1st Source Corporation
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(Exact name of registrant as specified in its charter)
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Indiana
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(State or other jurisdiction of incorporation)
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35-1068133
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(I.R.S. Employer Identification No.)
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100 North Michigan Street, South Bend, Indiana 46601 (574) 235-2000
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(Address of Principal Executive Offices)
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1st Source Corporation 2011 Stock Option Plan
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(Full Title of Plan)
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Eric R. Moy, Esquire
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, Indiana 46204
(317) 231-7298
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Large accelerated filer
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r
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Accelerated filer
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x
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Non-accelerated filer
(Do not check if a smaller reporting company)
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r
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Smaller reporting company
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r
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Title of securities
to be registered
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Amount to
be registered(1)
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Proposed
maximum offering
price per share(2)
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Proposed
maximum aggregate
offering price
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Amount of
registration
fee
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Common Stock, without par value
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2,000,000 shares
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$20.60
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$41,200,000
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$4,783.32
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(1)
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Any additional shares of Common Stock of 1st Source Corporation to be issued as a result of stock dividends, stock splits, or similar transactions shall be covered by this Registration Statement as provided in Rule 416(a).
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(2)
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Calculated in accordance with Rule 457 solely for the purpose of calculating the registration fee and based on the average of the high and low sales prices per share of the Common Stock of 1st Source Corporation as reported on the NASDAQ Global Select Market on April 20, 2011, which date is within five (5) business days prior to the filing of this Registration Statement.
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Item 3. Incorporation of Documents By Reference
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·
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The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
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·
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The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.
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·
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The Company’s Current Report on Form 8-K filed on March 9, 2011.
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·
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The Company’s Current Report on Form 8-K filed on April 21, 2011.
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·
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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.
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Item 4. Description of Securities
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Item 5. Interests of Named Experts and Counsel
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Item 6. Indemnification of Directors and Officers
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Item 7. Exemption from Registration Claimed
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Item 8. Exhibits
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Exhibit No.
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Description
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4.1
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Articles of Incorporation of 1st Source Corporation, as amended April 30, 1996 (incorporated by reference to Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996, filed on February 28, 1997)
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4.2
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By-Laws of 1st Source Corporation, as amended as of July 30, 2009, (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on July 31, 2009)
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4.3
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1st Source Corporation 2011 Stock Option Plan (incorporated by reference to Exhibit A to the Definitive Proxy Statement for the Company’s 2011 Annual Meeting of Shareholders, filed on March 14, 2011)
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5.1*
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Opinion of Barnes & Thornburg LLP
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23.1*
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Consent of Ernst & Young LLP
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23.2
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Consent of Barnes & Thornburg LLP (included in Exhibit 5.1)
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24.1*
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Limited Power of Attorney
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Item 9. Undertakings
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
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(iii)
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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;
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(2)
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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.
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(3)
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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.
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(b)
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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, 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 that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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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
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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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1st Source Corporation
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By:
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/s/ Christopher J. Murphy III | |
Christopher J. Murphy III
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Chairman, President and Chief Executive Officer
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SIGNATURE
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TITLE(S)
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DATE
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/s/ Christopher J. Murphy III |
Chairman, President and Chief Executive Officer and Director
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April 25, 2011
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Christopher J. Murphy III
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/s/ Larry E. Lentych |
Treasurer, Chief Financial Officer and Principal Accounting Officer
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April 25, 2011
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Larry E. Lentych
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/s/ Allison N. Egidi |
Director
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April 25, 2011
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Allison N. Egidi
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/s/ Daniel B. Fitzpatrick |
Director
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April 25, 2011
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Daniel B. Fitzpatrick
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/s/ Lawrence E. Hiler |
Director
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April 25, 2011
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Lawrence E. Hiler
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/s/ William P. Johnson |
Director
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April 25, 2011
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William P. Johnson
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/s/ Wellington D. Jones III |
Director
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April 25, 2011
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Wellington D. Jones III
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/s/ Craig A. Kapson |
Director
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April 25, 2011
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Craig A. Kapson
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/s/ Najeeb A. Khan |
Director
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April 25, 2011
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Najeeb A. Khan
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/s/ Rex Martin |
Director
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April 25, 2011
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Rex Martin
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/s/ Christopher J. Murphy IV |
Director
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April 25, 2011
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Christopher J. Murphy IV
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/s/ Timothy K. Ozark |
Director
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April 25, 2011
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Timothy K. Ozark
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/s/ John T. Phair |
Director
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April 25, 2011
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John T. Phair
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/s/ Mark D. Schwabero |
Director
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April 25, 2011
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Mark D. Schwabero
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Exhibit No.
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Description
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4.1
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Articles of Incorporation of 1st Source Corporation, as amended April 30, 1996 (incorporated by reference to Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996, filed on February 28, 1997)
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4.2
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By-Laws of 1st Source Corporation, as amended as of July 30, 2009, (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on July 31, 2009)
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4.3
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1st Source Corporation 2011 Stock Option Plan (incorporated by reference to Exhibit A to the Definitive Proxy Statement for the Company’s 2011 Annual Meeting of Shareholders, filed on March 14, 2011)
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5.1*
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Opinion of Barnes & Thornburg LLP
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23.1*
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Consent of Ernst & Young LLP
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23.2
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Consent of Barnes & Thornburg LLP (included in Exhibit 5.1)
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24.1*
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Limited Power of Attorney
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