UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OLD NATIONAL BANCORP
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(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)
Permanent Bancorp, Inc. 1993 Stock Option and Incentive Plan
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(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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common Stock, 14,782 $28.00 $413,896 $110.00
no par value
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</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 Permanent Bancorp, Inc. 1993 Stock Option and Incentive
Plan (the "Permanent Plan").
2. The 14,782 shares registered hereby represent the remaining shares issuable
pursuant to the Permanent Plan.
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 August
28, 2000, as quoted on the Nasdaq National Market ($28.00 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 quarters ended March 31, 2000 and
June 30, 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
<PAGE>
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.
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).
<PAGE>
4.2 Permanent Bancorp, Inc. 1993 Stock Option and Incentive Plan.
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
<PAGE>
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 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 August 30, 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 August 30, 2000.
Name Title
---- -----
/s/ JAMES A. RISINGER Chairman of the Board, Director, President and
------------------------- Chief Executive Officer (Chief Executive Officer)
James A. Risinger
/s/ JOHN S. POEKLER Executive Vice President (Chief Financial Officer
------------------------- and Principal Accounting Officer)
John S. Poekler
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
<PAGE>
PHELPS L. LAMBERT*
------------------------- Director
Phelps L. Lambert
RONALD B. LANKFORD*
------------------------- Director
Ronald B. Lankford
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
--------------------- Attorney-in-Fact
Printed Name: Jeffrey L. Knight
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