As filed with the Securities and Exchange Commission on November 22, 1996
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIDELITY FEDERAL BANCORP
(Exact name of registrant as specified in its charter)
INDIANA 35-1894432
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
700 SOUTH GREEN RIVER ROAD, SUITE 2000,
EVANSVILLE, INDIANA 47715, (812) 469-2100
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
M. Brian Davis John W. Tanselle, Esq.
President and Chief Executive Officer Timothy M. Harden, Esq.
Fidelity Federal Bancorp Krieg DeVault Alexander & Capehart
700 S. Breen River Road, Suite 2000 One Indiana Square, Suite 2800
Evansville, Indiana 47715 Indianapolis, Indiana 46204-2017
(812) 469-2100 (317) 636-4341
(Agent for Service) (Copy to)
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________
Approximate date of commencement of the proposed sale of the securities
to the public:
From time to time after the effective date of this Registration Statement
as determined by market conditions.
_______________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis,and such securities satisfy all of the
eligibility requirements of Rule 415 under the Securities Act of
1933,other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
_________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
Title of each class Amount Proposed maximum Proposed maximum Amount of
of securities to be offering price aggregate offering registration
to be registered registered per unit (1) price (1) fee
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 110,000 $10.38 $1,141,800.00 $394.00
- ----------------------------------------------------------------------------------------
</TABLE>
(1) Estimated as of November 20, 1996 solely for the purpose of
calculating the registration fee pursuant to Rule 457(c).
___________________
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
CROSS REFERENCE SHEET
FOR
REGISTRATION STATEMENT ON FORM S-3 AND PROSPECTUS
ITEMS OF FORM S-3 HEADINGS IN PROSPECTUS
----------------- ----------------------
1. Forepart of Registration Statement Forepart of registration statement;
and Outside Front Cover Page of outside front cover page
Prospectus
2. Inside Front and Outside Back Inside front and outside back cover
Cover Pages of Prospectus pages of Prospectus
3. Summary Information, Risk Factors Summary of Prospectus;
and Ratio of Earnings to Fixed Incorporation of Certain Documents
Charges by Reference
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Security Holders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Incorporation of Certain Documents
Registered by Reference
10. Interests of Named Experts and Legal Matters
Counsel
Incorporation of Certain Documents
11. Material Changes by Reference
Incorporation of Certain Documents
12. Incorporation of Certain Information by Reference
by Reference
13. Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act
Liabilities
<PAGE>
PROSPECTUS OF FIDELITY FEDERAL BANCORP
110,000 Shares of Common Stock
This Prospectus relates to the offering by the selling security
holders (the "Selling Security Holders") of up to 110,000 shares of the
Common Stock ("Common Stock") of Fidelity Federal Bancorp (the
"Company"). The Selling Security Holders, directly or through agents,
dealers or underwriters designated by such Holders, may sell the Common
Stock from time to time on terms to be determined at the time of sale.
To the extent required, the names of the Selling Security Holders, the
respective purchase price and public offering price, the names of any
agent, dealer or underwriter, and the applicable commission or discount
with respect to a particular offer will be set forth in an accompanying
Prospectus Supplement or Pricing Supplement.
The Company will not receive any proceeds from this offering.
The aggregate proceeds to the Selling Security Holders will be the
purchase price of the Common Stock sold less the aggregate agents'
commissions and underwriters' discounts, if any. The Selling Security
Holders will pay all of the expenses of this offering. See "PLAN OF
DISTRIBUTION".
The Selling Security Holders and any broker-dealers, agents or
underwriters that participate with the Selling Security Holders in the
distribution of the Common Stock may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), and any commissions received by them and any profit
on the resale of the Common Stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. See
"PLAN OF DISTRIBUTION".
The Company is a savings and loan holding company organized
under Indiana law, and holds all of the outstanding common stock of
United Fidelity Bank, fsb, formerly Evansville Federal Savings Bank (the
"Savings Bank"), a federally- chartered stock savings bank, located in
Evansville, Indiana. The Company also owns all of the outstanding stock
of Village Securities Corporation, which is not presently active.
FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED, SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, ANY OTHER
GOVERNMENTAL AGENCY OR OTHERWISE.
The date of this Prospectus is November __, 1996.
-i-
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission ("Commission").
Such reports, proxy statements and other information can be inspected
and copied at prescribed rates at public reference facilities maintained
by the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024,
Washington, D.C. 20549, and at the Commission's regional offices located
at 75 Park Place, 14th Floor, New York, New York, 10007 and Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661-2511.
Copies of such material can also be obtained at prescribed rates from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with all amendments and exhibits, the
"Registration Statement") under the Securities Act with respect to the
securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to the Registration Statement, as
amended, including the exhibits filed or incorporated by reference as a
part thereof, which can be inspected and copied at the public reference
facilities maintained by the Commission at the addresses set forth
above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated by reference in this Prospectus and made a part
hereof are the following documents filed by the Company with the
Commission pursuant to the Exchange Act: (1) the Company's Annual
Report on Form 10-K for the year ended June 30, 1996 ("10-K"); (2) the
Company's Quarterly Report on Forms 10-Q for the quarter ended September
30, 1996; and (3) the description of the Company s Common Stock
contained in its Registration Statement on Form S-4 filed with the
Commission on August 9, 1993 pursuant to the Securities Act of 1933
(Commission File No. 33-67110), including any amendment or report filed
for the purpose of updating such description. All documents
subsequently filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Prospectus have been sold or which deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date such
documents are filed. Any statement contained herein or in a document
incorporated or deemed incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed
document which also is incorporated by reference here modifies or
supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
The Company will provide, without charge, to each person to whom
this Prospectus is delivered, on the written or oral request of any such
person, a copy of any or all of the information incorporated herein by
reference other than exhibits to such information (unless such exhibits
are specifically incorporated by reference into such information).
Written or oral requests should be directed to Fidelity Federal Bancorp,
700 S. Green River Road, Suite 2000, Evansville, Indiana 47715,
Attention: Donald R. Neel, Treasurer, telephone (812) 469-2100.
___________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER
THAN THE REGISTERED SECURITIES TO WHICH THIS PROSPECTUS RELATES OR AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY TO ANY PERSON IN ANY
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS AT ANY TIME, NOR
ANY OFFER OR SOLICITATION MADE HEREUNDER, SHALL UNDER ANY CIRCUMSTANCES
CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
-ii-
<PAGE>
TABLE OF CONTENTS
-----------------
TITLE PAGE
----- ----
SUMMARY OF PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . 1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SELLING SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . . 3
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . 4
TRANSFER AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
iii
<PAGE>
SUMMARY OF PROSPECTUS
The following summary does not purport to be complete and is
qualified in its entirety by the more detailed information and financial
statements appearing elsewhere, or incorporated by reference, in this
Prospectus.
THE COMPANY: The Company is a corporation organized under
the laws of the State of Indiana and is a
registered savings and loan holding company,
with its principal office in Evansville,
Indiana. The Company was incorporated on July
30, 1993, primarily for the purpose of
becoming a savings and loan holding company
for the Savings Bank, a federally-chartered
stock savings bank. The Savings Bank has five
wholly-owned subsidiaries. One subsidiary is
engaged in the insurance business, one is a
mortgage banking company involved in the
financing of real estate, and three are
engaged in real estate related operations. The
Office of Thrift Supervision ("OTS") approved
the acquisition of the Savings Bank by the
Company on October 7, 1993, and the
acquisition was completed on November 8, 1993.
The Company also has another wholly-owned
subsidiary, Village Securities Corporation,
which is presently inactive. See "THE
COMPANY".
THE OFFERING: Up to 110,000 shares of Common Stock, no par
value, of the Company, held by the Selling
Security Holders.
TRADING MARKET: The Company's Common Stock is presently listed
on the NASDAQ National Market System under the
symbol "FFED".
PLAN OF DISTRIBUTION: The Selling Security Holders will pay all of
the expenses incident to the registration,
offering and sale of the Common Stock
including commissions and discounts of
underwriters, dealers or agents. See "PLAN OF
DISTRIBUTION".
RISK FACTORS
Dependence Upon Subsidiaries
- ----------------------------
The Company has limited operating history and its financial
condition and results of operations are dependent upon the successful
operation of its subsidiaries (the "Subsidiaries"). While the Company
does receive some income at the holding company level, such income would
not be sufficient to service the Company's indebtedness. The Company
is, therefore, dependent upon dividends, interest income, management
fees and other fees and income paid to it by the Subsidiaries. At the
present time, the Savings Bank may pay dividends in any calendar year
equal to the greater of (i) 100% of net income to date during the
calendar year plus the amount that would reduce its surplus capital
ratio by one- half, or (ii) 75% of net income for the previous four
quarters; provided, however, that the Savings Bank's ability to pay
dividends may be limited by the need to maintain adequate capital in the
Savings Bank and is subject to regulation by OTS, which could prohibit
such payment as, among other things, an unsafe and unsound banking
practice. The ability of the Savings Bank s subsidiaries to pay
dividends to the Savings Bank is limited, by state law, in the event
that such subsidiary would not be able to pay its debts as they become
due in the ordinary course of business or if its total assets would be
less than the sum of its total liabilities.
1
<PAGE>
Service Corporations
- --------------------
The Company has two wholly-owned subsidiaries, the Savings Bank
and Village Securities Corporation. The Savings Bank maintains four
offices in Evansville, Indiana.
The Savings Bank has five wholly-owned subsidiaries. Village
Insurance Corporation (formerly known as "EVSECO, Inc."), is an
insurance subsidiary engaged in the business of selling credit life
insurance, as well as accident and health insurance, to the Savings
Bank's loan customers. Fidelity Federal Capital Corporation ("FFCC")
is the real estate mortgage banking arm of the Savings Bank.
The remaining three subsidiaries, Village Housing Corporation,
Village Management Corporation, and Village Community Development
Corporation (the "Group"), are involved in various aspects of owning,
developing, building, renting, and managing affordable housing projects.
This activity is an extension of the Savings Bank's experience in
financing residential real estate. Village Housing Corporation serves
as the general partner in these affordable housing projects. Village
Management Corporation provides property management services to
multi-family apartment projects, and Village Community Development
Corporation provides construction and development services.
The Savings Bank also makes construction and permanent loans
(both separately and with participation from the Company and other
financial institutions) to the affordable housing projects (the "Project
Loans"). Under applicable regulations issued by the Office of Thrift
Supervision (the "OTS"), the Savings Bank's aggregate investment in the
capital stock or obligations of its service corporations (including all
loans, guarantees or take-out commitments for such loans to service
corporations) may not exceed three percent of the assets of the Savings
Bank (as defined in Section 545.74(d)(1) of the OTS regulations). In
addition, the Savings Bank, if it meets its applicable capital
requirement, may lend additional amounts to its service corporations in
an aggregate amount not to exceed fifty percent of the total capital (as
defined in Section 545.74(d)(2)(ii) of the OTS regulations) of the
Savings Bank.
The Group is involved in various aspects of financing,
developing, building, renting and managing predominantly affordable
housing units. To date, the Group's strategy has included those
developments which have tax credits pursuant to Section 42 of the
Internal Revenue Code (the "Code") and tax-exempt bond financed
developments. There are approximately twenty transactions currently
being considered for financing and/or development. However, there can
be no certainty as to the completion of any of the transactions or the
potential fee income to be recognized.
As to those completed developments where Village Housing
Corporation is the general partner, if a project is not operating in
compliance with the requirements of Code Section 42 and Section 142,
which provide certain tax credits for affordable housing projects, all
or a portion of the tax credits may be recaptured or the tax-exempt
status of the bonds may be forfeited. In this event, Village Housing
Corporation has agreed to reimburse limited partners if tax credits are
lost. Village Management Corporation provides the management services to
the projects, is familiar with the specific guidelines pursuant to these
sections of the Code, and does not anticipate that this event will ever
occur.
THE COMPANY
The Company was organized as an Indiana corporation on July 30,
1993, to acquire and hold all of the common stock of the Savings Bank
and is a registered unitary savings and loan holding company, with its
principal office in Evansville, Indiana.
The Savings Bank was originally chartered by the State of
Indiana in 1914 and then became a federally-chartered mutual savings and
loan association in 1936. In 1987, the Savings Bank converted from a
federally-chartered mutual association to a federally-chartered stock
savings bank through the issuance of common stock. The OTS approved the
acquisition of the Savings Bank by the Company on October 7, 1993. On
November 8, 1993, the effective date of the acquisition, the
shareholders of the Savings Bank became shareholders of the Company.
The Savings Bank is engaged in the business of obtaining funds in the
form of savings deposits and borrowings and investing such funds in
consumer installment loans, commercial loans and mortgage loans,
2
<PAGE>
primarily owner occupied one-to-four family homes located in and around
Evansville, Indiana and in certain portions of Central Indiana, and in
investment and money market securities. The Savings Bank also engages in
the business of owning, developing, building, renting, and managing
affordable housing projects through three of its wholly-owned service
corporations. See "SPECIAL CONSIDERATIONS -- Service Corporations". The
Savings Bank, through another wholly-owned service corporation, is
engaged in the business of selling credit life insurance, as well as
accident and health insurance, to the Savings Bank's loan customers. As
of September 30, 1996, the Company had consolidated assets of
$261,834,488, deposits of $181,196,575, and shareholders' equity of
$12,545,764. In addition to its main office located at 18 N.W. Fourth
Street, Evansville, Indiana 47706-1347, the Savings Bank also operates
three branches in Evansville.
In April, 1994, the Company organized its wholly-owned
subsidiary, FFCC, to be the mortgage banking arm of the Company in the
financing of real estate, including holding and placing debt and equity
interests in real estate. FFCC was transferred to the Savings Bank in
1996. In December, 1994, the Company organized Village Securities
Corporation as a wholly owned subsidiary but such corporation is not
presently active. The proposed activities of Village Securities
Corporation include full-service or discount brokerage services, private
placements of securities and other securities- related activities. At
the present time, management has not determined when, if ever, Village
Securities Corporation will begin providing such services.
The address of the principal executive office of the Company is
700 S. Green River Road, Suite 2000, Evansville, Indiana 47715 and its
telephone number is (812) 469-2100.
SELLING SECURITY HOLDERS
The following table provides the name of each Selling Security
Holder, the number of shares of Common Stock held by each, the number of
shares of Common Stock available to be offered hereunder for the Selling
Security Holders account, the anticipated ownership after the offering
and the relationship between the Selling Security Holder and the Company
within the past three years.
<TABLE>
<CAPTION>
Number of Number of Amount and % Beneficially
Name and Shares Shares Available Owned After Sale
positions held Beneficially for Offer of All Securities
Owned (1) Hereunder (1) Registered Hereunder
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Pedcor 344,507 110,000 234,507 8.6%
Investments, a
Limited
Liability
Company (2)
-----------------------------------------------------------------------------------------
</TABLE>
(1) The information contained in this column is based upon
information furnished to the Company by the individuals named
above as of November 13, 1996. The nature of beneficial
ownership for shares shown in this column represent sole or
shared voting and investment unless otherwise noted. At
November 15, 1996, the Company had 2,492,793 shares of Common
Stock outstanding.
(2) Number of shares includes 224,333 which Pedcor Investments, a
Limited Liability Company ("Pedcor") has the right to acquire
upon exercise of warrants acquired pursuant to the Company s
1994 and 1995 Rights Offerings. Pedcor is part of a group as
defined in Rule 13d-5 of the Commission consisting of Pedcor,
Bruce Cordingley, Denise Cordingley, Gerald Pedigo, Sara
Lentz, and Phillip Stoffregen. The above excludes any shares
held of record or beneficially by such individuals or shares
which individuals could acquire upon the exercise of options
or warrants. Bruce A. Cordingley, the Chairman of the Board
of Directors of the Company and the Savings Bank, is
President of and owns 47.6% of Pedcor.
3
<PAGE>
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from this offering.
The Common Stock may be sold from time to time to purchasers directly by
any of the Selling Security Holders. Alternatively, any of the Selling
Security Holders may from time to time offer the Common Stock through
underwriters, dealers or agents, who may receive compensation in the
form of underwriting discounts, concessions or commissions from the
Selling Security Holders and/or the purchasers of the Common Stock for
whom they may act as agent. The Selling Security Holders and any
underwriters, dealers or agents that participate in the distribution of
the Common Stock may be deemed to be underwriters, and any profit on the
sale of the Common Stock by them and any discounts, commissions or
concessions received by any such underwriters, dealers or agents might
be deemed to be underwriting discounts and commissions under the
Securities Act. At any time a particular offer of the Common Stock is
made, if required, a Prospectus Supplement or Pricing Supplement will be
distributed which will set forth the aggregate number of shares of the
Common Stock being offered and the terms of the offering, including the
name or names of any underwriters, dealers or agents, any discounts,
commissions and other items constituting compensation from the Selling
Security Holders and any discounts, commissions or concessions allowed
or reallowed or paid to dealers. To comply with certain states'
securities laws, if applicable, the Common Stock will be offered or sold
in such jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain states the Common Stock may not be
offered or sold unless they have been registered or qualified for sale
in such state or an exemption from registration or qualification is
available and is complied with.
The Common Stock may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed, or at
varying prices determined at the time of sale or at negotiated prices.
Such prices will be determined by the Selling Security Holders or by
agreement between the Selling Security Holders and underwriters or
dealers.
Under applicable rules and regulations under the Exchange Act,
any person engaged in a distribution of the Common Stock may not
simultaneously engage in market making activities with respect to such
Common Stock for a period of nine business days prior to the
commencement of such distribution. In addition to, and without limiting
the foregoing, each Selling Security Holder and any other person
participating in the distribution may be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including without limitation, Rules 10b-2, 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of any of the
Common Stock by the Selling Security Holders or any other person. All
of the foregoing may affect the marketability of the Common Stock and
any dealer's ability to engage in market making activities with respect
to the Common Stock.
TRANSFER AGENT
Fidelity Federal Bancorp is the transfer agent for its Common Stock.
LEGAL MATTERS
The legality of the Common Stock offered hereby has been passed
upon for the Company by Krieg DeVault Alexander & Capehart, One Indiana
Square, Suite 2800, Indianapolis, Indiana 46204.
EXPERTS
The consolidated financial statements of the Company and
subsidiaries, incorporated by reference in this Prospectus and appearing
in the Company's Annual Report on Form 10-K have been audited by Geo. S.
Olive & Co. LLC, independent certified public accountants, as indicated
in their report with respect thereto, which is incorporated herein by
reference, and has been so incorporated in reliance upon the authority
of said firm as experts in accounting and auditing.
4
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
- --------------------------------------
Item 14. Other Expenses Of Issuance and Distribution.
- ------------------------------------------------------
The following are actual or estimated expenses incurred or to be
incurred by the Registrant in connection with this offering:
Fees Amount*
---- -------
Filing Fee $ 394
Printing Expenses $ 1,000*
Legal Fees, Blue Sky Fees and
Expenses $ 10,000*
Accounting Fees and Expenses $ 1,000*
Miscellaneous Expenses $ 1,000*
Total $ 13,394*
==========
*Estimated
Item 15. Indemnification of Directors and Officers.
- ----------------------------------------------------
The Registrant's Articles of Incorporation provide that the
Registrant will indemnify any person who is or was a director or officer
of the Registrant or of any other corporation for which he is or was
serving in any capacity at the request of the Registrant against all
liability and expense that may be incurred in connection with any claim,
action, suit or proceeding with respect to which such director or
officer is wholly successful or acted in good faith in a manner he
reasonably believed to be in, or not opposed to, the best interests of
the Registrant or such other corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that
his conduct was unlawful. A director or officer of the Registrant is
entitled to be indemnified as a matter of right with respect to those
claims, actions, suits or proceedings in which he has been wholly
successful. In all other cases, such director or officer, shall be
entitled to indemnification as a matter of right unless (i) the director
or officer has breached or failed to perform his duties in compliance
with the standard of conduct set forth above and (ii) such breach or
failure to perform constituted willful misconduct or recklessness as
determined by the Board of Directors of the Registrant, a committee of
the Board of Directors, independent legal counsel, or a committee of
disinterested persons selected by the Board of Directors. The foregoing
is a summary of detailed provisions for indemnification found at Article
VI, Section 2 of the Articles of Incorporation of the Registrant,
incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended June 30, 1994.
Item 16. Exhibits.
- -------------------
The following exhibits are filed as part of this Registration
Statement:
Exhibit Number Exhibit
-------------- -------
3(a) Articles of Incorporation of the
Company (incorporated by reference to
the Company's Annual Report on Form
10-K for the year ended June 30, 1994)
and Amendment to Articles of
Incorporation dated December 1, 1994
(incorporated by reference to the
Company's Registration Statement on
Form S-3, File No. 33-87068, filed
with the Commission on December 5,
1994).
3(b) By-laws of the Company (incorporated
by reference to the Company's Annual
Report on Form 10-K for the year ended
June 30, 1994).
1
<PAGE>
5 Opinion of Krieg DeVault Alexander &
Capehart re: legality (incorporated by
reference to the Company's
Registration Statement on Form S-4,
File No. 33-67110, filed with the
Commission on August 9, 1993).
23(a) Consent of Krieg DeVault Alexander &
Capehart (included in Exhibit 5).
23(b) Consent of Geo. S. Olive & Co., LLC.
24 Powers of Attorney (included on the
signature page of Part II of the
Registration Statement).
Item 17. Undertakings.
- -----------------------
The undersigned Registrant hereby undertakes as follows:
(a) (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; 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 (a)(1)(i) or (ii) shall be
deemed to be satisfied if the information required to be
included in a post-effective amendment by (a)(1)(i) or
(ii) is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that are
incorporated by reference herein.
(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.
(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 that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement
relating to the securities offering 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 provisions of the Registrant's
Articles of Incorporation or Bylaws, 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
2
<PAGE>
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.
3
<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-3 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Evansville, State
of Indiana on November 20, 1996.
FIDELITY FEDERAL BANCORP
(Registrant)
By: /s/ M. Brian Davis
-------------------------
M. Brian Davis, President
POWER OF ATTORNEY
Each person signing below hereby appoints M. Brian Davis and
Donald R. Neel, or either of them, as his or her attorney-in-fact to
execute and file such amendments to this Registration Statement as such
attorney-in-fact may deem appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below as of November 20, 1996.
Signature Capacity
- --------- --------
/s/ M. Brian Davis Director, President and CEO
- ---------------------------------- (Principal Executive Officer)
M. Brian Davis
/s/ Donald R. Neel Treasurer (Chief Financial and
- ---------------------------------- Principal Accounting Officer)
Donald R. Neel
/s/ Curt. J. Angermeier Director
- ----------------------------------
Curt J. Angermeier
/s/ William R. Baugh Director
- ----------------------------------
William R. Baugh
/s/ Bruce A. Cordingley Chairman of the Board of Directors
- ----------------------------------
Bruce A. Cordingley
/s/ John R. Cunningham Director and Secretary
- ----------------------------------
John R. Cunningham
/s/ Robert F. Doerter Director
- ----------------------------------
Robert F. Doerter
/s/ David L. Maraman Director
- ----------------------------------
David L. Maraman
Director
- ----------------------------------
Mark A. Mattingly
/s/ Barry A. Schnakenburg Director
- ----------------------------------
Barry A. Schnakenburg
4
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit Page
------------- ------- ----
3(a) Articles of Incorporation of the Company
(incorporated by reference to the
Company's Annual Report on Form 10-K for
the year ended June 30, 1995).
3(b) By-laws of the Company (incorporated by
reference to the Company's Annual Report
on Form 10-K for the year ended June 30,
1994).
5 Opinion of Krieg DeVault Alexander &
Capehart re: legality (incorporated by
reference to the Company's Registration
Statement on Form S-4, File No. 33-67110,
filed with the Commission on August 9,
1993).
23 (a) Consent of Krieg DeVault Alexander &
Capehart (included in Exhibit 5).
23 (b) Consent of Geo. S. Olive & Co., LLC.
24 Powers of Attorney (included on the
signature page of Part II of the
Registration Statement).
SS-92001-2
Exhibit 23(b)
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the Registration
Statement of Fidelity Federal Bancorp on Form S-3 of our report dated
July 16, 1996, on the financial statements of Fidelity Federal Bancorp
appearing in the Annual Report on Form 10-K for the year ended June 30,
1996 and to the reference to us under the heading "Experts" in such
Registration Statement.
Geo. S. Olive & Co. LLC
Evansville, Indiana
November 20, 1996
