-----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, P2HoP7LqAMJVBlomtans1J4K1O7os3RFT3gx0y7QmC18/CWWVOErcMSbWgfDKAFe WlZoTwcMVClyVU6jx2B4aA== 0000905729-97-000158.txt : 19971024 0000905729-97-000158.hdr.sgml : 19971024 ACCESSION NUMBER: 0000905729-97-000158 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971022 EFFECTIVENESS DATE: 19971022 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMICAL FINANCIAL CORP CENTRAL INDEX KEY: 0000019612 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382022454 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38511 FILM NUMBER: 97699373 BUSINESS ADDRESS: STREET 1: 333 E MAIN ST CITY: MIDLAND STATE: MI ZIP: 48640 BUSINESS PHONE: 5176313310 S-8 1 Registration No.___ -____________ ============================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHEMICAL FINANCIAL CORPORATION (Exact Name of Registrant as Specified in its Charter) __________________ MICHIGAN 38-2022454 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 333 E. MAIN STREET, MIDLAND, MICHIGAN 48640 (Address of Principal Executive Offices) (Zip Code) CHEMICAL FINANCIAL CORPORATION STOCK INCENTIVE PLAN OF 1997 (Full Title of the Plan) LORI A. GWIZDALA Copies to: JEFFREY A. OTT SENIOR VICE PRESIDENT AND WARNER NORCROSS & JUDD LLP CHIEF FINANCIAL OFFICER 900 OLD KENT BUILDING CHEMICAL FINANCIAL CORPORATION 111 LYON STREET, N.W. 333 E. MAIN STREET GRAND RAPIDS, MICHIGAN 49503-2487 MIDLAND, MICHIGAN 48640 (Name and Address of Agent for Service) (517) 839-5358 (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE Title of Proposed Proposed Securities to be Amount to be Maximum Maximum Amount of Registered Registered Offering Price Aggregate Registration Fee Per Share Offering Price Common Stock, $10 Par Value 500,000 shares $43.625 $21,812,500 $6,609.85 Plus an indeterminate number of additional shares as may be required to be issued in the event of an adjustment as a result of an increase in the number of issued shares of Common Stock resulting from a subdivision of such shares, the payment of stock dividends or certain other capital adjustments. Estimated solely for the purpose of calculating the registration fee. On October 14, 1997, the average of the bid and asked prices of the Common Stock of Chemical Financial Corporation was $43.625 per share. The registration fee is computed in accordance with Rule 457(h) and (c).
- ----------------------------------------------------------------------------- PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission are incorporated in this registration statement by reference: (a) The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above. (c) The description of the Registrant's common stock, $10 par value, which is contained in the Registrant's Form 8-A registration statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant (also referred to as "Chemical") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities remaining unsold shall be deemed to be incorporated by reference in this registration statement and to be a part of this registration statement from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Chemical is obligated under its Restated Articles of Incorporation to indemnify its directors, officers, employees and agents and persons who serve or have served at the request of Chemical as directors, officers, employees, agents or partners of another corporation -2- or other enterprise to the fullest extent permitted under the Michigan Business Corporation Act (the "MBCA"). Sections 561 through 571 of the MBCA contain provisions governing the indemnification of directors and officers by Michigan corporations. That statute provides that a corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Indemnification of expenses (including attorneys' fees) and amounts paid in settlement is permitted in derivative actions, except that indemnification is not allowed for any claim, issue or matter in which such person has been found liable to the corporation unless and to the extent that a court decides indemnification is proper. To the extent that any such person has been successful on the merits or otherwise in defense of an action, suit or proceeding, or in defense of a claim, issue or matter in the action, suit or proceeding, he or she shall be indemnified against actual and reasonable expenses (including attorneys' fees) incurred by him or her in connection with the action, suit or proceeding, and any action, suit or proceeding brought to enforce the mandatory indemnification provided under the MBCA. The MBCA permits partial indemnification for a portion of expenses (including reasonable attorneys' fees), judgments, penalties, fines and amounts paid in settlement to the extent the person is entitled to indemnification for less than the total amount. A determination that the person to be indemnified meets the applicable standard of conduct and an evaluation of the reasonableness of the expenses incurred and amounts paid in settlement shall be made by a -3- majority vote of a quorum of the board of directors who are not parties or threatened to be made parties to the action, suit or proceeding, by a majority vote of a committee of not less than two disinterested directors, by independent legal counsel, by all "independent directors" not parties or threatened to be made parties to the action, suit or proceeding, or by the shareholders. Under the MBCA, a corporation may pay or reimburse the reasonable expenses incurred by a director, officer, employee or agent who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the proceeding if (1) the person furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct, and (2) the person furnishes the corporation a written undertaking to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct, which undertaking need not be secured. The indemnification provisions of the MBCA are not exclusive of the rights to indemnification under a corporation's articles of incorporation or bylaws or by agreement. However, the total amount of expenses advanced or indemnified from all sources combined may not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided for under the MBCA continues as to a person who ceases to be a director, officer, employee or agent. The MBCA permits Chemical to purchase insurance on behalf of its directors, officers, employees and agents against liabilities arising out of their positions with Chemical, whether or not such liabilities would be within the above indemnification provisions. Pursuant to this authority, Chemical maintains such insurance on behalf of its directors, officers, employees and agents. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits have been filed as part of this registration statement: EXHIBIT NUMBER DOCUMENT 4(a) Chemical's Restated Articles of Incorporation, previously filed as Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1995, are incorporated herein by reference. -4- 4(b) Chemical's Bylaws, previously filed as Exhibit 4(b) to the Registrant's Form S-8 Registration Statement No. 33-47356 filed April 28, 1992, are incorporated herein by reference. 4(c) The Chemical Financial Corporation Stock Incentive Plan of 1997. Previously filed as Appendix A to Chemical's Definitive Proxy Statement filed with respect to its annual meeting of shareholders held on April 21, 1997. Here incorporated by reference. 5 Opinion Regarding Legality of Securities Offered. 23(a) Consent of Warner Norcross & Judd LLP--Included in Exhibit 5 and incorporated herein by reference. 23(b) Consent of Ernst & Young LLP. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (I) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(I) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement. -5- (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. -6- 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Michigan, on this 20th day of October, 1997. CHEMICAL FINANCIAL CORPORATION By /s/Aloysius J. Oliver Aloysius J. Oliver President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE /s/James A. Currie Director October 20, 1997 James A. Currie /s/Michael L. Dow Director October 20, 1997 Michael L. Dow /s/Alan W. Ott Director and Chairman of October 20, 1997 Alan W. Ott the Board /s/Frank P. Popoff Director October 20, 1997 Frank P. Popoff /s/Lawrence A. Reed Director October 20, 1997 Lawrence A. Reed -7- Director October 20, 1997 William S. Stavropoulos /s/Aloysius J. Oliver President, Chief Executive October 20, 1997 Aloysius J. Oliver Officer and Director (Principal Executive Officer) /s/Lori A. Gwizdala Senior Vice President, October 20, 1997 Lori A. Gwizdala Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) -8- EXHIBIT INDEX EXHIBIT NUMBER DOCUMENT 4(a) The Corporation's Restated Articles of Incorporation, filed as Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1995, are incorporated herein by reference 4(b) The Corporation's Bylaws, filed as Exhibit 4(b) to the Registrant's Form S-8 Registration Statement No. 33-47356 filed April 28, 1992, are incorporated herein by reference. 4(c) The Chemical Financial Corporation Stock Incentive Plan of 1997. Previously filed as Appendix A to Chemical's Definitive Proxy Statement filed with respect to its annual meeting of shareholders held on April 21, 1997. Here incorporated by reference. 5 Opinion Regarding Legality of Securities Offered. 23(a) Consent of Warner Norcross & Judd LLP--Included in Exhibit 5 and incorporated herein by reference. 23(b) Consent of Ernst & Young LLP. EX-5 2 EXHIBIT 5(a) AND 23(a) October 20, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 Re: Chemical Financial Corporation Registration Statement on Form S-8 Chemical Financial Corporation STOCK INCENTIVE PLAN OF 1997 Dear Sir or Madam: We represent Chemical Financial Corporation, a Michigan corporation (the "Company"), with respect to the above-captioned registration statement on Form S-8 (the "Registration Statement") filed pursuant to the Securities Act of 1933 (the "Act") to register 500,000 shares of the Company's common stock, $10 par value ("Common Stock"). As counsel for the Company, we are familiar with its Restated 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 photostatic 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. We hereby consent to the use of this opinion as an exhibit to the Registration Statement on Form S-8 covering the Common Stock to be issued pursuant to the Stock Incentive Plan of 1997. Very truly yours, WARNER NORCROSS & JUDD LLP By: /s/Jeffrey A. Ott Jeffrey A. Ott A Partner EX-23 3 EXHIBIT 23(b) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8, of Chemical Financial Corporation pertaining to the registration of 500,000 shares of common stock with respect to the Chemical Financial Corporation Stock Incentive Plan of 1997, of our report dated January 20, 1997, with respect to the consolidated financial statements of Chemical Financial Corporation, incorporated by reference in the Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. /S/ERNST & YOUNG LLP ERNST & YOUNG LLP Detroit, Michigan October 15, 1997 -----END PRIVACY-ENHANCED MESSAGE-----