-----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, RjVijYlQzCxZ25a3FJ+qaotTnP9KxmeWPwb6h99NasSMEb+ORpagCmz/vPtQgVxQ w+NlKuJ6U4ccq9nnZHL7AQ== 0000905729-98-000129.txt : 19980601 0000905729-98-000129.hdr.sgml : 19980601 ACCESSION NUMBER: 0000905729-98-000129 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980529 EFFECTIVENESS DATE: 19980529 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTBANK CORP CENTRAL INDEX KEY: 0000778972 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382633910 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-53957 FILM NUMBER: 98634544 BUSINESS ADDRESS: STREET 1: 311 WOODWORTH AVE STREET 2: PO BOX 1029 CITY: ALMA STATE: MI ZIP: 48801 BUSINESS PHONE: 2087469610 MAIL ADDRESS: STREET 1: 311 WOODWORTH AVE CITY: ALMA STATE: MI ZIP: 48801 S-8 1 Registration No.___ -____________ =========================================================================== - --------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIRSTBANK CORPORATION (Exact Name of Registrant as Specified in its Charter) __________________ MICHIGAN 38-2022454 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 311 WOODWORTH AVENUE, ALMA, MICHIGAN 48801 (Address of Principal Executive Offices) (Zip Code) FIRSTBANK CORPORATION STOCK OPTION AND RESTRICTED STOCK PLAN OF 1997 (Full Title of the Plan) MARY D. DECI Copies to: GORDON R. LEWIS VICE PRESIDENT, SECRETARY, WARNER NORCROSS & JUDD LLP AND TREASURER 900 OLD KENT BUILDING FIRSTBANK CORPORATION 111 LYON STREET, N.W. 311 WOODWORTH AVENUE GRAND RAPIDS, MICHIGAN 49503-2487 ALMA, MICHIGAN 48801 (Name and Address of Agent for Service) (517) 463-3131 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED SECURITIES TO BE AMOUNT TO BE MAXIMUM MAXIMUM AMOUNT OF REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION FEE PER SHARE OFFERING PRICE Common Stock 210,000 shares $34.75 $7,297,500 $2,152.76 Plus an indeterminate number of additional shares as may be required to be issued in the event of an adjustment as a result of an increase in the number of issued shares of Common Stock resulting from a subdivision of such shares, the payment of stock dividends or certain other capital adjustments. The stated amount reflects a five percent stock dividend and a two-for-one stock split distributed to shareholders on November 24, 1997 and April 8, 1998, respectively. Estimated solely for the purpose of calculating the registration fee. On May 28, 1998, the average of the bid and asked prices of the Common Stock of Firstbank Corporation was $34.75 per share. The registration fee is computed in accordance with Rule 457(h) and (c).
- --------------------------------------------------------------------------- PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission are incorporated in this registration statement by reference: (a) The Registrant's annual report on Form 10-K for the year ended December 31, 1997 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1997 including, without limitation, the Registrant's quarterly report on Form 10-Q for the quarter ended March 31, 1998. (c) The description of the Registrant's common stock, which is contained in the Registrant's registration statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant (also referred to as "Firstbank") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities remaining unsold shall be deemed to be incorporated by reference in this registration statement and to be a part of this registration statement from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Firstbank is obligated under its Articles of Incorporation and Bylaws to indemnify a present or former director or executive officer of the Firstbank, and may indemnify any other person, to the fullest extent -2- now or hereafter permitted by the Michigan Business Corporation Act (the "MBCA") in connection with any actual or threatened civil, criminal, administrative or investigative action, suit or proceeding arising out of their past or future service to the Firstbank or a subsidiary, or to another organization at the request of the Firstbank or a subsidiary. Sections 561 through 571 of the MBCA contain provisions governing the indemnification of directors and officers by Michigan corporations. That statute provides that a corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding, if the person 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 corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Indemnification of expenses (including attorneys' fees) and amounts paid in settlement is permitted in derivative actions, except that indemnification is not allowed for any claim, issue or matter in which such person has been found liable to the corporation unless and to the extent that a court decides indemnification is proper. To the extent that any such person has been successful on the merits or otherwise in defense of an action, suit or proceeding, or in defense of a claim, issue or matter in the action, suit or proceeding, he or she shall be indemnified against actual and reasonable expenses (including attorneys' fees) incurred by him or her in connection with the action, suit or proceeding, and any action, suit or proceeding brought to enforce the mandatory indemnification provided under the MBCA. The MBCA permits partial indemnification for a portion of expenses (including reasonable attorneys' fees), judgments, penalties, fines and amounts paid in settlement to the extent the person is entitled to indemnification for less than the total amount. -3- Firstbank has entered into indemnity agreements with directors. The agreements provide that Firstbank will indemnify the director, subject to certain limitations, for costs, including the satisfaction of a judgment, fine or penalty incurred in, or any amount paid in settlement of, any proceeding, including a proceeding brought by or in the name of the corporation, if such expenses and costs are indemnifiable under the MBCA. The MBCA permits Firstbank to purchase insurance on behalf of its directors, officers, employees and agents against liabilities arising out of their positions with Firstbank, whether or not such liabilities would be within the above indemnification provisions. Pursuant to this authority, Firstbank maintains such insurance on behalf of its directors and officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following exhibits have been filed as part of this registration statement: EXHIBIT NUMBER DOCUMENT 4(a) Firstbank's Articles of Incorporation, previously filed as an Exhibit to the Registrant's Registration Statement on Form S-2 (Registration No. 33-68432) filed on September 3, 1993, are incorporated herein by reference. 4(b) Firstbank's Bylaws, previously filed as an Exhibit to the Registrant's Registration Statement on Form S-2 (Registration No. 33-47356) filed on September 3, 1993, are incorporated herein by reference. 4(c) The Firstbank Corporation Stock Option and Restricted Stock Plan of 1997, previously filed as Appendix A to Firstbank's Definitive Proxy Statement filed with respect to its annual meeting of shareholders to be held on April 27, 1997, is incorporated by reference herein. 5 Opinion Regarding Legality of Securities Offered. 23(a) Consent of Warner Norcross & Judd LLP--Included in Exhibit 5 and incorporated herein by reference. -4- EXHIBIT NUMBER DOCUMENT 23(b) Consent of Crowe, Chizek & Company LLP. 24 Powers of Attorney. ITEM 9. UNDERTAKINGS. (a) 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 (the "Securities Act"); (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 thereto) 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 (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed or furnished to the SEC by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. -5- (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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act 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. (c) Insofar as indemnification for liabilities arising under the Securities Act 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. -6- 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 Alma, State of Michigan, on this 27th day of May, 1998. FIRSTBANK CORPORATION By /S/ MARY D. DECI Mary D. Deci Vice President, Secretary, and Treasurer Pursuant to the requirements of the Securities Act of 1933, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE DATE /S/ JOHN MCCORMACK* President, Chief Executive May 27, 1998 John McCormack Officer, and Director (Principal Executive Officer) /S/ MARY D. DECI Vice President, Secretary and May 27, 1998 Mary D. Deci Treasurer (Principal financial and accounting officer) /S/ DUANE A. CARR* Director May 27, 1998 Duane A. Carr /S/ WILLIAM E. GOGGIN* Director May 27, 1998 William E. Goggin /S/ EDWARD B. GRANT* Director May 27, 1998 Edward B. Grant -7- /S/ CHARLES W. JENNINGS* Director May 27, 1998 Charles W. Jennings /S/ PHILLIP G. PEASLEY* Director May 27, 1998 Phillip G. Peasley /S/ DAVID D. ROSLUND* Director May 27, 1998 David D. Roslund /S/ MARY D. DECI *Attorney in Fact May 27, 1998 Mary D. Deci -8- EXHIBIT INDEX EXHIBIT PAGE NUMBER DOCUMENT NUMBER 4(a) Firstbank's Articles of Incorporation, previously filed * as an Exhibit to the Registrant's Registration Statement on Form S-2 (Registration No. 33-68432) filed on September 3, 1993, are incorporated herein by reference. 4(b) Firstbank's Bylaws, previously filed as an Exhibit to * the Registrant's Registration Statement on Form S-2 (Registration No. 33-47356) filed on September 3, 1993, are incorporated herein by reference. 4(c) The Firstbank Corporation Stock Option and Restricted * Stock Plan of 1997, previously filed as Appendix A to Firstbank's Definitive Proxy Statement filed with respect to its annual meeting of shareholders to be held on April 27, 1997, is incorporated by reference herein. 5 Opinion Regarding Legality of Securities Offered. 10 23(a) Consent of Warner Norcross & Judd LLP--Included in 10 Exhibit 5 and incorporated herein by reference. 23(b) Consent of Crowe, Chizek & Company LLP. 11 24 Powers of Attorney. 12 * Previously filed EX-5 2 EXHIBIT 5(a) AND 23(a) May 29, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 Re: FIRSTBANK CORPORATION REGISTRATION STATEMENT ON FORM S-8 FIRSTBANK CORPORATION STOCK OPTION AND RESTRICTED STOCK PLAN OF 1997 Dear Sir or Madam: We represent Firstbank Corporation, a Michigan corporation (the "Company"), with respect to the above-captioned registration statement on Form S-8 (the "Registration Statement") filed pursuant to the Securities Act of 1933 (the "Act") to register 210,000 shares of the Company's common stock ("Common Stock"). As counsel for the Company, we are familiar with its Articles of Incorporation and Bylaws and have reviewed the various proceedings taken by the Company to authorize the issuance of the Common Stock to be sold pursuant to the Registration Statement. We have also reviewed and assisted in preparing the Registration Statement. In our review, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. On the basis of the foregoing, we are of the opinion that when the Registration Statement has become effective under the Act, any and all shares of Common Stock that are the subject of the Registration Statement will, when issued upon payment of the purchase price for the shares to the Company, be validly issued, fully paid and nonassessable. Securities and Exchange Commission May 29, 1998 Page 2 - ---------------------------------- We hereby consent to the use of this opinion as an exhibit to the Registration Statement on Form S-8 covering the Common Stock to be issued pursuant to the Stock Option and Restricted Stock Plan of 1997. Very truly yours, WARNER NORCROSS & JUDD LLP By: /S/ GORDON R. LEWIS Gordon R. Lewis A Partner EX-23 3 EXHIBIT 23(b) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8, of Firstbank Corporation pertaining to the registration of 210,000 shares of common stock with respect to the Firstbank Corporation Stock Option and Restricted Stock Plan of 1997, of our report dated January 23, 1998 with respect to the consolidated financial statements of Firstbank Corporation, incorporated by reference in the Annual Report (Form 10-K) for the year ended December 31, 1997 filed with the Securities and Exchange Commission. /s/ Crowe, Chizek & Company LLP CROWE, CHIZEK & COMPANY LLP Grand Rapids, Michigan May 29, 1998 EX-24 4 EXHIBIT 24 LIMITED POWER OF ATTORNEY The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Firstbank Corporation ("Firstbank"), does hereby appoint JOHN MCCORMACK and MARY D. DECI, and either of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, as the case may be, of Firstbank, a Form S-8 Registration Statement of Firstbank for the Stock Option and Restricted Stock Plan of 1997, and any and all pre-effective or post-effective amendments to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission. May 26, 1998 /S/ DUANE A. CARR Duane A. Carr, Director EXHIBIT 24 LIMITED POWER OF ATTORNEY The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Firstbank Corporation ("Firstbank"), does hereby appoint JOHN MCCORMACK and MARY D. DECI, and either of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, as the case may be, of Firstbank, a Form S-8 Registration Statement of Firstbank for the Stock Option and Restricted Stock Plan of 1997, and any and all pre-effective or post-effective amendments to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission. May 26, 1998 /S/ WILLIAM E. GOGGIN William E. Goggin, Chairman of the Board Director EXHIBIT 24 LIMITED POWER OF ATTORNEY The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Firstbank Corporation ("Firstbank"), does hereby appoint JOHN MCCORMACK and MARY D. DECI, and either of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, as the case may be, of Firstbank, a Form S-8 Registration Statement of Firstbank for the Stock Option and Restricted Stock Plan of 1997, and any and all pre-effective or post-effective amendments to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission. May 26, 1998 /S/ EDWARD B. GRANT Edward B. Grant, Director EXHIBIT 24 LIMITED POWER OF ATTORNEY The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Firstbank Corporation ("Firstbank"), does hereby appoint JOHN MCCORMACK and MARY D. DECI, and either of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, as the case may be, of Firstbank, a Form S-8 Registration Statement of Firstbank for the Stock Option and Restricted Stock Plan of 1997, and any and all pre-effective or post-effective amendments to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission. May 26, 1998 /S/ CHARLES W. JENNINGS Charles W. Jennings, Director EXHIBIT 24 LIMITED POWER OF ATTORNEY The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Firstbank Corporation ("Firstbank"), does hereby appoint JOHN MCCORMACK and MARY D. DECI, and either of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, as the case may be, of Firstbank, a Form S-8 Registration Statement of Firstbank for the Stock Option and Restricted Stock Plan of 1997, and any and all pre-effective or post-effective amendments to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission. May 26, 1998 /S/ JOHN MCCORMACK John McCormack, President and Chief Executive Officer, Director EXHIBIT 24 LIMITED POWER OF ATTORNEY The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Firstbank Corporation ("Firstbank"), does hereby appoint JOHN MCCORMACK and MARY D. DECI, and either of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, as the case may be, of Firstbank, a Form S-8 Registration Statement of Firstbank for the Stock Option and Restricted Stock Plan of 1997, and any and all pre-effective or post-effective amendments to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission. May 26, 1998 /S/ PHILLIP G. PEASLEY Phillip G. Peasley, Director EXHIBIT 24 LIMITED POWER OF ATTORNEY The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Firstbank Corporation ("Firstbank"), does hereby appoint JOHN MCCORMACK and MARY D. DECI, and either of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, as the case may be, of Firstbank, a Form S-8 Registration Statement of Firstbank for the Stock Option and Restricted Stock Plan of 1997, and any and all pre-effective or post-effective amendments to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission. May 26, 1998 /S/ DAVID D. ROSLUND David D. Roslund, Director -----END PRIVACY-ENHANCED MESSAGE-----