First Interstate BancSystem (FIBK) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on August 18, 2008

Registration No. 333-                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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	81-0331430
(State or other Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

400 North 31^st Street, Billings, Montana 59116
(Address of Principal Executive Offices and Zip Code)

FIRST INTERSTATE BANCSYSTEM, INC. EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED

SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE BANCSYSTEM, INC., 2006
RESTATEMENT, AS AMENDED

(Full titles of plans)

Terrill R. Moore
Executive 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) 255-5390
(Telephone number, including area code, of agent for service)

With a Copy to:
Holland & Hart LLP
Attn: David G. Angerbauer, Esq.
60 East South Temple, Suite 2000
Salt Lake City, Utah 84111
(801) 799-5800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero  Accelerated filero  Non-accelerated filer  þ
(Do not check if a smaller reporting company) Smaller Reporting Companyo 

CALCULATION OF REGISTRATION FEE

			Proposed		Proposed
	Amount to be		maximum offering		maximum aggregate		Amount of
Title of securities to be registered (1)	registered (2)		price per share (3)		offering price		registration fee
Common Stock (no par value)		2,000,000	$	77.00	$	154,000,000	$	6,052.20

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock, no par value, which are issued or become issuable under the First Interstate BancSystem, Inc. Employee Stock Purchase Plan, as amended and restated, and the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement, as amended, to prevent dilution resulting from any stock split, stock dividend or similar transactions.
(2)	In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement, as amended.
(3)	Calculated in accordance with Rule 457(h) under the Securities Act, based upon the latest appraised value of $77.00 per share as of June 30, 2008, as established on August 13, 2008.

EXPLANATORY NOTE

     This Registration Statement on Form S-8 is being filed pursuant to General Instruction E for Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register 2,000,000 additional shares of the registrant’s common stock available for issuance pursuant to the First Interstate BancSystem, Inc. Employee Stock Purchase Plan, as amended and restated, and the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement, as amended. This Registration Statement incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 related to the plans previously filed on (i) May 19, 1998 (Reg. No. 333-53011), and (ii) April 22, 1999 (Reg. No. 333-76825), including all exhibits and amendments thereto and all periodic reports of the Registrant that were filed subsequent to the prior Form S-8s and which are incorporated by reference into such Form S-8s.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.      EXHIBITS

Regulation S-K
Exhibit			Document
	4.1(1)		Form of Shareholder’s Agreement for non-Scott family members dated August 19, 2002.
	4.30		First Interstate BancSystem, Inc. Employee Stock Purchase Plan, as amended and restated effective April 30, 2008.
	4.31	(2)	Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement.
	4.32	(3)	First Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement.
	4.33	(3)	Second Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement.
	4.34		Third Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement.
	5		Opinion of Holland & Hart LLP, as to the legality of securities being registered.
	23.1		Consent of McGladrey & Pullen LLP.
	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 Registrant’s Post-Effective Amendment No. 2 to Registration Statement on Form S-8, No. 333-76825.
(2)	Incorporated by reference to the Registrant’s Post-Effective Amendment No. 6 to Registration Statement on Form S-8, No. 333-76825.
(3)	Incorporated by reference to the Registrant’s Post-Effective Amendment No. 5 to Registration Statement on Form S-8, No. 333-53011.

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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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Billings, State of Montana, on August 18, 2008.

First Interstate BancSystem, Inc.
By:	/s/Lyle R. Knight
	Lyle R. Knight
	President and 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 Lyle R. Knight 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 18, 2008.

Signature	Title
/s/ Thomas W. ScottThomas W. Scott	Chairman of the Board
/s/James R. ScottJames R. Scott	Vice Chairman of the Board
/s/Elouise C. CobellElouise C. Cobell	Director
/s/Steven J. CorningSteven J. Corning	Director
/s/David H. CrumDavid H. Crum	Director
/s/Richard A. DornRichard A. Dorn	Director
/s/William B. EbzeryWilliam B. Ebzery	Director
/s/Charles E. HartCharles E. Hart	Director

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Signature	Title
/s/James W. HaughJames W. Haugh	Director
/s/Charles M. HeynemanCharles M. Heyneman	Director
/s/Lyle R. KnightLyle R. Knight	President and Chief Executive Officer, Director  (Principal Executive Officer)
Terry W. Payne	Director
/s/Jonathan R. ScottJonathan R. Scott	Director
/s/Julie A. ScottJulie A. Scott	Director
/s/Randall I. ScottRandall I. Scott	Director
/s/Michael J. ScottMichael J. Sullivan	Director
/s/Sandra A. Scott SuzorSandra A. Scott Suzor	Director
/s/Martin A. WhiteMartin A. White	Director
/s/Terrill R. MooreTerrill R. Moore	Executive Vice President, Chief Financial Officer  (Principal Financial and Accounting Officer)

2.SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE BANSYSTEM, INC.

     Pursuant to the requirements of the Securities Act, the trustee has duly caused this caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Billings, State of Montana, on August 18, 2008.

Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc.

/s/Lyle R. Knight

By: Lyle R. Knight

Its: Chairman, First Interstate BancSystem, Inc.
Benefits Committee, Plan Administrator of the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc.

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FIRST INTERSTATE BANCSYSTEM, INC.

EXHIBITS INDEX

Regulation S-K
Exhibit			Document
	4.1(1)		Form of Shareholder’s Agreement for non-Scott family members dated August 19, 2002.
	4.30		First Interstate BancSystem, Inc. Employee Stock Purchase Plan, as amended and restated effective April 30, 2008.
	4.31	(2)	Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement.
	4.32	(3)	First Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement.
	4.33	(3)	Second Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement.
	4.34		Third Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement.
	5		Opinion of Holland & Hart LLP, as to the legality of securities being registered.
	23.1		Consent of McGladrey & Pullen LLP.
	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 Registrant’s Post-Effective Amendment No. 2 to Registration Statement on Form S-8, No. 333-76825.
(2)	Incorporated by reference to the Registrant’s Post-Effective Amendment No. 6 to Registration Statement on Form S-8, No. 333-76825.
(3)	Incorporated by reference to the Registrant’s Post-Effective Amendment No. 5 to Registration Statement on Form S-8, No. 333-53011.

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