GERMAN AMERICAN BANCORP
S-8, 1999-06-14
STATE COMMERCIAL BANKS
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
=====================================================================
<TABLE>
<CAPTION>
<S>                                                                   <C>
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)

GERMAN AMERICAN BANCORP 1999 LONG-TERM EQUITY INCENTIVE PLAN
GERMAN AMERICAN BANCORP 1992 STOCK OPTION PLAN
GERMAN AMERICAN BANCORP 1999 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)

                                                                      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)
- ----------------------------
</TABLE>

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S>                          <C>                  <C>                    <C>                        <C>
                                                  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          800,000            $17.19                 $13,752,000                $3,823.06
value

<FN>

(1)     Includes 250,000 shares that are the estimated  maximum amount available
        for issuance during the next three years pursuant to the German American
        Bancorp 1999 Long-Term  Equity  Incentive Plan,  125,000 shares that are
        the estimated maximum amount (including  replacement  options) available
        for issuance  pursuant to the German American  Bancorp 1992 Stock Option
        Plan, and 425,000 shares that are available for issuance pursuant to the
        German American Bancorp 1999 Employee Stock Purchase Plan (the "Plans").
        Shares covered by this Registration  Statement shall be issued from time
        to time upon the exercise of stock options, employee stock purchase plan
        options,  and in connection with other types of rights or awards granted
        under the Plans. This Registration  Statement also covers any additional
        shares that may hereafter  become issuable as a result of the adjustment
        provisions of the Plans. 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 1999 German  American  Bancorp  Employee  Stock Purchase
        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 $17.19 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 11, 1999.
</FN>
</TABLE>


<PAGE>


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  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.


<PAGE>

     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.


<PAGE>

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are filed herewith:

<TABLE>
<CAPTION>
<S>               <C>
Exhibit No.       Description
- -----------       -----------

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).

5                 Opinion  of Ice Miller Donadio & Ryan, regarding legality
                  of securities being offered, including consent.

23.1              Consent of Crowe Chizek & Company LLP.

23.2              Consent of Gaither Rutherford & Company.

24.1              Power of Attorney (included above signatures).
</TABLE>

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.


<PAGE>

          (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.



<PAGE>


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 8th day of June, 1999.

                                     GERMAN AMERICAN BANCORP


                                     By: /s/ Mark A. Schroeder
                                        --------------------------------------
                                        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.

<TABLE>
<CAPTION>
<S>                                              <C>
Date                                             Signature and Title
- ----                                             -------------------


                                                 /s/ Mark A. Schroeder
Date:   June 8, 1999                             -----------------------------------------
                                                 Mark A. Schroeder, President and Director
                                                 (Chief Executive Officer)


                                                 /s/ George W. Astrike
Date:   June 8, 1999                             -----------------------------------------
                                                 George W. Astrike, Director


                                                 /s/ David G. Buehler
Date:   June 8, 1999                             -----------------------------------------
                                                 David G. Buehler, Director



<PAGE>


Date:   June __, 1999                           -----------------------------------------
                                                 David B. Graham, Director


                                                 /s/ William R. Hoffman
Date:   June 8, 1999                             -----------------------------------------
                                                 William R. Hoffman, Director



Date:   June __, 1999                            -----------------------------------------
                                                 Michael B. Lett, Director



Date:    June __, 1999                           -----------------------------------------
                                                 James C. McCormick, Director


                                                 /s/ Gene C. Mehne
Date:   June 8, 1999                             -----------------------------------------
                                                 Gene C. Mehne, Director


                                                 /s/ A.W. Place Jr.
Date:   June 8, 1999                             -----------------------------------------
                                                 A. W. Place Jr., Director


                                                 /s/ Robert L. Ruckriegel
Date:   June 8, 1999                             -----------------------------------------
                                                 Robert L. Ruckriegel, Director


                                                 /s/ Larry J. Seger
Date:   June 8, 1999                             -----------------------------------------
                                                 Larry J. Seger, Director


                                                 /s/ Joseph F. Steurer
Date:   June 8, 1999                             -----------------------------------------
                                                 Joseph F. Steurer, Director



Date:   June __, 1999                            -----------------------------------------
                                                 C.L. Thompson, Director



Date:   June __, 1999                            -----------------------------------------
                                                 Michael J. Voyles, Director
<PAGE>


                                                 /s/ Richard E. Trent
Date:   June 8, 1999                             -----------------------------------------
                                                 Richard E. Trent, Senior Vice President
                                                 (Chief Financial Officer)


                                                 /s/ John M. Gutgsell
Date:   June 8, 1999                             -----------------------------------------
                                                 John M. Gutgsell, Vice President
                                                 (Principal Accounting Officer)
</TABLE>

     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
Human Resources Committee of the Registrant,  acting as the administrator of the
Registrant's   1999  Employee   Stock   Purchase  Plan,  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Jasper, Indiana, on this 8th day of June, 1999.

                                  GERMAN AMERICAN BANCORP
                                  1999 EMPLOYEE STOCK PURCHASE PLAN


                                  By: /s/ Mark A. Schroeder
                                     ----------------------------------------
                                      Mark A. Schroeder, a member of the
                                      Human Resources Committee





EXHIBIT 5

June 14, 1999


German American Bancorp
711 Main Street
Jasper, Indiana 47546-3042

Ladies and Gentlemen:

     We have acted as counsel to German American Bancorp, an Indiana corporation
(the  "Company") in connection  with the filing of a  Registration  Statement on
Form S-8  (the  "Registration  Statement"),  with the  Securities  and  Exchange
Commission  (the  "Commission")  for  the  purposes  of  registering  under  the
Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  800,000 of the
Company's  authorized but unissued Common Shares (the "Common Shares")  issuable
under the German American  Bancorp 1992 Stock Option Plan, 1999 Long-Term Equity
Incentive Plan, and 1999 Employee Stock Purchase Plan (the "Plans").

     In connection therewith,  we have investigated those questions of law as we
have deemed necessary or appropriate for purposes of this opinion.  We have also
examined  originals,   or  copies  certified  or  otherwise  identified  to  our
satisfaction,  of those documents,  corporate or other records, certificates and
other papers that we deemed  necessary to examine for purposes of this  opinion,
including:

        1.      The  Company's  Articles  of  Incorporation,  together  with all
                amendments thereto;

        2.      The Bylaws of the Company, as amended to date;

        3.      Resolutions  relating to the Plans and the Common Shares adopted
                by the Company's Board of Directors (the "Resolutions");

        4.      A specimen certificate representing the Common Shares;

        5.      The Registration Statement; and

        6.      The Plans.

We have also relied,  without investigation as to the accuracy thereof, on other
certificates of, and oral and written  communications from, public officials and
officers of the Company.

     For purposes of this opinion,  we have assumed (i) the  genuineness  of all
signatures of all parties other than the Company;  (ii) the  authenticity of all
documents submitted to us as originals and the conformity to authentic originals
of all documents submitted to us as certified or photostatic copies;  (iii) that
the  Common  Shares  will be issued  pursuant  to the terms of the  Registration
Statement;  (iv) that the Resolutions will not be amended, altered or superseded
prior to the issuance of the Common  Shares;  and (v) that no changes will occur
in the  applicable  law or to the  pertinent  facts prior to the issuance of the
Common Shares.

     Based upon the  foregoing  and subject to the  qualifications  set forth in
this letter,  we are of the opinion that the Common Shares to be issued pursuant
to the terms of the Plans are validly  authorized  and,  when (a) the  pertinent
provisions of the  Securities Act and all relevant  state  securities  laws have
been complied with and (b) the Common Shares have been delivered against payment
therefor as contemplated by the Registration Statement and the Plans, the Common
Shares will be legally issued, fully paid and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement.  In giving this  consent,  we do not admit that we are
within the category of persons whose consent is required  under Section 7 of the
Securities Act or under the rules and  regulations  of the  Commission  relating
thereto.

                                         Very truly yours,

                                         ICE MILLER DONADIO & RYAN




Exhibit 23.1

Consent of Independent Auditors



Board of Directors
German American Bancorp
Jasper, Indiana


We consent to the incorporation by reference in this  Registration  Statement of
German American  Bancorp on Form S-8 of our Independent  Auditor's  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.




                                   Crowe, Chizek and Company LLP

June 11, 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 German  American  Bancorp 1999 Long-Term
Equity  Incentive Plan, the German  American  Bancorp 1992 Stock Option Plan and
the German  American  Bancorp 1999  Employee  Stock  Purchase 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 11, 1999
Evansville, Indiana



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