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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________________
FIRST NATIONAL BANK CORP.
(Exact name of issuer as specified in its charter)
Delaware 38-2711692
(State or other jurisdiction (I.R.S. Employer
of incorporation of organization) Identification Number)
18800 Hall Road, Clinton Township, Michigan 48038
(Address of Principal Executive Offices) (Zip Code)
EMPLOYEE'S SALARY REDUCTION
PLAN OF THE FIRST NATIONAL BANK IN MACOMB COUNTY
(Full title of the plan)
HAROLD W. ALLMACHER
President and Chief Executive Officer
First National Bank Corp.
18800 Hall Road, Clinton Township, Michigan 48038
810-465-2400
(Name, Address including zip code, and telephone number,
including area code, of agent for service)
COPIES OF COMMUNICATIONS TO:
JEROME M. SCHWARTZ
Dickinson, Wright, Moon, Van Dusen & Freeman
500 Woodward Avenue, Suite 4000
Detroit, Michigan 48226
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Amount of
Title of Securities Amount to be Offering Price Maximum Aggregate Registration
to be Registered Registered Per Share* Offering Price* Fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 40,000 $22.8125 $912,500 $314.66
$3.125 par value
- -------------------------------------------------------------------------------
</TABLE>
*Based upon the average of the high and low sales prices of common stock on
February 22, 1994 and estimated solely for the purpose of calculating the
registration fee.
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 plan described
herein.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
First National Bank Corp. (the "Registrant") and the
Employee's Salary Reduction Plan of the First National Bank in Macomb County
(the "Plan") hereby incorporate by reference in this Registration Statement the
following documents previously or concurrently filed with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange Act of
1934 (the "Exchange Act"):
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992.
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1993, June 30, 1993 and September 30, 1993.
(c) The Registrant's Current Report on Form 8-K dated
November 28, 1990.
The Registrant and the Plan hereby incorporate by reference in
this Registration Statement the following information previously filed with the
Commission under the Securities Act of 1933:
The description of the Registrant's Common Stock and related
information contained in its Registration Statement No. 33-29570 on Form S-2,
effective July 21, 1989, under the heading "Description of Capital Stock".
Subsequent to such Registration Statement on Form S-2, the
Registrant adopted a Shareholder Rights Plan that is described in the Current
Report on Form 8-K that is incorporated by reference in paragraph (c) above.
All documents subsequently filed with the Commission by the
Registrant and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act 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 herein by
reference and to be a part hereof from the dates 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
The Registrant's Certificate of Incorporation (the
"Certificate") provides that a director of the Registrant shall not be
personally liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liabilities for certain
actions described therein, including breach of the director's duty of loyalty,
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, liabilities under Section 174 of the Delaware General
Corporation Law or for any transaction in which the director derived an
improper personal benefit.
Officers and directors of the Registrant are entitled to
indemnification under Delaware law and the Certificate. The following is a
summary of the indemnification provisions of the Certificate.
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Pursuant to Article Eighth of the Certificate and under the
authority of Section 145 of the Delaware General Corporation Law, and subject
to the limitations set forth therein, the directors and officers of the
Registrant and other persons serving at the Registrant's request as directors,
officers, employees or agents of another corporation or business entity are
entitled to be indemnified by the Registrant to the fullest extent authorized
by the Delaware General Corporation Law, against all expense, liability and
loss reasonably incurred or suffered by such person in connection therewith and
such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his or
her heirs, executors and administrators. The right to indemnification includes
the right to be paid by the Registrant the expenses incurred in defending any
such proceeding in advance of its final disposition. The Registrant may, by
action of its Board of Directors, provide indemnification to employees and
agents of the Registrant with the same scope and effect as the foregoing
indemnification of directors and officers. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition is not exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the Certificate, By-law,
agreement, vote of stockholders or disinterested directors or otherwise.
The Registrant may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Registrant
or another holding company, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Registrant would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
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<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
23 Consent of Deloitte & Touche
</TABLE>
Additionally, Registrant hereby undertakes that it has
submitted or will submit the Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner for purposes of determining
qualification under Section 401 of the Internal Revenue Code and has made or
will make all changes required by the IRS to qualify the Plan.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) (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 "1933 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 thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
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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)(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 Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in
the Registration Statement.
(2) That, for purposes of determining
any liability under the 1933 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.
(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 1933 Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act, and each filing of the Plan's annual report pursuant to
Section 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 1933 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 1933 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 1933 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 Township of Clinton, State of Michigan, on the 23rd day
of February, 1994.
FIRST NATIONAL BANK CORP.
By: /s/ HAROLD W. ALLMACHER
-------------------------------
Harold W. Allmacher
President and Chief 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 indicated on February 23, 1994.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ HAROLD W. ALLMACHER
- ------------------------------- President and Chief
Harold W. Allmacher Executive Officer, and Director
(Principal Executive Officer)
/s/ RICHARD J. MILLER
- ------------------------------- Treasurer (Principal Financial
Richard J. Miller and Accounting Officer)
/s/ RAYMOND M. CONTESTI Director
- -------------------------------
Raymond M. Contesti
/s/ JAMES T. CRESSWELL Director
- -------------------------------
James T. Cresswell
/s/ CELESTINA GILES Director
- -------------------------------
Celestina Giles
/s/ ARIE GULDEMOND Director
- -------------------------------
Arie Guldemond
/s/ FRANK E. JEANNETTE Director
- -------------------------------
Frank E. Jeannette
/s/ DAVID A. MCKINNON Director
- -------------------------------
David A. McKinnon
</TABLE>
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<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ ROBERT D. MORRISON Director
- -------------------------------
Robert D. Morrison
/s/ JOHN J. MULSO Director
- -------------------------------
John J. Mulso
/s/ GLEN D. SCHMIDT Director
- -------------------------------
Glen D. Schmidt
</TABLE>
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THE PLAN
Pursuant to the requirements of the Securities Act of 1933,
the undersigned has duly caused this Registration Statement to be signed on its
behalf by the Plan Administrator, thereunto duly authorized, in the Township of
Clinton, State of Michigan, on the 23rd day of February, 1994.
EMPLOYEE'S SALARY REDUCTION
PLAN OF THE FIRST NATIONAL
BANK IN MACOMB COUNTY
By: The Personnel Committee
of First National Bank
in Macomb County as
Plan Administrator
By: /s/ HAROLD W. ALLMACHER
---------------------------
Harold W. Allmacher
Its Agent
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
Exhibit Number
- ------- ------
<S> <C> <C>
23 Consent of Deloitte & Touche
</TABLE>
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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
First National Bank Corp. on Form S-8 of our report dated January 25, 1993,
appearing and incorporated by reference in the Annual Report on Form 10-K of
First National Bank Corp. for the year ended December 31, 1992.
Deloitte & Touche
Detroit, Michigan
February 24, 1994
