As filed with the Securities and Exchange Commission on July 19, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
MIDDLEFIELD BANC CORP.
(Exact name of registrant as specified in its charter)
Ohio 34-1585111
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
15985 East High Street, Middlefield, Ohio 44062-9263
(Address of Principal Executive Offices)
1999 Stock Option Plan
(Full Title of the Plan)
Thomas G. Caldwell Copies to:
President and Chief Executive Officer Francis X. Grady, Esq.
Middlefield Banc Corp. Grady & Associates
15985 East High Street 20950 Center Ridge Road, Suite 100
Middlefield, Ohio 44062-9263 Rocky River, Ohio 44116-4307
(440) 632-1666 (440) 356-7255
(Name, Address and
Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Title of Each Class Of Securities To Amount To Be Proposed Maximum Offering Proposed Maximum Amount Of
Be Registered Registered Price Per Share Aggregate Offering Price Registration Fee
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common stock, no par value 7,000 shares /(1)/ $ 31.75 $ 222,250 $ 55.56
common stock, no par value 2,500 shares /(1)/ $ 31.00 $ 77,500 $ 19.38
common stock, no par value 11,480 shares /(1)/ $ 24.00 $ 275,520 $ 68.88
common stock, no par value 93,886 shares /(1)/ $ 17.29 /(2)/ $ 1,623,289 /(2)/ $ 405.82 /(2)/
------------------------------------------------------------------------------------------------------------------------------------
Total 114,866 shares $ 19.14 (average) $ 2,198,559 $ 549.64
====================================================================================================================================
(1) Shares of Middlefield Banc Corp. common stock issuable upon exercise of
options granted (totaling 20,980 shares) or that may be granted hereafter (up to
93,886 shares) under the 1999 Stock Option Plan, together with an indeterminate
number of additional shares to adjust the number of shares issuable under the
plan as a result of stock splits, stock dividends and similar changes in
outstanding common stock, as provided in Rule 416(a) under the Securities Act of
1933.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee. Consistent with Rule 457(h) under the Securities Act of 1933,
the price per share is estimated to be $17.29, the book value per share of
Middlefield Banc Corp. common stock on June 30, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the instructions to Part I of Form S-8, the information
required to be set forth in Part I of Form S-8 has been omitted from this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Form S-8 Registration Statement is filed for the purpose of
registering the offer, sale and issuance of shares of Middlefield Banc Corp.
common stock, without par value, to be issued upon exercise of options granted
or to be granted from time to time under Middlefield Banc Corp.'s 1999 Stock
Option Plan. An aggregate of up to 114,866 shares of Middlefield Banc Corp.
common stock may be issued upon exercise of options under the 1999 Stock Option
Plan. The aggregate number of shares that may be issued under the 1999 Stock
Option Plan is subject to adjustment for stock dividends, stock splits or
similar changes in the outstanding shares of common stock.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
registration statement:
(a) Middlefield Banc Corp.'s Registration Statement on Form 10-12G,
filed with the Securities and Exchange Commission on April 17, 2001
and amended June 14, 2001 by Amendment No. 1 (File No. 033-23094),
(b) Middlefield Banc Corp.'s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2001, and
(c) The description of Middlefield Banc Corp.'s common stock contained
under the caption "Description of Securities" in the Form 10-12G
Registration Statement of Middlefield Banc Corp., as filed with the
Securities and Exchange Commission on April 17, 2001 and amended
June 14, 2001 by Amendment No. 1 (File No. 033-23094).
All documents subsequently filed by Middlefield Banc Corp. under 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 indicating that all securities offered
hereby have been sold or deregistering all securities then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein 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
The validity of the issuance of the Middlefield Banc Corp. common stock
being registered on this Form S-8 registration statement will be passed upon by
Grady & Associates, 20950 Center Ridge Road, Suite 100, Rocky River, Ohio 44116-
4307.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Middlefield Banc Corp.'s Regulations provide in Article VIII for
indemnification of directors and officers, as follows:
"SECTION 1 - INDEMNIFICATION. The Corporation shall indemnify, to the
full extent then permitted by law, 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 (and including, without limitation, any action, suit or
proceeding by
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or in the right of the Corporation or otherwise), by reason of the fact
that he is or was a member of the Board of Directors or an 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.
The Corporation shall pay, to the full extent then required by law,
expenses, including attorney's fees, incurred by a member of the Board of
Directors in defending any such action, suit or proceeding as they are
incurred, in advance of the final disposition thereof, and may pay, in the
same manner and to the full extent then permitted by law, such expenses
incurred by any other person. The indemnification and payment of expenses
provided hereby shall not be exclusive of, and shall be in addition to, any
other rights granted to those seeking indemnification under any law, the
Articles, any agreement, vote of shareholders or disinterested members of
the Board of Directors, or otherwise, both as to action in official
capacities and as to action in another capacity while he or she is a member
of the Board of Directors, or an officer, employee or agent of the
Corporation, and shall continue as to a person who has ceased to be a
member of the Board of Directors, trustee, officer, employee or agent and
shall inure to the benefit of the heirs, executors, and administrators of
such a person.
"SECTION 2 - INSURANCE. To the full extent then permitted by law and
authorized by the Board of Directors, the 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 persons described in Section 1 of this article against any liability
asserted against and incurred by any such person in any such capacity, or
arising out of his status as such, regardless of whether the Corporation
would have the power to indemnify such person against such liability.
Insurance may be purchased from or maintained with a person in which the
Corporation has a financial interest.
"SECTION 3 - AGREEMENTS. Upon approval by the Board of Directors,
the Corporation may enter into agreements with any persons whom the
Corporation may indemnify under these Regulations or under law and
undertake thereby to indemnify such persons and to pay the expenses
incurred by them in defending any action, suit or proceeding against them,
regardless of whether the Corporation would have the power under law or
these Regulations to indemnify any such person."
Middlefield has also entered into indemnification agreements with its
directors and with executive officers of Middlefield and The Middlefield Banking
Company. See Exhibit 99.2.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
See the Index to Exhibits
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) 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; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
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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 periodic reports filed
by Middlefield Banc Corp. under Section 13 or Section 15(d) of the
Securities 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. 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.
C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, 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 Securities Act
of 1933 and is, therefore, unenforceable. If 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Middlefield
Banc Corp., 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 Village of Middlefield, State of Ohio, on this
17/th/ day of July, 2001.
Middlefield Banc Corp.
By: /s/ Thomas G. Caldwell
-----------------------------------------
Thomas G. Caldwell, President and Chief Executive
Officer
Power of Attorney and Signatures
Each person whose signature appears below constitutes and appoints ThomasG.
Caldwell and James R. Heslop II, and each of them, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, as
attorneys or attorney of the undersigned, to execute and file under the
Securities Act of 1933 a registration statement on Form S-8 for the offer and
sale of shares of common stock, without par value, of Middlefield Banc Corp.,
and any and all amendments and exhibits thereto, including pre- and post-
effective amendments, and any and all applications or other documents to be
filed with the Securities and Exchange Commission, the National Association of
Securities Dealers, Inc. and any state securities agency or agencies pertaining
to registration or qualification of the shares of common stock of Middlefield
Banc Corp. or the offer and sale thereof, with full power and authority to do
and perform any and all acts and things whatsoever necessary, appropriate or
desirable to be done in the premises, or in the name, place and stead of the
said person, hereby ratifying and approving the acts of said attorneys and any
of them and any such substitute.
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.
/s/ Thomas G. Caldwell July 17, 2001
-----------------------------
Thomas G. Caldwell, President, Chief Executive Officer and Director
/s/ Donald L. Stacy July 17, 2001
-----------------------------
Donald L. Stacy (Principal Financial and Accounting Officer)
/s/ Richard T. Coyne July 17, 2001
-----------------------------
Richard T. Coyne, Director
-----------------------------
Frances H. Frank, Director
/s/ Thomas C. Halstead July 17, 2001
-----------------------------
Thomas C. Halstead, Director
/s/ George F. Hasman July 17, 2001
-----------------------------
George F. Hasman, Director
/s/ Donald D. Hunter July 17, 2001
-----------------------------
Donald D. Hunter, Chairman of the Board and Director
-----------------------------
Martin S. Paul, Director
-----------------------------
Donald E. Villers, Director
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4 Specimen common stock certificate (included as Exhibit 4 to
Middlefield Banc Corp.'s Form 10-12G Registration Statement filed on
April 17, 2001 (Securities and Exchange Commission File Number 033-
23094) and incorporated herein by this reference)
* 5 Opinion of Grady & Associates regarding legality
* 23.1 Consent of S.R. Snodgrass, A.C.
23.4 Consent of Grady & Associates (included in Exhibit 5)
24 Power of Attorney (included on the signature page of this Form S-8
registration statement)
99.1 1999 Option Plan (included as Exhibit 10.1 to Middlefield Banc
Corp.'s Form 10-12G Registration Statement filed on April 17, 2001
(Securities and Exchange Commission File Number 033-23094) and
incorporated herein by this reference)
99.2 Form of Indemnification Agreement for directors and executive
officers (included as Exhibit 99.1 to the Form 10-12G Registration
Statement Amendment No. 1, filed on June 14, 2001 (Securities and
Exchange Commission File No. 033-23094) and incorporated herein by
this reference)
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* Filed herewith
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