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As filed with the Securities and Exchange Commission on August 22, 2003

Registration No. 333-76825

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 3
TO

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FIRST INTERSTATE BANCSYSTEM, INC.

(Exact name of issuer as specified in its charter)
     
Montana
(State or other Jurisdiction of incorporation or
organization)		   81-0331430
(I.R.S. Employer Identification Number)

401 North 31st Street, Billings, Montana 59116
(Address of Principal Executive Offices and Zip Code)

SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE BANCSYSTEM, INC., 2002 RESTATEMENT

FIRST INTERSTATE BANCSYSTEM, INC. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS PLAN, AS AMENDED, AND

FIRST INTERSTATE BANCSYSTEM, INC. EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED
(Full titles of plans)

Terrill R. Moore
Senior Vice President and Chief Financial Officer
FIRST INTERSTATE BANCSYSTEM, INC.
401 North 31st Street
Billings, Montana 59116
(Name and address of agent for service)

(406) 255-5390
(Telephone number, including area code, of agent for service)

With Copy to:
Holland & Hart LLP
Attn: Dennis M. Jackson, Esq.
555 Seventeenth Street, Suite 3200
Denver, Colorado 80202
(303) 295-8115

 

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS
SIGNATURES
EXHIBITS INDEX
EX-4.30 Employee Stock Purchase Plan
EX-4.32 Savings and Profit Sharing Plan
EX-4.33 First Amendment to Profit Sharing Plan

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EXPLANATORY NOTE

     This Post-Effective Amendment No. 3 to Registration Statement on Form S-8 (Commission File No. 333-76825) is being filed solely for the purpose of amending the exhibit list to include Amendment to Bylaws of First Interstate BancSystem, Inc. dated May 18, 2001 (Exhibit 4.31) and to replace Employee Stock Purchase Plan of the Registrant, dated May 1, 1998 (Exhibit 4.18) with Employee Stock Purchase Plan of the Registrant, as amended and restated effective April 30, 2003 (Exhibit 4.30) and Savings and Profit Sharing Plan for Employees of First Interstate BancSystem Inc., as amended and restated effective January 1, 2001 and first amendment thereto (Exhibits 4.28 and 4.29) with Savings and Profit Sharing Plan for Employees of First Interstate BancSystem Inc., 2002 Restatement and first amendment thereto (Exhibits 4.32 and 4.33).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. EXHIBITS

     
Regulation S-K    
Exhibit   Document
 
4.1(1)   Restated Articles of Incorporation of the Registrant dated February 27, 1986
     
4.2(2)   Articles of Amendment to Restated Articles of Incorporation of the Registrant dated September 19, 1996
     
4.3(2)   Articles of Amendment to Restated Articles of Incorporation of the Registrant dated September 19, 1996
     
4.4(3)   Articles of Amendment to Restated Articles of Incorporation of the Registrant dated October 7, 1997
     
4.5(6)   Bylaws of the Registrant
     
4.5(4)   Amendment to Bylaws of the Registrant dated March 18, 1999
     
4.6(5)   Specimen of common stock certificate of First Interstate BancSystem, Inc.
     
4.7(7)   Shareholder’s Agreement for non-Scott family members.
     
4.17(1)   Stock Option and Stock Appreciation Rights Plan of the Registrant, as amended.
     
4.19*   First Interstate Stockholders’ Agreements with Scott family members.
     
4.20*   Form of Charity Shareholder’s Agreement with charitable shareholders.
     
4.26*   Form of Shareholder’s Agreement for non-Scott family members dated August 24, 2001.
     
4.27*   Form of Shareholder’s Agreement for non-Scott family members dated August 19, 2002.
     
4.30   Employee Stock Purchase Plan of the Registrant, as amended and restated effective April 30, 2003.
     
4.31(8)   Amendment to Bylaws of First Interstate BancSystem, Inc. dated May 18, 2001.
     
4.32   Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. - 2002 Restatement.

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Regulation S-K    
Exhibit   Document
 
4.33   First Amendment to Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. - 2002 Restatement, dated August 4, 2003.
     
5*   Opinion of Holland & Hart LLP, as to the legality of securities being registered.
     
23.1*   Consent of KPMG LLC, Independent Certified Public Accountants.
     
23.2*   Consent of Holland & Hart LLP (contained in Exhibit 5)
     
24   Power of Attorney (included on page 4 of this Registration Statement)

  (1)   Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 333-84540.
 
  (2)   Incorporated by reference to the Registrant’s Form 8-K dated October 1, 1996.
 
  (3)   Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 333-37847.
 
  (4)   Incorporated by reference to the Registrant’s Form 10-K for the fiscal year ended December 31, 1999, No. 033-64304.
 
  (5)   Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 333-3250.
 
  (6)   Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 333-25633.
 
  (7)   Incorporated by reference to the Registrant’s Registration Statement on Form S-8, No. 333-53011.
 
  (8)   Incorporated by reference to the Registrant’s Registration Statement on Form S-8, No. 333-69490.
 
  *   Previously filed.

SIGNATURES

     
1.   REGISTRANT

     Pursuant to the requirements of the Securities Act, 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. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Billings, State of Montana, on August 22, 2003.

         
    First Interstate BancSystem, Inc.
         
    By:   /s/ Thomas W. Scott
       
        Thomas W. Scott
        Chief Executive Officer

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POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature to this Registration Statement appears below hereby constitutes and appoints Thomas W. Scott and Terrill R. Moore, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his behalf individually and in the capacity stated below, and to perform any acts necessary to be done in order to file all amendments and post-effective amendments to this Registration Statement, and any and all instruments or documents filed as part of or in connection with this Registration Statement or the amendments thereto and each of the undersigned does hereby ratify and confirm all that such attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed below by the following persons in the capacities indicated on August 22, 2003.

       
SIGNATURE   TITLE  
/s/ Homer A. Scott, Jr.
Homer A. Scott, Jr.**		   Chairman of the Board  
 
/s/ Randall I. Scott
Randall I. Scott**		   Director  
 
/s/ James R. Scott
James R. Scott**		   Vice Chairman of the Board  
 
/s/ Sandra Scott Suzor
Sandra Scott Suzor**		   Director  
 
/s/ John M. Heyneman, Jr.
John M. Heyneman, Jr.**		   Director  
 
/s/ Joel T. Long
Joel T. Long**		   Director  
 
/s/ Lyle R. Knight
Lyle R. Knight**		   President and Chief Operating Officer, Director  
 
/s/ Terry W. Payne
Terry W. Payne**		   Director  
 
/s/ James W. Haugh
James W. Haugh**		   Director  
 
/s/ Thomas W. Scott
Thomas W. Scott		   Chief Executive Officer and Director
(Principal Executive Officer)		  
 
/s/ C. Garry Jennings
C. Gary Jennings**		   Director  
 
/s/ Robert L. Nance
Robert L. Nance**		   Director  
 
/s/ Elouise C. Cobell
Elouise C. Cobell**		   Director  
 
/s/ Richard A. Dorn
Richard A. Dorn**		   Director  
 
 
Michael J. Sullivan		   Director  
 
/s/ William B. Ebzery
William B. Ebzery**		   Director  

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SIGNATURE   TITLE       
 
/s/ David H. Crum
David H. Crum**		   Director  
 
 
Julie A. Scott		   Director  
 
/s/ Terrill R. Moore
Terrill R. Moore		   Senior Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)		  
     
**By Power of Attorney:   /s/ Terrill R. Moore
   
    Terrill R. Moore
    Attorney-in-Fact
     
2.   SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE BANSYSTEM, INC., 2002 RESTATEMENT

     Pursuant to the requirements of the Securities Act, the trustee has duly caused this Post Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Billings, State of Montana, on August 22, 2003.

  Savings and Profit Sharing Plan for Employees of First
Interstate BancSystem, Inc., 2002 Restatement
   
  /s/ Richard A. McCann
 
  By: Richard A. McCann
  Its: Trustee

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FIRST INTERSTATE BANCSYSTEM, INC.

EXHIBITS INDEX

     
Exhibit   Document
 
4.1(1)   Restated Articles of Incorporation of the Registrant dated February 27, 1986
     
4.2(2)   Articles of Amendment to Restated Articles of Incorporation of the Registrant dated September 19, 1996
     
4.3(2)   Articles of Amendment to Restated Articles of Incorporation of the Registrant dated September 19, 1996
     
4.4(3)   Articles of Amendment to Restated Articles of Incorporation of the Registrant dated October 7, 1997
     
4.5(6)   Bylaws of the Registrant
     
4.5(4)   Amendment to Bylaws of the Registrant dated March 18, 1999
     
4.6(5)   Specimen of common stock certificate of First Interstate BancSystem, Inc.
     
4.7(7)   Shareholder’s Agreement for non-Scott family members.
     
4.17(1)   Stock Option and Stock Appreciation Rights Plan of the Registrant, as amended.
     
4.19*   First Interstate Stockholders’ Agreements with Scott family members.
     
4.20*   Form of Charity Shareholder’s Agreement with charitable shareholders.
     
4.26*   Form of Shareholder’s Agreement for non-Scott family members dated August 24, 2001.
     
4.27*   Form of Shareholder’s Agreement for non-Scott family members dated August 19, 2002.
     
4.30   Employee Stock Purchase Plan of the Registrant, as amended and restated effective April 30, 2003.
     
4.31(8)   Amendment to Bylaws of First Interstate BancSystem, Inc. dated May 18, 2001.
     
4.32   Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. - 2002 Restatement.
     
4.33   First Amendment to Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. - 2002 Restatement, dated August 4, 2003.
     
5*   Opinion of Holland & Hart LLP, as to the legality of securities being registered.
     
23.1*   Consent of KPMG LLC, Independent Certified Public Accountants.
     
23.2*   Consent of Holland & Hart LLP (contained in Exhibit 5)
     
24   Power of Attorney (included on page 4 of this Registration Statement)

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  (1)   Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 333-84540.
 
  (2)   Incorporated by reference to the Registrant’s Form 8-K dated October 1, 1996.
 
  (3)   Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 333-37847.
 
  (4)   Incorporated by reference to the Registrant’s Form 10-K for the fiscal year ended December 31, 1999, No. 033-64304.
 
  (5)   Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 333-3250.
 
  (6)   Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 333-25633.
 
  (7)   Incorporated by reference to the Registrant’s Registration Statement on Form S-8, No. 333-53011.
 
  (8)   Incorporated by reference to the Registrant’s Registration Statement on Form S-8, No. 333-69490.
 
  * Previously filed.

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