As filed with the Securities and Exchange Commission on June 29, 2005 | Registration No. 333-___ |
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAPITOL BANCORP LTD.
Michigan (State or other jurisdiction of incorporation or organization) | 38-2761672 (I.R.S. Employer Identification No.) |
Capitol Bancorp Center
200 Washington Square North, Fourth Floor, Lansing, Michigan 48933
CAPITOL BANCORP LTD. 2003 STOCK PLAN
(Full Title of the Plan)
Cristin Reid English, Esq.
Capitol Bancorp Ltd.
Capitol Bancorp Center
200 Washington Square North, Fourth Floor, Lansing, Michigan 48933
(Name and Address of Agent for Service)
Telephone Number, Including Area Code, of Agent for Service: (517) 487-6555
Phillip D. Torrence, Esq.
Miller, Canfield, Paddock and Stone, P.L.C.
444 West Michigan Avenue
Kalamazoo, Michigan 49007
(269) 383-5804
CALCULATION OF REGISTRATION FEE | ||||||||||||||
Title of Securities | Amount To Be | Proposed Maximum | Proposed Maximum | Amount of | ||||||||||
to be Registered | Registered | Offering Price Per Share | Aggregate Offering Price | Registration Fee | ||||||||||
Common Stock | 1,000,000 shares(1)(2) | $31.585(3) | $31,585,000.00(3) | $3717.55(3) | ||||||||||
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Registration Statement on Form S-8 (Registration No. 333-105314) filed on May 16, 2003, are incorporated by reference.
PURPOSE OF THIS FORM S-8:
The purpose of this Form S-8 is to register an additional 1,000,000 shares of Common Stock which have been reserved for issuance under the Capitol Bancorp Ltd. 2003 Stock Plan (the “Plan”). The 1,000,000 shares of Common Stock registered on this Form S-8 were reserved for issuance under the Plan pursuant to approvals received at the Capitol Bancorp Ltd. Annual Meeting of Shareholders held on Thursday, May 5, 2005. At that meeting, the Shareholders approved the First Amendment to the Plan as set forth in the Capitol Bancorp Ltd. Proxy Statement dated March 31, 2005, increasing the authorized shares under the Plan from 1,000,000 to 2,000,000. The First Amendment to the Plan was approved by the Board of Directors on November 4, 2004.
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 City of Lansing, State of Michigan on June 29, 2005.
CAPITOL BANCORP LTD., a Michigan corporation | ||||
By: | /s/ Joseph D. Reid | |||
Joseph D. Reid | ||||
Chairman and Chief Executive Officer | ||||
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby constitutes and appoints Joseph D. Reid and Lee W. Hendrickson, and each of them, severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, under the Securities Act of 1933.
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 June 29, 2005.
Signature | Title | |
/s/ Joseph D. Reid Joseph D. Reid | Chairman of the Board, President, Chief Executive Officer and Director (principal executive officer) | |
/s/ Lee W. Hendrickson Lee W. Hendrickson | Chief Financial Officer (principal financial officer and principal accounting officer) | |
/s/ Joseph D. Reid Joseph D. Reid | Chairman of the Board, CEO and Director | |
/s/ Michael L. Kasten Michael L. Kasten | Vice Chairman of the Board and Director | |
/s/ Lyle W. Miller Lyle W. Miller | Vice Chairman of the Board and Director | |
/s/ Robert C. Carr Robert C. Carr | Vice Chairman of the Board, Executive Vice President, Treasurer and Director |
/s/ David O’ Leary David O’ Leary | Secretary and Director | |
/s/ Louis G. Allen Louis G. Allen | Director | |
/s/ Paul R. Ballard Paul R. Ballard | Director | |
/s/ David L. Becker David L. Becker | Director | |
Douglas E. Crist | Director | |
/s/ Michael J. Devine Michael J. Devine | Director | |
/s/ Cristin Reid English Cristin Reid English | Chief Operating Officer and Director | |
James C. Epolito | Director | |
/s/ Gary A. Falkenberg, D.O. Gary A. Falkenberg, D.O. | Director | |
/s/ Joel I. Ferguson Joel I. Ferguson | Director | |
/s/ Kathleen A. Gaskin Kathleen A. Gaskin | Director | |
/s/ H. Nicholas Genova H. Nicholas Genova | Director | |
/s/ Michael F. Hannley Michael F. Hannley | Director |
/s/ Lewis D. Johns Lewis D. Johns | Director | |
/s/ John S. Lewis John S. Lewis | President, Western Regions and Director | |
/s/ Leonard Maas Leonard Maas | Director | |
/s/ Kathryn L. Munro Kathryn L. Munro | Director | |
/s/ Myrl D. Nofziger Myrl D. Nofziger | Director | |
/s/ Ronald K. Sable Ronald K. Sable | Director |
INDEX TO EXHIBITS
Exhibit Number | Description | |
4 | Certificate of Amendment to Articles of Incorporation of Capitol Bancorp Ltd. increasing total authorized capital stock of the corporation from 25,000,000 to 50,000,000 shares with no par value* | |
5 | Opinion of Miller, Canfield, Paddock and Stone,p.l.c.* | |
23.1 | Consent of BDO Seidman, LLP* | |
23.2 | Consent of Miller, Canfield, Paddock and Stone, P.L.C.—included in Exhibit No. 5 | |
99.1 | Capitol Bancorp Ltd.’s 2003 Stock Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed October 29, 2004 | |
99.2 | First Amendment to the Capitol Bancorp Ltd. 2003 Stock Plan* |