SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-4 ON FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST INDIANA CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 35-1692825
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 North Pennsylvania Street, Suite 2800
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
THE SOMERSET GROUP, INC. 1986 STOCK INCENTIVE PLAN
THE SOMERSET GROUP, INC. 1991 STOCK INCENTIVE PLAN
THE SOMERSET GROUP, INC. 1998 STOCK INCENTIVE PLAN
THE SOMERSET GROUP, INC. 1991 DIRECTORS STOCK OPTION PLAN
THE SOMERSET GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Robert H. McKinney
Chairman
First Indiana Corporation
135 North Pennsylvania Street, Suite 2800
Indianapolis, Indiana 46204
(Name and address of agent for service)
(317) 269-1317
(Telephone number, including area code, of agent for service)
Any additional shares to be issued as a result of stock dividends, stock splits
or similar transactions prior to the termination of this Registration Statement
shall be covered by this registration Statement as provided in Rule 416.
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PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
On September 29, 2000, The Somerset Group, Inc., an Indiana corporation
("Somerset"), merged with and into (the "Merger") First Indiana Corporation, an
Indiana corporation ("First Indiana"). As of September 29, 2000, immediately
prior to the Merger, there were stock options at prices ranging from $4.80 to
$25.99 per share for an aggregate of 270,519 shares of Somerset common stock
outstanding under The Somerset Group, Inc. 1986 Stock Incentive Plan, The
Somerset Group, Inc. 1991 Stock Incentive Plan, The Somerset Group, Inc. 1998
Stock Incentive Plan and The Somerset Group, Inc. 1991 Directors Stock Option
Plan (collectively, the "Somerset Plans"). At the effective time of the Merger,
these plans were assumed by First Indiana and the outstanding options were
exchanged for options for an aggregate of 303,100 shares of First Indiana common
stock at option prices ranging from $7.54 to $24.20 per share. In addition, in
connection with the Merger, First Indiana assumed the obligations of Somerset
under The Somerset Group, Inc. Employee Stock Purchase Plan and anticipates the
purchase by employees of up to 100,000 of its shares of common stock under
circumstances which may be deemed to involve solicitation by First Indiana of an
offer to buy requiring registration. The issuance of these 403,100 shares was
registered by First Indiana on its Form S-4 registration statement relating to
the Merger, File No. 333-39926.
Documents containing information specified by Part I of the form of
registration statement on Form S-8 will be sent or given to participants in the
Somerset Plans as specified in Rule 428(b)(1) under the Securities Act of 1933,
as amended.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, all of which are on file with the Securities
and Exchange Commission, are hereby incorporated by reference in this
registration statement:
(a) The Annual Report on Form 10-K for First Indiana Corporation for the
year ended December 31, 1999;
(b) The Quarterly Reports on Form 10-Q for First Indiana Corporation for
the quarters ended March 31, 2000, June 30, 2000 and September 30,
2000;
(c) The First Indiana Corporation Proxy Statement dated March 14, 2000; and
(d) The description of Common Stock contained in the First Indiana
Corporation Registration Statement on Form S-4, File No. 333-39926, as
amended.
All documents subsequently filed by First Indiana Corporation pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which deregisters all
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 reports
and documents.
For purposes of this Registration Statement, any statement contained in a
report, document or appendix incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded to the extent that a statement contained in this Registration
Statement or in any subsequently filed report, document or appendix which also
is or is deemed incorporated by reference modifies or supersedes such statement
in such report, document or appendix. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
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Upon the written or oral request of any person to whom this Registration
Statement has been delivered, First Indiana Corporation will provide without
charge to such person a copy of any and all of the information (excluding
exhibits thereto unless such exhibits are specifically incorporated by reference
into such information) that has been incorporated by reference into this
Registration Statement but not delivered herewith. Requests should be directed
to Investor Relations Department, First Indiana Corporation, 135 North
Pennsylvania Street, Indianapolis, Indiana 46204, (317) 269-1614.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the Common Stock offered hereby will
be passed on for the Company by Bose McKinney & Evans LLP, Indianapolis,
Indiana. David A. Butcher, a partner in Bose McKinney & Evans LLP, is the
Secretary of the Company.
Item 6. Indemnification of Directors and Officers.
First Indiana Corporation is an Indiana corporation. Chapter 37 of The
Indiana Business Corporation Law (the "IBCL") requires a corporation, unless its
articles of incorporation provide otherwise, to indemnify a director or an
officer of the corporation who is wholly successful, on the merits or otherwise,
in the defense of any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal, against reasonable expenses, including counsel fees,
incurred in connection with the proceeding. The First Indiana Corporation
Articles of Incorporation do not contain any provision prohibiting such
indemnification.
The IBCL also permits a corporation to indemnify a director, officer,
employee or agent who is made a party to a proceeding because the person was a
director, officer, employee or agent of the corporation against liability
incurred in the proceeding if (i) the individual's conduct was in good faith and
(ii) the individual reasonably believed (A) in the case of conduct in the
individual 's official capacity with the corporation that the conduct was in the
corporation's best interests and (B) in all other cases that the individual's
conduct was at least not opposed to the corporation's best interests and (iii)
in the case of a criminal proceeding, the individual either (A) had reasonable
cause to believe the individual's conduct was lawful or (B) had no reasonable
cause to believe the individual's conduct was unlawful. The First Indiana
Corporation bylaws contain a provision substantially identical to this IBCL
provision. The IBCL also permits a corporation to pay for or reimburse
reasonable expenses incurred before the final disposition of the proceeding and
permits a court of competent jurisdiction to order a corporation to indemnify a
director or officer if the court determines that the person is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the person met the standards for indemnification
otherwise provided in the IBCL.
First Indiana Corporation has in effect a policy of liability insurance
covering its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3 Articles of Incorporation and Bylaws of First Indiana Corporation,
incorporated by reference to Exhibit 3(a) to First Indiana
Corporation's Annual Report on Form 10-K for the year ended December
31, 1999.
5 Opinion and consent of Bose McKinney & Evans LLP regarding the legality
of the securities being registered, incorporated by reference to
Exhibit 5 to First Indiana Corporation's Registration Statement on Form
S-4, File No. 333-39926, as amended (the "Registration Statement").
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23 Consent of KPMG LLP.
24 Powers of Attorney, incorporated by reference to Exhibit 24 to the
Registration Statement.
Item 9. Undertakings.
A. 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. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(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 (A)(1)(i) and (A)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section13 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) If the registrant is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial
statements required by Rule 3-19 to Regulation S-X at the start of any
delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of
the Act need not be furnished, provided that the registrant includes in
the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (A)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be filed to
include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of Regulation S-X if such financial
statements and information are 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 Form F-3.
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B. The undersigned registrant hereby undertakes 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
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.
C. 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 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, 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 Indianapolis, Indiana, on January 18, 2001.
FIRST INDIANA CORPORATION
By: /s/ Robert H. McKinney
------------------------------------
Robert H. McKinney
Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on January 18, 2001, by the following
persons in the capacities indicated.
Signature Title
/s/ Robert H. McKinney
--------------------------
Robert H. McKinney Director and Chairman
Marni McKinney*
------------------------
Marni McKinney Director, Vice Chairman and Chief Executive Officer
(Principal Executive Officer)
Owen B. Melton, Jr.*
------------------------
Owen B. Melton, Jr. Director, President and Chief Operating Officer
Gerald L. Bepko*
------------------------
Gerald L. Bepko Director
Andrew Jacobs, Jr.*
------------------------
Andrew Jacobs, Jr. Director
Robert J. Laikin*
------------------------
Robert J. Laikin Director
Phyllis W. Minott*
------------------------
Phyllis W. Minott Director
Michael L. Smith*
------------------------
Michael L. Smith Director
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<PAGE>
John W. Wynne*
------------------------
John W. Wynne Director
William J. Brunner*
------------------------
William J. Brunner Vice President and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
*By: /s/ Robert H. McKinney
---------------------------------
Attorney-in-Fact
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