Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

United Bancshares, Inc.

 (Exact name of registrant as specified in its charter)

 

     

  Ohio   34-1516518  
 

(State or other jurisdiction of

incorporation or organization)

  (I.R.S. Employer Identification No.)  

 

105 Progressive Drive, Columbus, Ohio

Columbus Grove, Ohio 45830-1241

(419) 659-2141

 (Address, including Zip Code, and telephone number, including area code, of registrant's principal executive offices)

 

UNITED BANCSHARES, INC. 2016 STOCK OPTION PLAN

(Full title of the Plan)

 

Brian D. Young, President and Chief Executive Officer United Bancshares, Inc.

105 Progressive Drive, Columbus, Ohio

Columbus Grove, Ohio 45830-1241

(419) 659-2141

 

 (Name, address, including Zip Code and telephone number, including area code, of agent for service)

 

COPIES OF COMMUNICATIONS TO:

Martin D. Werner, Esq.

Shumaker, Loop & Kendrick, LLP

1000 Jackson Street

Toledo, Ohio 43604

Phone: (419) 321-1395

Fax: (419) 241-6894

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

 

Large accelerated filer

☐

  

Accelerated filer

☐

 

Non-accelerated filer

☒

  

Smaller reporting company

☒

 

Emerging growth company

☐

  

   

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 
 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities
to be Registered

 

Amount

to be

registered

 

Proposed

maximum

aggregate

offering price

per share(2)

 

Proposed

maximum

aggregate

offering price(2)

 

Amount of
Registration Fee

Common Stock, no par value

 

250,000 (1)

 

$24.68

 

$6,170,000.00

 

$673.15

 

 

(1)

This registration statement covers 250,000 shares of the common stock of United Bancshares, Inc. which may be issued to eligible employees under the terms of the United Bancshares, Inc., 2016 Stock Option Plan (the “Plan”).

 

(2)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended (the “Securities Act”), the proposed offering price is based on the average of the high and low prices for shares of common stock reported on December 4, 2020.

 

2
 

 

Part I

Information Required in the Section 10(a) Prospectus.

 

The documents containing the information specified in this Part I will be sent or given to participants as specified by Rule 428(b)(1). Such documents need not be filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in the registration statement pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. See Rule 428(a)(1).

 

PART II

 

Part II  Information Required in the Registration Statement.

 

Item 3.

Incorporation of Documents by Reference.

 

The following documents, as filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended, are incorporated herein by reference and made a part hereof:

 

 

(a)

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020.

     
  (b) All Current Reports on Form 8-K 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, namely the Registrant's Form 8-Ks filed on January 23, 2020, January 24, 2020, April 23, 2020, April 29, 2020, June 2, 2020, July 23, 2020, and October 21, 2020.
     
  (c) the Registrant’s Proxy Statement on Schedule 14A filed with the SEC on March 9,  2020; and
     
  (d) the description of the Registrant’s Common Stock contained is contained in Exhibit 4 to Registrant’s SEC Form 10-K filed on March 6, 2020, and incorporated herein by reference.

 

All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 amended, 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, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents, except for information furnished in any such filings, which information is not deemed filed and is not incorporated by reference herein.

 

Item 4.

Description of Securities.

   
  Not Applicable.
   
Item 5. Interests 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 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, that he had reasonable cause to believe that his conduct was unlawful.

 

3
 

 

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 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; 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)(5)(a) 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 (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 and (ii) 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 the Registrant.

 

The Articles of Incorporation of the Registrant provides that the Registrant shall have the power to indemnify its past directors, officers, employees and agents, and such other person as it shall have the powers to indemnify, to the full extent permitted under, and subject to the limitations of, Title 17 of the Ohio Revised Code. The Registrant carries directors’ and officers’ liability insurance coverage which insures its directors and officers and the directors and officers of its subsidiaries in certain circumstances.

 

Item 7.

Exemption from Registration Claimed.

 

Not applicable.

 

Item 8.

Exhibits.

 

Exhibit

  

Description of Exhibit

     
  4.1   Amended and Restated Articles of Incorporation (Incorporated herein by reference to the Corporation's Form 10Q for the quarter ended June 30, 2006)
     
  4.2   Amended and Restated Code of Regulations (Incorporated herein by reference to the Corporation’s Form 10Q for the quarter ended June 30, 2007)
     

  4.3

  

United Bancshares, Inc. 2016 Stock Option Plan

     
  4.4   Form of Award Agreement under 2016 Stock Option Plan, incorporated by reference to Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
     

  5.1

  

Opinion of Shumaker, Loop & Kendrick, LLP on legality of the common stock

     

23.1

  

Consent of Shumaker, Loop & Kendrick, LLP (included in Exhibit 5.1)

     

23.2

  

Consent of CliftonLarsonAllen, LLP

     

24.1

  

Power of Attorney (included on signature page of this Registration Statement).

 

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Item 9.

Undertakings 

 

Rule 415 Offering

 

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. 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 a prospectus filed with 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;
     

 

(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 1(i) and 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 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.

 

(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.

 

Filings Incorporating Subsequent Exchange Act Documents By Reference

 

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 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.

 

Indemnification

 

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 referred to 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 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.

 

5
 

 

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 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 Columbus Grove, Ohio on December 9, 2020.

 

 

UNITED BANCSHARES, INC.

  

 

  

  

 

/s/ Brian D. Young

  

 

Brian D. Young, President,

  

 

Chief Executive Officer and Director

  

 

(Duly Authorized Representative)

  

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby appoints Brian D. Young his or her true and lawful attorney-in-fact, with power to act and with full power of substitution, in any and all capacities, to sign any or all amendments (including post-effective amendments) to the registration statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or their substitutes, may lawfully cause to be done by virtue hereof.

 

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/ Brian D. Young   /s/ Stacy A. Cox 
Brian D. Young     Stacy A. Cox
President, Chief Executive Officer & Director    Executive Vice President &
(Principal Executive Officer)    Chief Financial Officer
As of December 9, 2020    (Principal Financial/Accounting Officer)
    As of December 9, 2020
     
/s/ Herbert H. Huffman   /s/ H. Edward Rigel 
Herbert H. Huffman     H. Edward Rigel
Director    Director
As of December 9, 2020   As of December 9, 2020
     
/s/ R. Steven Unverferth   /s/ Robert L. Benroth
R. Steven Unverferth   Robert L. Benroth
Director   Director
As of December 9, 2020    As of December 9, 2020
     
/s/ David P. Roach   /s/ Daniel W. Schutt 
David P. Roach    Daniel W. Schutt
Director    Director
As of December 9, 2020   As of December 9, 2020

 

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