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As filed with the Securities and Exchange Commission on January 16, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTHEAST INDIANA BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 35-1948594
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
648 North Jefferson Street, Huntington, Indiana 46750
(Address of principal executive offices) (Zip Code)
NORTHEAST INDIANA BANCORP, INC.
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
AND TRUST
(Full title of the plan)
Jeffrey M. Werthan, P.C.
Gary A. Lax, P.C.
Craig M. Scheer, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1100 New York Ave., N.W.
Washington, D.C. 20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock, $.01
par value 50,000 shares(1) $21.00(2) $1,050,000(2) $319(2)
Interests in
Savings Plan(3) N/A(3) N/A N/A N/A(3)
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=====================
(1) Estimated maximum aggregate number of shares of Northeast Indiana Bancorp, Inc.
("Company") common stock purchasable with employee and employer contributions under
the Plan during the next 36 months.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of calculating the
registration fee at $21.00 per share, which was the average of the high and low
prices of the Company common stock on January 14, 1998, as reported on the Nasdaq
Stock Market.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein. In
accordance with Rule 457(h)(2) no separate fee calculation is made for plan
interests.
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PAGE
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Northeast Indiana Bancorp,
Inc. Employees' Savings & Profit Sharing Plan and Trust (the "Plan") as
specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Securities Act").
Such document(s) are not being filed with the Commission but (together
with the documents incorporated by reference in the Registration Statement
pursuant to Item 3 of Part II hereof) constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
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The following documents previously or concurrently filed with the
Commission by Northeast Indiana Bancorp, Inc. (the "Company") are hereby
incorporated by reference into this Registration Statement and the
Prospectus to which this Registration Statement relates (the "Prospectus"),
which Prospectus has been or will be delivered to the participants in the
Plan covered by this Registration Statement:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996 (File No. 0-26012) filed pursuant to
Rule 13a-1 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) all other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report referred to above; and
(c) the description of the Common Stock of the Company contained in
the Company's Registration Statement on Form 8-A (File No. 0-
26012) filed on May 5, 1995 and all amendments or reports filed
for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, after the date
hereof, and 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
incorporated by reference in this Registration Statement and the Prospectus
and to be a part hereof and thereof from the date of the filing of such
documents. Any statement contained in the documents incorporated, or
deemed to be incorporated, by reference herein or therein shall be deemed
to be modified or superseded for purposes of this Registration Statement
and the Prospectus to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is
deemed to be, incorporated by reference herein or therein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement and the Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically
incorporated by reference to the information that is incorporated).
Requests should be directed to DeEtta L. Hinthorn, Secretary, Northeast
Indiana Bancorp, Inc., 648 North Jefferson Street, Huntington, Indiana
46750, telephone number (219) 356-3311.
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All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information,
including financial statements, appearing in the documents incorporated
herein or therein by reference.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
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Article ELEVENTH of the Company's Certificate of Incorporation
provides for indemnification of directors and officers of the Registrant
against any and all liabilities, judgments, fines, and reasonable
settlements, costs, expenses and attorneys' fees incurred in any actual,
threatened, or potential proceeding, except to the extent that such
indemnification is limited by Delaware law and such law cannot be varied by
contract or bylaw. Article ELEVENTH also provides for the authority to
purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under
certain circumstances to directors and officers, when made, or threatened
to be made, parties to certain proceedings by reason of such status with
the corporation, against judgments, fines, settlements, and expenses,
including attorneys' fees. In addition, under certain circumstances such
persons may be indemnified against expenses actually and reasonably
incurred in defense of a proceeding by or on behalf of the corporation.
Similarly, the corporation, under certain circumstances, is authorized to
indemnify directors and officers of other corporations or enterprises who
are serving as such at the request of the corporation, when such persons
are made, or threatened to be made, parties to certain proceedings by
reason of such status, against judgments, fines, settlements, and expenses,
including attorneys' fees; and under certain circumstances, such persons
may be indemnified against expenses actually and reasonably incurred in
connection with the defense or settlement of a proceeding by or in the
right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation or other corporation or enterprise, as
appropriate, (iii) with respect to a criminal proceeding, had no reasonable
cause to believe his conduct was unlawful, and (iv) was not adjudged to be
liable to the corporation or other corporation or enterprise (unless the
court where the proceeding was brought determines that such person is
fairly and reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only following
a determination that such indemnification is permissible because the person
being indemnified has met the requisite standard of conduct. Such
determination may be made (i) by the corporation's board of directors by
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a majority vote of a quorum consisting of directors not at the time parties
to such proceeding; or (ii) if such a quorum cannot be obtained or the
quorum so directs, then by independent legal counsel in a written opinion;
or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and officers
in defending a proceeding to be paid by the corporation in advance of the
final disposition of such proceeding upon the receipt of an undertaking by
the director or officer to repay such amount if it is ultimately determined
that he is not entitled to be indemnified by the corporation against such
expenses.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Regulation
S-B Reference to Prior
Exhibit Filing or Exhibit
Number Document Number Attached Hereto
- ---------- ----------------------------- ----------------------
4.1 Specimen Form of Common Stock *
Certificate of Northeast
Indiana Bancorp, Inc.
4.2 Certificate of Incorporation *
of Northeast Indiana Bancorp, Inc.
4.3 Bylaws of Northeast Indiana
Bancorp, Inc. *
5 Opinion of Silver, Freedman & Taff, Attached as Exhibit 5
L.L.P.
23.1 Consent of Silver, Freedman & Taff, Contained in Exhibit 5
L.L.P.
23.2 Consent of Crowe, Chizek & Attached as Exhibit 23.2
Company, LLP
24 Power of Attorney Contained in Signature
Page
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* Filed as exhibits to the Registrant's Registration Statement on Form
S-1 (File No. 33-90558) filed with the Commission on March 23, 1995
pursuant to Section 5 of the Securities Act of 1933. All of such
previously filed documents are hereby incorporated herein by
reference in accordance with Item 601 of Regulation S-B.
The Registrant hereby undertakes that it will submit or has submitted
the Plan and any amendment thereto to the Internal Revenue Service (the
"IRS") in a timely manner and has made or
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will make all changes required by the IRS in order to qualify the Plan
under Section 401 of the Internal Revenue Code of 1986, as amended.
Item 9. Undertakings.
(a) Except as otherwise provided in Item 512(a)(1) of Regulation S-K,
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.
(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
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 of expenses incurred or paid
by a director, officer, or controlling person 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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<PAGE> SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Huntington, State of Indiana, on January 16, 1998.
NORTHEAST INDIANA BANCORP, INC.
By:/s/ STEPHEN E. ZAHN
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STEPHEN E. ZAHN, Chairman of the Board,
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen E. Zahn and Darrell E.
Blocker his true and lawful attorneys-in-fact and agents, with full powers
of substitution and re-substitution, for him and in his name, place, and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
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, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all said attorneys-in-fact and agents or their
substitutes or substitute may lawfully do or cause to be done by virtue
hereof.
II-5
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 date indicated.
By:/S/ STEPHEN E. ZAHN By:
- -------------------------------- ----------------------------
Stephen E. Zahn, Chairman of the Dan L. Stephan, Director
Board, President, and
Chief Executive Officer
(Principal Executive Officer)
Date:January 16, 1998 Date:
- -------------------------------- -----------------------------
By: /s/ J. DAVID CARNES
- --------------------------------- By:--------------------------
J. David Carnes, Director Randall C. Rider, Director
Date:January 16, 1998 Date:
- --------------------------------- -----------------------------
By: /s/ SAMUEL PRESTON, JR.
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Samuel Preston, Jr., Director
Date:January 16, 1998
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By:/s/ DARRELL E. BLOCKER,
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Darrell E. Blocker, Senior Vice
President, Treasurer and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
Date:January 16, 1998
- ---------------------------------
II-6
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Huntington,
State of Indiana, on January 16, 1998.
NORTHEAST INDIANA BANCORP, INC.
EMPLOYEES' SAVINGS & PROFIT
SHARING PLAN AND TRUST
FIRST FEDERAL SAVINGS BANK,
PLAN ADMINISTRATOR
By: /s/ DEE ANN HAMMEL
----------------------
Name:DEE ANN HAMMEL
Senior Vice President
II-7
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<PAGE>
[LETTERHEAD OF SILVER, FREEDMAN & TAFF, L.L.P.]
January 15, 1998
Board of Directors
Northeast Indiana Bancorp, Inc.
648 North Jefferson Street
Huntington, Indiana 46750
Gentlemen:
We have acted as counsel to Northeast Indiana Bancorp, Inc. (the
"Company") in connection with the preparation and filing with the
Securities and Exchange Commission of a registration statement on Form S-8
under the Securities Act of 1933 (the "Registration Statement") relating to
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), to be offered pursuant to the Northeast Indiana Bancorp, Inc.
Employees' Savings & Profit Sharing Plan and Trust (the "Plan") and related
interests in the Plan.
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan and related
documents, the Company's Certificate of Incorporation, Bylaws, resolutions
of its Board of Directors and such other documents and corporate records as
we have deemed appropriate for the purpose of giving this opinion.
Based upon the foregoing, it is our opinion that the shares of Common
Stock and interests in the Plan covered by the Registration Statement will,
when sold, be legally issued, fully paid and non-assessable.
We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement on Form S-8. 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 of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ SILVER, FREEDMAN & TAFF, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
.
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report on the financial statements of
Northeast Indiana Bancorp, Inc. (the "Company") included in the Annual
Report on Form 10-KSB of Northeast Indiana Bancorp, Inc. for the year ended
December 31, 1996.
/S/ CROWE CHIZEK AND COMPANY LLP
CROWE CHIZEK AND COMPANY LLP
South Bend, Indiana
January 16, 1998
