As filed with the Securities and Exchange Commission on
December 14, 2007
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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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)
FIRST MID-ILLINOIS BANCSHARES, INC.
2007 STOCK INCENTIVE PLAN
(Full title of the plan)
WILLIAM S. ROWLAND
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
FIRST MID-ILLINOIS BANCSHARES, INC.
1515 CHARLESTON AVENUE
MATTOON, ILLINOIS 61938
(Name and address of agent for service)
(217) 234-7454
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
LAURALYN G. BENGEL
SCHIFF HARDIN LLP
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5670
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CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO AMOUNT PROPOSED PROPOSED AMOUNT OF
BE REGISTERED TO BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE OFFERING PRICE
Common Stock, par value 300,000 $26.10(1) $7,830,000(1) $240.39(1)(2)
$4.00 per share
(including Common Stock
purchase rights)
(1) Estimated on the basis of $26.10 per share, the average of the high and low price of the Common Stock
on December 11, 2007, pursuant to Rule 457(h) of the Securities Act of 1933, as amended.
(2) Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement shall also cover any
additional shares of Common Stock which become issuable under the Plan 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
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by First Mid-Illinois Bancshares,
Inc. (the "Registrant") with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Annual Report on Form 10-K of the Registrant for the
fiscal year ended December 31, 2006;
(b) The Quarterly Reports on Form 10-Q of the Registrant for the
quarters ended March 31, 2007, June 30, 2007 and September
30, 2007;
(c) All other reports of the Registrant filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, since December 31, 2006; and
(d) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A filed
with the Commission on April 10, 1985 and the description of
the Registrant's Common Share Rights contained in the
Registrant's Registration Statement on Form 8-A filed with
the Commission on September 23, 1999.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the
date of filing of such 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.
Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") authorizes the Registrant to indemnify its
officers and directors, under certain circumstances and subject to
certain conditions and limitations as stated therein, against all
expenses and liabilities incurred by or imposed upon them as a result
of actions, suits and proceedings, civil or criminal, brought against
them as such officers and directors if they acted in good faith and in
a manner they reasonably believed to be in or not opposed to the best
interests of the Registrant and, with respect to any criminal action
or proceeding, had no reasonable cause to believe their conduct was
unlawful.
Article 8 of the Registrant's Restated Certificate of
Incorporation, as amended, provides as follows: "The Corporation
shall, to the fullest extent permitted by Section 145 of the General
Corporation Law of Delaware, as amended from time to time, indemnify
all persons whom it may indemnify pursuant thereto." Under such
provisions, any director or officer, who in his or her capacity as
such, is made or threatened to be made, a party to any suit or
proceeding, must be indemnified if such director or officer acted in
good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Registrant. The DGCL further
provides that such indemnification is not exclusive of any other
rights to which such individuals may be entitled under a company's
certificate of incorporation or any agreement, insurance policy, vote
of stockholders or disinterested directors or otherwise.
The Registrant also currently maintains liability insurance for
its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this Registration
Statement.
ITEM 9. UNDERTAKINGS.
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 of 1933;
(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; and
(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 (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (where
applicable) 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Commission 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, 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 December 11, 2007.
FIRST MID-ILLINOIS BANCSHARES, INC.
(Registrant)
By: /s/ William S. Rowland
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William S. Rowland
Chairman of the Board, 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 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 Chairman of the December 11, 2007
------------------------- Board, President and
William S. Rowland Chief Executive
Officer (Principal
Executive Officer)
/s/ Michael L. Taylor Vice President and December 11, 2007
------------------------- Chief Financial
Michael L. Taylor Officer (Principal
Financial Officer
and Principal
Accounting Officer)
/s/ Charles A. Adams Director December 11, 2007
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Charles A. Adams
/s/ Kenneth R. Diepholz Director December 11, 2007
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Kenneth R. Diepholz
/s/ Joseph R. Dively Director December 11, 2007
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Joseph R. Dively
Steven L. Grissom Director December 11, 2007
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Steven L. Grissom
Director December ___, 2007
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Daniel E. Marvin, Jr.
/s/ Gary W. Melvin Director December 11, 2007
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Gary W. Melvin
/s/ Sara Jane Preston Director December 11, 2007
-------------------------
Sara Jane Preston
/s/ Ray A. Sparks Director December 11, 2007
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Ray A. Sparks
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Restated Certificate of Incorporation and Amendment to
Restated Certificate of Incorporation of First Mid-Illinois
Bancshares, Inc. (incorporated by reference to Exhibit 3(a)
to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1987).
4.2 Amended and Restated Bylaws of First Mid-Illinois
Bancshares, Inc. (incorporated by reference to Exhibit 3.2
to the Registrant's Current Report on Form 8-K filed on
November 14, 2007).
4.3 Rights Agreement, dated as of September 21, 1999, between
First Mid-Illinois Bancshares, Inc. and Harris Trust and
Savings Bank, as Rights Agent (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on
Form 8-A filed with the SEC on September 22, 1999).
5 Opinion of Schiff Hardin LLP.
23.1 Consent of BKD LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Schiff Hardin LLP (contained in its Opinion filed
as Exhibit 5).
24 Powers of Attorney (contained on the signature pages
hereto).