Registration Statement No. 333-_____________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRST MERCHANTS CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 35-1544218
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 East Jackson Street
Muncie, Indiana 47305
(Address of Principal Executive Offices, including Zip Code)
FIRST MERCHANTS CORPORATION
1999 LONG-TERM EQUITY INCENTIVE PLAN
(Full title of the plan)
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Larry R. Helms With a copy to:
Senior Vice President David R. Prechtel, Esq.
First Merchants Corporation Bingham McHale LLP
200 East Jackson Street 2700 Market Tower
Muncie, Indiana 47305 10 West Market Street
Indianapolis, Indiana 46204
(Name and address of agent for service) (317) 635-8900
765-747-1530
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
Securities to to be maximum offering maximum aggregate registration
Be registered registered (1) price per share (2) offering price (2) fee
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Common Stock,
no par value 900,000 Shares $25.48 $22,932,000 $1,856.00
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein. Furthermore, pursuant to Rule
416(a) of the Act, there are being registered such additional shares as
may be issuable as a result of stock splits and stock dividends on, and
similar capital changes to, the registered securities.
(2) The registration fee has been calculated pursuant to Rule 457(c) and
(h) on the basis of the average of the high and low sales prices for
First Merchants Corporation's common stock on December 17, 2003, as
quoted on the NASDAQ National Market System ($25.48 per share).
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 (File No. 333-80117)
filed on June 7, 1999 are incorporated herein by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following exhibits are being filed as part of this Registration Statement:
EXHIBIT NUMBER
ASSIGNED IN
REGULATION S-K EXHIBIT
ITEM 601. . . . . . . . . . . NUMBER DESCRIPTION OF EXHIBIT
----------------------------- ------- ------------------------------------------
(5) . . . . . . . . . . . . . 5.01 Opinion of Bingham McHale LLP
(23) . . . . . . . . . . . . 23.01 Consent of BKD, LLP, Independent Public
Accountants
23.02 Consent of Bingham McHale LLP (included in
Exhibit 5.01)
SIGNATURES
The Registrant. Pursuant to the requirements of 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, hereunto
duly authorized, in the City of Muncie, State of Indiana, on December 19, 2003.
FIRST MERCHANTS CORPORATION
By: /s/ Michael L. Cox
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Michael L. Cox, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on December 19, 2003, by the following
persons in the capacities indicated:
Signature Capacity
With Registrant
/s/ Michael L. Cox President, Chief Executive Officer and Director
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Michael L. Cox (Principal Executive Officer)
/s/ Mark K. Hardwick Senior Vice President, Chief Financial Officer
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Mark K. Hardwick (Principal Financial and Accounting Officer)
/s/ Stephan S. Anderson Chairman of the Board and Director
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Stephan S. Anderson
/s/ Roger M. Arwood Director
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Roger M. Arwood
/s/ James F. Ault Director
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James F. Ault
/s/ Dennis A. Bieberich Director
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Dennis A. Bieberich
Director
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Richard A. Boehning
/s/ Frank A. Bracken Director
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Frank A. Bracken
/s/ Blaine A. Brownell Director
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Blaine A. Brownell
/s/ Thomas B. Clark Director
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Thomas B. Clark
/s/ Barry J. Hudson Director
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Barry J. Hudson
/s/ Robert T. Jeffares Director
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Robert T. Jeffares
/s/ Norman M. Johnson Director
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Norman M. Johnson
/s/ Thomas D. McAuliffe Director
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Thomas D. McAuliffe
/s/ George A. Sissel Director
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George A. Sissel
/s/ Robert M. Smitson Director
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Robert M. Smitson
/s/ John E. Worthen Director
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John E. Worthen
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Members of the Compensation and Human Resources Committee (i.e. the plan
administrator) has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Muncie,
State of Indiana, on December 19, 2003.
FIRST MERCHANTS CORPORATION
1999 LONG-TERM EQUITY INCENTIVE PLAN
By: /s/ Robert M. Smitson
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Robert M. Smitson
By: /s/ Frank A. Bracken
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Frank A. Bracken
By: /s/ Thomas B. Clark
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Thomas B. Clark
By: /s/ Norman M. Johnson
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Norman M. Johnson
By: /s/ Stefan S. Anderson
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Stefan S. Anderson
EXHIBIT INDEX
Exhibit No.
5.01 Opinion of Bingham McHale LLP
23.01 Consent of BKD, LLP, Independent Public Accountants
23.02 Consent of Bingham McHale LLP (included in Exhibit 5.01)
EXHIBIT 5.01
December 19, 2003
Board of Directors
First Merchants Corporation
200 East Jackson Street
Muncie, Indiana 47305
Gentlemen:
We have acted as counsel to First Merchants Corporation, an Indiana
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") for the purposes of registering under the
Securities Act of 1933, as amended (the "Securities Act"), 900,000 of the
Company's authorized but unissued shares of common stock (the "Common Shares")
issuable under the First Merchants Corporation 1999 Long-Term Equity Incentive
Plan (the "Plan").
In connection therewith, we have investigated those questions of law as
we have deemed necessary or appropriate for purposes of this opinion. We have
also examined originals, or copies certified or otherwise identified to our
satisfaction, of those documents, corporate or other records, certificates and
other papers that we deemed necessary to examine for purposes of this opinion.
We have also relied, without investigation as to the accuracy thereof, on oral
and written communications from public officials and officers of the Company.
For purposes of this opinion, we have assumed (i) the genuineness of
all signatures of all parties other than the Company; (ii) the authenticity of
all documents submitted to us as originals and the conformity to authentic
originals of all documents submitted to us as certified or photostatic copies;
(iii) that the Resolutions have not and will not be amended, altered or
superseded prior to the issuance of the Common Shares; and (iv) that no changes
will occur in the applicable law or the pertinent facts prior to the issuance of
the Common Shares.
Based upon the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Common Shares are validly authorized
and, when (a) the pertinent provisions of the Securities Act and all relevant
state securities laws have been complied with and (b) the Common Shares have
been delivered against payment therefor as contemplated by the Plan, the Common
Shares will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or under the rules and regulations of the Commission relating
thereto.
Very truly yours,
BINGHAM McHALE LLP
DRP/MLE/baa
EXHIBIT 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 17, 2003 which appears on page
18 of the 2002 Annual Report to Shareholders of First Merchants Corporation,
which is incorporated by reference in First Merchants Corporation's Annual
Report on Form 10-K for the year ended December 31, 2002.
BKD, LLP
Indianapolis, Indiana
December 19, 2003