sv3asr
As filed with the Securities and Exchange Commission on June 15, 2007
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ASSOCIATED BANC-CORP
(Exact Name of Registrant as Specified in Its Charter)
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Wisconsin
(State or other jurisdiction of
incorporation or organization)
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39-1098068
(I.R.S. Employer
Identification No.) |
1200 Hansen Road
Green Bay, Wisconsin 54304
(920) 491-7000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
Brian R. Bodager, Esq.
1200 Hansen Road
Green Bay, Wisconsin 54304
(920) 491-7000
(Name, address, including zip code, and telephone number
including area code, of agent for service)
Copy to:
James M. Bedore, Esq.
Reinhart Boerner Van Deuren s.c.
1000 North Water Street, Suite 2100
Milwaukee, Wisconsin 53202
(414) 298-1000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box.
þ
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
þ
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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CALCULATION OF REGISTRATION FEE
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Proposed |
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Title of Shares |
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Amount |
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Maximum |
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Proposed Maximum |
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Amount of |
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to be |
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to be |
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Offering Price |
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Aggregate Offering |
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Registration |
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Registered |
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Registered |
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Per Share |
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Price |
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Fee |
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Common Stock, par
value $0.01 per
share, |
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1,337,745 |
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$32.68 (1) |
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$43,717,507 (1) |
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$1,342.13 (1) |
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(1) |
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Estimated solely for the purpose of calculating the registration fee in accordance with
Rule 457(c) based upon the average of the high and low trading prices of the common stock, as
reported on the Nasdaq Global Select Market on June 12, 2007. |
Prospectus
Associated Banc-Corp
Common Stock
This prospectus relates solely to the offer and sale from time to time of up to an
aggregate of 1,337,745 shares of common stock of Associated Banc-Corp by the three selling
stockholders identified under “Selling Stockholders” below. The selling stockholders received
these shares from us under a stock purchase agreement by which we acquired First National Bank of
Hudson. We agreed to register these shares of our common stock for resale by the selling
stockholders.
The selling stockholders may offer the shares from time to time as each selling stockholder
may determine through public or private transactions or through other means described in the
section entitled “Plan of Distribution” below. Each selling stockholder may also sell shares under
Rule 144 under the Securities Act, if available, rather than under this prospectus. The
registration of these shares for resale does not necessarily mean that the selling stockholders
will sell any of their shares.
We will not receive any of the proceeds from the sale of these shares by the selling
stockholders.
The shares of our common stock are traded on the Nasdaq Global Select Market under the symbol
“ASBC.” On June 14, 2007, the closing price of our shares was $32.81 per share.
Investing in our common stock involves risks that are described in Part I, Item 1A “Risk
Factors,” of our 2006 Annual Report on Form 10-K that is incorporated by reference into this
prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
This prospectus is dated June 15, 2007
FORWARD-LOOKING STATEMENTS
This prospectus and the documents that are incorporated by reference may contain
forward-looking statements within the meaning of the federal securities laws and the Private
Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words
such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,”
“estimate,” “predict,” “potential,” “continue,” “could,” “future” or the negative of those terms or
other words of similar meaning. You should read statements that contain these words carefully
because they discuss our future expectations or state other “forward-looking” information. We
believe that it is important to communicate our future expectations to our investors. However,
there may be events in the future that we are not able to accurately predict or control and our
actual results may differ materially from the expectations we describe in our forward-looking
statements.
Before you invest in our common stock, you should be aware that the occurrence of the events
described under the caption “Risk Factors” in Part I, Item 1A, of our 2006 Annual Report on Form
10-K and elsewhere in this prospectus and in the information incorporated by reference, could have
an adverse effect on our business, results of operations and financial condition. These factors,
many of which are beyond our control, include the following:
• operating, legal and regulatory risks;
• economic, political, and competitive forces affecting our banking, securities, asset
management, insurance, and credit services businesses;
• integration risks related to acquisitions;
• impact on net interest income of changes in monetary policy and general economic
conditions; and
• the risk that our analyses of these risks and forces could be incorrect and/or that
the strategies developed to address them could be unsuccessful.
The forward-looking statements contained or incorporated by reference in this prospectus
relate only to circumstances as of the date on which the statements are made. We undertake no
obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
TABLE OF CONTENTS
You should only rely on the information contained or incorporated by reference in this
prospectus. We have not authorized anyone to provide you with any other information. The
selling stockholders are offering to sell, and seeking offers to buy, the securities referred to
in this prospectus only in jurisdictions where offers and sales are permitted. You should assume
that the information in this prospectus is accurate only as of the date of this prospectus.
As used in this prospectus, the terms “Associated,” “we,” “us” and “our” refer to Associated
Banc-Corp, unless the context indicates another meaning, and the term “common stock” means our
common stock, par value $0.01 per share.
BUSINESS
General
We are a bank holding company registered pursuant to the Bank Holding Company Act of 1956, as
amended. We were incorporated in Wisconsin in 1964 and were inactive until 1969 when permission was
received from the Board of Governors of the Federal Reserve System to acquire three banks. At
December 31, 2006, we owned one commercial bank headquartered in Wisconsin, serving local
communities in a three state region (Wisconsin, Illinois and Minnesota) and, measured by total
assets held at December 31, 2006, we were the second largest commercial bank holding company
headquartered in Wisconsin. We also owned 28 limited purpose banking and nonbanking subsidiaries
located in Arizona, California, Illinois, Minnesota, Nevada, Vermont and Wisconsin, that are
closely related or incidental to the business of banking.
We provide our subsidiaries with leadership, as well as financial and managerial assistance in
areas such as corporate development, auditing, marketing, legal/compliance, human resources
management, risk management, facilities management, security, purchasing, credit administration,
asset and liability management and other treasury-related activities, budgeting, accounting and
other finance support.
Responsibility for the management of the subsidiaries remains with their respective boards of
directors and officers. Services rendered to the subsidiaries by us are intended to assist the
local management of these subsidiaries to expand the scope of services offered by them. At
December 31, 2006, our bank subsidiary provided services through 314 locations in approximately 180
communities.
Services
Through our banking subsidiary and various nonbanking subsidiaries, we provide a diversified
range of banking and nonbanking products and services to individuals and businesses in the
communities we serve. We organize our business into two reportable segments: banking and wealth
management. Our banking and wealth management activities are conducted predominantly in Wisconsin,
Minnesota and Illinois, and are primarily delivered through branch facilities in this tri-state
area, as well as supplemented through loan production offices, supermarket branches, a customer
service call center and 24-hour phone-banking services, an interstate Automated Teller Machine
(ATM) network, and internet banking services. The banking segment represented approximately 90%,
90% and 91% of total revenues for the three months ended March 31, 2007, the year ended December
31, 2006 and the year ended December 31, 2005, respectively. Our profitability is predominantly
dependent on the net interest income, noninterest income, the level of the provision for loan
losses, noninterest expense, and related income taxes of our banking segment.
Banking consists of lending and deposit gathering (as well as other banking-related products
and services) to businesses, governments and consumers, and the support
to deliver, fund and manage such banking services. We offer a variety of loan and deposit products
to retail customers, including but not limited to: home equity loans and lines of credit,
residential mortgage loans and mortgage refinancing, education loans, personal and installment
loans, checking, savings, money market deposit accounts, IRA accounts, certificates of deposit and
safe deposit boxes. As part of our management of originating and servicing residential mortgage
loans, nearly all of our long-term, fixed-rate residential real estate mortgage loans are sold in
the secondary market with servicing rights retained. Loans, deposits and related banking services
to businesses (including small and larger businesses, governments/ municipalities, metro or niche
markets, and companies with specialized lending needs such as floor plan lending or asset-based
lending) primarily include, but are not limited to: business checking and other business deposit
products, business loans, lines of credit, commercial real estate financing, construction loans,
letters of credit, revolving credit arrangements, and to a lesser degree business credit cards and
equipment and machinery leases. To further support business customers and correspondent financial
institutions, we provide safe deposit and night depository services, cash management, international
banking, as well as check clearing, safekeeping, and other banking-based services.
The wealth management segment provides products and a variety of fiduciary, investment
management, advisory and corporate agency services to assist customers in building, investing or
protecting their wealth. Customers include individuals, corporations, small businesses, charitable
trusts, endowments, foundations and institutional investors. The wealth management segment
represented approximately 10%, 10% and 9% of total revenues for the three months ended March 31,
2007, the year ended December 31, 2006 and the year ended December 31, 2005, respectively. The
wealth management segment is comprised of:
• a full range of personal and business insurance products and services (including life,
property, casualty, credit and mortgage insurance, fixed annuities, and employee group benefits
consulting and administration);
• full-service investment brokerage, variable annuities, and discount and on-line
brokerage; and
• trust/ asset management, investment management, administration of pension,
profit-sharing and other employee benefit plans, personal trusts, and estate planning.
We are not dependent upon a single or a few customers, the loss of which would have a material
adverse effect on us. No material portion of our business is seasonal.
RISK FACTORS
Before you decide to invest in our common stock, you should consider the risk factors
discussed in any of our filings with the Securities and Exchange Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
which are incorporated by reference into this prospectus,
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including those discussed under the caption “Risk Factors” in Part I, Item 1A , of our 2006 Annual
Report on Form 10-K. See “Where You Can Find More Information About Us.”
USE OF PROCEEDS
We will not receive any proceeds from the sale of our common stock offered for sale in this
prospectus by the selling stockholders. The selling stockholders will receive all of the net
proceeds from these sales.
DESCRIPTION OF COMMON STOCK
We have one class of common stock, the Associated common stock. Of the 250,000,000 shares of
our common stock with a par value of $0.01 per share authorized, 127,530,354 shares were
outstanding as of April 30, 2007, exclusive of shares held in treasury. Of the 750,000 shares of
our preferred stock with a par value of $1.00 per share authorized, none were issued and
outstanding as of April 30, 2007.
The following summary is not complete. You should refer to the applicable provision of our
articles of incorporation and to the Wisconsin Business Corporation Law for a complete statement of
the terms and rights of our common stock.
Dividend Rights. Holders of our common stock are entitled to receive dividends when, as, and
if declared by our board of directors out of our assets legally available for payment, subject to
the rights of holders of our preferred stock. No share of our common stock is entitled to any
preferential treatment with respect to dividends.
Voting Rights. Each holder of our common stock will be entitled at each shareholders meeting,
as to each matter to be voted upon, to cast one vote, in person or by proxy, for each share of our
common stock registered in his or her name on our stock transfer books. Subject to the rights, if
any, of the holders of any series of preferred stock under their respective certificates of
designations and applicable law, all voting rights are vested in the holders of shares of our
common stock. Voting rights are not cumulative, which means that holders of more than 50% of the
shares voting for the election of directors can elect 100% of the directors and the holders of the
remaining shares will not be able to elect any directors.
Rights Upon Liquidation. Subject to the rights of holders of any of our preferred stock which
may be issued from time to time, in the event of our liquidation, dissolution or winding up,
whether voluntary or involuntary, the holders of our common stock will be entitled to receive all
of our assets remaining for distribution to our shareholders, on a pro rata basis.
Miscellaneous. Shares of our common stock are not convertible into shares of any other class
of capital stock. Shares of our common stock are not and will not be entitled to any preemptive or
subscription rights. The issued and outstanding shares of
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our common stock are fully paid and nonassessable. Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law, as judicially interpreted, however, may make our shareholders personally liable
for unpaid wages due our employees for up to six months’ services, but not in an amount greater
than the par value of the shares. Certain Wisconsin courts have interpreted “par value” to mean
the full amount paid upon purchase of the shares. This Wisconsin law has been repealed, but only
as to unpaid wages incurred after June 14, 2006, the effective date of the repeal.
National City Bank is the transfer agent, registrar and dividend disbursement agent for our
common stock.
SELLING STOCKHOLDERS
The shares of common stock covered by this prospectus are being offered by three selling
stockholders, the Alvin John Huss Jr. Revocable Trust, the Ruth S. Huss Revocable Trust and Kenneth
A. Heiser. Alvin John Huss Jr. is the sole trustee of the Alvin John Huss Jr. Revocable Trust and
Ruth S. Huss is the sole trustee of the Ruth S. Huss Revocable Trust.
The selling stockholders received these shares from us under a stock purchase agreement by
which we acquired First National Bank of Hudson. We completed the acquisition on June 1, 2007 for
consideration consisting of cash and 1,337,745 shares of our common stock. We agreed to register
these shares of our common stock for resale by the selling stockholders. In connection with the
acquisition, we also entered into an employment agreement with Kenneth A. Heiser.
The following table provides information about the ownership of our common stock by the
selling stockholders as of the date of this prospectus, including the names of the selling
stockholders, the number of shares of common stock owned by the selling stockholders, the number of
shares of common stock being offered for sale by the selling stockholders and the number of shares
to be owned by the selling stockholders after the completion of the offering. The information
provided in the table below with respect to the selling stockholders has been obtained from the
selling stockholders, and we have not sought to verify this information.
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Number of Shares of |
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Common Stock |
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Owned by the |
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Number of Shares |
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Shares |
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Selling Stockholder Prior |
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of Common Stock |
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Owned After |
Name of Selling Stockholder |
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to the Offering |
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Offered |
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Offering |
Alvin John Huss Jr. Revocable Trust |
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1,227,716 |
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1,227,716 |
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0 |
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Ruth S. Huss Revocable Trust |
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59,195 |
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59,195 |
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0 |
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Kenneth A. Heiser |
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50,834 |
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50,834 |
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0 |
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PLAN OF DISTRIBUTION
Each selling stockholder may sell from time to time all or a portion of the shares of our
common stock listed under “Number of Shares of Common Stock Offered” in the “Selling Stockholders”
table above. Sales by the selling stockholders may be made on Nasdaq or any other stock exchange
on which our common stock is traded, in the over-the-counter market or otherwise. The timing and
amount of sales will likely depend on market conditions and other factors. The sale prices may be
market prices prevailing at the time of sale, fixed prices or negotiated prices. The shares may,
without limitation, be sold by the selling stockholders by one or more of the following methods:
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ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers; |
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sales to underwriters who will acquire shares for their own account and resell
them; |
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block trades in which the broker-dealer engaged by the selling stockholders will
attempt to sell the shares as agent for the selling stockholders but may position and
resell a portion of the block as principal to facilitate the transaction; |
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purchases by a broker-dealer as principal and resale by such broker-dealer for its
account; |
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means other than established trading markets, including direct sales of the shares
to purchasers or sales of the shares effected through agents; |
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privately negotiated transactions; |
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in accordance with Rule 144 promulgated under the Securities Act of 1933, as
amended, rather than pursuant to this prospectus; |
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a combination of any such methods of sale; or |
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any other method permitted pursuant to applicable law. |
From time to time the selling stockholders may pledge their shares pursuant to the margin
provisions of the selling stockholders’ customer agreements with their brokers. Upon a default by
the selling stockholders, the broker may, from time to time, offer and sell the pledged shares.
In effecting sales, brokers-dealers engaged by the selling stockholders may arrange for other
broker-dealers to participate in such sales. Brokers-dealers may receive commissions or discounts
from the selling stockholders (or, if any such broker-dealer acts as agent for the purchase of such
shares, from such purchaser) in amounts to be negotiated which are not expected to exceed those
customary in the types of transactions involved. Broker-dealers may agree with the selling
stockholders to sell a specified number of shares of the common stock at a stipulated price per
share, and, to the extent
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such broker-dealer is unable to do so acting as agent for the selling stockholders, to purchase as
principal any unsold shares at the price required to fulfill the broker-dealer commitment to the
selling stockholders.
The selling stockholders and any broker-dealers or agents that participate with the selling
stockholders in sales of the shares may be deemed to be “underwriters” within the meaning of the
Securities Act of 1933, as amended, in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the shares purchased by
them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933, as
amended.
We have agreed to indemnify the selling stockholders, to the extent permitted by law, against
all losses, claims, damages, liabilities and expense caused by (1) any actual or alleged untrue
statement of material fact contained in this prospectus or the registration statement, (2) any
omission or alleged omission of a material fact required to be stated in this prospectus or the
registration statement or necessary to make the statements in this prospectus or the registration
statement, in light of the circumstances under which they were made, not misleading or (3) any
other violation or breach of the Securities Act or any other applicable securities law by us or any
person acting on our behalf, except, as to each selling stockholder, to the extent that the losses,
claims, damages, liabilities or expense are caused by or contained in any information furnished in
writing to us by the selling stockholder specifically for use in the preparation of the
registration statement or by the selling stockholder’s failure to deliver a copy of the
registration statement or prospectus after we have furnished a sufficient number of copies of the
document.
We know of no existing arrangements by the selling stockholders relating to the distribution
of the shares of our common stock covered by this prospectus.
EXPERTS
The consolidated financial statements of Associated Banc-Corp as of December 31, 2006 and
2005, and for each of the years in the three-year period ended December 31, 2006, and management’s
assessment of the effectiveness of internal control over financial reporting as of December 31,
2006, have been incorporated by reference herein in reliance upon the reports of KPMG LLP,
independent registered public accounting firm, and upon the authority of said firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the issuance of our common stock to be offered by this prospectus will be
passed upon for us by Reinhart Boerner Van Deuren s.c., Milwaukee, Wisconsin.
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WHERE YOU CAN FIND MORE INFORMATION ABOUT US
Associated files annual, quarterly and special reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy any such reports, statements or
other information at the Securities and Exchange Commission’s public reference room at the
following location:
Public Reference Room
100 F Street, N.E., Room 1580
Washington, D.C. 20549
1-800-732-0330
You may also obtain copies of this information by mail from the Public Reference Section of
the Securities and Exchange Commission, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at
prescribed rates.
Associated’s Securities and Exchange Commission filings are also available to the public from
commercial document retrieval services and at the world wide web site maintained by the Securities
and Exchange Commission at “http://www.sec.gov.”
We have filed a Registration Statement on Form S-3 to register with the Securities and
Exchange Commission the shares of common stock. This prospectus is a part of that registration
statement. This prospectus does not contain all of the information you can find in the
registration statement or the exhibits to the registration statement. For further information
about us and the securities, we refer you to the registration statement and the exhibits and
schedules filed as a part of the registration statement.
The Securities and Exchange Commission allows Associated to “incorporate by reference”
information into this prospectus. This means that Associated can disclose important information by
referring you to another document filed separately with the Securities and Exchange Commission.
The information that we incorporate by reference is deemed to be a part of this prospectus, except
for any information that is superseded by information that is included directly in this prospectus.
This prospectus incorporates by reference the documents listed below that Associated has
previously filed with the Securities and Exchange Commission. The documents contain important
information about Associated and its financial condition.
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Our SEC Filings (File No. 001-31343) |
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Period or Filing Date |
Annual Report on Form 10-K
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Year ended December 31, 2006 |
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Quarterly Report on Form 10-Q
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Quarter ended March 31, 2007 |
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Current Reports on Form 8-K
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Filed on January 16, 2007, January
19, 2007, January 19, 2007, January
24, 2007, January 29, 2007, February
7, 2007, March 2, 2007, April 25,
2007 and June 4, 2007 (as amended by
a Form 8-K/A filed on June 15, 2007) |
Associated also incorporates by reference additional documents that Associated will file with
the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities and Exchange Act of 1934 after the date of this document. Those documents include
periodic reports such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as proxy statements.
Documents which Associated incorporates by reference are available from Associated without
charge, excluding all exhibits, unless Associated has specifically incorporated by reference an
exhibit in this prospectus. You may also obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from Associated at the following address:
Associated Banc-Corp
Attention: Secretary
1200 Hansen Road
Green Bay, Wisconsin 54304
(920) 491-7000
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PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
The following is a statement of the expenses payable by us in connection with the issuance and
distribution of the common stock being registered hereby. All amounts shown are estimates, except
the SEC registration fee which is indeterminate.
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Item |
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Amount |
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SEC registration fee |
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$ |
1,342 |
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Printing expenses |
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1,000 |
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Legal fees and expenses |
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5,000 |
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Accounting fees and expenses |
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5,000 |
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Total |
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$ |
12,342 |
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Item 15. Indemnification of Directors and Officers
The Registrant is incorporated under the Wisconsin Business Corporation Law. Under Section
180.0851 of the Wisconsin Business Corporation Law, the Registrant shall indemnify a director or
officer, to the extent such person is successful on the merits or otherwise in the defense of a
proceeding, for all reasonable expenses incurred in the proceeding, if such person was a party to
such proceeding because he or she was a director or officer of the Registrant. In all other cases,
the Registrant shall indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she was a director or officer of the Registrant, unless
liability was incurred because he or she breached or failed to perform a duty owed to the
Registrant and such breach or failure to perform constitutes: (i) a willful failure to deal fairly
with the Registrant or its stockholders in connection with a matter in which the director or
officer has a material conflict of interest; (ii) a violation of criminal law, unless the director
or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to
believe his or her conduct was unlawful; (iii) a transaction from which the director or officer
derived an improper personal profit; or (iv) willful misconduct. Section 180.0858 of the Wisconsin
Business Corporation Law provides that subject to certain limitations, the mandatory
indemnification provisions do not preclude any additional right to indemnification or allowance of
expenses that a director or officer may have under the Registrant’s Articles of Incorporation,
Bylaws, a written agreement between the director or officer and the Registrant or a resolution
adopted by the Board of Directors or adopted by majority vote of the Registrant’s shareholders.
Section 180.0859 of the Wisconsin Business Corporation Law provides that it is the public
policy of the State of Wisconsin to require or permit indemnification, allowance of expenses and
insurance to the extent required or permitted under Sections 180.0850 to 180.0858 of the Wisconsin
Business Corporation Law for any
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liability incurred in connection with a proceeding involving a federal or state statute, rule
or regulation regulating the offer, sale or purchase of securities.
The Registrant’s Articles of Incorporation contains no provisions in relation to the
indemnification of directors and officers of the Registrant.
Article XI of the Registrant’s Bylaws (“Article XI”) authorizes indemnification of officers
and directors of the Registrant consistent with the description of the indemnification provisions
in Section 180.0851 of the Wisconsin Business Corporation Law as described above. Article XI
provides that the Registrant shall indemnify a director, officer, employee or agent of the
Registrant to the extent such individual has been successful on the merits or otherwise in the
defense of any threatened, pending or completed civil, criminal, administrative or investigative
action, suit, arbitration or other proceeding, whether formal or informal (including, but not
limited to, any act or failure to act alleged or determined (i) to have been negligent, (ii) to
have violated the Employee Retirement Income Security Act of 1974; or (iii) to have violated
Sections 180.0832, 180.0833 and 180.1202 of the Wisconsin Business Corporation Law, or any
successor thereto, regarding loans to directors, unlawful distributions and distributions of
assets, which involves foreign, federal, state or local law and which is brought by or in the right
of the Registrant or by any other person or entity, to which the director, officer, employee or
agent was a party because he or she is a director, officer, employee or agent). In all other
cases, the Registrant shall indemnify a director, officer, employee or agent of the Registrant
against liability and expenses incurred by such person in a proceeding unless it shall have been
proven by final judicial adjudication that such person breached or failed to perform a duty owed to
the Registrant under the circumstances described above as set forth in Section 180.0851 of the
Wisconsin Business Corporation Law. Article XI defines a “director, officer, employee or agent” as
(i) a natural person who, is or was a director, officer, employee or agent of the Registrant, (ii)
a natural person who, while a director, officer, employee or agent of the Registrant, is or was
serving either pursuant to the Registrant’s specific request or as a result of the nature of such
person’s duties to the Registrant as a director, officer, partner, trustee, member of any governing
or decision making committee, employee or agent of another corporation or foreign corporation,
partnership, joint venture, trust or other enterprise, and (iii) a person who, while a director,
officer, employee or agent of the Registrant, is or was serving an employee benefit plan because
his or her duties to the Registrant also impose duties on, or otherwise involve services by, the
person to the plan or to participants in or beneficiaries of the plan. Unless the context requires
otherwise, Article XI indemnification extends to the estate or personal representative of a
director, officer, employee or agent.
All officers, directors, employees and agents of controlled subsidiaries of the Registrant
shall be deemed for purposes of Article XI to be serving as such officers, directors, employees and
agents at the request of the Registrant. The right to indemnification granted to such officers and
directors by Article XI is not subject to any limitation or restriction imposed by any provision of
the Articles of Incorporation or Bylaws of a controlled subsidiary. For purposes of Article XI, a
“controlled subsidiary”
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means any corporation at least 80% of the outstanding voting stock of which is owned by the
Registrant or another controlled subsidiary of the Registrant.
Upon written request by a director, officer, employee or agent who is a party to a proceeding,
the Registrant shall pay or reimburse his or her reasonable expenses as incurred if the director,
officer, employee or agent provides the Registrant with: (i) a written affirmation of his or her
good faith belief that he or she is entitled to indemnification under Article XI; and (ii) a
written undertaking to repay all amounts advanced without interest to the extent that it is
ultimately determined that indemnification under Article XI is prohibited. The Registrant shall
have the power to purchase and maintain insurance on behalf of any person who is a director,
officer, employee or agent against any liability asserted against or incurred by the individual in
any such capacity arising out of his or her status as such, regardless of whether the Registrant is
required or authorized to indemnify or allow expenses to the individual under Article XI.
The right to indemnification under Article XI may be amended only by a majority vote of the
stockholders and any reduction in the right to indemnification may only be prospective from the
date of such vote.
Item 16. Exhibits
The following exhibits are filed as part of this Registration Statement.
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Exhibit |
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Number |
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Description |
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5
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Opinion of Reinhart Boerner Van Deuren s.c. |
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23.1
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Consent of Independent Registered Public Accounting Firm. |
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23.2
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Consent of Reinhart Boerner Van Deuren s.c. (included in its opinion filed as Exhibit
5 hereto). |
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24
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Power of Attorney (included as part of the signature page hereof). |
Item 17. 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;
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(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 prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective
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;
provided, however, that paragraphs (i), (ii) and (iii) 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, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of
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.
(b) The undersigned Registrant hereby undertakes that, for the purpose of determining
liability under the Securities Act of 1933 to any purchaser:
(1) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be
part of the registration statement as of the date the filed prospectus was deemed part of and
included in the registration statement; and
(2) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part
of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a)
of the Securities Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for
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liability purposes of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which the prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such effective date.
(c) The undersigned Registrant hereby undertakes that:
(1) for the purpose of determining liability of the undersigned Registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the securities, regardless
of the underwriting method used to sell the securities to the purchase, if the securities are
offered or sold to such purchaser by means of any of the following communications, the undersigned
Registrant will be a seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the
offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided by or on behalf of
the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
(2) 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 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to
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.
(d) 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
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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. 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 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, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Green Bay, State of Wisconsin, on the 15th day of June,
2007.
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ASSOCIATED BANC-CORP
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BY |
/s/ Paul S. Beideman |
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Paul S. Beideman, Chairman and Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Brian R. Bodager as his or her true and lawful attorney-in-fact and agent,
with full power of substitution and re-substitution, for him or her and in his or her name, place,
and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) and supplements to this 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 and thing requisite or necessary to be done in connection therewith, 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 agent, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities indicated on June 15, 2007:
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Signature |
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Title |
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/s/ Paul S. Beideman
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Chairman and Chief Executive Officer |
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/s/ Joseph B. Selner
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Chief Financial Officer (Principal Financial |
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Officer
and Principal Accounting Officer) |
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/s/ Karen T. Beckwith
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Director |
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Signature |
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Title |
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/s/ Ruth M. Crowley
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Director |
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/s/ Robert C. Gallagher
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Director |
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/s/ Ronald R. Harder
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Director |
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/s/ William R. Hutchinson
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Director |
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/s/ Eileen A. Kamerick
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Director |
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/s/ Richard T. Lommen
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Director |
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/s/ John C. Meng
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Director |
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/s/ J. Douglas Quick
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Director |
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/s/ Carlos E. Santiago
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Director |
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/s/ John C. Seramur
John C. Seramur
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Vice Chairman |
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