REGISTRATION STATEMENT NO. 333-_____
Filed July 1, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRSTBANK CORP.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 84-1389562
- -------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
920 Main Street
Lewiston, Idaho 83501
(208) 746-9610
----------------------------------------
(Address of principal executive offices)
First Bank Northwest 401(k) Profit Sharing Plan
-----------------------------------------------
(Full title of the Plan)
Copies to:
Clyde E. Conklin Eric S. Kracov, Esquire
President and Chief Executive Officer Breyer & Aguggia
FirstBank Corp. 1300 I Street, N.W.
920 Main Street Suite 470 East
Lewiston, Idaho 83501 Washington, D.C. 20005
(864) 582-2391 (202) 737-7900
----------------------------
Name, address and telephone
number of agent for service
Page 1 of 5 Pages
Exhibit Index Appears on Page 4
<PAGE>
<PAGE>
Calculation of Registration Fee
- ------------------------------------------------------------------------------
Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
- ------------------------------------------------------------------------------
Common Stock,
$.01 par
value 100,000 $10.00(2) $1,000,000 $303.00
- ------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee.
(2) 100,000 shares are being registered for issuance pursuant to the
First Bank Northwest 401(k) Profit Sharing Plan ("401(k) Plan"). In
addition, this Registration Statement covers an indeterminate number of
shares reserved for issuance pursuant to the 401(k) Plan as a result of
any future stock split, stock dividend or similar adjustment of the
outstanding Common Stock. Pursuant to Rule 416(c), the Registration
Statement also covers an indeterminate number of participation interests
available thereunder.
-------------------------
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.
-2-
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
- ------
The following documents filed with the Commission are incorporated in
this Registration Statement by reference:
(1) the Registrant's Registration Statement on Form SB-2 (333-23395)
filed March 14, 1997 and amendments thereto;
(2) the Annual Report on Form 11-K of the Company's 401(k) Profit
Sharing Plan for the year ended December 31, 1996; and
(3) the description of the Common Stock set forth in the Company's
Registration Statement on Form 8-A registering the Company's Common Stock,
pursuant to Section 12(g) of the Securities Exchange Act of 1934, filed April
25, 1997.
All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
covered hereby then remaining unsold, shall also be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof commencing
on the respective dates on which such documents are filed.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein, or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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 Delaware General Corporation Law set forth
circumstances under which directors, officers, employees and agents of the
Registrant may be insured or indemnified against liability which they may
incur in their capacities.
Article XVII of the Registrant's Certificate of Incorporation provides
for indemnification of the directors, officers, employees and agents of the
Registrant for expenses (including attorney's fees but excluding amounts paid
in settlement for derivative suits) actually and reasonably incurred in
connection with the defense of any threatened, pending or completed action or
suit if such director, officer, employee or agent is successful on the merits
or otherwise, or acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interest of the Registrant and, with
respect to any criminal action or proceeding had no reasonable cause to
believe his conduct was unlawful.
-3-
<PAGE>
<PAGE>
Item 7. Exemption From Registration Claimed
- ------
Not Applicable
Item 8. Exhibits
- ------
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
No. Exhibit
--- -------
23 Consent of BDO Seidman, LLP
24 Power of attorney (see signature pages)
99.1 401(k) Profit Sharing Plan (incorporated by reference
herein as Exhibit 10.3 to Amendment No. 1 to Form SB-2,
filed on May 2, 1997)
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, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or 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
in such information in the Registration Statement; provided, however, that
clauses (i) and (ii) do not apply if the information required to be included
in a post-effective amendment by those clauses is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
2. That, for the purposes 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 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.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to a new registration
statement relating to the securities offered therein, and that offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officer 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 Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification
-4-
<PAGE>
<PAGE>
against liabilities (other than the payment by 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 questions whether such indemnification by it is
against public policy expressed in the Securities Act will and will be
governed by the final adjudication of such issue.
-5-
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
FirstBank Corp. 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 Lewiston, and State of Idaho the 1st day of
July 1997.
FIRSTBANK CORP.
By: /s/ Clyde E. Conklin
-------------------------------------
Clyde E. Conklin
President and Chief Executive Officer
(Principal 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 and on the dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Clyde E. Conklin his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.
By: /s/ Clyde E. Conklin Date: July 1, 1997
----------------------------------
Clyde E. Conklin
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Larry K. Moxley Date: July 1, 1997
----------------------------------
Larry K. Moxley
Executive Vice President, Chief Financial
Officer and Secretary (Principal Financial
and Accounting Officer)
By: /s/ Steve E. Cox Date: July 1, 1997
----------------------------------
Steve E. Cox
Chairman of the Board
By: /s/ Cynthia M. Moore Date: July 1, 1997
----------------------------------
Cynthia M. Moore
Controller and Assistant Corporate
Secretary
By: /s/ James N. Marker Date: July 1, 1997
----------------------------------
James N. Marker
First Vice Chairman
<PAGE>
<PAGE>
By: /s/ Robert S. Coleman, Sr. Date: July 1, 1997
----------------------------------
Robert S. Coleman, Sr.
Second Vice Chairman
By: /s/ Dr. L. Glen Carlson Date: July 1, 1997
----------------------------------
Dr. L. Glen Carlson
Director
By: /s/ William J. Larson Date: July 1, 1997
----------------------------------
William J. Larson
Director
By: /s/ F. Ron McMurray Date: July 1, 1997
----------------------------------
F. Ron McMurray
Director
By: /s/ W. Dean Jurgens Date: July 1, 1997
----------------------------------
W. Dean Jurgens
Director
<PAGE>
<PAGE>
The Plan. Pursuant to the requirements of the Securities and Exchange
Act of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
FIRSTBANK CORP.
Date; July 1, 1997 By: /c/ Clyde E. Conklin
------------------------------
Clyde E. Conklin
Plan Administrator
<PAGE>
<PAGE>
Exhibit 23
Consent of BDO Seidman, LLP
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
FirstBank Corp. on Form S-8, of our report dated January 31, 1997, except for
Note 15 which is as of March 12, 1997, on the financial statements of First
Federal Bank of Idaho, a Federal Savings Bank, and subsidiary, as of March 31,
1995 and 1996 and for the years then ended, appearing in the Registration
Statement on Form SB-2 (333-23395) filed by FirstBank Corp. on March 14, 1997
and amendments thereto.
/s/ BDO Seidman, LLP
Spokane, WA
June 30, 1997
<PAGE>
<PAGE>
Exhibit 24
Power of Attorney (see signature page)
<PAGE>
