SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMBANC CORP.
(Exact name of registrant as specified in its charter)
Indiana 35-1525227
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
302 Main Street, Box 430
Vincennes, Indiana 47591
(Address of Principal Executive Offices)
AMBANC CORP. DIRECTOR STOCK GRANT PLAN
(Full title of the plan)
Robert G. Watson, President
AMBANC Corp.
302 Main Street
Vincennes, Indiana 47591
(Name and address of agent for service)
(812) 882-3050
(Telephone number, including area code,
of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered* share** price** fee
<S> <C> <C> <C> <C>
Common Stock 15,000 shares $30.00 $450,000 $155.18
(par value
$10.00 per
share)
</TABLE>
* Plus an indeterminate number of additional shares
which may be offered and issued to prevent
dilution resulting from stock splits, stock
dividends or similar transactions.
<PAGE>
<PAGE>2
** Estimated pursuant to Rule 457(h)(1) of the
General Rules and Regulations under the Securities
Act of 1933 for the purpose of computing the
registration fee, based on the average of the high
and low prices of the securities being registered
hereby as reported on the NASDAQ Small Cap market
on April 19, 1996.
<PAGE>
<PAGE>3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the
Securities and Exchange Commission are hereby
incorporated by reference herein:
a. Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
b. [No Quarterly Reports on Form 10-Q have been
filed since the filing of the Form 10-K.]
c. The description of the Registrant's
securities contained in the Current Report on
Form 8-K, dated October 7, 1982, which
incorporates by reference such description
included in the Registrant's Registration
Statement on Form S-14 (File No. 2-77796),
which S-14 description also is incorporated
herein by reference. On October 1, 1982, the
Registrant became the successor issuer of The
American National Bank of Vincennes, which
had previously registered its common stock
with the Office of the Comptroller of the
Currency under Section 12(g) of the
Securities Exchange Act of 1934. The filing
of the Form 8-K dated October 7, 1982,
completed the registration of the
Registrant's Common Shares under the
Securities Exchange Act of 1934.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, 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 such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE>
<PAGE>4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Indiana Business Corporation Law and
Article IV of the Registrant's Restated Bylaws, the
Registrant's officers, directors, and employees are
entitled to indemnification against all liability and
expense with respect to any civil or criminal claim,
action, suit or proceeding in which they are wholly
successful. If they are not wholly successful and even
if they are adjudged liable or guilty, they are
entitled to indemnification if it is determined, with
respect to a civil action, by disinterested directors,
a special legal counsel, or a majority vote of the
shares of the Registrant's voting stock held by
disinterested shareholders, that they acted in good
faith in what they reasonably believed to be the best
interests of the Registrant. With respect to any
criminal action, it must also be determined that they
had no reasonable cause to believe their conduct
unlawful.
Under the Indiana Business Corporation Law, a
director of the Registrant cannot be held liable for
actions that do not constitute wilful misconduct or
recklessness. In addition, the Articles of
Incorporation of the Registrant provide that directors
of the Registrant shall be immune from personal
liability for any action taken as a director, or any
failure to take any action, to the fullest extent
permitted by the applicable provisions of the Indiana
Business Corporation Law from time to time in effect
and by general principles of corporate law. In
addition, a director of the Registrant against whom a
shareholder's derivative suit has been filed cannot be
held liable if a committee of disinterested directors
of the Registrant, after a good faith investigation,
determines either that the shareholder has no right or
remedy or that pursuit of that right or remedy will not
serve the best interests of the Registrant.
In addition, officers and directors of the
Registrant are entitled to indemnification under an
insurance policy of the Registrant for expenditures
incurred by them in connection with certain acts in
their capacities as such, and providing reimbursement
to the Registrant for expenditures in indemnifying such
directors and officers for such acts. The maximum
aggregate coverage for the Registrant and insured
individuals is $5,000,000 per policy year, with the
policies subject to self-retention and deductible
provisions.
<PAGE>
<PAGE>5
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
3.1 Articles V through X of the
Restated Articles of
Incorporation of the
Registrant. The designated
Articles filed as part of
Exhibit 3.1 to the
Registration Statement under
the Securities Act of 1933 on
Form S-4 by the Registrant on
January 22, 1993 (No.
33-57296), are incorporated by
reference in this Registration
Statement.
3.2 Articles I, II, VIII, and X of
the Restated Bylaws of the
Registrant. The designated
Articles filed as part of
Exhibit 3.1 to the
Registration Statement under
the Securities Act of 1933 on
Form S-4 by the Registrant on
January 22, 1993 (No.
33-57296), are incorporated by
reference in this Registration
Statement.
23 Consent of Deloitte & Touche
LLP
24 Power of Attorney (included on
signature page)
ITEM 9. UNDERTAKINGS.
a. 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 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.
<PAGE>
<PAGE>6
(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.
b. The undersigned registrant hereby undertakes
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.
c. The undersigned registrant hereby undertakes
to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security
holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim
financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide
such interim financial information.
d. 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
<PAGE>
<PAGE>7
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>
<PAGE>8
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 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 Vincennes, State of Indiana, on April 19, 1996.
AMBANC CORP.
By /s/ Robert G. Watson
Robert G. Watson,
Chairman of the Board,
President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints Robert G. Watson and
Richard E. Welling, and each of them, 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 (including post-effective
amendments) to this Registration Statement on Form S-8
and to file the same, with all exhibits thereto and
other documents in connection therewith, with the
Securities and Exchange Commission under the Securities
Act of 1933.
Pursuant to the requirements of the Securities
Exchange Act of 1933, this registration statement has
been signed below by the following persons on April 19,
1996.
Name and Signature Title
/s/ Robert G. Watson Chairman of the Board,
Robert G. Watson President and Chief
Executive Officer
<PAGE>
<PAGE>9
/s/ Richard E. Welling Secretary, Treasurer
Richard E. Welling and Chief Financial
Officer
/s/ Glen G. Apple Director
Glen G. Apple
/s/ Christina M. Ernst Director
Christina M. Ernst
/s/ Paul E. Brocksmith Director
Paul E. Brocksmith
/s/ Robert D. Green Director
Robert D. Green
/s/ Rolland L. Helmling Director
Rolland L. Helmling
/s/ Gerry M. Hippensteel Director
Gerry M. Hippensteel
/s/ Rebecca Allen Kaley Director
Rebecca Allen Kaley
/s/ Owen M. Landrith Director
Owen M. Landrith
/s/ Bernard G. Niehaus Director
Bernard G. Niehaus
/s/ Robert E. Seed Director
Robert E. Seed
/s/ John A. Stachura, Jr. Director
John A. Stachura, Jr.
/s/ Phillip M. Summers Director
Phillip M. Summers
/s/ Frank J. Weber Director
Frank J. Weber
/s/ Howard R. Wright Director
Howard R. Wright
<PAGE>
<PAGE>10
EXHIBIT INDEX
Exhibit No. Description Page No.
3.1 Articles V through X of the N/A
Restated Articles of
Incorporation of the
Registrant. The designated
Articles filed as part of
Exhibit 3.1 to the
Registration Statement under
the Securities Act of 1933
on Form S-4 by the Registrant
on January 22, 1993 (No.
33-57296), are incorporated
by reference in this
Registration Statement.
3.2 Articles I, II, VIII, and X N/A
of the Restated Bylaws of the
Registrant. The designated
Articles filed as part of
Exhibit 3.1 to the
Registration Statement under
the Securities Act of 1933 on
Form S-4 by the Registrant on
January 22, 1993 (No.
33-57296), are incorporated
by reference in this
Registration Statement.
23 Consent of Deloitte & 11
Touche LLP
24 Power of Attorney (included N/A
on signature page)
<PAGE>11
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference into this Registration
Statement of AMBANC Corp. on Form S-8 of our report dated
January 18, 1996, appearing in and incorporated by reference in the
Annual Report on Form 10-K of AMBANC Corp. for the year ended
December 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
April 24, 1996
