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As filed with the Securities and Exchange Commission on January 7, 2000 -
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MACATAWA BANK CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-3391345
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
51 E. Main Street, Zeeland, Michigan 49464
(Address of Principal Executive Offices) (Zip Code)
Macatawa Bank Corporation Employee Stock Purchase Plan
(Full Title of the Plan)
Benj. A. Smith, III, 51 E. Main Street, Zeeland, Michigan 49464, (616) 748-9491
(Name, address and telephone number, including area code of agent for service)
Copies of Communications to:
Donald L. Johnson
Varnum, Riddering, Schmidt & Howlett LLP
333 Bridge Street, N.W., P.O. Box 352
Grand Rapids, Michigan 49501-0352
(616) 336-6000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(2) Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock 25,000 Shares(1) $14.79 $369,750.00 $97.62
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(1) Represents the number of shares of Common Stock authorized for issuance
under the Macatawa Bank Corporation Employee Stock Purchase Plan (the
"Plan"). 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 covered thereby as described in
the Prospectus.
(2) For the purpose of computing the registration fee only, the price shown
is based upon the price of $14.79 per share, the average of the high
and low sales prices for the Common Stock of Macatawa Bank Corporation
as reported in the NASDAQ Small Cap Market on January 3, 2000, in
accordance with Rule 457(h).
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Pursuant to Rule 416(a) of the General Rules and Regulations under the
Securities Act of 1933, this Registration Statement shall cover such additional
securities as may be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 of the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Macatawa Bank Corporation (the "Company") hereby incorporates by reference
in this Registration Statement the following documents:
(a) The Company's annual report on Form 10-KSB for the year ended
December 31, 1998 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end
of the fiscal year ended December 31, 1998, covered by the document
referred to in (a) above, including, without limitation, the Company's
quarterly reports on Form 10-QSB for the quarters ended March 31, 1999;
June 30, 1999; and September 30, 1999.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
A description of the Company's common stock, the class of securities
offered pursuant to this Registration Statement, is contained in the Company's
Registration Statement on Form 8-A filed pursuant to Section 12 of the Exchange
Act, and is incorporated herein by reference, including any subsequent
amendments or reports filed for the purpose of updating that description.
Item 4. Description of Securities
The common stock of the Company is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
Members of Varnum, Riddering, Schmidt & HowlettLLP own, in the aggregate,
approximately 25,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers
Sections 561-571 of the Michigan Business Corporation Act, as amended (the
"MBCA"), grant the Company broad powers to indemnify any person in connection
with legal proceedings brought against him by reason of his present or past
status as an officer or director of the Company, provided that the person acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and with respect to any criminal action
S-1
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or proceeding, had no reasonable cause to believe his conduct was unlawful. The
MBCA also gives the Company broad powers to indemnify any such person against
expenses and reasonable settlement payments in connection with any action by or
in the right of the Company, provided the person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, except that no indemnification may be made if such person is
adjudged to be liable to the Company unless and only to the extent the court in
which such action was brought determines upon application that, despite such
adjudication, but in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for reasonable expenses as the court
deems proper. In addition, to the extent that any such person is successful in
the defense of any such legal proceeding, the Company is required by the MBCA to
indemnify him or her against expenses, including attorneys' fees, that are
actually and reasonably incurred by him or her in connection therewith.
The Company's Articles of Incorporation contain provisions entitling
directors and executive officers of the Company to indemnification against
certain liabilities and expenses to the full extent permitted by Michigan law.
Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Reference is made to the Exhibit Index which appears on page S-6.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a) 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, represents a fundamental change in the information set
forth in the registration statement.
(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)(i) and
(a) (ii) do not apply if the registration statement is on Form S-3,
Form S-8, or Form F-3, and the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15 (d) of Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(b) 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.
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<PAGE>
(c) 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 undersigned 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 bonafide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions 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 Act
and is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Zeeland, State of Michigan, on the 3rd day of
January, 2000.
MACATAWA BANK CORPORATION
By /s/ Benj. A. Smith III
Benj. A. Smith III, Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Benj. A. Smith III and Philip J. Koning, and each
of them, his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him 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 and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute, 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 below on January 3, 2000, by the
following persons in the capacities indicated.
Signatures Title
/s/ Benj. A. Smith III Chief Executive Officer and a Director
Benj. A. Smith III (principal executive officer)
/s/ Philip J. Koning Treasurer, Secretary and a Director
Philip J. Koning (principal financial and accounting officer)
_______________________________ Director
James L. Batts
/s/ G. Thomas Boylan Director
G. Thomas Boylan
/s/ Jessie F. Dalman Director
Jessie F. Dalman
/s/ Robert E. DenHerder Director
Robert E. DenHerder
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Signatures Title
/s/ Wayne J. Elhart Director
Wayne J. Elhart
/s/ Brian J. Hansen Director
Brian J. Hansen
/s/ James L. Jurries Director
James L. Jurries
_______________________________ Director
John F. Koetje
S-5
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EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Exhibit 4 Macatawa Bank Corporation Employee Stock Purchase Plan
Exhibit 5 Opinion of Varnum, Riddering, Schmidt & Howlett LLP
Exhibit 23(a) Consent of Crowe, Chizek and Company LLP
Exhibit 23(b) Consent of Varnum, Riddering, Schmidt & Howlett LLP -included in
Exhibit 5
Exhibit 24 Power of Attorney - included on page S-4 hereof
S-6
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EXHIBIT 4
MACATAWA BANK CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
The purpose of this Employee Stock Purchase Plan (the "Plan") is to provide a
convenient and economical method for employees of Macatawa Bank Corporation and
its subsidiaries to accumulate common stock of Macatawa Bank Corporation.
Administration
Macatawa Bank's Human Resource Department will administer the Plan. All
questions regarding interpretation or exceptions will be reviewed and approved
by Human Resources. The Human Resources Department will administer enrollments,
change of contributions, eligibility issues, terminations and distribution
requests. At the recommendation of Human Resources and with the concurrence of
the Executive Team, the Plan may be amended at any time. The Plan has a
perpetual duration but may be terminated at any time upon recommendation of
Human Resources and with the concurrence of the Executive Team. The total number
of shares of Macatawa Bank Corporation common stock that may be purchased under
the Plan is 25,000 shares, subject to appropriate adjustment for any stock
dividend, stock split or other transaction.
Participation
All employees of Macatawa Bank Corporation and its subsidiaries, full or
part-time, are eligible to participate in the Plan. This Plan is designed to
allow employees to elect to periodically purchase shares of the common stock of
Macatawa Bank Corporation.
Enrollment
Employees may enroll following their orientation period. The initial date
enrollment date will be January 1, 2000. Thereafter, employees may enroll,
change contribution amounts, or withdraw from the plan on January 1 and July 1
of each year. A completed enrollment/change form or distribution form must be
submitted to Human Resources prior to the effective dates of any enrollment,
change or withdrawal. Human Resources will provide forms to facilitate changes
prior to January 1 and July 1 of each year.
Termination of Participation
A participant may elect at any time to terminate his or her participation in the
Plan by giving written notice to the Human Resource Department. The participant
may request to receive cash or shares at the time of distribution. Share
certificates will be issued for whole shares only, with fractional shares issued
in cash. All requests to distribute a participant's accounts must be processed
by the Human Resources Department.
<PAGE>
Termination requests will be processed on or near the last business day of the
calendar quarter.
Purchases
The Macatawa Bank Trust Department will handle all purchases of common stock.
These purchases will be made on or about the last business day of the calendar
quarter at the market price on the date of purchase. Purchases may be made
directly from the Company or in the open market at the discretion of the
Macatawa Bank Trust Department. For shares purchased on the open market, the
purchase price will be the average of the actual purchase prices paid for such
shares, including any brokerage commissions or transaction fees. For shares
purchased directly from the Company, the purchase price will be the closing
market price on the date of purchase.
Macatawa will not pay or accrue interest on cash or share balances in any
participant's account.
Stock certificates for any whole shares in a participant's account will be
issued to participants only upon a written request from the participant. Until
share certificates are issued to a participant, no person shall have the right
to sell, transfer or otherwise encumber shares held under the Plan.
Dividends and Other Distributions
All cash dividends, if any, will be reinvested in Macatawa Bank Corporation
common stock at the normal purchase time at the market price on the date of
purchase. Any share distributions or share splits will be appropriately
allocated to each participant's account.
Reporting
All records of purchases, dates of purchase, prices, number of shares held,
etc., will be maintained by the Macatawa Bank Trust Department. Participants
will receive reports at least annually. Any requests for additional information
should be directed to the Macatawa Bank Human Resources Department.
Voting Shares
The Macatawa Bank Trust Department will vote all shares held under this Plan on
behalf of all participants in the Plan.
::ODMA\PCDOCS\GRR\383141\1
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January 7, 2000
Macatawa Bank Corporation
51 E. Main Street
Zeeland, Michigan 49464
Re: Registration Statement on Form S-8 Relating to the
Macatawa Bank Corporation Employee Stock Purchase Plan
Ladies and Gentlemen:
With respect to the Registration Statement on Form S-8 (the "Registration
Statement"), filed by Macatawa Bank Corporation, a Michigan corporation (the
"Company"), with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended, 25,000 shares of the
Company's common stock for issuance pursuant to the Company's Employee Stock
Purchase Plan (the "Plan"), we have examined such documents and questions of law
we consider necessary or appropriate for the purpose of giving this opinion. On
the basis of such evaluation, we advise you that in our opinion the 25,000
shares covered by the Registration Statement, upon the exercise of stock
options, at the prices described in the Registration Statement, and upon
delivery of such shares and payment therefor in accordance with the terms stated
in the Plan and the Registration Statement, will be duly and legally authorized,
issued and outstanding and will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or under the rules and regulations of
the Securities and Exchange Commission relating thereto.
Sincerely,
VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP
/s/ Varnum, Riddering, Schmidt & Howlett LLP
EXHIBIT 5
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to incorporation by
reference in this registration statement of our report dated February 17, 1999
included in Macatawa Bank Corporation's Annual Report on Form 10-KSB for the
year ended December 31, 1998, and to all references to our firm included in this
registration statement.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Grand Rapids, Michigan
January 5, 2000
::ODMA\PCDOCS\GRR\360568\1
S-8
