S-4MEF

As filed with the Securities and Exchange Commission on: May 3, 2004 Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

CAPITOL BANCORP LTD.

(Exact name of registrant as specified in its charter)

Michigan
(State or other jurisdiction
of incorporation or organization) 6711
(Primary Standard Industrial
Classification Code Number) 38-2761672
(I.R.S. Employer
Identification No.)

Capitol Bancorp Center
200 Washington Square North, Fourth Floor
Lansing, Michigan 48933
(517) 487-6555

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cristin Reid English, Esq.
Capitol Bancorp Ltd.
Capitol Bancorp Center
200 Washington Square North, Fourth Floor
Lansing, Michigan 48933
(517) 487-6555

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Phillip D. Torrence, Esq.
Miller, Canfield, Paddock and Stone, P.L.C.
444 West Michigan Avenue
Kalamazoo, Michigan 49007
(269) 383-5804 Anthony Gaeta, Jr., Esq.
Gaeta & Associates, P.A.
8305 Falls of Neuse Road, Suite 203
Raleigh, North Carolina 27615
(919) 845-2558

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions to the merger as described in the enclosed proxy statement/prospectus.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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.
þ (No. 333-112105)

If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. o

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CALCULATION OF REGISTRATION FEE

		Proposed		Proposed		Amount
Title of Each		Maximum		Maximum		of
Class of Securities	Amount to be	Offering Price		Aggregate		Registration
to be Registered	Registered	Per Share		Offering Price		Fee(2)
Common Stock, no par value per share	8,827 shares(1)		N/A	$	221,337	$	28

(1) Represents the number of additional shares of common stock, no par value, of the registrant that may be issued in connection with the merger of First Carolina State Bank, a North Carolina banking corporation with and into a wholly owned direct subsidiary of the registrant, as described in the registration statement on Form S-4 (No. 333-112105), which became effective on February 11, 2004. In connection with the filing of that registration statement, 174,561 shares of common stock of the registrant were registered with the Securities and Exchange Commission and a fee of $411.00 was paid. The registrant now anticipates that up to 183,388 shares of its common stock may be issued in the merger.

(2) Pursuant to Rules 457(c) and 457(f) under the Securities Act of 1933, as amended, the registration fee was based on the average of the high and low sales prices of the registrant’s common stock as reported on the New York Stock Exchange on April 30, 2004 ($25.075), and computed based on the number of additional shares of common stock of the registrant to be registered by this registration statement.

EXPLANATORY NOTE

     This registration statement is being filed by the registrant pursuant to General Instruction K of Form S-4 and Rule 462(b) under the Securities Act of 1933, as amended, to register an additional 8,827 shares of common stock, no par value, of the registrant, Capitol Bancorp Ltd., a Michigan corporation, for issuance in connection with the merger of First Carolina State Bank, a North Carolina banking corporation with and into CBC Bank, a North Carolina banking corporation and wholly owned subsidiary of the registrant. In the merger, each share of common stock, par value $5.00 per share, of First Carolina State Bank will be converted into the right to receive either $14.00 in cash or shares of common stock of the registrant, or a combination of both.

     The registrant previously registered a total of 174,561 shares of common stock in connection with the merger by means of a currently effective registration statement on Form S-4 (No. 333-112105), which was declared effective by the Securities and Exchange Commission on February 11, 2004. The maximum number of shares of common stock to be issued pursuant to the merger is expected to be 183,388.

INCORPORATION BY REFERENCE

     The registrant hereby incorporates by reference the contents of its registration statement on Form S-4 (No. 333-112105).

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lansing, State of Michigan on May 3, 2004.

CAPITOL BANCORP LIMITED
By:	/s/ JOSEPH D. REID
	JOSEPH D. REID
	Chairman of the Board, President and Chief Executive Officer

POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 3, 2004.

     By signing below, each of the undersigned does hereby severally constitute and appoint Joseph D. Reid, Cristin Reid English and Lee W. Hendrickson, and each and every one of them, the undersigned’s true and lawful attorneys and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign any and all amendments (both pre- effective and post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each and every one of them, full power and authority to do and perform each and every act and things requisite or necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys and agents, and each of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title
/s/ JOSEPH D. REID JOSEPH D. REID	Chairman of the Board, President and Chief Executive Officer, Director (Principal Executive Officer)
/s/ LEE W. HENDRICKSON LEE W. HENDRICKSON	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ ROBERT C. CARR ROBERT C. CARR	Executive Vice President, Treasurer, Director
/s/ DAVID O’LEARY DAVID O’LEARY	Secretary, Director

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Signature	Title
LOUIS G. ALLEN	Director
/s/ PAUL R. BALLARD           PAUL R. BALLARD	Director
/s/ DAVID L. BECKER           DAVID L. BECKER	Director
/s/ DOUGLAS E. CRIST DOUGLAS E. CRIST	Director
MICHAEL J. DEVINE	Director
JAMES C. EPOLITO	Director
/s/ GARY A. FALKENBERG GARY A. FALKENBERG	Director
JOEL I. FERGUSON	Director
KATHLEEN A. GASKIN	Director
/s/ H. NICHOLAS GENOVA H. NICHOLAS GENOVA	Director
/s/ MICHAEL F. HANNLEY MICHAEL F. HANNLEY	Director
/s/ LEWIS D. JOHNS                LEWIS D. JOHNS	Director
/s/ MICHAEL L. KASTEN MICHAEL L. KASTEN	Director
/s/ JOHN S. LEWIS                JOHN S. LEWIS	President, Western Regions, Director

4

Signature	Title
/s/ HUMBERTO S. LOPEZ HUMBERTO S. LOPEZ	Director
LEONARD MAAS	Director
LYLE W. MILLER	Director
/s/ KATHRYN L. MUNRO KATHRYN L. MUNRO	Director
/s/ MYRL D. NOFZIGER MYRL D. NOFZIGER	Director
/s/ CRISTIN REID ENGLISH CRISTIN REID ENGLISH	Chief Administrative Officer, Director
RONALD K. SABLE	Director

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger (included in this proxy statement/prospectus as Annex A).*
5	Opinion of Miller, Canfield, Paddock and Stone, P.L.C., as to the validity of the shares.*
8	Tax Opinion of Miller, Canfield, Paddock and Stone, P.L.C. *
23.1a	Consent of BDO Seidman, LLP.*
23.1b	Consent of BDO Seidman, LLP.*
23.1c	Consent of The Carson Medlin Company (financial advisor).*
23.2	Consent of Miller, Canfield, Paddock and Stone, P.L.C. (included in Exhibit 8).*
23.3	Consent of BDO Seidman, LLP.
23.4	Consent of Dixon Hughes, PLLC
23.5	Consent of Miller, Canfield, Paddock and Stone, P.L.C.
23.6	Consent of The Carson Medlin Company.
24	Powers of Attorney (see signature page of this Registration Statement).
99.1	Form of proxy for the Special Meeting of Shareholders of First Carolina State Bank.*

* Incorporated by reference to Amendment No. 1 to the Registration Statement on Form S-4 of Capitol Bancorp Ltd., filed February 11, 2004.

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EX-23.3

EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Capitol Bancorp Ltd.
Lansing, Michigan

We hereby consent to the incorporation by reference of our report dated January 30, 2004 with respect to the consolidated balance sheets of Capitol Bancorp Ltd. and subsidiaries as of December 31, 2003 and 2002, 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, 2003 appearing in the Capitol Bancorp Ltd. Annual Report which is incorporated by reference into the December 31, 2003 annual report on Form 10-K, which is incorporated by reference into Amendment No. 1 of the Registration Statement on Form S-4 (File No. 333-112105), which is incorporated by reference into this Registration Statement on Form S-4.

We also consent to the reference to us under the caption “Experts” in Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-112105) which is incorporated by reference into this Registration Statement.

/s/ BDO SEIDMAN, LLP

Grand Rapids, Michigan
May 3, 2004

EX-23.4

EXHIBIT 23.4

CONSENT OF DIXON HUGHES PLLC

The Board of Directors
First Carolina State Bank
Rocky Mount, North Carolina

We consent to the use of our report, dated February 20, 2003, on the financial statements of First Carolina State Bank as of and for the years ended December 31, 2002 and 2001, which report appears or is incorporate by reference herein, and to the reference to us under the caption “Experts” in the Registration Statement on Form S-4 (SEC File No. 333-112105) which is incorporated by reference into the above filing herein.

/s/ DIXON ODOM PLLC

Sanford, North Carolina
May 3, 2004

EX-23.5

EXHIBIT 23.5

CONSENT OF MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.

We hereby consent to the incorporation by reference in the Registration Statement on Form S-4 (the “Registration Statement”), being filed by Capitol Bancorp Ltd. pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our opinions included as Exhibit 5 and Exhibit 8 to the Registration Statement on Form S-4 (No. 333-112105) (the “Prior Registration Statement”) and to the references to our firm name under the caption “Legal Matters” in the proxy statement/prospectus included in the Prior Registration Statement and incorporated by reference into the Registration Statement.

/s/ MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.

May 3, 2004

EX-23.6

EXHIBIT 23.6

CONSENT OF THE CARSON MEDLIN COMPANY

Board of Directors
First Carolina State Bank
137 North Winstead Avenue
Rocky Mount, NC 27804

We hereby consent to the use of our opinion letter dated December 1, 2003 to the Board of Directors of First Carolina State Bank, a North Carolina banking corporation (“First Carolina”) to be included as Appendix C to the proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 of Capitol Bancorp Ltd. (“Capitol”) (the “Registration Statement”) by incorporating by reference the contents of the previously filed Registration Statement on Form S-4 (File No. 333-112105) (the “Prior Registration Statement”) relating to the proposed merger of First Carolina with and into CBC Bank, a wholly owned subsidiary of Capitol, and to the references to such opinion in the Registration Statement under certain captions, including “Opinion of First Carolina’s Financial Advisor,” by incorporating by reference the contents of the Prior Registration Statement.

Very Truly Yours,

/s/ The Carson Medlin Company

The Carson Medlin Company

Raleigh, North Carolina
May 3, 2004