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As filed with the Securities and Exchange Commission on April 8, 1999 -
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTH COUNTRY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-2062816
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
130 South Cedar Street, Manistique, Michigan 49854
(Address of Principal Executive Offices) (Zip Code)
North Country Financial Corporation Stock Compensation Plan
(Full Title of the Plan)
Ronald G. Ford, 130 South Cedar Street, Manistique, Michigan 49854,
(906) 341-8401
(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 500,000 Shares(1) $25.00 $12,500,000 $3,688
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(1) Represents the number of shares of Common Stock authorized for issuance
under the North Country Financial Corporation Stock Compensation 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 shares subject to outstanding but unexercised options, the price is
computed on the basis of the exercise price. For the remaining shares
under the Plan and for the purpose of computing the registration fee
only, the price shown is based upon the price of $25.00 per share, the
most recent trade, on April 6, 1999, 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
North Country Financial Corporation (the "Company") hereby incorporates by
reference in this Registration Statement the following documents:
(a) The Annual Report on Form 10-K for the year ended December 31,
1998, containing audited consolidated financial statements of the Company
as of December 31, 1998 and December 31, 1997, and for each of the years in
the three-year period ended December 31, 1998.
(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.
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.
Item 4. Description of Securities
The text disclosed under the heading "Description of Capital Stock --
Common Stock" contained in the Company's Registration Statement on Form S-2 (SEC
File No. 333-06017) which was filed with the Securities and Exchange Commission
on or about July 19, 1996, is incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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 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
S-1
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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.
(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
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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.
S-3
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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 Manistique, State of Michigan, on the 31st day of
March, 1999.
NORTH COUNTRY FINANCIAL CORPORATION
By /s/ Ronald G. Ford
Ronald G. Ford, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ronald G. Ford and Sherry L. Littlejohn, 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 March 31, 1999, by the following
persons in the capacities indicated.
Signatures Title
/s/ Ronald G. Ford President, Chief Executive
Ronald G. Ford Officer and a Director
(principal executive officer)
/s/ Sherry L. Littlejohn Executive Vice President, Chief Operating
Sherry L. Littlejohn Officer, Treasurer and a Director
_______________________________ Director
Charles B. Beaulieu
_______________________________ Director
Bernard A. Bouschor
_______________________________ Director
C. Ronald Dufina
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Signatures Title
/s/ Stanley J. Gerou, II Director
Stanley J. Gerou, II
________________________________ Director
Michael C. Henricksen
/s/ Thomas G. King Director
Thomas G. King
/s/ John D. Lindroth Director
John D. Lindroth
/s/ John P. Miller Director
John P. Miller
S-5
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EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Exhibit 4 North Country Financial Corporation Stock Compensation Plan,
incorporated by reference to Appendix A to the Registrant's
Proxy Statement dated March 14, 1997.
Exhibit 5 Opinion of Varnum, Riddering, Schmidt & Howlett LLP
Exhibit 23(a) Consent of Wipfli Ullrich Bertelson LLP - included on page S-5
hereof
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
::ODMA\PCDOCS\GRR\269475\1
S-6
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Exhibit 5
April 8, 1999
North Country Financial Corporation
130 South Cedar Street
Manistique, Michigan 49854
Re: Registration Statement on Form S-8 Relating to the
North Country Financial Corporation Stock Compensation Plan
Ladies and Gentlemen:
With respect to the Registration Statement on Form S-8 (the "Registration
Statement"), filed by North Country Financial 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, 500,000
shares of the Company's common stock for issuance pursuant to the Company's
Stock Compensation 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 500,000 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
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Exhibit 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
North Country Financial Corporation
As independent public accountants, we hereby consent to incorporation by
reference in this registration statement of our report dated January 29, 1999,
included in North Country Financial Corporation's Annual Report on Form 10-K for
the year ended December 31, 1998, and to all references to our firm included in
this registration statement.
/s/ Wipfli Ullrich Bertelson LLP
Wipfli Ullrich Bertelson LLP
Appleton, Wisconsin
March 29, 1999
S-8
