Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Indiana United Bancorp
(Exact name of registrant as specified in its charter)
Indiana. . . . . . . . . . . . . . . . . . . . . . . . 35-1562245
(State or other jurisdiction of. . . . . . . . . . . . (I.R.S. Employer
incorporation or organization) . . . . . . . . . . . . Identification No.)
201 North Broadway
Post Office Box 87
Greensburg, Indiana 47240
(Address of Principal Executive Offices)
Indiana United Bancorp 401(k) Plan
(Formerly Indiana United Bancorp Retirement
and Savings Incentive Plan )
(Full title of the plan)
Robert E. Hoptry, Chief Executive Officer
Indiana United Bancorp
201 North Broadway
Post Office Box 87
Greensburg, Indiana 47240
(Name and address of agent for service)
(812) 663-4711
(Telephone number, including
area code, of agent for service)
Copies to:
Veronica L. Jarnagin, Esq. . . . . . . . . . . . . . . David W. Harper, Esq.
Ice Miller Donadio & Ryan. . . . . . . . . . . . . . . 2450 Meidlinger Tower
One American Square, Box 82001 . . . . . . . . . . . . Louisville, Kentucky 40202
Indianapolis, Indiana 46282
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Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered . Registered(1) price per unit price(2) registration fee
Common Stock, . . . Additional
No par value. . . . 100,000 shares $ 54.92 $ 5,492,000 $ 1,664.24
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(1)These are additional securities of the same class, to be offered pursuant to the same
employee benefit plan as those registered pursuant to Registration No. 33-45395. Pursuant to
General Instruction E of Form S-8, this registration statement covers only the additional shares
being registered.
(2)The registration fee has been calculated pursuant to Rule 457(c) and (h) based upon the last
sale price reported for the Common Stock on June 29, 1998.
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INFORMATION INCORPORATED BY REFERENCE
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The contents of the registrant's Registrant Statement on Form S-8, File No.
33-45395, heretofore filed with the Securities and Exchange Commission (the
Commission ) on January 29, 1992, pursuant to the Securities Exchange Act of
1934, as amended, and the Post-Effective Amendment No. 1 to the Form S-8
Registration Statement filed with the Commission on August 19, 1993, are
incorporated herein by reference.
ADDITIONAL INFORMATION
The Indiana United Bancorp Retirement and Savings Incentive Plan is restated,
effective May 1, 1998, to be designated the Indiana United Bancorp 401(k)
Plan (the 401(k) Plan ). The 401(k) Plan is being restated for purposes of
(i) complying with changes in the Internal Revenue Code of 1986, as amended
(the Code ) in accordance with the Uniformed Services Employee Reemployment
Rights Act of 1994, Small Business Job Protection Act of 1996 and Taxpayer
Relief Act of 1997; (ii) adding daily valuation of funds; (iii) adding
participant directed investment in mutual fund-based investment alternatives
and in Company stock; and (iv) adding as a participating employer Peoples
Trust Company.
PTC Bancorp will merge into Indiana United Bancorp and employees of PTC
Bancorp and its affiliates (such as People's Trust Company) shall be eligible
to participate in the 401(k) Plan as of May 1, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Indianapolis, State of Indiana, on
April 28th , 1998.
INDIANA UNITED BANCORP.
By: /s/ Robert E. Hoptry
Robert E. Hoptry, Chief Executive Officer
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 28th day of April, 1998.
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/s/ Robert E. Hoptry. . Chairman of the Board,
Robert E. Hoptry. . . . Chief Executive Officer
/s/ James L. Saner . . President, Chief Operating Officer and Director
James L. Saner
/s/ Jay B. Fager . . . Treasurer (Principal Accounting Officer,
Principal
Jay B. Fager. . . . . . Financial Officer)
/s/ Robert S. Dunevant Vice Chairman of the Board
Robert S. Dunevant
/s/ John E. Back . . . Director
/s/ William G. Barron. Director
William G. Barron
/s/ Dale J. Deffner. . Director
Dale J. Deffner
/s/ Philip A. Frantz . Director
Philip A. Frantz
/s/ Dale E. Smith. . . Director
Dale E. Smith
/s/ Martin G. Wilson . Director
Martin G. Wilson
/s/ Edward J. Zoeller. Director
Edward J. Zoeller
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Pursuant to the requirements of the Securities Act of 1933, the administrative
committee of the 401(k) Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Greensburg, State of Indiana, on April 28th, 1998.
INDIANA UNITED BANCORP 401(k) PLAN
By: /s/ Robert E. Hoptry
Robert E. Hoptry, Chief Executive Officer
June 29, 1998
Board of Directors
Indiana United Bancorp
201 North Broadway
Post Office Box 87
Greensburg, Indiana 47240
Ladies and Gentlemen:
We have acted as counsel to Indiana United 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 ), an additional
100,000 of the Company's authorized but unissued common shares (the Shares )
issuable under the Indiana United Bancorp 401(k) Plan (the Plan ).
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. Resolutions of the Board of Directors of Indiana United Bancorp
for its meeting held on April 28, 1998, reserving additional shares for
issuance under the Plan (the Resolutions );
2. The Form S-8 Registration Statement;
3. The Plan; and
4. Copies of the Articles of Incorporation of the Company and all
amendments thereto.
We have also relied, without investigation as to the accuracy thereof, on oral
and written communications from public officials and officers of the Company.
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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 Resolutions will not be amended, altered or superseded prior to
the issuance of the Shares; and (iv) that no changes will occur in the
applicable law or the pertinent facts prior to the issuance of the Shares.
Based upon the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Shares 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 Shares have been delivered
against payment therefor as contemplated by the Plan, the 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,
/s/ ICE MILLER DONADIO & RYAN
Board of Directors
Indiana United Bancorp
Greensburg, Indiana
We consent to the incorporation by reference in this registration statement on
Post-Effective Amendment No. 2 to Form S-8 of our report dated February 24,
1998, on the consolidated financial statements of Indiana United Bancorp and
subsidiaries as of December 31, 1997 and 1996, and for each of the three years
in the period ended December 31, 1997, which report was included in Indiana
United Bancorp s Annual Report on Form 10-K for the fiscal year ended December
31, 1997.
/s/ Olive LLP
Indianapolis, Indiana
June 30, 1998
