OLD KENT FINANCIAL CORP /MI/
S-8 POS, 2000-05-19
STATE COMMERCIAL BANKS
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Registration No. 333-76727



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
__________________


POST EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933


OLD KENT FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
__________________


Michigan
(State or Other Jurisdiction of
Incorporation or Organization)

38-1986608
(I.R.S. Employer
Identification Number)

 

111 Lyon Street, N.W., Grand Rapids, Michigan
(Address of Principal Executive Offices)

49503
(Zip Code)





EMPLOYEE STOCK PURCHASE PLAN OF 1999
(Full Title of the Plan)



Mary E. Tuuk
Senior Vice President
and Secretary
Old Kent Financial Corporation
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487

Copies to:

Gordon R. Lewis
Warner Norcross & Judd LLP
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487

(Name and Address of Agent for Service)


(616) 771-5272
(Telephone Number, Including Area Code, of Agent for Service)









                    This Post Effective Amendment No. 1 to the Form S-8 Registration Statement of Old Kent Financial Corporation, file number 333-76727, is filed for the purpose of filing Exhibit 4(e), the Old Kent Financial Corporation Employee Stock Purchase Plan of 1999, as amended.


EXHIBIT INDEX

Exhibit
Number


Document

   

4(a)

Restated Articles of Incorporation. Previously filed as Exhibit 3(1) to the Registrant's Form S-4 Registration Statement (No. 333-56209) filed June 5, 1998, and incorporated herein by reference.

   

4(b)

Bylaws. Previously filed as Exhibit 3(b) to the Registrant's Form 8-K Current Report dated March 15, 1999, and incorporated herein by reference.

   

4(c)

Rights Agreement. Previously filed as an exhibit to the Registrant's Form 8-A/A Registration Statement dated December 30, 1998, and incorporated herein by reference.

   

4(d)

Certificate of Designation, Preferences, and Rights of Series C Preferred Stock. Previously filed as an exhibit to the Registrant's Form 8-K filed March 5, 1997, and incorporated herein by reference.

   

4(e)

Old Kent Financial Corporation Employee Stock Purchase Plan of 1999.

   

5

Opinion Regarding Legality of Securities Offered. Previously filed as an exhibit to the Registrant's Form S-8 filed April 21, 1999, and incorporated herein by reference.

   

23(a)

Consent of Warner Norcross & Judd LLP--Included in Exhibit 5 and incorporated herein by reference.

   

23(b)

Consent of Independent Public Auditors. Previously filed as an exhibit to the Registrant's Form S-8 filed April 21, 1999, and incorporated herein by reference.

   

24

Powers of Attorney. The Power of Attorney of Mark F. Furlong is filed as Exhibit 24 to this Post Effective Amendment No. 1. The remainder of the Powers of Attorney were previously filed as an exhibit to the Registrant's Form S-8 filed April 21, 1999, and are incorporated herein by reference.


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 Post Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grand Rapids, State of Michigan, on this 10th day of May, 2000.


 

OLD KENT FINANCIAL CORPORATION


By /s/Mary E. Tuuk


     Mary E. Tuuk
     Senior Vice President and Secretary



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                    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/Richard L. Antonini


Richard L. Antonini

          Director

May 10, 2000

     
     

*/s/John D. Boyles


John D. Boyles

          Director

May 10, 2000

     
     

*/s/William P. Crawford


William P. Crawford

          Director

May 10, 2000

     
     

*/s/Richard M. DeVos, Jr.


Richard M. DeVos, Jr.

          Director

May 10, 2000

     
     

*/s/Mark F. Furlong


Mark F. Furlong

          Executive Vice President and
          Chief Financial Officer
          (Principal Financial and
          Accounting Officer)

May 10, 2000

     
     

*/s/William G. Gonzalez


William G. Gonzalez

          Director

May 10, 2000

     
     

*/s/James P. Hackett


James P. Hackett

          Director

May 10, 2000

     
     

*/s/Erina Hanka


Erina Hanka

          Director

May 10, 2000

     
     

*/s/Michael J. Jandernoa


Michael J. Jandernoa

          Director

May 10, 2000

     
     

*/s/Kevin T. Kabat


Kevin T. Kabat

          Vice Chairman
          and Director

May 10, 2000

     
     

*/s/Fred P. Keller


Fred P. Keller

          Director

May 10, 2000

     
     

*/s/John P. Keller


John P. Keller

          Director

May 10, 2000



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Signature

          Title

Date

     
     

*/s/Hendrik G. Meijer


Hendrik G. Meijer

          Director

May 10, 2000

     
     

*/s/Percy A. Pierre


Percy A. Pierre

          Director

May 10, 2000

     
     

*/s/Marilyn J. Schlack


Marilyn J. Schlack

          Director

May 10, 2000

     
     

*/s/Peter F. Secchia


Peter F. Secchia

          Director

May 10, 2000

     
     

*/s/David J. Wagner


David J. Wagner

          Chairman of the Board,
          President, Chief Executive
          Officer and Director
          (Principal Executive Officer)

May 10, 2000

     
     

*/s/Margaret Sellers Walker


Margaret Sellers Walker

          Director

May 10, 2000

     
     

*/s/Robert H. Warrington


Robert H. Warrington

          Vice Chairman of the
          Board and Director

May 10, 2000

     
     

*By/s/Mary E. Tuuk


      Mary E. Tuuk
      Attorney-in-Fact
 

May 10, 2000













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