<PAGE> 1
As filed with the Securities and Exchange Commission on June 26, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CITIZENS BANKING CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Michigan 38-2378932
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
328 S. Saginaw Street, Flint, Michigan 48502
(Address of Principal Executive Offices) (Zip Code)
Citizens Banking Corporation All-Employee Stock Option Plan
(Full Title of the Plan)
Thomas W. Gallagher
Senior Vice President, General Counsel & Secretary
Citizens Banking Corporation
328 S. Saginaw Street
Flint, Michigan 48502
(Name and Address of Agent for Service)
Telephone Number, Including Area Code, of Agent for Service: (810) 766-7500
Copy to:
Mark A. Metz
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243-1668
(313) 568-5434
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share Price
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock 555,000 shares** $17.6878* $9,816,562.5* $2,591.58*
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
</TABLE>
*Estimated solely for purposes of computing the Registration Fee, at 17.6875 per
share, the average price for shares of the Common Stock on June 23, 2000, as
reported on the Nasdaq Stock Market, pursuant to Rule 457(h).
**The number of shares may be adjusted to prevent dilution from stock splits,
stock dividends and similar transactions. The Registration Statement shall cover
any such additional shares in accordance with Rule 416(a). The registered shares
also include the associated preferred stock purchase rights which attach to each
new share of common stock.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Citizens Banking Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(c) The Company's Current Report on Form 8-K filed June 8, 2000; and
(d) The description of the Common Stock of the Company contained in
the Prospectus forming a part of the Company's Registration
Statement on Form S-14, No. 2-70925, incorporated by reference
into the Company's Registration Statement on Form 8-A dated June
30, 1982, filed under the Securities Exchange Act of 1934.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Registration Statement and prior to the
termination of the offering of the Common Stock covered by this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the respective date of filing of each such document.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Thomas W. Gallagher, the Company's Senior Vice President, General
Counsel and Secretary has rendered an opinion with respect to the shares
registered hereunder. As of the date hereof, Mr. Gallagher owns 22,230 shares
and options to purchase an additional 80,701 shares.
Item 6. Indemnification of Directors and Officers.
Michigan Business Corporation Act
The Company is organized under the Michigan Business Corporation Act
(the "MBCA") which, in general, empowers Michigan corporations 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
such person 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 enterprise, against expenses,
including attorney's fees, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred in connection therewith if the
person acted in good faith and in a manner 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 MBCA also empowers Michigan corporations to provide similar
indemnity to such a person for expenses, including attorney's fees, and amounts
paid in settlement actually and reasonably incurred by the person in connection
with actions or suits by or in the right of the corporation if the person acted
in good faith and in a
<PAGE> 3
manner the person reasonably believed to be in or not opposed to the interests
of the corporation or its shareholders, except in respect of any claim, issue or
matter in which the person has been found liable to the corporation, unless the
court determines that the person is fairly and reasonably entitled to
indemnification in view of all relevant circumstances, in which case
indemnification is limited to reasonable expenses incurred. If a person is
successful in defending against a derivative action or third-party action, the
MBCA requires that a Michigan corporation indemnify the person against expenses
incurred in the action.
The MBCA also permits a Michigan corporation to purchase and maintain
on behalf of such a person insurance against liabilities incurred in such
capacities. The Company has obtained a policy of directors' and officers'
liability insurance.
The MBCA further permits Michigan corporations to limit the personal
liability of directors for a breach of their fiduciary duty. However, the MBCA
does not eliminate or limit the liability of a director for any of the
following: (i) the amount of a financial benefit received by a director to which
he or she is not entitled; (ii) intentional infliction of harm on the
corporation or the shareholders; (iii) a violation of Section 551 of the MBCA;
or (iv) an intentional criminal act.
Articles of Incorporation of the Registrant
The Company's Articles of Incorporation, which limit liability to the
maximum extent permitted by law, provide that a director of the Company shall
not be personally liable to the Company or its shareholders for monetary damages
for breach of the director's fiduciary duty. As a result of the inclusion of
such provision, shareholders of the Company may be unable to recover monetary
damages against directors for actions taken by them which constitute negligence
or gross negligence or which are in violation of their fiduciary duties,
although it may be possible to obtain injunctive or other equitable relief with
respect to such actions.
Bylaws of the Registrant
The Company's Bylaws generally require the Company to indemnify
officers and directors to the fullest extent legally possible under the MBCA and
provide that similar indemnification may be afforded employees and agents. In
addition, the Bylaws require the Company to indemnify any person who is or was
serving at the request of the Company as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture, trust, or
other enterprise, whether for profit or not, to the same degree as the foregoing
indemnification of directors and officers. The Company is also contractually
obligated to each of its directors to indemnify such persons to the fullest
extent permissible under Michigan law. The Company's Bylaws further provide for
the advancement of litigation expenses under certain circumstances.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement:
5 Opinion of Thomas W. Gallagher, Esq.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Wipfli Ullrich Bertelson LLP
23.3 Consent of Thomas W. Gallagher, Esq.(contained in Exhibit 5)
24 Power of Attorney (see "Signatures")
<PAGE> 4
99 Citizens Banking Corporation All-Employee Stock Option Plan
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes 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 this registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this registration statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement; provided, however, that paragraphs (1)(i) and (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 Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
(2) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each
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) The undersigned registrant hereby undertakes 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) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 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) or 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 bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
<PAGE> 5
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 Flint, State of Michigan on June 15, 2000.
CITIZENS BANKING CORPORATION
By: /s/ ROBERT J. VITITO
--------------------------------------------
Robert J. Vitito
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby
constitutes and appoints John W. Ennest and Thomas W. Gallagher and each of them
acting alone, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his 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, under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 15, 2000.
<TABLE>
<CAPTION>
Title
<S> <C>
/s/ ROBERT J. VITITO Chairman of the Board, President, Chief Executive Officer
-------------------------------------------------- and Director
Robert J. Vitito (Principal Executive Officer)
/s/ JOHN W. ENNEST Vice Chairman of the Board, Chief Financial Officer and
-------------------------------------------------- Treasurer
John W. Ennest (Principal Financial Officer)
/s/ DANIEL E. BECKEMEIER Senior Vice President and Controller of Citizens Bank
-------------------------------------------------- (Principal Accounting Officer)
Daniel E. Beckemeier
/s/ EDWARD P. ABBOTT Director
--------------------------------------------------
Edward P. Abbott
/s/ HUGO E. BRAUN JR. Director
--------------------------------------------------
Hugo E. Braun Jr.
</TABLE>
<PAGE> 6
/s/ JONATHAN E. BURROUGHS II Director
--------------------------------------------------
Jonathan E. Burroughs II
Director
--------------------------------------------------
Lawrence O. Erickson
Director
--------------------------------------------------
William J. Hank
Director
--------------------------------------------------
Gail E. Janssen
Director
--------------------------------------------------
Joseph P. Day
Director
--------------------------------------------------
Ronald E. Fenton
/s/ VICTOR E. GEORGE Director
--------------------------------------------------
Victor E. George
/s/ ADA C. WASHINGTON Director
--------------------------------------------------
Ada C. Washington
/s/ JAMES L. WOLOHAN Director
--------------------------------------------------
James L. Wolohan
Director
--------------------------------------------------
Stephen J. Lazaroff
Director
--------------------------------------------------
William F. Nelson Jr.
Director
--------------------------------------------------
Robert C. Safford
/s/ WILLIAM C. SHEDD Director
--------------------------------------------------
William C. Shedd
Director
--------------------------------------------------
Charles R. Weeks
/s/ KENDALL B. WILLIAMS Director
--------------------------------------------------
Kendall B. Williams
<PAGE> 7
INDEX TO EXHIBITS
Exhibit
Number Description
5 Opinion of Thomas W. Gallagher, Esq.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Wipfli Ullrich Bertelson LLP
23.3 Consent of Thomas W. Gallagher, Esq. (contained in Exhibit 5)
24 Power of Attorney (see "Signatures")
99 Citizens Banking Corporation All-Employee Stock Option Plan
