<PAGE>
As filed with the Securities and Exchange Commission on
June 21, 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)
INTER-REGIONAL FINANCIAL GROUP, INC. 1986 STOCK OPTION PLAN
(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 (1) share (2) price (2) fee
- -----------------------------------------------------------------
Common Stock 1,000,000 $24.31 $24,310,000 $8,383
$.125 par shares
value)
(1) The number of shares being registered represents the number
of additional shares of the Common Stock which may be issued
pursuant to the plan in addition to shares previously registered.
(2) Estimated solely for the purpose of calculating the
registration fee, 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
June 16, 1994.
Pursuant to General Instruction E of the General Instructions to
Form S-8, this Registration Statement incorporates by reference
the registrant's Registration Statements on Form S-8 (File Nos.
33-10243 and 33-39182), including post-effective amendments
thereto.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit
Number Description
- ------- -------------------------------------------------------
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.
Inter-Regional Financial Group, Inc. (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 June 16, 1994.
INTER-REGIONAL FINANCIAL GROUP, INC.
By Daniel J. Reuss
-------------------------
Daniel J. Reuss
Senior Vice President, Corporate
Controller and Treasurer
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 June 16, 1994.
Signatures Title
*
- ----------------------- President, Chief Executive
Irving Weiser Officer and Director
(principal executive officer)
Daniel J. Reuss
- ----------------------- Senior Vice President,
Daniel J. Reuss Corporate Controller and
Treasurer
(principal financial and
accounting officer)
- ----------------------- Chairman of the Board and
Richard D. McFarland Director
*
- ----------------------- 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 Daniel J. Reuss
-------------------------------
Daniel J. Reuss, Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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
<PAGE>
EXHIBIT 5.1
[Letterhead of Dorsey & Whitney]
June 17, 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 1,000,000 shares (the "Shares") of Common Stock, par
value $.125 per share, of Inter-Regional Financial Group, Inc.
(the "Company"), which may be issued pursuant to the Company's
1986 Stock Option Plan, as amended to date (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 the Shares,
when issued and paid for in accordance with the terms of the
Plan, will be duly authorized, validly issued, fully paid and
nonassessable, provided that the purchase price is at least equal
to the par value of the Shares.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
Dorsey & Whitney
<PAGE>
EXHIBIT 23.2
Independent Auditor's 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
June 16, 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 John C.
Appel, 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 (i) a Registration Statement on Form S-8
of Inter-Regional Financial Group, Inc. (the "Company") relating
to the Company's 1986 Stock Option 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; and (ii) a New York Stock Exchange ("NYSE")
Supplemental Listing Application with respect to the additional
listing of 1,000,000 shares to be issuable under the Company's
1986 Stock Option Plan, and any and all amendments thereto, and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the NYSE; 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
- ------------------------
Irving Weiser Chief Executive
Officer and
Director
Daniel J. Reuss Senior Vice April 27, 1994
- ------------------------ President
Daniel J. Reuss
Corporate Controller
and Treasurer
Principal Financial and
Accounting Officer)
