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Registration No.___ -____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CHEMICAL FINANCIAL 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)
333 E. MAIN STREET, MIDLAND, MICHIGAN 48640
(Address of Principal Executive Offices) (Zip Code)
CHEMICAL FINANCIAL CORPORATION
STOCK INCENTIVE PLAN OF 1997
(Full Title of the Plan)
LORI A. GWIZDALA Copies to: JEFFREY A. OTT
SENIOR VICE PRESIDENT AND WARNER NORCROSS & JUDD LLP
CHIEF FINANCIAL OFFICER 900 OLD KENT BUILDING
CHEMICAL FINANCIAL CORPORATION 111 LYON STREET, N.W.
333 E. MAIN STREET GRAND RAPIDS, MICHIGAN 49503-2487
MIDLAND, MICHIGAN 48640
(Name and Address of Agent for Service)
(517) 839-5358
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
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 <F3> Offering Price <F3>
<S> <C> <C> <C> <C>
Common Stock,
$10 Par Value 500,000 shares <F1> $43.625 <F2> $21,812,500 <F2> $6,609.85
<FN>
<F1> 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.
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<F2> Estimated solely for the purpose of calculating the registration fee.
<F3> On October 14, 1997, the average of the bid and asked prices of the
Common Stock of Chemical Financial Corporation was $43.625 per share.
The registration fee is computed in accordance with Rule 457(h) and
(c).
</FN>
</TABLE>
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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 latest annual report 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 the end of the fiscal year
covered by the annual report referred to in (a) above.
(c) The description of the Registrant's common stock, $10
par value, which is contained in the Registrant's Form 8-A
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 "Chemical") 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.
Chemical is obligated under its Restated Articles of
Incorporation to indemnify its directors, officers, employees and agents
and persons who serve or have served at the request of Chemical as
directors, officers, employees, agents or partners of another corporation
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or other enterprise to the fullest extent permitted under the Michigan
Business Corporation Act (the "MBCA").
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.
A determination that the person to be indemnified meets the
applicable standard of conduct and an evaluation of the reasonableness of
the expenses incurred and amounts paid in settlement shall be made by a
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majority vote of a quorum of the board of directors who are not parties or
threatened to be made parties to the action, suit or proceeding, by a
majority vote of a committee of not less than two disinterested directors,
by independent legal counsel, by all "independent directors" not parties or
threatened to be made parties to the action, suit or proceeding, or by the
shareholders.
Under the MBCA, a corporation may pay or reimburse the reasonable
expenses incurred by a director, officer, employee or agent who is a party
or threatened to be made a party to an action, suit or proceeding in
advance of final disposition of the proceeding if (1) the person furnishes
the corporation a written affirmation of his or her good faith belief that
he or she has met the applicable standard of conduct, and (2) the person
furnishes the corporation a written undertaking to repay the advance if it
is ultimately determined that he or she did not meet the standard of
conduct, which undertaking need not be secured.
The indemnification provisions of the MBCA are not exclusive of
the rights to indemnification under a corporation's articles of
incorporation or bylaws or by agreement. However, the total amount of
expenses advanced or indemnified from all sources combined may not exceed
the amount of actual expenses incurred by the person seeking
indemnification or advancement of expenses. The indemnification provided
for under the MBCA continues as to a person who ceases to be a director,
officer, employee or agent.
The MBCA permits Chemical to purchase insurance on behalf of its
directors, officers, employees and agents against liabilities arising out
of their positions with Chemical, whether or not such liabilities would be
within the above indemnification provisions. Pursuant to this authority,
Chemical maintains such insurance on behalf of its directors, officers,
employees and agents.
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) Chemical's Restated Articles of Incorporation, previously
filed as Exhibit 3 to the Registrant's Quarterly Report on
Form 10-Q for the period ended June 30, 1995, are
incorporated herein by reference.
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4(b) Chemical's Bylaws, previously filed as Exhibit 4(b) to the
Registrant's Form S-8 Registration Statement No. 33-47356 filed
April 28, 1992, are incorporated herein by reference.
4(c) The Chemical Financial Corporation Stock Incentive Plan of 1997.
Previously filed as Appendix A to Chemical's Definitive Proxy
Statement filed with respect to its annual meeting of shareholders
held on April 21, 1997. Here incorporated by reference.
5 Opinion Regarding Legality of Securities Offered.
23(a) Consent of Warner Norcross & Judd LLP--Included in Exhibit 5
and incorporated herein by reference.
23(b) Consent of Ernst & Young LLP.
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 by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
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(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.
(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.
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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 Midland, State of Michigan, on
this 20th day of October, 1997.
CHEMICAL FINANCIAL CORPORATION
By /s/Aloysius J. Oliver
Aloysius J. Oliver
President and Chief Executive
Officer
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/James A. Currie Director October 20, 1997
James A. Currie
/s/Michael L. Dow Director October 20, 1997
Michael L. Dow
/s/Alan W. Ott Director and Chairman of October 20, 1997
Alan W. Ott the Board
/s/Frank P. Popoff Director October 20, 1997
Frank P. Popoff
/s/Lawrence A. Reed Director October 20, 1997
Lawrence A. Reed
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Director October 20, 1997
William S. Stavropoulos
/s/Aloysius J. Oliver President, Chief Executive October 20, 1997
Aloysius J. Oliver Officer and Director
(Principal Executive Officer)
/s/Lori A. Gwizdala Senior Vice President, October 20, 1997
Lori A. Gwizdala Chief Financial Officer and
Treasurer
(Principal Financial and
Accounting Officer)
-8-
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EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
4(a) The Corporation's Restated Articles of
Incorporation, filed as Exhibit 3
to the Registrant's Quarterly Report on Form
10-Q for the period ended June 30, 1995,
are incorporated herein by reference
4(b) The Corporation's Bylaws, filed as Exhibit 4(b)
to the Registrant's Form S-8 Registration
Statement No. 33-47356 filed April 28,
1992, are incorporated herein by reference.
4(c) The Chemical Financial Corporation Stock
Incentive Plan of 1997. Previously filed as
Appendix A to Chemical's Definitive Proxy
Statement filed with respect to its annual meeting
of shareholders held on April 21, 1997. Here
incorporated by reference.
5 Opinion Regarding Legality of Securities Offered.
23(a) Consent of Warner Norcross & Judd LLP--Included
in Exhibit 5 and incorporated herein by reference.
23(b) Consent of Ernst & Young LLP.
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EXHIBIT 5(a) AND 23(a)
October 20, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Chemical Financial Corporation
Registration Statement on Form S-8
Chemical Financial Corporation
STOCK INCENTIVE PLAN OF 1997
Dear Sir or Madam:
We represent Chemical Financial 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 500,000
shares of the Company's common stock, $10 par value ("Common Stock").
As counsel for the Company, we are familiar with its Restated
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 therefore to the
Company, be validly issued, fully paid and nonassessable.
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 Incentive Plan of 1997.
Very truly yours,
WARNER NORCROSS & JUDD LLP
By: /s/Jeffrey A. Ott
Jeffrey A. Ott
A Partner
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8, of Chemical Financial Corporation pertaining to the
registration of 500,000 shares of common stock with respect to the Chemical
Financial Corporation Stock Incentive Plan of 1997, of our report dated
January 20, 1997, with respect to the consolidated financial statements of
Chemical Financial Corporation, incorporated by reference in the Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/S/ERNST & YOUNG LLP
ERNST & YOUNG LLP
Detroit, Michigan
October 15, 1997
