As filed with the Securities and Exchange Commission on May 9, 2003
Registration No. 333- 56111
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO.1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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AMERIANA BANCORP
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(Exact Name of Registrant as Specified in Its Charter)
INDIANA 35-1782688
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2118 BUNDY AVENUE
NEW CASTLE, INDIANA 47362
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(Address of Principal Executive Offices)
AMERIANA BANCORP AMENDED AND RESTATED
1996 STOCK OPTION AND INCENTIVE PLAN
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(Full Title of the Plan)
HARRY J. BAILEY, PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERIANA BANCORP
2118 BUNDY AVENUE
NEW CASTLE, INDIANA 47362
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(Name and Address of Agent For Service)
(765) 529-2230
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(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
GARY R. BRONSTEIN, ESQUIRE
STRADLEY RONON STEVENS & Young, LLP
1220 19th Street NW, Suite 600
Washington, DC 20036
202-419-8401
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8 (the "Amendment No. 1") is being filed solely to attach the form of Ameriana
Bancorp Amended and Restated 1996 Stock Option and Incentive Plan (the "1996
Plan"). The original Form S-8 Registration Statement (File No. 333-56111) was
filed with the Commission on June 5, 1998 (the "Registration Statement"). The
1996 Plan is attached hereto as Exhibit 99.1. The Registration Statement is not
otherwise amended or superseded by this Amendment No. 1.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
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The exhibits scheduled to be filed or included as part of this Registration
Statement are as follows:
5 Opinion of Housley Kantarian & Bronstein, P.C. as to the legality of
the Common Stock being registered (1)
23.1 Consent of Housley Kantarian & Bronstein, P.C. (appears in their
opinion filed as Exhibit 5) (1)
23.2 Consent of Olive LLP (1)
24 Power of Attorney (contained in the signature page to this
registration statement) (1)
99.1 Ameriana Bancorp Amended and Restated 1996 Stock Option and Incentive
Plan
99.2 Form of Stock Option Agreement to be entered into with Optionees with
respect to Incentive Stock Options granted under the Ameriana Bancorp
1996 Stock Option and Incentive Plan as Amended (1)
99.3 Form of Stock Option Agreement to be entered into with Optionees with
respect to Non-Incentive Stock Options granted under the Ameriana
Bancorp 1996 Stock Option and Incentive Plan as Amended (1)
99.4 Form of Agreement to be entered into with Optionees with respect to
Stock Appreciation Rights granted under the Ameriana Bancorp 1996
Stock Option and Incentive Plan as Amended (1)
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(1) Previously filed as an Exhibit to the Registrant's Form S-8 filed with the
Securities and Exchange Commission on June 5, 1998, and incorporated herein
by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 New Castle, State of Indiana, on May 9, 2003.
AMERIANA BANCORP
By: /s/ Harry J. Bailey
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Harry J. Bailey
President
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on May 9, 2003.
Signatures Title
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By: /s/ Harry J. Bailey President, Chief Executive Officer and Director
- ---------------------------------------- (Principal Executive Officer)
Harry J. Bailey
By: /s/ Bradley L. Smith Senior Vice President - Treasurer (Principal
----------------------------------------- Financial and Accounting Officer)
Bradley L. Smith
By: * Chairman of the Board and Director
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Paul W. Prior
By: * Director
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Donald C. Danielson
By: * Director
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Charles M. Drackett, Jr.
By: * Director
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R. Scott Hayes
By: * Director
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Michael E. Kent
By: * Director
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Ronald R. Pritzke
* By:/s/ Harry J. Bailey
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Harry J. Bailey, Attorney-in-Fact
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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5 Opinion of Housley Kantarian & Bronstein, P.C. as to the
legality of the Common Stock being registered (1)
23.1 Consent of Housley Kantarian & Bronstein, P.C. (appears in
their opinion filed as Exhibit 5) (1)
23.2 Consent of Olive LLP (1)
24 Power of Attorney (contained in the signature page to this
registration statement) (1)
99.1 Ameriana Bancorp Amended and Restated 1996 Stock Option and
Incentive Plan
99.2 Form of Stock Option Agreement to be entered into with
Optionees with respect to Incentive Stock Options granted
under the Ameriana Bancorp 1996 Stock Option and Incentive
Plan as Amended (1)
99.3 Form of Stock Option Agreement to be entered into with
Optionees with respect to Non-Incentive Stock Options granted
under the Ameriana Bancorp 1996 Stock Option and Incentive
Plan as Amended (1)
99.4 Form of Agreement to be entered into with Optionees with
respect to Stock Appreciation Rights granted under the
Ameriana Bancorp 1996 Stock Option and Incentive Plan
as Amended (1)
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(1) Previously filed as an Exhibit to the Registrant's Form S-8 filed with the
Securities and Exchange Commission on June 5, 1998, and incorporated herein
by reference.