UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

CHEMICAL FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Michigan
(State or Other Jurisdiction of
Incorporation or Organization)
 
38-2022454
(I.R.S. Employer
Identification Number)
235 E. Main Street
Midland, Michigan
(Address of Principal Executive Offices)
 

48640
(Zip Code)

CHEMICAL FINANCIAL CORPORATION
401(K) SAVINGS PLAN
(Full Title of the Plan)
David B. Ramaker
235 E. Main Street
Midland, Michigan 48640
(Name and Address of Agent for Service)
Copies to:
Jeffrey A. Ott
Charlie Goode
Warner Norcross & Judd LLP
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487
(989) 839-5350
(Telephone Number, Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer   X       Accelerated filer            Non-accelerated filer            Smaller reporting company       
Emerging Growth Company       

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.       


CALCULATION OF REGISTRATION FEE


Title of
Securities to be
Registered



Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share(2)(3)
Proposed
Maximum
Aggregate
Offering
Price(2)(3)



Amount of
Registration Fee

Common Stock,
par value $1.00
300,000 shares (1)(4)
$49.23
$14,769,000
$1,712




(1)
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
(2)
Estimated solely for the purpose of calculating the registration fee.
(3)
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.
(4)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
EXPLANATORY STATEMENT

This Registration Statement on Form S-8 is filed to register ------300,000 additional shares of Common Stock issuable under the Chemical Financial Corporation 401(K) Savings Plan (the "Plan"). Chemical Financial Corporation's registration statement on Form S-8 filed with the Securities and Exchange Commission on May 22, 1991 (File No. 33-40792), registering 50,000 shares issuable under the Plan, registration statement on Form S-8 filed May 18, 2005 (File No. 333-125031), registering 150,000 shares, and registration statement on Form S-8 filed April 29, 2010 (File No. 333-166377), registering 250,000 shares, are each herein incorporated by reference, except to the extent that the items in this registration statement update such information contained in the prior registration statements. This Registration Statement is filed to register an additional 300,000 shares and is filed pursuant to General Instruction E to Form S-8.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference .

The following documents filed by Chemical Financial Corporation ("Chemical" or the "Registrant") with the Securities and Exchange Commission (the "Commission") are incorporated in this registration statement by reference:

(a) The Registrant's Annual Report on Form 10-K filed with the Commission on March 1, 2017.

(b) The Plan's Annual Report on Form 11-K filed with the Commission on June 21, 2016.

(c) The Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 10, 2017.

(d) The Registrant's Current Reports on Form 8-K filed with the Commission on January 23, 2017 and April 28, 2017 (except, with respect to each of the foregoing, for portions of such documents which are deemed to be furnished and not filed).

(e) The description of the Registrant's common stock, $1 par value per share, which is contained in the Form S-3 Registration Statement filed with the Commission on May 10, 2017, including any amendment or report filed for the purpose of updating such description.

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 have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part of this registration statement from the date of filing of such documents (except, with respect to each of the foregoing, for portions of such documents which are deemed to be furnished and not filed).

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein, or in any other subsequently filed document that also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.





Item 8.          Exhibits .

(a)    The following exhibits are filed or incorporated by reference as part of this registration statement:

Exhibit
Number
 
Document
 
 
 
 
4.1
 
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.
 
 
 
 
 
4.2
 
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.
 
 
 
 
 
4.3
 
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.
 
 
 
 
 
5.1
 
Opinion of Warner Norcross & Judd LLP.

 
 
 
 
 
23.1
 
Consent of KPMG LLP.

 
 
 
 
 
23.2
 
Consent of Andrews Hooper & Pavlik P.L.C.

 
 
 
 
 
23.3
 
Consent of Warner Norcross & Judd LLP (included in Exhibit 5.1 and here incorporated by reference).

 
 
 
 
 
24.1
 
Powers of Attorney.







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 Midland, State of Michigan, on May 10, 2017.
    
 
 
CHEMICAL FINANCIAL CORPORATION
 
 
 
 
 
By:
/s/ David B. Ramaker
 
 
 
David B. Ramaker
Chief Executive Officer and President






Pursuant to the requirement 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/ David B. Ramaker
 
Chief Executive Officer, President and Director
(Principal Executive Officer)
May 10, 2017
     David B. Ramaker
 
 
 
 
 
 
    /s/ Dennis L. Klaeser
 
Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
May 10, 2017
     Dennis L. Klaeser
 
 

The following directors of Chemical Financial Corporation, which constitute at least a majority of the board of directors, executed a power of attorney appointing David B. Ramaker and Dennis L. Klaeser their attorneys-in-fact, empowering them to sign this registration statement on their behalf.

James R. Fitterling
 
Ronald A. Klein
 
Richard M. Lievense
 
Barbara J. Mahone
 
John E. Pelizzari
 
David T. Provost
 
Larry D. Stauffer
 
Jeffrey L. Tate
 
Gary Torgow
 
Arthur A. Weiss
 
Franklin C. Wheatlake
 


By
 /s/ Dennis L. Klaeser
 
 
 
     Dennis L. Klaeser
     Attorney-in-Fact
 
 

The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Michigan, on May 10, 2017.

 
 
CHEMICAL FINANCIAL CORPORATION
401(K) SAVINGS PLAN
 
 
 
 
 
By:
    /s/ Lori A. Gwizdala
 
 
 
Lori A. Gwizdala
Executive Vice President, Chemical Financial Corporation, and Administrator of the Chemical Financial Corporation 401(k) Savings Plan





    





EXHIBIT INDEX

Exhibit
Number
 
Document
 
 
 
 
4.1
 
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.
 
 
 
 
 
4.2
 
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.
 
 
 
 
 
4.3
 
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.
 
 
 
 
 
5.1
 
Opinion of Warner Norcross & Judd LLP.

 
 
 
 
 
23.1
 
Consent of KPMG LLP.

 
 
 
 
 
23.2
 
Consent of Andrews Hooper & Pavlik P.L.C.

 
 
 
 
 
23.3
 
Consent of Warner Norcross & Judd LLP (included in Exhibit 5.1 and here incorporated by reference).

 
 
 
 
 
24.1
 
Powers of Attorney.








EXHIBIT 5.1

Warner Norcross & Judd LLP
Attorneys at Law
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487

May 10, 2017

Chemical Financial Corporation
235 E. Main Street
Midland, Michigan 48640

 
Re:
Chemical Financial Corporation
Registration Statement on Form S-8

Ladies and Gentlemen:

We are counsel to Chemical Financial Corporation (" Chemical ") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 300,000 shares of Chemical common stock, no par value (" Common Stock ") issuable under the Chemical Financial Corporation 401(k) Savings Plan (the " Plan "), under a registration statement on Form S-8 (the " Registration Statement ") filed with the Securities and Exchange Commission (the " Commission ") on or about May 10, 2017.
 
We are familiar with the proceedings taken by Chemical in connection with the authorization of 300,000 shares of Common Stock to be issued under the Registration Statement (the " Shares "). We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such copies.
 
Based upon the foregoing, we are of the opinion that the Shares, when duly registered under the Securities Act and issued and delivered under the Plan, will be validly issued, fully paid, and nonassessable.
 
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the SEC promulgated thereunder.
 
This opinion is rendered for the purposes of Part II, Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K and may not be used, quoted, or referred to or filed for any other purpose without our prior written permission. This opinion, which is limited to the matters specifically referenced in this letter and is further limited to the laws of the State of Michigan and the federal laws of the United States of America, is effective as of the date of this letter. No expansion of our opinion may be made by implication or otherwise.


 
Warner Norcross & Judd LLP
 
 
May 10, 2017
By
/s/ Charlie Goode
 
 
Charlie Goode, a Partner








EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Chemical Financial Corporation:

We consent to the use of our reports dated March 1, 2017, with respect to the consolidated statements of financial position of Chemical Financial Corporation as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016, and the effectiveness of internal control over financial reporting as of December 31, 2016, incorporated herein by reference in the registration statement.

/s/ KPMG LLP
 
 
 
Detroit, Michigan
 
May 10, 2017
 





EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Chemical Financial Corporation:

We consent to use of our report dated June 21, 2016 with respect to the statements of net assets available for benefits of the Chemical Financial Corporation 401(k) Savings Plan as of December 31, 2015 and 2014, and the related statement of changes in net assets available for benefits for the year ended December 31, 2015 included in the Annual Report (11-K) for the year ended December 31, 2015.

/s/ Andrews Hooper & Pavlik P.L.C.
 
 
 
Saginaw, Michigan
 
May 10, 2017
 






EXHIBIT 24.1


LIMITED POWER OF ATTORNEY



The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint David B. Ramaker and Dennis L. Klaeser, and each of them, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation relating to the Chemical Financial Corporation 401(k) Savings Plan, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.


Dated:
May 2, 2017
 
/s/ James R. Fitterling
 
 
 
James R. Fitterling





LIMITED POWER OF ATTORNEY



The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint David B. Ramaker and Dennis L. Klaeser, and each of them, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation relating to the Chemical Financial Corporation 401(k) Savings Plan, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.


Dated:
May 2, 2017
 
/s/ Ronald A. Klein
 
 
 
Ronald A. Klein





LIMITED POWER OF ATTORNEY



The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint David B. Ramaker and Dennis L. Klaeser, and each of them, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation relating to the Chemical Financial Corporation 401(k) Savings Plan, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.


Dated:
May 2, 2017
 
/s/ Richard M. Lievense
 
 
 
Richard M. Lievense





LIMITED POWER OF ATTORNEY



The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint David B. Ramaker and Dennis L. Klaeser, and each of them, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation relating to the Chemical Financial Corporation 401(k) Savings Plan, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.

Dated:
May 10, 2017
 
/s/ Barbara J. Mahone
 
 
 
Barbara J. Mahone





LIMITED POWER OF ATTORNEY



The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint David B. Ramaker and Dennis L. Klaeser, and each of them, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation relating to the Chemical Financial Corporation 401(k) Savings Plan, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.

Dated:
May 2, 2017
 
/s/ John E. Pelizzari
 
 
 
John E. Pelizzari





LIMITED POWER OF ATTORNEY



The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint David B. Ramaker and Dennis L. Klaeser, and each of them, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation relating to the Chemical Financial Corporation 401(k) Savings Plan, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.

Dated:
May 2, 2017
 
/s/ David T. Provost
 
 
 
David T. Provost





LIMITED POWER OF ATTORNEY



The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint David B. Ramaker and Dennis L. Klaeser, and each of them, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation relating to the Chemical Financial Corporation 401(k) Savings Plan, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.

Dated:
May 2, 2017
 
/s/ Larry D. Stauffer
 
 
 
Larry D. Stauffer





LIMITED POWER OF ATTORNEY



The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint David B. Ramaker and Dennis L. Klaeser, and each of them, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation relating to the Chemical Financial Corporation 401(k) Savings Plan, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.

Dated:
May 4, 2017
 
/s/ Jeffrey L. Tate
 
 
 
Jeffrey L. Tate





LIMITED POWER OF ATTORNEY



The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint David B. Ramaker and Dennis L. Klaeser, and each of them, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation relating to the Chemical Financial Corporation 401(k) Savings Plan, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.

Dated:
May 8, 2017
 
/s/ Gary Torgow
 
 
 
Gary Torgow





LIMITED POWER OF ATTORNEY



The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint David B. Ramaker and Dennis L. Klaeser, and each of them, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation relating to the Chemical Financial Corporation 401(k) Savings Plan, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.

Dated:
May 2, 2017
 
/s/ Arthur A. Weiss
 
 
 
Arthur A. Weiss





LIMITED POWER OF ATTORNEY



The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint David B. Ramaker and Dennis L. Klaeser, and each of them, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation relating to the Chemical Financial Corporation 401(k) Savings Plan, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.

Dated:
May 1, 2017
 
/s/ Franklin C. Wheatlake
 
 
 
Franklin C. Wheatlake