-----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, HIvRqb/dW4UmKcy5Qcip8W1w9D7jjiLyDwgB2FXG64J0gudF+qSJu24kIkCfTgxR IRNIvmGKuuh5UgFNjJlTiA== 0000950134-01-504590.txt : 20010806 0000950134-01-504590.hdr.sgml : 20010806 ACCESSION NUMBER: 0000950134-01-504590 CONFORMED SUBMISSION TYPE: S-2MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010802 EFFECTIVENESS DATE: 20010802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCANTILE BANK CORP CENTRAL INDEX KEY: 0001042729 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 383360865 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-2MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-66636 FILM NUMBER: 1696628 BUSINESS ADDRESS: STREET 1: 42 DEER RUN DRIVE CITY: ADA STATE: MI ZIP: 49301 BUSINESS PHONE: 6166760201 MAIL ADDRESS: STREET 1: 42 DEER RUN DRIVE CITY: ADA STATE: MI ZIP: 49301 S-2MEF 1 k64112s-2mef.txt REGISTRATION STATEMENT ON FORM S-2 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 2001 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM S-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- MERCANTILE BANK CORPORATION MICHIGAN 38-3360865 (STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NO.) ORGANIZATION)
------------------------- 216 NORTH DIVISION AVENUE GRAND RAPIDS, MICHIGAN 49503 (616) 242-9000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) GERALD R. JOHNSON, JR. CHAIRMAN AND CHIEF EXECUTIVE OFFICER 216 NORTH DIVISION AVENUE GRAND RAPIDS, MICHIGAN 49503 (616) 242-9000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------- COPY TO: JEROME M. SCHWARTZ JENNIFER R. EVANS DICKINSON WRIGHT PLLC VEDDER, PRICE, KAUFMAN & KAMMHOLZ 500 WOODWARD AVENUE, 222 NORTH LASALLE STREET, SUITE 4000 SUITE 2600 DETROIT, MICHIGAN 48226 CHICAGO, ILLINOIS 60601 (313) 223-3628 (312) 609-7686
------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this registration statement. 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 check the following box. [ ] If the registrant elects to deliver its latest annual report to security holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this Form, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration No. 333-65144 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 post-effective amendment filed pursuant to Rule 462(d) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED TITLE OF EACH CLASS OF MAXIMUM MAXIMUM AMOUNT OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE ---------------------- ---------------- -------------- -------------- ------------ common stock (no par value).......... 230,000 shares(1) $16.74(2) $3,850,200 $963 - --------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------
(1) Includes 30,000 shares of common stock, which may be purchased by the Underwriters to cover over-allotments. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c), based on the average of the high and low prices of the common stock, $16.76 and $16.72, as reported by the Nasdaq National Market, on August 1, 2001. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO GENERAL INSTRUCTION III OF FORM S-2 In accordance with the provisions of General Instruction III of Form S-2, Mercantile Bank Corporation is registering the additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, and incorporates by reference the contents of its Registration Statement on Form S-2, Registration No. 333-65144 (the "Incorporated Registration Statement"). The Incorporated Registration Statement was declared effective by the Securities and Exchange Commission on Wednesday, August 1, 2001. PART II. INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS All Exhibits filed with the Incorporated Registration Statement are incorporated by reference into this Registration Statement, except the following, which are filed with this Registration Statement.
EXHIBIT NO. DESCRIPTION ----------- ----------- 5 Opinion of Dickinson Wright PLLC 23.1 Consent of Dickinson Wright PLLC (included in opinion filed as Exhibit 5 above) 23.2 Consent of Crowe, Chizek and Company LLP
3 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-2 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grand Rapids, State of Michigan on August 2, 2001. MERCANTILE BANK CORPORATION By /s/ GERALD R. JOHNSON, JR. ----------------------------------- Gerald R. Johnson, Jr., Chairman of the Board and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gerald R. Johnson, Jr. and Michael H. Price and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. 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 August 2, 2001. /s/ BETTY S. BURTON - -------------------------------------------- -------------------------------------------- Betty S. Burton, Director Susan K. Jones, Director /s/ DAVID M. CASSARD - -------------------------------------------- -------------------------------------------- David M. Cassard, Director Lawrence W. Larsen, Director /s/ EDWARD J. CLARK /s/ CALVIN D. MURDOCK - -------------------------------------------- -------------------------------------------- Edward J. Clark, Director Calvin D. Murdock, Director /s/ PETER A. CORDES /s/ MICHAEL H. PRICE - -------------------------------------------- -------------------------------------------- Peter A. Cordes, Director Michael H. Price, President, Chief Operating Officer and Director /s/ C. JOHN GILL - -------------------------------------------- -------------------------------------------- C. John Gill, Director Dale J. Visser, Director - -------------------------------------------- -------------------------------------------- Doyle A. Hayes, Director Donald Williams, Sr., Director /s/ DAVID M. HECHT /s/ ROBERT M. WYNALDA - -------------------------------------------- -------------------------------------------- David M. Hecht, Director Robert M. Wynalda, Director /s/ GERALD R. JOHNSON /s/ CHARLES E. CHRISTMAS - -------------------------------------------- -------------------------------------------- Gerald R. Johnson, Jr., Chairman of the Charles E. Christmas, Senior Vice President, Board, Chief Executive Officer and Director Chief Financial Officer and Treasurer (principal executive officer) (principal financial and accounting officer)
EX-5 3 k64112ex5.txt OPINION OF DICKINSON WRIGHT PLLC 1 EXHIBIT 5 DICKINSON WRIGHT PLLC 500 WOODWARD AVENUE SUITE 4000 DETROIT, MICHIGAN 48226 TEL: (313) 223-3500 FACSIMILE: (313) 223-3598 August 2, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: MERCANTILE BANK CORPORATION REGISTRATION STATEMENT ON FORM S-2 Ladies and Gentlemen: We are acting as counsel to Mercantile Bank Corporation, a Michigan corporation (the "Company") in connection with the proposed issuance and sale by the Company of shares of its common stock ("Common Stock"). The Common Stock is described in a registration statement on Form S-2 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") under Rule 462 (b) of the Securities Act of 1933, as amended. The Registration Statement incorporates by reference the contents of the Company's Registration Statement on Form S-2 (Registration No. 333-65144) declared effective by the Commission on Wednesday, August 1, 2001. In connection with this opinion, we have examined originals, or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Articles of Incorporation and the By-Laws of the Company, as well as such other corporate records, documents and other papers as we deemed necessary to examine for purposes of this opinion. We have assumed the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies and the genuineness of all signatures. Based on the foregoing, we are of the opinion that the Common Stock, when issued and sold by the Company as contemplated by the Registration Statement, will be legally issued, fully paid and non-assessable. Our opinion expressed above is limited to the Federal securities laws and the laws of the State of Michigan currently in effect. We consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading "Legal Matters" in the prospectus included in the Registration Statement. Very truly yours, /s/ Dickinson Wright PLLC EX-23.2 4 k64112ex23-2.txt CONSENT OF CROWE, CHIZEK & COMPANY LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use of our report dated January 19, 2001, except Note 15, which is dated March 22, 2001, on the consolidated financial statements of Mercantile Bank Corporation as of December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000, included within the Registration Statement on Form S-2 and Prospectus of Mercantile Bank Corporation. We also consent to the use of our name as "Experts" in the Prospectus. /s/ Crowe, Chizek and Company LLP Grand Rapids, Michigan August 2, 2001 -----END PRIVACY-ENHANCED MESSAGE-----