-----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, OkHnqWDeHzJztOs73VBWxuzmTQutuFOxygdMzPdVGjYTe8mQKuyc/pf+473BWsGL +MTDLIqVsXH41bNAPjQ/iw== 0000950137-03-004822.txt : 20030918 0000950137-03-004822.hdr.sgml : 20030918 20030918214117 ACCESSION NUMBER: 0000950137-03-004822 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-107814 FILED AS OF DATE: 20030918 EFFECTIVENESS DATE: 20030918 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-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-108929 FILM NUMBER: 03901873 BUSINESS ADDRESS: STREET 1: 5650 BYRON CENTER AVENUE S. W. CITY: WYOMING STATE: MI ZIP: 49509 BUSINESS PHONE: 616 406-3777 MAIL ADDRESS: STREET 1: 5650 BYRON CENTER AVENUE S. W. CITY: WYOMING STATE: MI ZIP: 49509 S-3MEF 1 k78323psv3mef.htm FORM S-3 PURSUANT TO RULE 462(B) sv3mef
 

As filed with the Securities and Exchange Commission on September 18, 2003
Registration No. 333-                    


UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


Mercantile Bank Corporation

(Exact name of registrant as specified in its charter)
     
Michigan
  38-3360865
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification Number)


5650 Byron Center Avenue SW

Wyoming, Michigan 49509
(616) 406-3000
(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
5650 Byron Center Avenue SW
Wyoming, Michigan 49509
(616) 406-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies of Communications to:

     
Jerome M. Schwartz
  Jennifer R. Evans
Dickinson Wright PLLC
  Vedder, Price, Kaufman & Kammholz, P.C.
500 Woodward Avenue
  222 North LaSalle Street
Suite 4000
  Suite 2600
Detroit, Michigan 48226
  Chicago, Illinois 60601
(313) 223-3628
  (312) 609-7500


     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

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

     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:     o

     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.     x     Registration No. 333-107814.

     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.     o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.     o

CALCULATION OF REGISTRATION FEE

                 


Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share Price Registration Fee

Common Stock
  224,606 shares   $33.26   $7,470,396   $605





 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO
GENERAL INSTRUCTION IV OF FORM S-3

      In accordance with the provisions of General Instruction IV of Form S-3, 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-3, Registration No. 333-107814 (the “Incorporated Registration Statement”). The Incorporated Registration Statement was declared effective by the Securities and Exchange Commission on Wednesday, September 17, 2003.

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


  5.1     Opinion of Dickinson Wright PLLC
  23.1     Consent of Crowe Chizek and Company LLC
  23.2     Consent of Dickinson Wright PLLC (included in opinion filed as Exhibit 5.1 above)

2


 

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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyoming, State of Michigan, on September 18, 2003.

  MERCANTILE BANK CORPORATION

  By  /s/ GERALD R. JOHNSON, JR.
 
  Gerald R. Johnson, Jr.
  Chairman of the Board and
  Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

             
Signature Title Date



 
/s/ BETTY S. BURTON*

Betty S. Burton
  Director   September 18, 2003
 
/s/ DAVID M. CASSARD*

David M. Cassard
  Director   September 18, 2003
 
/s/ CHARLES E. CHRISTMAS

Charles E. Christmas
  Senior Vice President, Chief Financial Officer and Treasurer (principal accounting and financial officer)   September 18, 2003
 


Edward J. Clark
  Director   September 18, 2003
 
/s/ PETER A. CORDES*

Peter A. Cordes
  Director   September 18, 2003
 
/s/ C. JOHN GILL*

C. John Gill
  Director   September 18, 2003
 
/s/ DOYLE A. HAYES*

Doyle A. Hayes
  Director   September 18, 2003
 
/s/ DAVID M. HECHT*

David M. Hecht
  Director   September 18, 2003
 
/s/ GERALD R. JOHNSON, JR.

Gerald R. Johnson, Jr.
  Chairman of the Board, Chief Executive Officer and Director (principal executive officer)   September 18, 2003

3


 

             
Signature Title Date



 
/s/ SUSAN K. JONES*

Susan K. Jones
  Director   September 18, 2003
 
/s/ LAWRENCE W. LARSEN*

Lawrence W. Larsen
  Director   September 18, 2003
 
/s/ CALVIN D. MURDOCK*

Calvin D. Murdock
  Director   September 18, 2003
 
/s/ MICHAEL H. PRICE

Michael H. Price
  Director   September 18, 2003
 
/s/ DALE J. VISSER*

Dale J. Visser
  Director   September 18, 2003
 


Donald Williams, Sr.
  Director   September 18, 2003
 
/s/ ROBERT M. WYNALDA*

Robert M. Wynalda
  Director   September 18, 2003
 
* Signed pursuant to power of attorney        
 
By:   /s/ GERALD R. JOHNSON, JR.

Gerald R. Johnson, Jr.
       

4


 

EXHIBIT INDEX
         
Exhibit No. Description


  5 .1   Opinion of Dickinson Wright PLLC
  23 .1   Consent of Crowe Chizek and Company LLC
  23 .2   Consent of Dickinson Wright PLLC (included in opinion filed as Exhibit 5.1 above)
EX-5.1 3 k78323pexv5w1.txt OPINION OF DICKINSON WRIGHT PLLC EXHIBIT 5.1 Dickinson Wright PLLC 500 Woodward Avenue, Suite 4000 Detroit, Michigan 48226 Telephone (313) 223-3500 Fax (313) 223-3598 September 18, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 Re: Mercantile Bank Corporation Registration Statement on Form S-3 Ladies and Gentlemen: We represent Mercantile Bank Corporation, a Michigan corporation (the "Company"), with respect to the above-captioned registration statement on Form S-3 (the "Registration Statement") filed pursuant to the Securities Act of 1933 (the "Act") to register 224,606 shares of the Company's common stock ("Common Stock"). As counsel for the Company, we are familiar with its Articles of Incorporation and Bylaws and have reviewed the various proceedings taken by the Company to authorize the issuance of the Common Stock to be sold pursuant to the Registration Statement. We have also reviewed and assisted in preparing the Registration Statement. In our review, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photo static copies and the authenticity of the originals of such copies. On the basis of the foregoing, we are of the opinion that when the Registration Statement has become effective under the Act, any and all shares of Common Stock that are the subject of the Registration Statement will, when issued upon payment of the purchase price therefore to the Company, be validly issued, fully paid and nonassessable. Securities and Exchange Commission September 18, 2003 Page 2 We consent to the use of this opinion as an exhibit to the Registration Statement on Form S-3 covering the Common Stock to be issued, 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-23.1 4 k78323pexv23w1.txt CONSENT OF CROWE CHIZEK AND COMPANY LLC EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Mercantile Bank Corporation on Form S-3 of our report dated January 17, 2003 on the 2002 consolidated financial statements of Mercantile Bank Corporation which report is included in the Annual Report on Form 10-K of Mercantile Bank Corporation for the year ended December 31, 2002 and to the reference to us under the caption "Experts" in the related Form S-3. /s/ Crowe Chizek and Company LLC Grand Rapids, Michigan September 17, 2003
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