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)
IRWIN FINANCIAL CORPORATION
EMPLOYEES' SAVINGS PLAN
(formerly the Irwin Union 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(*)
Common Shares, 40,000 Shares $35.50 $1,420,000 $490
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. 33-32783 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 December 22,
1989, as amended by post-effective amendment No. 1 filed April 9, 1990,
for the Irwin Financial Corporation Employees' Savings Plan (the "Plan"),
Registration No. 33-32783, except as 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 (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 April 12, 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.
(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 offering 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 aciton, 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.
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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
/s/ Thomas D. Washburn Senior Vice President and Chief
Thomas D. Washburn Financial Officer (Principal
Financial Officer)
<Page 7>
/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.
IRWIN FINANCIAL CORPORATION
EMPLOYEES' SAVINGS 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
from 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
April 12, 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 40,000 common shares of the Company (the "Common
Shares") which are subject to issuance pursuant to the Irwin Financial
Corporation Employees' Savings 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 pursuant 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: 35-1286807
Date: April 12, 1988 File Folder Number: 350005457
Person to Contact: Technical Screener
Contact Telephone Number: 513-684-3957
Plan Name: Employees Savings Plan
Plan Number: 002
Irwin Union Corp
500 Washington Street
Columbus, IN 47201
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 expresses an opinion on whether the amendment(s), in
and of itself (themselves), affect(s) the continued qualified status of
the plan under Code section 401 and the exempt status of the related trust
under section 501(a). This determination should not be construed as an
opinion on the qualification of the plan as a whole and the exempt status
of the related trust as a whole.
This determination letter is applicable for the amendment(s) adopted on
December 28, 1987.
<PAGE>
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
OPWBP 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 Irwin Financial Corporation Employees' Savings 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 and 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
