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Item
8.01
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Other
Events
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The sole
purpose of this filing of this Report on Form 8-K by the Registrant, German
American Bancorp, Inc., is to update the descriptions of its Common Shares, no
par value (the “Common Shares”) that Registrant has previously filed with the
Securities and Exchange Commission (the “Commission”) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and has updated from time
to time by other filings with the Commission for the purposes of the continuing
registration of such class of securities under the Exchange Act.
The
Registrant in November 2006 comprehensively updated its description of the
Common Shares under the heading "Description of German American Capital Stock"
in the Prospectus/Proxy Statement that formed part of the Registrant’s
Registration Statement on Form S-4 (File No. 333-16331) filed in November, 1996,
as amended (the “1996 S-4)”. That comprehensive description of the
Common Shares in the 1996 S-4 was incorporated by reference into the Proxy
Statement/Prospectus for those Common Shares that were registered for issuance
in a subsequent business combination on Form S-4 (File No. 333-1267040) that the
Registrant filed with the Commission in July, 2005 (the “2005
S-4”). The 2005 S-4 updated that description in certain respects as
described below.
Since the
filing of the 2005 S-4, certain changes (all of which have been previously
reported) affecting the Registrant’s Common Shares have occurred, and the
purpose of the filing of this Form 8-K is to update such descriptions through
October 20, 2010, for purposes of the continuing registration of such Common
Shares under the Exchange Act.
Clarification Regarding the
Designation of the Common Shares as “No Par Value” as
Compared
with the “Stated Value” of
$1.00 Per Share of the Common Shares
The
current specimen of the face of the stock certificate for the Common Shares is
filed as Exhibit 99.1 to this Report. The face of that specimen
describes the Common Shares as “Common Stock, $1.00 Stated
Value.” Registrant’s Restatement of the Articles of Incorporation
adopted in April 2006 and filed with the Indiana Secretary of State in May 2006
(which are filed as part of this report via incorporation by reference as
Exhibit 99.2), in Article V thereof, explicitly provide that the Common Shares
“shall have no par value.” Such Article V continues, however, to
state that such Common Shares shall “[s]olely for the purpose of any statute or
regulation imposing any tax or fee based upon the capitalization of the
[Registrant]….be deemed to have a stated value of $1.00 per
share.” Accordingly, while the Common Shares have no par value, and
for purposes of the Exchange Act the Registrant has therefore described its
Common Shares in that fashion, it is also true that such Common Shares, solely
for the limited purpose of computing taxes or fees that might be assessed
against the capitalization of the Registrant, have a specified “stated value” of
$1.00 per share.
Change of Corporate Name of
the Registrant
As previously reported, and pursuant to
the previously filed Restatement of the Articles of Incorporation (Exhibit 99.2
to this Report), the Registrant changed its corporate name in 2006 to “German
American Bancorp, Inc.” from “German American
Bancorp.” Accordingly, the Common Shares are now issued by an
issuer of a different name than the name of the issuer of the Common Shares at
the time of the 1996 S-4 and the 2005 S-4.
Expiration of Shareholder
Rights Plan in Accordance with its Terms
The 2005
S-4 updated the 1996 S-4 description of the Common Shares by describing a
ten-year shareholder rights plan that had been adopted in April 2000 by the
board of directors of the Registrant (the "Plan"). Under the Plan,
each Common Share issued by the Registrant was accompanied by a Preferred Share
Purchase Right that was not separately certificated or separately transferable.
This Plan expired by its terms in April 2010 and the related Preferred Share
Purchase Rights are no longer valid or exercisable, and no longer accompany the
Common Shares.
Direct Registration of the
Issuance, Ownership and Transfer of Common Shares
As
previously reported by Registrant’s Current Report on Form 8-K filed with the
Commission on February 16, 2007, the Registrant’s Bylaws were amended in various
respects in February 2007. Included in such amendments were
amendments to Article VIII of the Bylaws, entitled “Shares,” which clarified
that the Registrant may register the issuance, ownership and transfer of its
shares either in certificated or in uncertificated (direct registration)
form. These 2007 additions to the Bylaws remain in the Restated
Bylaws of the Registrant, as amended and restated July 27, 2009, which are filed
as Exhibit 99.3 to this report and incorporated herein by
reference.
Continued Fairness of
Description of the Common Shares in the 1996 S-4, as Updated
The 1996 S-4, as updated by the 2005
S-4 and as clarified and updated by this Item 8.01, together constitute the
description of the Common Shares for purposes of the registration requirements
of the Exchange Act in respect of such Common Shares.
