<PAGE>
As filed with the Securities and Exchange Commission on July 20, 1999
Registration No.333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
REPUBLIC BANCORP INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2604669
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
1070 East Main Street
Owosso, Michigan 48867
(517) 725-7337
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
D&N FINANCIAL CORPORATION
AMENDED AND RESTATED
1994 MANAGEMENT STOCK INCENTIVE PLAN
(Full title of the plan)
Dana M. Cluckey
Republic Bancorp Inc.
1070 East Main Street
Owosso, Michigan 48867
(517) 725-7337
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate Amount of
registered(1) registered share(2) offering price(2) registration fee
------------- ------------ -------- ----------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, 1,119,420 shares $15.00 $16,791,300 $4,667.99
$5.00 par value
</TABLE>
- ------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, as amended (the "Securities Act"), this registration statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the plan
described herein.
(2) Estimated pursuant to Rule 457(h) under the Securities Act solely
for the purpose of calculating the registration fee. The proposed maximum
offering price is based upon the average high and low sales prices of the Common
Stock as reported on the Nasdaq National Market on July 16, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the D&N Financial Corporation
Amended and Restated 1994 Management Stock Incentive Plan (the "Plan") as
specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Republic Bancorp Inc.
(Commission File No. 0-15734) (the "registrant") or D&N Financial Corporation,
the registrant's predecessor-in-interest (Commission File No. 0-17137), pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
are incorporated in this Registration Statement by reference, including the
following: (a) the registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 (the "1998 Form 10-K"); (b) the registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1999; and (c) the description of
the registrant's common stock set forth in its registration statement on Form 10
filed on April 30, 1987 pursuant to Section 12(g) of the Exchange Act and set
forth under "Item 11. Description of Registrant's Securities to be Registered,"
and all amendments thereto or reports filed for the purpose of updating such
description. All documents subsequently filed by the registrant pursuant to
Sections 13(a), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing such documents.
Any statement contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed to be modified or
superseded for purposes of this Registration Statement and the Prospectus to the
extent that a statement contained herein or therein or in any other subsequently
filed document which also is, or is deemed to be, incorporated by reference
herein or therein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement and the Prospectus.
The registrant shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should
<PAGE>
be directed to Mr. Thomas F. Menacher, Executive Vice President, Republic
Bancorp Inc., 1070 East Main Street, Owosso, Michigan 48867; telephone: (517)
725-7337.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Michigan Business Corporation Act, as amended ("MBCA"), provides
that a Michigan corporation, such as Republic Bancorp Inc., may indemnify a
director, officer, employee or agent of the corporation (an "Indemnitee")
against the Indemnitee's expenses and judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any threatened,
pending or completed action, suit or proceeding (other than an action by or in
the right of the corporation) involving the Indemnitee by reason of the fact
that the Indemnitee is or was a director, officer, employee or agent of the
corporation, if the Indemnitee acted in good faith and in a manner the
Indemnitee reasonably believed to be in or not opposed to the best interest of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The MBCA also
provides that in derivative actions, a corporation may indemnify a director,
officer, employee or agent of the corporation against expenses actually and
reasonably incurred by the Indemnitee to the extent that the Indemnitee is
successful on the merits or otherwise in any such action, suit or proceeding or
in the defense of any claim, issue or matter therein. Under the MBCA, no
indemnification shall be made with respect to any claim, issue or matter as to
which an Indemnitee shall have been adjudged to be liable to the corporation
unless and only to the extent that the court shall determine upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, the Indemnitee is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. The MBCA also
generally permits the advancement of reasonable expenses and empowers the
corporation to purchase and maintain directors' and officers' insurance.
Article VIII of the articles of incorporation of the
registrant contains provisions authorizing indemnification of directors,
officers, employees and agents of the registrant that are substantially similar
to those set forth in the MBCA and authorizes the registrant to purchase
directors' and officers' insurance. Article X of the by-laws of the registrant
contains provisions authorizing indemnification of directors, officers,
employees and agents of the registrant to the fullest extent authorized or
permitted by the MBCA and authorizes the registrant to purchase directors' and
officers' insurance.
Section 209 of the MBCA provides that the articles of incorporation of
a corporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) under
<PAGE>
Section 551(1) of the MBCA (relating to liability for unauthorized acquisitions
or redemptions of, or dividends on, capital stock and loans to a director,
officer, or employee of the corporation or of a subsidiary of the corporation),
(iv) for any transaction from which the director derived an improper personal
benefit or (v) for an act or omission occurring prior to the date such a
provision becomes effective. Article IX of the registrant's articles of
incorporation include such a provision.
The registrant has entered into individual indemnity agreements with
certain of its officers and directors whereby the registrant will indemnify each
of its officers and directors for any amount which they may be obligated to pay
because of any claim made against them because of any omission or neglect or
breach of duty, including any actual or alleged error or misstatements or
misleading statement, committed or suffered when acting in their capacities as
officers, directors, employees and agents of the registrant, its subsidiaries
and certain other enterprises.
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 provisions described in this Item 6 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 of 1933 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are furnished with this Registration Statement:
Exhibit No. Description
(3)(a)/(4)(a) Second Restated Articles of Incorporation of
Republic Bancorp Inc. (incorporated by
reference to Exhibit 2.1 of the registrant's
Current Report on Form 8-K dated May 17,
1999 filed with the Securities and Exchange
Commission on May 28, 1999 (file no.
0-21223).
(3)(b)/(4)(b) By-Laws of Republic Bancorp Inc. as amended
to date (incorporated by reference to
Exhibit 2.1 of the registrant's Current
Report on Form 8-K dated May 17, 1999 filed
with the Securities and Exchange Commission
on May 28, 1999 (file no. 0-21223).
<PAGE>
(4)(c) D&N Financial Corporation Amended and
Restated 1994 Management Stock Incentive
Plan (incorporated by reference to Exhibit 4
of the Registration Statement on Form S-8 of
D&N Financial Corporation (the registrant's
predecessor-in-interest) filed with the
Securities and Exchange Commission on June
28, 1995 (registration no. 33-94674)).
(5)(a) Opinion and consent of Miller, Canfield,
Paddock and Stone, P.L.C.*
(23)(a) Consent of Miller, Canfield, Paddock and
Stone, P.L.C. (contained in Exhibit (5)(a)).
(23)(b) Consent of Ernst & Young LLP.*
(23)(c) Consent of Deloitte & Touche LLP.*
(24) Powers of attorney (contained in the
signature pages hereto).*
- --------------
* Filed herewith.
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;
(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 that are incorporated by reference into
the registration statement.
<PAGE>
(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.
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.
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
Securities Act of 1933 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.
<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 Owosso, State of Michigan, on July 19, 1999.
REPUBLIC BANCORP INC., a Michigan corporation
By /s/ Jerry D. Campbell
-------------------------------------
Name: Jerry D. Campbell
Title: Chairman of the Board and
Chief Executive Officer
Officers of the registrant. Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed below by the
following persons in the capacities indicated and on the dates indicated below.
By so signing, each of the undersigned, in his capacity as a director or
officer, or both, as the case may be, of the registrant, does hereby appoint
Jerry D. Campbell, Dana M. Cluckey and Thomas F. Menacher, and each of them
severally, his true and lawful attorney to execute in his name, place and stead,
in his capacity as a director or officer, or both, as the case may be, of the
registrant, any and all amendments to this Registration Statement (including
post-effective amendments thereto) and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have full power and authority to do and
perform in the name and on behalf of each of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises as fully, and for all intents and purposes, as each of the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts of said attorneys and each of them.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
Principal Executive Officer:
Chairman of the Board and
/s/ Jerry D. Campbell Chief Executive Officer July 19, 1999
- ----------------------------------
Jerry D. Campbell
Principal Financial Officer and
Principal Accounting Officer: Executive Vice President, Treasurer and
Chief Financial Officer July 19, 1999
/s/ Thomas F. Menacher
- ----------------------------------
Thomas F. Menacher
</TABLE>
<PAGE>
Directors of the registrant. Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed below by the
following persons in the capacities indicated and on the dates indicated below.
By so signing, each of the undersigned, in his capacity as a director or
officer, or both, as the case may be, of the registrant, does hereby appoint
Jerry D. Campbell, Dana M. Cluckey and Thomas F. Menacher, and each of them
severally, his true and lawful attorney to execute in his name, place and stead,
in his capacity as a director or officer, or both, as the case may be, of the
registrant, any and all amendments to this Registration Statement (including
post-effective amendments thereto) and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have full power and authority to do and
perform in the name and on behalf of each of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises as fully, and for all intents and purposes, as each of the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts of said attorneys and each of them.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
Directors:
/s/ Jerry D. Campbell Director, Chairman of the Board and July 16, 1999
- ---------------------------------- Chief Executive Officer
Jerry D. Campbell
/s/ George J. Butvilas Director and Vice-Chairman of the Board July 16, 1999
- ----------------------------------
George J. Butvilas
/s/ Dana M. Cluckey Director, President and July 16, 1999
- ---------------------------------- Chief Operating Officer
Dana M. Cluckey
/s/ Joseph C. Bromley Director July 16, 1999
- ----------------------------------
Joseph C. Bromley
/s/ Mary P. Cauley Director July 16, 1999
- ----------------------------------
Mary P. Cauley
/s/ Bruce L. Cook Director July 16, 1999
- ----------------------------------
Bruce L. Cook
/s/ Steven Coleman Director July 16, 1999
- ----------------------------------
Steven Coleman
/s/ Richard J. Cramer, Sr. Director July 16, 1999
- ----------------------------------
Richard J. Cramer, Sr.
/s/ George A. Eastman Director July 16, 1999
- ----------------------------------
George A. Eastman
</TABLE>
<PAGE>
Directors and Officers of the registrant. Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed below
by the following persons in the capacities indicated and on the dates indicated
below. By so signing, each of the undersigned, in his capacity as a director or
officer, or both, as the case may be, of the registrant, does hereby appoint
Jerry D. Campbell, Dana M. Cluckey and Thomas F. Menacher, and each of them
severally, his true and lawful attorney to execute in his name, place and stead,
in his capacity as a director or officer, or both, as the case may be, of the
registrant, any and all amendments to this Registration Statement (including
post-effective amendments thereto) and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have full power and authority to do and
perform in the name and on behalf of each of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises as fully, and for all intents and purposes, as each of the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts of said attorneys and each of them.
Signatures Title Date
---------- ----- ----
Directors:
/s/ Howard J. Hulsman Director July 16, 1999
- ----------------------------------
Howard J. Hulsman
/s/ Gary Hurand Director July 16, 1999
- ----------------------------------
Gary Hurand
/s/ Dennis J. Ibold Director July 16, 1999
- ----------------------------------
Dennis J. Ibold
/s/ Stanley A. Jacobson Director July 16, 1999
- ----------------------------------
Stanley A. Jacobson
/s/ John J. Lennon Director July 16, 1999
- ----------------------------------
John J. Lennon
/s/ Sam H. McGoun Director July 16, 1999
- ----------------------------------
Sam H. McGoun
/s/ Kelly E. Miller Director July 16, 1999
- ----------------------------------
Kelly E. Miller
/s/ Joe D. Pentecost Director July 16, 1999
- ----------------------------------
Joe D. Pentecost
<PAGE>
Directors and Officers of the registrant. Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed below
by the following persons in the capacities indicated and on the dates indicated
below. By so signing, each of the undersigned, in his capacity as a director or
officer, or both, as the case may be, of the registrant, does hereby appoint
Jerry D. Campbell, Dana M. Cluckey and Thomas F. Menacher, and each of them
severally, his true and lawful attorney to execute in his name, place and stead,
in his capacity as a director or officer, or both, as the case may be, of the
registrant, any and all amendments to this Registration Statement (including
post-effective amendments thereto) and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have full power and authority to do and
perform in the name and on behalf of each of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises as fully, and for all intents and purposes, as each of the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts of said attorneys and each of them.
Signatures Title Date
---------- ----- ----
Directors:
/s/ Randolph P. Piper Director July 16, 1999
- ----------------------------------
Randolph P. Piper
/s/ Isaac J. Powell Director July 16, 1999
- ----------------------------------
Isaac J. Powell
/s/ Kenneth D. Seaton Director July 16, 1999
- ----------------------------------
Kenneth D. Seaton
/s/ B. Thomas M. Smith, Jr. Director July 16, 1999
- ----------------------------------
B. Thomas M. Smith, Jr.
Director
- ----------------------------------
George B. Smith
/s/ Jeoffrey K. Stross Director July 16, 1999
- ----------------------------------
Jeoffrey K. Stross
/s/ Peter Van Pelt Director July 16, 1999
- ----------------------------------
Peter Van Pelt
/s/ Steven E. Zack Director July 16, 1999
- ----------------------------------
Steven E. Zack
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
(5)(a) Opinion and consent of Miller, Canfield, Paddock and
Stone, P.L.C.*
(23)(a) Consent of Miller, Canfield, Paddock and Stone, P.L.C.
(contained in Exhibit (5)(a)).
(23)(b) Consent of Ernst & Young LLP.*
(23)(c) Consent of Deloitte & Touche LLP.*
(24) Powers of attorney (contained in the signature pages
hereto).*
- -----------
* Filed herewith.
<PAGE>
Exhibit (5)(a)
[Miller, Canfield, Paddock and Stone, P.L.C. Letterhead]
July 19, 1999
Republic Bancorp Inc.
1070 East Main Street
Owosso, Michigan 48867
Ladies and Gentlemen:
With respect to the registration statement on Form S-8 (the
"Registration Statement") being filed today with the Securities and Exchange
Commission (the "Commission") by Republic Bancorp Inc., a Michigan corporation
(the "Company"), for the purpose of registering under the Securities Act of
1933, as amended (the "Act"), an indeterminate amount of interests in the D&N
Financial Corporation Amended and Restated 1994 Management Stock Incentive Plan
(the "Plan") and 1,119,420 shares of the common stock, $5.00 par value, of the
Company (the "Registered Shares"), which may consist of shares already issued or
newly issued shares, we, as your counsel, have examined such certificates,
instruments, and documents and have reviewed such questions of law as we have
considered necessary or appropriate for the purposes of this opinion, and, on
the basis of such examination and review, we advise you that, in our opinion:
1. The Registered Shares have been duly authorized.
2. When the Registration Statement has become effective and Registered
Shares have been issued, sold and paid for in accordance with the Plan, said
Registered Shares will be validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission.
Very truly yours,
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
<PAGE>
EXHIBIT 23(b)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (D&N Financial Corporation Amended and Restated 1994 Management Stock
Incentive Plan) of Republic Bancorp Inc of our report dated January 15, 1999,
with respect to the consolidated financial statements of Republic Bancorp Inc.,
included in its Annual Report (Form 10-K) for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.
Ernst & Young LLP
Detroit, Michigan
July 16, 1999
<PAGE>
EXHIBIT 23(c)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Republic Bancorp Inc. of our report dated January 16, 1997,
appearing in the Annual Report on Form 10-K of Republic Bancorp Inc. for the
year ended December 31, 1998.
Deloitte & Touche LLP
July 19, 1999
Detroit, Michigan
