3
File No. ____________________
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 office) (zip code)
1st Source Corporation 1982 Executive Incentive Plan
(Full title of the plan)
Larry E. Lentych
1st Source Corporation
100 North Michigan Street
South Bend, Indiana 46601
(Name, address, including zip code, of agent for service)
Telephone number, including area code, of agent for service: (574) 235-2702
_____________________________
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered (2) Share (1) (3) Price (1) (3) Registration Fee
Common Stock, without
par value 100,000 $16.00 $1,600,000 $147.20
(1) Calculated pursuant to Rule 457(c) and (h), on December 4, 2002, the
average of the high and low price of the registrant's Common Stock on the
Nasdaq National Market System was $16.00.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (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 dividends or stock splits or
certain other capital adjustments.
(3) Estimated solely for the purpose of calculating the registration fee.
Part I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The document(s) containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") will be sent or given to
participants in the 1st Source Corporation 1982 Executive Incentive 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
into 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 filed with the Securities and Exchange Commission
(the "Commission") by 1st Source Corporation (the "Company" or "1st Source")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated by reference in this Registration Statement.
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the Commission on March 12, 2002.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2002, filed on May 14, 2002, June 30, 2002, filed on August
13, 2002, and September 30, 2002, filed on November 12, 2002.
(c) The information set forth under the caption "Description of
Registrant's Securities to be Registered" in the Company'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 subsequently filed by the Company 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 into this Registration Statement as of 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
Chapter 37 of the Indiana Business Corporation Law, as amended ("IBCL"),
authorizes every Indiana corporation to indemnify its officers and directors
under certain circumstances against liability incurred in connection with
proceedings to which the officers or directors are made parties by reason of
their relationships to the corporation. Officers and directors may be
indemnified where they have acted in good faith, the action taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe the action was unlawful. Chapter 37 to the IBCL
also requires every Indiana corporation to indemnify any of its officers or
directors (unless limited by the articles of incorporation of the corporation)
who were wholly successful on the merits or otherwise, in the defense of any
such proceeding, against reasonable expenses incurred in connection with the
proceeding. A corporation may also, under certain circumstances, pay for or
reimburse the reasonable expenses incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.
The Articles of Incorporation of the Company provide that the officers and
directors shall be indemnified and advanced expenses to the fullest extent
permitted by the IBCL.
The Company maintains standard directors' and officers' liability
insurance.
Item 7. Exemption from Registration.
Not applicable.
Item 8. Exhibits.
The exhibits furnished with the 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
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date hereof (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above 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.
(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 (and 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 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
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 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 South Bend, State of Indiana, on December 6,
2002.
1st Source Corporation
By: /s/ Larry E. Lentych
------------------------------
Larry E. Lentych, Treasurer and
Chief Financial Officer
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 Chairman of the Board, December 6, 2002
---------------------------- President, Chief Executive
Christopher J. Murphy III Officer and a Director
/s/ Wellington D. Jones III Executive Vice President and a December 6, 2002
-----------------------------
Wellington D. Jones III Director
/s/ John B. Griffith Secretary and General Counsel December 6, 2002
-----------------------------
John B. Griffith
/s/ Larry E. Lentych Treasurer & Chief Financial December 6, 2002
----------------------------- Officer (Principal Accounting
Larry E. Lentych and Financial Officer)
_____________________________ Director December ___, 2002
Reverend E. William Beauchamp, C.S.C.
/s/ Daniel B. Fitzpatrick Director December 5, 2002
-----------------------------
Daniel B. Fitzpatrick
_____________________________ Director December ___, 2002
Lawrence E. Hiler
/s/ William P. Johnson Director December 2, 2002
-----------------------------
William P. Johnson
/s/ Rex Martin Director December 2, 2002
-----------------------------
Rex Martin
/s/ Dane A. Miller Director December 2, 2002
-----------------------------
Dane A. Miller
/s/ Timothy K. Ozark Director December 2, 2002
-----------------------------
Timothy K. Ozark
/s/ Richard J. Pfeil Director December 2, 2002
-----------------------------
Richard J. Pfeil
_____________________________ Director December ___, 2002
Claire C. Skinner
_____________________________ Director December ___, 2002
Toby S. Wilt
EXHIBIT LIST
Number Document Page No.
4.1 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.
4.2 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.
4.3 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.
4.4 1st Source Corporation 1982 Executive Incentive Plan, as amended. *
5 Opinion of Counsel with respect to the legality of the securities *
registered hereby.
23.1 Consent of Ernst & Young LLP. *
23.2 Consent of PricewaterhouseCoopers LLP. *
23.3 Consent of Counsel is included in Exhibit 5. *
24 Power of Attorney (incorporated into signature page).
*Indicates filed herewith.