As filed with the Securities and Exchange Commission on January 31, 2002
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRST MID-ILLINOIS BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 37-1103704
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1515 CHARLESTON AVENUE
MATTOON, ILLINOIS 61938
(Address of principal executive offices, including zip code)
(217) 234-7454
(Registrant's telephone number)
FIRST MID-ILLINOIS BANCSHARES, INC.
1997 STOCK INCENTIVE PLAN
(Full title of the plan)
WILLIAM S. ROWLAND
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FIRST MID-ILLINOIS BANCSHARES, INC.
1515 CHARLESTON AVENUE
MATTOON, ILLINOIS 61938
(Name and address of agent for service)
(217) 258-0415
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
GARY L. MOWDER
SCHIFF HARDIN & WAITE
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5514
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CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED
AMOUNT OFFERING MAXIMUM
TO BE PRICE AGGREGATE AMOUNT OF
REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
TITLE OF SECURITIES TO BE REGISTERED (2) (1) (1) (1)
------------------------------------ ---------- ---------- -------------- ----------------
Common Stock, par value $4.00 per share 150,000 $24.18 $3,627,000 $333.69
(1) Estimated on the basis of $24.18 per share, the average of the
bid and asked price of the Common Stock on January 28, 2001,
pursuant to Rule 457(h) of the Securities Act of 1933
("Securities Act").
(2) Pursuant to Rule 416 of the Securities Act, this Registration
Statement shall also cover any additional shares of Common Stock
which become issuable under the Plan being registered pursuant to
this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction
effected without the receipt of consideration which results in an
increase in the number of the Registrant's outstanding shares of
Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the
purpose of registering 150,000 additional shares of common stock of
First Mid-Illinois Bancshares, Inc. (the "Registrant"), par value
$4.00 per share ("Common Stock") authorized for issuance under the
First Mid-Illinois Bancshares, Inc. 1997 Stock Incentive Plan (the
"Plan").
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of
the registration statement on Form S-8 (File No. 333-69673) previously
filed by the Registrant with respect to securities offered pursuant to
the Plan are hereby incorporated by reference herein, and the opinions
and consents listed in the Exhibit Index are filed herewith.
ITEM 8. EXHIBITS.
The exhibits filed with this Registration Statement or
incorporated by reference in this Registration Statement are set forth
in the Exhibit Index filed as part of this Registration Statement.
SIGNATURES
THE REGISTRANT. 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
Mattoon, State of Illinois, on January 31, 2002.
FIRST MID-ILLINOIS BANCSHARES, INC.
(Registrant)
By: /s/ William S. Rowland
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William S. Rowland
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints William S. Rowland and Michael L. Taylor, and each to them,
the true and lawful attorney-in-fact and agent of the undersigned,
with full power of substitution and resubstitution, for and in the
name, place and stead of the undersigned, 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, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, fully
to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact
and agent or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ William S. Rowland President, Chief January 31, 2002
------------------------------------ Executive Officer and
William S. Rowland Chairman of the Board
(Principal Executive Officer)
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SIGNATURE TITLE DATE
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/s/ Michael L. Taylor Vice President and January 31, 2002
------------------------------------- Chief Financial Officer
Michael L. Taylor (Principal Financial Officer
and Principal Accounting Officer)
/s/ Charles A. Adams Director January 31, 2002
-------------------------------------
Charles A. Adams
Director
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Kenneth R. Diepholz
Director
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Steven L. Grissom
Director
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Richard Anthony Lumpkin
/s/ Daniel E. Marvin, Jr. Director January 31, 2002
-------------------------------------
Daniel E. Marvin, Jr.
/s/ Gary W. Melvin Director January 31, 2002
-------------------------------------
Gary W. Melvin
Director
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Sara Jane Preston
/s/ Ray Anthony Sparks Director January 31, 2002
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Ray Anthony Sparks
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5 Opinion of Schiff Hardin & Waite.
23.1 Consent of KPMG LLP.
23.2 Consent of Schiff Hardin & Waite (contained in its Opinion
filed as Exhibit 5).
24 Powers of Attorney (contained on the signature pages
hereto).
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