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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1997 REGISTRATION NO.
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_________________________________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________________
CAPITOL BANCORP LTD.
(Exact name of Registrant as specified in its charter)
MICHIGAN 38-2761672
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE BUSINESS AND TRADE CENTER
200 WASHINGTON SQUARE NORTH
LANSING, MICHIGAN 48933
(Address of Principal executive offices) (Zip Code)
CAPITOL BANCORP, LTD.
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
(Full title of the plan)
JOSEPH D. REID, CHAIRMAN AND CEO
ONE BUSINESS AND TRADE CENTER
200 WASHINGTON SQUARE NORTH
LANSING, MI 48933
(Name and address of agent for service)
517/487-6555
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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Common Shares 100,000 Sh (1)(2) $17.625* $1,762,500* $534.09*
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
(2) Subject to adjustment for stock splits and similar events.
*The registration fee has been calculated pursuant to Rule 457(h), based on the
average of the high and low prices of the shares on June 26, 1997 as reported
on the Nasdaq National Market.
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PART I
Information Required In the Section 10(a) Prospectus
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s)
are not being filed with the SEC, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART II
Information Required In the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by Capitol Bancorp Ltd. (the "Company")
and the Capitol Bancorp, Ltd. Employee Savings and Stock Ownership Plan (the
"Plan") with the SEC are incorporated in and made a part of this Registration
Statement by reference, except to the extent that any statement or information
therein is modified, superseded or replaced by a statement or information
contained in any other subsequently filed document incorporated herein by
reference:
(a) The Company's and the Plan's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and, in the case
of the Company, the latest prospectus filed pursuant to Rule
424(b) under the Securities Act, which contains audited
financial statements for the Company's latest fiscal year for
which such statements have been filed or the Company's
effective registration statement on Form 10 or 20F filed under
the Exchange Act containing audited financial statements for
the Company's last fiscal year.
(b) All other reports, by the Company or the Plan filed pursuant
to Section 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the registration document referred
to in (a) above.
(c) If the class of securities to be offered is registered under
Section 12 of the Exchange Act, the description of that class
of securities which is contained in a registration statement
filed under the Exchange Act, including any amendment or
report filed for the purpose of updating that description.
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All reports and other documents subsequently filed by the Company or
the Plan pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act,
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 herein and to
be a part hereof from the date of the filing of such reports and 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.
The bylaws of the Registrant provide that the Registrant shall
indemnify to the full extent permitted by law, any person who is made, or
threatened to be made, a party to any action, suit or proceeding, including
those brought by or in the right of the Registrant, (whether civil, criminal,
administrative or investigative) by reason of the fact that he is or was a
director, officer, employee or agent of the Registrant or serves or served any
other enterprise at the request of the Registrant.
The Registrant's articles of incorporation also provide that a
director of the Registrant shall not be personally liable to the Registrant or
its shareholders for monetary damages for breach of the director's fiduciary
duty. However, it does not eliminate or limit the liability of a director for
any of the following: (1) a breach of the director's duty of loyalty to the
Registrant or its shareholders, (2) acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (3) a violation
of Section 551(l) of the Michigan Business Corporation Act, or (4) a
transaction from which the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits to this Registration Statement are listed in the Exhibit
Index of this Registration Statement, which Index is incorporated herein by
reference.
The Registrant will submit the Plan, attached as Exhibit 4, to the
Internal Revenue Service ("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the Plan.
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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;
(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.
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 the periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act, as amended, that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act, as amended, (and, where applicable, each filing of the Plan's
annual report pursuant to Section 15(d) of the Exchange Act, as amended) 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.
C. The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
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Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
D. Insofar as indemnification for liabilities arising under the
Securities Act, 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 SEC 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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 May 6, 1997.
CAPITOL BANCORP LTD.
By: /s/ Joseph D. Reid
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Joseph D. Reid
Chairman and CEO
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Signature Title Date
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/s/ Joseph D. Reid Chairman of the Board, President and 5/6/97
----------------------------------- Chief Executive Officer, Chairman of
Joseph D. Reid the Board of the Corporation's
subsidiaries and Director (Principal
Executive Officer)
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/s/ Robert C. Carr Treasurer and Executive Vice President 5/6/97
---------------------------------- and Director
Robert C. Carr
/s/ David O'Leary Secretary and Director 5/6/97
-----------------------------------
David O'Leary
/s/ Louis G. Allen Director 5/6/97
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Louis G. Allen
/s/ Lee W. Hendrickson Vice President and Chief Financial 6/25/97
----------------------------- Officer (Principal Financial Officer)
Lee W. Hendrickson
/s/ Paul R. Ballard Executive Vice President 5/6/97
---------------------------------- and Director
Paul R. Ballard
/s/ David L. Becker Director 5/6/97
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David L. Becker
/s/ Douglas E. Crist Director 5/6/97
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Douglas E. Crist
/s/ Richard G. Dorner Director 5/6/97
----------------------------------
Richard G. Dorner
/s/ Gary A. Falkenberg Director 5/6/97
-----------------------------
Gary A. Falkenberg
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Director
---------------------------------- __/__/97
Joel I. Ferguson
/s/ Kathleen A. Gaskin Director 5/6/97
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Kathleen A. Gaskin
/s/ H. Nicholas Genova Director 5/6/97
----------------------------
H. Nicholas Genova
/s/ Lewis D. Johns Director 5/6/97
------------------------------
Lewis D. Johns
Director 5/6/97
/s/ Michael L. Kasten
-----------------------------
Michael L. Kasten
/s/ James R. Kaye Director 5/6/97
-----------------------------
James R. Kaye
/s/ Leonard Maas Director 5/6/97
-----------------------------
Leonard Maas
/s/ Lyle W. Miller Director 5/6/97
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Lyle W. Miller
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
as amended the trustee and plan administrator of the employee benefit plan have
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 May 6, 1997.
CAPITOL BANCORP LTD.
ESOP COMMITTEE
PLAN ADMINISTRATOR
By: /s/ Joseph D. Reid
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for the Committee
PARAGON BANK & TRUST
PLAN TRUSTEE
By: /s/ Eric Hoogstra
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Its: Vice President
and Trust Officer
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Page
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4 The Capitol Bancorp, Ltd. Employee 10
Savings and Stock Ownership Plan
5 Opinion of Foster, Swift, Collins & Smith, P.C. 114
regarding the legality of securities being registered
23.1 Consent of BDO Seidman, LLP 117
23.2 Consent of Foster, Swift, Collins & Smith, P.C.
(included in Exhibit 5)