As filed with the Securities and Exchange
Commission on May 31, 2023
Registration
No. 333-____________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 |
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OLD NATIONAL BANCORP
(Exact name of
registrant as specified in its charter) |
Indiana
(State or other jurisdiction of incorporation or organization)
One Main Street
Evansville, Indiana
(Address of Principal Executive Offices) |
35-1539838
(I.R.S. Employer Identification No.)
47708
(Zip Code) |
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OLD NATIONAL BANCORP AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan) |
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Nicholas J. Chulos
Executive Vice President,
Chief Legal Officer and Corporate Secretary
Old National Bancorp
One Main Street
Evansville, Indiana 47708
(773) 765-7675 |
Annie J. Hills
Associate Counsel
Old National Bancorp
One Main Street
Evansville, Indiana 47708
(812) 464-1425 |
(Name, address
and telephone number, including area code, of agent for service)
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.
| Large accelerated filer |
þ |
Accelerated filer |
¨ |
| Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
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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. ¨
EXPLANATORY NOTE
At the 2023 annual meeting of shareholders of
Old National Bancorp (the “Company” or the “Registrant”), the Company’s shareholders approved a further
amendment to the Old National Bancorp Amended and Restated Employee Stock Purchase Plan (the “Plan”), which encourages and
facilitates the purchase of shares of the Company’s common stock by eligible employees by offering shares at a discount to the market
price. The amendment approved by shareholders increased the number of shares of the Company’s common stock, no par value per share,
which may be purchased under the Plan to 1,000,000 shares. This Registration Statement on Form S-8 relates to the 1,000,000 shares authorized
for issuance under the Plan.
Pursuant to General Instruction E on Form S-8,
the contents of the Registration Statement on Form S-8 with respect to the Plan (Registration No. 333-161395), filed with the Securities
and Exchange Commission on August 17, 2009, including the information contained therein, are hereby incorporated by reference to this
Registration Statement on Form S-8 (the “Registration Statement”), except that the provisions contained in Part II of such
earlier registration statement are modified as set forth in this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in
Item 1 and Item 2 of Part I of the Registration Statement is omitted from this filing in accordance with the provisions of Rule 428 under
the Securities Act of 1933 and the introductory note to Part I of the Registration Statement. The documents containing the information
specified in Part I will be sent or given to the participants in the Plan covered by this Registration Statement as required by Rule 428(b)(1)
under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Not required
to be filed with this Registration Statement pursuant to General Instruction E to Form S-8.
ITEM 4. DESCRIPTION OF SECURITIES
Not required to be filed with this Registration
Statement pursuant to General Instruction E to Form S-8.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not required to be filed with this Registration
Statement pursuant to General Instruction E to Form S-8.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is an
Indiana corporation. The Registrant’s directors and officers are and will be indemnified under Indiana law, the Fifth Amended and
Restated Articles of Incorporation and the Amended and Restated By-laws of the Registrant against certain liabilities. Chapter 37 of the
Indiana Business Corporation Law (the “IBCL”) requires a corporation, unless limited by its articles of incorporation, to
indemnify a director or an officer of the corporation who is wholly successful, on the merits or otherwise, in the defense of any threatened,
pending or completed proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, against reasonable
expenses, including counsel fees, incurred in connection with the proceeding. The Registrant’s Fifth Amended and Restated Articles
of Incorporation do not contain any provision limiting such indemnification.
The IBCL also permits
a corporation to indemnify a director, officer, employee, or agent who is made a party to a proceeding because the person was a director,
officer, employee, or agent of the corporation against liability incurred in the proceeding if (1) the individual’s conduct was
in good faith, and (2) the individual reasonably believed (A) in the case of conduct in the individual’s official capacity with
the corporation, that the conduct was in the corporation’s best interests, and (B) in all other cases, that the individual’s
conduct was at least not opposed to the corporation’s best interests, and (3) in the case of a criminal proceeding, the individual
either (A) had reasonable cause to believe the individual’s conduct was lawful, or (B) had no reasonable cause to believe the individual’s
conduct was unlawful. The IBCL also permits a corporation to pay for or reimburse reasonable expenses incurred before the final disposition
of the proceeding and permits a court of competent jurisdiction to order a corporation to indemnify a director or officer if the court
determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or
not the person met the standards for indemnification otherwise provided in the IBCL.
The
Registrant’s Fifth Amended and Restated Articles of Incorporation require it to provide indemnification to its directors and officers
to the fullest extent authorized by the IBCL and to pay for or reimburse reasonable expenses incurred before the final disposition of
the proceeding as authorized by the IBCL. The Registrant’s Fifth Amended and Restated Articles of Incorporation also authorize it
to maintain insurance at its expense to protect itself and any of its directors, officers, employees or agents or those of another corporation,
partnership, joint venture, trust, or other entity against any expense, liability or loss, whether or not the Registrant would have the
power to indemnify such person against such expense, liability or loss under the IBCL. The Registrant currently maintains directors and
officers liability insurance. The Registrant’s By-laws contain indemnification provisions substantially to the same effect as set
forth in the Registrant’s Fifth Amended and Restated Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not required to be filed with this Registration
Statement pursuant to General Instruction E to Form S-8.
ITEM 8. EXHIBITS
Exhibit
Number |
|
Description |
| 4.1 |
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Fifth Amended and Restated Articles of Incorporation of Old National Bancorp, amended April 30, 2020 (incorporated by reference to Exhibit 3.1 of Old National Bancorp’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2020). |
| 4.2 |
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Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National Bancorp authorizing additional shares of Old National capital stock (incorporated by reference to Exhibit 3.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022). |
| 4.3 |
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Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National Bancorp designating the Old National Series A Preferred Stock (incorporated by reference to Exhibit 3.3 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022). |
| 4.4 |
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Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National Bancorp designating the Old National Series C Preferred Stock (incorporated by reference to Exhibit 3.4 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022). |
| 4.5 |
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Amended and Restated By-Laws of Old National Bancorp, amended April 30, 2020 (incorporated by reference to Exhibit 3.2 of Old National Bancorp’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 18, 2020). |
| 4.6 |
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Amendment to Amended and Restated By-Laws of Old National Bancorp (incorporated by reference to Exhibit 3.6 of Old National’s Current Report with the Securities and Exchange Commission on Form 8-K filed on February 16, 2022). |
| 4.7 |
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Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Appendix I of the Registrant’s definitive proxy statement, filed with the Securities and Exchange Commission on March 30, 2023). |
| 5.1* |
|
Opinion of Counsel. |
| 23.1* |
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Consent of Crowe LLP. |
| 23.2* |
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Consent of Counsel (included in Exhibit 5.1). |
| 24.1* |
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Power of Attorney. |
| 107* |
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Filing Fee Table. |
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| * |
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Filed herewith. |
ITEM 9. UNDERTAKINGS
Not required to be filed with this Registration
Statement pursuant to General Instruction E to Form S-8.
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 Evansville, State of Indiana, on May 31, 2023.
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OLD NATIONAL BANCORP |
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By: |
/s/ Nicholas J. Chulos |
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Name: |
Nicholas J. Chulos |
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Title: |
Executive Vice President, Chief Legal Officer and Corporate
Secretary |
