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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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IRS 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
(4)
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Proposed maximum
aggregate offering
price
(4)
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Amount of
registration
fee
(4)
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Common Stock, par value $1.00
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3,310,000
(1) (2)(3)
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N/A
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N/A
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N/A
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(1)
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The number of shares registered reflects the shares of common stock, $1.00 par value (the “
Common Stock
”), of TCF Financial Corporation, a Michigan corporation, formerly known as Chemical Financial Corporation (the “
Registrant
”) issuable under the following plans of TCF Financial Corporation, a Delaware corporation (“
Legacy TCF
”): Amended and Restated Legacy TCF Financial 2015 Omnibus Incentive Plan, Legacy TCF Financial Incentive Stock Program, Legacy TCF 401K Plan, Legacy TCF 401K Supplemental Plan, each as amended to date and each predecessor plan of any of the foregoing (collectively, the “
Legacy TCF Plans
”), assumed by the Registrant on August 1, 2019 pursuant to provisions in the Agreement and Plan of Merger, dated as of January 27, 2019, by and between Legacy TCF and the Registrant.
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Post-Effective Amendment also covers such additional shares of Common Stock as may be issued pursuant to the anti-dilution provisions of the Legacy TCF Plans by reason of stock splits, stock dividends or similar transactions.
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(3)
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Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Post-Effective Amendment also covers an indeterminate amount of interests to be offered or sold pursuant to the Legacy TCF 401K Plan and Legacy TCF 401(K) Supplemental Plan.
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(4)
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All filing fees payable in connection with the registration of these securities were previously paid in connection with the filing with the Securities and Exchange Commission (the "
Commission"
) of the
Registrant’s Registration Statement on Form S-4
(File No. 333-230635) filed on March 29, 2019, as amended by
Pre-Effective Amendment No. 1
filed with the Commission on May 2, 2019. Accordingly, no additional filing fee is required.
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1.
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The Registrant’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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The Registrant’s Quarterly Report on Form
10-Q
for the period ended March 31, 2019 filed with the Commission on May 8, 2019;
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3.
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The Registrant’s Quarterly Report on Form
10-Q
for the period ended June 30, 2019 filed with the Commission on July 31, 2019;
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4.
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The Registrant’s Current Reports on Form 8-K filed with the Commission on
January 22, 2019
,
January 28, 2019
,
January 28, 2019
,
April 23, 2019
,
May 3, 2019
,
May 8, 2019
,
June 6, 2019
,
June 7, 2019
,
June 21, 2019
,
July 16, 2019
,
July 24, 2019
,
August 1, 2019
and
August 1, 2019
(in each case, other than the portions of those documents not deemed to be filed); and
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5.
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The description of the Registrant’s Common Stock contained in
Exhibit 4.1
attached to Registrant’s Current Report on Form 8-K filed with the Commission on August 1, 2019, and any amendment or report filed for the purpose of updating such description.
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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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3.3
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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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Restated Articles of Incorporation, as amended (included as
Exhibits 3.1
and
3.2
)
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4.3
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5.1
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10.1
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10.2
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10.3
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10.4
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10.5
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10.6
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23.1
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23.2
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23.3
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23.4
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24.1
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24.2
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Power of Attorney for Legacy TCF directors (contained on the signature pages of this Registration Statement)*
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By:
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/s/ Craig R. Dahl
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Name: Craig R. Dahl
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Title: Chief Executive Officer and President
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By
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/s/ Craig R. Dahl
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Craig R. Dahl
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 Chief Accounting Officer
(Principal Accounting Officer)
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By
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/s/ Peter Bell
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Peter Bell
Director
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By
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/s/ Karen L. Grandstrand
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Karen L. Grandstrand
Director
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By
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/s/ Richard H. King
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Richard H. King
Director
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By
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*
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Ronald A. Klein
Director
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By
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*
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Barbara J. Mahone
Director
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By
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*
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Barbara L. McQuade
Director
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By
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/s/ Vance K. Opperman
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Vance K. Opperman
Director
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By
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*
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David T. Provost
Vice Chairman
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By
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/s/ Roger J. Sit
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Roger J. Sit
Director
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By
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/s/ Julie H. Sullivan
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Julie H. Sullivan
Director
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By
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*
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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
Executive Chairman
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By
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*
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Arthur A. Weiss
Director |
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By
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*
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Franklin C. Wheatlake
Director
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By
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/s/ Theresa M. H. Wise
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Theresa M. H. Wise
Director
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*By
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/s/ Gary Torgow
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Gary Torgow
Attorney-in-Fact
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NELSON MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW
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104 South Main Street | Ninth Floor
Greenville, SC 29601
T 864.250.2300 F 864.232.2925
nelsonmullins.com
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Re:
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Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4
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