Registration No. 333-____________

United States
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 East 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
President and Chief Executive Officer
Chemical Financial Corporation
235 East Main Street
Midland, Michigan 48640

Copies to:

Jeffrey A. Ott
Warner Norcross & Judd LLP
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487

(Name and Address of Agent For Service)

(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           Accelerated filer  X         Non-accelerated filer           Smaller Reporting Company      

CALCULATION OF REGISTRATION FEE

Title Of
Securities To Be
Registered


Amount To Be
Registered

Proposed Maximum
Offering Price
Per Share (1)(2)

Proposed Maximum
Aggregate
Offering Price(1)(2)


Amount Of
Registration Fee


Common Stock,
$1 par value


250,000 shares(3)


$ 23.51


$ 5,877,500


$ 419.07


(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

On April 27, 2010, the average of the bid and asked price of the Common Stock of Chemical Financial Corporation was $23.51 per share. The registration fee is computed in accordance with Rule 457(h) and (c) under the Securities Act of 1933.



(3)

Plus an indeterminate number of additional shares as may be required to be issued in the event of an adjustment as a result of an increase in the number of issued shares of Common Stock resulting from a subdivision of such shares, the payment of stock dividends or certain other capital adjustments.

(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 250,000 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, and on registration statement on Form S-8 filed May 18, 2005 (File No. 333-125031), registering 150,000 shares, are 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 250,000 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") and the Plan with the Securities and Exchange Commission are incorporated by reference into this registration statement:

          (a)          Chemical's Annual Report on Form 10-K for the year ended December 31, 2009.

          (b)          All other reports filed by Chemical pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 2009.

          (c)          The description of Chemical's common stock, $1.00 par value per share, which is contained in Chemical's Form 8-A registration statement filed under the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description.

                    All documents subsequently filed by Chemical and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 before the filing of a post-effective amendment that indicates that all securities offered have been sold or that 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.





-2-


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 an exhibit to Chemical's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed with the SEC on August 5, 2009. Here incorporated by reference.

 

 

 

 

 

 

4.2

 

 

Bylaws. Previously filed as Exhibit 3.2 to the registrant's Current Report on Form 8-K dated January 20, 2009, filed with the SEC on January 23, 2009. Here incorporated by reference.

 

 

 

 

 

 

4.3

 

 

Long Term Debt. Chemical Financial Corporation has outstanding long-term debt which at the time of this report does not exceed 10% of Chemical Financial Corporation's total consolidated assets. Chemical financial corporation agrees to furnish copies of the agreements defining the rights of holders of such long-term debt to the Security and Exchange Commission upon request.

 

 

 

 

 

 

5

 

 

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 above.

 

 

 

 

 

 

24

 

 

Powers of Attorney.










-3-


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 this 29th day of April, 2010.

 

CHEMICAL FINANCIAL CORPORATION

 

 

 

 

 

 

 

By

/s/ David B. Ramaker

 

 

David B. Ramaker
Chairman of the Board, CEO, President and Director
(Principal Executive Officer and
duly authorized signatory for the Registrant)

                    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 date indicated.


April 29, 2010

/s/ David B. Ramaker

 

David B. Ramaker
Chairman of the Board, CEO, President and Director
(Principal Executive Officer)

 

 

 

 

April 29, 2010

/s/ Lori A. Gwizdala

 

Lori A. Gwizdala
Executive Vice President, Chief Financial Officer
and Treasurer
(Principal Financial and Accounting Officer)

 

 

 

 

April 29, 2010

/s/ Gary E. Anderson*

 

Gary E. Anderson
Director

 

 

 

 

April 29, 2010

/s/ J. Daniel Bernson*

 

J. Daniel Bernson
Director

 

 

 

 

April 29, 2010

/s/ Nancy Bowman*

 

Nancy Bowman
Director

 

 

 

 

April 29, 2010

/s/ James A. Currie*

 

James A. Currie
Director

 

 

 

 

April 29, 2010

/s/ Thomas T. Huff*

 

Thomas T. Huff
Director

 

 



-4-


 

 

April 29, 2010

/s/ Michael T. Laethem*

 

Michael T. Laethem
Director

 

 

 

 

April 29, 2010

/s/ Geoffery E. Merszei*

 

Geoffery E. Merszei
Director

 

 

 

 

April 29, 2010

/s/ Terence F. Moore*

 

Terence F. Moore
Director

 

 

 

 

April 29, 2010

/s/ Aloysius J. Oliver*

 

Aloysius J. Oliver
Director

 

 

 

 

April 29, 2010

/s/ Larry D. Stauffer*

 

Larry D. Stauffer
Chairman of the Board and Director

 

 

 

 

April 29, 2010

/s/ William S. Stavropoulos*

 

William S. Stavropoulos
Director

 

 

 

 

April 29, 2010

/s/ Franklin C. Wheatlake*

 

Franklin C. Wheatlake
Director



*By

/s/ Lori A. Gwizdala

 

 

Lori A. Gwizdala
Attorney-in-Fact

 







-5-


INDEX TO EXHIBITS


Exhibit
Number

 


Document

 

 

 

 

4.1

 

 

Restated Articles of Incorporation. Previously filed as an exhibit to Chemical's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed with the SEC on August 5, 2009. Here incorporated by reference.

 

 

 

 

 

 

4.2

 

 

Bylaws. Previously filed as Exhibit 3.2 to the registrant's Current Report on Form 8-K dated January 20, 2009, filed with the SEC on January 23, 2009. Here incorporated by reference.

 

 

 

 

 

 

4.3

 

 

Long Term Debt. Chemical Financial Corporation has outstanding long-term debt which at the time of this report does not exceed 10% of Chemical Financial Corporation's total consolidated assets. Chemical financial corporation agrees to furnish copies of the agreements defining the rights of holders of such long-term debt to the Security and Exchange Commission upon request.

 

 

 

 

 

 

5

 

 

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 above.

 

 

 

 

 

 

24

 

 

Powers of Attorney.

EXHIBIT 5

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

April 29, 2010

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

 

Re:

Form S-8 Registration Statement
250,000 Shares of Common Stock, Par Value $1.00 Per Share
Chemical Financial Corporation Plan for Participants in the Chemical Financial
Corporation 401(k) Savings Plan (the " Plan ")

Dear 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 250,000 shares of Chemical common stock, par value $1.00 per share (" Common Stock "), under a registration statement on Form S-8 (the " Registration Statement ") filed with the Securities and Exchange Commission (the " Commission ") on or about April 29, 2010.

                    We are familiar with the proceedings taken by Chemical in connection with the authorization of 250,000 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 certified or photostatic 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.

                    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.

 

Warner Norcross & Judd LLP

 

 

 

 

 

/s/ Jeffrey A. Ott

 

Jeffrey A. Ott, 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 February 25, 2010, with respect to the consolidated statements of financial position of Chemical Financial Corporation as of December 31, 2009 and 2008, and the related consolidated statements of income, changes in shareholders' equity, and cash flows, for each of the years in the three-year period ended December 31, 2009 and the effectiveness of internal control over financial reporting as of December 31, 2009, incorporated herein by reference.


/s/ KPMG LLP


Detroit, Michigan
April 29, 2010

EXHIBIT 23.2


Consent of Independent Registered Public Accounting Firmv


We consent to the use of our report dated June 3, 2009 with respect to the statements of net assets available for benefits of the Chemical Financial Corporation 401(k) Savings Plan as of December 31, 2008 and 2007, and the related statement of changes in net assets available for benefits for the year ended December 31, 2008 included in the Annual Report (Form 11-K) for the year ended December 31, 2008.


 

/s/ Andrews Hooper & Pavlik P.L.C.
Certified Public Accountants



Saginaw, Michigan
April 29, 2010

EXHIBIT 24

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer of Chemical Financial Corporation, does hereby appoint DAVID B. RAMAKER and LORI A. GWIZDALA, 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, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the Chemical Financial Corporation 401(k) Savings Plan, and any and all pre-effective or post-effective amendments and supplements to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.


Date:  April 16, 2010

/s/ Gary E. Anderson

   
 

Print Name:  Gary E. Anderson











LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer of Chemical Financial Corporation, does hereby appoint DAVID B. RAMAKER and LORI A. GWIZDALA, 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, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the Chemical Financial Corporation 401(k) Savings Plan, and any and all pre-effective or post-effective amendments and supplements to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.


Date:  April 19, 2010

/s/ J. Daniel Bernson

   
 

Print Name:  J. Daniel Bernson











LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer of Chemical Financial Corporation, does hereby appoint DAVID B. RAMAKER and LORI A. GWIZDALA, 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, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the Chemical Financial Corporation 401(k) Savings Plan, and any and all pre-effective or post-effective amendments and supplements to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.


Date:  April 16, 2010

/s/ Nancy Bowman

   
 

Print Name:  Nancy Bowman











LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer of Chemical Financial Corporation, does hereby appoint DAVID B. RAMAKER and LORI A. GWIZDALA, 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, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the Chemical Financial Corporation 401(k) Savings Plan, and any and all pre-effective or post-effective amendments and supplements to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.


Date:  April 19, 2010

/s/ James A. Currie

   
 

Print Name:  James A. Currie











LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer of Chemical Financial Corporation, does hereby appoint DAVID B. RAMAKER and LORI A. GWIZDALA, 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, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the Chemical Financial Corporation 401(k) Savings Plan, and any and all pre-effective or post-effective amendments and supplements to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.


Date:  April 16, 2010

/s/ Thomas T. Huff

   
 

Print Name:  Thomas T. Huff











LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer of Chemical Financial Corporation, does hereby appoint DAVID B. RAMAKER and LORI A. GWIZDALA, 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, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the Chemical Financial Corporation 401(k) Savings Plan, and any and all pre-effective or post-effective amendments and supplements to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.


Date:  April 14, 2010

/s/ Michael T. Laethem

   
 

Print Name:  Michael T. Laethem











LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer of Chemical Financial Corporation, does hereby appoint DAVID B. RAMAKER and LORI A. GWIZDALA, 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, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the Chemical Financial Corporation 401(k) Savings Plan, and any and all pre-effective or post-effective amendments and supplements to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.


Date:  April 14, 2010

/s/ Geoffery E. Merszei

   
 

Print Name:  Geoffery E. Merszei











LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer of Chemical Financial Corporation, does hereby appoint DAVID B. RAMAKER and LORI A. GWIZDALA, 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, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the Chemical Financial Corporation 401(k) Savings Plan, and any and all pre-effective or post-effective amendments and supplements to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.


Date:  April 20, 2010

/s/ Terence F. Moore

   
 

Print Name:  Terence F. Moore











LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer of Chemical Financial Corporation, does hereby appoint DAVID B. RAMAKER and LORI A. GWIZDALA, 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, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the Chemical Financial Corporation 401(k) Savings Plan, and any and all pre-effective or post-effective amendments and supplements to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.


Date:  April 19, 2010

/s/ Aloysius J. Oliver

   
 

Print Name:  Aloysius J. Oliver











LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer of Chemical Financial Corporation, does hereby appoint DAVID B. RAMAKER and LORI A. GWIZDALA, 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, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the Chemical Financial Corporation 401(k) Savings Plan, and any and all pre-effective or post-effective amendments and supplements to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.


Date:  April 14, 2010

/s/ Larry D. Stauffer

   
 

Print Name:  Larry D. Stauffer











LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer of Chemical Financial Corporation, does hereby appoint DAVID B. RAMAKER and LORI A. GWIZDALA, 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, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the Chemical Financial Corporation 401(k) Savings Plan, and any and all pre-effective or post-effective amendments and supplements to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.


Date:  April 14, 2010

/s/ William S. Stavropoulos

   
 

Print Name:  William S. Stavropoulos











LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer of Chemical Financial Corporation, does hereby appoint DAVID B. RAMAKER and LORI A. GWIZDALA, 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, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the Chemical Financial Corporation 401(k) Savings Plan, and any and all pre-effective or post-effective amendments and supplements to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.


Date:  April 20, 2010

/s/ Franklin C. Wheatlake

   
 

Print Name:  Franklin C. Wheatlake