As filed with the Securities and Exchange Commission on August 23, 2002
Registration Statement No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
================================================================================
HORIZON BANCORP
(Exact Name of Registrant as Specified in Its Charter)
INDIANA 35-1562417
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
515 FRANKLIN SQUARE
MICHIGAN CITY, INDIANA 46360
(Address of Principal Executive Offices)
1987 STOCK OPTION AND STOCK APPRECIATION
RIGHTS PLAN OF HORIZON BANCORP
AND
1997 KEY EMPLOYEES' STOCK OPTION AND
STOCK APPRECIATION RIGHTS PLAN OF HORIZON BANCORP
(Full Title of the Plans)
Copies to:
CRAIG M. DWIGHT CURT W. HIDDE
PRESIDENT AND JAN NEUENSCHWANDER
CHIEF EXECUTIVEOFFICER LEAGRE CHANDLER & MILLARD LLP
515 FRANKLIN SQUARE 135 NORTH PENNSYLVANIA STREET, SUITE 1400
MICHIGAN CITY, IN 46360 INDIANAPOLIS, INDIANA 46204
(219) 873-2640 (317) 808-3000
(Name, address and telephone number,
including area code, of Agent for Service)
----------------------------
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Amount to be Offering Price Per Aggregate Offering Registration Fee
Registered (1) Share (2) Price (2)
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value 269,400 $20.80 $5,603,520 $515.53
- ---------------------------------------------------------------------------------------------------------------------------------
(1) Represents number of shares of Common Stock available for issuance
pursuant to the 1987 Stock Option and Stock Appreciation Rights Plan of
Horizon Bancorp and the 1997 Key Employees' Stock Option and Stock
Appreciation Rights Plan of Horizon Bancorp.
(2) Estimated in accordance with Rule 457 solely for the purpose of
calculating the registration fee based upon the closing price of
Horizon Bancorp common stock as reported on the Nasdaq SmallCap Market
on August 16, 2002, which is a date within 5 business days prior to the
filing of this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Information required by Part I, Item 1 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the introductory Note
to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the 1987 Stock Option and Stock Appreciation Rights
Plan of Horizon Bancorp and the 1997 Key Employees' Stock Option and Stock
Appreciation Rights Plan of Horizon Bancorp that are covered by this
Registration Statement are available without charge by contacting James H.
Foglesong, Chief Financial Officer, at (219) 879-0211.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the registrant, Horizon Bancorp (the
"Registrant"), filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this Registration
Statement:
(a) Annual Report on Form 10-K filed with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the
Registrant's fiscal year ended December 31, 2001.
(b) (1) Quarterly Report on Form 10-Q filed with the Commission
pursuant to the Exchange Act for the Registrant's fiscal quarter ended March 31,
2002.
(b) (2) Quarterly Report on Form 10-Q filed with the Commission
pursuant to the Exchange Act for the Registrant's fiscal quarter ended June 30,
2002.
(c) The description of the Registrant's Common Stock found under the
caption "Description of Common Stock" in the Registrant's Registration Statement
on Form S-3 filed under the Securities Act of 1933 with the Commission on April
15, 2002.
-2-
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is
incorporated or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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 is an Indiana corporation. The Registrant's officers,
directors and employees are entitled to be indemnified under Indiana law and the
Registrant's Articles of Incorporation and Bylaws against certain liabilities
and expenses. Chapter 37 of The Indiana Business Corporation Law (the "IBCL")
requires a corporation, unless its articles of incorporation provide otherwise,
to indemnify a director or an officer of the corporation who is wholly
successful, on the merits or otherwise, in the defense of any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal, against
reasonable expenses, including counsel fees, incurred in connection with the
proceeding. The IBCL also permits a corporation to indemnify a director,
officer, employee or agent who is made a party to a proceeding because the
person was a director, officer, employee or agent of the corporation against
liability incurred in the proceeding if: (i) the individual's conduct was in
good faith; and (ii) the individual reasonably believed (A) in the case of
conduct in the individual's official capacity with the corporation, that the
conduct was in the corporation's best interests and (B) in all other cases, that
the individual's conduct was at least not opposed to the corporation's best
interests; and (iii) in the case of a 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. The
IBCL permits a corporation to pay for or reimburse reasonable expenses incurred
before the final disposition of a proceeding and permits a court of competent
jurisdiction to order a corporation to indemnify a director or officer if the
court determines that the person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
person met the standards for indemnification otherwise provided in the IBCL.
-3-
The Registrant's Articles of Incorporation and Bylaws provide for
mandatory indemnification of officers, directors and employees if they are
wholly successful on the merits of a proceeding and satisfy the standards of
conduct specified by the IBCL set forth in the preceding paragraph. The Articles
of Incorporation and Bylaws also provide that any director, officer or employee
of the Registrant or any person who is serving at the request of the Registrant
as a director, officer, or employee of another entity shall be indemnified and
held harmless by the Registrant to the same extent as the Registrant's
directors, officers and employees. In any proceeding, an officer, director or
employee is entitled to be indemnified against all liabilities and expenses
related to the proceeding including attorneys' fees, judgments, fines, penalties
and amounts paid or to be paid in settlement. The Registrant's Articles of
Incorporation and Bylaws also provide such persons with certain rights to be
paid or reimbursed for expenses incurred in defending any such proceeding in
advance of the final disposition of the proceeding.
The Articles of Incorporation and Bylaws also authorize the Registrant
to maintain insurance to protect itself and any director, officer, employee or
agent of the Registrant against expense, liability or loss, whether or not the
Registrant would have the power to indemnify such person against such expense,
liability or loss under the IBCL. The Registrant currently maintains such
insurance.
At present, there are no claims, actions, suits or proceedings pending
for which indemnification would be required under the above, and the Registrant
does not know of any threatened claims, actions, suits or proceedings which may
result in a request for such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith:
Exhibit No. Description
- ----------- -----------
5 Opinion of Leagre Chandler & Millard LLP, regarding legality of
securities being offered, including consent.
23 Consent of BKD, LLP.
24 Power of Attorney (included on page 7).
99 Reoffer Prospectus
-4-
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 of this 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 this 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 this
registration statement or any material change to such
information in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(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 with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the 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
-5-
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 this 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 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 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 and will be governed by the final adjudication of such issue.
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 Michigan City, Indiana, on this 20th day of August, 2002.
HORIZON BANCORP
By /s/ Craig M. Dwight
--------------------------------
Craig M. Dwight
President and Chief Executive Officer
-6-
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and appoints
Craig M. Dwight and James H. Foglesong, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
Date Signature and Title
---- -------------------
August 20, 2002
/s/ Robert C. Dabagia
--------------------------------------------
Robert C. Dabagia, Chairman of
the Board and Director
August 20, 2002
/s/ Craig M. Dwight
--------------------------------------------
Craig M. Dwight, President and
Chief Executive Officer and Director
August 20, 2002
/s/ James H. Foglesong
--------------------------------------------
James H. Foglesong, Chief Financial
Officer (and Principal Accounting Officer)
August 20, 2002
/s/ Susan D. Aaron
--------------------------------------------
Susan D. Aaron, Director
August 20, 2002
/s/ Dale W. Alspaugh
--------------------------------------------
Dale W. Alspaugh, Director
August 20, 2002
/s/ Charley E. Gillispie
--------------------------------------------
Charley E. Gillispie, Director
-7-
August 20, 2002
/s/ Robert E. McBride
--------------------------------------------
Robert E. McBride, M.D., Director
August 20, 2002
/s/ Larry N. Middleton
--------------------------------------------
Larry N. Middleton, Jr., Director
August 20, 2002
/s/ Peter L. Pairitz
--------------------------------------------
Peter L. Pairitz, Director
August 20, 2002
/s/ Bruce E. Rampage
--------------------------------------------
Bruce E. Rampage, Director
August 20, 2002
/s/ Gene L. Rice
--------------------------------------------
Gene L. Rice, Director
August 20, 2002
/s/ Robert E. Swinehart
-----------------------------------
Robert E. Swinehart, Director
August 20, 2002
/s/ Spero W. Valavanis
-----------------------------------
Spero W. Valavanis, Director
-8-
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5 Opinion of Leagre Chandler & Millard LLP, regarding legality
of securities being offered, including consent.
23 Consent of BKD, LLP.
24 Power of Attorney (included on page 7).
99 Reoffer Prospectus
-9-