AS FILED WITH THE SECURITIES AND EXCHANGE REGISTRATION NO. 33-_______
COMMISSION ON MAY 18, 1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MICHIGAN FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
MICHIGAN 38-2011532
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 WEST WASHINGTON STREET
MARQUETTE, MICHIGAN 49855
(Address of Principal executive offices) (Zip Code)
THE MICHIGAN FINANCIAL CORPORATION
STOCK OPTION PLAN
(Full title of the plan)
KENNETH F. BECK, SENIOR VICE PRESIDENT
101 W. WASHINGTON STREET
MARQUETTE, MI 49855
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
906/228-6940
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Shares 280,000 Sh (1) $19.50* $5,460,000* $1,882.61*
</TABLE>
(1) Subject to adjustment for stock splits and similar events.
*The filing fee has been calculated pursuant to Rule 457(h).
PART II
Information Required In the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by Michigan Financial Corporation with
the Securities and Exchange Commission ("SEC") are incorporated in and made a
part of this Registration Statement by reference, except to the extent that any
statement or information therein is modified, superseded or replaced by a
statement or information contained in any other subsequently filed document
incorporated herein by reference: (1) Michigan Financial Corporation annual
report on Form 10-K for the fiscal year ended December 31, 1995; (2) Michigan
Financial Corporation quarterly report on Form 10-Q for the quarter ended March
31, 1995; (3) the description of Michigan Financial Corporation common stock
found on page 4 of the Registrant's Form S-2, Registration No. 33-7459; (4) from
the date of filing of such documents, all documents filed by Michigan Financial
Corporation with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The bylaws of the Registrant provide that the Registrant shall
indemnify to the full extent permitted by law any person who is made, or
threatened to be made, a party to any action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that he, his
testator or intestate is or was a director, officer or employee of the
Registrant or serves or served any other enterprise at the request of the
Registrant.
The Registrant's articles of incorporation also provide that a director
of the Registrant shall not be personally liable to the Registrant or its
shareholders for monetary damages for breach of the director's fiduciary duty.
However, it does not eliminate or limit the liability of a director for any of
the following: (1) a breach of the director's duty of loyalty to the Registrant
or its shareholders, (2) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (3) a violation of Section
551(l) of the Michigan Business Corporation Act, (4) a transaction from which
the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits to this Registration Statement are listed in the Exhibit
Index of this Registration Statement, which Index is incorporated herein by
reference.
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;
(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, represent 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)(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 the 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 the Registration Statement.
(2) 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.
(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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
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 bona fide offering thereof.
C. 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.
SIGNATURES
The Registrant. 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 Marquette, State of Michigan, on May 15, 1995.
MICHIGAN FINANCIAL CORPORATION
By: /s/ Howard L. Cohodas
Howard L. Cohodas
President and Principal
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Howard L. Cohodas Chairman, President May 15, 1995
Howard L. Cohodas (Principal Executive
Officer) and Director
/s/ Kenneth F. Beck Senior Vice President May 15, 1995
Kenneth F. Beck (Principal Financial
and Accounting Officer)
Treasurer, Secretary
and Director
Director
Alfred J. Angeli
/s/ Gary L. Butryn Director May 15, 1995
Gary L. Butryn
/s/ Willard M. Carne Director May 15, 1995
Willard M. Carne
/s/ Willard L. Cohodas Director May 15, 1995
Willard L. Cohodas
/s/ Clarence R. Fisher Director May 15, 1995
Clarence R. Fisher
/s/ Hugh C. Higley, Jr. Director May 15, 1995
Hugh C. Higley, Jr.
/s/ David Holli Director May 15, 1995
David Holli
/s/ Daniel H. Lori Director May 15, 1995
Daniel H. Lori
/s/ Fred M. Saigh Director May 15, 1995
Fred M. Saigh
/s/ James L. Smith Director May 15, 1995
James L. Smith
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Page
4 The Michigan Financial Corporation Stock Option Plan 8
5 Opinion of Foster, Swift, Collins & Smith, P.C. 9
regarding the legality of securities being registered
23.1 Consent of Ernst & Young 10
23.2 Consent of Foster, Swift, Collins & Smith, P.C.
(included in Exhibit 5)
Exhibit 4
THE MICHIGAN FINANCIAL CORPORATION
STOCK OPTION PLAN
TABLE OF CONTENTS
SECTION PAGE
1. Purpose .......................................................... 1
2. Administration of Plan............................................ 1
3. Common Stock Subject to Plan...................................... 2
4. Eligibility ...................................................... 2
5. General Terms of Options.......................................... 2
6. No Right to Continued Employment.................................. 4
7. Rights as a Shareholder........................................... 4
8. Nontransferability................................................ 4
9. General Restriction............................................... 4
10. Taxes ............................................................ 5
11. Duration & Amendment of the Plan.................................. 5
12. Adjustment Provisions............................................. 5
13. Miscellaneous..................................................... 6
THE MICHIGAN FINANCIAL CORPORATION
STOCK OPTION PLAN
1. PURPOSE
The Michigan Financial Corporation Stock Option Plan ("Plan") is established to
support the creation of shareholder value. Its purpose is to further align the
interests of key employees with those of shareholders and to encourage key
employees of Michigan Financial Corporation or any present or future subsidiary
("Company") to acquire an equity interest in the Company. The Plan is intended
to attract, motivate and retain key employees, and to encourage such employees
to have a greater personal financial investment in the Company.
These purposes are expected to be achieved by granting stock options ("Options")
to acquire shares of the Company's Common Stock ("Shares") to eligible employees
of the Company.
2. ADMINISTRATION OF PLAN
The Plan will be administered by the Company's Personnel Committee ("Committee")
of the Board of Directors ("Board") provided that members of the Committee
qualify to administer the Plan as contemplated by Rule 16b-3 (or any successor
rule) of the Securities and Exchange Act of 1934 and with the provisions
outlined in Section 162(m) of the Internal Revenue Code of 1986 (the "Code").
The Committee shall consist of not less than three (3) members of the Board.
The Committee shall have plenary authority to interpret the Plan, prescribe,
amend and rescind any rules and regulations necessary or appropriate for
administration of the Plan, and make such other determinations and take such
action as it deems necessary or advisable. The Committee may rely upon the
advice, counsel, and assistance of any individual deemed appropriate by the
Board in administering the Plan. Any interpretation, determination, or other
action made or taken by the Committee will be final and binding upon the
Company, the Board and all Participants under the Plan.
The Board may from time to time remove members from or add members to the
Committee. Vacancies on the Committee shall be filled by appointments from the
Board. A majority of the Committee shall constitute a quorum, and the acts of a
majority of a quorum at any meeting, or acts approved in writing by all of the
members of the Committee, shall be valid acts of the Committee.
No member of the Board or the Committee shall be liable for any action or
determination taken or made in good faith with respect to the Plan or any Option
granted thereunder. Each such person may rely on information furnished in
connection with the Plan's administration by any appropriate person or persons.
3. COMMON STOCK SUBJECT TO PLAN
Subject to Section 12, the total number of Shares reserved and available for
grant under the Plan will be 280,000 shares of authorized but unissued common
stock of the Company. The cumulative number of Shares granted to any Participant
will not exceed 20% of Shares reserved for grant.
In the event that a previously granted Option lapses, terminates or otherwise
expires without the issuance of Shares, the unpurchased Shares subject to the
Option shall be restored to the total number of Shares reserved under the Plan.
If a Participant delivers Shares to the Company as full or partial payment of
the exercise price of an Option, the number of Shares delivered will again be
available for grant under the Plan.
Any Shares issued by the Company in connection with the assumption or
substitution of outstanding grants from an acquired entity will not reduce the
Shares available for Options under the Plan.
4. ELIGIBILITY
Eligibility will be limited to officers and other key employees of the Company
or any present or future subsidiary, who are in positions by which their
decisions, actions, and counsel most significantly influence the longer-term
performance of the Company. The Committee will decide which of the Company's
officers and other key employees meet this criterion.
The granting of any Option pursuant to the Plan shall be entirely within the
discretion of the Committee. Nothing herein contained shall be construed to give
any person any right to participate under the Plan.
Eligible employees receiving Options ("Participants") will be notified by the
Committee in writing of their selection. Receipt of an Option does not guarantee
that a Participant will be eligible for or participate in possible future grants
of Options, though a Participant may receive and hold more than one Option.
5. GENERAL TERMS OF OPTIONS
The Committee will provide a stock option agreement ("Agreement") as evidence of
an Option grant. Options granted pursuant to the Plan shall not be considered
incentive stock options ("ISOs") as defined in Section 422 of the Code. The
Agreement will contain such terms and conditions as are set by the Committee,
including without limitation the following:
(a) Number of Shares. The Agreement will specify the number
of Shares granted.
(b) Option Price. The Committee will determine the Option
price with respect to each Option. The price will not be
less than the fair market value of the Shares on the date
of grant.
(c) Option Term. The term of each Option will be fixed by the
Committee but will not exceed ten years from date of
grant.
(d) Date of Grant. The date of grant of an Option under the
Plan shall, for all purposes, be the date on which the
Committee makes the determination of granting such
Option.
(e) Payment. Upon exercise the Participant will pay the
Option price in cash, check, bank draft, or money order,
payable to the Company, or Shares already owned (based on
the Shares fair market value on the date the Option is
exercised). Option Shares will not be issued until full
payment is received. A Participant has no rights of a
stockholder until the Shares are issued.
(f) Exercise of Option. Each Option shall be exercisable in
whole or in part in such amounts and during such times as
may be specified in the Agreement and any Option may
provide for the earlier exercise of the Option in the
event of a Change in Control of the Company or other
similar transaction or event. Shares not purchased on the
applicable exercise date may be purchased any time up to
the final expiration of the Option. In no event shall an
Option be exercisable after it has expired.
(g) Termination of Employment. If a Participant's employment
terminates for reasons other than retirement, death,
disability, or deliberate, willful or gross misconduct,
only outstanding Options that are immediately exercisable
at the date of termination will be honored. If a
Participant's employment is terminated for deliberate,
willful or gross misconduct, as determined by the
Company, all rights under Options will expire immediately
upon receipt of the notice of such termination. In its
discretion, the Committee may allow the exercise of
outstanding Options that were not exercisable at date of
termination.
Any Agreement authorized under the Plan shall contain such other provisions,
including, without limitation, restrictions upon the exercise of the Option, as
the Committee shall deem advisable.
The Committee may, in its discretion, vary among Participants and among Options
granted to the same Participant any and all of the terms and conditions of
Options granted under the Plan, including the term during which and the amounts
in which and dates at or after which such Options may be exercised.
6. NO RIGHT TO CONTINUED EMPLOYMENT
Neither participation in the Plan, nor granting of any Option under the Plan,
shall confer upon any Participant the right to continued employment at the
Company or any present or future subsidiary or affect in any way the right of
the Company to terminate at will the employment of a Participant.
7. RIGHTS AS A SHAREHOLDER
Participants have no rights as stockholders with respect to any Shares covered
by an Option until exercise of such Option and issuance of the Option Shares.
Except as otherwise expressly provided in the Plan, no adjustments will be made
for dividends or other rights for which the record date is prior to the issuance
of the Shares.
8. NONTRANSFERABILITY
No Option may be transferred, assigned, pledged or hypothecated (whether by
operation of law or otherwise), except as provided by will or the applicable
laws of descent and distribution, and no Option shall be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of an Option or levy or attachment or similar
process upon the Option not specifically permitted herein shall be null and void
and without effect.
Options shall be exercisable during the Participant's lifetime only by the
Participant or the Participant's guardian or legal representative, or after the
Participant's death by the executor of the Participant's estate.
9. GENERAL RESTRICTION
Each Option shall be subject to the requirement that, if at any time the Board
determines that the listing, registration or qualification of the Shares subject
to such Option upon any securities exchange or under any state or federal law,
or the consent or approval of any government regulatory body, is necessary or
desirable as a condition, or in connection with, the granting of such Option or
the issue or purchase of Shares thereunder, such Option may not be exercised in
whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board.
As a condition to the exercise of an Option, the Committee may require the
person exercising to make such representations and warranties as may be
necessary to assure compliance with all applicable laws, rules and regulations.
10. TAXES
Where a Participant or other person is entitled to receive Option Shares
pursuant to the exercise of an Option, the Company shall have the right to
require the Participant or such other person to pay the Company the amount of
any taxes which the Company is required to withhold with respect to such Option
Shares or, in lieu thereof, to retain, or sell without notice, a number of such
Shares sufficient to cover the amount required to be withheld. Shares withheld
or surrendered to satisfy tax withholding will be valued at their fair market
value on the date of exercise.
11. DURATION & AMENDMENT OF THE PLAN
The Plan shall be effective as of December 19, 1994. Options may be granted
prior to ratification of the Plan by the stockholders of the Company if the
exercise of such Options is subject to such stockholder ratification.
The Plan may be amended, suspended or discontinued in whole or in part at any
time and from time to time by the Board. No amendments will be effective unless
approved by stockholders of the Company where the absence of such approval would
cause the Plan to fail to comply with Rule 16b-3 under the Securities Exchange
Act of 1934, or any other requirement of applicable law or regulation. No
amendment shall adversely affect any right of any Participant with respect to
Options already granted under the Plan without the Participant's written
consent.
12. ADJUSTMENT PROVISIONS
The aggregate number of shares of Company Common Stock with respect to which
Options may be granted, the aggregate number of shares of Common Stock subject
to each outstanding Option and the Option price per share of each such Option,
may all be appropriately adjusted as the Committee may determine for any
increase or decrease in the number of shares of issued Company Common Stock
resulting from a subdivision or consolidation of shares, whether through
reorganization, recapitalization, stock split-up, stock distribution or
combination of shares, or the payment of a share dividend or other increases or
decrease in the number of such shares outstanding effected without receipt of
consideration by the Company. Adjustments under this Section 12 shall be made
according to the sole discretion of the Committee, and its decisions shall be
binding and conclusive.
13. MISCELLANEOUS
(a) No Obligation to Exercise Options. The granting of an
Option shall impose no obligation upon a Participant to
exercise such Option.
(b) Application of Funds. The proceeds received by the
Company from the sale of Company Common Stock pursuant to
Options will be used for general corporate purposes.
(c) Change in Control. For purposes of Section 5(f), "Change
in Control" of the Company shall be deemed to have
occurred upon the occurrence of any of the events
described in Subsections (i), (ii), (iii), (iv) and (v)
below, whether occurring prior to, subsequent to or
simultaneous to each other. Each event constitutes a
separate Change in Control for purposes of the Plan.
(i) When the Company acquires actual knowledge that any
person or group (as such terms are used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), other than a
trustee or other fiduciary under an employee benefit
plan established or maintained by the Company or a
Continuing Director as defined below, is or becomes
the beneficial owner (within the meaning of Rule
13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company
representing more than 20% of the combined voting
power of the Company's then outstanding securities;
provided, however, that such acquisition of more
than 20% of the combined voting power of the
Company's outstanding securities will not constitute
a Change in Control under this Subsection (i) if the
excess is acquired in violation of law and the
acquiror by court order, settlement or otherwise
disposes or is required to dispose of all securities
acquired in violation of law; or
(ii) Upon the first purchase of the Company's Shares
pursuant to a tender or exchange offer which results
in the sale of more than 20% of the combined voting
power of the Company's then outstanding securities
(other than a tender or exchange offer made by the
Company or a trustee or other fiduciary under an
employee benefit plan established or maintained by
the Company); or
(iii) Upon the first announcement of a merger or
consolidation of the Company with or into another
entity, other than a merger or consolidation, which
would result in the voting securities of the Company
outstanding immediately prior thereto continuing to
represent (either by remaining or by being converted
into voting securities of the surviving entity) at
least 80% of the combined voting power of the voting
securities of the Company or such surviving entity
outstanding immediately after such merger or
consolidation; or
(iv) if during any period of two consecutive years (not
including any period prior to the execution of this
Plan), individuals who at the beginning of such
period constitute the Board of Directors of the
Company (the "Continuing Directors") cease for any
reason to constitute at least two-thirds thereof;
provided, however, that any individual (other than a
director designated by a person described in
Subsection (i) above) whose election or nomination
for the election as a member of the Board of
Directors of the Company by the Company's
stockholders was approved by a vote of at least
two-thirds of the Continuing Directors then in
office shall be deemed a Continuing Director; or
(v) Initiation of a non-management sponsored proxy
contest for the election of one or more directors of
the Company.
(d) Notices. Every direction, revocation or notice authorized
or required by the Plan shall be deemed delivered to the
Company (1) on the date it is personally delivered to the
Secretary of the Company at its principal executive
offices or (2) three business days after it is sent by
registered or certified mail, postage prepaid, addressed
to the Secretary at such offices, and shall be deemed
delivered to a Participant (1) on the date it is
personally delivered to him or her or (2) three business
days after it is sent by registered or certified mail,
postage prepaid, addressed to him or her at the last
address shown for him or her on the records of the
Company.
(e) Applicable Law. All questions pertaining to the validity,
construction and administration of the Plan and Options
granted hereunder shall be determined in conformity with
the laws of the state of Michigan except to the extent
that Federal law shall be deemed to apply.
---EXAMPLE--- DRAFT
MICHIGAN FINANCIAL CORPORATION
STOCK OPTION AGREEMENT
PURSUANT TO THE STOCK OPTION PLAN
Name:_____________________
This agreement certifies your receipt of an option grant under the Michigan
Financial Corporation Stock Option Plan. All aspects of this grant shall be
governed by the terms and conditions of this agreement, in addition to those in
the Plan document which has been given to you along with this agreement. The
parties acknowledge that this Option is not intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of 1986. The
following terms and conditions apply:
Date of Grant
Number of Shares
Option Price
Option Term
(not to exceed ten years)
Vesting under Plan In the event of a "Change in Control" as defined
in the Plan, all Options granted herein, shall be
deemed immediately vested and subject to exercise,
notwithstanding any other provision contained
herein or in the Plan.
Treatment Upon Termination
Deliberate, Willful or
Gross Misconduct: All option grants are immediately terminated.
Retirement or disability: Option grants may be exercised up to three years
from the date of retirement or disability.
Death: Option grants may be exercised up to one year from
the date of death by the executor of the
Participant's estate.
Termination other than above: Only option grants that are exercisable at the
date of termination will be exercised. All other
option grants will be forfeited as of the date of
termination.
EXERCISE OF OPTION
This Option shall be exercised, if at all, by written notice to the Company.
Such notice shall:
(a) State the election to exercise the Option, the number of
Option Shares with respect to which it is being
exercised, the person in whose name the stock certificate
or certificates for such Option Shares is to be
registered, and his or her address and social security
number (or if more than one, the names, addresses and
social security numbers of such persons).
(b) Be signed by the person or persons entitled to exercise
the Option and, if being exercised by any person or
person other than the Optionee, be accompanied by proof,
satisfactory to legal counsel for the Company, of the
right of such person or persons to exercise the Option.
(c) Be in writing and be received by personal delivery or by
registered or certified mail by the Secretary of the
Company during the term of the Option.
(d) Be accompanied by payment in full of the Option Price for
each Option Share purchased pursuant to an Option granted
under the Plan. Such payment shall be made in United
States dollars in cash or by check, bank draft, money
order, payable to the Company, or Shares already owned.
(e) Be accompanied by this agreement. If this Option is
exercised in part, or a change in the number or
designation of the Company's Common Stock subject to this
Option is made, this agreement shall be delivered to the
Company for the purpose of making appropriate notations
thereon, or otherwise reflecting, in such manner as the
Committee shall determine, the partial exercise or the
change in the number or designation of the Company's
Common Stock.
ADJUSTMENTS TO OPTION
Subject to the terms and conditions and within the limitations of the Plan, the
Committee may modify the number of Option Shares covered by this Option, and the
price per share, for certain significant changes in the capital structure of the
Company. The Committee may also modify or renew this Option, or accept its
surrender (to the extent not theretofore exercised) and authorize the granting
of a new option or options in substitution therefore (to the extent not
theretofore exercised). Notwithstanding the foregoing, no modification shall,
without the written consent of the Participant, adversely affect any right of
the Participant with respect to this Option.
This instrument shall constitute an agreement between you and Michigan Financial
Corporation only if a copy signed by you is received by Michigan Financial
Corporation's Personnel Committee within ninety days of the date of the
agreement. By signing this agreement, you acknowledge receipt of the Plan
document and acceptance and agreement with all terms and conditions of the
grant.
ACCEPTED AND AGREED: Michigan Financial Corporation
By:
Participant Date President Date
Notwithstanding any provision in this agreement, in no event shall this Option
be exercisable prior to ratification of the Plan by the Company's stockholders
as required by the Plan.
EXHIBIT 5
(517) 371-8256
May 17, 1995
Michigan Financial Corporation
101 West Washington Street
Marquette, MI 49855
Gentlemen:
RE: Registration Statement on Form S-8
In connection with the proposed registration of 280,000 shares
of common stock of Michigan Financial Corporation (the "Corporation") covered by
the above-captioned Registration Statement, we have examined the Corporation's
Certificate of Incorporation, Bylaws, Corporate Minute Book and the Registration
Statement to be filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933 on or about May 18, 1995.
Based upon such examination and upon examination of such other
instruments and records as we deem necessary, we are of the opinion that:
1. The Corporation has been fully incorporated under the laws
of the State of Michigan, and is validly existing and in good standing under the
laws of that state.
2. The 280,000 shares of common stock covered by this
Registration Statement have been legally authorized and when such shares have
been duly delivered against payment therefore as contemplated by the Michigan
Financial Corporation Stock Option Plan, such shares will be legally issued,
fully paid and nonassessable.
This opinion is furnished for use as an exhibit to the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit.
Very truly yours,
FOSTER, SWIFT, COLLINS & SMITH, P.C.
/s/ Foster, Swift, Collins & Smith, P.C.
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Michign Financial Corporation Stock Option Plan of
our report dated January 20, 1995, with respect to the consolidated financial
statements of Michigan Financial Corporation incorporated by reference in the
Annual Report (10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
Milwaukee, Wisconsin
May 18, 1995
Ernst & Young LLP
