As filed with the Securities and Exchange Commission on September 5, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
PEOPLES BANCORP
(Exact name of Registrant as specified in its charter)
Indiana 35-1811284
(State of incorporation) (I.R.S. Employer Identification No.)
212 West 7th Street
Auburn, Indiana 46706
(Address of principal executive offices)
Three Rivers Financial Corporation Stock Option and Incentive Plan
(as assumed by Peoples Bancorp) and the 1998 Peoples Bancorp
Stock Option and Incentive Plan
(Full title of the Plans)
Mr. Maurice F. Winkler, III
President, Chief Executive Officer, and Chief Operating Officer
PEOPLES BANCORP
212 West 7th Street
Auburn, Indiana 46706
(219) 925-2500
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Edward L. Lublin
Manatt, Phelps & Phillips, LLP
1501 M Street N.W., Suite 700
Washington, D.C. 20005-1702
(202) 463-4300
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CALCULATION OF REGISTRATION FEE
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<TABLE>
Proposed Maximum Proposed Maximum
Title of Securities to be Registered Maximum Amount to be Offering Price Per Aggregate Offering Amount of
Registered (1) Share Price (3) Registration Fee
---------------------------------------- ---------------------- ---------------------- ---------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 170,000 shares $2,529,600.00 (2) $ ___________ $ 667.81
Common Stock, $1.00 par value 123,912 shares $1,749,637.40 (2) $1,749,637.40 $ 461.90
TOTAL 293,912 shares $4,279,237.40 $ ___________ $1,129.71
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being
registered pursuant to this Registration Statement by reason of any
stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of
Common Stock.
(2) Under Rule 457(h) of the Securities Act of 1933, as amended, the
registration fee may be calculated, inter alia, based upon the price at
which stock options may be exercised. An aggregate of 293,912 shares
are being registered hereby, of which 123,912 shares are under option
at a weighted average exercise price of $14.12 per share ($1,749,637.40
in the aggregate). The remaining 170,000 shares not under option are
being registered based upon the average of the high and low selling
prices of the Registrant's common stock as reported on the Nasdaq
National Market on August 21, 2000, of $14.88 per share
($2,529,600 in the aggregate), for a total offering of
$4,279,237.40.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, solely for the purpose of calculating the
registration fee, based on the average of the high and low selling
prices per share of Registrant's Common Stock on August 21, 2000 as
reported by the Nasdaq National Market.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information. *
*This Registration Statement relates to the registration of 293,912
shares of Peoples Bancorp (the "Company" or "Registrant") common stock, $1.00
par value per share (the "Common Stock") issuable to employees, officers and
directors of the Registrant of its subsidiaries as compensation for services in
accordance with the Registrant's 1998 Stock Option and Incentive Plan (the
"Plan") under which 293,912 shares are issuable. Documents containing the
information required by Part I of this Registration Statement will be sent or
given to participants in the Plan as specified by Rule 428(b)(1). Such documents
are not filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424, in reliance on Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference:
(a) The Registrant's prospectus filed on January 7, 2000 pursuant
to Rule 424(b) of the Securities Act, as amended, in
connection with its Registration Statement on Form S-4 (File
No. 333-92335), which contains audited financial statements
for the Registrant's latest fiscal year for which statements
have been filed.
(b) The Registrant's Form 10-K for the fiscal year ended September
30, 1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
<PAGE>
Registrant's bylaws provide that Registrant shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action suit, or proceeding, whether civil, criminal,
administrative, or investigative because such person is or was a director,
officer, or employee or agent of Registrant or any predecessor. Under the terms
of Registrant's Bylaws, this indemnification also will be provided to any person
who is or was serving at the request of Registrant or any predecessor as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise. Registrant's Bylaws provide for
indemnification to the fullest extent permitted bylaw. The rights of
indemnification provided in Registrant's Bylaws are not exclusive of any other
rights which may be available under Indiana law, any insurance or other
agreement, by vote of stockholders or disinterested directors, or otherwise.
To the extent that indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
Registrant, pursuant to the foregoing provisions or otherwise, Registrant
understands that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. If a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or paid
by a director, officer or controlling person of 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,
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 a public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Registrant's Articles of Incorporation (incorporated herein by
reference to the Exhibit bearing the same name in the
Registrant's Registration Statement on Form S-4, File No.
33-37343, originally filed with the commission on October 17,
1990 (the "Form S-4").
4.2 Registrant's Restated Bylaws (incorporated by reference to the
Exhibit bearing the same name in the Form S-4).
4.3 Registrant's specimen stock certificate.
4.5 Registrant's 1998 Stock Option and Incentive Plan(incorporated
herein by reference to Exhibit 10.7 of the Registrant's Form
S-4 filed with the commission on December 8, 1999).
4.6 Three Rivers Financial Corporation Stock Option and Incentive
Plan (as assumed by the Registrant).
<PAGE>
5.1 Opinion of Manatt, Phelps & Phillips, LLP.
23.1 Consent of Manatt, Phelps & Phillips, LLP
(included in Exhibit 5.1).
23.2 Consent of Olive LLP
24.1 Power of Attorney (see signature page).
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 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.
(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; and
(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, 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 Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.
(2) that, for purposes 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.
(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
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be initial bona fide offering thereof.
<PAGE>
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) 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 indemnification provisions summarized
in Item 6 or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 hereunder, the Registrant
will, unless in the opinion of its counsel the question has already been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 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 Auburn, State of Indiana, on this 21st day of
August, 2000.
PEOPLES BANCORP
By: Maurice F. Winkler, III
President, Chief Executive Officer,
and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Maurice F. Winkler, III and Deborah K.
Stanger, jointly and severally, his or her attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him or her and in his or
her name, place or stead, in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file such amendments, together
with exhibits and other documents in connection therewith, with the Securities
and Exchange Commission, granting to each attorney-in-fact and agent, 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 as he might or could do
in person, and ratifying and confirming all that the attorneys-in-fact and
agents, or his substitute or 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 and on the dates indicated.
Signature Title Date
--------- ----- ----
Roger J. Wertenberger Chairman of the Board August 21, 2000
Maurice F. Winkler III President, Chief Executive Officer, August 21, 2000
Chief Operating Officer
(principal executive officer)
Deborah K. Stanger Vice President and Chief August 21, 2000
Financial Officer
(principal financial and accounting
officer)
John C. Harvey Director August 21, 2000
Bryce S. Holwerda Director August 21, 2000
Douglas D. Marsh Director August 21, 2000
John C. Thrapp Director August 21, 2000
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
4.1 Registrant's Articles of Incorporation (incorporated herein by
reference to the Exhibit bearing the same name in the
Registrant's Registration Statement on Form S-4, File No.
33-37343, originally filed with the commission on October 17,
1990 (the "Form S-4").
4.2 Registrant's Restated Bylaws (incorporated by reference to the
Exhibit bearing the same name in the Form S-4).
4.3 Registrant's specimen stock certificate.
4.5 Registrant's 1998 Stock Option and Incentive Plan(incorporated
herein by reference to Exhibit 10.7 of the Registrant's Form
S-4 filed with the commission on December 8, 1999).
4.6 Three Rivers Financial Corporation Stock Option and Incentive
Plan (as assumed by the Registrant).
5.1 Opinion of Manatt, Phelps & Phillips, LLP.
23.1 Consent of Manatt, Phelps & Phillips, LLP
(included in Exhibit 5.1).
23.2 Consent of Olive LLP
24.1 Power of Attorney (see signature page).
<PAGE>
EXHIBIT 5.1
September 5, 2000
Peoples Bancorp
212 West 7th Street
Auburn, Indiana 46706
Re: Peoples Bancorp -- Registration Statement on Form S-8 for Offering of
an Aggregate of 293,912 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Peoples Bancorp, an Indiana corporation
(the "Company") in connection with the Registration Statement on Form S-8 to be
filed on August 24, 2000 (the "Registration Statement"), under the Securities
Act of 1933, as amended (the "Act"), covering 293,912 shares of the Company's
Common Stock, $1.00 par value (the "Shares"), consisting of 293,912 shares
authorized for issuance under the 1998 Peoples Bancorp Stock Option and
Incentive Plan and the Three Rivers Financial Corporation Stock Option and
Incentive Plan (as assumed by the Company) (collectively referred to herein as
the "Plans").
This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents, the corporate
proceedings taken by the Company in connection with the establishment and/or
assumption of the Plans and originals, or certified, conformed or reproduction
copies, of all such records, agreements, instruments and documents as we have
deemed relevant or necessary as the basis for the opinion hereinafter expressed.
In all such examinations, we have assumed the genuineness of all signatures on
original or certified copies and the conformity to original or certified copies
of all copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to such opinion, we have relied upon, and assumed the
accuracy of, certificates and oral or written statements and other information
of or from public officials, officers or representatives of the Company, and
others.
Based upon the foregoing review, we are of the opinion that the Shares,
when issued, delivered and paid for in accordance with the terms of the Plans
and the provisions of the option agreements or stock purchase rights duly
authorized under the Plans and the Registration Statement, will be duly
authorized and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any subsequent amendment thereto.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plans or the Shares.
Very truly yours,
/s/ Manatt, Phelps & Phillips, LLP
Manatt, Phelps & Phillips, LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Peoples Bancorp (Company) of our report dated October 21, 1999 on
the consolidated financial statements of the Company, which report is
incorporated by reference in the Company's Annual Report on Form 10-K for the
three years ended September 30, 1999 filed pursuant to the Securities Exchange
Act of 1934.
/s/Olive LLP
Indianapolis, Indiana
September 5, 2000
