As filed with the Securities and Exchange Commission on January 12, 2001.
Registration No. 333-_____
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT ON
FORM S-8
UNDER THE SECURITIES ACT OF 1933
MUTUALFIRST FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Maryland 35-208560
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
110 E. Charles Street, Muncie, Indiana 47305
(Address of principal executive offices) (Zip Code)
MUTUALFIRST FINANCIAL, INC.
2000 STOCK OPTION AND INCENTIVE PLAN
AND
2000 RECOGNITION AND RETENTION PLAN
(Full title of the plan)
James S. Fleischer, P.C.
Martin L. Meyrowitz, P.C.
Michael R. Gartman, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
7th Floor - East Tower
1100 New York Avenue, NW
Washington, DC 20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Amount to be offering price aggregate Amount of
Title of securities to be registered registered per share offering price registration fee
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share 814,745 shares $14.50(1) $11,813,803(1) $2,954(1)
====================================================================================================================
(1) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. The shares being registered hereby
are being registered based upon the average of the high and low prices
per share of the common stock on The Nasdaq National Market of $14.50
per share on January 10, 2001.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
Form S-8 will be sent or given to participants in MutualFirst Financial's 2000
Stock Option and Incentive Plan and 2000 Recognition and Retention Plan as
specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission ("SEC") under the Securities Act of 1933, as amended.
Such documents are not being filed with the SEC, but constitute (along
with the documents incorporated by reference into the registration statement
pursuant to Item 3 of Part II of this registration statement), prospectuses that
meet the requirements of Section 10(a) of the Securities Act.
I-2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously or concurrently filed by MutualFirst
Financial, Inc. (the "Company" or the "Registrant") with the SEC are hereby
incorporated by reference in this registration statement and the prospectuses to
which this registration statement relates:
1. The annual report on Form 10-K of the Company for the fiscal year ended
December 30, 1999 (File No. 000-27905).
2. The quarterly report on Form 10-Q of the Company for the quarterly
period ended March 31, 2000.
3. The quarterly report on Form 10-Q of the Company for the quarterly
period ended June 30, 2000.
4. The quarterly report on Form 10-Q of the Company for the quarterly
period ended September 30, 2000.
5. The description of the Company's common stock contained on pages 39-40
of the Company's Registration Statement on Form S-4 filed September 25,
2000 (and any amendments or reports filed for the purpose of updating
the description) (File No. 333- 46510).
All documents subsequently filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
registration statement and the prospectuses to be a part hereof and thereof from
the date of the filing of such documents. Any statement contained in the
documents incorporated, or deemed to be incorporated, by reference herein or
therein shall be deemed to be modified or superseded for purposes of this
registration statement and the prospectuses to the extent that a statement
contained herein or therein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein or therein
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 and the prospectuses.
The Company shall furnish without charge to each person to whom the
prospectuses are delivered, on the written or oral request of such person, a
copy of any or all of the documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference to the information that is incorporated). Requests should be
directed to: Stockholder Relations, MutualFirst Financial, Inc., 110 E. Charles
Street, Muncie, Indiana 47305; telephone number (765) 747-2800.
II-1
<PAGE>
All information appearing in this registration statement and the
prospectuses is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
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 12 of MutualFirst's Articles of Incorporation provides for the
indemnification of current and former directors and officers of MutualFirst
against liability up to the fullest extent required or permitted by Maryland
General Corporation Law, including but not limited to expenses incurred in any
proceeding. Article 12, subparagraph E also provides for the authority to
purchase insurance for indemnification purposes.
Section 2-418 of the General Corporation Law of the State of Maryland
authorizes a corporation's Board of Directors to indemnifying directors and
officers, when they are made, or threatened to be made, parties to certain
proceedings by reason of their status with the corporation, against judgments,
fines, settlements and reasonable expenses actually incurred in connection with
the proceeding. In addition, under certain circumstances such persons may be
indemnified against expenses actually and reasonably incurred in defense of a
proceeding by or on behalf of the corporation. Indemnification is permitted
unless it is proven that (1) the conduct of the person was material to the
matter giving rise to the proceeding and the person acted in bad faith or with
"active and deliberate dishonesty," (2) the person actually received an improper
benefit, or (3) in the case of a criminal proceeding, the person had reason to
believe that his conduct was unlawful.
Maryland law provides that where a person is a defendant in a
derivative proceeding, the person may not be indemnified if the person is found
liable to the corporation. Maryland law also provides that a person may not be
indemnified in any proceeding alleging improper personal benefit to the person
in which the person was found liable on the grounds that personal benefit was
improperly received.
Maryland law further provides that unless otherwise provided in the
corporation's Articles of Incorporation, a director or officer (but not an
employee or agent) who is successful on the merits or otherwise in defense of
any proceeding must be indemnified against reasonable expenses. The Articles of
Incorporation do not otherwise provide a bar against mandatory indemnification.
Finally, Section 2-418(f) of the General Corporation Law also permits
expenses incurred by a person in defending a proceeding to be paid by the
corporation in advance of the final disposition of the proceeding upon the
receipt of an undertaking by the director or officer to repay this amount if it
is ultimately determined that he or she is not entitled to be indemnified by the
corporation against these expenses. The person seeking indemnification of
expenses must affirm in writing that
II-2
<PAGE>
he or she believes in good faith that he or she has met the applicable standard
for indemnification of expenses.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibits Index to this Registration Statement.
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 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 SEC 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 (i) and (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 with or furnished to the SEC 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.
II-3
<PAGE>
(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 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 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
SEC 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 of expenses
incurred or paid by a director, officer or controlling person 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.
II-4
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all 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 in the City of Muncie, State of Indiana on January 12,
2001.
MUTUALFIRST FINANCIAL, INC.
By:/s/ R. DONN ROBERTS
--------------------------------------
R. Donn Roberts
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
Each person whose signature appears below hereby makes, constitutes and
appoints R. Donn Roberts his true and lawful attorney, with full power to sign
for each person and in such person's name and capacity indicated below, and with
full power of substitution, any and all amendments to this Registration
Statement, hereby ratifying and confirming such person's signature as it may be
signed by said attorney to any and all amendments. Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Name Title Date
/s/ Wilbur R. Davis Chairman of the Board January 12, 2001
----------------------
Wilbur R. Davis
/s/ R. Donn Roberts President, Chief Executive January 12, 2001
---------------------- Officer and Director
R. Donn Roberts (Principal Executive Officer)
/s/ Timothy J. McArdle Senior Vice President, January 12, 2001
---------------------- Treasurer and Controller
Timothy J. McArdle (Principal Financial and
Accounting Officer)
II-5
<PAGE>
Name Title Date
/s/ Julie A. Skinner Director and Vice Chairman January 12, 2001
----------------------
Julie A. Skinner
/s/ Linn A. Crull Director January 12, 2001
----------------------
Linn A. Crull
/s/ Edward J. Dobrow Director January 12, 2001
----------------------
Edward J. Dobrow
/s/ William V. Hughes Director January 12, 2001
----------------------
William V. Hughes
/s/ James D. Rosema Director January 12, 2001
----------------------
James D. Rosema
/s/ Steven L. Banks Director January 12, 2001
----------------------
Steven L. Banks
/s/ John H. Dalton Director January 12, 2001
----------------------
John H. Dalton
/s/ Jon R. Marler Director January 12, 2001
----------------------
Jon R. Marler
/s/ Jerry D. McVicker Director January 12, 2001
----------------------
Jerry D. McVicker
II-6
<PAGE>
EXHIBITS INDEX
Exhibit
Number Description of Exhibits
--------------------------------------------------------------------------------
4.1 Articles of Incorporation, as amended, for MutualFirst Financial, Inc.,
as amended.
4.2 Bylaws of MutualFirst Financial, Inc. filed on September 16, 1999 as
Exhibit 3.2 to Registrant's Registration Statement on Form S-1 (File No.
333-87239), is incorporated herein by reference.
4.3 Form of Certificate of Common Stock, filed on September 16, 1999
as Exhibit 4 to Registrant's Registration Statement on Form S-1
(File No. 333-87239), is incorporated herein by reference.
5 Opinion of Silver, Freedman & Taff, L.L.P.
23.1 Consent of Olive LLP
23.2 Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5).
24 Power of Attorney (included in signature pages).
99.1 Registrant's 2000 Stock Option and Incentive Plan filed on
September 25, 2000 as Appendix D to Registrant's Registration
Statement on Form S-4 (File No. 333-46510), is incorporated
herein by reference.
99.2 Registrant's 2000 Recognition and Retention Plan filed on
September 25, 2000 as Appendix E to Registrant's Registration
Statement on Form S-4 (File No. 333-46510), is incorporated
herein by reference.
II-7
