Michigan
(State or Other Jurisdiction of
Incorporation or Organization)
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38-2022454
(IRS Employer
Identification Number)
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235 E. Main Street
Midland, Michigan
(Address of Principal Executive Offices)
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48640
(Zip Code)
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David B. Ramaker
235 E. Main Street
Midland, Michigan, 48640
(Name and Address of Agent for Service)
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Copies to:
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Jeffrey A. Ott
Charlie Goode
Warner Norcross & Judd LLP
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503
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Title of
Securities to be
Registered
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Amount to be
Registered
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Proposed
Maximum
Offering Price
Per Share(2)(3)
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Proposed
Maximum
Aggregate
Offering
Price(2)(3)
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Amount of
Registration Fee
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Common Stock,
par value $1.00
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1,750,000 shares (1)
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$49.23
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$86,152,500
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$9,985
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(1)
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In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers such indeterminate number of additional shares as may be authorized in the event of an adjustment as a result of an increase in the number of issued shares of Common Stock resulting from the payment of stock dividends or stock splits or certain other capital adjustments.
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(2)
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Estimated solely for the purpose of calculating the registration fee.
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(3)
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The registration fee is computed in accordance with Rule 457(h) and (c) under the Securities Act of 1933 based on $49.23 per share, which was the average of the high and low prices of the Registrant's common stock on May 8, 2017 as reported on the NASDAQ Stock Market.
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Item 3.
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Incorporation of Documents by Reference.
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Item 4.
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Description of Securities.
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Item 5.
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Interests of Named Experts and Counsel.
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Item 6.
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Indemnification of Directors and Officers.
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Item 7.
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Exemption from Registration Claimed.
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Item 8.
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Exhibits.
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Exhibit
Number
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Document
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4.1
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Restated Articles of Incorporation. Previously filed as Exhibit 3.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the Commission on May 10, 2017. Here incorporated by reference.
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4.2
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Bylaws. Previously filed as Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Commission on February 26, 2014. Here incorporated by reference.
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4.3
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Long-Term Debt. The registrant has outstanding long-term debt which at the time of this report does not exceed 10% of the registrant's total consolidated assets. The registrant agrees to furnish copies of the agreements defining the rights of holders of such long-term debt to the Commission upon request.
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5.1
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Opinion of Warner Norcross & Judd LLP.
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23.1
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Consent of KPMG LLP.
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23.2
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Consent of Warner Norcross & Judd LLP (included in Exhibit 5.1 and here incorporated by reference).
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24.1
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Powers of Attorney.
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99.1
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Chemical Financial Corporation Stock Incentive Plan of 2017. Previously filed as Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the Commission on May 10, 2017. Here incorporated by reference.
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Item 9.
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Undertakings.
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CHEMICAL FINANCIAL CORPORATION
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By:
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/s/ David B. Ramaker
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David B. Ramaker
Chief Executive Officer and President
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Signature
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Title
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Date
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/s/ David B. Ramaker
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Chief Executive Officer, President and Director
(Principal Executive Officer)
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May 10, 2017
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David B. Ramaker
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/s/ Dennis L. Klaeser
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Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
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May 10, 2017
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Dennis L. Klaeser
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James R. Fitterling
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Ronald A. Klein
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Richard M. Lievense
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Barbara J. Mahone
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John E. Pelizzari
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David T. Provost
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Larry D. Stauffer
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Jeffrey L. Tate
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Gary Torgow
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Arthur A. Weiss
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Franklin C. Wheatlake
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By
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/s/ Dennis L. Klaeser
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Dennis L. Klaeser
Attorney-in-Fact
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Exhibit
Number
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Document
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4.1
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Restated Articles of Incorporation. Previously filed as Exhibit 3.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the Commission on May 10, 2017. Here incorporated by reference.
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4.2
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Bylaws. Previously filed as Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Commission on February 26, 2014. Here incorporated by reference.
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4.3
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Long-Term Debt. The registrant has outstanding long-term debt which at the time of this report does not exceed 10% of the registrant's total consolidated assets. The registrant agrees to furnish copies of the agreements defining the rights of holders of such long-term debt to the Commission upon request.
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5.1
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Opinion of Warner Norcross & Judd LLP.
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23.1
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Consent of KPMG LLP.
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23.2
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Consent of Warner Norcross & Judd LLP (included in Exhibit 5.1 and here incorporated by reference).
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24.1
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Powers of Attorney.
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99.1
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Chemical Financial Corporation Stock Incentive Plan of 2017. Previously filed as Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the Commission on May 10, 2017. Here incorporated by reference.
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Re:
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Chemical Financial Corporation
Registration Statement on Form S-8
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Warner Norcross & Judd LLP
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May 10, 2017
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By
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/s/ Charlie Goode
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Charlie Goode, a Partner
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/s/ KPMG LLP
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Detroit, Michigan
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May 10, 2017
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Dated:
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May 2, 2017
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/s/ James R. Fitterling
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James R. Fitterling
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Dated:
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May 2, 2017
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/s/ Ronald A. Klein
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Ronald A. Klein
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Dated:
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May 2, 2017
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/s/ Richard M. Lievense
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Richard M. Lievense
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Dated:
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May 10, 2017
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/s/ Barbara J. Mahone
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Barbara J. Mahone
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Dated:
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May 2, 2017
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/s/ John E. Pelizzari
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John E. Pelizzari
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Dated:
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May 2, 2017
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/s/ David T. Provost
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David T. Provost
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Dated:
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May 2, 2017
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/s/ Larry D. Stauffer
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Larry D. Stauffer
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Dated:
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May 4, 2017
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/s/ Jeffrey L. Tate
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Jeffrey L. Tate
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Dated:
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May 8, 2017
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/s/ Gary Torgow
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Gary Torgow
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Dated:
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May 2, 2017
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/s/ Arthur A. Weiss
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Arthur A. Weiss
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Dated:
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May 2, 2017
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/s/ Franklin C. Wheatlake
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Franklin C. Wheatlake
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