REGISTRATION NO. ______________
___________________________________________________________________________
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
OLD KENT FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-1986608
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Vandenberg Center, Grand Rapids, Michigan 49503
(Address of principal executive offices, zip code)
INCENTIVE STOCK OPTION PLAN FOR
EMPLOYEE OPTIONHOLDERS OF FIRST NATIONAL BANK CORP.
(Full title of the plan)
Richard W. Wroten Gordon R. Lewis
Executive Vice President With Warner Norcross & Judd LLP
and Chief Financial Officer a copy 900 Old Kent Building
Old Kent Financial Corporation To: 111 Lyon Street, N.W.
One Vandenberg Center Grand Rapids, Michigan 49503-2489
Grand Rapids, Michigan 49503-2489
(Name and address of agent for service)
(616) 771-5808
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Per Offering Registration
Registered Registered Share(2) Price Fee
Common Stock, 102,797(1) $15.94 $1,639,090.91(3) $565.20
$1 Par Value
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(1) Plus such indeterminate number of additional shares as may be required to be
issued in the event of an adjustment as a result of an increase in the number
of issued shares of Common Stock resulting from a subdivision of such shares,
the payment of stock dividends or certain other capital adjustments.
(2) Average offering price per unit. The offering price per unit is based on the
contracted option exercise price, which varies by option.
(3) Aggregate option exercise price.
PART II.
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by reference:
(a) The registrant's Form 10-K Annual Report for its fiscal
year ended December 31, 1993.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report referred to in (a)
above.
(c) The description of the registrant's common stock, $1
par value, which is contained in the registrant's Form 8-B
Registration Statement filed under the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the registrant pursuant to
Section 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part of this
registration statement from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Old Kent's Restated Articles of Incorporation require
indemnification of Old Kent's directors to the maximum extent permitted by
the Michigan Business Corporation Act. The Restated Articles of
Incorporation vest in Old Kent's board of directors the discretion to
provide the same degree of indemnification to Old Kent's officers on a
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case-by-case basis. The following is a summary of the pertinent provisions
of the Michigan Business Corporation Act.
Sections 561-569 of the Michigan Business Corporation Act contain
provisions governing the indemnification of officers and directors by
Michigan corporations. That statute provides that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation), by reason of
the fact that he is or was a director, officer, employee, or agent of the
corporation or serving another corporation or other enterprise at the
request of the corporation, against expenses, including attorney fees,
judgments, penalties, fines, and amounts paid in settlement, actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation or its
shareholders, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.
Indemnification of expenses, including attorney fees, is allowed
in derivative actions, except that no indemnification is allowed in respect
of any claim, issue, or matter as to which such person shall have been
found liable to the corporation unless a court decides indemnification is
proper. To the extent any such person succeeds on the merits or otherwise,
he or she is entitled to be indemnified against expenses, including
attorney fees. A determination that the person to be indemnified meets the
applicable standard of conduct may be made by a court, by the board of
directors by a majority vote of a quorum consisting of directors who were
not parties to such action, by a majority vote of a committee designated by
the board of directors consisting of two or more directors not parties to
the action, suit, or proceeding, by independent legal counsel, or by the
shareholders. Expenses may be paid in advance. A corporation may purchase
indemnity insurance.
Old Kent has insurance which provides liability coverage to
directors and officers of Old Kent and its subsidiaries with respect to
claims for any actual or alleged error, misstatement, misleading statement,
act, or omission, or neglect or breach of duty by such directors or
officers in the discharge of their duties solely in their capacity as
directors or officers, individually or collectively, or any matter claimed
against them solely by reason of their being such directors or officers.
Item 7. Exemption From Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
The following exhibits have been filed as part of this
registration statement:
Number Exhibit
4(a) Incentive Stock Option Plan for Employee Optionholders of
First National Bank Corp.
4(b) Restated Articles of Incorporation. Previously filed as an
exhibit to Registrant's Form 10-Q Quarterly Report for the
quarter ended March 31, 1993. Here incorporated by
reference.
4(c) Bylaws. Previously filed as an exhibit to Registrant's Form
10-K Annual Report for its fiscal year ended December 31,
1993. Here incorporated by reference.
5 Opinion of Counsel.
23(a) Consent of Independent Public Accountants.
23(b) Consent of Counsel. Contained in Exhibit 5.
24 Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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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 Grand Rapids and the State of
Michigan, on this 30th day of January, 1995.
OLD KENT FINANCIAL CORPORATION
By /s/ Richard W. Wroten
Richard W. Wroten
Executive Vice President and Chief
Financial Officer (Principal Financial
Officer, Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 Registration Statement has been signed by the following persons in
the capacities indicated.
Date Name and Title
Date: January 30, 1995 /s/ John M. Bissell*
John M. Bissell
Director
Date: January 30, 1995 /s/ John D. Boyles*
John D. Boyles
Director
Date: January 30, 1995 /s/ John C. Canepa*
John C. Canepa
Chairman of the Board,
President, Chief Executive Officer, and
Director (Principal Executive Officer)
Date: January __, 1995 ___________________________________
Richard M. DeVos, Jr.
Director
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Date Name and Title
Date: January __, 1995 ___________________________________
Earl D. Holton
Director
Date: January 30, 1995 /s/ Michael J. Jandernoa*
Michael J. Jandernoa
Director
Date: January 30, 1995 /s/ John P. Keller*
John P. Keller
Director
Date: January 30, 1995 /s/ Jerry K. Myers*
Jerry K. Myers
Director
Date: January 30, 1995 /s/ William U. Parfet*
William U. Parfet
Director
Date: January 30, 1995 /s/ Percy Pierre*
Percy Pierre
Director
Date: January 30, 1995 /s/ Robert L. Sadler*
Robert L. Sadler
Vice Chairman of the Board and
Director
Date: January 30, 1995 /s/ Peter F. Secchia*
Peter F. Secchia
Director
Date: January 30, 1995 /s/ B. P. Sherwood, III*
B. P. Sherwood, III
Vice Chairman of the Board,
Treasurer, and Director
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Date Name and Title
Date: January 30, 1995 /s/ David J. Wagner*
David J. Wagner
President and Director
Date: January 30, 1995 /s/ Richard W. Wroten
Richard W. Wroten
Executive Vice President and Chief
Financial Officer (Principal Financial
and Accounting Officer)
*By /s/ Richard W. Wroten
Richard W. Wroten
(Attorney-in-Fact)
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EXHIBIT INDEX
Page
Number Exhibit Number
4(a) Incentive Stock Option Plan for Employee 10
Optionholders of
First National Bank Corp.
4(b) Restated Articles of Incorporation. *
Previously filed as an exhibit to the
Registrant's Form 10-Q Quarterly Report for
its fiscal quarter ended March 31, 1993.
4(c) Bylaws. Previously filed as an exhibit to *
the Registrant's Form 10-K Annual Report for
its fiscal year ended December 31, 1993.
5 Opinion of Counsel. 12
23(a) Consent of Independent Certified Public 13
Accountants.
23(b) Consent of Counsel (See Exhibit 5). 12
24 Powers of Attorney. 14
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_____________________________
*Incorporated by reference.
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