SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Old National Bancorp
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Indiana 33-1539838
----------------------- ----------------------
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
420 Main Street
Evansville, Indiana 47708
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Common Stock New York Stock Exchange
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this
form relates: N/A
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The description of our common stock contained in our Current Report on
Form 8-K, dated January 6, 1983 and filed with the Securities and Exchange
Commission, is hereby incorporated by reference.
Our Articles of Incorporation currently authorize the issuance of
150,000,000 shares of common stock. We also have 2,000,000 shares of preferred
stock authorized. These shares are available to be issued, without prior
shareholder approval, in classes with relative rights, privileges and
preferences determined for each class by the board of directors.
Our board of directors has authorized a series of preferred stock
designated as Series A preferred stock, and designated 200,000 shares of Series
A preferred stock in connection with our shareholder rights plan. The Series A
preferred stock may not be issued except upon exercise of certain rights
pursuant to such shareholder rights plan. No shares of Series A preferred stock
have been issued as of the date hereof. On January 25, 1990, our board of
directors declared a dividend of one (1) right for each issued and outstanding
share of common stock. The dividend was payable on March 15, 1990 to holders of
record of common stock at the close of business on March 1, 1990. Each right
entitles the registered holder, upon the occurrence of certain events involving
a change in control, to purchase from us one-hundredth (1/100) of a share of
Series A preferred stock at an initial purchase price of $60.00, subject to
adjustment. The terms and conditions of the rights are contained in a Rights
Agreement between the registrant and Old National Bank in Evansville, as Rights
Agent.
Our shareholders do not have preemptive rights to subscribe for any new
or additional shares of common stock, are entitled to dividends and other
distributions when, as and if declared by our board of directors out of funds
legally available therefor, and are entitled to one vote per share on all
matters presented for shareholder vote. Our shareholders do not have cumulative
voting rights in the election of directors.
Our Articles of Incorporation provide that certain business
combinations may, under certain circumstances, require approval of more than a
simple majority of its issued and outstanding shares, and require a
super-majority shareholder vote of not less than eighty percent (80%) of the
outstanding shares of common stock for the amendment of certain significant
provisions.
Our Articles of Incorporation also provide that the board of directors
shall consider non- financial factors which it deems relevant when evaluating a
business combination. Any amendment of this provision requires a super-majority
shareholder vote of not less than eighty percent (80%) of the outstanding shares
of common stock.
Finally, our Articles of Incorporation provide that any person or group
of persons who acquires 15% of our then outstanding common stock must pay an
amount at least equal to the highest percent over market value paid for shares
already held by such person or group when acquiring
additional shares. Any amendment of this provision requires a super-majority
shareholder vote of not less than eighty percent (80%) of the outstanding shares
of common stock.
In the event of any liquidation or dissolution, the holders of shares
of common stock are entitled to receive pro rata with respect to the number of
shares held by them any assets distributable to shareholders, subject to the
payment of liabilities and any rights of creditors and holders of shares of our
preferred stock then outstanding.
Under Indiana law, shares of common stock are not liable to further
assessment. We may redeem or acquire shares of common stock with funds legally
available therefor, and shares so acquired constitute authorized but unissued
shares.
Item 2. Exhibits
Any exhibits required pursuant to this Item will be filed with the New
York Stock Exchange.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
OLD NATIONAL BANCORP
By: /s/ James A. Risinger
--------------------------
Chairman, President and Chief
Executive Officer
Dated: February 7, 2002