Chief Executive Officer, and Director
|
|
Kenneth
A. Joyce
|
|
| |
|
|
|
/s/
Duane
L. Sinn
|
|
Executive
Vice President and Chief Financial Officer
|
|
Duane
L. Sinn
|
|
| |
|
|
|
*
|
|
Director
|
|
Thomas
A. Buis
|
|
|
| |
|
|
|
*
|
|
Director
|
|
Thomas
M. Callan
|
|
|
| |
|
|
|
*
|
|
Director
|
|
John
R. Compo
|
|
|
| |
|
|
|
*
|
|
Director
|
|
Robert
A. Fawcett, Jr.
|
|
|
| |
|
|
|
*
|
|
Director
|
|
Richard
L. Hardgrove
|
|
|
| |
|
|
|
*
|
|
Director
|
|
Rita
A. Kissner
|
|
|
| |
|
|
|
*
|
|
Director
|
|
Thomas
L. Sauer
|
|
|
| |
|
|
|
*
|
|
Director
|
|
Steven
D. VanDemark
|
|
|
|
Signature
|
|
Title
|
| |
|
|
|
*
|
|
Director
|
|
J.
Michael Walz, D.D.S
|
|
|
| |
|
|
*By
Duane
L. Sinn pursuant to Powers of Attorney executed by the directors listed above,
which Powers of Attorney are being filed with the Securities and Exchange
Commission as an exhibit to this Registration Statement.
By:
/s/ Duane L.
Sinn
Duane
L.
Sinn
Attorney-in-Fact
INDEX
TO EXHIBITS
|
Exhibit
No.
|
Description
|
|
Location
|
| |
|
|
|
|
4.1
|
Amended
Articles of Incorporation of Rurban Financial Corp.
|
|
Incorporated
herein by reference to Exhibit 3(a)(i) to the Registrant’s Annual Report
on Form 10-K for the fiscal year ended December 31, 1989 (File No.
0-13507).
|
| |
|
|
|
|
4.2
|
Certificate
of Amendment to the Amended Articles of Incorporation of Rurban Financial
Corp.
|
|
Incorporated
herein by reference to Exhibit 3(b) to the Registrant’s Annual Report on
Form 10-K for the fiscal year ended December 31, 1993 (File No.
0-13507).
|
| |
|
|
|
|
4.3
|
Certificate
of Amendment to the Amended Articles of Incorporation of Rurban Financial
Corp.
|
|
Incorporated
herein by reference to Exhibit 3(c) to the Registrant’s Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 (File No.
0-13507).
|
| |
|
|
|
|
4.4
|
Amended
and Restated Articles of Incorporation of Rurban Financial Corp.
[Note:
filed for purposes of SEC reporting compliance only - this document
has
not been filed with the Ohio Secretary of State.]
|
|
Incorporated
herein by reference to Exhibit 3(d) to the Registrant’s Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 (File No.
0-13507).
|
| |
|
|
|
|
4.5
|
Amended
and Restated Regulations of Rurban Financial Corp.
|
|
Incorporated
herein by reference to Exhibit 3.5 to the Registrant’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2005 (File No.
0-13507).
|
| |
|
|
|
|
5.1
|
Opinion
of Vorys, Sater, Seymour and Pease LLP regarding the legality of
the
securities being registered
|
|
Filed
herewith
|
| |
|
|
|
|
10
|
Rurban
Financial Corp. 2008 Stock Incentive Plan
|
|
Incorporated
herein by reference to Exhibit 10 to the Registrant’s Current Report on
Form 8-K filed April 22, 2008 (File No. 0-13507).
|
| |
|
|
|
|
23.1
|
Consent
of Independent Registered Public Accounting Firm - BKD, LLP
|
|
Filed
herewith
|
| |
|
|
|
|
23.2
|
Consent
of Vorys, Sater, Seymour and Pease LLP
|
|
Included
in Exhibit 5.1
|
| |
|
|
|
|
24
|
Powers
of Attorney
|
|
Filed
herewith
|