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Registration No.___ -____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FIRSTBANK CORPORATION
(Exact Name of Registrant as Specified in its Charter)
__________________
MICHIGAN 38-2022454
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
311 WOODWORTH AVENUE, ALMA, MICHIGAN 48801
(Address of Principal Executive Offices) (Zip Code)
FIRSTBANK CORPORATION
STOCK OPTION AND RESTRICTED STOCK PLAN OF 1997
(Full Title of the Plan)
MARY D. DECI Copies to: GORDON R. LEWIS
VICE PRESIDENT, SECRETARY, WARNER NORCROSS & JUDD LLP
AND TREASURER 900 OLD KENT BUILDING
FIRSTBANK CORPORATION 111 LYON STREET, N.W.
311 WOODWORTH AVENUE GRAND RAPIDS, MICHIGAN 49503-2487
ALMA, MICHIGAN 48801
(Name and Address of Agent for Service)
(517) 463-3131
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF PROPOSED PROPOSED
SECURITIES TO BE AMOUNT TO BE MAXIMUM MAXIMUM AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION FEE
PER SHARE <F3> OFFERING PRICE <F3>
<S> <C> <C> <C> <C> <C>
Common Stock 210,000 shares <F1> $34.75<F2> $7,297,500 $2,152.76
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<FN>
<F1> Plus an indeterminate number of additional shares as may be required
to be issued in the event of an adjustment as a result of an increase
in the number of issued shares of Common Stock resulting from a
subdivision of such shares, the payment of stock dividends or certain
other capital adjustments. The stated amount reflects a five percent
stock dividend and a two-for-one stock split distributed to
shareholders on November 24, 1997 and April 8, 1998, respectively.
<F2> Estimated solely for the purpose of calculating the registration fee.
<F3> On May 28, 1998, the average of the bid and asked prices of the Common
Stock of Firstbank Corporation was $34.75 per share. The registration
fee is computed in accordance with Rule 457(h) and (c).
</FN>
</TABLE>
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by reference:
(a) The Registrant's annual report on Form 10-K for the
year ended December 31, 1997 filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act").
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1997 including,
without limitation, the Registrant's quarterly report on Form
10-Q for the quarter ended March 31, 1998.
(c) The description of the Registrant's common stock, which
is contained in the Registrant's registration statement filed
under the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant (also referred
to as "Firstbank") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that deregisters
all securities remaining unsold shall be deemed to be incorporated by
reference in this registration statement and to be a part of this
registration statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Firstbank is obligated under its Articles of Incorporation and
Bylaws to indemnify a present or former director or executive officer of
the Firstbank, and may indemnify any other person, to the fullest extent
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now or hereafter permitted by the Michigan Business Corporation Act (the
"MBCA") in connection with any actual or threatened civil, criminal,
administrative or investigative action, suit or proceeding arising out of
their past or future service to the Firstbank or a subsidiary, or to
another organization at the request of the Firstbank or a subsidiary.
Sections 561 through 571 of the MBCA contain provisions governing
the indemnification of directors and officers by Michigan corporations.
That statute provides that a corporation has the power to indemnify a
person who was or is a party or is threatened to be made a party to a
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal
(other than an action by or in the right of the corporation) by reason of
the fact that he or she is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as
a director, officer, partner, trustee, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust or other
enterprise, whether for profit or not, against expenses (including
attorneys' fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection
with the action, suit or proceeding, if the person 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 corporation or its shareholders, and with respect to
a criminal action or proceeding, if the person had no reasonable cause to
believe his or her conduct was unlawful. The termination of an action,
suit or proceeding by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner that
he or she reasonably believed to be in or not opposed to the best interests
of the corporation or its shareholders, and, with respect to a criminal
action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
Indemnification of expenses (including attorneys' fees) and
amounts paid in settlement is permitted in derivative actions, except that
indemnification is not allowed for any claim, issue or matter in which such
person has been found liable to the corporation unless and to the extent
that a court decides indemnification is proper. To the extent that any
such person has been successful on the merits or otherwise in defense of an
action, suit or proceeding, or in defense of a claim, issue or matter in
the action, suit or proceeding, he or she shall be indemnified against
actual and reasonable expenses (including attorneys' fees) incurred by him
or her in connection with the action, suit or proceeding, and any action,
suit or proceeding brought to enforce the mandatory indemnification
provided under the MBCA. The MBCA permits partial indemnification for a
portion of expenses (including reasonable attorneys' fees), judgments,
penalties, fines and amounts paid in settlement to the extent the person is
entitled to indemnification for less than the total amount.
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Firstbank has entered into indemnity agreements with directors.
The agreements provide that Firstbank will indemnify the director, subject
to certain limitations, for costs, including the satisfaction of a
judgment, fine or penalty incurred in, or any amount paid in settlement of,
any proceeding, including a proceeding brought by or in the name of the
corporation, if such expenses and costs are indemnifiable under the MBCA.
The MBCA permits Firstbank to purchase insurance on behalf of its
directors, officers, employees and agents against liabilities arising out
of their positions with Firstbank, whether or not such liabilities would be
within the above indemnification provisions. Pursuant to this authority,
Firstbank maintains such insurance on behalf of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits have been filed as part of this
registration statement:
EXHIBIT
NUMBER DOCUMENT
4(a) Firstbank's Articles of Incorporation, previously filed as
an Exhibit to the Registrant's Registration Statement on
Form S-2 (Registration No. 33-68432) filed on September 3,
1993, are incorporated herein by reference.
4(b) Firstbank's Bylaws, previously filed as an Exhibit to the
Registrant's Registration Statement on Form S-2
(Registration No. 33-47356) filed on September 3, 1993, are
incorporated herein by reference.
4(c) The Firstbank Corporation Stock Option and Restricted Stock
Plan of 1997, previously filed as Appendix A to Firstbank's
Definitive Proxy Statement filed with respect to its annual
meeting of shareholders to be held on April 27, 1997, is
incorporated by reference herein.
5 Opinion Regarding Legality of Securities Offered.
23(a) Consent of Warner Norcross & Judd LLP--Included in Exhibit 5
and incorporated herein by reference.
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EXHIBIT
NUMBER DOCUMENT
23(b) Consent of Crowe, Chizek & Company LLP.
24 Powers of Attorney.
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 (the
"Securities Act");
(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 thereto) 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 or furnished to the SEC by the
Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
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(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,
each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act 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 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 Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
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 Alma, State of Michigan, on this
27th day of May, 1998.
FIRSTBANK CORPORATION
By /S/ MARY D. DECI
Mary D. Deci
Vice President, Secretary, and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
/S/ JOHN MCCORMACK* President, Chief Executive May 27, 1998
John McCormack Officer, and Director
(Principal Executive Officer)
/S/ MARY D. DECI Vice President, Secretary and May 27, 1998
Mary D. Deci Treasurer (Principal financial
and accounting officer)
/S/ DUANE A. CARR* Director May 27, 1998
Duane A. Carr
/S/ WILLIAM E. GOGGIN* Director May 27, 1998
William E. Goggin
/S/ EDWARD B. GRANT* Director May 27, 1998
Edward B. Grant
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/S/ CHARLES W. JENNINGS* Director May 27, 1998
Charles W. Jennings
/S/ PHILLIP G. PEASLEY* Director May 27, 1998
Phillip G. Peasley
/S/ DAVID D. ROSLUND* Director May 27, 1998
David D. Roslund
/S/ MARY D. DECI *Attorney in Fact May 27, 1998
Mary D. Deci
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EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DOCUMENT NUMBER
4(a) Firstbank's Articles of Incorporation, previously filed *
as an Exhibit to the Registrant's Registration Statement
on Form S-2 (Registration No. 33-68432) filed on
September 3, 1993, are incorporated herein by reference.
4(b) Firstbank's Bylaws, previously filed as an Exhibit to *
the Registrant's Registration Statement on Form S-2
(Registration No. 33-47356) filed on September 3, 1993,
are incorporated herein by reference.
4(c) The Firstbank Corporation Stock Option and Restricted *
Stock Plan of 1997, previously filed as Appendix A
to Firstbank's Definitive Proxy Statement filed with
respect to its annual meeting of shareholders to be held
on April 27, 1997, is incorporated by reference herein.
5 Opinion Regarding Legality of Securities Offered. 10
23(a) Consent of Warner Norcross & Judd LLP--Included in 10
Exhibit 5 and incorporated herein by reference.
23(b) Consent of Crowe, Chizek & Company LLP. 11
24 Powers of Attorney. 12
* Previously filed
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EXHIBIT 5(a) AND 23(a)
May 29, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: FIRSTBANK CORPORATION
REGISTRATION STATEMENT ON FORM S-8
FIRSTBANK CORPORATION
STOCK OPTION AND RESTRICTED STOCK PLAN OF 1997
Dear Sir or Madam:
We represent Firstbank Corporation, a Michigan corporation (the
"Company"), with respect to the above-captioned registration statement on
Form S-8 (the "Registration Statement") filed pursuant to the Securities
Act of 1933 (the "Act") to register 210,000 shares of the Company's common
stock ("Common Stock").
As counsel for the Company, we are familiar with its Articles of
Incorporation and Bylaws and have reviewed the various proceedings taken by
the Company to authorize the issuance of the Common Stock to be sold
pursuant to the Registration Statement. We have also reviewed and assisted
in preparing the Registration Statement. In our review, we have assumed
the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of
such copies.
On the basis of the foregoing, we are of the opinion that when
the Registration Statement has become effective under the Act, any and all
shares of Common Stock that are the subject of the Registration Statement
will, when issued upon payment of the purchase price for the shares to the
Company, be validly issued, fully paid and nonassessable.
<PAGE>
Securities and Exchange Commission
May 29, 1998
Page 2
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We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8 covering the Common Stock to be issued
pursuant to the Stock Option and Restricted Stock Plan of 1997.
Very truly yours,
WARNER NORCROSS & JUDD LLP
By: /S/ GORDON R. LEWIS
Gordon R. Lewis
A Partner
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8, of Firstbank Corporation pertaining to the
registration of 210,000 shares of common stock with respect to the
Firstbank Corporation Stock Option and Restricted Stock Plan of 1997, of
our report dated January 23, 1998 with respect to the consolidated
financial statements of Firstbank Corporation, incorporated by reference in
the Annual Report (Form 10-K) for the year ended December 31, 1997 filed
with the Securities and Exchange Commission.
/s/ Crowe, Chizek & Company LLP
CROWE, CHIZEK & COMPANY LLP
Grand Rapids, Michigan
May 29, 1998
<PAGE>
EXHIBIT 24
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation ("Firstbank"), does hereby
appoint JOHN MCCORMACK and MARY D. DECI, and either of them severally, his
or her attorney or attorneys with full power of substitution to execute in
his or her name, in his or her capacity as a director or officer, as the
case may be, of Firstbank, a Form S-8 Registration Statement of Firstbank
for the Stock Option and Restricted Stock Plan of 1997, and any and all
pre-effective or post-effective amendments to such Registration Statement,
and to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission.
May 26, 1998 /S/ DUANE A. CARR
Duane A. Carr, Director
<PAGE>
EXHIBIT 24
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation ("Firstbank"), does hereby
appoint JOHN MCCORMACK and MARY D. DECI, and either of them severally, his
or her attorney or attorneys with full power of substitution to execute in
his or her name, in his or her capacity as a director or officer, as the
case may be, of Firstbank, a Form S-8 Registration Statement of Firstbank
for the Stock Option and Restricted Stock Plan of 1997, and any and all
pre-effective or post-effective amendments to such Registration Statement,
and to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission.
May 26, 1998 /S/ WILLIAM E. GOGGIN
William E. Goggin, Chairman of the Board
Director
<PAGE>
EXHIBIT 24
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation ("Firstbank"), does hereby
appoint JOHN MCCORMACK and MARY D. DECI, and either of them severally, his
or her attorney or attorneys with full power of substitution to execute in
his or her name, in his or her capacity as a director or officer, as the
case may be, of Firstbank, a Form S-8 Registration Statement of Firstbank
for the Stock Option and Restricted Stock Plan of 1997, and any and all
pre-effective or post-effective amendments to such Registration Statement,
and to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission.
May 26, 1998 /S/ EDWARD B. GRANT
Edward B. Grant, Director
<PAGE>
EXHIBIT 24
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation ("Firstbank"), does hereby
appoint JOHN MCCORMACK and MARY D. DECI, and either of them severally, his
or her attorney or attorneys with full power of substitution to execute in
his or her name, in his or her capacity as a director or officer, as the
case may be, of Firstbank, a Form S-8 Registration Statement of Firstbank
for the Stock Option and Restricted Stock Plan of 1997, and any and all
pre-effective or post-effective amendments to such Registration Statement,
and to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission.
May 26, 1998 /S/ CHARLES W. JENNINGS
Charles W. Jennings, Director
<PAGE>
EXHIBIT 24
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation ("Firstbank"), does hereby
appoint JOHN MCCORMACK and MARY D. DECI, and either of them severally, his
or her attorney or attorneys with full power of substitution to execute in
his or her name, in his or her capacity as a director or officer, as the
case may be, of Firstbank, a Form S-8 Registration Statement of Firstbank
for the Stock Option and Restricted Stock Plan of 1997, and any and all
pre-effective or post-effective amendments to such Registration Statement,
and to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission.
May 26, 1998 /S/ JOHN MCCORMACK
John McCormack, President and Chief
Executive Officer, Director
<PAGE>
EXHIBIT 24
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation ("Firstbank"), does hereby
appoint JOHN MCCORMACK and MARY D. DECI, and either of them severally, his
or her attorney or attorneys with full power of substitution to execute in
his or her name, in his or her capacity as a director or officer, as the
case may be, of Firstbank, a Form S-8 Registration Statement of Firstbank
for the Stock Option and Restricted Stock Plan of 1997, and any and all
pre-effective or post-effective amendments to such Registration Statement,
and to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission.
May 26, 1998 /S/ PHILLIP G. PEASLEY
Phillip G. Peasley, Director
<PAGE>
EXHIBIT 24
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation ("Firstbank"), does hereby
appoint JOHN MCCORMACK and MARY D. DECI, and either of them severally, his
or her attorney or attorneys with full power of substitution to execute in
his or her name, in his or her capacity as a director or officer, as the
case may be, of Firstbank, a Form S-8 Registration Statement of Firstbank
for the Stock Option and Restricted Stock Plan of 1997, and any and all
pre-effective or post-effective amendments to such Registration Statement,
and to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission.
May 26, 1998 /S/ DAVID D. ROSLUND
David D. Roslund, Director
