Amendment: SEC Form S-3/A filed by Horizon Bancorp Inc.

As filed with the Securities and Exchange Commission on October 2, 2024

Registration No. 333-282292

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HORIZON BANCORP, INC.

(Exact name of Registrant as specified in its charter)

Indiana

(State or other jurisdiction of incorporation or organization)

35-1562417

(I.R.S. Employer Identification Number)

515 Franklin Street

Michigan City, Indiana 46360

(219) 874-0211

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Todd A. Etzler

Executive Vice President, Chief Legal and Risk Officer & Corporate Secretary

Horizon Bancorp, Inc.

515 Franklin Street

Michigan City, Indiana 46360

(219) 873-2639

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

David P. Hooper, Esq.

Barnes & Thornburg LLP

11 South Meridian Street

Indianapolis, Indiana 46204

Telephone: (317) 231-7333

Facsimile: (317) 231-7433

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant files a further amendment which specifically states that this registration statement is to become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement becomes effective on the date the Securities and Exchange Commission, acting under Section 8(a), determines.

EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment No. 2”) to the Registration Statement on Form S-3 (File No. 333-282292) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on September 23, 2024 by Horizon Bancorp, Inc. (the “Registrant”), as amended by Amendment No. 1 filed with the SEC on September 30, 2024, is being filed solely for the purpose of including hyperlinks for Exhibits 4.1, 4.2, 4.3, 4.9, 4.10, 5.1, 23.1, 23.2, 24.1, and 107 which were originally filed with or incorporated by reference into the Registration Statement, as amended.  This Amendment No. 2 consists only of the cover page, this explanatory note, the exhibit index in Part II, Item 16 of the Registration Statement, and the signature page to the Registration Statement, and does not modify any other part of the Registration Statement.

 

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits.

	HORIZON BANCORP, INC.
	By:	/s/ Thomas M. Prame
		Thomas M. Prame
		Chief Executive Officer

SIGNATURE			TITLE(S)		DATE
/s/ Thomas M. Prame			Chief Executive Officer (Principal Executive Officer)		October 2, 2024
Thomas M. Prame
/s/ John R. Stewart			Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		October 2, 2024
John R. Stewart
/s/ Craig M. Dwight*			Chairman of the Board of Directors		October 2, 2024
Craig M. Dwight
/s/ Kevin W. Ahern*			Director		October 2, 2024
Kevin W. Ahern
/s/ Eric P. Blackhurst*			Director		October 2, 2024
Eric P. Blackhurst
/s/ Lawrence E. Burnell*			Director		October 2, 2024
Lawrence E. Burnell
/s/ James B. Dworkin*			Director		October 2, 2024
James B. Dworkin
/s/ Julie Scheck Freigang*			Director		October 2, 2024
Julie Scheck Freigang
/s/ Brian W. Maass*			Director		October 2, 2024
Brian W. Maass
/s/ Michele M. Magnuson*			Director		October 2, 2024
Michele M. Magnuson
/s/ Steven W. Reed*			Director		October 2, 2024
Steven W. Reed
/s/ Vanessa P. Williams*			Director		October 2, 2024
Vanessa P. Williams
*By:	/s/ John R. Stewart
	John R. Stewart
	Attorney-in-Fact