UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OLD NATIONAL BANCORP
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
INDIANA 35-1539838
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
420 Main Street, Evansville, Indiana 47708
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(Address of Principal Executive Offices) (Zip Code)
ANB Corporation Stock Option Plan
ANB Corporation 1995 Stock Option Plan
ANB Corporation 1996 Directors' Stock Option Plan
--------------------------------------------------------------------------------
(Full title of the plan)
Jeffrey L. Knight, Esq.,
Corporate Secretary & General Counsel,
Old National Bancorp
420 Main Street,
Evansville, Indiana 47708
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(Name and address of agent for service)
(812) 464-1363
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(Telephone number, including area code, of agent of service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum offering Proposed maximum Amount of
to be registered registered (1)(2)(3) price per share (3) aggregate offering price (3) registration fee
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 99,092 $29.72 $2,945,014 $778.00
no par value
Common Stock, 135,890 $29.72 $4,038,651 $1067.00
no par value
Common Stock, 18,638 $29.72 $553,921 $147.00
no par value
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
1. Pursuant to Rule 416(a), also registered hereunder is an indeterminate number
of shares of Common Stock issuable as a result of the anti-dilution provisions
of the ANB Corporation Stock Option Plan, the ANB Corporation 1995 Stock Option
Plan and the ANB Corporation 1996 Directors' Stock Option Plan (the "Stock
Option Plans").
2. The 75,500, 103,535 and 14,200 shares, respectively, registered hereby
represent the remaining shares issuable pursuant to the Stock Option Plans.
3. With respect to the shares registered hereby, the offering price per share,
the aggregate offering price and the registration fee have been calculated in
accordance with paragraph (c) and (h)(1) of Rule 457 on the basis of the average
high and low sale prices for the Company's Common Stock on May 24, 2000, as
quoted on the Nasdaq National Market ($29.72 per share).
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by Part I to be contained in this Item is omitted
from this Registration Statement in accordance with the Introductory Note to
Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
The information required by Part I to be contained in this Item is omitted
from this Registration Statement in accordance with the Introductory Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Old National Bancorp (the
"Registrant") (SEC File No. 0-10888) with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this Registration Statement:
1. Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
2. Registrant's Annual Report to Shareholders for the fiscal year ended
December 31, 1999.
3. Registrant's Form 10-Q for the quarter ended March 31, 2000.
4. Registrant's Report on Form 8-K filed on April 19, 2000.
5. The description of Registrant's common stock contained in its Current
Report on Form 8-K, dated January 6, 1983 (incorporated by reference
thereto), and the description of Registrant's Preferred Stock Purchase
Rights contained in Registrant's Form 8-A, dated March 1, 1990, as
amended on March 1, 2000, including the Rights Agreement, dated March
1, 1990, as amended on March 1, 2000, between the Registrant and Old
National Bank in Evansville, as Trustee (incorporated by reference
thereto).
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") following the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all shares of Common Stock offered pursuant to this Registration Statement
have been sold or which registers all shares of Common Stock then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be made a part hereof from the date of the filing of such
documents.
<PAGE>
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 Registrant's Articles of Incorporation provide that the Registrant will
indemnify any person who is or was a director, officer or employee of the
Registrant or of any other corporation for which he is or was serving in any
capacity at the request of the Registrant against all liability and expense that
may be incurred in connection with any claim, action, suit or proceeding with
respect to which such director, officer or employee is wholly successful or
acted in good faith in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Registrant or such other corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
that his conduct was unlawful. A director, officer or employee of the Registrant
is entitled to be indemnified as a matter of right with respect to those claims,
actions, suits or proceedings where he has been wholly successful. In all other
cases, such director, officer or employee will be indemnified only if the Board
of Directors of the Registrant or independent legal counsel finds that he has
met the standards of conduct set forth above.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are being filed as part of this Registration
Statement:
Exhibit Number Document
-------------- --------
4.1 (a) the description of Registrant's common stock contained in its
Current Report on Form 8-K, dated January 6, 1983 (incorporated
by reference thereto), and (b) the description of Registrant's
Preferred Stock Purchase Rights contained in Registrant's Form
8-A, dated March 1, 1990, as amended on March 1, 2000, including
the Rights Agreement, dated March 1, 1990, as amended on March 1,
2000, between the Registrant and Old National Bank in Evansville,
as Trustee (incorporated by reference thereto).
4.2 ANB Corporation Stock Option Plan.
4.3 ANB Corporation 1995 Stock Option Plan.
4.4 ANB Corporation 1996 Directors' Stock Option Plan.
<PAGE>
5 Opinion of Krieg DeVault Alexander & Capehart as to the legality
of the securities being registered.
23.1 Consent of Krieg DeVault Alexander & Capehart (included in
opinion filed as Exhibit 5 to this Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Heathcott & Mullaly, P.C.
23.5 Consent of Olive LLP.
24 Powers of Attorney.
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:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(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 (a)(1)(i) and (a)(1)(ii) do 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(a) or 15(d) or the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining 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.
<PAGE>
(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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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) 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
Securities Act of 1933 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 an 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
* * *
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Evansville, State of Indiana, on June 1, 2000.
OLD NATIONAL BANCORP
By: /s/ JAMES A. RISINGER
----------------------------
James A. Risinger, President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities indicated below as of June 1, 2000.
/s/ JAMES A. RISINGER
------------------------------ Chairman of the Board, Director, President
James A. Risinger and Chief Executive Officer
(Chief Executive Officer)
/s/ JOHN S. POEKLER
------------------------------ Executive Vice President (Chief Financial
John S. Poekler Officer and Principal Accounting Officer)
DAVID L. BARNING*
------------------------------ Director
David L. Barning
RICHARD J. BOND*
------------------------------ Director
Richard J. Bond
ALAN W. BRAUN*
------------------------------ Director
Alan W. Braun
WAYNE A. DAVIDSON*
------------------------------ Director
Wayne A. Davidson
LARRY E. DUNIGAN*
------------------------------ Director
Larry E. Dunigan
DAVID E. ECKERLE*
------------------------------ Director
David E. Eckerle
ANDREW E. GOEBEL*
------------------------------ Director
Andrew E. Goebel
PHELPS L. LAMBERT*
------------------------------ Director
Phelps L. Lambert
RONALD B. LANKFORD*
------------------------------ Director
Ronald B. Lankford
<PAGE>
LUCIEN H. MEIS*
------------------------------ Director
Lucien H. Meis
LOUIS L. MERVIS*
------------------------------ Director
Louis L. Mervis
JOHN N. ROYSE*
------------------------------ Director
John N. Royse
MARJORIE Z. SOYUGENC*
------------------------------ Director
Marjorie Z. Soyugenc
KELLEY N. STANLEY*
------------------------------ Director
Kelley N. Stanley
CHARLES D. STORMS*
------------------------------ Director
Charles D. Storms
*By: /s/ JEFFREY L. KNIGHT
--------------------------
Printed Name: Jeffrey L. Knight
Attorney-in-Fact
