-----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, UsNFBiiTznnk7CsMaztav9J3ml/Kzy9ullZxhawN9fUmbdT3aepD0G10zGkfbqxv QYolkkSGFKCgIsSBKBAlEw== 0000895813-07-000145.txt : 20071214 0000895813-07-000145.hdr.sgml : 20071214 20071214160819 ACCESSION NUMBER: 0000895813-07-000145 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20071214 DATE AS OF CHANGE: 20071214 EFFECTIVENESS DATE: 20071214 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: 333-148080 FILM NUMBER: 071307517 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 FORMER COMPANY: FORMER CONFORMED NAME: FIRST-MID ILLINOIS BANCSHARES INC DATE OF NAME CHANGE: 19920703 S-8 1 s81212.txt As filed with the Securities and Exchange Commission on December 14, 2007 Registration No. 333-______ ====================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. --------------- 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) FIRST MID-ILLINOIS BANCSHARES, INC. 2007 STOCK INCENTIVE PLAN (Full title of the plan) WILLIAM S. ROWLAND CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER FIRST MID-ILLINOIS BANCSHARES, INC. 1515 CHARLESTON AVENUE MATTOON, ILLINOIS 61938 (Name and address of agent for service) (217) 234-7454 (Telephone number, including area code, of agent for service) WITH A COPY TO: LAURALYN G. BENGEL SCHIFF HARDIN LLP 6600 SEARS TOWER CHICAGO, ILLINOIS 60606 (312) 258-5670 --------------------------------------------------------------
CALCULATION OF REGISTRATION FEE TITLE OF SECURITIES TO AMOUNT PROPOSED PROPOSED AMOUNT OF BE REGISTERED TO BE MAXIMUM MAXIMUM REGISTRATION REGISTERED OFFERING PRICE AGGREGATE FEE PER SHARE OFFERING PRICE Common Stock, par value 300,000 $26.10(1) $7,830,000(1) $240.39(1)(2) $4.00 per share (including Common Stock purchase rights) (1) Estimated on the basis of $26.10 per share, the average of the high and low price of the Common Stock on December 11, 2007, pursuant to Rule 457(h) of the Securities Act of 1933, as amended. (2) Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan 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 ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by First Mid-Illinois Bancshares, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Annual Report on Form 10-K of the Registrant for the fiscal year ended December 31, 2006; (b) The Quarterly Reports on Form 10-Q of the Registrant for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007; (c) All other reports of the Registrant filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since December 31, 2006; and (d) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission on April 10, 1985 and the description of the Registrant's Common Share Rights contained in the Registrant's Registration Statement on Form 8-A filed with the Commission on September 23, 1999. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") authorizes the Registrant to indemnify its officers and directors, under certain circumstances and subject to certain conditions and limitations as stated therein, against all expenses and liabilities incurred by or imposed upon them as a result of actions, suits and proceedings, civil or criminal, brought against them as such officers and directors if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. Article 8 of the Registrant's Restated Certificate of Incorporation, as amended, provides as follows: "The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto." Under such provisions, any director or officer, who in his or her capacity as such, is made or threatened to be made, a party to any suit or proceeding, must be indemnified if such director or officer 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 Registrant. The DGCL further provides that such indemnification is not exclusive of any other rights to which such individuals may be entitled under a company's certificate of incorporation or any agreement, insurance policy, vote of stockholders or disinterested directors or otherwise. The Registrant also currently maintains liability insurance for its officers and directors. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this Registration Statement. ITEM 9. UNDERTAKINGS. 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; (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 thereof) 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 (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (where applicable) 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. 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 December 11, 2007. FIRST MID-ILLINOIS BANCSHARES, INC. (Registrant) By: /s/ William S. Rowland ------------------------------------------ William S. Rowland Chairman of the Board, 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 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 Chairman of the December 11, 2007 ------------------------- Board, President and William S. Rowland Chief Executive Officer (Principal Executive Officer) /s/ Michael L. Taylor Vice President and December 11, 2007 ------------------------- Chief Financial Michael L. Taylor Officer (Principal Financial Officer and Principal Accounting Officer) /s/ Charles A. Adams Director December 11, 2007 ------------------------- Charles A. Adams /s/ Kenneth R. Diepholz Director December 11, 2007 ------------------------- Kenneth R. Diepholz /s/ Joseph R. Dively Director December 11, 2007 ------------------------- Joseph R. Dively Steven L. Grissom Director December 11, 2007 ------------------------- Steven L. Grissom Director December ___, 2007 ------------------------- Daniel E. Marvin, Jr. /s/ Gary W. Melvin Director December 11, 2007 ------------------------- Gary W. Melvin /s/ Sara Jane Preston Director December 11, 2007 ------------------------- Sara Jane Preston /s/ Ray A. Sparks Director December 11, 2007 ------------------------ Ray A. Sparks EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 4.1 Restated Certificate of Incorporation and Amendment to Restated Certificate of Incorporation of First Mid-Illinois Bancshares, Inc. (incorporated by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1987). 4.2 Amended and Restated Bylaws of First Mid-Illinois Bancshares, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on November 14, 2007). 4.3 Rights Agreement, dated as of September 21, 1999, between First Mid-Illinois Bancshares, Inc. and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A filed with the SEC on September 22, 1999). 5 Opinion of Schiff Hardin LLP. 23.1 Consent of BKD LLP. 23.2 Consent of KPMG LLP. 23.3 Consent of Schiff Hardin LLP (contained in its Opinion filed as Exhibit 5). 24 Powers of Attorney (contained on the signature pages hereto). EX-5 2 ex5s8.txt EXHIBIT 5 --------- December 11, 2007 Securities and Exchange Commission 100 F. Street, N.E. 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 300,000 shares of common stock, $4.00 par value per share of the Company (the "Common Stock"), to be issued under the First Mid-Illinois Bancshares, Inc. 2007 Stock Incentive Plan (the "Plan"). In connection therewith, we have examined or are otherwise familiar with the Company's Certificate of Incorporation, as amended to date, the Company's By-Laws, as amended to date, the Plan, the Registration Statement, relevant resolutions of the Board of Directors of the Company and such other documents and instruments as we have deemed necessary for the purposes of this opinion. 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. The foregoing opinion is limited to the General Corporation Law of the State of Delaware, which includes those statutory provisions and all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, and we express no opinions with respect to the laws of any other jurisdiction. The opinion expressed in this opinion letter is as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to our attention after that date or any changes in law that may occur or become effective after that date. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, SCHIFF HARDIN LLP By: /s/ Lauralyn G. Bengel ----------------------------- Lauralyn G. Bengel EX-23 3 ex231s8.txt EXHIBIT 23.1 ------------ CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors First Mid-Illinois Bancshares, Inc. We consent to the incorporation by reference in the Registration Statement of First Mid-Illinois Bancshares, Inc. on Form S-8 (File No. 333-___) of our reports dated March 7, 2007, on our audits of the consolidated financial statements as of and for the years ended December 31, 2006 and 2005 and our audits of the internal control over financial reporting of First Mid-Illinois Bancshares, Inc. as of December 31, 2006 and 2005, which reports are incorporated by reference in the December 31, 2006 annual report on Form 10-K of First Mid-Illinois Bancshares, Inc. /s/BKD, LLP Decatur, Illinois December 11, 2007 EX-23 4 ex232s8.txt EXHIBIT 23.2 ------------ [KMPG Logo] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors First Mid-Illinois Bancshares, Inc.: We consent to the incorporation by reference in the Registration Statement on Form S-8 of First Mid-Illinois Bancshares, Inc. and subsidiaries of our report dated March 9, 2005, with respect to the consolidated statements of income, changes in stockholders' equity and cash flows of First Mid-Illinois Bancshares, Inc. and subsidiaries for the year ended December 31, 2004, which report appears in the December 31, 2006 annual report on Form 10-K of First Mid-Illinois Bankshares, Inc. /s/ KPMG LLP -------------------- KPMG LLP Chicago, Illinois December 11, 2007 KPMG, LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. -----END PRIVACY-ENHANCED MESSAGE-----