Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IRWIN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 35-1286807
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 Washington Street
Columbus, Indiana 47201
(Address of principal executive offices)
INLAND MORTGAGE CORPORATION
RETIREMENT AND PROFIT SHARING PLAN
(formerly the Inland Mortgage Corporation
Employees' Savings Plan)
(Full title of the plan)
Matthew F. Souza
Irwin Financial Corporation
500 Washington Street
Columbus, Indiana 47201
(Name and address of agent for service)
(812) 376-1020
(Telephone number, including area code, of agent for service)
Copies to:
Stephen J. Hackman
Ice Miller Donadio & Ryan
One American Square, Box 82001
Indianapolis, Indiana 46282
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registra-
Registered Registered(1) Per Share(*) Price(*) tion Fee(*)
200,000 Shares $35.50 $7,100,000 $2,448
Common Shares,
without par value
(*) The registration fee has been calculated pursuant to Rule 457(c) and (h)
based upon the average of the high and low sale prices for the Common Shares
on September 8, 1995.
(1) These are additional shares of the same class, to
be offered pursuant to the same employee benefit plan as those registered
pursuant to Registration No. 33-25931 and this registration statement was
prepared in accordance with General Instruction E of Form S-8.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
In addition, pursuant to Rule 416(a), the Common Shares registered pursuant
to this registration statement shall be adjusted to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
The Index to Exhibits is located at page 9 in the sequential numbering system.
Total pages: 14
<page 2>
FORM S-8
Registration Statement under
The Securities Act of 1933
IRWIN FINANCIAL CORPORATION
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following information heretofore filed with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is
incorporated herein by reference:
(a) The contents of the Registration Statement filed on November 29, 1988 for
the Inland Mortgage Corporation Retirement and Profit Sharing Plan (the
"Plan"), Registration No. 33-25931, except as otherwise amended, modified or
supplemented herein.
(b) The registrant's latest Annual Report on Form 10-K for the year ended
December 31, 1994 and the latest annual report of the Plan on Form 11-K for
the year ended December 31, 1994, File No. 0-6835.
(c) All other reports filed by the Registrant or the Plan pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the documents referred to in (b) above.
(d) The information set forth under the caption "Description of Common
Shares" in the registrant's Registration Statement on Form 10 filed pursuant
to Section 12(g) of the Exchange Act (Registration No. 0-6835).
All documents filed by the registrant and the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement, and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities 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.
<page 3>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Indiana Business Corporation Law ("BCL") provides that a corporation may
indemnify against liability (including amounts paid in settlement) of a
person made a party to a proceeding because of the person's service as a
director, officer, employee or agent of the corporation if a determination
is made by the board of directors, a committee thereof, legal counsel or the
shareholders that the person acted in good faith and reasonably believed
(in the case of action taken in the person's official capacity with the
corporation) that his or her conduct was in the corporation's best interests
or (in all other cases) at least not opposed to its best interests; and,
in the case of any criminal proceeding, the person had reasonable cause to
believe his or her conduct was lawful or no reasonable cause to believe
it was unlawful. Directors, officers, employees and agents must be
indemnified against reasonable expenses incurred in a proceeding if
the person is wholly successful, on the merits or otherwise, in the
defense of the proceeding. The BCL provides that it is not exclusive of
other rights of indemnification that a person may have under the articles
of incorporation, bylaws, resolution of the board of directors or
shareholders or other authorization of the shareholders, and permits
the corporation to purchase insurance on behalf of directors, officers,
employees and agents against liability asserted against them in those
capacities.
The registrant's Amended Articles of Incorporation provide for
indemnification as a matter of right to any director, officer or employee of
the registrant who has been successful on the merits of a claim against him,
and for indemnification under certain other circumstances where allowed,
by the action of disinterested members of the Board of Directors.
The registrant has obtained directors' and officers' liability insurance,
the effect of which is to indemnify the directors and officers of the
registrant and its subsidiaries against certain losses caused by an error,
misstatement or misleading statement, wrongful act, omission, neglect or
breach of duty by them or any matter claimed against them in their
capacities as directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
<Page 4>
Item 8. Exhibits.
See Index to Exhibits.
The undersigned registrant has received a favorable IRS Determination letter
dated December 1, 1988, for the Plan from the Internal Revenue Service
("IRS") and has amended the Plan subsequent thereto. The undersigned hereby
undertakes to submit any amendments to the Plan to the IRS in a timely manner
and has made or will make any changes required by the IRS in order to
qualify the Plan.
Item 9. Undertakings.
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;
(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 l(i) and l(ii) shall 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 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.
<page 5>
(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 each
filing of the Plan's annual report 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
offer thereof.
(5) 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.
<Page 6>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Columbus,
State of Indiana, on August 29, 1995.
IRWIN FINANCIAL CORPORATION
By: /s/ William I. Miller
William I. Miller, Chairman of
the Board
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints William I. Miller, John A. Nash and
Matthew F. Souza, and each or any of them (with full power to act alone),
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto those attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that those attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed on August 29, 1995 by the following
persons in the capacities indicated:
/s/ William I. Miller Chairman of the Board of Directors
William I. Miller and Director (Principal Executive
Officer)
/s/ John A. Nash President, Chairman of Executive
John A. Nash Committee and Director
<Page 7>
/s/ Thomas D. Washburn Senior Vice President and Chief
Thomas D. Washburn Financial Officer (Principal
Financial Officer)
/s/ Marie C. Strack Vice President and Controller
Marie C. Strack (Principal Accounting Officer)
/s/ Sally A. Dean Director
Sally A. Dean
/s/ David W. Goodrich Director
David W. Goodrich
/s/ John T. Hackett Director
John T. Hackett
/s/ William H. Kling Director
William H. Kling
/s/ John C. McGinty, Jr. Director
John C. McGinty, Jr.
Director
Irwin Miller
/s/ Lance R. Odden Director
Lance R. Odden
/s/ James T. Sakai Director
James T. Sakai
/s/ Theodore M. Solso Director
Theodore M. Solso
<Page 8>
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Plan has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Columbus, State of Indiana on the 29th day of August, 1995.
INLAND MORTGAGE CORPORATION
RETIREMENT AND PROFIT SHARING
PLAN BY IRWIN UNION BANK AND
TRUST COMPANY, TRUSTEE
By: /s/ David L. Fisher
David L. Fisher, Senior Vice President - Trust Services
<Page 9>
IRWIN FINANCIAL CORPORATION
Registration Statement
on
Form S-8
INDEX TO EXHIBITS
Exhibit Number
Assigned in Page Number
Regulation S-K in Sequential
Item 601 Description of Exhibit Numbering System
(4) 4.1 Specimen certificate for Common Shares.
(Incorporated by reference
to Exhibit 4(a) to
Form 10-K Report for year ended
December 31, 1991, File No. 0-6835).
(5) 5.1 Opinion of Ice Miller Donadio & Ryan.
5.2 IRS determination letter dated
December 1, 1988.
(15) No exhibit.
(23) 23.1 Consent of Ice Miller Donadio & Ryan
(Included as a part of Exhibit 5.1).
23.2 Consent of Coopers & Lybrand.
(24) 24.1 Power of Attorney (see Signature Page).
(28) No exhibit.
(99) No exhibit.
<PAGE>
Exhibit 5.1
September 11, 1995
Board of Directors
Irwin Financial Corporation
500 Washington Street
Columbus, Indiana 47201
Ladies and Gentlemen:
We have acted as counsel to Irwin Financial Corporation, an Indiana
corporation (the "Company"), in connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement") with
the Securities and Exchange Commission (the "Commission") for the purposes
of registering under the Securities Act of 1933, as amended (the "Securities
Act"), an aggregate of 200,000 common shares of the Company (the "Common
Shares") which are subject to issuance pursuant to the Inland Mortgage
Corporation Retirement and Profit Sharing Plan (the "Plan").
In connection therewith, we have investigated those questions of law we
have deemed necessary or appropriate for purposes of this opinion. We
also have examined originals, or copies certified or otherwise identified to
our satisfaction, of those documents, corporate and other records,
certificates and other papers that we deemed necessary to examine for
the purpose of this opinion, including:
1. the Company's Articles of Incorporation, together with all amendments
thereto, certified by the Secretary of State of Indiana on August 9, 1995
to be a true and complete copy thereof;
2. a Certificate of Existence dated August 8, 1995 from the Secretary of
State of Indiana relating to the Company;
3. the Bylaws of the Company as amended to date;
4. resolutions relating to the Plan and the Common Shares adopted by
the Company's Board of Directors (the "Resolutions");
5. a specimen certificate representing the Common Shares;
<PAGE>
Board of Directors
Irwin Financial Corporation
September 11, 1995
Page Two
6. the Registration Statement; and
7. the Plan.
We also have relied, without investigation as to the accuracy thereof, on
other certificates of and oral and written communication from public
officials and officers of the Company.
For purposes of this opinion, we have assumed (i) the authenticity of all
documents submitted to us as originals and the conformity to authentic
originals of all documents submitted to us as certified or other copies;
(ii) that the Common Shares will be issued pursuant to the terms of the
Registration Statement and the Plan; (iii) that the Resolutions will not
be amended, altered or superseded before the issuance of the Common Shares;
and (iv) that no changes will occur in the applicable law or the pertinent
facts before the issuance of the Common Shares.
Based upon the foregoing and subject to the qualifications set forth in this
letter, we are of the opinion that the Company's Common Shares to be
originally issued pursuant to the terms of the Plan are validly authorized
and, when (a) the pertinent provisions of the Securities Act and all
relevant state securities laws have been complied with and (b) the Common
Shares have been delivered against payment therefor as contemplated by
the Registration Statement and the Plan, the Common Shares that are
originally issued purusant to the terms of the Plan will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that
we are within the category of persons whose consent is required under
Section 7 of the Securities Act or under the rules and regulations of
the Commission relating thereto.
Very truly yours,
/s/ Ice Miller Donadio & Ryan
<PAGE>
EXHIBIT 5.2
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
P.O. Box 2508 DEPARTMENT OF TREASURY
Cincinnati, Ohio 45201
Employer Identification Number: 35-1500627
Date: December 1, 1988 File Folder Number: 350005457
Person to Contact: Catherine Waite
Contact Telephone Number: 513-684-2337
Plan Name: Inland Mortgage Corporation
Employees Savings Plan
Plan Number: 002
Inland Mortgage Corporation
P.O. Box 40616
Indianapolis, IN 46240
Dear Applicant:
Based on the information supplied, we have made a favorable
determination on your application identified above. Please keep this
letter in your permanent records.
Continued qualification of the plan will depend on its effect in operation
under its present form. (See section 1.401(b)(3) of the Income Tax
Regulations). The status of the plan in operation will be reviewed
periodically.
The enclosed document describes the impact of Notice 86-13 and some events
that could occur after you receive this letter that would automatically
nullify it without specific notice from us. The document also explains
how operation of the plan may affect a favorable determination letter,
and contains information about filing requirements.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other
Federal or local statutes.
This determination letter is applicable for the amendment(s) adopted
on May 19, 1988.
<PAGE>
This determination letter is applicable for the plan adopted on
October 21, 1987.
If you have any questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ H.M. Browning
Harold M. Browning
District Director
Enclosures:
Publication 794
PWBA 515
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 for the Inland Mortgage Corporation Retirement and Profit Sharing
Plan of our report dated January 19, 1995 on our audits of the consolidated
financial statements of Irwin Financial Corporation as of December 31, 1994
1993 and for each of the three years in the period ended December 31, 1994.
/s/ Coopers & Lybrand L.L.P.
Indianapolis, Indiana
September 12, 1995
