Registration No.
-----------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
1st SOURCE CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 35-1068133
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 North Michigan Street, South Bend, Indiana 46601
(Address of Principal Executive Offices)
1st SOURCE CORPORATION 2001 STOCK OPTION PLAN
(Full title of the plan)
Larry E. Lentych
1st Source Corporation
100 North Michigan Street
South Bend, Indiana 46601
(Name and address of agent for service)
(219) 235-2702
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Class Maximum Maximum
of Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
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Common Stock,
without par value 2,000,000 Shares(2) $21.505 (3) $43,010,000.00 (3) $10,753.00
(1) Calculated pursuant to Rule 457(c) and (h), on June 22, 2001, the
average of the high and low price of the registrant's Common Stock on
the NASDAQ National Market System was $21.505.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the "Securities Act"), this registration statement also covers an
indeterminate number of additional shares as may be authorized in the
event of an adjustment as a result of an increase in the number of
issued shares of Common Stock resulting from the payment of stock
dividends or stock splits or certain other capital adjustments.
(3) Estimated solely for the purpose of calculating the registration fee.
PART II
Item 3. Incorporation of Documents by Reference.
The following information heretofore filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), is incorporated herein by reference:
(a) The registrant's latest Annual Report on form 10-K.
(b) All other reports filed 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 in (a) above.
(c) The information set forth under the caption "Description of
Registrant's Securities to be Registered" in the registrant's
Registration Statement on Form S-2, Reg. No. 33-9087, dated December
16, 1986, including any amendments or reports filed for the purpose of
updating that description.
All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement and
before the filing of a post-effective amendment indicating that all securities
offered under the Plan have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of those
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.
The Indiana Business Corporation Law (Section 23-1-37) grants to each
corporation the power to advance reasonable expenses and to indemnify its
directors, officers, employees or agents against judgments, settlements,
penalties, fines and reasonable expenses incurred in certain proceedings,
provided, that an appropriate determination is made that the person acted in
good faith and reasonably believed, if acting in official capacity, that he
acted in the Company's best interests. Furthermore, unless the Company's
articles of incorporation provide otherwise, a corporation must indemnify any
director or officer against reasonable expenses incurred in connection with any
proceeding to which the person was a party if he was wholly successful in the
defense of such proceeding. This statute provides, however, that the statutory
provisions for indemnification and advancement of expenses are not exclusive of
any other such rights provided by the articles of incorporation, by-laws,
resolution, or other authorization adopted by a majority vote of the voting
shares then issued and outstanding. This statute further provides that if such
other provisions for the indemnification and advancement of expenses are more
restrictive than the statute, indemnification and advancement of expenses are
valid only to the extent consistent with such other provisions.
Each past, present or future Director or Officer of the Corporation shall be and
hereby is indemnified by the Corporation against all liability (including the
expense of defending against such liability and any payment of money or delivery
of property made in satisfaction or settlement thereof, but excluding any such
payment or delivery made to the Corporation for its accounts), which results
from any claim, suit or proceeding threatened or commenced against him, whether
or not he is then such a Director or Officer, for acts alleged to have been
committed or omitted by him as such Director or Officer, or as an employee of
the Corporation, provided (a) he is adjudged not guilty of willful misconduct or
dereliction of duty by a judgment or decree entered by any court in respect of
such claim, suit or proceeding, or (b) he is determined not guilty of willful
misconduct or dereliction of duty by a majority vote of the whole Board of
Directors, if no such judgment or decree is entered, or if entered, no
adjudication is made therein in respect of willful misconduct or dereliction of
duty. Directors who are embraced in the claim, suit or proceeding shall be
disqualified from participating in any such determination by the Board of
Directors, both in respect of their own misconduct or dereliction of duty, if
any, and that of others. In the event a majority of the Board of Directors are
thus disqualified, such determination in respect of misconduct or dereliction of
duty shall be made by independent counsel who shall be selected by a majority
vote of all the whole Board of Directors. Those Directors who would be
disqualified from participating in a determination by the Board of Directors in
respect of such misconduct or dereliction of duty may nevertheless participate
in the selection of such counsel. Such counsel at the time of their selection
may be counsel of the Corporation in other matters, but shall not be in the
employ of the Corporation in a salaried capacity. The right of indemnification
herein provided shall not be exclusive of any other rights to which any such
Director of Officer may be entitled as a matter of law.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Exhibits filed with this Registration Statement are listed following the
signature page.
Item 9. Undertakings
1st Source Corporation 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;
(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 (1)(i) and (1)(ii) do not apply if
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 section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
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) 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 the time shall be deemed to be the initial bona fide offering
thereof.
(5) That 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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe 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 South Bend, and the State of Indiana, on this 29th
day of June, 2001 .
1st SOURCE CORPORATION
(Registrant)
By: /s/ Thomas Flournoy
-------------------------------------------
Thomas Flournoy, Controller
Each person whose signature appears below authorizes John B. Griffith and Larry
E. Lentych, and each of them, to file one or more amendments (including
post-effective amendments) to the Registration Statement, which amendments may
make such changes in the Registration Statement as either of them deems
appropriate, and each such person hereby appoints John B. Griffith and Larry E.
Lentych, and each of them, as attorney-in-fact to execute in the name and on
behalf of each person individually, and in each capacity stated below, any such
amendment to the Registration Statement.
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.
Signature Title Date
/s/ Christopher J. Murphy III June 29, 2001
----------------------------- Chairman of the Board
Christopher J. Murphy III and a Director
(Principal Executive Officer)
----------------------------- Executive Vice President
Wellington D. Jones III and a Director
/s/ John B. Griffith June 29, 2001
----------------------------- Secretary
John B. Griffith
----------------------------- Treasurer & CFO (Principal
Larry E. Lentych Accounting and Financial Officer)
Signature Title Date
/s/ Reverend E. William Beauchamp June 29, 2001
----------------------------- Director
Reverend E. William Beauchamp
/s/ Daniel B. Fitzpatrick June 29, 2001
----------------------------- Director
Daniel B. Fitzpatrick
----------------------------- Director
Lawrence E. Hiler
----------------------------- Director
William P. Johnson
/s/ Rex Martin June 29, 2001
----------------------------- Director
Rex Martin
----------------------------- Director
Dane A. Miller
----------------------------- Director
Timothy K. Ozark
/s/ Richard J. Pfeil June 29, 2001
----------------------------- Director
Richard J. Pfeil
/s/ Claire C. Skinner June 29, 2001
----------------------------- Director
Claire C. Skinner
EXHIBIT LIST
NUMBER DOCUMENT PAGE NO.
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4(a). Articles of Incorporation of 1st Source as amended
April 30, 1996, filed as an exhibit to Form 10-K
dated December 31, 1996, and incorporated herein
by reference.
4(b). By-Laws of 1st Source, as amended April 19, 1993,
and filed as an exhibit to Form 10-K dated
December 31, 1993, and incorporated herein by
reference.
4(c). Form of Stock Certificate, for share of 1st Source
Common Stock, filed as an exhibit to Registration
Statement 2-40481, and incorporated herein by
reference.
4(d). 1st Source Corporation 2001 Stock Option Plan,
filed as an exhibit to 1st Source Corporation
Proxy Statement dated March 7, 2001, and
incorporated herein by reference.
5. Opinion of Counsel with respect to the legality of
the securities registered hereby. 9
23(a)(1). Consent of Ernst & Young LLP. 10
23(a)(2). Consent of PricewaterhouseCoopers LLP. 11
23(b). Consent of Counsel is included in Exhibit 5.