As filed with the Securities and Exchange Commission on November 30, 2000
Registration No. 333-50122
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CAPITOL BANCORP LTD.
(Exact name of registrant as specified in its charter)
Michigan 6711 38-2761672
(State or Other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Classification Identification No.)
Code Number)
200 Washington Square North, Fourth Floor
Lansing, Michigan 48933
(517) 487-6555
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Joseph D. Reid
200 Washington Square North, Fourth Floor
Lansing, Michigan 48933
(517) 487-6555
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Cristin Reid English John Sharp
General Counsel Securities Counsel
Capitol Bancorp Limited Strobl Cunningham Caretti & Sharp PC
200 Washington Square North, Fourth Floor 300 East Long Lake Road, Suite 200
Lansing, MI 48933 Bloomfield Hills, MI 48304
(517) 487-6555 (248) 540-2300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title Of Each Proposed Maximum Proposed Maximum
Class Of Securities Being Amount To Be Offering Price Aggregate Offering Amount Of
Registered Registered (1) Per Share (2) Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common stock (no par value) 417,532 $10.50 $4,384,086 $1,202
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</TABLE>
(1) Based on 124,400 shares of common stock, $6.50 par value, of Muskegon
Commerce Bank, which is the maximum number of shares of Muskegon common
stock (excluding shares held by Capitol) that may be outstanding
immediately prior to the consummation of the exchange transaction. Also
based on 181,300 shares of common stock, $6.50 par value, of Kent Commerce
Bank, which is the maximum number of shares of Kent common stock (excluding
shares held by Capitol) that may be outstanding immediately prior to the
consummation of the exchange transaction. Based also on an assumed exchange
ratio of 1.574910 and 1.222355 shares of Capitol common stock for each
share of Muskegon and Kent common stock, respectively.
(2) Pursuant to Rules 457(f)(1) and 457(c) under the Securities Act of 1933, as
amended, the registration fee has been calculated based on a price of
$10.50 per share of Capitol common stock (the average of the high and low
price per share of common stock of Capitol as reported on the Nasdaq
National Market on November 14, 2000), and the maximum number of shares of
Capitol common stock that may be issued in the consummation of the exchange
transactions contemplated.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in Lansing,
Michigan on November 30, 2000.
CAPITOL BANCORP LTD.
By: /s/ JOSEPH D. REID
-----------------------
JOSEPH D. REID
Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities indicated on November 30, 2000.
Signature Title
--------- -----
/s/ JOSEPH D. REID Chairman of the Board, President
--------------------------- and Chief Executive Officer,
JOSEPH D. REID Director (Principal Executive Officer)
/s/ LEE W. HENDRICKSON Chief Financial Officer (Principal
--------------------------- Financial and Accounting Officer)
LEE W. HENDRICKSON
/s/ ROBERT C. CARR * Executive Vice President, Treasurer, Director
---------------------------
ROBERT C. CARR
/s/ DAVID O'LEARY * Secretary, Director
---------------------------
DAVID O'LEARY
/s/ LOUIS G. ALLEN * Director
---------------------------
LOUIS G. ALLEN
/s/ PAUL R. BALLARD * Director
---------------------------
PAUL R. BALLARD
/s/ DAVID L. BECKER * Director
---------------------------
DAVID L. BECKER
II-1
<PAGE>
Signature Title
--------- -----
/s/ DOUGLAS E. CRIST Director
---------------------------
DOUGLAS E. CRIST
Director
---------------------------
JAMES C. EPOLITO
/s/ GARY A. FALKENBERG * Director
---------------------------
GARY A. FALKENBERG
Director
---------------------------
JOEL I. FERGUSON
/s/ KATHLEEN A. GASKIN * Director
---------------------------
KATHLEEN A. GASKIN
/s/ H. NICHOLAS GENOVA * Director
---------------------------
H. NICHOLAS GENOVA
/s/ L. DOUGLAS JOHNS * Director
---------------------------
L. DOUGLAS JOHNS
/s/ MICHAEL E. KASTEN * Director
---------------------------
MICHAEL L. KASTEN
/s/ LEONARD MAAS * Director
---------------------------
LEONARD MAAS
/s/ LYLE W. MILLER * Director
---------------------------
LYLE W. MILLER
* By: /s/ JOSEPH D. REID
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JOSEPH D. REID
Attorney-in-Fact
II-2
