As filed with the Securities and Exchange Commission on March 23, 2010

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

First Interstate BancSystem, Inc.

(Exact name of registrant as specified in its charter)

Montana		6022		81-0331430
(State or other jurisdiction of Incorporation)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

401 North 31st Street
Billings, Montana 59116
(406) 255-5390

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Terrill R. Moore
Executive Vice President and Chief Financial Officer
401 North 31st Street
Billings, Montana 59116
(406) 255-5390

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

David G. Angerbauer, Esq. Scott A. Berdan, Esq. Holland & Hart LLP 60 E. South Temple, Suite 2000 Salt Lake City, UT 84111-1031 (801) 799-5800		Lee Meyerson, Esq. Lesley Peng, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017-3954 (212) 455-2000

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

     If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ Registration No. 333-164380

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Proposed Maximum

Amount of

Title of Each

Amount to be

Aggregate Price per

Aggregate Offering

Registration

Class of Securities To be Registered

Registered(1)(2)

Share(2)(3)

Price(3)

Fee

Class A Common Stock

1,495,000 shares

$14.50

$21,677,500

$1,546

     This Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act.

 

 

EXPLANATORY NOTE

     This registration statement on Form S-1 is being filed with respect to the registration of additional shares of Class A common stock, no par value, of First Interstate BancSystem, Inc., a corporation organized under the laws of the State of Montana (the “Registrant”), in accordance with Rule 462(b) under the Securities Act of 1933, as amended. Pursuant to Rule 462(b), the contents of the registration statement on Form S-1 (File No. 333-164380) of the Registrant, including the exhibits thereto and each of the documents incorporated by reference therein, are incorporated by reference into this registration statement.

     The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Billings, State of Montana, on March 23, 2010.

Signature		Title		Date
/s/ Lyle R. Knight   Lyle R. Knight		President, Chief Executive Officer and Director (Principal Executive Officer)		March 23, 2010
/s/ Terrill R. Moore   Terrill R. Moore		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		March 23, 2010
*   Steven J. Corning		Director		March 23, 2010
*   David H. Crum		Director		March 23, 2010
*   William B. Ebzery		Director		March 23, 2010
*   Charles E. Hart, M.D., M.S.		Director		March 23, 2010
*   James W. Haugh		Director		March 23, 2010
*   Charles M. Heyneman		Director		March 23, 2010
*   Ross E. Leckie		Director		March 23, 2010
*   Terry W. Payne		Director		March 23, 2010
*   James R. Scott		Director		March 23, 2010
*   Jonathan R. Scott		Director		March 23, 2010
*   Julie A. Scott		Director		March 23, 2010
*   Randall I. Scott		Director		March 23, 2010

Signature		Title		Date
*   Thomas W. Scott		Director		March 23, 2010
*   Sandra A. Scott Suzor		Director		March 23, 2010
*   Michael J. Sullivan		Director		March 23, 2010
*   Martin A. White		Director		March 23, 2010
*By: /s/ Terrill R. Moore   Attorney-in-fact

EXHIBITS

     All exhibits filed with or incorporated by reference in Registration Statement No. 333-164380 are incorporated by reference into, and shall be deemed part of, this registration statement, except the following, which is filed herewith.

Exhibit
Number				Description of Document
	5.1			Opinion of Holland & Hart LLP.
	23.1			Consent of Holland & Hart LLP (contained in Exhibit 5.1).
	23.2			Consent of McGladrey & Pullen, LLP.
	24.1			Power of Attorney (incorporated by reference to Exhibit 24.1 of Registration Statement No. 333-164380)