Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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 Retirement 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,
No par value. . . . 100,000 shares $ 54.92 $ 5,492,000 $ 1,664.24
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(1)In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the Act )
this Registration Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
(2)The registration fee has been calculated pursuant to Rule 457(c) and (h) based upon the
average of the high and low prices for the shares of Common Stock as reported on the National
Association of Securities Dealers Automatic Quotation System on June 29, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
(a) The Company's annual report on Form 10-K for the year ended December 31,
1997, filed April 10, 1998, and the Plan's latest annual report filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the Exchange Act ).
(b) The Company's Quarterly Reports on Form 10-Q for the period ending March
31, 1998, filed April 28, 1998, Commission File No. 0-12422.
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(c) The Company's Current Report on Form 8-K dated April 30, 1998, filed May
13, 1998, Commission File No. 0-12422.
(d) The description of Company stock which is contained in the Company s
Registration Statement on Form S-4 (File No. 333-48057) on page 50, filed with
the Securities and Exchange Commission under the Exchange Act with respect to
such stock, dated March 17, 1998, including Amendment No. 1 to the Form S-4,
filed with the Securities and Exchange Commission under the Exchange Act,
dated March 18, 1998, and any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company and the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus and
Plan Description and prior to the filing of a post-effective amendment which
indicates that all of the securities offered hereby have been sold or which
deregisters all of such securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing such documents. 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 Prospectus and Plan Description to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Indiana Business Corporation Law ( IBCL ), the provisions of which govern
the Registrant, empowers an Indiana corporation to indemnify present and
former directors, officers, employees, or agents or any person who may have
served at the request of the corporation as a director, officer, employee, or
agent of another corporation ( Eligible Persons ) against liability incurred
in any proceeding, civil or criminal, in which the Eligible Person is made a
party by reason of being or having been in any such capacity, or arising out
of his status as such, if the individual acted in good faith and reasonably
believed that (a) the individual was acting in the best interests of the
corporation, or (b) if the challenged action was taken other than in the
individual's official capacity as an officer, director, employee, or agent,
the individual's conduct was at least not opposed to the corporation's best
interests, or (c) if in a criminal proceeding, either the individual had
reasonable cause to believe his conduct was lawful or no reasonable cause to
believe his conduct was unlawful.
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The IBCL further empowers a corporation to pay or reimburse the reasonable
expenses incurred by an Eligible Person in connection with the defense of any
such claim, including counsel fees; and, unless limited by its Articles of
Incorporation, the corporation is required to indemnify an Eligible Person
against reasonable expenses if he is wholly successful in any such proceeding,
on the merits or otherwise. Registrant's articles of incorporation do not
limit this requirement to indemnify an Eligible Person. Under certain
circumstances, a corporation may pay or reimburse an Eligible Person for
reasonable expenses prior to final disposition of the matter. Unless a
corporation's articles of incorporation otherwise provide, an Eligible Person
may apply for indemnification to a court which may order indemnification upon
a determination that the Eligible Person is entitled to mandatory
indemnification for reasonable expenses or that the Eligible Person is fairly
and reasonably entitled to indemnification in view of all the relevant
circumstances without regard to whether his actions satisfied the appropriate
standard of conduct.
Before a corporation may indemnify any Eligible Person against liability or
reasonable expenses under the IBCL, a quorum consisting of directors who are
not parties to the proceeding must (1) determine that indemnification is
permissible in the specific circumstances because the Eligible Person met the
requisite standard of conduct, (2) authorize the corporation to indemnify the
Eligible Person and (3) if appropriate, evaluate the reasonableness of
expenses for which indemnification is sought. If it is not possible to obtain
a quorum of uninvolved directors, the foregoing action may be taken by a
committee of two or more directors who are not parties to the proceeding,
special legal counsel selected by the Board or such a committee, or by the
shareholders of the corporation.
In addition to the foregoing, the IBCL states that the indemnification it
provides shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any provision of the articles of
incorporation or bylaws, resolution of the board of directors or shareholders,
or any other authorization adopted after notice by a majority vote of all the
voting shares then issued and outstanding. The IBCL also empowers an Indiana
corporation to purchase and maintain insurance on behalf of any Eligible
Person against any liability asserted against or incurred by him in any
capacity as such, or arising out of his status as such, whether or not the
corporation would have had the power to indemnify him against such liability.
The Articles of Incorporation of the registrant, as amended, require the
indemnification of directors, officers, employees and agents to the fullest
extent permitted by the IBCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits, page 8.
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;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the
registration statement;
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(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if 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
Exchange Act 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 Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the 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.
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 Commission such indemnification is
against public policy as expressed in the 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 its 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 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, 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
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears below
constitutes and appoints Robert E. Hoptry and James L. Saner, and each or any
of them (with full power to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto those attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that those attorneys-in-fact and agents, or their substitutes,
may do or cause to be done by virtue hereof.
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,
Jay B. Fager . . . . . Principal Financial Officer)
/s/ Robert S. Dunevant Vice Chairman of the Board
Robert S. Dunevant
John E. Back . . . . . Director
John E. Back
/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 Indiana United Bancorp Retirement 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 RETIREMENT PLAN
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By: /s/ Robert E. Hoptry
Robert E. Hoptry, Chief Executive Officer
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INDIANA UNITED BANCORP RETIREMENT PLAN
FORM S-8
INDEX TO EXHIBITS
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Exhibit Number
Assigned in
Regulation S-K
Item 601 Description of Exhibit
(4). . . . . 4.01 Specimen certificate for common stock of the Company
(incorporated by reference to Company's Registration
Statement on Form S-4 (File No. 333-48057) on page 50,
filed with the Securities and Exchange Commission
under the Exchange Act with respect to such stock, dated
March 17, 1998, including Amendment No. 1 to the Form
S-4, filed with the Securities and Exchange Commission
under the Exchange Act, dated March 18, 1998, and any
amendment or report filed for the purpose of updating such
description.
4.02 Form of Indenture dated as of December 12, 1997 between
Indiana United Bancorp and State Street Bank and Trust
Company, as Trustee, with respect to 8.75% Subordinated
Debentures due 2027 (incorporated by reference to Exhibit
4.1 to the Registration Statement on Form S-2 of Indiana
United Bancorp filed November 19, 1997 with the
Commission (Registration No. 333-40579)).
4.03 Form of Subordinated Debenture Certificate (included as
an exhibit to Exhibit 4.1 to the Registration Statement on
Form S-2 of Indiana United Bancorp filed November 19,
1997 with the Commission (Registration No. 333-40579)),
which is incorporated by reference.
4.04 Form of Preferred Securities Guarantee Agreement dated
as of December 12, 1997 between Indiana United Bancorp
and State Street Bank and Trust Company, as Property
Trustee, Wilmington Trust Company, as Delaware Trustee
and the Administrative Trustees named therein
(incorporated by reference to Exhibit 4.5 to the
Registration Statement on Form S-2 of Indiana United
Bancorp filed November 19, 1997 with the Commission
(Registration No. 333-40579)).
4.05 Form of Preferred Securities Guarantee Agreement dated
as of December 12, 1997 between Indiana United Bancorp
and State Street Bank and Trust Company (incorporated by
reference to Exhibit 4.7 to the Registration Statement on
Form S-2 of Indiana United Bancorp filed November 19,
1997 with the Commission (Registration No. 333-40579)).
4.06 Form of Agreement as to Expenses and Liabilities dated as
of December 12, 1997 between Indiana United Bancorp
and IUB Capital Trust (incorporated by reference to
Exhibit 4.5 to the Registration Statement on Form S-2 of
Indiana United Bancorp filed November 19, 1997 with the
Commission (Registration No. 333-40579)), which is
incorporated by reference.
(5). . . . . 5.01 Opinion of Ice Miller Donadio & Ryan
(15) Not Applicable
(23) . . . . 23.01 Consent of Olive LLP
23.02 Consent of Ice Miller Donadio & Ryan (Included in Exhibit
5.01)
(24) Power of Attorney (See Signature Page)
(28) Not Applicable
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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 ), 100,000 of the
Company's authorized but unissued common shares (the Shares ) issuable under
the Indiana United Bancorp Retirement 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, authorizing the Plan and reserving
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
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
