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Registration No. 0-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-SB
General Form For Registration of Securities of
Small Business Issuers
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
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FIRST SHARES BANCORP, INC.
(Name of Small Business Issuer in its charter)
INDIANA 35-1948962
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
996 SOUTH STATE ROAD 135
GREENWOOD, INDIANA 46143
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (317) 882-4790
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.01 par value per share
(Title of class)
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
The information required by this item is contained under the sections
entitled "Prospectus Summary" on pages 3-5 and "Business" on pages 27-32 of the
Prospectus (the "Prospectus") included in the Registration Statement (the
"Registration Statement") of First Shares Bancorp, Inc. on Form SB-2, file no.
333-31520, and such sections are incorporated herein by reference.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The information required by this item is contained under the section
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations" on pages 14-26 of the Prospectus, and such sections are
incorporated herein by reference.
ITEM 3. DESCRIPTION OF PROPERTY
The information required by this item is contained under the section
entitled "Business--Properties" on page 31 of the Prospectus, and such section
is incorporated herein by reference.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is contained under the section
entitled "Principal Shareholders" on pages 37-38 of the Prospectus, and such
section is incorporated herein by reference.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The information required by this item is contained under the section
entitled "Management--Directors and Executive Officers" on pages 33-34 of the
Prospectus, and such section is incorporated herein by reference.
ITEM 6. EXECUTIVE COMPENSATION
The information required by this item is contained under the sections
entitled "Management--Executive Compensation" on pages 34-35 of the Prospectus
and "Management--Benefit Plans and Arrangements" on pages 35-36 of the
Prospectus, and such sections are incorporated herein by reference.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships or transactions required to be disclosed by Item
404 of Regulation S-B.
ITEM 8. DESCRIPTION OF SECURITIES
The information required by this item is contained under the section
entitled "Description of Capital Stock" on pages 49-52 of the Prospectus, and
such section is incorporated herein by reference.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
The information required by this item is contained under the sections
entitled "Dividend Policy" on page 11 of the Prospectus, "Description of Capital
Stock" on pages 49-52 of the Prospectus and "Shares Eligible for Future Sale" on
pages 52-53 of the Prospectus, and such sections are incorporated herein by
reference.
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ITEM 2. LEGAL PROCEEDINGS
The information required by this item is contained under the section
entitled "Business--Litigation" on page 32 of the Prospectus, and such section
is incorporated herein by reference.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
There are no matters required to be reported by Item 304 of Regulation S-B.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The information required by this item is contained under the section
entitled "Item 4. Recent Sales of Unregistered Securities" on page II-3 of the
Registration Statement, and such section is incorporated herein by reference.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The information required by this item is contained under the section
entitled "Item 1. Indemnification of Officers and Directors" on page II-1 of the
Registration Statement, and such section is incorporated herein by reference.
PART F/S
The information required by this part is contained on pages F-2 through
F-19 of the Prospectus, and such information is incorporated herein by
reference.
PART III
ITEM 1 & ITEM 2. INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS
2.1 Articles of Incorporation of First Shares Bancorp, Inc. and
amendments, incorporated by reference from Exhibit 3.1 to the
Registration Statement.
2.2 Bylaws of First Shares Bancorp, Inc., incorporated by
reference from Exhibit 3.2 to the Registration Statement.
3 Specimen Common Stock Certificate, incorporated by reference
from Exhibit 4 to the Registration Statement.
6.1 1996 Stock Option Plan, incorporated by reference from Exhibit
10.1 to the Registration Statement.
6.2 1999 Amended and Restated Stock Option Plan, incorporated by
reference from Exhibit 10.2 to the Registration Statement.
6.3 Employment Agreement of Jerry R. Engle, incorporated by
reference from Exhibit 10.3 to the Registration Statement.
6.4 Form of Director Deferred Compensation Agreements,
incorporated by reference from Exhibit 10.4 to the
Registration Statement.
6.5 Deferred Compensation Agreement dated October 26, 1999 between
First Bank and H. Dean Hawkins and Termination of First Bank
Deferred Compensation Agreement for H. Dean Hawkins dated
January 31, 2000, incorporated by reference from Exhibit 10.5
to the Registration Statement.
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6.6 Purchase and Assumption Agreement between Huntington
Bancshares Incorporated, The Huntington National Bank and
First Bank, incorporated by reference from Exhibit 10.6 to the
Registration Statement.
6.7 Lease Agreement dated March 29, 1999 between Greenwood ICC
Realty, LLC and First State Bank, incorporated by reference
from Exhibit 10.7 to the Registration Statement.
6.8 Lease dated April 12, 1999 between M. Kenton and Linda S.
Franklin and First State Bank, incorporated by reference from
Exhibit 10.8 to the Registration Statement.
6.9 Lease dated December 8, 1999 between G & P Real Estate, LLC
and First Bank, incorporated by reference from Exhibit 10.9 to
the Registration Statement.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Greenwood,
Indiana, on March 7, 2000.
FIRST SHARES BANCORP, INC.
By: /s/ Jerry R. Engle
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Jerry R. Engle
President
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