As filed with the Securities and Exchange Commission on August 22, 2003
Registration No. 333-53011
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST INTERSTATE BANCSYSTEM, INC.
(Exact name of issuer as specified in its charter)
Montana (State or other Jurisdiction of incorporation or organization) |
81-0331430 (I.R.S. Employer Identification Number) |
401 North 31st Street, Billings, Montana 59116
(Address of Principal Executive Offices and Zip Code)
SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE BANCSYSTEM, INC., 2002 RESTATEMENT
FIRST INTERSTATE BANCSYSTEM, INC. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS PLAN, AS AMENDED, AND
FIRST INTERSTATE BANCSYSTEM, INC. EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED
(Full titles of plans)
Terrill R. Moore
Senior Vice President and Chief Financial Officer
FIRST INTERSTATE BANCSYSTEM, INC.
401 North 31st Street
Billings, Montana 59116
(Name and address of agent for service)
(406) 255-5300
(Telephone number, including area code, of agent for service)
With Copy to:
Holland & Hart LLP
Attn: Dennis M. Jackson, Esq.
555 Seventeenth Street, Suite 3200
Denver, Colorado 80202
(303) 295-8115
EXPLANATORY NOTE | ||||||||
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT | ||||||||
SIGNATURES | ||||||||
POWER OF ATTORNEY | ||||||||
FIRST INTERSTATE BANCSYSTEM, INC. | ||||||||
EXHIBITS INDEX |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Commission File No. 333-53011) is being filed solely for the purpose of amending the exhibit list as follows.
| Include Amendment of Bylaws of First Interstate BancSystem, Inc. dated March 18, 1999 (Exhibit 4.28) | |
| Include Amendment to Bylaws of First Interstate BancSystem, Inc. dated May 18, 2001 (Exhibit 4.31) | |
| Include Form of Charity Shareholders Agreement with charitable shareholders (Exhibit 4.20) | |
| Include Form of Shareholders Agreement for non-Scott family members dated August 24, 2001(Exhibit 4.26) | |
| Include Shareholders Agreement for non-Scott family members dated August 19, 2002 (Exhibit 4.27) | |
| Replace Employee Stock Purchase Plan of the Registrant, dated May 1, 1998 (Exhibit 4.16) with Employee Stock Purchase Plan of the Registrant, as amended and restated effective April 30, 2003 (Exhibit 4.30) | |
| Replace First Interstate Stockholders Agreement with Scott Family members and amendment thereto (Exhibits 4.17 and 4.19) with Shareholders Agreement with Scott Family Members dated January 11, 1999 (Exhibit 4.29) | |
| Replace Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., as amended December 31, 1994 and all amendments thereto (Exhibits 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15) with Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. 2002 Restatement and the first amendment thereto (Exhibits 4.32 and 4.33). |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS
Regulation S-K | ||||||||||
Exhibit | Document | |||||||||
4.1 | (1) | Restated Articles of Incorporation of the Registrant dated February 27, 1986 | ||||||||
4.2 | (2) | Articles of Amendment to Restated Articles of Incorporation of the Registrant dated September 19, 1996 | ||||||||
4.3 | (2) | Articles of Amendment to Restated Articles of Incorporation of the Registrant dated September 19, 1996 | ||||||||
4.4 | (3) | Articles of Amendment to Restated Articles of Incorporation of the Registrant dated October 7, 1997 | ||||||||
4.5 | (6) | Bylaws of the Registrant |
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Regulation S-K | ||||
Exhibit | Document | |||
4.6(5) | Specimen of common stock certificate of First Interstate BancSystem, Inc. | |||
4.7* | Shareholders Agreement for non-Scott family members | |||
4.15(1) | Stock Option and Stock Appreciation Rights Plan of the Registrant, as amended. | |||
4.20(10) | Form of Charity Shareholders Agreement with charitable shareholders. | |||
4.26(10) | Form of Shareholders Agreement for non-Scott family members dated August 24, 2001. | |||
4.27(8) | Form of Shareholders Agreement for non-Scott family members dated August 19, 2002. | |||
4.28(4) | Amendment of Bylaws of First Interstate BancSystem, Inc. dated March 18, 1999. | |||
4.29(11) | Shareholders Agreement with Scott Family Members dated January 11, 1999. | |||
4.30(9) | Employee Stock Purchase Plan of the Registrant, as amended and restated effective April 30, 2003. | |||
4.31(7) | Amendment to Bylaws of First Interstate BancSystem, Inc. dated May 18, 2001. | |||
4.32(9) | Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. 2002 Restatement. | |||
4.33(9) | First Amendment to Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. 2002 Restatement, dated August 4, 2003. | |||
5* | Opinion of Holland & Hart LLP, as to the legality of securities being registered. | |||
23.1* | Consent of KPMG LLP, Independent Certified Public Accountants. | |||
23.2* | Consent of Holland & Hart LLP (contained in Exhibit 5) | |||
24 | Power of Attorney (included on page 4 of this Registration Statement) |
(1) | Incorporated by reference to the Registrants Registration Statement on Form S-1, No. 333-84540. | |
(2) | Incorporated by reference to the Registrants Form 8-K dated October 1, 1996. | |
(3) | Incorporated by reference to the Registrants Registration Statement on Form S-1, No. 333-37847. | |
(4) | Incorporated by reference to the Registrants Form 10-K for the fiscal year ended December 31, 1999, No. 033-64304. | |
(5) | Incorporated by reference to the Registrants Registration Statement on Form S-1, No. 333-3250. | |
(6) | Incorporated by reference to the Registrants Registration Statement on Form S-1, No. 333-25633. | |
(7) | Incorporated by reference to the Registrants Registration Statement on Form S-8, No. 333-69490. |
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(8) | Incorporated by reference to the Registrants Post Effective Amendment No. 2 to Registration Statement on Form S-8, No. 333-76825. | |
(9) | Incorporated by reference to the Registrants Post Effective Amendment No. 3 to Registration Statement on Form S-8, No. 333-76825. | |
(10) | Incorporated by reference to the Registrants Post Effective Amendment No. 1 to Registration Statement on Form S-8, No. 333-76825. | |
(11) | Incorporated by reference to the Registrants Registration Statement on Form S-8, No. 333-76825. | |
* | Previously filed. |
SIGNATURES
1. REGISTRANT
Pursuant to the requirements of the Securities Act, 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 Post Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Billings, State of Montana, on August 22, 2003.
First Interstate BancSystem, Inc. | ||
By: |
/s/ Thomas W. Scott Thomas W. Scott Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature to this Registration Statement appears below hereby constitutes and appoints Thomas W. Scott and Terrill R. Moore, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his behalf individually and in the capacity stated below, and to perform any acts necessary to be done in order to file all amendments and post-effective amendments to this Registration Statement, and any and all instruments or documents filed as part of or in connection with this Registration Statement or the amendments thereto and each of the undersigned does hereby ratify and confirm all that such attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed below by the following persons in the capacities indicated on August 22, 2003.
SIGNATURE | TITLE | |
/s/ Homer A. Scott, Jr. Homer A. Scott, Jr.** |
Chairman of the Board | |
/s/ Randall I. Scott Randall I. Scott** |
Director | |
/s/ James R. Scott James R. Scott** |
Vice Chairman of the Board | |
Sandra Scott Suzor |
Director |
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SIGNATURE | TITLE | |
/s/ John M. Heyneman, Jr. John M. Heyneman, Jr.** |
Director | |
/s/ Joel T. Long Joel T. Long** |
Director | |
/s/ Lyle R. Knight Lyle R. Knight |
President and Chief Operating Officer, Director | |
Terry W. Payne |
Director | |
/s/ James W. Haugh James W. Haugh** |
Director | |
/s/ Thomas W. Scott Thomas W. Scott |
Chief Executive Officer and Director (Principal Executive Officer) |
|
C. Gary Jennings |
Director | |
/s/ Robert L. Nance Robert L. Nance |
Director | |
Julie A. Scott |
Director | |
Elouise C. Cobell |
Director | |
/s/ Richard A. Dorn
Richard A. Dorn |
Director | |
Michael J. Sullivan |
Director | |
/s/ William B. Ebzery
William B. Ebzery |
Director | |
David H. Crum |
Director | |
/s/ Terrill R. Moore Terrill R. Moore |
Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) |
|
** By Power of Attorney | /s/ Terrill R. Moore Terrill R. Moore Attorney-in-Fact |
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2. | SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE BANSYSTEM, INC., 2002 RESTATEMENT |
Pursuant to the requirements of the Securities Act, the trustee has duly caused this Post Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Billings, State of Montana, on August 22, 2003.
Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2002 Restatement |
/s/ Richard A. McCann By: Richard A. McCann Its: Trustee |
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FIRST INTERSTATE BANCSYSTEM, INC.
EXHIBITS INDEX
Exhibit | Document | |
4.1(1) | Restated Articles of Incorporation of the Registrant dated February 27, 1986 | |
4.2(2) | Articles of Amendment to Restated Articles of Incorporation of the Registrant dated September 19, 1996 | |
4.3(2) | Articles of Amendment to Restated Articles of Incorporation of the Registrant dated September 19, 1996 | |
4.4(3) | Articles of Amendment to Restated Articles of Incorporation of the Registrant dated October 7, 1997 | |
4.5(6) | Bylaws of the Registrant | |
4.6(5) | Specimen of common stock certificate of First Interstate BancSystem, Inc. | |
4.7* | Shareholders Agreement for non-Scott family members | |
4.15(1) | Stock Option and Stock Appreciation Rights Plan of the Registrant, as amended. | |
4.20(10) | Form of Charity Shareholders Agreement with charitable shareholders. | |
4.26(10) | Form of Shareholders Agreement for non-Scott family members dated August 24, 2001. | |
4.27(8) | Form of Shareholders Agreement for non-Scott family members dated August 19, 2002. | |
4.28(4) | Amendment of Bylaws of First Interstate BancSystem, Inc. dated March 18, 1999. | |
4.29(11) | Shareholders Agreement with Scott Family Members dated January 11, 1999. | |
4.30(9) | Employee Stock Purchase Plan of the Registrant, as amended and restated effective April 30, 2003. | |
4.31(7) | Amendment to Bylaws of First Interstate BancSystem, Inc. dated May 18, 2001. Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. 2002 Restatement. | |
4.32(9) | First Amendment to Savings and Profit Sharing Plan for Employees of First | |
4.33(9) | Interstate BancSystem, Inc. 2002 Restatement, dated August 4, 2003. | |
5* | Opinion of Holland & Hart LLP, as to the legality of securities being registered. | |
23.1* | Consent of KPMG LLP, Independent Certified Public Accountants. |
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Exhibit | Document | |
23.2* | Consent of Holland & Hart LLP (contained in Exhibit 5) | |
24 | Power of Attorney (included on page 4 of this Registration Statement) |
(1) | Incorporated by reference to the Registrants Registration Statement on Form S-1, No. 333-84540. | |
(2) | Incorporated by reference to the Registrants Form 8-K dated October 1, 1996. | |
(3) | Incorporated by reference to the Registrants Registration Statement on Form S-1, No. 333-37847. | |
(4) | Incorporated by reference to the Registrants Form 10-K for the fiscal year ended December 31, 1999, No. 033-64304. | |
(5) | Incorporated by reference to the Registrants Registration Statement on Form S-1, No. 333-3250. | |
(6) | Incorporated by reference to the Registrants Registration Statement on Form S-1, No. 333-25633. | |
(7) | Incorporated by reference to the Registrants Registration Statement on Form S-8, No. 333-69490. | |
(8) | Incorporated by reference to the Registrants Post Effective Amendment No. 2 to Registration Statement on Form S-8, No. 333-76825. | |
(9) | Incorporated by reference to the Registrants Post Effective Amendment No. 3 to Registration Statement on Form S-8, No. 333-76825. | |
(10) | Incorporated by reference to the Registrants Post Effective Amendment No. 1 to Registration Statement on Form S-8, No. 333-76825. | |
(11) | Incorporated by reference to the Registrants Registration Statement on Form S-8, No. 333-76825. | |
* | Previously filed. |
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