As filed with the Securities and Exchange Commission on August 18, 2008

Registration No. 333-                    

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM S-8

FIRST INTERSTATE BANCSYSTEM, INC.

(Exact name of issuer as specified in its charter)

Montana		81-0331430
(State or other Jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

400 North 31^st Street, Billings, Montana 59116
(Address of Principal Executive Offices and Zip Code)

(Full titles of plans)

Terrill R. Moore
Executive 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 a Copy to:
Holland & Hart LLP
Attn: David G. Angerbauer, Esq.
60 East South Temple, Suite 2000
Salt Lake City, Utah 84111
(801) 799-5800

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

Proposed

Proposed

Amount to be

maximum offering

maximum aggregate

Amount of

Title of securities to be registered (1)

registered (2)

price per share (3)

offering price

registration fee

Common Stock (no par value)

2,000,000

$

77.00

$

154,000,000

$

6,052.20

 

 

EXPLANATORY NOTE

     This Registration Statement on Form S-8 is being filed pursuant to General Instruction E for Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register 2,000,000 additional shares of the registrant’s common stock available for issuance pursuant to the First Interstate BancSystem, Inc. Employee Stock Purchase Plan, as amended and restated, and the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement, as amended. This Registration Statement incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 related to the plans previously filed on (i) May 19, 1998 (Reg. No. 333-53011), and (ii) April 22, 1999 (Reg. No. 333-76825), including all exhibits and amendments thereto and all periodic reports of the Registrant that were filed subsequent to the prior Form S-8s and which are incorporated by reference into such Form S-8s.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.      EXHIBITS

Regulation S-K
Exhibit				Document
	4.1(1)			Form of Shareholder’s Agreement for non-Scott family members dated August 19, 2002.
	4.30			First Interstate BancSystem, Inc. Employee Stock Purchase Plan, as amended and restated effective April 30, 2008.
	4.31	(2)		Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement.
	4.32	(3)		First Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement.
	4.33	(3)		Second Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement.
	4.34			Third Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement.
	5			Opinion of Holland & Hart LLP, as to the legality of securities being registered.
	23.1			Consent of McGladrey & Pullen LLP.
	23.2			Consent of Holland & Hart LLP (contained in Exhibit 5).
	24			Power of Attorney (included on page 4 of this Registration Statement).

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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 18, 2008.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature to this Registration Statement appears below hereby constitutes and appoints Lyle R. Knight 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.

     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 18, 2008.

Signature		Title
/s/ Thomas W. Scott   Thomas W. Scott		Chairman of the Board
/s/ James R. Scott   James R. Scott		Vice Chairman of the Board
/s/ Elouise C. Cobell   Elouise C. Cobell		Director
/s/ Steven J. Corning   Steven J. Corning		Director
/s/ David H. Crum   David H. Crum		Director
/s/ Richard A. Dorn   Richard A. Dorn		Director
/s/ William B. Ebzery   William B. Ebzery		Director
/s/ Charles E. Hart   Charles E. Hart		Director

Signature		Title
/s/ James W. Haugh   James W. Haugh		Director
/s/ Charles M. Heyneman   Charles M. Heyneman		Director
/s/ Lyle R. Knight   Lyle R. Knight		President and Chief Executive Officer, Director  (Principal Executive Officer)
Terry W. Payne		Director
/s/ Jonathan R. Scott   Jonathan R. Scott		Director
/s/ Julie A. Scott   Julie A. Scott		Director
/s/ Randall I. Scott   Randall I. Scott		Director
/s/ Michael J. Scott   Michael J. Sullivan		Director
/s/ Sandra A. Scott Suzor   Sandra A. Scott Suzor		Director
/s/ Martin A. White   Martin A. White		Director
/s/ Terrill R. Moore   Terrill R. Moore		Executive Vice President, Chief Financial Officer  (Principal Financial and Accounting Officer)

2. SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE BANSYSTEM, INC.

     Pursuant to the requirements of the Securities Act, the trustee has duly caused this 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 18, 2008.

		Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc.
		/s/ Lyle R. Knight
		By: Lyle R. Knight
		Its: Chairman, First Interstate BancSystem, Inc. Benefits Committee, Plan Administrator of the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc.

FIRST INTERSTATE BANCSYSTEM, INC.

EXHIBITS INDEX

Regulation S-K
Exhibit				Document
	4.1(1)			Form of Shareholder’s Agreement for non-Scott family members dated August 19, 2002.
	4.30			First Interstate BancSystem, Inc. Employee Stock Purchase Plan, as amended and restated effective April 30, 2008.
	4.31	(2)		Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement.
	4.32	(3)		First Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement.
	4.33	(3)		Second Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement.
	4.34			Third Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement.
	5			Opinion of Holland & Hart LLP, as to the legality of securities being registered.
	23.1			Consent of McGladrey & Pullen LLP.
	23.2			Consent of Holland & Hart LLP (contained in Exhibit 5).
	24			Power of Attorney (included on page 4 of this Registration Statement).

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