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As filed with the Securities and Exchange Commission on ________________, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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FIRST M & F CORPORATION
(Exact name of registrant as specified in its charter)
Mississippi 64-0636653
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
221 E. Washington
Kosciusko, MS 39090-3745
(662) 289-5121
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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FIRST M & F CORPORATION
STOCK OPTION PLAN
(Full title of the Plan)
HUGH S. POTTS, JR.
Chairman and Chief Executive Officer
FIRST M & F CORPORATION
221 E. Washington
Kosciusko, MS 39090-3745
(662) 289-5121
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
Lloyd V. Crawford, Esq. Craig N. Landrum, Esq.
8000 Centerview Parkway, Suite 215 Watkins Ludlam Winter & Stennis, P.A.
Cordova, TN 38018 Post Office Box 427
Jackson, MS 39205-0427
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each class Maximum Maximum
of securities to be Amount to be Offering Price Per Aggregate Amount of
registered Registered1 Share2 Offering Price2 Registration Fee2
Common Stock 300,000 $18.50 $5,550,000 $1,465.20
($5.00 Par Value)
1This registration statement covers, in addition to the number of shares of Common Stock stated above, an
additional indeterminate number of shares which by reason of certain events specified in the Plan may become
subject to the Plan.
2Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h).
Based on the average of the high and low prices, as reported by NASDAQ, as of September 21, 2000
This Post-Effective Amendment No. 1 is being filed to register 300,000 additional shares of the same class of securities issuable pursuant to Registrant’s First M&F Corporation Stock Option Plan. Registrant initially registered 200,000 shares pursuant to a registration statement on Form S-8 which became effective on April 20, 1999 (File No. 333-76615). With this amendment, there will be a total of 500,000 shares registered.
The contents of Registration Statement No. 333-76615 are incorporated by reference in this registration statement.
Item 8. Exhibits.
5.1 Opinion of Watkins Ludlam Winter & Stennis, P.A.
23.1 Consent of Shearer Taylor & Co., P.A., independent public accountants.
23.2 Consent of Watkins Ludlam Winter & Stennis, P.A. is contained in their opinion filed as Exhibit 5
to this Registration Statement.
24.1 Power of Attorney of First M & F Corporation filed as Exhibit 24 to the Company's Form S-8
(File No. 333-76615) April 20, 1999, incorporated herein by reference.
24.2 Power of Attorney of First M & F Corporation (included on signature page).
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 Kosciusko, State of Mississippi, on September 13, 2000.
FIRST M & F CORPORATION
By: /s/ Hugh S. Potts, Jr.
Hugh S. Potts, Jr.
Chairman & CEO
Each of the directors of the registrant and each other person whose signature appears below, by his execution hereof, authorizes Hugh S. Potts, Jr. to act as his attorney in fact to sign, in his behalf individually and in each capacity stated below, and file all amendments and post-effective amendments to, the Registration Statement, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and such other applicable governmental/regulatory agencies, hereby ratifying and confirming all that Hugh S. Potts, Jr. or his substitute or substitutes, may do or cause to be done by virtue hereof, and the Registrant hereby confers like authority to sign and file on its behalf.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Hugh S. Potts, Jr. Chairman & CEO, Director September 13, 2000
Hugh S. Potts, Jr.
** President, Director September 13, 2000
Scott M. Wiggers
** Director September 13, 2000
R. Dale McBride
** Director September 13, 2000
Jon A. Crocker
** Director September 13, 2000
Fred A. Bell, Jr.
** Director September 13, 2000
Charles T. England
** Director September 13, 2000
Toxey Hall, III
** Director September 13, 2000
Barbara K. Hammond
/s/ Charles V. Imbler, Sr. Director September 13, 2000
Charles V. Imbler, Sr.
/s/ James F. Ingram Director September 13, 2000
James F. Ingram
** Director September 13, 2000
J. Marlin Ivey
** Director September 13, 2000
Joe Ivey
** Director September 13, 2000
Susan Potts McCaffery
** Director September 13, 2000
Otho E. Pettit, Jr.
** Director September 13, 2000
Charles W. Ritter, Jr.
/s/ L.F. Sams, Jr. Director September 13, 2000
L.F. Sams, Jr.
Director __________, 2000
Michael W. Sanders
** Director September 13, 2000
W. C. Shoemaker
/s/ James I. Tims Director September 13, 2000
James I. Tims
** Director September 13, 2000
Edward G. Woodard
** By /s/ Hugh S. Potts, Jr. as attorney-in-fact pursuant to a power of attorney, filed as Exhibit 24 to the Company's
Form S-8 (File No. 333-76615) April 20, 1999, incorporated herein by reference.
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