As filed with the Securities and Exchange Commission on October 28, 1999
Registration Statement No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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LAFAYETTE BANCORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Indiana 35-1605492
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
133 North 4th Street
Lafayette, Indiana 47902
(Address of Principal Executive Offices)
LAFAYETTE BANCORPORATION 1998 NONQUALIFIED STOCK OPTION PLAN
LAFAYETTE BANCORPORATION NON-QUALIFIED STOCK OPTION PLAN (ADOPTED IN 1995)
(Full Title of the Plans)
Copy to:
Robert J. Weeder John R. Zerkle
President and Chief Executive Officer Leagre Chandler & Millard LLP
133 North 4th Street 135 North Pennsylvania Street, Suite 1400
Lafayette, Indiana 47902 Indianapolis, Indiana 46204
(765) 423-7100 (317) 808-3000
(Name, address and telephone number,
including area code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE*
<TABLE>
<CAPTION>
=======================================-----------------------------------------------------------------------===================
Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Amount to be Offering Price Per Aggregate Offering Registration Fee
Registered (1) Share Price
- --------------------------------------------------------------------------------------------------------------===================
<S> <C> <C> <C> <C>
Common Stock, no par value, subject 143,435 $21.96 (2) $3,149,833(2) $875.66
to outstanding options or issued upon
the exercise of options
- --------------------------------------------------------------------------------------------------------------===================
Common Stock, no par value, reserved 44,906 $39.00 (3) $1,751,334 (3) $486.88
for future grant of options
=================================================================================================================================
</TABLE>
*Numbers of shares and offering price information have been adjusted to reflect
stock dividends previously paid but do not reflect the three-for-two stock
split to be paid on November 1, 1999, to holders of record as of September 30,
1999.
(1) The shares to be registered consist of 133,465 shares covered by
options that have been granted pursuant to the Lafayette
Bancorporation 1998 Nonqualified Stock Option Plan (the "1998 Plan")
and the Lafayette Bancorporation Non-Qualified Stock Option Plan
adopted in 1995 (the "1995 Plan"), 9,970 shares previously issued
under the 1998 Plan and 1995 Plan upon the exercise of options, and
44,906 shares remaining available for issuance upon the exercise of
options that may be granted pursuant to the 1998 Plan and 1995 Plan.
This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment provisions of
the 1998 Plan and 1995 Plan.
(2) Calculated pursuant to Rule 457(h) for the purpose of calculating the
registration fee, based on the average price at which outstanding
options may be or have been exercised pursuant to the 1998 Plan and the
1995 Plan.
(3) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(c) and (h), based on the average of the bid and
asked prices for the Registrant's Common Stock on October 26, 1999, as
quoted on the NASD Over-The-Counter Bulletin Board.
<PAGE>2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I, Item 1 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the introductory Note
to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Lafayette Bancorporation plans that are covered
by this Registration Statement are available without charge by contacting
Michelle D. Turnpaugh, Secretary, at (765) 423-7100.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of Lafayette Bancorporation (the "Registrant")
filed with the Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference in this Registration Statement:
(a)(1) Annual Report on Form 10-K of the Registrant filed with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), for the Registrant's fiscal year ended December 31, 1998.
(b)(1) Quarterly Report on Form 10-Q for the Registrant filed with the
Commission pursuant to the Exchange Act, for the Registrant's fiscal quarter
ended March 31, 1999.
(b)(2) Quarterly Report on Form 10-Q for the Registrant filed with the
Commission pursuant to the Exchange Act, for the Registrant's fiscal quarter
ended June 30, 1999.
(c)(1) The description of the Common Stock of the Registrant contained
under Item 11, "Description of Registrant's Securities to Be Registered," in the
Registrant's Registration Statement on Form 10 filed with the Commission on
April 30, 1997.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>3
Item 6. Indemnification of Directors and Officers.
Under the Indiana Business Corporation Law ("IBCL") and Section 9.3 of
the Registrant's Amended Articles of Incorporation, directors and officers of
the Registrant or any of its subsidiaries are entitled to indemnification
against reasonable expenses incurred in the defense of any civil or criminal
claim, action, suit or proceeding to which they are parties because they are
directors or officers of the Registrant and in which they are wholly successful.
Section 9.3 of the Amended Articles also provides for the optional
indemnification of directors and officers, even if they are not wholly
successful and even if they are adjudged liable or guilty, if (1) they acted in
good faith; (2) in the case of conduct in their official capacity with the
Registrant and its subsidiaries, they reasonably believed their conduct to be
the best interests of the Registrant and its subsidiaries, and, in all other
cases, they reasonably believed that their conduct was at least not opposed to
the best interests of the Registrant and its subsidiaries; and (3) with respect
to any criminal action, they had reasonable cause to believe their conduct was
lawful or had no reasonable cause to believe their conduct unlawful. Section 9.3
requires that the determination of whether directors or officers have met the
standard of conduct so as to permit optional indemnification be made by
disinterested directors, special legal counsel or a majority vote of the shares
of the Registrant's voting stock held by disinterested shareholders. The
Registrant also may indemnify and advance expenses to employees and agents to
the extent that such indemnification is consistent with public policy and as may
be provided in its Articles, Bylaws, by action of the Board of Directors or by
contract.
Under the IBCL, a director of the Registrant cannot be held liable for
actions that do not constitute wilful misconduct or recklessness. In addition, a
director of the Registrant against whom a shareholders' derivative suit has been
filed cannot be held liable if a committee of disinterested directors of the
Registrant, after a good faith investigation, determines either that the
shareholder has no right or remedy or that pursuit of that right or remedy will
not serve the best interests of the Registrant.
At present, there are no claims, actions, suits or proceedings pending
where indemnification would be required under the above, and the Registrant does
not know of any threatened claims, actions, suits or proceedings which may
result in a request for such indemnification.
In addition, officers and directors of the Registrant are entitled to
indemnification under an insurance policy of the Registrant for expenditures
incurred by them in connection with certain acts in their capacities as such and
providing reimbursement to the Registrant for expenditures in indemnifying such
directors and officers for such acts. The maximum aggregate coverage for the
Registrant and insured individuals is $10,000,000 for claims made during each
policy year, with the policies subject to self-retention and deductible
provisions.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
3.1 Amended Articles of Incorporation of Registrant (incorporated herein by
reference to Exhibit 3.1 to the Registrant's Registration Statement on Form
10 filed on April 30, 1997 (the "Form 10").
3.2 Amended and Restated By-laws of Registrant (incorporated herein by
reference to Exhibit 3.2 to the Form 10).
<PAGE>4
5 Opinion of Leagre Chandler & Millard LLP, regarding legality of securities
being offered, including consent.
23 Consent of Crowe Chizek and Company LLP.
24 Power of Attorney (included on page II-7).
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 Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this
registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic 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.
(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 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 Section 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 this
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.
<PAGE>5
(c) 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 the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities 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 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 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 Lafayette, Indiana, on this 13th day of September, 1999.
LAFAYETTE BANCORPORATION
By: /s/Robert J. Weeder
Robert J. Weeder
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and appoints
Robert J. Weeder and Marvin S. Veatch, 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, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933.
<PAGE>6
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
Date Signature and Title
Date: September 13, 1999 /s/Robert J. Weeder
---------------------------------
Robert J. Weeder, President (Principal
Executive Officer) and Director
Date: September 13, 1999 /s/Richard A. Boehning
Richard A. Boehning, Director
Date: September 13, 1999 /s/Joseph A. Bonner
Joseph A. Bonner, Director
Date: September 13, 1999 /s/Wilbur L. Hancock
Wilbur L. Hancock, Director
Date: September 13, 1999 /s/Roy D. Meeks
Roy D. Meeks, Director
Date: September 13, 1999 /s/Marvin S. Veatch
Marvin S. Veatch, Controller
(Principal Accounting Officer and
Principal Financial Officer)
EXHIBIT 5
[LEAGRE CHANDLER & MILLARD LLP LETTERHEAD]
October 26, 1999
Lafayette Bancorporation
133 North 4th Street
Lafayette, Indiana 47902
Gentlemen:
We have acted as special counsel to Lafayette Bancorporation, an Indiana
corporation (the "Company"), with respect to the filing by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration Statement") covering
up to 188,341 shares of the Company's common stock, no par value per share (the
"Shares"), available for issuance and previously issued pursuant to the
Lafayette Bancorporation 1998 Nonqualified Stock Option Plan and the Lafayette
Bancorporation Non-Qualified Stock Option Plan adopted in 1995 (the "Plans").
Based on our review of the Articles of Incorporation of the Company, as
amended, the Bylaws of the Company, as amended and restated, the Plans and
documents related thereto, and such other documents and records as we have
deemed necessary and appropriate, we are of the opinion that the Shares, if and
when issued and paid for pursuant to the Plans and related documents, will be
validly issued, fully paid and non-assessable.
We consent to the filing of this opinion of counsel as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Leagre Chandler & Millard LLP
LEAGRE CHANDLER & MILLARD LLP
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of Lafayette Bancorporation on Form S-8 of our report, dated January
27, 1999, on the consolidated financial statements of Lafayette Bancorporation
as of December 31, 1998 and 1997 and for each of the three years in the period
ended December 31, 1998, included in Lafayette Bancorporation's Annual Report on
Form 10-K for the year ended December 31, 1998.
/s/ Crowe, Chizek and Company LLP
CROWE, CHIZEK AND COMPANY LLP
October 26, 1999
Indianapolis, Indiana
