DRAFT
04/23/97
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 of (IRS Employer
Incorporation or Organization) Identification No.)
500 Washington Street, Columbus, Indiana 47201
(Address of Principal Executive Offices) (Zip Code)
Irwin Financial Corporation 1997 Stock Option Plan
(Full Title of the Plan)
Matthew F. Souza
Irwin Financial Corporation
500 Washington Street
P.O. Box 929
Columbus, IN 47201
(Name and Address of Agent For Service)
812-376-1934
(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 Offering Registration
Registered Registered Per Share* Price* Fee
- -----------------------------------------------------------------------
Common Shares 700,000 $26.75 $18,725,000 $5,674.24
no par value Shares
=======================================================================
*The registration fee has been calculated pursuant to Rule 457(c)
and (h) based upon the average of the high and low prices for the
Common Shares on April 28, 1997.
The index to Exhibits is located at page 7 in the sequential
number system.
TOTAL PAGES 10
XXX Page 1 XXX
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 hereto fore filed with the Commission
pursuant to the Securities Act of 1934, as amended (the "Exchange
Act"), is incorporated herein by reference:
(a) The registrant's Annual Report on Form 10-K for the year
ended December 31, 1996, File No. 0-7834.
(b) 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 pursuant to Sections 13(a),
13(c), 14(d) and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-
effective amendment indicating that all of the securities offered
hereby have been sold or deregistering all such 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.
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) or 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 believer 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
XXXPage 2XXX
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.
Reference is made to Section 9.05 of Article IX of the Amended
Articles of Incorporation of Irwin Financial Corporation
concerning indemnification of directors and officers.
Irwin Financial Corporation has obtained directors' and officers'
liability insurance, the effect of which is to indemnify the
directors and officers of Irwin Financial Corporation 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.
Item 8. Exhibits.
See Index to Exhibits.
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 1(i) and 1(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
XXXPage 3XXX
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 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 of controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer of 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.
XXXPage 4XXX
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 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 Columbus, State of Indiana, on April 29, 1997.
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 or her true and lawful attorneys-in-fact
and agents 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 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 or she might or could do in person, hereby rectifying 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, this
registration statement has been signed by the following persons
on the dates and in the capacities indicated:
Capacity with
Signature Registrant Date
/s/ Sally A. Dean Director
- ----------------- April 29, 1997
Sally A. Dean
/s/ David W. Goodrich Director April 29, 1997
- ---------------------
David W. Goodrich
/s/ John T. Hackett Director April 29, 1997
- -------------------
John T. Hackett
/s/ William H. Kling Director April 29, 1997
- --------------------
William H. Kling
/s/ Brenda J. Lauderback Director April 29, 1997
- ------------------------
Brenda J. Lauderback
/s/ John C. McGinty, Jr. Director April 29, 1997
- ------------------------
John C. McGinty, Jr.
/s/ Irwin Miller Director April 29, 1997
- ----------------
Irwin Miller
/s/ William I. Miller Director, Chairman April 29, 1997
- --------------------- of the Board
William I. Miller (Principal Executive
Officer)
/s/ John A. Nash Director, Chairman April 29, 1997
- ---------------- of the Executive
John A. Nash Committee
/s/ Lance R. Odden Director April 29, 1997
- ------------------
Lance R. Odden
/s/ James T. Sakai Director April 29, 1997
- ------------------
James T. Sakai
/s/ Theodore M. Solso Director April 29, 1997
- ---------------------
Theodore M. Solso
/s/ Thomas D. Washburn Senior Vice April 29, 1997
- ---------------------- President and Chief
Thomas D. Washburn Financial Officer
/s/ Marie C. Strack Vice President and April 29, 1997
- ------------------- Controller
Marie C. Strack (Principal
Accounting Officer)
XXXPage 6XXX
IRWIN FINANCIAL CORPORATION
Registration Statement
on
Form S-8
INDEX TO EXHIBITS
Exhibit Page Number
Number in Sequential
Assigned in Description of Exhibit Numbering
Regulation System
S-K
Item 601
(4) 4.01 Specimen certificate for Common
Shares (Incorporated by
reference to Exhibit 4(a) to the
registrant's Annual Report on
Form 10-K for the year ended
December 31, 1994 (File No. 0-
6835).
4.02 Certain instruments defining the
rights of the holders of long-
term debt of the registrant and
certain of its subsidiaries,
none of which authorize a total
amount of indebtedness in excess
of 10% of the total assets of
the registrant and its
subsidiaries on a consolidated
basis, have not been filed as
Exhibits. The registrant hereby
agrees to furnish a copy of any
of these agreements to the
Commission upon request.
(5) 5.01 Opinion of Ice Miller Donadio & 8
Ryan
(15) No exhibit.
(24) 24.01 Consent of Ice Miller Donadio &
Ryan (Included as a part of
Exhibit 5.01)
24.02 Consent of Coopers & Lybrand 10
(25) 25.01 Power of Attorney (see Signature
Page)
(28) No exhibit.
(29) No exhibit.
XXXPage 7XXX
ICE MILLER DONADIO & RYAN
April 30, 1997
Board of Directors
Irwin Financial Corporation
500 Washington Street
Columbus, Indiana 47202
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 700,000 common shares of the Company (the "Common
Shares") which are subject to issuance pursuant to the Irwin
Financial Corporation 1997 Stock Option 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 have also 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 Amended Articles of Incorporation, together
with all amendments thereto, certified by the Secretary of State
of Indiana on April 23, 1997 to be a true and complete copy
thereof;
2. A Certificate of Existence dated April 22, 1997 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 Common Shares adopted
by the Company's Board of Directors and shareholders (the
Resolutions);
XXXPage 8XXX
5. A specimen certificate representing the Common Shares;
6. The Registration Statement; and
7. The Plan.
We have also 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 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 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,
ICE MILLER DONADIO & RYAN
/s/ Ice Miller Donadio & Ryan
- -----------------------------
XXXPage 9XXX
Coopers Coopers & Lybrand L.L.P.
& Lybrand
a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 for the Irwin Financial Corporation 1997
Stock Option Plan of our report dated January 17, 1997 on our
audits of the consolidated financial statements of Irwin
Financial Corporation as of December 31, 1996 and 1995 and for
each of the three years in the period ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
- ----------------------------
Indianapolis, Indiana
April 30, 1997
XXXPage 10XXX
