<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------
FORM 8-A
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------------------------
Irwin Financial Corporation IFC Capital Trust III
(Exact Name of Registrant (Exact Name of Registrant
as Specified in Its Charter) as Specified in Its Charter)
Indiana Delaware
(State of Incorporation (State of Incorporation
or Organization) or Organization)
35-1286807 Applied for
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
500 Washington Street 500 Washington Street
Columbus, Indiana 47201 Columbus, Indiana 47201
(Address of (Address of
Principal Executive Offices) Principal Executive Offices)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [_]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file numbers to which this form relates:
333-44458; 333-44458-02
Securities to be Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered: Each Class is to be Registered:
-------------------- -------------------------------
None None
Securities to be Registered Pursuant to Section 12(g) of the Act:
__% Cumulative Convertible Trust Preferred Securities
(and the Guarantee with respect thereto)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
For a full description of IFC Capital Trust III's __% Cumulative
Convertible Trust Preferred Securities (the "Convertible Trust Preferred
Securities") and Irwin Financial Corporation's guarantee (the "Guarantee") being
registered hereby, reference is made to the information contained under the
captions "Description of the Convertible Preferred Securities," "Description of
the Convertible Debentures" and "Description of the Guarantees" in the
Prospectus that forms part of the Registration Statement (Registration No.
333-44458 and Registration No. 333-44458-02) filed by Irwin Financial
Corporation and IFC Capital Trust III with the Securities and Exchange
Commission (the "Commission") on August 24, 2000 under the Securities Act of
1933, as amended. The information contained in the foregoing Registration
Statement (the "Registration Statement"), and the Prospectus, are incorporated
herein by reference. Definitive copies of the Prospectus describing the
Convertible Trust Preferred Securities will be filed pursuant to Rule 424(b) or
pursuant to an amendment to the Registration Statement under the Securities Act
of 1933 and the above-referenced sections therein shall be incorporated by
reference into this registration statement on Form 8-A.
Item 2. Exhibits.
2.1 Certificate of Trust of IFC Capital Trust III (incorporated by
reference to Exhibit 4.13 to the Registration Statement.)
2.2 Trust Agreement of IFC Capital Trust III (incorporated by reference to
Exhibit 4.14 to the Registration Statement).
2.3 Form of Amended and Restated Trust Agreement of IFC Capital Trust III
(incorporated by reference to Exhibit 4.15 to the Registration
Statement).
2.4 Form of Convertible Preferred Securities Certificate of IFC Capital
Trust III (incorporated by reference to Exhibit 4.16 to the
Registration Statement which is included as Exhibit D to Exhibit 4.15
of the Registration Statement).
2.5 Form of Convertible Preferred Securities Guarantee Agreement of IFC
Capital Trust III (incorporated by reference to Exhibit 4.17 to the
Registration Statement).
2.6 Form of Indenture for Convertible Junior Subordinated Debentures
(incorporated by reference to Exhibit 4.11 to the Registration
Statement).
2.7 Form of Convertible Junior Subordinated Debenture (incorporated by
reference to Exhibit 4.12 to the Registration Statement which is
included as Exhibit A to Exhibit 4.11 to the Registration Statement).
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated August 24, 2000 IRWIN FINANCIAL CORPORATION
By: /s/ Gregory F. Ehlinger
------------------------------------
Gregory F. Ehlinger
Senior Vice President and
Chief Financial Officer
IFC CAPITAL TRUST III
By: /s/ Thomas D. Washburn
------------------------------------
Thomas D. Washburn, as Trustee
By: /s/ Jody A. Littrell
------------------------------------
Jody A. Littrell, as Trustee
By: /s/ Gregory F. Ehlinger
------------------------------------
Gregory F. Ehlinger, as Trustee
3
