Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Indiana United Bancorp
(Exact name of registrant as specified in its charter)
Indiana. . . . . . . . . . . . . . . . . . . . . . . . 35-1562245
(State or other jurisdiction of. . . . . . . . . . . . (I.R.S. Employer
incorporation or organization) . . . . . . . . . . . . Identification No.)
201 North Broadway
Post Office Box 87
Greensburg, Indiana 47240
(Address of Principal Executive Offices)
Indiana United Bancorp 401(k) Plan
(Formerly Indiana United Bancorp Retirement
and Savings Incentive Plan )
(Full title of the plan)
Robert E. Hoptry, Chief Executive Officer
Indiana United Bancorp
201 North Broadway
Post Office Box 87
Greensburg, Indiana 47240
(Name and address of agent for service)
(812) 663-4711
(Telephone number, including
area code, of agent for service)
Copies to:
Veronica L. Jarnagin, Esq. . . . . . . . . . . . . . . David W. Harper, Esq.
Ice Miller Donadio & Ryan. . . . . . . . . . . . . . . 2450 Meidlinger Tower
One American Square, Box 82001 . . . . . . . . . . . . Louisville, Kentucky 40202
Indianapolis, Indiana 46282
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered . Registered(1) price per unit price(2) registration fee
Common Stock, . . . Additional
No par value. . . . 100,000 shares $ 54.92 $ 5,492,000 $ 1,664.24
<FN>
(1)These are additional securities of the same class, to be offered pursuant to the same
employee benefit plan as those registered pursuant to Registration No. 33-45395. Pursuant to
General Instruction E of Form S-8, this registration statement covers only the additional shares
being registered.
(2)The registration fee has been calculated pursuant to Rule 457(c) and (h) based upon the last
sale price reported for the Common Stock on June 29, 1998.
INFORMATION INCORPORATED BY REFERENCE
- 5 -
The contents of the registrant's Registrant Statement on Form S-8, File No.
33-45395, heretofore filed with the Securities and Exchange Commission (the
Commission ) on January 29, 1992, pursuant to the Securities Exchange Act of
1934, as amended, and the Post-Effective Amendment No. 1 to the Form S-8
Registration Statement filed with the Commission on August 19, 1993, are
incorporated herein by reference.
ADDITIONAL INFORMATION
The Indiana United Bancorp Retirement and Savings Incentive Plan is restated,
effective May 1, 1998, to be designated the Indiana United Bancorp 401(k)
Plan (the 401(k) Plan ). The 401(k) Plan is being restated for purposes of
(i) complying with changes in the Internal Revenue Code of 1986, as amended
(the Code ) in accordance with the Uniformed Services Employee Reemployment
Rights Act of 1994, Small Business Job Protection Act of 1996 and Taxpayer
Relief Act of 1997; (ii) adding daily valuation of funds; (iii) adding
participant directed investment in mutual fund-based investment alternatives
and in Company stock; and (iv) adding as a participating employer Peoples
Trust Company.
PTC Bancorp will merge into Indiana United Bancorp and employees of PTC
Bancorp and its affiliates (such as People's Trust Company) shall be eligible
to participate in the 401(k) Plan as of May 1, 1998.
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 Indianapolis, State of Indiana, on
April 28th , 1998.
INDIANA UNITED BANCORP.
By: /s/ Robert E. Hoptry
Robert E. Hoptry, 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
indicated, on the 28th day of April, 1998.
/s/ Robert E. Hoptry. . Chairman of the Board,
Robert E. Hoptry. . . . Chief Executive Officer
/s/ James L. Saner . . President, Chief Operating Officer and Director
James L. Saner
/s/ Jay B. Fager . . . Treasurer (Principal Accounting Officer,
Principal
Jay B. Fager. . . . . . Financial Officer)
/s/ Robert S. Dunevant Vice Chairman of the Board
Robert S. Dunevant
/s/ John E. Back . . . Director
/s/ William G. Barron. Director
William G. Barron
/s/ Dale J. Deffner. . Director
Dale J. Deffner
/s/ Philip A. Frantz . Director
Philip A. Frantz
/s/ Dale E. Smith. . . Director
Dale E. Smith
/s/ Martin G. Wilson . Director
Martin G. Wilson
/s/ Edward J. Zoeller. Director
Edward J. Zoeller
Pursuant to the requirements of the Securities Act of 1933, the administrative
committee of the 401(k) Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Greensburg, State of Indiana, on April 28th, 1998.
INDIANA UNITED BANCORP 401(k) PLAN
By: /s/ Robert E. Hoptry
Robert E. Hoptry, Chief Executive Officer