As filed with the Securities and Exchange Commission on February 6, 2017.

Registration No. 333-______

 
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
(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)

 

 
John B. Griffith, Esquire
General Counsel
1st Source Corporation
100 North Michigan Street
South Bend, Indiana 46601
(574) 235-2000
(Name, address, and telephone number, including area code, of agent for service)

 

 
With copies to:

 
Eric R. Moy, Esquire
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, Indiana 46204
(317) 231-7298
 



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
r
Accelerated filer
 
Non-accelerated filer
(Do not check if a smaller reporting company)
r
Smaller reporting company
r

CALCULATION OF REGISTRATION FEE


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.


STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933 to register 229,439 additional shares of the Common Stock of 1st Source Corporation (the “Company”) under the 1st Source Corporation 1982 Restricted Stock Award Plan, as amended (the “Plan”). In accordance with General Instruction E to form S-8, the Company hereby incorporates by reference Company’s prior Registration Statements on Form S-8 filed by the Company with respect to the Plan on December 6, 2002 (File No. 333-101711) and April 25, 2011 (File No. 333-173717), together with all exhibits filed therewith or incorporated therein by reference.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
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
 
* Filed herewith


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 South Bend, State of Indiana, on February 6, 2017.
 
1st Source Corporation
     
 
By:
/s/ Christopher J. Murphy III
   
Christopher J. Murphy III
   
Chairman of the Board and Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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 INDEX
 
 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
 
* Filed herewith