-----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, CKepGUIa3ryFj49CZI/HtoIfB38hERPatlyUU0BrlaUavZux3Hy0YMRo/orZjPxz AnIvPPpj7cgq35lG7zDY8g== 0000895813-02-000013.txt : 20020414 0000895813-02-000013.hdr.sgml : 20020414 ACCESSION NUMBER: 0000895813-02-000013 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020131 EFFECTIVENESS DATE: 20020131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MID ILLINOIS BANCSHARES INC CENTRAL INDEX KEY: 0000700565 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 371103704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-81852 FILM NUMBER: 02523966 BUSINESS ADDRESS: STREET 1: 1515 CHARLESTON AVE STREET 2: PO BOX 499 CITY: MATTOON STATE: IL ZIP: 61938 BUSINESS PHONE: 2172347454 MAIL ADDRESS: STREET 1: 1515 CHARLESTON AVENUE STREET 2: PO BOX 499 CITY: MATTOON STATE: IL ZIP: 61938 S-8 1 x0131-s8.txt As filed with the Securities and Exchange Commission on January 31, 2002 Registration No. 333-______ ======================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- FIRST MID-ILLINOIS BANCSHARES, INC. (Exact name of Registrant as specified in its charter) DELAWARE 37-1103704 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1515 CHARLESTON AVENUE MATTOON, ILLINOIS 61938 (Address of principal executive offices, including zip code) (217) 234-7454 (Registrant's telephone number) FIRST MID-ILLINOIS BANCSHARES, INC. 1997 STOCK INCENTIVE PLAN (Full title of the plan) WILLIAM S. ROWLAND PRESIDENT AND CHIEF EXECUTIVE OFFICER FIRST MID-ILLINOIS BANCSHARES, INC. 1515 CHARLESTON AVENUE MATTOON, ILLINOIS 61938 (Name and address of agent for service) (217) 258-0415 (Telephone number, including area code, of agent for service) WITH A COPY TO: GARY L. MOWDER SCHIFF HARDIN & WAITE 6600 SEARS TOWER CHICAGO, ILLINOIS 60606 (312) 258-5514 -------------------------------
CALCULATION OF REGISTRATION FEE PROPOSED MAXIMUM PROPOSED AMOUNT OFFERING MAXIMUM TO BE PRICE AGGREGATE AMOUNT OF REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE TITLE OF SECURITIES TO BE REGISTERED (2) (1) (1) (1) ------------------------------------ ---------- ---------- -------------- ---------------- Common Stock, par value $4.00 per share 150,000 $24.18 $3,627,000 $333.69
(1) Estimated on the basis of $24.18 per share, the average of the bid and asked price of the Common Stock on January 28, 2001, pursuant to Rule 457(h) of the Securities Act of 1933 ("Securities Act"). (2) Pursuant to Rule 416 of the Securities Act, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT EXPLANATORY NOTE This Registration Statement on Form S-8 is being filed for the purpose of registering 150,000 additional shares of common stock of First Mid-Illinois Bancshares, Inc. (the "Registrant"), par value $4.00 per share ("Common Stock") authorized for issuance under the First Mid-Illinois Bancshares, Inc. 1997 Stock Incentive Plan (the "Plan"). INCORPORATION BY REFERENCE Pursuant to General Instruction E to Form S-8, the contents of the registration statement on Form S-8 (File No. 333-69673) previously filed by the Registrant with respect to securities offered pursuant to the Plan are hereby incorporated by reference herein, and the opinions and consents listed in the Exhibit Index are filed herewith. ITEM 8. EXHIBITS. The exhibits filed with this Registration Statement or incorporated by reference in this Registration Statement are set forth in the Exhibit Index filed as part of this Registration Statement. SIGNATURES THE REGISTRANT. 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 Mattoon, State of Illinois, on January 31, 2002. FIRST MID-ILLINOIS BANCSHARES, INC. (Registrant) By: /s/ William S. Rowland ----------------------------- William S. Rowland President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints William S. Rowland and Michael L. Taylor, and each to them, the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, 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 hereby grants to such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or 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 and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ William S. Rowland President, Chief January 31, 2002 ------------------------------------ Executive Officer and William S. Rowland Chairman of the Board (Principal Executive Officer) - 2 - SIGNATURE TITLE DATE --------- ----- ---- /s/ Michael L. Taylor Vice President and January 31, 2002 ------------------------------------- Chief Financial Officer Michael L. Taylor (Principal Financial Officer and Principal Accounting Officer) /s/ Charles A. Adams Director January 31, 2002 ------------------------------------- Charles A. Adams Director ------------------------------------- Kenneth R. Diepholz Director ------------------------------------- Steven L. Grissom Director ------------------------------------- Richard Anthony Lumpkin /s/ Daniel E. Marvin, Jr. Director January 31, 2002 ------------------------------------- Daniel E. Marvin, Jr. /s/ Gary W. Melvin Director January 31, 2002 ------------------------------------- Gary W. Melvin Director ------------------------------------- Sara Jane Preston /s/ Ray Anthony Sparks Director January 31, 2002 ------------------------------------- Ray Anthony Sparks
- 3 - EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION -------- ----------- 5 Opinion of Schiff Hardin & Waite. 23.1 Consent of KPMG LLP. 23.2 Consent of Schiff Hardin & Waite (contained in its Opinion filed as Exhibit 5). 24 Powers of Attorney (contained on the signature pages hereto). - 4 - EX-5 3 xex5-s8.txt EXHIBIT 5 [SCHIFF HARDIN & WAITE LETTERHEAD] January 31, 2002 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 RE: FIRST MID-ILLINOIS BANCSHARES, INC. -- REGISTRATION OF COMMON STOCK, PAR VALUE $4.00 PER SHARE, ON FORM S-8 ------------------------------------------------------------ Ladies and Gentlemen: We have acted as counsel to First Mid-Illinois Bancshares, Inc., a Delaware corporation (the "Company"), in connection with the Company's filing of a Registration Statement on Form S-8 (the "Registration Statement") covering 150,000 additional shares of common stock, par value $4.00 per share of the Company (the "Common Stock"), to be issued under the First Mid-Illinois Bancshares, Inc. 1997 Stock Incentive Plan (the "Plan"). In this connection we have made such investigation and have examined such documents as we have deemed necessary in order to enable us to render the opinion contained herein. Based on the foregoing, it is our opinion that the shares of Common Stock, when issued in accordance with the terms of the Plan, and pursuant to the Registration Statement, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, SCHIFF HARDIN & WAITE By: /s/ Christopher J. Zinski ------------------------------------ Christopher J. Zinski EX-23 4 xex23-s8.txt EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ---------------------------- The Board of Directors First Mid-Illinois Bancshares, Inc.: We consent to the use of our report dated January 26, 2001, relating to the consolidated balance sheets of First Mid-Illinois Bancshares, Inc. and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2000, incorporated by reference in the Registration Statement on Form S-8 of First Mid-Illinois Bancshares, Inc. relating to the registration of 150,000 shares of its common stock, $4.00 par value. /s/ KPMG LLP ------------------------------ KPMG LLP Chicago, Illinois January 28, 2002 -----END PRIVACY-ENHANCED MESSAGE-----