|
||
1st Source Corporation
|
||
(Exact name of registrant as specified in its charter)
|
||
Indiana
|
||
(State or other jurisdiction of incorporation)
|
||
35-1068133
|
||
(I.R.S. Employer Identification No.)
|
||
100 North Michigan Street, South Bend, Indiana 46601 (574) 235-2000
|
||
(Address of Principal Executive Offices)
|
||
1st Source Corporation 1982 Restricted Stock Award Plan
|
||
(Full Title of Plan)
|
Eric R. Moy, Esquire
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, Indiana 46204
(317) 231-7298
|
Large accelerated filer
|
r
|
Accelerated filer
|
☒
|
|
Non-accelerated filer
(Do not check if a smaller reporting company)
|
r
|
Smaller reporting company
|
r
|
Title of securities to be registered
|
Amount to be registered(1)
|
Proposed maximum offering price per share(2)
|
Proposed maximum aggregate offering price
|
Amount of registration fee
|
||||
Common Stock, without par value
|
229,439 shares
|
$45.19
|
$10,368,348.41
|
$1,201.69
|
(1)
|
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).
|
(2)
|
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 January 31, 2017, which date is within five (5) business days prior to the filing of this Registration Statement.
|
Item 8. Exhibits |
|
Exhibit No. |
Description
|
||
4. |
1
|
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)
|
|
4. |
2
|
By-Laws of 1st Source Corporation, amended as of October 22, 2015, (incorporated by reference to Exhibit 3(b) to the Company’s 10-K , filed on February 19, 2016)
|
|
4. |
3*
|
1st Source Corporation 1982 Restricted Stock Award Plan, as amended and restated effective November 9, 2016.
|
|
5. |
1*
|
Opinion of Barnes & Thornburg LLP
|
|
23. |
1*
|
Consent of BKD, LLP
|
|
23. | 2* | Consent of Ernst & Young LLP | |
23. |
3
|
Consent of Barnes & Thornburg LLP (included in Exhibit 5.1)
|
|
24. |
1*
|
Limited Power of Attorney
|
1st Source Corporation
|
||
By:
|
/s/ Christopher J. Murphy III | |
Christopher J. Murphy III
|
||
Chairman of the Board and Chief Executive Officer
|
SIGNATURE
|
TITLE(S)
|
DATE
|
||
/s/ Christopher J. Murphy III |
Chairman of the Board and Chief Executive Officer
|
)
|
February 6, 2017
|
|
Christopher J. Murphy III
|
)
|
|||
)
|
||||
/s/ James R. Seitz |
President
|
)
|
February 6, 2017
|
|
James R. Seitz
|
)
|
|||
)
|
||||
/s/ Andrea G. Short |
Treasurer, Chief Financial Officer and Principal Accounting Officer
|
)
)
|
February 6, 2017
|
|
Andrea G. Short
|
)
|
|||
)
|
||||
/s/ John B. Griffith |
Secretary and General Counsel
|
)
|
February 6, 2017
|
|
John B. Griffith
|
)
|
|||
)
|
||||
/s/ Allison N. Egidi |
Director
|
)
|
February 6, 2017
|
|
Allison N. Egidi
|
)
|
|||
)
|
||||
/s/ Daniel B. Fitzpatrick |
Director
|
)
|
February 6, 2017
|
|
Daniel B. Fitzpatrick
|
)
|
|||
)
|
||||
/s/ Craig A. Kapson |
Director
|
)
|
February 6, 2017
|
|
Craig A. Kapson
|
)
|
|||
)
|
||||
/s/ Najeeb A. Khan |
Director
|
)
|
February 6, 2017
|
|
Najeeb A. Khan
|
)
|
|||
)
|
||||
/s/ Vinod M. Khilnani |
Director
|
)
|
February 6, 2017
|
|
Vinod M. Khilnani
|
)
|
|||
)
|
||||
/s/ Rex Martin |
Director
|
)
|
February 6, 2017
|
|
Rex Martin
|
)
|
|||
)
|
||||
/s/ Christopher J. Murphy IV |
Director
|
)
|
February 6, 2017
|
|
Christopher J. Murphy IV
|
)
|
|||
)
|
||||
/s/ Timothy K. Ozark |
Director
|
)
|
February 6, 2017
|
|
Timothy K. Ozark
|
)
|
|||
)
|
||||
/s/ John T. Phair |
Director
|
)
|
February 6, 2017
|
|
John T. Phair
|
)
|
|||
)
|
||||
/s/ Mark D. Schwabero |
Director
|
)
|
February 6, 2017
|
|
Mark D. Schwabero
|
)
|
Exhibit No. |
Description
|
||
4. |
1
|
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)
|
|
4. |
2
|
By-Laws of 1st Source Corporation, amended as of October 22, 2015, (incorporated by reference to Exhibit 3(b) to the Company’s 10-K , filed on February 19, 2016)
|
|
4. |
3*
|
1st Source Corporation 1982 Restricted Stock Award Plan, as amended and restated effective November 9, 2016.
|
|
5. |
1*
|
Opinion of Barnes & Thornburg LLP
|
|
23. |
1*
|
Consent of BKD, LLP
|
|
23. | 2* | Consent of Ernst & Young LLP | |
23. |
3
|
Consent of Barnes & Thornburg LLP (included in Exhibit 5.1)
|
|
24. |
1*
|
Limited Power of Attorney
|