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As filed with the Securities and Exchange Commission on September 6, 2001
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Registration No. 333-76825
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST INTERSTATE BANCSYSTEM, INC.
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(Exact name of issuer as specified in its charter)
MONTANA 81-0331430
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(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
400 North 31st Street, Billings, Montana 59116
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(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
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(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
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(Name and address of agent for service)
(406) 255-5390
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(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
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 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 24, 2001 (Exhibit 4.26) and amendments to the
Savings and Profit Sharing Plan for Employees of First Interstate BancSystem,
Inc., as amended and restated (Exhibits 4.21, 4.22, 4.23, 4.24 and 4.25).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS
Regulation S-K
Exhibit Document
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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
4.8(1) Savings and Profit Sharing Plan for Employees of the Registrant, as amended December
31, 1994.
4.9(6) Amendment to the Savings and Profit Sharing Plan for Employees of the Registrant,
adopted September 21, 1995.
4.10(6) First Amendment to the Savings and Profit Sharing Plan for Employees of the
Registrant, dated December 20, 1995.
4.11(6) Second Amendment to the Savings and Profit Sharing Plan for Employees of the
Registrant, dated July 18, 1996.
4.12(6) Third Amendment to the Savings and Profit Sharing Plan for Employees of the
Registrant, dated September 19, 1996.
4.13(6) Fourth Amendment to the Savings and Profit Sharing Plan for Employees of the
Registrant, dated January 16, 1997.
4.14(3) Fifth Amendment to the Savings and Profit Sharing Plan for Employees of the
Registrant, dated September 18, 1997.
4.15* Sixth Amendment to the Savings and Profit Sharing Plan for Employees of the
Registrant, dated December 12, 1998.
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Regulation S-K
Exhibit Document
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4.16* Seventh Amendment to the Savings and Profit Sharing Plan for Employees of the
Registrant, dated April 6, 1999.
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.
4.21 Eight Amendment to the Savings and Profit Sharing Plan for Employees of the
Registrant, dated May 20, 1999.
4.22 Ninth Amendment to the Savings and Profit Sharing Plan for Employees of the
Registrant, dated August 1, 2000.
4.23 Tenth Amendment to the Savings and Profit Sharing Plan for Employees of the
Registrant, dated January 1, 2001.
4.24 Eleventh Amendment to the Savings and Profit Sharing Plan for Employees of the
Registrant, dated April 1, 2001.
4.25 Twelfth Amendment to the Savings and Profit Sharing Plan for Employees of the
Registrant, dated April 30, 2001.
4.26 Shareholder's Agreement for non-Scott family members dated August 24, 2001.
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)
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(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.
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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 September 6, 2001.
First Interstate BancSystem, Inc.
By: /s/ Thomas W. Scott
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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.
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 September 6, 2001.
SIGNATURE TITLE
/s/ Homer A. Scott, Jr. Chairman of the Board
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Homer A. Scott, Jr.
/s/ Dan S. Scott Director
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Dan S. Scott
/s/ James R. Scott Vice Chairman of the Board
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James R. Scott
/s/ Sandra Scott Suzor Director
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Sandra Scott Suzor
/s/ John M. Heyneman, Jr. Director
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John M. Heyneman, Jr.
/s/ Joel T. Long Director
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Joel T. Long
/s/ Lyle R. Knight President and Chief Operating Officer, Director
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Lyle R. Knight
/s/ Terry W. Payne Director
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Terry W. Payne
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/s/ James W. Haugh Director
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James W. Haugh
/s/ Thomas W. Scott Chief Executive Officer and Director
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Thomas W. Scott
/s/ C. Gary Jennings Director
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C. Gary Jennings
/s/ Robert L. Nance Director
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Robert L. Nance
/s/ Robert H. Waller Director
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Robert H. Waller
/s/ Elouise C. Cobell Director
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Elouise C. Cobell
/s/ Richard A. Dorn Director
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Richard A. Dorn
/s/ Larry F. Suchor Director
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Larry F. Suchor
/s/ William B. Ebzery Director
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William B. Ebzery
/s/ David H. Crum Director
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David H. Crum
/s/ Terrill R. Moore Senior Vice President, Chief Financial Officer
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Terrill R. Moore
2. SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE
BANSYSTEM, 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 September 6, 2001.
Savings and Profit Sharing Plan for
Employees of First Interstate BancSystem,
Inc., as amended and restated
/s/ Richard A. McCann
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By: Richard A. McCann
Its: Trustee
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FIRST INTERSTATE BANCSYSTEM, INC.
EXHIBITS INDEX
Exhibit Document
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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
4.8(1) Savings and Profit Sharing Plan for Employees of the Registrant, as amended December 31,
1994.
4.9(6) Amendment to the Savings and Profit Sharing Plan for Employees of the Registrant,
adopted September 21, 1995.
4.10(6) First Amendment to the Savings and Profit Sharing Plan for Employees of the Registrant,
dated December 20, 1995.
4.11(6) Second Amendment to the Savings and Profit Sharing Plan for Employees of the Registrant,
dated July 18, 1996.
4.12(6) Third Amendment to the Savings and Profit Sharing Plan for Employees of the Registrant,
dated September 19, 1996.
4.13(6) Fourth Amendment to the Savings and Profit Sharing Plan for Employees of the Registrant,
dated January 16, 1997.
4.14(3) Fifth Amendment to the Savings and Profit Sharing Plan for Employees of the Registrant,
dated September 18, 1997.
4.15* Sixth Amendment to the Savings and Profit Sharing Plan for Employees of the Registrant,
dated December 12, 1998.
4.16* Seventh Amendment to the Savings and Profit Sharing Plan for Employees of the
Registrant, dated April 6, 1999.
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.
.9(7)
4.19* First Interstate Stockholders' Agreements with Scott family members.
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4.20* Form of Charity Shareholder's Agreement with charitable shareholders.
4.21 Eight Amendment to the Savings and Profit Sharing Plan for Employees of the Registrant,
dated May 20, 1999.
4.22 Ninth Amendment to the Savings and Profit Sharing Plan for Employees of the Registrant,
dated August 1, 2000.
4.23 Tenth Amendment to the Savings and Profit Sharing Plan for Employees of the Registrant,
dated January 1, 2001.
4.24 Eleventh Amendment to the Savings and Profit Sharing Plan for Employees of the
Registrant, dated April 1, 2001.
4.25 Twelfth Amendment to the Savings and Profit Sharing Plan for Employees of the
Registrant, dated April 30, 2001.
4.26 Shareholder's Agreement for non-Scott family members dated August 24, 2001.
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)
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(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.
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