Registration No. 333-172467
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
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 Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
235
E. Main Street
Midland, Michigan 48640
(989) 839-5350
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
David B. Ramaker
Chairman, Chief Executive Officer and President
Chemical Financial Corporation
235 E. Main Street
Midland, Michigan 48640
(989) 839-5350
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Jeffrey A. Ott
Charlie Goode
Warner Norcross & Judd LLP
900 Fifth Third Center
111 Lyon Street NW
Grand Rapids, Michigan 49503
(616) 752-2000
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [x]
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, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [x] | Accelerated filer | [_] | |
| Non-accelerated filer (Do not check if a smaller reporting company) |
[_] | Smaller reporting company | [_] |
REMOVAL OF SECURITIES FROM REGISTRATION
AND TERMINATION OF OFFERING
This Post-Effective Amendment No. 1 (the "Amendment") to the Registration Statement on Form S-3 filed by Chemical Financial Corporation (the "Registrant") on February 25, 2011 (Registration No. 333-172467) (the "Registration Statement") is being filed to terminate the effectiveness of the Registration Statement and remove from registration all of the remaining securities covered by the Registration Statement that have not yet been sold as of the date hereof.
| Item 16. | Exhibits: |
The exhibits filed as part of this registration statement are as follows:
|
Exhibits: |
|
| 24.1 | Powers of Attorney. |
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 Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Michigan, on July 30, 2015.
| CHEMICAL FINANCIAL CORPORATION | |||
| By: | /s/ David B. Ramaker | ||
| David B. Ramaker Chairman, Chief Executive Officer and President | |||
Pursuant to the requirement 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/ David B. Ramaker | Chairman, Chief Executive Officer, President and Director (Principal Executive Officer) |
July 30, 2015 | |
| David B. Ramaker | |||
| /s/ Lori A. Gwizdala | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
July 30, 2015 | |
| Lori A. Gwizdala |
The following directors of Chemical Financial Corporation, which constitute at least a majority of the board of directors, executed a power of attorney appointing David B. Ramaker and Lori A. Gwizdala their attorneys-in-fact, empowering them to sign this registration statement on their behalf.
| Gary E. Anderson | |
| James R. Fitterling | |
| Terence F. Moore | |
| Larry D. Stauffer | |
| Franklin C. Wheatlake |
| By | /s/ Lori A. Giwzdala | ||
| Lori A. Gwizdala Attorney-in-Fact |
EXHIBIT INDEX
|
Exhibits: |
|
| 24.1 | Powers of Attorney. |
EXHIBIT 24.1
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint David B. Ramaker and Lori A. Gwizdala, and either of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-3 Registration Statement of Chemical Financial Corporation relating to shares of Common Stock to be issued under Chemical Invest Direct, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.
| Dated: February 9, 2011 | /s/ Gary E. Anderson | |
| Print Name: | Gary E. Anderson | |
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint David B. Ramaker and Lori A. Gwizdala, and either of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-3 Registration Statement of Chemical Financial Corporation relating to shares of Common Stock to be issued under Chemical Invest Direct, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.
| Dated: February 8, 2011 | /s/ James R. Fitterling | |
| Print Name: | James R. Fitterling | |
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint David B. Ramaker and Lori A. Gwizdala, and either of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-3 Registration Statement of Chemical Financial Corporation relating to shares of Common Stock to be issued under Chemical Invest Direct, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.
| Dated: February 9, 2011 | /s/ Terence F. Moore | |
| Print Name: | Terence F. Moore | |
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint David B. Ramaker and Lori A. Gwizdala, and either of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-3 Registration Statement of Chemical Financial Corporation relating to shares of Common Stock to be issued under Chemical Invest Direct, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.
| Dated: February 15, 2011 | /s/ Larry Stauffer | |
| Print Name: | Larry Stauffer | |
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint David B. Ramaker and Lori A. Gwizdala, and either of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-3 Registration Statement of Chemical Financial Corporation relating to shares of Common Stock to be issued under Chemical Invest Direct, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.
| Dated: February 9, 2011 | /s/ Franklin C. Wheatlake | |
| Print Name: | Franklin C. Wheatlake | |