-----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, Op+4gBDa0dGskFM9kbMH6vFq8V6oMGIGpWjfahXxF7q/Dpa4o7XuY1O1kKTBv8EX 6HXgCkmOqn+u0KMKbXQBSA== 0000908834-96-000217.txt : 19961002 0000908834-96-000217.hdr.sgml : 19961002 ACCESSION NUMBER: 0000908834-96-000217 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961001 EFFECTIVENESS DATE: 19961001 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANCORP /IN/ CENTRAL INDEX KEY: 0000840458 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 351775411 STATE OF INCORPORATION: IN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-13145 FILM NUMBER: 96637644 BUSINESS ADDRESS: STREET 1: THIRD & BUSSERON STREETS CITY: VINCENNES STATE: IN ZIP: 47591 BUSINESS PHONE: 8128824528 MAIL ADDRESS: STREET 1: THIRD & BUSSERON STREET STREET 2: P O BOX 1417 CITY: VINCENNES STATE: IN ZIP: 47591 S-8 1 1ST BANCORP 1997 EMPLOYEE STOCK PURCHASE PLAN Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 1ST BANCORP (Exact name of Registrant as specified in its charter) Indiana 35-1775411 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 101 North Third Street Vincennes, Indiana 47591 (Address of Principal Executive Offices) (Zip Code) 1ST BANCORP 1997 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) FRANK D. BARACANI Copy to: President and Chief Executive Officer CLAUDIA V. SWHIER, ESQ. 1ST BANCORP Barnes & Thornburg 101 North Third Street 1313 Merchants Bank Building Vincennes, Indiana 47591 11 S. Meridian Street (Name and address of agent for service) Indianapolis, Indiana 46204 (Telephone number, including area code, of agent for service) (812) 882-4528 CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of maximum maximum Amount securities Amount offering aggregate of to be to be price per offering registration registered registered share(1) price(1) fee - -------------------------------------------------------------------------------- Common Stock, $1.00 par value 15,000 $30.875 $463,875 $159.70 ================================================================================ (1) Estimated solely to determine the registration fee and based on the average of the high and low sales prices per share of Common Stock of 1ST BANCORP on September 25, 1996, pursuant to Rule 457(c) and (h). (2) Any additional shares of Common Stock to be issued as a result of stock dividends, stock splits, or similar transactions shall be covered by this Registration Statement as provided in Rule 416. Page 1 of 8 Pages Exhibit Index on Page 6 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Document(s) containing information specified by Part I of this Form S-8 Registration Statement ("Registration Statement") will be sent or given to participants in the 1ST BANCORP 1997 Employee Stock Purchase Plan (the "Plan") as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "1933 Act"). Such document(s) are not being filed with the Commission but constitute (along with the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that meets the requirements of Section 10(a) of the 1933 Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are hereby incorporated by reference into this Registration Statement: (1) The annual report on Form 10-K of 1ST BANCORP (the "Registrant") for the year ended June 30, 1996; (2) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") by the Registrant since June 30, 1996; and (3) The description of the capital stock of the Registrant contained in the Registrant's Registration Statement on Form 8-B, which was filed with the Commission on August 7, 1989, and all amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act prior to the filing of a post-effective amendment that indicates that all shares offered hereby have been sold or that deregisters all shares then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part thereof from the date they are filed. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Article VI, Section 6.1 of the Registrant's By Laws provides for the indemnification of the Registrant's officers, directors, employees and agents against expenses (including attorneys fees), judgments, settlements, penalties and fines actually and reasonably incurred by them in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which they are made parties to the full extent authorized by applicable law. Such law authorizes the indemnification of the Registrant's officers and directors against expenses, judgments, settlements, penalties and fines that may be incurred by them in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they are made parties if they acted in good faith and in a manner they reasonably believed, in the case of conduct in their official capacity, was in the best interest of the Registrant and, in all other cases, was not opposed to the best interests of the Registrant and, with respect to any criminal action or proceeding, they either had reasonable cause to believe their conduct was lawful or no reasonable cause to believe their conduct was unlawful. Such indemnification is required in cases where the directors or officers are successful, on the merits or otherwise, in the defense of any claim, issue or matter. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. The exhibits furnished with this registration statement are listed on page E-1. 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 1933 Act; (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 (provided that 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 the 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 on 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 clauses (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated by reference in the Registration Statement; (2) that, for the purpose of determining any liability under the 1933 Act, 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; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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 1933 Act 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 Commission, such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue. 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 Vincennes, and the State of Indiana, on this 26th day of September, 1996. 1ST BANCORP By /s/ Frank D. Baracani Frank D. Baracani President Each person whose signature appears below hereby constitutes and appoints Frank D. Baracani and Mary Lynn Stenftenagel, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution 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) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signatures Title Date - ---------- ----- ---- (1) Principal Executive Officers: /s/ C. James McCormick Chairman and Chief ) C. James McCormick Executive Officer ) ) ) /s/ Frank D. Baracani President ) Frank D. Baracani ) ) (2) Principal Financial and ) Accounting Officer: ) ) ) /s/ Mary Lynn Stenftenagel Secretary - ) Mary Lynn Stenftenagel Treasurer ) September 26, 1996 ) (3) A Majority of the Board ) of Directors ) ) ) /s/ R. William Ballard Director ) R. William Ballard ) ) ) /s/ Frank D. Baracani Director ) Frank D. Baracani ) ) ) /s/ Donald G. Bell Director ) Donald G. Bell ) ) ) /s/ James W. Bobe Director ) James W. Bobe ) ) ) /s/ Ruth Mix Carnahan Director ) Ruth Mix Carnahan ) ) ) /s/ C. James McCormick Chairman ) C. James McCormick ) ) ) /s/ Rahmi Soyugenc Director ) September 26, 1996 Rahmi Soyugenc ) ) ) /s/ Mary Lynn Stenftenagel Director ) Mary Lynn Stenftenagel ) ) ) /s/ John J. Summers Director ) John J. Summers ) INDEX TO EXHIBITS Page No. In This Exhibit No. Description Filing 4.1 Articles of Incorporation of the Registrant are * incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-4 (Registration No. 33-24587), filed with the Securities and Exchange Commission on September 28, 1988. 4.2 By-Laws of the Registrant are incorporated by reference * to Exhibit 3b of the Registrant's Form 10-K for the year ended June 30, 1994. 5 Opinion of Barnes & Thornburg as to the legality of the securities being registered. 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Barnes & Thornburg (included as part of Exhibit 5). 24 Power of Attorney (set forth on page S-1 of this Registration Statement). - -------------- (*) Previously filed with the SEC and by this reference incorporated into this Registration Statement. EX-5 2 BARNES & THORNBURG OPINION Exhibit 5 September 26, 1996 1ST BANCORP Third & Busseron Streets Post Office Box 1417 Vincennes, Indiana 47591 Ladies and Gentlemen : You have requested our opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") of 1ST BANCORP (the "Corporation"), relating to the offer and sale of 15,000 shares of the Common Stock, par value $1.00 per share, of the Corporation ("Common Stock"), under the 1ST BANCORP 1997 Employee Stock Purchase Plan (the "Plan"). In connection with your request, we have made such examination of the corporate records and proceedings of the Corporation and considered such questions of law and taken such further action as we deemed necessary or appropriate to enable us to render this opinion. Based upon such examination, we are of the opinion that when the Common Stock has been issued and sold and the purchase price thereof has been paid, as contemplated by the Plan and as described in the Registration Statement, as the same may be amended, and when the steps set forth in the next paragraph have been taken, the Common Stock will be legally issued, fully paid and nonassessable. The steps to be taken which are referred to in the next preceding paragraph consist of the following: (1) compliance with the Securities Act of 1933, as amended, and with applicable state securities laws, with respect to the issuance and sale of the Common Stock under the Plan; and (2) issuance and sale of the Common Stock in accordance with the terms and conditions set forth in the Plan and the Registration Statement, as amended from time to time. Sincerely yours, BARNES & THORNBURG EX-23.1 3 KPMG PEAT MARWICK LLP OPINION Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of 1ST BANCORP on Form S-8 of our report dated July 22, 1996, appearing in the Annual Report of 1ST BANCORP on Form 10-K for the year ended June 30, 1996, filed with the Securities and Exchange Commission. KPMG PEAT MARWICK LLP Indianapolis, Indiana September 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----