As filed with the Securities and Exchange Commission on
June 18, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
Under
The Securities Act of 1933
HEARTLAND FINANCIAL USA, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
42-1405748
(I.R.S. Employer Identification No.)
1398 Central Avenue
Dubuque, Iowa 52004
(Address of principal executive offices)
HEARTLAND FINANCIAL USA, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
John K. Schmidt
Executive Vice President
Heartland Financial USA, Inc.
1398 Central Avenue
Dubuque, Iowa 52004
(Name and address of agent for service)
(319) 589-2000
(Telephone number, including area code, of agent for service)
With copies to:
Douglas J. Tucker, Esq.
Richard A. Sirus, Esq.
Barack, Ferrazzano, Kirschbaum & Perlman
333 West Wacker Drive, Suite 2700
Chicago, Illinois 60606
(312) 984-3100
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of Maximum Maximum Registration
Securities Amount Offering Aggregate Fee (3)
to be to be Price per Offering
Registered Registered(1)(2) Share (3) Price(2)(3)
Common Stock,
$1.00
Par Value 200,000 $20.00 $4,000,000 $1,379
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement
also covers an indeterminate amount of interests to be
offered or sold pursuant to the Heartland Financial USA,
Inc. Employee Stock Purchase Plan (the "Plan").
(2) Pursuant to Rule 416(a) under the Securities Act, this
Registration Statement also registers such indeterminate
number of additional shares as may be issuable under the
Plan in connection with share splits, share dividends or
similar transactions.
(3) Estimated pursuant to Rule 457(h) under the Securities Act,
solely for the purpose of calculating the registration fee,
based on the average of the bid and asked prices for the
Registrant's common stock as reported within five business
days prior to the date of this filing.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participants in the
Heartland Financial USA, Inc. Employee Stock Purchase Plan (the
"Plan") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission,
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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by
Heartland Financial USA, Inc. (the "Company") with the Commission
are hereby incorporated by reference into this Registration
Statement:
(a) The Company's Annual Report on Form 10-K
(the "Annual Report") filed by the Company (SEC
File No. 0-24724) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")
with the Commission on March 29, 1996.
(b) All other reports filed 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 in (a) above.
(c) The description of the Company's Common
Stock set forth on pages 108-112 of Amendment
No. 1 to the Company's Registration Statement on
Form S-4, filed with the Commission on May 4,
1994 (SEC file No. 33-76228), is hereby
incorporated by reference, together with all
amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company or the Plan
with the Commission pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act, 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 to be a part 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 therein shall be deemed to be modified or
superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (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.
Item 4. Description of Securities.
The description of the Company's Common Stock set forth on
pages 108-112 of Amendment No. 1 to the Company's Registration
Statement on Form S-4, filed with the Commission on May 4, 1994
(SEC file No. 33-76228), is hereby incorporated by reference,
together with all amendments or reports filed for the purpose of
updating such description.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
In accordance with the General Corporation Law of the State
of Delaware found at Chapter 1 of Title 8 of the Delaware Code
(the "DGCL"), Article IX of the Company's Certificate of
Incorporation (the "Certificate") provides that any director or
officer of the Company, who in his or her capacity as such is
made or threatened to be made a party to any suit or proceeding,
must be indemnified if such director or officer acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company. The DGCL
further provides that such indemnification is not exclusive of
any other rights to which such individuals may be entitled under
a company's certificate of incorporation or any agreement,
insurance policy, vote of stockholders or disinterested directors
or otherwise. Additionally, under Article X of the Certificate,
members of the board of directors of the Company may not be held
personally liable for monetary damages to the Company or its
stockholders for breach of fiduciary duty except for specifically
enumerated acts.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Exhibit Index following the signature page to this
Registration Statement, which Exhibit Index is incorporated
herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to the
Registration Statement to include: (i) 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
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement; and (iii) 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 provisions (i) and (ii) of this
undertaking are inapplicable if the information to be
filed thereunder is contained in periodic reports filed by
the Company pursuant to Sections 13 or 15(d) of the
Exchange Act and incorporated by reference into 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.
(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 undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provision, or otherwise, the registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities 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 director, officer or controlling person of the registrant of
expenses incurred or paid by a director, officer or controlling
person 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
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
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
The Registrant. 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 Dubuque,
State of Iowa, on June 18, 1996.
HEARTLAND FINANCIAL USA, INC.
By: /s/ Lynn S. Fuller
----------------------------
Lynn S. Fuller
Chairman of the Board and
Chief Executive Officer
By: /s/ John K. Schmidt
----------------------------
John K. Schmidt
Executive Vice
President and
Chief Financial Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose
signature appears below constitutes and appoints Lynn S. Fuller
and John K. Schmidt, and each of them, their true and lawful
attorney-in-fact and agent, each with full power of substitution
and re-substitution, for them and in their name, place and stead,
in any and all capacities to sign any or all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and
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 in and about the
premises, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or any of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by each of the
following persons in the capacities indicated on the dates
indicated below on June 18, 1996.
Signature Title
/s/ Lynn S. Fuller Chairman of the Board and Chief
Lynn S. Fuller Executive Officer
/s/ Lynn B. Fuller Director and President
Lynn B. Fuller
/s/ Mark C. Falb Director
Mark C. Falb
/s/ Evangeline K. Jansen Director
Evangeline K. Jansen
/s/ Gregory R. Miller Director
Gregory R. Miller
/s/ James A. Schmid Director
James A. Schmid
/s/ Robert Woodward Director
Robert Woodward
/s/ John K. Schmidt Executive Vice President and
John K. Schmidt Chief Financial Officer
HEARTLAND FINANCIAL USA, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Exhibit
No. Description
4.1 Certificate of Incorporation of Heartland
Financial USA, Inc. (incorporated by reference to
Exhibit 3.1 of the Form S-4 Registration Statement
filed with the Commission on March 10, 1994, as amended
(SEC File No. 33-76228))
4.2 Bylaws of Heartland Financial USA, Inc.
(incorporated by reference to Exhibit 3.2 of the Form S-
4 Registration Statement filed with the Commission on
March 10, 1994, as amended (SEC File No. 33-76228))
5.1 Opinion of Barack, Ferrazzano, Kirschbaum & Perlman
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on Signature Page to
this Registration Statement)
99.1 Heartland Financial USA, Inc. Employee Stock
Purchase Plan