As filed with the Securities and Exchange Commission on July 28, 1997 -
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INDEPENDENT BANK CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-2032782
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
230 West Main Street, Ionia, Michigan 48846
(Address of Principal Executive Offices) (Zip Code)
Independent Bank Corporation Employee Stock Option Plan
(Full Title of the Plan)
William R. Kohls, P.O. Box 491, Ionia, Michigan 48846
(Nameand address of agent for service)
Copies of Communications to:
Michael G. Wooldridge
Varnum, Riddering, Schmidt & Howlett
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
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
<S> <C> <C> <C> <C>
Common Stock
($1.00 Par Value) 187,500 Shares(1) $29.875 $5,601,562.50 $1,697.44
</TABLE>
(1) Represents the number of shares of Common Stock authorized for issuance
under the Independent Bank Corporation Employee Stock Option 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 $29.875 per share, the average of the high and low
sales prices for the Common Stock of Independent Bank Corporation in the
NASD National Market System on July 23, 1997, in accordance with Rule
457(h).
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.
<PAGE>
INDEPENDENT BANK CORPORATION
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The Company's Registration Statement on Form S-8 (Registration No.
33-62090), providing for the registration of shares issuable under the Company's
Employee Stock Option Plan (the "Plan") is hereby incorporated by reference.
This Registration Statement provides for the registration of an additional
187,500 shares of the same class of securities issuable under the Plan.
S-1
<PAGE>
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 Ionia, State of Michigan, on the 22nd day of July,
1997.
INDEPENDENT BANK CORPORATION
By /s/ Charles C. Van Loan
Charles C. Van Loan, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles C. Van Loan and William R. Kohls, 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 July 22, 1997, by the following
persons in the capacities indicated.
/s/ Charles C. Van Loan /s/ Terry L. Haske
Charles C. Van Loan, Director Terry L. Haske, Director
/s/ Charles A. Palmer /s/ Thomas F. Kohn
Charles A. Palmer, Director Thomas F. Kohn, Director
/s/ Robert J. Leppink /s/ Arch V. Wright, Jr.
Robert J. Leppink, Director Arch V. Wright, Jr., Director
/s/ Keith E. Bazaire /s/ James Twarozynski
Keith E. Bazaire, Director James Twarozynski, Principal
Accounting Officer
/s/ William R. Kohls
William R. Kohls, Executive Vice
President, Secretary,
Treasurer, and Chief Financial Officer
S-2
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Independent Bank Corporation
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG PEAT MARWICK
Lansing, Michigan
July 18, 1997
S-3
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EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Item 4 Independent Bank Corporation Employee Stock Option Plan, As Amended
Item 5 Opinion of Varnum, Riddering, Schmidt & Howlett
Item 23(a) Consent of KPMG Peat Marwick - included on page S-3 hereof
Item 23(b) Consent of Varnum, Riddering, Schmidt & Howlett-included in
Exhibit 5
Item 24 Power of Attorney - included on page S-2 hereof
S-4
<PAGE>
July 25, 1997
Independent Bank Corporation
230 West Main Street
P.O. Box 491
Ionia, Michigan 48846
Re: Registration Statement on Form S-8 Relating to the Independent
Bank Corporation Employee Stock Option Plan
Gentlemen:
With respect to the Registration Statement on Form S-8 (the "Registration
Statement"), filed by Independent 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, 187,500 shares of the
Company's common stock, par value $1.00 per share, for issuance pursuant to the
Company's Employee Stock Option 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 187,500 shares covered by the Registration Statement
upon the exercise of stock option, as the prices described in the Registration
Statement, but not less than the par value thereof, 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 & HOWLETTLLP
/s/ Michael G. Wooldridge
Michael G. Wooldridge, Partner
EXHIBIT 5
S-5
