As filed with the Securities and Exchange Commission on May 30, 2001
Registration No. 333-60830
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2 to
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MACATAWA BANK CORPORATION
Michigan 6712 38-3391345
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
348 South Waverly Road
Holland, Michigan 49423
(616) 820-1444
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Benj. A. Smith, III
Chairman and Chief Executive Officer
106 E. 8th Street
Holland, Michigan 49423
(616) 396-0119
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
Donald L. Johnson John E. Freechack
Varnum, Riddering, Schmidt & Howlett Barack Ferrazzano Kirschbaum
llp Perlman & Nagelberg
Suite 1700 Suite 2700
333 Bridge Street, N.W. 333 W. Wacker Drive
Grand Rapids, Michigan 49504 Chicago, Illinois 60606
(616) 336-6000 (312) 984-3100
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration
statement.
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Class of Maximum Maximum Amount of
Securities Being Amount to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
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Common stock (no par
value)................ 1,610,000 shares $17.40 $28,014,000 $7,004
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We hereby amend this registration statement on this date or dates as may be
necessary to delay its effective date until we shall file a further amendment
which specifically states that this registration statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933
or until the registration statement shall become effective on the date as the
Securities and Exchange Commission, acting pursuant to Section 8(a) of the
Securities Act of 1933, may determine.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses in connection with the issuance and distribution of the securities
being registered are estimated as follows, all of which are to be paid by us:
SEC Registration Fee............................................ $ 7,004.00
NASD fee........................................................ 3,301.00
Nasdaq fee...................................................... 24,000.00
Printing and Mailing Expenses................................... 40,000.00
Accounting Fees................................................. 30,000.00
Transfer and Registrar's Fees................................... 2,000.00
Legal Fees and Expenses......................................... 60,000.00
Blue Sky Fees and Expenses...................................... 5,000.00
Miscellaneous................................................... 10,000.00
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Total......................................................... $181,305.00
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Item 15. Indemnification of Directors and Officers.
Sections 561-571 of the Michigan Business Corporation Act, as amended, grant
us broad powers to indemnify any person in connection with legal proceedings
brought against that person by reason of their present or past status as an
officer or director of our Company, provided that the person acted in good
faith and in a manner he reasonably believed to be in or not opposed to our
best interests, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Michigan Business
Corporation Act also gives us broad powers to indemnify defined persons against
expenses and reasonable settlement payments in connection with any action by or
in the right of our Company, provided the person acted in good faith and in a
manner he reasonably believed to be in or not opposed to our best interests,
except that no indemnification may be made if that person is adjudged to be
liable to us unless and only to the extent the court in which that action was
brought determines upon application that, despite the adjudication, but in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for reasonable expenses as the court deems proper. In
addition, to the extent that any specified person is successful in the defense
of any defined legal proceeding, we are required by the Michigan Business
Corporation Act to indemnify him against expenses, including attorneys' fees,
that are actually and reasonably incurred by him in connection therewith.
Our articles of incorporation contain provisions entitling our directors and
executive officers to indemnification against specified liabilities and
expenses to the full extent permitted by Michigan law.
Under an insurance policy maintained by us, our directors and officers are
insured within the limits and subject to the limitations of the policy, against
specified expenses in connection with the defense of specified claims, actions,
suits or proceedings, and specified liabilities which might be imposed as a
result of claims, actions, suits or proceedings, which may be brought against
them by reason of being or having been directors and officers of our Company.
II-1
Item 16. Exhibits.
Reference is made to the Exhibit Index which appears at page II-4 of this
Registration Statement.
Item 17. Undertakings.
Insofar as indemnification for liabilities under the Securities Act of
1933, as amended may be permitted to our directors, officers and controlling
persons of the Company pursuant of the foregoing provisions, or otherwise, we
have been advised that, in the opinion of the Securities and Exchange
Commission this indemnification is against the public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event that
a claim for indemnification against these liabilities (other than the payment
by us of expenses incurred or paid by a director, officer or controlling
person of our Company in the successful defense of any action, suit or
proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether the
indemnification by us is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of the issue.
We hereby undertake that: For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by us pursuant to Rule
424(b)(1) or (4) or Rule 497(h) under the Securities Act of 1933 shall be
deemed to be part of this Registration Statement as of the time it was
declared effective; and for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of these securities at that time
shall be deemed to be the initial bona fide offering thereof. We hereby
undertake that we will provide to the underwriter, Dain Rauscher Wessels, at
the closing specified in the underwriting agreement, certificates in the
denominations and registered in the names as required by the underwriter to
permit prompt delivery to the purchaser.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Macatawa Bank
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
Amendment No. 2 to the registration statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in the City of Holland, State of
Michigan, on May 30, 2001.
Macatawa Bank Corporation
/s/ Benj. A. Smith, III
By: ___________________________________
Benj. A. Smith, III
Chairman of the Board
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
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/s/ Benj. A. Smith, III Principal Executive May 30, 2001
______________________________________ Officer and a Director
Benj. A. Smith, III
/s/ Steven L. Germond Principal Financial and May 30, 2001
______________________________________ Accounting Officer
Steven L. Germond
/s/ Philip J. Koning* President and a Director May 30, 2001
______________________________________
Philip J. Koning
/s/ G. Thomas Boylan* Director May 30, 2001
______________________________________
G. Thomas Boylan
/s/ Robert E. DenHerder* Director May 30, 2001
______________________________________
Robert E. DenHerder
/s/ John F. Koetje* Director May 30, 2001
______________________________________
John F. Koetje
/s/ Benj. A. Smith, III
*By: ___________________________
Benj. A. Smith, III
Attorney-in-Fact
II-3
Sequentially
Numbered
Exhibit Number and Description Page
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10.9* Line of Credit Agreement between Bank One, Michigan and
Macatawa Bank Corporation dated September 26, 2000.
10.10* Revolving Business Credit Note (LIBOR--Based Interest
Rate) between Bank One, Michigan and Macatawa Bank
Corporation dated September 26, 2000.
10.11* Form Limited Discretionary Investment Advisory Agreement
utilized by the Macatawa Bank trust department to
appoint a third party investment advisor for Macatawa
Bank managed trust accounts.
10.12 Stock Option Agreement between Benjamin A. Smith, III
and Macatawa Bank Corporation dated November 19, 1998.
21* Subsidiaries of the Registrant
23.1 Consent of Crowe, Chizek and Company LLP, independent
public accountants
23.2* Consent of Varnum, Riddering, Schmidt & Howlett LLP is
included in Exhibit 5 to this Registration Statement.
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* Previously filed with the Registration Statement on Form S-2 filed May 14,
2001.