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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________
PINNACLE FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2671129
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
830 PLEASANT STREET, ST. JOSEPH, MICHIGAN 49085, (616) 983-6311
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
PINNACLE FINANCIAL SERVICES, INC.
EXECUTIVE LONG-TERM INCENTIVE PLAN
(also known as PINNACLE FINANCIAL SERVICES, INC. 1993 STOCK OPTION PLAN)
(Full title of the plan)
JOHN A. NEWCOMER
Corporate Affairs Officer
Pinnacle Financial Services, Inc.
830 Pleasant Street
St. Joseph, Michigan 49085
(616) 983-6311
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_____________
Copy to:
J. KEVIN TRIMMER, ESQ.
Miller, Canfield, Paddock and Stone, P.L.C.
1400 North Woodward Avenue
Suite 100
Bloomfield Hills, Michigan 48304
(248) 645-5000
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per share(1) aggregate offering price(1) registration fee
- --------------------------- ------------ --------------------------- --------------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 350,000 shares $29.00 $10,150,000 $3,171.88
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(h)(1) under the Securities Act, the offering
price and the registration fee are based upon the average bid and asked
prices of the Common Stock as reported on the National Association of
Securities Dealers Automated Quotation System on July 28, 1997 ($29.00 per
share).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
As permitted by General Instruction E to Form S-8, the contents of the
Registration Statement on Form S-8 relating to the Pinnacle Financial
Services Inc. Executive Long-Term Incentive Plan which was filed by
registrant with the Commission on July 14, 1994 (Commission File No. 33-8488)
are incorporated herein by reference.
ITEM 8. EXHIBITS.
The following exhibits are furnished with this Registration Statement:
Item 601 Regulation
S-K Exhibit
Reference No. Exhibit Description
------------- -------------------
(4)(a) Restated Articles of Incorporation of Pinnacle
Financial Services, Inc. as filed with the
Department of Commerce of the State of Michigan on
December 6, 1996 (filed as Exhibit (3)(a)/(4)(a)
to Registrant's Registration Statement on Form S-4
and incorporated herein by reference) (Registration
No. 333-19729).
(4)(b) Specimen certificate for registrant's Common Stock
(filed as Exhibit (4)(c) to Registrant's
Registration Statement on Form S-2 and
incorporated herein by reference) (Registration
No. 33-95974).
(4)(c) Bylaws of the registrant (filed as Exhibit
(3)(b)/(4)(b) to Registrant's Registration
Statement on Form S-2 and incorporated herein by
reference) (Registration No. 33-95974).
(4)(d) Pinnacle Financial Services, Inc. Executive
Long-Term Incentive Plan also known as Pinnacle
Financial Services, Inc. 1993 Stock Option Plan
(filed as Exhibit A to Registrant's proxy
statement dated March 23, 1993 and incorporated
herein by reference) (Commission File
No. 0-17937).
(4)(e) First Amendment to Pinnacle Financial Services,
Inc. Executive Long-Term Incentive Plan also known
as Pinnacle Financial Services, Inc. 1993 Stock
Option Plan (filed as Exhibit (10)(e) to
Registrant's Registration Statement on Form S-4
and incorporated herein by reference)(Registration
No. 333-19729).
(5) Opinion and consent of Miller, Canfield, Paddock
and Stone, P.L.C.*
(15) (not applicable)
II-1
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(23)(a) Consent of Miller, Canfield, Paddock and Stone,
P.L.C. (contained in Exhibit (5))
(23)(b) Consent of KPMG Peat Marwick LLP, independent
certified public accountants*
(24) Powers of attorney (contained in the signature
pages hereto)
(99) (not applicable)
______________________________
* Filed herewith
II-2
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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 St. Joseph, State of Michigan, on July 30, 1997.
PINNACLE FINANCIAL SERVICES, INC.
By /s/ Richard L. Schanze
------------------------------------------
Richard L. Schanze
Chairman and Chief Executive Officer
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 Richard L. Schanze,
Arnold L. Weaver, Donald E. Radde, and David W. Kolhagen, and each of them
severally, his true and lawful attorney to execute in his or her 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
and 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
---------- ----- ----
(1) Principal Executive Officer:
/s/ Richard L. Schanze
- -------------------------------- Chairman and Chief Executive July 30, 1997
Richard L. Schanze Officer
(2) Principal Financial Officer
and Principal Accounting Officer:
/s/ David W. Kolhagen
- -------------------------------- Senior Vice President, July 30, 1997
David W. Kolhagen Treasurer and Chief
Financial Officer
(3) Directors:
/s/ John P. Cunningham
- -------------------------------- Director July 30, 1997
John P. Cunningham
S-1
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/s/ Charles R. Edinger
- -------------------------------- Director July 30, 1997
Charles R. Edinger
/s/ John D. Fetters
- -------------------------------- Director July 30, 1997
John D. Fetters
/s/ Terrence A. Friedman
- -------------------------------- Director July 30, 1997
Terrence A. Friedman
/s/ Richard L. Schanze
- -------------------------------- Chairman, Chief Executive July 30, 1997
Richard L. Schanze Officer and Director
/s/ Kay F. Varga
- -------------------------------- Director July 30, 1997
Kay F. Varga
/s/ Arnold L. Weaver
- -------------------------------- President and Director July 30, 1997
Arnold L. Weaver
/s/ Alton C. Wendzel
- -------------------------------- Director July 30, 1997
Alton C. Wendzel
S-2
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
Exhibits Filed Herewith
(5) -- Opinion and consent of Miller, Canfield,
Paddock and Stone, P.L.C.
(23)(b) -- Consent of KPMG Peat Marwick LLP
(24) -- Powers of attorney (contained in the signature
pages hereto)
E-1
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Exhibit (5)
[MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. LETTERHEAD]
July 30, 1997
Pinnacle Financial Services, Inc.
830 Pleasant Street
St. Joseph, MI 49085
Gentlemen:
With respect to the registration statement on Form S-8 (the "Registration
Statement") being filed today with the Securities and Exchange Commission by
Pinnacle Financial Services, Inc., a Michigan corporation (the "Company"),
for the purpose of registering under the Securities Act of 1933, as amended,
350,000 shares of the common stock, no par value, of the Company (the
"Registered Shares") that may be acquired under and pursuant to the Pinnacle
Financial Services, Inc. Executive Long-Term Incentive Plan (also known as
the Pinnacle Financial Services, Inc. 1993 Stock Option Plan) (the "Plan") by
Plan participants, 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 legally authorized.
2. When the Registration Statement has become effective and any newly
issued Registered Shares have been sold in accordance with the Plan and paid
for, said newly issued 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.
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Exhibit (23)(b)
[KPMG PEAT MARWICK LLP LETTERHEAD]
The Board of Directors
Pinnacle Financial Services, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Pinnacle Financial Services, Inc. of our dated March 3, 1997, on the
consolidated financial statements of Pinnacle Financial Services, Inc.
KPMG Peat Marwick LLP
Chicago, Illinois
July 29, 1997
