-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CR4DqpYSedBxbW+lImhgBddsSAB0gSVO08QUlfymCTlmflflCgfSNrf6RhrCKoho z4zDSbHWPr5JgcotB98cOg== 0000950152-02-006609.txt : 20020823 0000950152-02-006609.hdr.sgml : 20020823 20020823105510 ACCESSION NUMBER: 0000950152-02-006609 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020823 EFFECTIVENESS DATE: 20020823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORIZON BANCORP /IN/ CENTRAL INDEX KEY: 0000706129 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 351562417 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-98609 FILM NUMBER: 02746486 BUSINESS ADDRESS: STREET 1: 515 FRANKLIN SQ CITY: MICHIGAN CITY STATE: IN ZIP: 46360 BUSINESS PHONE: 2198790211 MAIL ADDRESS: STREET 1: 515 FRANKLIN SQ CITY: MICHIGAN CITY STATE: IN ZIP: 46360 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS MICHIANA FINANCIAL CORP DATE OF NAME CHANGE: 19861021 S-8 1 l95302asv8.txt HORIZON BANCORP S-8 As filed with the Securities and Exchange Commission on August 23, 2002 Registration Statement No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ================================================================================ HORIZON BANCORP (Exact Name of Registrant as Specified in Its Charter) INDIANA 35-1562417 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 515 FRANKLIN SQUARE MICHIGAN CITY, INDIANA 46360 (Address of Principal Executive Offices) 1987 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN OF HORIZON BANCORP AND 1997 KEY EMPLOYEES' STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN OF HORIZON BANCORP (Full Title of the Plans) Copies to: CRAIG M. DWIGHT CURT W. HIDDE PRESIDENT AND JAN NEUENSCHWANDER CHIEF EXECUTIVEOFFICER LEAGRE CHANDLER & MILLARD LLP 515 FRANKLIN SQUARE 135 NORTH PENNSYLVANIA STREET, SUITE 1400 MICHIGAN CITY, IN 46360 INDIANAPOLIS, INDIANA 46204 (219) 873-2640 (317) 808-3000 (Name, address and telephone number, including area code, of Agent for Service) ----------------------------
CALCULATION OF REGISTRATION FEE ================================================================================================================================= Proposed Maximum Proposed Maximum Amount of Title of Securities to be Registered Amount to be Offering Price Per Aggregate Offering Registration Fee Registered (1) Share (2) Price (2) - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value 269,400 $20.80 $5,603,520 $515.53 - ---------------------------------------------------------------------------------------------------------------------------------
(1) Represents number of shares of Common Stock available for issuance pursuant to the 1987 Stock Option and Stock Appreciation Rights Plan of Horizon Bancorp and the 1997 Key Employees' Stock Option and Stock Appreciation Rights Plan of Horizon Bancorp. (2) Estimated in accordance with Rule 457 solely for the purpose of calculating the registration fee based upon the closing price of Horizon Bancorp common stock as reported on the Nasdaq SmallCap Market on August 16, 2002, which is a date within 5 business days prior to the filing of this Registration Statement. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. Information required by Part I, Item 1 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the introductory Note to Part I of Form S-8. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in the Section 10(a) prospectus), other documents required to be delivered to eligible employees pursuant to Rule 428(b) or additional information about the 1987 Stock Option and Stock Appreciation Rights Plan of Horizon Bancorp and the 1997 Key Employees' Stock Option and Stock Appreciation Rights Plan of Horizon Bancorp that are covered by this Registration Statement are available without charge by contacting James H. Foglesong, Chief Financial Officer, at (219) 879-0211. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents of the registrant, Horizon Bancorp (the "Registrant"), filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference in this Registration Statement: (a) Annual Report on Form 10-K filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the Registrant's fiscal year ended December 31, 2001. (b) (1) Quarterly Report on Form 10-Q filed with the Commission pursuant to the Exchange Act for the Registrant's fiscal quarter ended March 31, 2002. (b) (2) Quarterly Report on Form 10-Q filed with the Commission pursuant to the Exchange Act for the Registrant's fiscal quarter ended June 30, 2002. (c) The description of the Registrant's Common Stock found under the caption "Description of Common Stock" in the Registrant's Registration Statement on Form S-3 filed under the Securities Act of 1933 with the Commission on April 15, 2002. -2- All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained 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 that also is incorporated or is 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. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant is an Indiana corporation. The Registrant's officers, directors and employees are entitled to be indemnified under Indiana law and the Registrant's Articles of Incorporation and Bylaws against certain liabilities and expenses. Chapter 37 of The Indiana Business Corporation Law (the "IBCL") requires a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or an officer of the corporation who is wholly successful, on the merits or otherwise, in the defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, against reasonable expenses, including counsel fees, incurred in connection with the proceeding. The IBCL also permits a corporation to indemnify a director, officer, employee or agent who is made a party to a proceeding because the person was a director, officer, employee or agent of the corporation against liability incurred in the proceeding if: (i) the individual's conduct was in good faith; and (ii) the individual reasonably believed (A) in the case of conduct in the individual's official capacity with the corporation, that the conduct was in the corporation's best interests and (B) in all other cases, that the individual's conduct was at least not opposed to the corporation's best interests; and (iii) in the case of a criminal proceeding, the individual either (A) had reasonable cause to believe the individual's conduct was lawful or (B) had no reasonable cause to believe the individual's conduct was unlawful. The IBCL permits a corporation to pay for or reimburse reasonable expenses incurred before the final disposition of a proceeding and permits a court of competent jurisdiction to order a corporation to indemnify a director or officer if the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the person met the standards for indemnification otherwise provided in the IBCL. -3- The Registrant's Articles of Incorporation and Bylaws provide for mandatory indemnification of officers, directors and employees if they are wholly successful on the merits of a proceeding and satisfy the standards of conduct specified by the IBCL set forth in the preceding paragraph. The Articles of Incorporation and Bylaws also provide that any director, officer or employee of the Registrant or any person who is serving at the request of the Registrant as a director, officer, or employee of another entity shall be indemnified and held harmless by the Registrant to the same extent as the Registrant's directors, officers and employees. In any proceeding, an officer, director or employee is entitled to be indemnified against all liabilities and expenses related to the proceeding including attorneys' fees, judgments, fines, penalties and amounts paid or to be paid in settlement. The Registrant's Articles of Incorporation and Bylaws also provide such persons with certain rights to be paid or reimbursed for expenses incurred in defending any such proceeding in advance of the final disposition of the proceeding. The Articles of Incorporation and Bylaws also authorize the Registrant to maintain insurance to protect itself and any director, officer, employee or agent of the Registrant against expense, liability or loss, whether or not the Registrant would have the power to indemnify such person against such expense, liability or loss under the IBCL. The Registrant currently maintains such insurance. At present, there are no claims, actions, suits or proceedings pending for which indemnification would be required under the above, and the Registrant does not know of any threatened claims, actions, suits or proceedings which may result in a request for such indemnification. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits are filed herewith: Exhibit No. Description - ----------- ----------- 5 Opinion of Leagre Chandler & Millard LLP, regarding legality of securities being offered, including consent. 23 Consent of BKD, LLP. 24 Power of Attorney (included on page 7). 99 Reoffer Prospectus -4- 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 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 this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this 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% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any 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 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 of 1933, each filing of the registrant's annual report pursuant to -5- Section 13(a) or Section 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 this 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 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 Securities and Exchange 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 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 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 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 Michigan City, Indiana, on this 20th day of August, 2002. HORIZON BANCORP By /s/ Craig M. Dwight -------------------------------- Craig M. Dwight President and Chief Executive Officer -6- POWER OF ATTORNEY AND SIGNATURES Each person whose signature appears below constitutes and appoints Craig M. Dwight and James H. Foglesong, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933. 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 dates indicated. Date Signature and Title ---- ------------------- August 20, 2002 /s/ Robert C. Dabagia -------------------------------------------- Robert C. Dabagia, Chairman of the Board and Director August 20, 2002 /s/ Craig M. Dwight -------------------------------------------- Craig M. Dwight, President and Chief Executive Officer and Director August 20, 2002 /s/ James H. Foglesong -------------------------------------------- James H. Foglesong, Chief Financial Officer (and Principal Accounting Officer) August 20, 2002 /s/ Susan D. Aaron -------------------------------------------- Susan D. Aaron, Director August 20, 2002 /s/ Dale W. Alspaugh -------------------------------------------- Dale W. Alspaugh, Director August 20, 2002 /s/ Charley E. Gillispie -------------------------------------------- Charley E. Gillispie, Director -7- August 20, 2002 /s/ Robert E. McBride -------------------------------------------- Robert E. McBride, M.D., Director August 20, 2002 /s/ Larry N. Middleton -------------------------------------------- Larry N. Middleton, Jr., Director August 20, 2002 /s/ Peter L. Pairitz -------------------------------------------- Peter L. Pairitz, Director August 20, 2002 /s/ Bruce E. Rampage -------------------------------------------- Bruce E. Rampage, Director August 20, 2002 /s/ Gene L. Rice -------------------------------------------- Gene L. Rice, Director August 20, 2002 /s/ Robert E. Swinehart ----------------------------------- Robert E. Swinehart, Director August 20, 2002 /s/ Spero W. Valavanis ----------------------------------- Spero W. Valavanis, Director -8- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 5 Opinion of Leagre Chandler & Millard LLP, regarding legality of securities being offered, including consent. 23 Consent of BKD, LLP. 24 Power of Attorney (included on page 7). 99 Reoffer Prospectus -9- EX-5 3 l95302aexv5.txt EXHIBIT 5 EXHIBIT 5 [LEAGRE CHANDLER & MILLARD LLP LETTERHEAD] August 21, 2002 Horizon Bancorp 515 Franklin Square Michigan City, Indiana 46360 Ladies and Gentlemen: We have acted as special counsel to Horizon Bancorp, an Indiana corporation (the "Company"), with respect to the filing by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") covering up to 269,400 shares of the Company's Common Stock, no par value per share (the "Shares"), available for issuance pursuant to the 1987 Stock Option and Stock Appreciation Rights Plan of Horizon Bancorp and 1997 Key Employees' Stock Option and Stock Appreciation Rights Plan of Horizon Bancorp (the "Plans"). Based on our review of the Articles of Incorporation of the Company, as amended, the Bylaws of the Company, as amended, the Plans and documents related thereto, and such other documents and records as we have deemed necessary and appropriate, we are of the opinion that the Shares, if and when issued and paid for pursuant to the Plans and related documents, will be validly issued, fully paid and non-assessable. We consent to the filing of this opinion of counsel as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Leagre Chandler & Millard LLP LEAGRE CHANDLER & MILLARD LLP -10- EX-23 4 l95302aexv23.txt EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of Horizon Bancorp on Form S-8 of our report, dated February 1, 2002, on the consolidated financial statements of Horizon Bancorp as of December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001, included in the Annual Report on Form 10-K of Horizon Bancorp for the year ended December 31, 2001. /s/ BKD, LLP - ------------ BKD, LLP Merrillville, Indiana August 19, 2002 -11- EX-99 5 l95302aexv99.txt EXHIBIT 99 EXHIBIT 99 REOFFER PROSPECTUS HORIZON BANCORP 269,400 SHARES OF COMMON STOCK This Reoffer Prospectus is being filed to register 269,400 shares of Common Stock, no par value per share (the "SHARES"), of Horizon Bancorp (the "COMPANY" or "WE") to provide future flexibility to certain shareholders identified below in the section entitled "Shareholders" if they decide to sell any of the Shares. The Shareholders have acquired the Shares pursuant to the 1987 Stock Option and Stock Appreciation Rights Plan of Horizon Bancorp and/or the 1997 Key Employees' Stock Option and Stock Appreciation Rights Plan of Horizon Bancorp (collectively, the "PLANS"). The Company will not receive any of the proceeds from any future sale by the Shareholders of the Shares covered by this Reoffer Prospectus. Our Common Stock is listed on the Nasdaq SmallCap Market under the symbol "HBNC." On August 16, 2002, the last reported sale of our Common Stock on the Nasdaq SmallCap Market was $20.80 per share. The Shareholders may sell their Shares, from time to time in the future, directly or indirectly in one or more transactions on the Nasdaq SmallCap Market, in privately negotiated transactions or through a combination of such methods. These sales may be at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS REOFFER PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Reoffer Prospectus is August 23, 2002. TABLE OF CONTENTS Page Available Information 2 Incorporation of Certain Documents by Reference 3 The Company 4 Special Note Regarding Forward-Looking Statements 4 Use of Proceeds 4 Shareholders 4 Plan of Distribution 6 Legal Matters 6 Experts 6 AVAILABLE INFORMATION The Company files annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the "SEC") as required by the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). The Company also has filed a Registration Statement on Form S-8 under the Securities Act of 1933 (the "SECURITIES ACT") to register the shares of Common Stock offered by this Reoffer Prospectus. This Reoffer Prospectus does not contain all of the information contained in the Registration Statement. For further information about the Company and the Common Stock offered by this Reoffer Prospectus, you should refer to the Registration Statement and its exhibits. You may read and copy any document the Company files with the SEC, including the Registration Statement and exhibits, at the public reference facilities maintained by the SEC at the SEC's principal office at 450 Fifth Street, N.W., Room 1024, Washington, D.C., 20549, and at the Regional Offices of the SEC located at 233 Broadway, New York, New York 10013, and Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained from such offices at fees prescribed by the SEC. The public may obtain information on the operation of the Public Reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains a World Wide Web site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of this site is http://www.sec.gov. You should rely only on the information contained in this Reoffer Prospectus or any supplement. We have not authorized anyone to provide you with information different from that 2 which is contained in or incorporated by reference into this Reoffer Prospectus. The Shares are being offered and offers to buy the Shares are being sought only in jurisdictions in which offers and sales are permitted. The information contained in this Reoffer Prospectus is accurate only as of the date of this Reoffer Prospectus, regardless of the time of delivery of this Reoffer Prospectus or of any sale of the Shares. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC allows the Company to "incorporate by reference" the information the Company files with the SEC, which means that the Company can disclose important information to you by referring you to those documents. Information that the Company subsequently files with the SEC automatically updates and supersedes earlier information. The Company has previously filed the following documents and is incorporating them by reference into this Reoffer Prospectus: - The Company's Annual Report on Form 10-K for the year ended December 31, 2001. - The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. - The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. - The description of the Company's Common Stock found under the caption "Description of Common Stock" in the Company's Registration Statement on Form S-3 filed under the Securities Act with the Securities and Exchange Commission on April 15, 2002. The Company also is incorporating by reference into this Reoffer Prospectus all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all of the Shares have been sold or that deregisters all of the Shares then remaining unsold. The Company will provide without charge to any person to whom this Reoffer Prospectus is delivered, upon written or oral request of such person, a copy of each document incorporated by reference in this Reoffer Prospectus but not delivered with this Reoffer Prospectus. If you would like to obtain this information from the Company, please direct your request, either in writing or by telephone, to: James H. Foglesong Chief Financial Officer 515 Franklin Square Michigan City, Indiana 46360 (219) 879-0211 3 THE COMPANY Horizon Bancorp ("WE" or the "COMPANY") is a locally owned, independent, bank holding company for Horizon Bank, N.A. (the "BANK"), a nationally chartered commercial bank serving the Northwestern Indiana and Southwestern Michigan area. We are incorporated under the laws of the State of Indiana. We offer banking, insurance, investment and trust services from offices located in Michigan City, LaPorte, Wanatah, Chesterton, Portage, Valparaiso and Merrillville, Indiana, and provide mortgage banking services throughout the Midwest. Our principal executive offices are located at 515 Franklin Square, Michigan City, Indiana 46360. We may also be reached at (219) 879-0211 or toll-free at (888) 873-2640. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Reoffer Prospectus contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Any forward-looking statements in this Reoffer Prospectus, including, without limitation, statements relating to the Company's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For a list of certain factors that may cause our actual results or financial condition or experience to differ from those expressed or implied in any forward-looking statement, see the material under the caption "Forward- Looking Statements" that we include in our current and future quarterly reports on Form 10-Q and annual reports on Form 10-K, and other documents that are incorporated by reference in this document. USE OF PROCEEDS The Company will not receive the proceeds from any future sale of the Shares that may be sold pursuant to this Reoffer Prospectus for the respective accounts of the Shareholders. The Shareholders will receive all such proceeds, net of brokerage commissions, if any. See "Shareholders" and "Plan of Distribution." SHAREHOLDERS This Reoffer Prospectus relates to 269,400 shares of Common Stock that have been acquired by the Shareholders pursuant to the Plans. The following table lists individuals (the "Shareholders") who have acquired the Shares through the Plans. The inclusion in the table of the individuals named therein shall not be deemed to be an admission that any such individuals are "affiliates" of the Company. The Company cannot assure that any of the Shareholders will offer for sale or sell any or all of the Shares offered by them pursuant to this Reoffer Prospectus 4 and, to the knowledge of the Company, none of the Shareholders currently intends to sell any of the Shares. The following table provides information as of the date of this Reoffer Prospectus on the following: the identity of the Shareholders; their positions with the Company, the Bank and/or the Bank's subsidiaries, Horizon Trust & Investment Management, N.A. ("HORIZON TRUST") and Horizon Insurance Services, Inc. ("HORIZON INSURANCE"); their current holdings of the Company's Common Stock; and the maximum number of Shares that each Shareholder may have acquired upon the exercise of stock options and that may be sold by the Shareholder pursuant to this Reoffer Prospectus; and the number and percent of Common Stock that would be held by each Shareholder if all of the Shares covered by this Reoffer Prospectus are sold:
Shares Owned Shares Covered Shares Owned Prior to By this Reoffer After this Offering Name Position Offering Prospectus Number Percent ---- -------- -------- ---------- ------ ------- Robert C. Dabagia Chairman of the Board 86,200 42,000 44,200 2.2% of Company and Bank Craig M. Dwight President and Chief 111,910 99,900 12,010 * Executive Officer of Company and Bank David G. Rose Vice President and 29,671 12,600 17,071 * Senior Sales Officer of Bank Rachel Saxon Vice President and 12,595 6,000 6,595 * Trust and Investment Systems Officer of Horizon Trust Joseph H. Mellen Vice President and 17,816 7,500 10,316 * Technology Officer of Bank Thomas H. Edwards Executive Vice 40,975 30,300 10,675 * President of Company and Bank and Senior Loan Officer of Bank Lawrence J. Mazur President of Horizon 64,014 33,300 30,714 1.5% Trust and Secretary of Company James H. Foglesong Chief Financial Officer 14,400 9,000 5,400 * of Company and Bank Annerose E. Maron Retired Bank Officer 8,994 900 8,094 *
5 Mary I. Schultz President of Horizon 11,935 3,900 8,035 * Insurance Ken Krapf Vice President and 8,748 6,000 2,748 * Consumer Loan Officer of Bank Carla Kanney Vice President and 9,064 3,000 6,064 * Senior Sales Officer of Bank James Neff Senior Vice President 18,616 10,500 8,116 * and Mortgage Warehousing Officer of Bank Patrick Collins Vice President and 3,404 3,000 404 * Mortgage Warehousing Officer of Bank Daniel Buresh Vice President and 1,799 1,500 299 * Chief Accounting Officer of Bank Kathie A. Deruiter Vice President and 5,241 3,000 2,241 * Senior Operations Officer of Bank Steven Kring Commercial Loan Officer 5,143 3,000 2,143 * of Bank Joann Krickhahn Vice President and 9,481 3,000 6,481 * Senior Employee Services Officer of Bank Donna Scott Vice President and 3,743 3,000 743 * Senior Deposit Operations Officer Bank
*Less than one percent PLAN OF DISTRIBUTION The Shares offered by this Reoffer Prospectus may be sold from time to time in the future directly by, or on behalf of, the Shareholders in one or more transactions on the Nasdaq SmallCap Market, in privately negotiated transactions or through a combination of such methods, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Shareholders may sell Shares through one or more agents, brokers or dealers or directly to purchasers. Such brokers or dealers may receive compensation in the form of commissions, discounts, concessions or allowances from the 6 Shareholders and/or purchasers of the Shares or both (which compensation as to a particular broker or dealer may be in excess of customary commissions). In connection with such sales, the Shareholders and any participating broker or dealer may be deemed to be "underwriters" within the meaning of the Securities Act, and any commissions they receive and the proceeds of any sale of Shares may be deemed to be underwriting discounts and commissions under the Securities Act. Sales of Shares must be made by the Shareholders in compliance with all applicable federal and state securities laws and regulations. The Company has notified Shareholders of the need to deliver a copy of this Reoffer Prospectus in connection with sales of the Shares. There can be no assurance that any of the Shareholders will sell any or all of the Shares offered pursuant to this Reoffer Prospectus. In addition to any Shares sold pursuant to this Reoffer Prospectus, Shareholders may, at the same time, sell any shares of Common Stock, including the Shares, owned by them in compliance with all of the requirements of Rule 144, regardless of whether such shares are covered by this Reoffer Prospectus. The Company will pay all expenses of the registration of the Shares and will not receive any proceeds from the sale of any Shares by the Shareholders. LEGAL MATTERS The validity of the Shares being offered by this Reoffer Prospectus has been passed upon for the Company by Leagre Chandler & Millard LLP. EXPERTS The consolidated financial statements of the Company as of December 31, 2001 and 2000, and for each of the three years in the period ended December 31, 2001, incorporated by reference in this Reoffer Prospectus on Form S-8, have been audited by BKD, LLP, independent auditors, as set forth in their report and incorporated by reference in this Reoffer Prospectus in reliance upon such report given on the authority of such firm as experts in accounting and auditing. 7 -----END PRIVACY-ENHANCED MESSAGE-----