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As filed with the Securities and Exchange Commission on February 3, 2003
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INDIAN VILLAGE BANCORP, INC.
(exact name of registrant as specified in its certificate of incorporation)
PENNSYLVANIA 34-1891199
(state or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
100 SOUTH WALNUT STREET
GNADENHUTTEN, OHIO 44629
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
INDIAN VILLAGE COMMUNITY BANK
401(K) PLAN
(Full Title of the Plan)
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COPIES TO:
MARTY R. LINDON VICTOR L. CANGELOSI, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER SUZANNE A. WALKER, ESQUIRE
INDIAN VILLAGE COMMUNITY BANK MULDOON MURPHY & FAUCETTE LLP
100 SOUTH WALNUT STREET 5101 WISCONSIN AVENUE, N.W.
GNADENHUTTEN, OHIO 44629 WASHINGTON, D.C. 20016
(740) 254-4313 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
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Title of each Class of Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of Registration
Securities to be Registered Registered (1) Price Per Share Offering Price(2) Fee
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Common Stock
$.01 par Value 3,164 Shares (3) $17.75 $56,175 $6.00
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Participation
Interests (4) (5)
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(1)Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Indian Village Community Bank 401(k) Plan (the "Plan") as the result of a
stock split, stock dividend or similar adjustment of the outstanding common
stock of Indian Village Bancorp, Inc. (the "Company") pursuant to 17 C.F.R.
ss.230.416(a).
(2)Estimated solely for the purpose of calculating the registration fee.
(3)The average of the bid and ask price of the Company common stock as
reported on February 3, 2003 in accordance with 17 C.F.R. ss.230.457(c).
(4)In addition, pursuant to 17 C.F.R. ss.230.416(c), this registration statement
also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein based upon the maximum
amount that could be issued under the plan pursuant to 17 C.F.R.
ss.230.457(h).
(5)In accordance with 17 C.F.R. ss.230.457(h), where securities are to be
offered pursuant to an employee benefit plan, the aggregate offering price
and the amount of the registration fee shall be computed with respect to the
maximum number of shares of Common Stock that may be purchased with the
current assets of such Plan. Accordingly, no separate fee is required for the
participation interests.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
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INDIAN VILLAGE BANCORP, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Indian Village
Community Bank 401(k) Plan (the "Plan") required by Part I of the Registration
Statement will be sent or given to the participants in the Plan as specified by
Rule 428(b)(1). Such documents are not filed with the Securities and Exchange
Commission (the "SEC") either as a part of this Registration Statement or as a
prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule
428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated by
reference in this Registration Statement:
(a) The Form 10-KSB report filed by the Company on September 30, 2002,
for the fiscal year ended June 30, 2002 (File No. 000-25971) which includes
consolidated balance sheets of Indian Village Bancorp, Inc. as of June 30, 2002
and June 30, 2001, and the related consolidated statements of income,
comprehensive income, shareholders' equity and cash flows for the years ended
June 30, 2002 and June 30, 2001.
(b) The Form 10-QSB report filed by the Company on November 14, 2002, for
the quarter ended September 30, 2002 (File No. 000-25971).
(c) The Form 11-K report filed on behalf of the Plan on February 3, 2003
for the Plan Year ended December 31, 2001.
(d) The description of the Registrant's Common Stock contained in the
Companys's Form 8-A (File No. 000-25971), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on May 4, 1999, and declared effective May
14, 1999 as incorporated by reference from the Company's Form SB-2 (File No.
333-74621) declared effective on May 14, 1999.
(e) All documents filed by the Company and the Plan, where applicable,
pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
deregisters all securities then remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR 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 WHICH ALSO IS INCORPORATED OR 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
The Common Stock to be offered pursuant to the Plan has been registered pursuant
to Section 12(g) of the Exchange Act. Accordingly, a description of the Common
Stock is not required herein.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.
Article 9 of the Registrant's Certificate of Incorporation provides as follows:
A. Personal Liability of Directors. A director of the Corporation
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shall not be personally liable for monetary damages for any action taken, or any
failure to take any action, as a director except to the extent that by law a
director's liability for monetary damages may not be limited.
B. Indemnification. The Corporation shall indemnify any person
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who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, including actions by or in the
right of the Corporation, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding to the full extent permissible under Pennsylvania law.
C. Advancement of Expenses. Reasonable expenses incurred by an
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officer, director, employee or agent of the Corporation in defending a civil or
criminal action, suit or proceeding described in Section B of this Article 9 may
be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such person
to repay such amount if it shall ultimately be determined that the person is not
entitled to be indemnified by the Corporation.
D. Other Rights. The indemnification and advancement of expenses
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provided by or pursuant to this Article 9 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any insurance or other agreement, vote of stockholders or
directors or otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding an office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.
E. Insurance. The Corporation shall have the power to purchase and
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maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article 9.
F. Security Fund; Indemnity Agreements. By action of the Board
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of Directors (notwithstanding their interest in the transaction), the
Corporation may create and fund a trust fund or fund of any nature, and may
enter into agreements with its officers, directors, employees and agents for the
purpose of securing or insuring in any manner its obligation to indemnify or
advance expenses provided for in this Article 9.
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G. Modification. The duties of the Corporation to indemnify and to
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advance expenses to any person as provided in this Article 9 shall be in the
nature of a contract between the Corporation and each such person, and no
amendment or repeal of any provision of this Article 9, and no amendment or
termination of any trust or other fund created pursuant to Section F of this
Article 9, shall alter to the detriment of such person the right of such person
to the advance of expenses or indemnification related to a claim based on an act
or failure to act which took place prior to such amendment, repeal or
termination.
H. Proceedings Initiated by Indemnified Persons. Notwithstanding
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any other provision of this Article 9, the Corporation shall not indemnify a
director, officer, employee or agent for any liability incurred in an action,
suit or proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an intervenor or
AMICUS CURIAE by the person seeking indemnification unless such initiation of or
participation in the action, suit or proceeding is authorized, either before or
after its commencement, by the affirmative vote of a majority of the directors
in office.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
4 Stock Certificate of Indian Village Bancorp, Inc.1
8 Tax Opinion not required. The Registrant has submitted or hereby
undertakes to submit the 401(k) Plan and any amendment 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.
10 Indian Village Community Bank 401(k) Plan and Adoption Agreement.
23 Consent of Crowe, Chizek and Company LLP.
24 Power of Attorney is located on the signature pages.
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1 Incorporated herein by reference from the Exhibit of the same number contained
in the Registration Statement on Form SB-2 (SEC No. 333-74621), as amended.
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ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, 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 the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information 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
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 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(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.
(2) That, for determining 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 the securities at that time to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities that remain unsold at the termination of the
Offering.
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 Section 13(a) or 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 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.
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 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 Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, officer or controlling person
in connection with the securities being registered, the Registrant 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
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indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Indian Village
Bancorp, Inc. certifies that is 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 Gnadenhutten, Ohio on December 19, 2002.
INDIAN VILLAGE BANCORP, INC.
By:/s/ Marty R. Lindon
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Marty R. Lindon
President and Chief Executive Officer
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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 dates indicated.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Marty R. Lindon and Andrea R. Miley, as his or
her true and lawful attorney-in-fact and agent with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities to sign any or all amendments to the Form S-8
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the U.S. Securities and Exchange
Commission, respectively, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and things requisite
and necessary to be done as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Name Title Date
/s/ Marty R. Lindon Director, President and December 19, 2002
- ----------------------------- Chief Executive Officer
Marty R. Lindon (principal executive officer)
/s/ Andrea R. Miley Vice President and Controller December 19, 2002
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Andrea R. Miley financial officer)
/s/ Rebecca S. Mastin Chairperson of the Board December 19, 2002
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Rebecca S. Mastin
/s/ John A. Beitzel Vice Chairman of the Board December 19, 2002
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John A. Beitzel
/s/ Michael A. Cochran Corporate Secretary and December 19, 2002
- ----------------------------- Director
Michael A. Cochran
/s/ Vernon E. Mishler Director December 19, 2002
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Vernon E. Mishler
/s/ Joanne Limbach Director December 19, 2002
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Joanne Limbach
/s/ Cindy S. Knisely Director December 19, 2002
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Cindy S. Knisely
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THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the Indian Village Community Bank 401(k) Plan) have
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Gnadenhutten, Ohio on
December 19, 2002.
INDIAN VILLAGE COMMUNITY BANK
401(K) PLAN
By: /s/ Marty R. Lindon
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Marty R. Lindon
President and Chief Executive Officer
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EXHIBIT INDEX
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Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
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4 Stock Certificate of Incorporated herein by reference from the Exhibits
Indian Village of the Registrant's Registration Statement on Form
Bancorp, Inc. SB-2 filed with the SEC
10 Indian Village Filed herewith.
Community Bank
401(k) Plan and
Adoption Agreement
23 Consent of Crowe, Filed herewith.
Chizek and Company
LLP
24 Power of Attorney Located on the signature page.
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EXHIBIT 10 INDIAN VILLAGE COMMUNITY BANK 401(K) PLAN AND ADOPTION AGREEMENT
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EXHIBIT 23 CONSENT OF CROWE, CHIZEK AND COMPANY LLP