Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
1ST BANCORP
(Exact name of Registrant as specified in its charter)
Indiana 35-1775411
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 North Third Street
Vincennes, Indiana 47591
(Address of Principal Executive Offices) (Zip Code)
1ST BANCORP 1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
FRANK D. BARACANI Copy to:
President and Chief Executive Officer CLAUDIA V. SWHIER, ESQ.
1ST BANCORP Barnes & Thornburg
101 North Third Street 1313 Merchants Bank Building
Vincennes, Indiana 47591 11 S. Meridian Street
(Name and address of agent for service) Indianapolis, Indiana 46204
(Telephone number, including area code, of agent for service)
(812) 882-4528
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of
to be to be price per offering registration
registered registered share(1) price(1) fee
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Common Stock,
$1.00 par value 15,000 $30.875 $463,875 $159.70
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(1) Estimated solely to determine the registration fee and based on the
average of the high and low sales prices per share of Common Stock of 1ST
BANCORP on September 25, 1996, pursuant to Rule 457(c) and (h).
(2) Any additional shares of Common Stock to be issued as a result of stock
dividends, stock splits, or similar transactions shall be covered by this
Registration Statement as provided in Rule 416.
Page 1 of 8 Pages
Exhibit Index on Page 6
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Document(s) containing information specified by Part I of this Form S-8
Registration Statement ("Registration Statement") will be sent or given to
participants in the 1ST BANCORP 1997 Employee Stock Purchase Plan (the "Plan")
as specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"). Such document(s) are not being filed with the Commission but
constitute (along with the documents incorporated by reference in the
Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that
meets the requirements of Section 10(a) of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this
Registration Statement:
(1) The annual report on Form 10-K of 1ST BANCORP (the "Registrant") for
the year ended June 30, 1996;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") by the Registrant
since June 30, 1996; and
(3) The description of the capital stock of the Registrant contained in the
Registrant's Registration Statement on Form 8-B, which was filed with
the Commission on August 7, 1989, and all amendments or reports filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act prior to the
filing of a post-effective amendment that indicates that all shares offered
hereby have been sold or that deregisters all shares then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part thereof from the date they are filed.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VI, Section 6.1 of the Registrant's By Laws provides for the
indemnification of the Registrant's officers, directors, employees and agents
against expenses (including attorneys fees), judgments, settlements, penalties
and fines actually and reasonably incurred by them in connection with any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which they are made parties to the full extent authorized by
applicable law. Such law authorizes the indemnification of the Registrant's
officers and directors against expenses, judgments, settlements, penalties and
fines that may be incurred by them in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein, to which they are
made parties if they acted in good faith and in a manner they reasonably
believed, in the case of conduct in their official capacity, was in the best
interest of the Registrant and, in all other cases, was not opposed to the best
interests of the Registrant and, with respect to any criminal action or
proceeding, they either had reasonable cause to believe their conduct was lawful
or no reasonable cause to believe their conduct was unlawful. Such
indemnification is required in cases where the directors or officers are
successful, on the merits or otherwise, in the defense of any claim, issue or
matter.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits furnished with this registration statement are listed on
page E-1.
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 1933 Act; (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 (provided that 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 a
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 on 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 clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated by reference in the Registration Statement; (2) that, for the
purpose of determining any liability under the 1933 Act, 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; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered that remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 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.
(c) Insofar as indemnification for liabilities arising under the 1933 Act 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 1933 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 1933 Act
and will be governed by the final adjudication of such issue.
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vincennes, and the State of Indiana, on this 26th day
of September, 1996.
1ST BANCORP
By /s/ Frank D. Baracani
Frank D. Baracani
President
Each person whose signature appears below hereby constitutes and appoints
Frank D. Baracani and Mary Lynn Stenftenagel, and each of them, his or her true
and lawful attorney-in-fact and agent, 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 (including post-effective
amendments) to this Registration Statement on Form S-8 and to file the same,
with all exhibits thereto, and other 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 below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
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(1) Principal Executive Officers:
/s/ C. James McCormick Chairman and Chief )
C. James McCormick Executive Officer )
)
)
/s/ Frank D. Baracani President )
Frank D. Baracani )
)
(2) Principal Financial and )
Accounting Officer: )
)
)
/s/ Mary Lynn Stenftenagel Secretary - )
Mary Lynn Stenftenagel Treasurer ) September 26, 1996
)
(3) A Majority of the Board )
of Directors )
)
)
/s/ R. William Ballard Director )
R. William Ballard )
)
)
/s/ Frank D. Baracani Director )
Frank D. Baracani )
)
)
/s/ Donald G. Bell Director )
Donald G. Bell )
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)
)
/s/ James W. Bobe Director )
James W. Bobe )
)
)
/s/ Ruth Mix Carnahan Director )
Ruth Mix Carnahan )
)
)
/s/ C. James McCormick Chairman )
C. James McCormick )
)
)
/s/ Rahmi Soyugenc Director ) September 26, 1996
Rahmi Soyugenc )
)
)
/s/ Mary Lynn Stenftenagel Director )
Mary Lynn Stenftenagel )
)
)
/s/ John J. Summers Director )
John J. Summers )
<PAGE>
INDEX TO EXHIBITS
Page No.
In
This
Exhibit No. Description Filing
4.1 Articles of Incorporation of the Registrant are *
incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-4
(Registration No. 33-24587), filed with the Securities
and Exchange Commission on September 28, 1988.
4.2 By-Laws of the Registrant are incorporated by reference *
to Exhibit 3b of the Registrant's Form 10-K for the year
ended June 30, 1994.
5 Opinion of Barnes & Thornburg as to the legality of the
securities being registered.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Barnes & Thornburg (included as part of
Exhibit 5).
24 Power of Attorney (set forth on page S-1 of this
Registration Statement).
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(*) Previously filed with the SEC and by this reference incorporated into
this Registration Statement.
Exhibit 5
September 26, 1996
1ST BANCORP
Third & Busseron Streets
Post Office Box 1417
Vincennes, Indiana 47591
Ladies and Gentlemen :
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of 1ST BANCORP (the
"Corporation"), relating to the offer and sale of 15,000 shares of the Common
Stock, par value $1.00 per share, of the Corporation ("Common Stock"), under the
1ST BANCORP 1997 Employee Stock Purchase Plan (the "Plan"). In connection with
your request, we have made such examination of the corporate records and
proceedings of the Corporation and considered such questions of law and taken
such further action as we deemed necessary or appropriate to enable us to render
this opinion.
Based upon such examination, we are of the opinion that when the Common
Stock has been issued and sold and the purchase price thereof has been paid, as
contemplated by the Plan and as described in the Registration Statement, as the
same may be amended, and when the steps set forth in the next paragraph have
been taken, the Common Stock will be legally issued, fully paid and
nonassessable.
The steps to be taken which are referred to in the next preceding
paragraph consist of the following:
(1) compliance with the Securities Act of 1933, as
amended, and with applicable state securities laws,
with respect to the issuance and sale of the Common
Stock under the Plan; and
(2) issuance and sale of the Common Stock in accordance
with the terms and conditions set forth in the Plan
and the Registration Statement, as amended from time
to time.
Sincerely yours,
BARNES & THORNBURG
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
1ST BANCORP on Form S-8 of our report dated July 22, 1996, appearing in the
Annual Report of 1ST BANCORP on Form 10-K for the year ended June 30, 1996,
filed with the Securities and Exchange Commission.
KPMG PEAT MARWICK LLP
Indianapolis, Indiana
September 27, 1996
