As filed with the Securities and Exchange Commission on December 23,
1998
Registration No. 333-______
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
Registration Statement
under
The Securities Act of 1933
------------------------
FIRST MID-ILLINOIS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware 37-1103704
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1515 Charleston Avenue
Mattoon, Illinois 61938
(Address of principal executive offices, including zip code)
FIRST MID-ILLINOIS BANCSHARES, INC.
1997 STOCK INCENTIVE PLAN
(Full title of the plan)
William S. Rowland
Chief Financial Officer
First Mid-Illinois Bancshares, Inc.
1515 Charleston Avenue
Mattoon, Illinois 61938
(Name and address of agent for service)
(217) 258-0415
(Telephone number, including area code, of agent for service)
With a copy to:
Gary L. Mowder
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
(312) 258-5514
__________________________________
CALCULATION OF REGISTRATION FEE<PAGE>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
Securities to to be price offering registration
be Registered registered per share price fee
(1) (1) (1)
Common Stock, 100,000 $34 $3,400,000 $1,003
par value $4.00
per share
(1) Estimated on the basis of $34 per share, the average of the bid
and asked price of the Common Stock on December 21, 1998,
pursuant to Rule 457(h).<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Annual Report on Form 10-K of First Mid-Illinois
Bancshares, Inc. (the "Registrant") for the fiscal year
ended December 31, 1997;
(b) The Quarterly Reports on Form 10-Q of the Registrant for the
quarters ended March 31, 1998, June 30, 1998 and September
30, 1998; and
(c) The description of the Registrant's Common Shares contained
in the Registrant's Registration Statement on Form 8-A filed
with the Commission on April 10, 1985.
All documents subsequently filed by the Registrant and/or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
In accordance with the General Corporation Law of the State of
Delaware found at Chapter 1 of Title 8 of the Delaware Code (the
DGCL"), Article 8 of the Registrant's Restated Certificate of
Incorporation, as amended, (the Certificate") provides as follows:
The Corporation shall, to the fullest extent permitted by Section 145
of the General Corporation Law of Delaware, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto."
Under such provisions, any director or officer, who in his or her
capacity as such, is made or threatened to be made, a party to any
suit or proceeding, must be indemnified if such director or officer
acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Registrant. The
DGCL further provides that such indemnification is not exclusive of
any other rights to which such individuals may be entitled under a<PAGE>
company's certificate of incorporation or any agreement, insurance
policy, vote of stockholders or disinterested directors or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement on page 6 hereof.
Item 9. Undertakings.
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; and
(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 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.
- 2 -<PAGE>
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 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.
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.
- 3 -<PAGE>
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
Mattoon, State of Illinois, on December 14, 1998.
FIRST MID-ILLINOIS BANCSHARES, INC.
(Registrant)
By: /s/ Daniel E. Marvin, Jr.
------------------------------
Daniel E. Marvin, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Daniel E. Marvin, Jr. and William S. Rowland, and each to
them, the true and lawful attorney-in-fact and agent of the
undersigned, with full power of substitution and resubstitution, for
and in the name, place and stead of the undersigned, 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 hereby grants to such
attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, fully
to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact
and agent or his substitute or substitutes, 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ Daniel E. Marvin, Jr. President, Chief December 14, 1998
---------------------------- Executive Officer and
Daniel E. Marvin, Jr. Chairman (Principal
Executive Officer)
- 4 -<PAGE>
/s/ William S. Rowland Executive Vice President, December 15, 1998
----------------------------- Treasurer, Chief Financial
William S. Rowland Officer and Director
(Principal Financial Officer)
/s/ Charles A. Adams Director December 15, 1998
------------------------------
Charles A. Adams
/s/ Kenneth R. Diepholz Director December 15, 1998
------------------------------
Kenneth R. Diepholz
/s/ Richard Anthony Lumpkin Director December 15, 1998
-------------------------------
Richard Anthony Lumpkin
/s/ Gary W. Melvin Director December 15, 1998
--------------------------------
Gary W. Melvin
/s/ William G. Roley Director December 15, 1998
--------------------------------
William G. Roley
/s/ Ray Anthony Sparks
--------------------------------- Director December 15, 1998
Ray Anthony Sparks
</TABLE>
- 5 -<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Schiff Hardin & Waite (contained in its
Opinion filed as Exhibit 5).
24 Powers of Attorney (contained on the signature pages
hereto).
- 6 -<PAGE>
EXHIBIT 5
December 23, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: First Mid-Illinois Bancshares, Inc. -- Registration of
Common Stock, Par Value $4.00 Per Share, on Form S-8
------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to First Mid-Illinois Bancshares, Inc.,
a Delaware corporation (the "Company"), in connection with the
Company's filing of a Registration Statement on Form S-8 (the
"Registration Statement") covering 100,000 shares of common stock,
$4.00 par value per share of the Company (the "Common Stock"), to be
issued under the First Mid-Illinois Bancshares, Inc. 1997 Stock
Incentive Plan (the "Plan").
In this connection we have made such investigation and have
examined such documents as we have deemed necessary in order to enable
us to render the opinion contained herein.
Based on the foregoing, it is our opinion that the shares of
Common Stock, when issued in accordance with the terms of the Plan,
and pursuant to the Registration Statement, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By:/s/Gary L. Mowder
---------------------
Gary L. Mowder
- 7 -<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
----------------------------
The Board of Directors
First Mid-Illinois Bancshares, Inc.:
We consent to incorporation by reference in the subject Registration
Statement on Form S-8 of First Mid-Illinois Bancshares, Inc. of our
report dated January 23, 1998, relating to the consolidated balance
sheets of First Mid-Illinois Bancshares, Inc. and subsidiaries as of
December 31,1997 and 1996, and the related consolidated statements of
income, changes in stockholders' equity, and cash flows for each of
the years in the three-year period ended December 31, 1997, which
report appears in the December 31, 1997 annual report on Form 10-K of
First Mid-Illinois Bancshares, Inc.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Chicago, Illinois
December 17, 1998
- 8 -<PAGE>
