GERMAN AMERICAN BANCORP
S-8 POS, 2000-11-14
STATE COMMERCIAL BANKS
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                           Registration No. 333-80605


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933


                             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
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)


<PAGE>


     The sole purpose of this  Post-Effective  Amendment  No. 1 is to add to the
listing of those documents that are deemed to be  automatically  incorporated by
reference in this  Registration  Statement,  pursuant to Section 3 of Part II of
this Registration Statement, the following:

     All  documents  subsequently  filed by the  German  American  Bancorp  1999
     Employee Stock Purchase Plan pursuant to Section 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.

     This Registration Statement, including the listing in the original Part II,
Item 3, of other  documents that are deemed to be  incorporated  by reference in
this  Registration  Statement,  is otherwise not amended by this  Post-Effective
Amendment No. 1, and shall continue in full force and effect in accordance  with
its terms.


<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  Post-Effective
Amendment No. 1 to this Registration Statement to be signed on its behalf by the
undersigned,  thereunto duly authorized, in Jasper, Indiana, on this 13th day of
November, 2000.

                                   GERMAN AMERICAN BANCORP



                                   By: /s/ Mark A. Schroeder
                                       -----------------------------------------
                                       Mark A. Schroeder
                                       President and Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this  Post-Effective
Amendment No.1 to this  Registration  Statement has been signed by the following
persons in the capacities indicated on November 13, 2000.

                                   Signature and Title


                                   /s/ Mark A. Schroeder
                                   ---------------------------------------------
                                   Mark A. Schroeder, President and Director
                                   (Chief Executive Officer)


                                   *
                                   ---------------------------------------------
                                   George W. Astrike, Director


                                   *
                                   ---------------------------------------------
                                   David G. Buehler, Director



                                   ---------------------------------------------
                                   David B. Graham, Director


                                   *
                                   ---------------------------------------------
                                   William R. Hoffman, Director



                                   ---------------------------------------------
                                   J. David  Lett, Director


<PAGE>



                                   ---------------------------------------------
                                   James C. McCormick, Director


                                   *
                                   ---------------------------------------------
                                   Gene C. Mehne, Director


                                   *
                                   ---------------------------------------------
                                   Robert L. Ruckriegel, Director


                                   *
                                   ---------------------------------------------
                                   Larry J. Seger, Director


                                   *
                                   ---------------------------------------------
                                   Joseph F. Steurer, Director



                                   ---------------------------------------------
                                   C.L. Thompson, Director



                                   ---------------------------------------------
                                   Michael J. Voyles, Director


                                   /s/ Richard E. Trent
                                   ---------------------------------------------
                                   Richard E. Trent, Senior Vice President
                                   (Chief Financial Officer and Principal
                                     Accounting Officer)



                                   *By: /s/ Mark A. Schroeder
                                        ----------------------------------------
                                        Mark A. Schroeder, as attorney-in-fact



<PAGE>

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 Post-Effective Amendment
No.  1 to  this  Registration  Statement  to be  signed  on  its  behalf  by the
undersigned,  thereunto duly authorized,  in Jasper, Indiana, on this13th day of
November, 2000.

                                   GERMAN AMERICAN BANCORP
                                   1999 EMPLOYEE STOCK PURCHASE PLAN



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


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