As filed with the Securities and Exchange Commission on May 18, 2000
Registration No. 333-_____
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MID-WISCONSIN FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 06-1169935
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
132 WEST STATE STREET
MEDFORD, WISCONSIN 54451
(Address of principal executive offices) (Zip Code)
EMPLOYEE STOCK PURCHASE PLAN
1999 STOCK OPTION PLAN
1991 EMPLOYEE STOCK OPTION PLAN
(Full title of the plans)
GENE C. KNOLL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MID-WISCONSIN FINANCIAL SERVICES, INC.
132 WEST STATE STREET
MEDFORD, WI 54451
(715) 693-4470
Copies to:
ARNOLD J. KIBURZ III
RUDER, WARE & MICHLER,
A LIMITED LIABILITY S.C.
P.O. BOX 8050
WAUSAU, WI 54402-8050
(715) 845-4336
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered(1)(2) price per share(3) price(3) registration
fee
<S> <C> <C> <C> <C>
Common stock, 318,293 $27.42 $8,727,804.40 $2,304.14
no par value shares
<FN>
(1) This Registration Statement shall also cover any additional shares of common stock
which become issuable under the plans being registered pursuant to this Registration
Statement by reason of any stock dividend, stock split, recapitalization or any other
similar transaction effected without the receipt of consideration which results in an
increase in the number of the Registrant's outstanding shares of common stock. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
(2) Includes 50,000 shares issuable under the 1999 Employee Stock Purchase
Plan, 260,154 shares issuable under the 1999 Stock Option Plan, and 8,139
shares issuable under the 1991 Employee Stock Option Plan.
(3) The Proposed Maximum Aggregate Offering Price Per Share represents a
weighted average of the following estimates calculated in accordance with Rule
457(h). With respect to the 10,714 shares subject to outstanding options to
purchase common stock under the plans described above, the Proposed Maximum
Aggregate Offering Price Per Share is equal to the weighted average exercise
price of $25.14 per share pursuant to Rule 457(h). With respect to the
307,579 shares of common stock available for future issuance under the Plans
for which the price at which options to be granted in the future is not
currently determined, the estimated Proposed Maximum Offering Price Per Share
was determined pursuant to Rule 457(c) based on the price reported on the OTC
Bulletin Board on May 15, 2000 ($27.50).
</TABLE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Mid-Wisconsin Financial Services,
Inc. ("Registrant") are incorporated by reference in and made a part of
this Registration Statement by this reference:
(1) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999;
(2) Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000;
(3) (a) the description of Registrant's common stock contained in
Item 11, pages 54-56 of Amendment No. 2 to Form 8, dated
August 14, 1990, in which the terms, rights and provisions
applicable to Registrant's common stock are described;
<PAGE>
(b) the description of the common stock contained in Item 5 of
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000, filed for the purposes of
updating the description incorporated by reference to
(2)(a); and
(c) any amendment or report, including a report on Form 10-K,
Form 8-K or Form 10-Q, filed by the Registrant for the
purpose of updating the descriptions incorporated by
reference in (3)(a) and (b); and
(4) Filed by Registrant or the Plan with the Commission pursuant to
Section 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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Registrant is incorporated under the Wisconsin Business Corporation
Law. Pursuant to sections 180.0850 to 180.0859 of the Wisconsin
statutes, subject to the limitations stated therein, Registrant is
required to indemnify any director or officer against liability and
reasonable expenses (including attorneys' fees) incurred by such person
in the defense of any threatened, pending or completed civil, criminal,
administrative or investigative action, suit or proceeding in which such
person is made a party by reason of being or having been a director or
officer of Registrant, unless liability was incurred because such person
breached or failed to perform a duty owed to the Registrant which
constituted (i) a willful failure to deal fairly with the Registrant or
its shareholders in connection with a matter in which such person has a
material conflict of interest; (ii) a violation of criminal law, unless
such person had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was
unlawful; (iii) a transaction from which such person derived an improper
personal profit; or (iv) willful misconduct. The statute provides that
indemnification pursuant to its provisions is not exclusive of other
rights or indemnification to which a person may be entitled under the
Registrant's articles of incorporation or bylaws, or any written
agreement, vote of shareholders or disinterested directors, or
otherwise.
Section 180.0859 of the Wisconsin statutes provides that it is the
public policy of the State of Wisconsin that such indemnification
provisions apply, to the extent applicable to any other proceeding, to,
among other things, the offer, sale or purchase of securities in any
proceeding involving a state or federal statute.
<PAGE>
Article XI of the Registrant's bylaws require the Registrant to
indemnify its directors and officers to the fullest extent provided
under Wisconsin law. Directors and officers of the Registrant are
also insured, subject to certain specified exclusions and deductible
and maximum amounts, against loss from claims arising in connection with
their acting in their respective offices, which include claims under the
Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation, as amended (incorporated by reference to
Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995)
-3-
4.2 Bylaws, as amended September 20, 1995 (incorporated by reference to
Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995)
5.1 Opinion of Ruder, Ware & Michler, A Limited Liability S.C.
(including consent)
10.1 Registrant's Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.7 to Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2000)
10.2 Registrant's 1999 Stock Option Plan (incorporated by reference to
Exhibit 10.8 to Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2000)
10.3 Registrant's 1991 Employee Stock Option Plan (incorporated by
reference to Exhibit 10(b) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995)
23.1 Consent of Ruder, Ware & Michler, A Limited Liability S.C.
(included in Exhibit 5.1)
23.2 Consent of Wipfli Ullrich Bertelson LLP.
24.1 Powers of attorney are set forth under "Signatures," Part II, page
7 of this Form S-8.
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;
<PAGE>
(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 (or the most recent post-effective amendment
thereto); and
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(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)(i) and (a)(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 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
<PAGE>
indemnification by it is against public policy as expressed in the
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 on Form S-8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Medford,
State of Wisconsin, on May 17, 2000.
MID-WISCONSIN FINANCIAL SERVICES, INC.
By: GENE C. KNOLL
Gene C. Knoll
President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoints the President or the Vice President, or either of them (with
full power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents, with full power of substitution, for him
or her and on his or her behalf to sign, execute and file this
Registration Statement and any or all amendments (including, without
limitation, post-effective amendments and any amendment or amendments or
abbreviated registration statement increasing the amount of securities
for which registration is being sought) to this Registration Statement,
with all exhibits and any and all documents required to be filed with
respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully to all intents and
purposes as he might or could do if personally present, hereby ratifying
and confirming all that such attorneys-in-fact and agents, or either of
them, or their substitute or substitutes, may lawfully do or cause to be
done.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities indicated on May 17, 2000.
GENE C. KNOLL RONALD D. ISAACSON
Gene C. Knoll Ronald D. Isaacson
President and Chief Executive Chairman of the Board
Officer and Director
(Principal Executive Officer)
<PAGE>
JAMES F. MELVIN
James F. Melvin James R. Peterson
Vice Chairman of the Board Director
NORMAN A. HATLESTAD JAMES N. DOUGHERTY
Norman A. Hatlestad James N. Dougherty
Director Director
JAMES P. HAGER JACK E. WILD
James P. Hager Jack E. Wild
Director Director
FRED J. SCHROEDER KURT D. MERTENS
Fred J. Schroeder Kurt D. Mertens
Vice President and a Director Director
KATHRYN M. HEMER RHONDA R. KELLEY
Kathryn M. Hemer Rhonda R. Kelley
Director Controller (Principal Accounting
Officer)
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EXHIBIT INDEX
TO
FORM S-8
OF
MID-WISCONSIN FINANCIAL SERVICES, INC.
PURSUANT TO <section>232.102(D) OF REGULATION S-T
(17 C.F.R. <section>232.102(D))
5.1 Opinion of Ruder, Ware & Michler, A Limited Liability S.C.
(including consent)
10.1 Registrant's Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.7 to Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2000)
10.2 Registrant's 1999 Stock Option Plan (incorporated by reference
to Exhibit 10.8 to Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2000)
10.3 Registrant's 1991 Employee Stock Option Plan (incorporated by
reference to Exhibit 10(b) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995)
23.1 Consent of Ruder, Ware & Michler, A Limited Liability S.C.
(included in Exhibit 5.1)
23.2 Consent of Wipfli Ullrich Bertelson LLP.
24.1 Powers of attorney are set forth under "Signatures," Part II,
page 7 of this Form S-8.
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EXHIBIT 5.1
[LETTERHEAD OF RUDER, WARE & MICHLER, A LIMITED LIABILITY S.C]
May 17, 2000
Mid-Wisconsin Financial Services, Inc.
132 West State Street
Medford, WI 54451
Ladies and Gentlemen:
We have acted as counsel to Mid-Wisconsin Financial Services, Inc.
(the "Company") in connection with the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by you with the
Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, of 250,000 shares of your
common stock, $.10 par value (the "Shares"), reserved for issuance under
the Employee Stock Purchase Plan and the 1999 Stock Option Plan (the
"Plans").
In connection with the delivery of this opinion, we have examined
originals or copies of the articles of incorporation, as amended, and
the by-laws, as amended, of the Company, the Registration Statement, the
Plans, certain resolutions adopted or to be adopted by the Board of
Directors, and such other records, agreements, instruments, certificates
and other documents of public officials, the Company and its officers
and representatives and have made such inquiries of the Company and its
officers and representatives, as we have deemed necessary or appropriate
in connection with the opinion set forth herein. We are familiar with
the proceedings heretofore taken, and with the additional proceedings
proposed to be taken, by the Company in connection with the
authorization, registration, issuance and sale of the Shares. With
respect to certain factual matters material to our opinion, we have
relied upon representations from officers of the Company. In making
such examination and rendering the opinion set forth below, we have
assumed without verification the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the
authenticity of the originals of such documents submitted to us as
certified copies, the conformity to originals of all documents submitted
to us as copies, the authenticity of the originals of such later
documents, and that all documents submitted to us as certified copies
are true and correct copies of such originals.
Based on such examination and review, and subject to the foregoing,
we are of the opinion that the Shares, upon issuance, delivery and
payment therefor in the manner contemplated by the Registration
Statement and the Plans, will be duly authorized, validly issued,
fully paid and non-assessable, subject, however, to the provision of
<PAGE>
Section 180.0622(2)(b) of the Wisconsin Statutes which provides that
shareholders of a Wisconsin corporation are liable up to the amount of
consideration paid for their shares for debts to employees for services
performed for a period of service not in excess of six months in any one
case.
We are members of the Bar of the State of Wisconsin, and we have not
considered, and we express no opinion as to, the laws of any
jurisdiction other than the laws of the United States of America and
the State of Wisconsin.
We consent to the inclusion of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not hereby admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
RUDER, WARE & MICHLER,
A LIMITED LIABILITY S.C.
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Mid-Wisconsin Financial Services, Inc. of our
report dated January 14, 2000 appearing in Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999 relating to the
registration of 318,293 shares of its common stock, $.10 par value.
WIPFLI ULLRICH BERTELSON LLP
Wausau, Wisconsin
May 17, 2000
