<PAGE>
As filed with the Securities and Exchange Commission
on August 4, 1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INTER-REGIONAL FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
41-1228350
(I.R.S. Employer Identification No.)
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
(Address of Principal Executive Offices and Zip Code)
INTER-REGIONAL FINANCIAL GROUP, INC.
RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
Carla J. Smith, Esq.
Senior Vice President, General Counsel and Secretary
Inter-Regional Financial Group, Inc.
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
(Name and address of agent for service)
(612) 371-7858
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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 100,000 $20.125 $2,012,500 $694
(1) Estimated solely for the purpose of calculating the
registration fee, pursuant to Rule 457(c) based upon the average
of the high and low prices of the Common Stock as reported on the
Consolidated Transaction Reporting System of the New York Stock
Exchange on August 1, 1994.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Inter-
Regional Financial Group, Inc. (the "Company") with the
Securities and Exchange Commission, are incorporated by reference
in this Registration Statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993.
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") since December 31, 1993.
(c) The description of the Company's Common Stock
contained in any Registration Statement filed under the Exchange
Act, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the
date hereof and 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 to be incorporated by reference herein and to be a part
hereof from the respective dates of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, as
amended, provides that, under certain circumstances, a
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or
she is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity
in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
Article SEVENTH of the Company's Certificate of Incorporation, as
amended, provides, in effect, that persons serving as officers
and directors of a corporation at the request of the Company
shall be entitled to be indemnified by the Company to the extent
permitted by Section 145 of the Delaware General Corporation Law,
as amended.
The Company has purchased directors' and officers' liability
insurance, including a Company reimbursement policy. Subject to
the policy conditions, the insurance provides coverage for
amounts payable by the Company to its directors and officers
pursuant to the Company's charter documents. In addition, the
Company has entered into indemnification agreements with its
directors and executive officers contractually obligating the
Company to, among other things, maintain the same level of such
insurance coverage as was being provided at the time of execution
of such agreements.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
Exhibit
Number Description
- ------- ------------------
4.1 Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3(a) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1988, File No. 0-7817).
4.2 Bylaws of the Company, as amended (incorporated by
reference to Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the year ended December 31,
1989, File No. 0-7817).
5.1 Opinion of Dorsey & Whitney.
23.1 Consent of Dorsey & Whitney (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick.
24.1 Power of Attorney
Item 9. UNDERTAKINGS.
A. Post-Effective Amendments.
The Company 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 subparagraphs (i) and (ii) above will not
apply if the information required to be included in a post-
effective amendment by those subparagraphs is contained in
periodic reports filed by the Company 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. Subsequent Documents Incorporated by Reference.
The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of
the Company'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 that time shall be deemed to be the initial
bona fide offering thereof.
C. Claims for Indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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.
<PAGE>
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 Minneapolis, State of Minnesota, on August 3, 1994.
INTER-REGIONAL FINANCIAL GROUP, INC.
By Carla J. Smith
-------------------------------
Carla J. Smith
Senior Vice President, General
Counsel and Secretary
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 August 3, 1994.
Signatures Title
- ---------- -----
* President, Chief Executive
- ------------------------ Officer and Director
Irving Weiser (principal executive officer)
* Senior Vice President,
- ------------------------ Corporate Controller and
Daniel J. Reuss Treasurer (principal financial
accounting officer)
* Chairman of the Board and
- ------------------------ Director
Richard D. McFarland
* Director
- ------------------------
F. Gregory Fitz-Gerald
* Director
- ------------------------
Susan S. Boren
* Director
- ------------------------
Lawrence Perlman
* Director
- ------------------------
David A. Smith
* Director
- ------------------------
Arthur R. Schulze, Jr.
* Director
- ------------------------
C. A. Rundell, Jr.
* Director
- ------------------------
Robert L. Ryan
* By Carla J. Smith
-----------------------------
Carla J. Smith, Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- ----
4.1 Certificate of Incorporation of the
Company, as amended (incorporated by
reference to Exhibit 3(a) to the Company's
Annual Report on Form 10-K for the year
ended December 31, 1988, File No. 0-7817).
4.2 Bylaws of the Company, as amended
(incorporated by reference to Exhibit 3(b)
to the Company's Annual Report on Form 10-K
for the year ended December 31, 1989, File
No. 0-7817).
5.1 Opinion of Dorsey & Whitney 11
23.1 Consent of Dorsey & Whitney 11
(included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick 12
24.1 Power of Attorney 13
<PAGE>
EXHIBIT 5.1
[Letterhead of Dorsey & Whitney]
August 4, 1994
Inter-Regional Financial Group, Inc.
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
Ladies and Gentlemen:
Reference is made to the Registration Statement (the
"Registration Statement") on Form S-8 that you intend to file
with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, for the purpose of
registering 100,000 shares (the "Shares") of the Common Stock,
par value $.125 per share, of Inter-Regional Financial Group,
Inc. (the "Company"), which may be issued pursuant to the
Company's Restricted Stock Plan for Non-Employee Directors (the
"Plan"). We have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate
for the purposes of this opinion.
Based on the foregoing, we are of the opinion that, assuming that
the purchase price for the Shares is at least equal to the par
value of the Shares, when issued and paid for in accordance with
the terms of the Plan, the Shares that will be originally issued
in connection therewith will be duly authorized, validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
Dorsey & Whitney
- -------------------------
Dorsey & Whitney
RAR
<PAGE>
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors
Inter-Regional Financial Group, Inc.:
We consent to the use of our report incorporated herein by
reference in the Registration Statement.
KPMG Peat Marwick
----------------------
KPMG Peat Marwick
Minneapolis, Minnesota
August 4, 1994
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Irving
Weiser, Daniel J. Reuss and Carla J. Smith, and each of them, his
or her true and lawful attorneys-in-fact and agents, each acting
alone, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and
all capacities, to sign a Registration Statement on Form S-8 of
Inter-Regional Financial Group, Inc. (the "Company") relating to
the Company's Non-Employee Director Restricted Stock Plan, and
any and all amendments thereto, including post-effective
amendments, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission; granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and
perform to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or the
substitutes for such attorneys-in-fact and agents, may lawfully
do or cause to be done by virtue hereof.
Signature Title Date
- --------- ----- ----
Susan S. Boren Director April 27, 1994
- ----------------------
Susan S. Boren
F. Gregory Fitz-Gerald Director April 27, 1994
- ----------------------
F. Gregory Fitz-Gerald
Richard D. McFarland Chairman and April 27, 1994
- ---------------------- Director
Richard D. McFarland
- ---------------------- Director , 1994
Lawrence Perlman
C.A. Rundell Director April 27, 1994
- ----------------------
C.A. Rundell
Robert L. Ryan Director April 27, 1994
- ----------------------
Robert L. Ryan
Arthur R. Schulze, Jr. Director April 27, 1994
- ----------------------
Arthur R. Schulze, Jr.
David A. Smith Director April 27, 1994
- ----------------------
David A. Smith
Irving Weiser President, April 27, 1994
- ---------------------- Chief Executive
Irving Weiser Officer and
Director
Daniel J. Reuss Senior Vice April 27, 1994
- ---------------------- President,
Daniel J. Reuss Corporate
Controller and
Treasurer (Principal
Financial and
Accounting Officer)
