As filed with the Securities and Exchange Commission on July 19, 2000
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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 UNION BANK AND TRUST COMPANY
BUSINESS DEVELOPMENT BOARD COMPENSATION PROGRAM
(Full Title of the Plan)
ELLEN Z. MUFSON
IRWIN FINANCIAL CORPORATION
500 WASHINGTON STREET
P.O. BOX 929
COLUMBUS, IN 47201
(Name and Address of Agent For Service)
812-376-1020
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered be Registered Offering Price Per Share(1) Aggregate Offering Price(1) Registration Fee
-------------------- ------------- --------------------------- --------------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, no 300,000
par value Shares $14.66 $4,398,000 $1161
==================== ============== =========================== =========================== ================
(1) The registration fee has been calculated pursuant to Rule 457(c) and (h)
under the Securities Act of 1933 based upon the average of the high and low
prices for the Common Stock as reported by the Nasdaq National Market on
July 12, 2000.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by this section will be
given to those persons who participate in the Irwin Union Bank and Trust Company
Business Development Board Compensation Program, all of whom are members of the
local business development boards of Irwin Union Bank and Trust Company. Such
documents are not required to be filed with the Commission as a part of the
Registration Statement or as an Exhibit.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
("Commission") pursuant to the Securities Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference:
(a) The registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, File No. 0-6835.
(b) The registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, as amended by Form 10-Q/A filed with the Commission on
May 16, 2000, File No. 0-6835.
(c) The registrant's Current Report on Form 8-K dated February 8, 2000,
File No. 0-6835.
(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 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 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 such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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 ("IBCL"), the provisions of which
govern the Registrant, empowers an Indiana corporation to indemnify present and
former directors, officers, employees, or agents or any person who may have
served at the request of the corporation as a director, officer, employee, or
agent of another corporation ("Eligible Persons") against liability incurred in
any proceeding, civil or criminal, in which the Eligible Person is made a party
by reason of being or having been in any such capacity, or arising out of his
status as such, if the individual acted in good faith and
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reasonably believed that (a) the individual was acting in the best interests of
the corporation, or (b) if the challenged action was taken other than in the
individual's official capacity as an officer, director, employee or agent, the
individual's conduct was at least not opposed to the corporation's best
interests, or (c) if in a criminal proceeding, either the individual had
reasonable cause to believe his conduct was lawful or no reasonable cause to
believe his conduct was unlawful.
The IBCL further empowers a corporation to pay or reimburse the reasonable
expenses incurred by an Eligible Person in connection with the defense of any
such claim, including counsel fees; and, unless limited by its Articles of
Incorporation, the corporation is required to indemnify an Eligible Person
against reasonable expenses if he is wholly successful in any such proceeding,
on the merits or otherwise. Under certain circumstances, a corporation may pay
or reimburse an Eligible Person for reasonable expenses prior to final
disposition of the matter. Unless a corporation's articles of incorporation
otherwise provide, an Eligible Person may apply for indemnification to a court
which may order indemnification upon a determination that the Eligible Person is
entitled to mandatory indemnification for reasonable expenses or that the
Eligible Person is fairly and reasonably entitled to indemnification in view of
all the relevant circumstances without regard to whether his actions satisfied
the appropriate standard of conduct.
Before a corporation may indemnify any Eligible Person against liability or
reasonable expenses under the IBCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the specific circumstances because the Eligible Person met the requisite
standard of conduct, (2) authorize the corporation to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification is sought. If it is not possible to obtain a quorum of
uninvolved directors, the foregoing action may be taken by a committee of two or
more directors who are not parties to the proceeding, special legal counsel
selected by the Board or such a committee, or by the shareholders of the
corporation.
In addition to the foregoing, the IBCL states that the indemnification it
provides shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any provision of the articles of incorporation
or bylaws, resolution of the board of directors or shareholders, or any other
authorization adopted after notice by a majority vote of all the voting shares
then issued and outstanding. The IBCL also empowers an Indiana corporation to
purchase and maintain insurance on behalf of any Eligible Person against any
liability asserted against or incurred by him in any capacity as such, or
arising out of his status as such, whether or not the corporation would have had
the power to indemnify him against such liability.
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 purchased $5 million in 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 errors,
misstatement or misleading statements, wrongful acts, omissions, neglect or
breach of duty by them or similar matters claimed against them in their
capacities as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE>
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation, as amended. (Incorporated by reference to
Exhibit 3(b) to Form 10-K report for the year ended December 31, 1999,
File No. 0-6835).
4.2 Code of By-laws as amended to date. (Incorporated by reference to
Exhibit 3(ii)3(a) to Form 10-K report for the year ended December 31,
1997, File No. 0-6835).
5.1 Opinion of Vedder, Price, Kaufman & Kammholz regarding the legality of
any original issuance of Common Stock.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in Exhibit
5.1).
24.1 Power of Attorney (included on the Signature Pages of the Registration
Statement).
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 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.
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(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.
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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 June 30, 2000.
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:
SIGNATURE TITLE DATE
---------------------- ----------------- ------------------
/s/Sally A. Dean Director June 30, 2000
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Sally A. Dean
/s/David W. Goodrich Director June 30, 2000
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David W. Goodrich
/s/John T. Hackett Director June 30, 2000
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John T. Hackett
/s/William H. Kling Director June 30, 2000
----------------------
William H. Kling
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SIGNATURE TITLE DATE
------------------------- ------------------ -------------------
/s/Brenda J. Lauderback Director June 30, 2000
-------------------------
Brenda J. Lauderback
/s/John C. McGinty, Jr. Director June 30, 2000
-------------------------
John C. McGinty, Jr.
/s/William I. Miller Director, Chairman of the Board June 30, 2000
------------------------- (Principal Executive Officer)
William I. Miller
/s/John A. Nash Director, President and Chairman June 30, 2000
------------------------- of the Executive Committee
John A. Nash
/s/Lance R. Odden Director June 30, 2000
-------------------------
Lance R. Odden
/s/Theodore M. Solso Director June 30, 2000
-------------------------
Theodore M. Solso
/s/Gregory F. Ehlinger Senior Vice President June 30, 2000
------------------------- (Principal Financial Officer)
Gregory F. Ehlinger
/s/Jody A. Littrell Vice President and Controller June 30, 2000
------------------------- (Principal Accounting Officer)
Jody A. Littrell
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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4.1 Articles of Incorporation, as amended. (Incorporated by reference to
Exhibit 3(b) to Form 10-K report for the year ended December 31, 1999,
File No. 0-6835).
4.2 Code of By-laws as amended to date. (Incorporated by reference to
Exhibit 3(ii)3(a) to Form 10-K report for the year ended December 31,
1997, File No. 0-6835).
5.1 Opinion of Vedder, Price, Kaufman & Kammholz regarding the legality of
any original issuance of Common Stock.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in Exhibit
5.1).
24.1 Power of Attorney (included on the Signature Pages of the Registration
Statement).
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