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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)
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)
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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 800,000 $17.19 $13,752,000 $3,823.06
value
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(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.
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<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.
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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.
<PAGE>
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).
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).
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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 8th 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 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
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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
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/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)
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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
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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