As filed with the Securities and Exchange Commission on August 28, 2002
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Registration No. 333-76825
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST INTERSTATE BANCSYSTEM, INC.
(Exact name of issuer as specified in its charter)
MONTANA 81-0331430
(State or other Jurisdiction of incorporation or (I.R.S. Employer Identification Number)
organization)
401 North 31st Street, Billings, Montana 59116
(Address of Principal Executive Offices and Zip Code)
SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE
BANCSYSTEM, INC., AS AMENDED
FIRST INTERSTATE BANCSYSTEM, INC. STOCK OPTIONS AND STOCK APPRECIATION
RIGHTS PLAN, AS AMENDED, AND
FIRST INTERSTATE BANCSYSTEM, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full titles of plans)
Terrill R. Moore
Senior Vice President and Chief Financial Officer
FIRST INTERSTATE BANCSYSTEM, INC.
401 North 31st Street
Billings, Montana 59116
(Name and address of agent for service)
(406) 255-5390
(Telephone number, including area code, of agent for service)
With Copy to:
Holland & Hart LLP
Attn: Dennis M. Jackson, Esq.
555 Seventeenth Street, Suite 3200
Denver, Colorado 80202
(303) 295-8115
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to Registration Statement on Form
S-8 (Commission File No. 333-76825) is being filed solely for the purpose of
amending the exhibit list to include the Shareholder's Agreement for non-Scott
family members dated August 19, 2002 (Exhibit 4.27) and to replace Savings and
Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., as
amended December 31, 1994 and all amendments thereto (Exhibits 4.8, 4.9, 4.10,
4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.21, 4.22, 4.23, 4.24 and 4.25) with
Savings and Profit Sharing Plan for Employees of First Interstate BancSystem,
Inc., as amended and restated effective January 1, 2001 and the first amendment
thereto (Exhibits 4.28 and 4.29).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS
Regulation S-K
Exhibit Document
4.1(1) Restated Articles of Incorporation of the Registrant dated
February 27, 1986
4.2(2) Articles of Amendment to Restated Articles of Incorporation of
the Registrant dated September 19, 1996
4.3(2) Articles of Amendment to Restated Articles of Incorporation of
the Registrant dated September 19, 1996
4.4(3) Articles of Amendment to Restated Articles of Incorporation of
the Registrant dated October 7, 1997
4.5(6) Bylaws of the Registrant
4.5(4) Amendment to Bylaws of the Registrant dated March 18, 1999
4.6(5) Specimen of common stock certificate of First Interstate
BancSystem, Inc.
4.7(7) Shareholder's Agreement for non-Scott family members
4.17(1) Stock Option and Stock Appreciation Rights Plan of the
Registrant, as amended.
4.18(7) Employee Stock Purchase Plan of the Registrant, dated May 1,
1998.
4.19* First Interstate Stockholders' Agreements with Scott family
members.
4.20* Form of Charity Shareholder's Agreement with charitable
shareholders.
4.26* Form of Shareholder's Agreement for non-Scott family members
dated August 24, 2001.
4.27 Form of Shareholder's Agreement for non-Scott family members
dated August 19, 2002.
4.28 Savings and Profit Sharing Plan for Employees of First
Interstate BancSystem, Inc., as amended and restated effective
January 1, 2001.
2
Regulation S-K
Exhibit Document
4.29 First Amendment to Savings and Profit Sharing Plan for
Employees of First Interstate BancSystem, Inc., dated March
28, 2002.
5* Opinion of Holland & Hart LLP, as to the legality of
securities being registered.
23.1* Consent of KPMG LLC, Independent Certified Public Accountants.
23.2* Consent of Holland & Hart LLP (contained in Exhibit 5)
24 Power of Attorney (included on page 6 of this Registration
Statement)
(1) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, No. 333-84540.
(2) Incorporated by reference to the Registrant's Form 8-K dated
October 1, 1996.
(3) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, No. 333-37847.
(4) Incorporated by reference to the Registrant's Form 10-K for
the fiscal year ended December 31, 1999, No. 033-64304.
(5) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, No. 333-3250.
(6) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, No. 333-25633.
(7) Incorporated by reference to the Registrant's Registration
Statement on Form S-8, No. 333-53011.
* Previously filed.
SIGNATURES
1. REGISTRANT
Pursuant to the requirements of the Securities Act, 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 Billings, State of Montana, on August 28, 2002.
First Interstate BancSystem, Inc.
By: /s/ Thomas W. Scott
-----------------------------------
Thomas W. Scott
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature to
this Registration Statement appears below hereby constitutes and appoints Thomas
W. Scott and Terrill R. Moore, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his
behalf individually and in the capacity stated below, and to perform any acts
necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement or
the amendments thereto and each of the undersigned does hereby ratify and
confirm all that such attorney-in-fact and agent, or his substitutes, shall do
or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons in the
capacities indicated on August 28, 2002.
SIGNATURE TITLE
/s/ Homer A. Scott, Jr. Chairman of the Board
----------------------------------------
Homer A. Scott, Jr.**
/s/ Dan S. Scott Director
----------------------------------------
Dan S. Scott**
/s/ James R. Scott Vice Chairman of the Board
----------------------------------------
James R. Scott**
/s/ Sandra Scott Suzor Director
----------------------------------------
Sandra Scott Suzor**
/s/ John M. Heyneman, Jr. Director
----------------------------------------
John M. Heyneman, Jr.**
/s/ Joel T. Long Director
----------------------------------------
Joel T. Long**
/s/ Lyle R. Knight President and Chief Operating Officer, Director
----------------------------------------
Lyle R. Knight**
/s/ Terry W. Payne Director
----------------------------------------
Terry W. Payne**
/s/ James W. Haugh Director
----------------------------------------
James W. Haugh**
/s/ Thomas W. Scott Chief Executive Officer and Director
---------------------------------------- (Principal Executive Officer)
Thomas W. Scott
/s/ C. Gary Jennings Director
----------------------------------------
C. Gary Jennings**
/s/ Robert L. Nance Director
----------------------------------------
Robert L. Nance**
/s/ Elouise C. Cobell Director
----------------------------------------
Elouise C. Cobell**
/s/ Richard A. Dorn Director
----------------------------------------
Richard A. Dorn**
/s/ Larry F. Suchor Director
----------------------------------------
Larry F. Suchor**
/s/ William B. Ebzery Director
----------------------------------------
William B. Ebzery**
/s/ David H. Crum Director
----------------------------------------
David H. Crum**
/s/ Terrill R. Moore Senior Vice President, Chief Financial Officer
---------------------------------------- (Principal Financial and Accounting Officer)
Terrill R. Moore
4
**By Power of Attorney: /s/ Terrill R. Moore
-----------------------------------
Terrill R. Moore
Attorney-in-Fact
2. SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE
BANCSYSTEM, INC., AS AMENDED AND RESTATED
Pursuant to the requirements of the Securities Act, the trustee 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 August 28, 2002.
Savings and Profit Sharing Plan for
Employees of First Interstate BancSystem,
Inc., as amended and restated
/s/ Richard A. McCann
-----------------------------------
By: Richard A. McCann
Its: Trustee
5
FIRST INTERSTATE BANCSYSTEM, INC.
EXHIBITS INDEX
Exhibit
Number Document
------- --------
4.1(1) Restated Articles of Incorporation of the Registrant dated
February 27, 1986
4.2(2) Articles of Amendment to Restated Articles of Incorporation of
the Registrant dated September 19, 1996
4.3(2) Articles of Amendment to Restated Articles of Incorporation of
the Registrant dated September 19, 1996
4.4(3) Articles of Amendment to Restated Articles of Incorporation of
the Registrant dated October 7, 1997
4.5(6) Bylaws of the Registrant
4.5(4) Amendment to Bylaws of the Registrant dated March 18, 1999
4.6(5) Specimen of common stock certificate of First Interstate
BancSystem, Inc.
4.7(7) Shareholder's Agreement for non-Scott family members
4.17(1) Stock Option and Stock Appreciation Rights Plan of the
Registrant, as amended.
4.18(7) Employee Stock Purchase Plan of the Registrant, dated May 1,
1998.
4.19* First Interstate Stockholders' Agreements with Scott family
members.
4.20* Form of Charity Shareholder's Agreement with charitable
shareholders.
4.26* Form of Shareholder's Agreement for non-Scott family members
dated August 24, 2001.
4.27 Form of Shareholder's Agreement for non-Scott family members
dated August 19, 2002.
4.28 Savings and Profit Sharing Plan for Employees of First
Interstate BancSystem, Inc., as amended and restated effective
January 1, 2001.
4.29 First Amendment to Savings and Profit Sharing Plan for
Employees of First Interstate BancSystem, Inc., dated March
28, 2002.
5* Opinion of Holland & Hart LLP, as to the legality of
securities being registered.
23.1* Consent of KPMG LLC, Independent Certified Public Accountants.
23.2* Consent of Holland & Hart LLP (contained in Exhibit 5)
24 Power of Attorney (included on page 6 of this Registration
Statement)
6
(1) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, No. 333-84540.
(2) Incorporated by reference to the Registrant's Form 8-K dated
October 1, 1996.
(3) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, No. 333-37847.
(4) Incorporated by reference to the Registrant's Form 10-K for
the fiscal year ended December 31, 1999, No. 033-64304.
(5) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, No. 333-3250.
(6) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, No. 333-25633.
(7) Incorporated by reference to the Registrant's Registration
Statement on Form S-8, No. 333-53011.
* Previously filed.
7