SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
OLD NATIONAL BANCORP
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(Exact name of registrant as specified in its charter)
Indiana 35-1539838
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
420 Main Street, Evansville, Indiana 47708
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(Address of Principal Executive Offices) (Zip Code)
Old National Bancorp 1999 Equity Incentive Plan
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(Full title of the plan)
Jeffrey L. Knight, Esq.,
Corporate Secretary and General Counsel,
Old National Bancorp
420 Main Street,
Evansville, Indiana 47708
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(Name and address of agent for service)
(812) 464-1363
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(Telephone number, including area code, of agent of service)
Copy to:
Timothy M. Harden
Michael J. Messaglia
Krieg DeVault LLP
One Indiana Square, Suite 2800
Indianapolis, Indiana 46204
(317) 636-4341
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum offering Proposed maximum Amount of
to be registered registered (1)(2) price per share (2) aggregate offering price (2) registration fee
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Common Stock, 2,000,000 $25.800 $51,600,000 $12,900
no par value
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(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the adjustment
provisions of the Old National Bancorp 1999 Equity Incentive Plan.
(2) With respect to the shares registered hereby, the offering price per share,
the aggregate offering price and the registration fee have been calculated in
accordance with Rule 457(c) and (h) under the Securities Act of 1933 on the
basis of the average high and low sale prices for the Company's Common Stock on
July 18, 2001, as quoted on the Nasdaq National Market ($25.800 per share).
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by Part I to be contained in this Item is omitted
from this Registration Statement in accordance with the Introductory Note to
Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
The information required by Part I to be contained in this Item is omitted
from this Registration Statement in accordance with the Introductory Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Old National Bancorp (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement and made a part
hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
(b) All reports filed by the Registrant with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year covered
by the Annual Report on Form 10-K referred to in (a) above; and
(c) The description of Registrant's common stock contained in its Current
Report on Form 8-K, dated January 6, 1983 (incorporated by reference
thereto), and the description of Registrant's Preferred Stock Purchase
Rights contained in Registrant's Form 8-A, dated March 1, 1990, as
amended on March 1, 2000, including the Rights Agreement, dated March
1, 1990, as amended on March 1, 2000, between the Registrant and Old
National Bank in Evansville, as Trustee (incorporated by reference
thereto).
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all shares of common
stock offered pursuant to this Registration Statement have been sold or which
registers
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all shares of common stock then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be made a part
hereof from the date of the filing of 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.
The Registrant's Articles of Incorporation, as amended, and By-Laws, as
amended, provide that the Registrant will indemnify any person who is or was a
director, officer or employee of the Registrant or of any other corporation for
which he is or was serving in any capacity at the request of the Registrant
against all liability and expense that may be incurred in connection with any
claim, action, suit or proceeding with respect to which such director, officer
or employee is wholly successful or acted in good faith in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant or such other corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful. A
director, officer or employee of the Registrant is entitled to be indemnified as
a matter of right with respect to those claims, actions, suits or proceedings
where he has been wholly successful. In all other cases, such director, officer
or employee will be indemnified only if the Board of Directors of the Registrant
or independent legal counsel finds that he has met the standards of conduct set
forth above.
The Indiana Business Corporation Law provides in regard to indemnification
of directors and officers as follows:
23-1-37-8 Indemnification of director against liability
Sec. 8.(a) A corporation may indemnify an individual made a party to a
proceeding because the individual is or was a director against liability
incurred in the proceeding if;
(1) the individual's conduct was in good faith; and
(2) the individual reasonably believed;
(A) in the case of conduct in the individual's official
capacity with the corporation, that the individual's conduct was
in its best interest; and
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(B) in all other cases, that the individual's conduct was at
least not opposed to its best interests; and
(3) in the case of any criminal proceeding, the individual
either;
(A) had reasonable cause to believe the individual's conduct
was lawful; or
(B) had no reasonable cause to believe the individual's
conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (a)(2)(B).
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
23-1-37-9 Mandatory indemnification of director against expense
Sec. 9. Unless limited by its articles of incorporation, a corporation
shall indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the director was a party
because the director is or was a director of the corporation against reasonable
expenses incurred by the director in connection with the proceeding.
23-1-37-13 Officers, employees or agents; indemnification and advance of
expense
Sec. 13. Unless a corporation's articles of incorporation provide
otherwise:
(1) an officer of the corporation, whether or not a director, is
entitled to mandatory indemnification under section 9 of this chapter, and
is entitled to apply for court-ordered indemnification under section 11 of
this chapter, in each case to the same extent as a director;
(2) the corporation may indemnify and advance expenses under this
chapter to an officer, employee, or agent of the corporation, whether or
not a director, to the same extent as to a director; and
(3) a corporation may also indemnify and advance expenses to an
officer, employee, or agent whether or not a director, to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, general or specific action of its board of
directors, or contract.
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23-1-37-15 Indemnification rights under articles of incorporation, by-laws
or resolutions
Sec. 15. (a) The indemnification and advance for expenses provided for or
authorized by this chapter does not exclude any other rights to indemnification
and advance for expenses that a person may have under:
(1) a corporation's articles of incorporation or bylaws;
(2) a resolution of the board of directors or of the shareholders; or
(3) any other authorization, whenever adopted, after notice, by a
majority vote of all the voting shares then issued and outstanding.
(b) If the articles of incorporation, by-laws, resolutions of the board of
directors or of the shareholders, or other duly adopted authorization of
indemnification or advance for expenses limit indemnification or advance for
expenses, indemnification and advance for expenses are valid only to the extent
consistent with the articles, by-laws, resolutions of the board of directors or
of the shareholders, or other duly adopted authorization of indemnification or
advance for expenses.
(c) This chapter does not limit a corporation's power to pay or reimburse
expenses incurred by a director, officer, employee, or agent in connection with
the person's appearance as a witness in a proceeding at a time when the person
has not been made a named defendant or respondent to the proceeding.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are being filed as part of this Registration
Statement:
Exhibit Number Document
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4.1 Amended and Restated Articles of Incorporation of the Registrant,
filed as Exhibit 3(i) to the Registrant's Registration Statement on
Form S-4 (Registration No. 333-09967), filed on August 12, 1996, and
incorporated herein by reference.
4.2 By-Laws of the Registrant, filed as Exhibit 3(ii) to the Registrant's
Quarterly Report for the quarter ended September 30, 1999 on Form
10-Q, and incorporated herein by reference.
4.3 Old National Bancorp 1999 Equity Incentive Plan.
5
5.1 Legal Opinion of Krieg DeVault LLP.
23.1 Consent of Krieg DeVault LLP (included in opinion filed as Exhibit 5.1
to this Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of BKD, LLP.
23.5 Consent of Heathcott & Mullaly, P.C.
24.1 Power of Attorney (included on the signature page hereto).
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, as amended (the "Securities Act");
(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. 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
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) or the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining 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 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.
(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
Securities Act of 1933 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 an 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
* * *
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SIGNATURES
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 Evansville, State of Indiana, on July 19, 2001.
OLD NATIONAL BANCORP
By: /s/ JAMES A. RISINGER
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James A. Risinger,
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Jeffrey L. Knight, as attorney and
agent for the undersigned, with full power of substitution, for and in the name,
place and stead of the undersigned, to sign and file with the Commission under
the Securities Act any and all amendments and exhibits to this Registration
Statement and any and all applications, instruments and other documents to be
filed with the Commission pertaining to the registration of the securities
covered hereby, with full power and authority to do and perform any and all acts
and things whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below as of July 19, 2001.
Name Title
/s/ JAMES A. RISINGER
---------------------------------- Chairman of the Board, Director,
James A. Risinger President and Chief Executive Officer
(Principal Executive Officer)
/s/ JOHN S. POEKLER
---------------------------------- Executive Vice President and Chief
John S. Poekler Financial Officer (Principal Financial
Officer and Principal Accounting
Officer)
DAVID L. BARNING*
---------------------------------- Director
David L. Barning
RICHARD J. BOND*
---------------------------------- Director
Richard J. Bond
ALAN W. BRAUN*
---------------------------------- Director
Alan W. Braun
WAYNE A. DAVIDSON*
---------------------------------- Director
Wayne A. Davidson
LARRY E. DUNIGAN*
---------------------------------- Director
Larry E. Dunigan
DAVID E. ECKERLE*
---------------------------------- Director
David E. Eckerle
ANDREW E. GOEBEL*
---------------------------------- Director
Andrew E. Goebel
PHELPS L. LAMBERT*
---------------------------------- Director
Phelps L. Lambert
RONALD B. LANKFORD*
---------------------------------- Director
Ronald B. Lankford
LUCIEN H. MEIS*
---------------------------------- Director
Lucien H. Meis
LOUIS L. MERVIS*
---------------------------------- Director
Louis L. Mervis
JOHN N. ROYSE*
---------------------------------- Director
John N. Royse
MARJORIE Z. SOYUGENC*
---------------------------------- Director
Marjorie Z. Soyugenc
KELLY N. STANLEY*
---------------------------------- Director
Kelly N. Stanley
CHARLES D. STORMS*
---------------------------------- Director
Charles D. Storms
*By: /s/ JEFFREY L. KNIGHT
-----------------------------
Jeffrey L. Knight
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit Number Document
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4.1 Amended and Restated Articles of Incorporation of
the Registrant, filed as Exhibit 3(i) to the Registrant's
Registration Statement on Form S-4 (Registration No.
333-09967), filed on August 12, 1996, and incorporated
herein by reference.
4.2 By-Laws of the Registrant, filed as Exhibit 3(ii) to the
Registrant's Quarterly Report for the quarter ended
September 30, 1999 on Form 10-Q, and incorporated herein by
reference.
4.3 Old National Bancorp 1999 Equity Incentive Plan.
5.1 Legal Opinion of Krieg DeVault LLP.
23.1 Consent of Krieg DeVault LLP (included in
opinion filed as Exhibit 5.1 to this
Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of BKD, LLP.
23.5 Consent of Heathcott & Mullaly, P.C.
24.1 Power of Attorney (included on the signature page hereto).