File No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
1st SOURCE CORPORATION
(Exact name of Registrant as specified in its charter)
Indiana 35-1068133
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organizaion)
100 North Michigan Street, South Bend, Indiana 46601
(Address of Principal Executive Offices)
1st SOURCE CORPORATION 1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Larry E. Lentych
1st Source Corporation
100 North Michigan Street
South Bend, Indiana 46601
(Name and address of agent for service)
(219) 235-2702
(Telephone number, including area code, of agent for service)
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
Common Stock,
w/o par value 200,000 Shares $22.875 $4,575,000 $1,577.59
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457.
PART II
Item 3. Incorporation of Documents by Reference.
The following information heretofore filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), is incorporated herein by reference:
(a) The registrant's latest Annual Report on Form 10-K.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (a) above.
(c) The information set forth under the caption "Description of
Registrant's Securities to be Registered" in the registrant's
Registration Statement on Form S-2, Reg. No. 33-9087, dated December
16, 1986, including any amendments or reports filed for the purpose
of updating that description.
All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement
and before the filing of a post-effective amendment indicating that all
shares of Common Stock offered under the Plan have been sold or deregistered
all Common Stock then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the
date of filing of those documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
No expert named herein or in the Prospectus has or is to receive, in
connection with this offering, a substantial interest, direct or indirect,
in the Registrant or any of its subsidiaries; nor is such expert connected
with the Registrant as a promoter, underwriter, voting trustee, director,
officer or employee.
Item 6. Indemnification of Directors and Officers.
The Indiana Business Corporation Law (Section 23-1-37) grants to each
corporation the power to advance reasonable expenses and to indemnify its
directors, officers, employees or agents against judgments, settlements,
penalties, fines and reasonable expenses incurred in certain proceedings,
provided, that an appropriate determination is made that the person acted in
good faith and reasonably believed, if acting in official capacity, that he
acted in the Company's best interests. Furthermore, unless the Company's
articles of incorporation provide otherwise, a corporation must indemnify any
director or officer against reasonable expenses incurred in connection with
any proceeding to which the person was a party if he was wholly successful
in the defense of such proceeding. This statute provides, however, that the
statutory provisions for indemnification and advancement of expenses are not
exclusive of any other such rights provided by the articles of incorporation,
by-laws, resolution, or other authorization adopted by a majority vote of the
voting shares then issued and outstanding. This statute further provides
that if such other provisions for the indemnification and advancement of
expenses are more restrictive than the statute, indemnification and
advancement of expenses are valid only to the extent consistent with such
other provisions.
Each past, present or future Director or Officer of the Corporation shall be
and hereby is indemnified by the Corporation against all liability (including
the expense of defending against such liability and any payment of money or
delivery of property made in satisfaction or settlement thereof, but
excluding any such payment or delivery made to the Corporation for its
accounts), which results from any claim, suit or proceeding threatened or
commenced against him, whether or not he is then such a Director or Officer,
for acts alleged to have been committed or omitted by him as such Director
or Officer, or as an employee of the Corporation, provided (a) he is adjudged
not guilty of willful misconduct or dereliction of duty by a judgment or
decree entered by any court in respect of such claim, suit or proceeding, or
(b) he is determined not guilty of willful misconduct or dereliction of duty
by a majority vote of the whole Board of Directors, if no such judgment or
decree is entered, or if entered, no adjudication is made therein in respect
of willful misconduct or dereliction of duty. directors who are embraced in
the claim, suit or proceeding shall be disqualified from participating in any
such determination by the Board of Directors, both in respect of their own
misconduct or dereliction of duty, if any, and that of others. In the event
a majority of the Board of Directors are thus disqualified, such
determination in respect of misconduct or dereliction of duty shall be made
by independent counsel who shall be selected by a majority vote of all the
whole Board of Directors. Those Directors who would be disqualified from
participating in a determination by the Board of Directors in respect of such
misconduct or dereliction of duty may nevertheless participate in the
selection of such counsel. Such counsel at the time of their selection may
be counsel of the Corporation in other matters, but shall not be in the
employ of the Corporation in a salaried capacity. The right of
indemnification herein provided shall not be exclusive of any other rights
to which any such Director of Officer may be entitled as a matter of law.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
4(a). Articles of Incorporation of 1st Source as amended April 30, 1996,
filed as an exhibit to Form 10-K dated December 31, 1996, and
incorporated herein by reference.
4(b). By-Laws of 1st Source, as amended April 19, 1993, and filed as an
exhibit to Form 10-K dated December 31, 1993, and incorporated
herein by reference.
4(c). Form of Common Stock Certificate, for share of 1st Source Common
Stock, filed as an exhibit to Registration Statement 2-40481 and
incorporated herein by reference.
5. Opinion of Barnes & Thornburg with respect to the legality of the
securities registered hereby.
23. Consent of Coopers & Lybrand, L.L.P. Consent of Barnes &
Thornburg is included in Exhibit 5.
24. Powers of Attorney executed by 1st Source Directors.
Item 9. Undertakings
1st Source 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;
(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 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
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in this 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.
(4) 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 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 the time shall be deemed to
be the initial bona fide offering thereof.
(5) That 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 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Issuer. Pursuant to the requirements of the Securities Act of 1933, the
issuer certifies that it has reasonable grounds to believe it meets all of
the requirements for filing on Form S-8, undertakes to comply with the
requirements of Part II of 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 South Bend, and the State of Indiana, on this
day of , 19 .
1st SOURCE CORPORATION
(Issuer)
By: \s\ Ernestine M. Raclin
Ernestine M. Raclin, Chairman
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
\s\ Ernestine M. Raclin Chairman of the Board and a Director
Ernestine M. Raclin (Principal Executive Officer)
Date: ____________________________
\s\ Christopher J. Murphy III President and a Director
Christopher J. Murphy III
Date: ____________________________
\s\ Vincent A. Tamburo Secretary
Vincent A. Tamburo
Date: ____________________________
\s\ Larry E. Lentych Treasurer (Principal Accounting
Larry E. Lentych and Chief Financial Officer)
Date: ____________________________
\s\ Reverend E. William Beauchamp Director
Reverend E. William Beauchamp
Date: ____________________________
\s\ Paul R. Bowles Director
Paul R. Bowles
Date: ____________________________
\s\ Philip J. Faccenda Director
Philip J. Faccenda
Date: ____________________________
\s\ Daniel B. Fitzpatrick Director
Daniel B. Fitzpatrick
Date: ____________________________
\s\ Lawrence E. Hiler Director
Lawrence E. Hiler
Date: ____________________________
\s\ William P. Johnson Director
William P. Johnson
Date: ____________________________
\s\ Leo J. McKernan Director
Leo J. McKernan
Date: ____________________________
\s\ Rex Martin Director
Rex Martin
Date: ____________________________
\s\ Dane A. Miller Director
Dane A. Miller
Date: ____________________________
\s\ Richard J. Pfeil Director
Richard J. Pfeil
Date: ____________________________
*By: \s\ Vincent A. Tamburo
Vincent A. Tamburo
(Attorney in Fact)
Date: ____________________________
April 29, 1997
1st Source Corporation
P.O. Box 1602
South Bend, Indiana 46634
Gentlemen:
You have requested our opinion in connection with the
Registration Statement on Form S-8 (the "Registration Statement")
of 1st Source Corporation (the "Corporation"), relating to 200,000
shares of the Common Stock of the Corporation, $1.00 par value
("Common Stock"), to be issued and sold under the 1st Source
Corporation Employee Stock Purchase Plan approved by the Board of
Directors and Shareholders of the Corporation in 1997 (the "Plan").
In connection with your request, we have made such examination of
records and documents, including the prospectus to be given to
employees in connection with the Plan (the "Prospectus") and made
such investigation of law and taken such further action as we
deemed necessary or appropriate in the circumstances to enable us
to render this opinion.
Based upon such examination we are of the opinion that when
the Common Stock has been purchased and the purchase price therefor
has been paid as contemplated by the Plan as described in the
Prospectus, 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 non-assessable.
The steps to be taken which are referred to in the preceding
paragraph consist of the following:
(1) Compliance with the Securities Act of 1933, as
amended, and with the securities laws of the State of
Indiana and all other jurisdictions in which Common Stock
is to be offered pursuant to the Plan, with respect to
the Plan and the issuance and sale of the Common Stock
thereunder; and
(2) Purchase and sale of the Common Stock in
accordance with the terms and conditions set forth in the
Plan and the Prospectus, as amended from time to time.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Barnes & Thornburg
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
1st Source Corporation on Form S-8 relating to the 1st Source Corporation 1997
Employee Stock Purchase Plan of our report dated January 13, 1997 (except for
Note A, for which the date is January 21, 1997), on our audits of the consol-
idated financial statements of 1st Source Corporation and subsidiaries as of
December 31, 1996 and 1995, and for each of the three years in the period
ended December 31, 1996, which report is incorporated by reference in the
Annual Report of Form 10-K of 1st Source Corporation for the year ended
December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
South Bend, Indiana
April 29, 1997
