As filed with the Securities and Exchange Commission on February 24, 2003
Registration No. 33-61197
- --------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO.1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
CITIZENS BANKING CORPORATION
(Exact name of Registrant as specified in its charter)
Michigan 38-2378932
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
328 S. Saginaw Street
Flint, Michigan 48502
(810)766-7500
(Address, including zip code, and telephone
number, including area code, of Registrant's principal executive offices)
Charles D. Christy
Citizens Banking Corporation
328 S. Saginaw Street
Flint, Michigan 48502
(810)766-7500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
copy to:
Thomas W. Gallagher
Citizens Banking Corporation
328 S. Saginaw Street
Flint, Michigan 48502
(810)766-7500
EXPLANATORY NOTE
Citizens Banking Corporation (the "Registrant") has filed Registration
Statement No. 33-61197 covering 200,000 shares of its common stock (the
"Registered Shares") for issuance under its Stock Option Plan for Directors. The
Registrant does not intend to make further grants under this Plan. As a result,
the Registrant now desires to discontinue the registration of the Registered
Shares covered by Registration Statement No. 33-61197 which are not subject to
outstanding grants under such Plan on the date hereof and is filing this
Post-Effective Amendment for such purpose.
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
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Flint,
State of Michigan on the 24th day of February, 2003.
CITIZENS BANKING CORPORATION
By: /s/ William R. Hartman
------------------
William R. Hartman,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed below
by the following persons in the capacities indicated on the 24th day of
February, 2003.
Signatures Title
/s/ William R. Hartman Chairman of the Board, President,
- ----------------------
William R. Hartman Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Charles D. Christy Treasurer and Chief Financial Officer
- ----------------------
Charles D. Christy (Principal Financial Officer)
/s/ Daniel E. Bekemeier Senior Vice President and Controller
- -----------------------
Daniel E. Bekemeier (Principal Accounting Officer)
* Director
------------------------------
Edward P. Abbott
* Director
-------------------------------
Jonathan E. Burroughs II
2
* Director
- -----------------------------
Joseph P. Day
Director
- -----------------------------
Richard J. Dolinski
* Director
- -----------------------------
Lawrence O. Erickson
* Director
- -----------------------------
Benjamin W. Laird
Director
- -----------------------------
Stephen J. Lazaroff
* Director
- -----------------------------
William C. Shedd
Director
- -----------------------------
Ada C. Washington
* Director
- -----------------------------
Kendall B. Williams
Director
- -----------------------------
James L. Wolohan
*By:/s/ Thomas W. Gallagher
--------------------
Thomas W. Gallagher, Attorney-in-Fact
3