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Michigan
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38-2022454
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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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
(1)
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Proposed maximum
aggregate offering
price
(1)
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Amount of
registration
fee
(2)
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Common Stock, par value $1.00
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2,400,000
(3)
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$41.23
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$98,952,000.00
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$11,992.98
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(1)
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Estimated solely for the purpose of calculating the registration fee, based, in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), on the average of the high and low prices for Chemical Financial Corporation’s common stock on The NASDAQ Global Select Market on May 10, 2019, which date is within five business days prior to filing this Registration Statement.
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(2)
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Amount of the Registration Fee was calculated pursuant to Section 6(b) of the Securities Act, and was determined by multiplying the aggregate offering price by 0.0001212
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(3)
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Represents shares of common stock issuable under the Chemical Financial Corporation Stock Incentive Plan of 2019. In addition to such shares, pursuant to Rule 416(a) under the Securities Act, this Registration Statement covers an undetermined number of shares of common stock of the registrant that may become issuable to prevent dilution from stock splits, stock dividends or similar transactions with respect to the shares registered hereunder.
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1.
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Chemical’s Annual Report on Form 10-K for the year ended December 31, 2018
filed with the Commission on February 28, 2019;
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2.
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Chemical’s Quarterly Report on Form 10-Q
filed with the Commission on May 8, 2019;
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3.
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Chemical’s Current Reports on Form 8-K filed with the Commission on
January 11, 2019
,
January 22, 2019
,
January 28, 2019
,
April 10, 2019
,
April 23, 2019
,
May 3, 2019
and
May 8, 2019
(other than the portions of those documents not deemed to be filed); and
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4.
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The description of Chemical’s Common Stock contained in
Chemical’s Form S-3 Registration Statement
filed with the Commission on May 10, 2017, and any amendment or report filed for the purpose of updating such description.
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By:
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/s/ David T. Provost
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Name: David T. Provost
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Title: Chief Executive Officer and President
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By
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/s/ David T. Provost
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David T. Provost
Director, Chief Executive Officer and President
(Principal Executive Officer)
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By
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/s/ Dennis L. Klaeser
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Dennis L. Klaeser
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
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By:
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/s/ Kathleen S. Wendt
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Kathleen S. Wendt
Executive Vice President and Deputy Chief Financial Officer
(Principal Accounting Officer)
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By
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/s/ James R. Fitterling
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James R. Fitterling
Director
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By
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/s/ Ronald A. Klein
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Ronald A. Klein
Director
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By
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/s/ Richard M. Lievense
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Richard M. Lievense
Director
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By
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/s/ Barbara J. Mahone
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Barbara J. Mahone
Director
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By
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/s/ Barbara L. McQuade
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Barbara L. McQuade
Director
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By
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/s/ John E. Pelizzari
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John E. Pelizzari
Director
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By
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/s/ Thomas C. Shafer
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Thomas C. Shafer
Vice Chairman
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By
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/s/ Lawrence D. Stauffer
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Lawrence D. Stauffer
Director
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By
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/s/ Jeffrey L. Tate
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Jeffrey L. Tate
Director
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By
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/s/ Gary Torgow
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Gary Torgow
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Chairman
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By
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/s/ Arthur A. Weiss
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Arthur A. Weiss
Director
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By
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/s/ Franklin C. Wheatlake
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Franklin C. Wheatlake
Director
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Exhibit
Number
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Description
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3.1
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3.2
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4.1
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Long-Term Debt. The registrant has outstanding long-term debt which at the time of this filing 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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4.2
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4.3
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4.4
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5.1
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23.1
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23.2
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24.1
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Power of Attorney (contained on the signature pages of this Registration Statement)
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