-----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, MGe46pQVlWNISCUnLOiK4avoIFYVx7jhZsBG6mgEsihtMBH4Ww4CdfZBeMiWUTlG 1+f7sGeFRF0rjycLfusK5Q== 0000894671-06-000002.txt : 20060127 0000894671-06-000002.hdr.sgml : 20060127 20060127114959 ACCESSION NUMBER: 0000894671-06-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060124 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20060127 DATE AS OF CHANGE: 20060127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO VALLEY BANC CORP CENTRAL INDEX KEY: 0000894671 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 311359191 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20914 FILM NUMBER: 06555943 BUSINESS ADDRESS: STREET 1: 420 THIRD AVE CITY: GALLIPOLIS STATE: OH ZIP: 45631 BUSINESS PHONE: 7404462631 MAIL ADDRESS: STREET 1: 420 THIRD AVENUE STREET 2: PO BOX 240 CITY: GALLIPOLIS STATE: OH ZIP: 45631 8-K 1 sec8kelectionofdirectors2006.txt ITEM 5.02 012406 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2006 (January 24, 2006) OHIO VALLEY BANC CORP. ------------------------- (Exact name of registrant as specified in its charter) Ohio ------ (State or other jurisdiction of incorporation) 0-20914 31-1359191 --------- ------------ (Commission File Number) (IRS Employer Identification No.) 420 Third Avenue, Gallipolis, Ohio 45631 ------------------------------------------ (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (740) 446-2631 Not Applicable ---------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers - -------------------------------------------------------------------------------- On January 24, 2006, the Board of Directors (the "Board") of Ohio Valley Banc Corp. (the "Company") voted, pursuant to Section 2.02(C) of the Company's Code of Regulations, to increase the number of directors of the Company from nine to eleven, and elected Robert E. Daniel and Roger D. Williams to the Board. Mr. Williams was added to the class of directors of the Company whose term of office will expire at the Company's annual meeting of shareholders in 2006 and Mr. Daniel has been added to the class of directors of the Company whose term of office will expire at the Company's annual meeting of shareholders in 2007. The Board did not appoint Mr. Daniel or Mr. Williams to any committees of the Board. Mr. Daniel has been employed as the Clinic Administrator of the Holzer Clinic, Holzer Medical Center since 1971. He is also Vice President of the Gallia County Community Improvement Corporation. Mr. Daniel has served as a director of the Company's subsidiary bank, The Ohio Valley Bank (the "Bank") since April 2005. Mr. Williams has been employed as the Executive Vice President the Food Products Division of Bob Evans Farms, Inc. since 1997 and has been an officer of Bob Evans Farms, Inc. for approximately 25 years. Mr. Williams has served as a director of the Bank since April 2005. During the Company's fiscal year ended December 31, 2005, each of Messrs. Daniel and Williams, members of their immediate families, and corporations with which they are associated, were involved in banking transactions with the Bank in the ordinary course of business and in compliance with applicable federal and state laws and regulations. It is expected that similar banking transactions will be entered into in the future. Loans to these persons have been made on substantially the same terms, including the interest rate charged and collateral required, as those prevailing at the time for comparable transactions with persons not affiliated with the Company or its subsidiaries. These loans have been subject to and are presently subject to no more than a normal risk of uncollectibility and present no other unfavorable features. On January 25, 2006, the Company issued a press release announcing the election of Messrs. Daniel and Williams to the Board. A copy of the press release is included with this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 - Financial Statements and Exhibits - --------------------------------------------- (a) Not applicable (b) Not applicable (c) Exhibits - The following exhibit is being filed with this Current Report on Form 8-K: Exhibit No. Description - ----------- ----------- 99.1 Press release issued by Ohio Valley Banc Corp. on January 25, 2006. Page 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OHIO VALLEY BANC CORP. Date: January 27, 2006 By: /s/ Jeffrey E. Smith ------------------------------- Jeffrey E. Smith, President and Chief Executive Officer Page 3 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press release issued by Ohio Valley Banc Corp. on January 25, 2006. Page 4 EX-99 2 sec8kelectofdi06rexhibit99_1.txt ELECTION OF DIR PRESS RELEASE 012706 EXHIBIT 99.1 PRESS RELEASE January 25, 2006 For immediate release Contact: Bryna Butler, (740) 446-2631, ext. 253, E-mail: bsbutler@ovbc.com Daniel & Williams Elected to OVBC Board GALLIPOLIS, Ohio -- Ohio Valley Banc Corp. CEO Jeffrey E. Smith has announced that Bob Daniel and Roger Williams have been elected to serve on the Board of Directors of Ohio Valley Banc Corp. The election was made during the January meeting of the OVBC Board of Directors. Smith commented, "For the past year, they have been invaluable members of the Ohio Valley Bank Board of Directors. And now, they will bring their experience and business acumen to the Bank's holding company, Ohio Valley Banc Corp. We are pleased to have Bob and Roger further their commitment to the Ohio Valley Bank family." Robert E. "Bob" Daniel was born in Youngstown, Ohio, and holds a bachelor's degree from Washington & Jefferson College and an M.B.A. from Ohio University. He has been employed as Holzer Clinic's Clinic Administrator since 1971. He represents an organization with 650 employees in an industry, health care, which; when added to Holzer Medical Center, is the largest employer in Gallia County, Ohio. Daniel is a Fellow of the American College of Medical Practice Executives, a member of the National Medical Group Management Association, and Past President of the Ohio Medical Group Management Association. In addition, he is Vice President of the Gallia County Community Improvement Corporation, a former board member of the Gallia County Chamber of Commerce, and a member of the Gallipolis Rotary Club. (MORE) Daniel currently resides in Gallipolis, with his wife M. Jane Daniel, Ph.D., a professor of music at Marshall University; the couple has four grown children and two grandchildren. Roger D. Williams was born in Gallipolis and holds a Bachelor of Science degree in Mathematics from the University of Rio Grande. He has been employed by Bob Evans Farms, Inc. for 37 years and is currently Executive Vice President Food Products Division. Bob Evans Farms, Inc. is a Fortune 1000 company with over 670 restaurants and 46,000 employees. Within Gallia County, Bob Evans Farms, Inc. and its subsidiaries have five separate operations with nearly 350 employees and an annual payroll of $7.7 million. Williams is a member and former president of the University of Rio Grande Board of Trustees. He currently resides in Pickerington, Ohio, with his wife Sue Ann. The couple has two children, Ty Williams of Los Angeles, Calif., and Susan Mathew of Dublin, Ohio. Ohio Valley Banc Corp. stock is traded on The NASDAQ Stock Market under the symbol OVBC. The company owns three subsidiaries: Ohio Valley Bank, established in 1872 with 16 offices in Ohio and West Virginia; Loan Central, celebrating 10 years in business with five offices in Ohio; and Ohio Valley Financial Services, based in Jackson, Ohio. The company's Web site is at www.ovbc.com. -----END PRIVACY-ENHANCED MESSAGE-----