S-8 1 hfb_s8.txt FORM S-8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HOME FEDERAL BANCORP (Exact name of Registrant as specified in its charter) Indiana 35-1807839 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 222 West Second Street Seymour, Indiana 47274 (Address of Principal Executive Offices) (Zip Code) HOME FEDERAL BANCORP 2001 STOCK OPTION PLAN (Full title of the plans) John K. Keach, Jr. President and Chief Executive Officer Home Federal Bancorp 222 West Second Street Seymour, Indiana 47274 (Name and address of agent for service) (Telephone number, including area code, of agent for service) (812) 522-1592
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, without par value 425,000 $19.16 $8,143,000 $1,946.18 ================================================================================================================
(1) Estimated solely to determine the registration fee and based on the option price of stock options already granted under the Plan and on the average of the high and low sales prices per share of Common Stock of Home Federal Bancorp on January 28, 2002, as to shares not yet subject to options granted under the Plan, 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. 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") promulgated under the Securities Act of 1933, as amended (the "1933 Act"), will be sent or given to participants in the Home Federal Bancorp 2001 Stock Option Plan (the "Plan"), as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the 1933 Act. Such document(s) are not being filed with the Commission but constitute (along with the documents incorporated by reference into 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 of Home Federal Bancorp (the "Registrant") for the year ended June 30, 2001, filed with the Commission on Form 10-K; (2) The quarterly report of Registrant for the quarter ended September 30, 2001, filed with the Commission on Form 10-Q; (3) All other reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") by the Registrant since September 30, 2001; and (4) 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 February 19, 1993, 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 l3(a), 13(c), l4, and l5(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 13 of the Registrant's Articles of Incorporation, pursuant to authority contained in the Indiana Business Corporation Law, provides for 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. The Registrant also maintains directors' and officers' liability insurance. 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 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 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 Seymour, and the State of Indiana, on this 28th day of January, 2002. HOME FEDERAL BANCORP By /s/ John K. Keach, Jr. ------------------------------------------ John K. Keach, Jr. President and Chief Executive Officer Each person whose signature appears below hereby constitutes and appoints John K. Keach, Jr., and Lawrence E. Welker, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his 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. Signature Title Date --------- ----- ---- (1) Principal Executive Officer: /s/ John K. Keach, Jr. President and ) -------------------------------- Chief ) John K. Keach, Jr. Executive Officer ) ) (2) Principal Financial and ) Accounting Officer: ) ) ) /s/ Lawrence E. Welker Executive Vice ) -------------------------------- President, ) Lawrence E. Welker Chief Financial ) Officer, Treasurer, ) and Secretary ) ) January 28, 2002 ) (3) A Majority of the Board ) of Directors ) ) ) /s/ John T. Beatty Director ) -------------------------------- ) John T. Beatty ) ) ) /s/ Lewis W. Essex Director ) -------------------------------- ) Lewis W. Essex ) ) ) /s/ Harold Force Director ) -------------------------------- ) Harold Force ) ) ) /s/ David W. Laitinen Director ) -------------------------------- ) David W. Laitinen ) ) January 28, 2002 ) /s/ Harvard W. Nolting, Jr. Director ) -------------------------------- ) Harvard W. Nolting, Jr. ) ) ) /s/ Gregory J. Pence Director ) -------------------------------- ) Gregory J. Pence ) INDEX TO EXHIBITS Exhibit No. Description 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. 33-55234), which was filed with the Commission on December 2, 1992 4.2 By-Laws of the Registrant are incorporated by reference to Exhibit 3(2) of the Registrant's Registration Statement on Form S-4 (Registration No. 33-55234), which was filed with the Commission on December 2, 1992 5 Opinion of Barnes & Thornburg as to the legality of the securities being registered 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Barnes & Thornburg is included as part of Exhibit 5 24 Power of Attorney is set forth on page 3 of this Registration Statement