-----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, GvXgycPGJuKUQHNDmPBoSYRxMMG0apUgXGMsHiRw8qHpswBIi6pfyKna8qGq2WUt jT3t77qNqTSkw3aSr+NE9g== /in/edgar/work/0000926044-00-000134/0000926044-00-000134.txt : 20001006 0000926044-00-000134.hdr.sgml : 20001006 ACCESSION NUMBER: 0000926044-00-000134 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001005 EFFECTIVENESS DATE: 20001005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDEPENDENT BANK CORP /MI/ CENTRAL INDEX KEY: 0000039311 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 382032782 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-47352 FILM NUMBER: 735130 BUSINESS ADDRESS: STREET 1: 230 W MAIN ST STREET 2: PO BOX 491 CITY: IONIA STATE: MI ZIP: 48846 BUSINESS PHONE: 6165279450 MAIL ADDRESS: STREET 1: 230 W MAIN ST CITY: IONIA STATE: MI ZIP: 48846 S-8 1 0001.txt As filed with the Securities and Exchange Commission on October 5, 2000-- Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INDEPENDENT BANK CORPORATION (Exact name of registrant as specified in its charter) Michigan 38-2032782 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 230 West Main Street, Ionia, Michigan 48846 (Address of Principal Executive Offices) (Zip Code) Independent Bank Corporation Employee Stock Option Plan (Full Title of the Plan) William R. Kohls, P.O. Box 491, Ionia, Michigan 48846 (Name and address of agent for service) Copies of Communications to: Michael G. Wooldridge Varnum, Riddering, Schmidt & Howlett 333 Bridge Street, N.W., P.O. Box 352 Grand Rapids, Michigan 49501-0352 (616) 336-6000 CALCULATION OF REGISTRATION FEE ==================================================================================================================== Proposed Proposed Title of Maximum Maximum Securities to be Amount to be Offering Price Aggregate Amount of Registered Registered Per Share(2) Offering Price Registration Fee - -------------------------------------------------------------------------------------------------------------------- Common Stock ($1.00 Par Value) 516,000 Shares(1) $17.28125 $8,917,125 $2,354.12 ====================================================================================================================
(1) Represents the number of shares of Common Stock authorized for issuance under the Independent Bank Corporation Employee Stock Option Plan (the "Plan"). This Registration Statement also covers such indeterminable additional number of shares as may be issuable under the Plan by reason of adjustments in the number of shares covered thereby as described in the Prospectus. (2) For the purpose of computing the registration fee only, the price shown is based upon the price of $17.28125 per share, the average of the high and low sales prices for the Common Stock of Independent Bank Corporation in the NASD National Market System on October 3, 2000, in accordance with Rule 457(h). Pursuant to Rule 416(a) of the General Rules and Regulations under the Securities Act of 1933, this Registration Statement shall cover such additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. INDEPENDENT BANK CORPORATION INFORMATION REQUIRED IN REGISTRATION STATEMENT The Company's Registration Statement on Form S-8 (Registration No. 33-62090), providing for the registration of shares issuable under the Company's Employee Stock Option Plan (the "Plan") is hereby incorporated by reference. This Registration Statement provides for the registration of an additional 516,000 shares of the same class of securities issuable under the Plan. S-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Ionia, State of Michigan, on the 29th day of September, 2000. INDEPENDENT BANK CORPORATION By /s/ Charles C. Van Loan Charles C. Van Loan, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles C. Van Loan and William R. Kohls, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his or her name, place and stead, in any and all capacities, to sign any and 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 and any other regulatory authority, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, 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 below on September 29, 2000, by the following persons in the capacities indicated. /s/ Charles C. Van Loan /s/ Terry L. Haske Charles C. Van Loan, Director Terry L. Haske, Director /s/ Charles A. Palmer /s/ Thomas F. Kohn Charles A. Palmer, Director Thomas F. Kohn, Director /s/ Robert J. Leppink /s/ Arch V. Wright, Jr. Robert J. Leppink, Director Arch V. Wright, Jr., Director /s/ Keith E. Bazaire /s/ James Twarozynski Keith E. Bazaire, Director James Twarozynski, Principal Accounting Officer /s/ William R. Kohls /s/ Jeffrey A. Bratsburg William R. Kohls, Executive Vice President, Jeffrey A. Bratsburg, Director Secretary, Treasurer, and Chief Financial Officer /s/ Robert L. Hetzler Robert L. Hetzler, Director S-2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors Independent Bank Corporation We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Experts" in the Prospectus. /s/ KPMG LLP Detroit, Michigan October 2, 2000 S-3 EXHIBIT INDEX The following exhibits are filed as a part of the Registration Statement: Item 4 Independent Bank Corporation Employee Stock Option Plan, As Amended Item 5 Opinion of Varnum, Riddering, Schmidt & Howlett Item 23(a) Consent of KPMG LLP - included on page S-3 hereof Item 23(b) Consent of Varnum, Riddering, Schmidt & Howlett-included in Exhibit 5 Item 24 Power of Attorney - included on page S-2 hereof S-4 October 4, 2000 Independent Bank Corporation 230 West Main Street P.O. Box 491 Ionia, Michigan 48846 Re: Registration Statement on Form S-8 Relating to the Independent Bank Corporation Employee Stock Option Plan Gentlemen: With respect to the Registration Statement on Form S-8 (the "Registration Statement"), filed by Independent Bank Corporation, a Michigan corporation (the "Company"), with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, 516,000 shares of the Company's common stock, par value $1.00 per share, for issuance pursuant to the Company's Employee Stock Option Plan (the "Plan"), we have examined such documents and questions of law we consider necessary or appropriate for the purpose of giving this opinion. On the basis of such evaluation, we advise you that in our opinion the 516,000 shares covered by the Registration Statement upon the exercise of stock option, as the prices described in the Registration Statement, but not less than the par value thereof, and upon delivery of such shares and payment therefor in accordance with the terms stated in the Plan and the Registration Statement, will be duly and legally authorized, issued and outstanding and will be fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or under the rules and regulations of the Securities and Exchange Commission relating thereto. Sincerely, VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP /s/ Michael G. Wooldridge Michael G. Wooldridge, Partner EXHIBIT 5 ::ODMA\PCDOCS\GRR\481029\2 S-5 -----END PRIVACY-ENHANCED MESSAGE-----