-----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, DtsRp79PwczpfMPWzJXjSkGhI7KB5HGPM8AnNhqTuvkSBZZLmoUNFw2LEJVRfxys gg961lWg2DKX1KK6A3S+kA== 0000950124-05-004063.txt : 20050629 0000950124-05-004063.hdr.sgml : 20050629 20050629121930 ACCESSION NUMBER: 0000950124-05-004063 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 EFFECTIVENESS DATE: 20050629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITOL BANCORP LTD CENTRAL INDEX KEY: 0000840264 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 382761672 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-126206 FILM NUMBER: 05923391 BUSINESS ADDRESS: STREET 1: ONE BUSINESS & TRADE CNTR STREET 2: 200 WASHINGTON SQ N CITY: LANSING STATE: MI ZIP: 48933 BUSINESS PHONE: 5174876555 MAIL ADDRESS: STREET 1: ONE BUSINESS & TRADE CENTER STREET 2: 200 WASHINGTON SQUARE NORTH CITY: LANSING STATE: MI ZIP: 48933 S-8 1 k96340sv8.htm REGISTRATION STATEMENT ON FORM S-8 sv8
 

As filed with the Securities and Exchange Commission on June 29, 2005   Registration No. 333-___
 
 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

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) 		  38-2761672
(I.R.S. Employer
Identification No.)

Capitol Bancorp Center
200 Washington Square North, Fourth Floor, Lansing, Michigan 48933

(Address registrant’s principal executive offices, including zip code)

 

CAPITOL BANCORP LTD. 2003 STOCK PLAN
(Full Title of the Plan)

 

Cristin Reid English, Esq.
Capitol Bancorp Ltd.
Capitol Bancorp Center
200 Washington Square North, Fourth Floor, Lansing, Michigan 48933
(Name and Address of Agent for Service)

Telephone Number, Including Area Code, of Agent for Service: (517) 487-6555

Phillip D. Torrence, Esq.
Miller, Canfield, Paddock and Stone, P.L.C.
444 West Michigan Avenue
Kalamazoo, Michigan 49007
(269) 383-5804

                             
CALCULATION OF REGISTRATION FEE
 
  Title of Securities     Amount To Be     Proposed Maximum     Proposed Maximum     Amount of  
  to be Registered     Registered     Offering Price Per Share     Aggregate Offering Price     Registration Fee  
 
Common Stock
     1,000,000 shares(1)(2)     $31.585 (3)     $31,585,000.00(3)     $3717.55 (3)  
 
(1) Represents the additional shares of Common Stock authorized for issuance under the Capitol Bancorp Ltd. 2003 Stock Plan (the “Plan”), as amended. 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 to prevent dilution from stock splits, stock dividends and similar transactions. The Registration Statement covers any such additional shares in accordance with Rule 416(a).
(2) 1,000,000 shares of Common Stock were previously registered when the Form S-8 (Registration No. 333-105314) was filed on May 16, 2003. The purpose of this Form S-8 is to register an additional 1,000,000 shares of Common Stock which have been reserved for issuance pursuant to approvals received at the Capitol Bancorp Ltd. Annual Meeting of Shareholders held May 5, 2005.
(3) Estimated solely for purposes of computing the registration fee at the average of the high and low sale price per share on June 24, 2005, as reported on the NYSE, pursuant to Rule 457(h).
 
 

 

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The contents of the Registration Statement on Form S-8 (Registration No. 333-105314) filed on May 16, 2003, are incorporated by reference.

PURPOSE OF THIS FORM S-8:

The purpose of this Form S-8 is to register an additional 1,000,000 shares of Common Stock which have been reserved for issuance under the Capitol Bancorp Ltd. 2003 Stock Plan (the “Plan”). The 1,000,000 shares of Common Stock registered on this Form S-8 were reserved for issuance under the Plan pursuant to approvals received at the Capitol Bancorp Ltd. Annual Meeting of Shareholders held on Thursday, May 5, 2005. At that meeting, the Shareholders approved the First Amendment to the Plan as set forth in the Capitol Bancorp Ltd. Proxy Statement dated March 31, 2005, increasing the authorized shares under the Plan from 1,000,000 to 2,000,000. The First Amendment to the Plan was approved by the Board of Directors on November 4, 2004.

 

 

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-8 and 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 June 29, 2005.
         
  CAPITOL BANCORP LTD., a Michigan corporation
 		  
  By:   /s/ Joseph D. Reid  
    Joseph D. Reid   
    Chairman and Chief Executive Officer   
 

POWER OF ATTORNEY

     Each of the undersigned whose signature appears below hereby constitutes and appoints Joseph D. Reid and Lee W. Hendrickson, and each of them, severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her 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, under the Securities Act of 1933.

     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 June 29, 2005.

     
Signature
  Title
 
    
/s/ Joseph D. Reid
Joseph D. Reid
  Chairman of the Board, President, Chief Executive Officer and Director
(principal executive officer)
 
    
/s/ Lee W. Hendrickson
Lee W. Hendrickson
  Chief Financial Officer
(principal financial officer and principal accounting officer)
 
    
/s/ Joseph D. Reid
Joseph D. Reid
  Chairman of the Board, CEO and Director
 
 
    
/s/ Michael L. Kasten
Michael L. Kasten
  Vice Chairman of the Board and Director
 
 
    
/s/ Lyle W. Miller
Lyle W. Miller
  Vice Chairman of the Board and Director 
 
    
/s/ Robert C. Carr
Robert C. Carr
  Vice Chairman of the Board, Executive Vice President,
Treasurer and Director

 

 

     
 
    
/s/ David O’ Leary
David O’ Leary
  Secretary and Director 
 
    
/s/ Louis G. Allen
Louis G. Allen
  Director 
 
    
/s/ Paul R. Ballard
Paul R. Ballard
  Director 
 
    
/s/ David L. Becker
David L. Becker
  Director 
 
    
 
Douglas E. Crist
  Director 
 
    
/s/ Michael J. Devine
Michael J. Devine
  Director 
 
    
/s/ Cristin Reid English
Cristin Reid English
  Chief Operating Officer and Director 
 
    
 
James C. Epolito
  Director 
 
    
/s/ Gary A. Falkenberg, D.O.
Gary A. Falkenberg, D.O.
  Director 
 
    
/s/ Joel I. Ferguson
Joel I. Ferguson
  Director 
 
    
/s/ Kathleen A. Gaskin
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/ John S. Lewis
John S. Lewis
  President, Western Regions and Director 
 
    
/s/ Leonard Maas
Leonard Maas
  Director 
 
    
/s/ Kathryn L. Munro
Kathryn L. Munro
  Director 
 
    
/s/ Myrl D. Nofziger
Myrl D. Nofziger
  Director 
 
    
/s/ Ronald K. Sable
Ronald K. Sable
  Director 

 

 

INDEX TO EXHIBITS

     
Exhibit Number 
   
Description
 
    
4  
  Certificate of Amendment to Articles of Incorporation of Capitol Bancorp Ltd. increasing total authorized capital stock of the corporation from 25,000,000 to 50,000,000 shares with no par value*
 
    
5  
  Opinion of Miller, Canfield, Paddock and Stone, p.l.c.*
 
    
23.1
  Consent of BDO Seidman, LLP*
 
    
23.2
  Consent of Miller, Canfield, Paddock and Stone, P.L.C.—included in Exhibit No. 5
 
    
99.1
  Capitol Bancorp Ltd.’s 2003 Stock Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed October 29, 2004
 
    
99.2
  First Amendment to the Capitol Bancorp Ltd. 2003 Stock Plan*

 
*  Filed herewith

 

EX-4 2 k96340exv4.txt CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION . . . Exhibit 4 FILED - ------------------------------------------------------------------------------- MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH MAY 18, 2005 BUREAU OF COMMERCIAL SERVICES - ------------------------------------------------------------------------------- Date Received (FOR BUREAU USE ONLY) Administrator BUREAU OF COMMERCIAL SERVICES - ------------------- This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. - -------------------------------------------------------- Name Cristin Reid English - -------------------------------------------------------- Address 200 N. Washington Square - -------------------------------------------------------- City State ZIP Code Lansing MI 48933-1384 EFFECTIVE DATE - ------------------------------------------------------------------------------- Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office. CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION FOR USE BY DOMESTIC PROFIT AND NONPROFIT CORPORATIONS (Please read information and instructions on the last page) Pursuant to the provisions of Act 284, Public Acts of 1972, (profit corporations) or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate: - ----------------------------------------------------------------------------------------------------------------------- 1. The present name of the corporation is: Capitol Bancorp LTD. ------------------------------------ 2. The identification number assigned by the Bureau is: 246-688 ------------------------------------ - ----------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------- 3. Article III of the Articles of Incorporation is hereby amended to read as follows: The total authorized capital stock of the corporation shall consist of 50,000,000 shares of Common Stock, no par value per share. - -----------------------------------------------------------------------------------------------------------------------
BCS/CD-515 (Rev. 12/03) COMPLETE ONLY ONE OF THE FOLLOWING: 4. (FOR AMENDMENTS ADOPTED BY UNANIMOUS CONSENT OF INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES.) The foregoing amendment to the Articles of Incorporation was duly adopted on the ______________ day of _____________________, _________, in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors or Trustees. Signed this________ day of _________________, _______ ----------------------------------- ----------------------------------- (Signature) (Signature) ----------------------------------- ----------------------------------- (Type or Print Name) (Type or Print Name) ----------------------------------- ----------------------------------- (Signature) (Signature) ----------------------------------- ----------------------------------- (Type or Print Name) (Type or Print Name) 5. (FOR PROFIT AND NONPROFIT CORPORATIONS WHOSE ARTICLES STATE THE CORPORATION IS ORGANIZED ON A STOCK OR ON A MEMBERSHIP BASIS.) The foregoing amendment to the Articles of Incorporation was duly adopted on the 5th day of May, 2005, by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation (check one of the following) [X] at a meeting the necessary votes were cast in favor of the amendment. [ ] by written consent of the shareholders or members having not less than the minimum numbers of votes required by statute in accordance with Section 407(1) and (2) of the Act if a nonprofit corporation, or Section 407(1) of the Act if a profit corporation. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.) [ ] by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation. [ ] by consents given by electronic transmission in accordance with Section 407(3) if a profit corporation. [ ] by the board of a profit corporation pursuant to section 611(2). --------------------------------------------------------------- --------------------------------------------------------------- Profit Corporations and Professional Service Corporations Nonprofit Corporations Signed this 9 day of May, 2005 Signed this ____ day of _____________, ______ By /s/ Cristin Reid English By ------------------------------------------------------- ------------------------------------------------------- (Signature of an authorized officer or agent) (Signature President, Vice-President, Chairperson or Vice-Chairperson) Cristin Reid English ------------------------------------------------------- ------------------------------------------------------- (Type or Print Name) (Type or Print Name) --------------------------------------------------------------- ---------------------------------------------------------------
EX-5 3 k96340exv5.txt OPINION OF MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. Exhibit 5 [Miller Canfield Paddock and Stone Letterhead] June 27, 2005 Capitol Bancorp Ltd. Capitol Bancorp Center 200 N. Washington Square Lansing, Michigan 48933 Ladies and Gentlemen: We have served as counsel to Capitol Bancorp Ltd., a Michigan corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act"), 1,000,000 shares of the Company's Common Stock (the "Registered Shares") for issuance pursuant to the Company's 2003 Stock Plan (the "Plan"). In acting as counsel for the Company, we have examined the proceedings taken in connection with the issuance pursuant to the Plan, and we have examined and relied upon the originals or copies, certified or otherwise, identified to our satisfaction, of such corporate records, documents, certificates and other instruments and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of this opinion, and, on the basis of such examination and review, we advise you that, in our opinion: 1. The Registered Shares have been duly authorized. 2. When the Registration Statement has become effective and Registered Shares have been issued, sold and paid for in accordance with the Plan, said Registered Shares will be validly issued, fully paid, and nonassessable. We hereby consent to the inclusion of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not concede that we are experts within the meaning of the Securities Act, or the rules or regulations thereunder, or that this consent is required by Section 7 of the Securities Act. Very truly yours, Opinion of Miller, Canfield, Paddock and Stone, p.l.c. /s/ EX-23.1 4 k96340exv23w1.txt CONSENT OF BDO SEIDMAN, LLP Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Capitol Bancorp Ltd. Lansing, MI We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 4, 2005, relating to the consolidated financial statements and the effectiveness of Capitol Bancorp Ltd.'s internal control over financial reporting appearing in the Capitol Bancorp Ltd. 2004 Annual Report to shareholders incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 2004. /s/ BDO Seidman, LLP Grand Rapids, Michigan June 27, 2005 EX-99.2 5 k96340exv99w2.txt FIRST AMENDMENT TO THE 2003 STOCK PLAN Exhibit 99.2 FIRST AMENDMENT TO THE CAPITOL BANCORP LTD. 2003 STOCK PLAN WHEREAS, Capitol Bancorp Ltd., a Michigan corporation (the "Corporation"), has previously adopted the Capitol Bancorp Ltd. 2003 Stock Plan (the "Plan"); WHEREAS, the Board of Directors of the Corporation (the "Board") has determined that certain amendments to the Plan are appropriate and in the best interests of the Corporation and its shareholders; and WHEREAS, pursuant to the provisions of Section 15 of the Plan and the rules of the New York Stock Exchange (which are applicable to the Corporation), the Board has determined to submit such amendments to the Corporation's shareholders for their approval; NOW THEREFORE, the Corporation does hereby amend the Plan, subject to shareholder approval, as follows: 1. AMENDMENT TO SECTION 3. The first sentence of Section 3 of the Plan is hereby amended to read as follows: "Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares which may be optioned and granted under the Plan is 2,000,000, plus any forfeited Shares." 2. EFFECT OF AMENDMENT. This Amendment shall amend only those provisions of the Plan set forth herein, and those Sections, paragraphs and sentences not expressly amended hereby shall remain in full force and effect. This Amendment shall become effective as of November 4, 2004, subject to and upon the receipt of the approval of the Corporation's shareholders at the annual meeting of the Corporation's shareholders to be held on May 5, 2005. IN WITNESS WHEREOF, the undersigned has executed this Amendment as of March 8, 2005. CAPITOL BANCORP LTD. By: /s/ Joseph D. Reid ------------------------------- Joseph D. Reid Its: CEO and President -----END PRIVACY-ENHANCED MESSAGE-----