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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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GERMAN AMERICAN BANCORP
(Exact Name of Registrant as Specified in Its Charter)
Indiana 35-1547518
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
711 Main Street, Box 810
Jasper, Indiana 47546-3042
(Address of Principal Executive Offices)
THE DOTY AGENCY, INC. 401(K) PLAN
(Full Title of the Plan)
Copy to:
Mark A. Schroeder Mark B. Barnes
President and Chief Executive Officer Ice Miller Donadio & Ryan
711 Main Street, Box 810 One American Square, Box 82001
Jasper, Indiana 47546-3042 Indianapolis, Indiana 46282-0002
(812) 482-1314 (317) 236-2100
(Name, address and telephone number,
including area code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered (1) Share (2) Price (2) Registration Fee
Common Shares, no par 10,000 shares $17.50 $175,000 $48.65
value
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(1) Represents the estimated maximum amount that will be offered and sold
during the next three years pursuant to the Plan. In addition, pursuance to
Rule 416(c) under the Securities Act of 1933, as amended, this Registration
Statement also covers an indeterminate amount of interests to be offered
and sold pursuant to the Plan.
(2) Estimated solely for purposes of determining the registration fee in with
Rule 457(h) under the Securities Act of 1933, as amended, on the basis of
$17.50 per share, the average of the high and low prices of the
Registrant's Common Shares as reported on the Nasdaq National Market on
June 28, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Information required by Part I, Item 1 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the introductory Note to
Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the German American Bancorp plans that are covered
by this Registration Statement are available without charge by contacting the
Company's Shareholder Relations Officer at (812) 482-1314.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of German American Bancorp (the "Registrant") filed
with the Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference in this Registration Statement:
(a)(1) Annual Report on Form 10-K of the Registrant filed with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), for the Registrant's fiscal year ended December 31, 1998.
(b)(1) Quarterly Report on Form 10-Q for the Registrant filed with the
Commission pursuant to the Exchange Act, for the Registrant's fiscal quarter
ended March 31, 1999.
(c)(1) The description of the Common Stock of the Registrant contained
under the caption "Description of German American Capital Stock" that is
included on pages 106 through 110 of the Prospectus/Proxy Statement of the
Registrant included in Pre-Effective Amendment No. 4 to the Registrant's
Registration Statement on Form S-4 (Registration No. 333-46913) filed with the
Commission on May 11, 1998.
All documents subsequently filed by the Registrant or by The Doty Agency,
Inc. 401(k) Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment to this Registration
Statement 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 herein and to be part hereof from the date of filing
of such documents.
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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
incorporated 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.
Under the IBCL and Article IV of German American's Restated Bylaws, German
American'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 German American's voting stock held by disinterested shareholders,
that they acted in good faith in what they reasonably believed to be the best
interests of German American. 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 German American
cannot be held liable for actions that do not constitute wilful misconduct or
recklessness. The Articles of Incorporation of German American provide that
directors of German American 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 German American against whom a
shareholders' derivative suit has been filed cannot be held liable if a
committee of disinterested directors of German American, 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 German
American.
At present, there are no claims, actions, suits or proceedings pending
where indemnification would be required under the above, and German American
does not know of any threatened claims, actions, suits or proceedings which may
result in a request for such indemnification.
In addition, officers and directors of German American are entitled to
indemnification under an insurance policy of German American for expenditures
incurred by them in connection with certain acts in their capacities as such,
and providing reimbursement to German American for expenditures in indemnifying
such directors and officers for such acts. The maximum aggregate coverage for
German American and insured individuals is $3,000,000 for claims made during
each policy year, with the policies subject to self-retention and deductible
provisions.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
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Exhibit No. Description
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4.1 Restated Articles of Incorporation of Registrant as amended
April 23, 1998 (incorporated herein by reference to Exhibit 3
to the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1998).
4.2 Restated By-laws of Registrant as amended August 14, 1990
(incorporated herein by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995).
23.1 Consent of Crowe, Chizek and Company LLP.
23.2 Consent of Gaither Rutherford & Company.
24.1 Power of Attorney (included above signatures).
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No opinion of counsel is required by Item 601(b)(5) of Regulation S-K
because:
(a) The Common Shares to be offered pursuant to the Plan will not be
original issuance securities.
(b) The Registrant undertakes that it will submit in a timely manner
the Plan to the Internal Revenue Service ("IRS") and will make any and all
changes required by the IRS in order to qualify the Plan under Section 401
of the Internal Revenue Code of 1986, as amended.
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.
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(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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.
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 (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 this 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
Securities 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 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 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 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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Jasper, Indiana, on this 24th day of June, 1999.
GERMAN AMERICAN BANCORP
By: /s/ Mark A. Schroeder
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Mark A. Schroeder
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and appoints Mark A.
Schroeder and Richard E. Trent, and each of them, his true and lawful
attorney-in-fact and agent, 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, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
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Date Signature and Title
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/s/ Mark A. Schroeder
Date: June 24, 1999 -----------------------------------------
Mark A. Schroeder, President and Director
(Chief Executive Officer)
/s/ George W. Astrike
Date: June 24, 1999 -----------------------------------------
George W. Astrike, Director
/s/ David G. Buehler
Date: June 29, 1999 -----------------------------------------
David G. Buehler, Director
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Date: June __, 1999 -----------------------------------------
David B. Graham, Director
/s/ William R. Hoffman
Date: June 24, 1999 -----------------------------------------
William R. Hoffman, Director
Date: June __, 1999 -----------------------------------------
Michael B. Lett, Director
/s/ James C. McCormick
Date: June 24, 1999 -----------------------------------------
James C. McCormick, Director
/s/ Gene C. Mehne
Date: June 24, 1999 -----------------------------------------
Gene C. Mehne, Director
/s/ A. W. Place Jr.
Date: June 24, 1999 -----------------------------------------
A. W. Place Jr., Director
Date: June __, 1999 -----------------------------------------
Robert L. Ruckriegel, Director
/s/ Larry J. Seger
Date: June 24, 1999 -----------------------------------------
Larry J. Seger, Director
/s/ Joseph F. Steurer
Date: June 24, 1999 -----------------------------------------
Joseph F. Steurer, Director
Date: June __, 1999 -----------------------------------------
C.L. Thompson, Director
/s/ Michael J. Voyles
Date: June 24, 1999 -----------------------------------------
Michael J. Voyles, Director
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/s/ Richard E. Trent
Date: June 24, 1999 -----------------------------------------
Richard E. Trent, Senior Vice President
(Chief Financial Officer)
/s/ John M. Gutgsell
Date: June 24, 1999 -----------------------------------------
John M. Gutgsell, Vice President
(Principal Accounting Officer)
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Trustee of The Doty Agency, Inc. 401(k) Plan, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Jasper, Indiana, on this 29th day of June, 1999.
THE DOTY AGENCY, INC 401(K) PLAN
GERMAN AMERICAN BANK, TRUSTEE
By: /s/ Norman E. Kempf
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Norman E. Kempf, Vice President and Trust Officer
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration Statement of
German American Bancorp on Form S-8 of our report, dated February 11, 1999, on
the consolidated financial statements of German American Bancorp as of December
31, 1998 and 1997 and for each of the three years in the period ended December
31, 1998, included in German American Bancorp's Annual Report on Form 10-K for
the year ended December 31, 1998.
Crowe, Chizek and Company LLP
June 29, 1999
Indianapolis, Indiana
Exhibit 23.2
Independent Auditors' Consent
We hereby consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to The Doty Agency, Inc. 401(k) Plan of our
report dated February 16, 1998, relating to the consolidated balance sheet of
CSB Bancorp as of December 31, 1997, and the related consolidated statements of
income, shareholders' equity and cash flows for the two years then ended,
appearing in German American Bancorp's Annual Report on Form 10-K for the year
ended December 31, 1998.
Gaither Rutherford & Co., LLP
June 29, 1999
Evansville, Indiana
