Registration No. ________________
UNITED STATES
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
incorporation or organization) Identification No.)
100 North Michigan Street, South Bend, Indiana 46601
(Address of Principal Executive Offices)
1st SOURCE CORPORATION EMPLOYEES' PROFIT SHARING PLAN AND TRUST
(Full title of the plan)
Larry E. Lentych
1st Source Corporation
100 North Michigan Street
South Bend, Indiana 46601
(Name and address of agent for service)
(219) 235-2702
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Class Maximum Maximum
of Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
---------------------------------------------------------------------------------------
Common Stock,
without par value 1,000,000 Shares (2) $21.505 (3) $21,505,000.00 (3) $5,376.00
---------------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(c) and (h), on June 22, 2001, the
average of the high and low price of the registrant's Common Stock on
the NASDAQ National Market System was $21.505.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the "Securities Act"), this registration statement also covers an
indeterminate number of interests to be offered or sold pursuant to
the employee benefit plan described herein, plus such 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 stock dividends or stock
splits or certain other capital adjustments.
(3) Estimated solely for the purpose of calculating the registration fee.
INCORPORATION OF DOCUMENTS BY REFERENCE
TO PRIOR REGISTRATION STATEMENT
This Registration statement is filed for the purpose of registering
1,000,000 additional shares of Common Stock by 1st Source Corporation (the
"Registrant") for use in connection with the 1st Source Corporation Employees'
Profit Sharing Plan and Trust. In accordance with General Instruction E to Form
S-8, the Registrant incorporates by reference the contents of the Registrant's
Registration Statement on Form S-8, File No. 33-8840, filed on September 18,
1986.
Item 8. Exhibits.
Exhibits filed with this Registration Statement are listed following the
signature page.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe 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, and the State of Indiana, on this 29th
day of June, 2001 .
1st SOURCE CORPORATION
(Registrant)
By: /s/ Thomas Flournoy
----------------------------------------
Thomas Flournoy, Controller
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 June 29, 2001
--------------------------------- Chairman of the Board
Christopher J. Murphy III and a Director
(Principal Executive Officer)
--------------------------------- Executive Vice President
Wellington D. Jones III and a Director
/s/ John B. Griffith June 29, 2001
--------------------------------- Secretary
John B. Griffith
--------------------------------- Treasurer & CFO (Principal
Larry E. Lentych Accounting and Financial Officer)
/s/ Reverend E. William Beauchamp June 29, 2001
--------------------------------- Director
Reverend E. William Beauchamp
Signature Title Date
--------- ----- ----
/s/ Daniel B. Fitzpatrick June 29, 2001
--------------------------------- Director
Daniel B. Fitzpatrick
--------------------------------- Director
Lawrence E. Hiler
--------------------------------- Director
William P. Johnson
/s/ Rex Martin June 29, 2001
--------------------------------- Director
Rex Martin
--------------------------------- Director
Dane A. Miller
--------------------------------- Director
Timothy K. Ozark
/s/ Richard J. Pfeil June 29, 2001
--------------------------------- Director
Richard J. Pfeil
/s/ Claire C. Skinner June 29, 2001
--------------------------------- Director
Claire C. Skinner
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustee 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 this 29th day of June, 2001.
1st SOURCE CORPORATION EMPLOYEES'
PROFIT SHARING PLAN AND TRUST
(Plan)
By: /s/ Dan L. Craft
---------------------------------------
(Officer)
1st Source Bank, Plan Administrator
EXHIBIT LIST
NUMBER DOCUMENT PAGE NO.
------ -------- --------
4(a). 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(b). 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(c). 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(d)(1). Form of Company's Employees' Profit Sharing Plan and
Trust Agreement dated January 1, 1989, and amendment to
the Company's Profit Sharing Plan and Trust Agreement
dated April 1, 1994, filed as exhibit to Form 10-K
dated December 31, 1994, and incorporated herein by
reference.
4(d)(2). An amendment to 1st Source Corporation Employees'
Profit Sharing Plan and Trust Agreement dated September
30, 1996, and filed as exhibit to Form 10-K dated
December 31, 1996, and incorporated herein by
reference.
4(d)(3). An amendment to 1st Source Corporation Employees'
Profit Sharing Plan and Trust Agreement dated July 20,
1999, and filed as exhibit to Form 10-K dated December
31, 1999, and incorporated herein by reference.
4(d)(4). An amendment to 1st Source Corporation Employees'
Profit Sharing Plan and Trust Agreement dated December
29, 2000, and filed as exhibit to Form 10-K dated
December 31, 2000, and incorporated herein by reference.
5(a). Opinion of Counsel with respect to the legality of the
securities registered hereby. 7
5(b). Internal Revenue Service determination letter that the
Plan is qualified under Section 401 of the Internal
Revenue Code (1).
23(a)(1). Consent of Ernst & Young LLP. 8
23(a)(2). Consent of PricewaterhouseCoopers LLP. 9
23(b). Consent of Counsel is included in Exhibit 5(a).
(1) The Registrant undertakes that the Registrant has submitted or will submit
the 1st Source Corporation Employees' Profit Sharing Plan and Trust and all
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the Plan.