As filed with the Securities and Exchange Commission on August 27, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTHEAST INDIANA BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 35-1948594
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
648 N. Jefferson Street, Huntington, Indiana 46750-2101
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(Address of principal executive offices) (Zip Code)
NORTHEAST INDIANA BANCORP, INC.
2002 OMNIBUS INCENTIVE PLAN
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(Full title of the plan)
Jeffrey M. Werthan
Katten Muchin Zavis Rosenman
East Lobby, Suite 700
1025 Thomas Jefferson Street, N.W.
Washington, DC 20007-5201
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(Name and address of agent for service)
(202) 625-3500
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed
Title of securities Amount to be offering price per maximum aggregate Amount of
to be registered registered(1) share offering price registration fee
Common Stock, par
value $0.01 per share 158,753 shares (2) $2,345,964 (2) $216 (2)
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of certain
events specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. Of the 158,753 shares to be registered,
1,229 shares are to be registered based upon an exercise price of $14.45
per share, and the remaining 157,524 shares are to be registered based upon
the average of the closing bid and asked prices of the common stock of
Northeast Indiana Bancorp, Inc. of $14.78 per share on the Nasdaq National
Market on August 23, 2002.
I-1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of this
registration statement on Form S-8 (the "Registration Statement") will be sent
or given to participants in the Northeast Indiana Bancorp, Inc. 2002 Omnibus
Incentive Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the
Securities Exchange Commission (the "SEC") under the Securities Act of 1933, as
amended (the "Securities Act").
Such document(s) are not being filed with the SEC, but constitute (along
with the documents incorporated by reference into the Registration Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
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The following documents previously or concurrently filed by Northeast
Indiana Bancorp, Inc. (the "Company") with the SEC are hereby incorporated by
reference in this Registration Statement and the Prospectus to which this
Registration Statement relates (the "Prospectus"), which Prospectus has been or
will be delivered to the participants in the plan covered by this Registration
Statement:
(a) the Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 2001 (File No. 0-26012) which has heretofore been filed by the
Company with the SEC pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(b) all other reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to above;
(c) the description of the Company's common stock, par value $.01 per share,
contained in the Company's Registration Statement on Form 8-A (File No.
0-26012) filed with the SEC on May 5, 1995 pursuant to the Exchange Act,
and all amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and the Prospectus and to be a part hereof and thereof
from the date of the filing of such documents. Any statement contained in the
documents incorporated, or deemed to be incorporated, by reference herein or in
the Prospectus shall be deemed to be modified or superseded for purposes of this
Registration Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein or therein
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 and the Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to the
Secretary, Northeast Indiana Bancorp, Inc., 648 N. Jefferson Street, Huntington,
Indiana 46750-2101, telephone number (260) 356-3311.
II-2
All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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The Certificate of Incorporation of the Company provides that a director or
officer of the Company shall be indemnified by the Company to the fullest extent
authorized by the Delaware General Corporation Law against all expenses,
liability and loss reasonably incurred or suffered by such person in connection
with his activities as a director or officer or as a director, officer, employee
or agent of another company, if the director, officer, employee or agent held
such position at the request of the Company. Delaware law requires that such
director, officer, employee or agent, in order to be indemnified, must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best interests of the Company and, with respect to any criminal action or
proceeding, either had reasonable cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.
The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other right which a person seeking indemnification may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Company, agreement, vote of stockholders or disinterested directors or
otherwise.
These provisions may have the effect of deterring shareholder derivative
actions, since the Company may ultimately be responsible for expenses for both
parties to the action. A similar effect would not be expected for third-party
claims.
In addition, the Certificate of Incorporation and Delaware law also provide
that the Company may maintain insurance, at its expense, to protect itself and
any director, officer, employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Company has the power to indemnify such
person against such expense, liability or loss under the Delaware General
Corporation Law. The Company has such insurance.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
II-3
Item 8. Exhibits.
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See the Index to Exhibits to this Registration Statement.
Item 9. Undertakings.
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(a) The Company 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;
(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,
represents 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 a prospectus filed with the
SEC 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.
(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) above 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 SEC by the Company pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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) 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 Company hereby undertakes that, for purpose of determining
any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the SEC 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 Company of expenses
incurred or paid by a director, officer or controlling person of
the Company 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
Company 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 and will be governed by the final adjudication
of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all 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
Huntington, State of Indiana, on August 26, 2002.
NORTHEAST INDIANA BANCORP, INC.
By: /s/ Stephen E. Zahn
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Stephen E. Zahn
Chairman of the Board, President and
Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen E. Zahn 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 other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all said attorney-in-fact and agent or their
substitutes or substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
/s/ Stephen E. Zahn /s/ Randy J. Sizemore
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STEPHEN E. ZAHN, Chairman of the RANDY J. SIZEMORE, Senior Vice
Board, President and President and
Chief Executive Officer Chief Financial Officer
Date: August 26, 2002 Date: August 26, 2002
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/s/ Michael S. Zahn /s/ Randall C. Rider
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MICHAEL S. ZAHN, Director and RANDALL C. RIDER, Director
Senior Vice President
Date: August 26, 2002 Date: August 26, 2002
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/s/ Dan L. Stephan /s/ J. David Carnes
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DAN L. STEPHAN, Director J. DAVID CARNES, MD, Director
Date: August 26, 2002 Date: August 26, 2002
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Index to Exhibits
Reference to
Regulation S-B Prior filing or
Exhibit Exhibit Number
Number Document Attached Hereto
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4.1 Articles of Incorporation, including amendments thereto *
4.2 Bylaws *
4.3 Form of Stock Certificate of Northeast Indiana Bancorp, Inc. *
5 Opinion of Katten Muchin Zavis Rosenman 5
23.1 Consent of Crowe, Chizek and Company LLP 23.1
23.2 Consent of Katten Muchin Zavis Rosenman Included in Exhibit 5
24 Power of Attorney Contained on signature page
* Filed as an Exhibit to the Company's Form S-1 Registration Statement filed on
May 23, 1995 (File No. 33-90558) pursuant to Section 5 of the Securities Act of
1933. All of such previously filed documents are hereby incorporated herein by
reference in accordance with item 601 of Regulation S-B.