SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Chemical Financial Corp – ‘S-4MEF’ on 6/2/15

On:  Tuesday, 6/2/15, at 9:02am ET   ·   Effective:  6/2/15   ·   Accession #:  905729-15-201   ·   File #s:  333-202555, 333-204636

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/02/15  Chemical Financial Corp           S-4MEF      6/02/15    3:56K                                    Warner Norcross… Judd/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-4MEF      Chemical Financial Form S-4MEF                      HTML     30K 
 2: EX-5.1      Chemical Financial Exhibit 5.1                      HTML     12K 
 3: EX-23.2     Chemical Exhibit 23.2 to Form S-4Mef                HTML      5K 

File No. 333-202555

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

CHEMICAL FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)

235 E. Main Street
Midland, Michigan 48640
(989) 839-5350
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

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

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  □

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

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.  □

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.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)         □

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)        □

CALCULATION OF REGISTRATION FEE

EXPLANATORY NOTE

Effective May 31, 2015, the merger (the "Merger") of Lake Michigan Financial Corporation ("LMFC") with and into Chemical Financial Corporation ("Chemical") was completed pursuant to an Agreement and Plan of Merger, dated January 5, 2015 (the "Merger Agreement"). As a result, each former share of LMFC common stock was converted into the right to receive 1.326 shares of Chemical common stock and $16.64 in cash. In addition, each outstanding Option ceased to represent a stock option for LMFC common stock and was converted into a stock option for Chemical common stock (subject to adjustment as described in the Merger Agreement) and Chemical assumed the Plans. The Options continue to have, and are subject to, the same terms and conditions set forth in the Plans (or any other agreement to which an Option was subject immediately prior to the effective time of the Merger), except as otherwise provided in the Merger Agreement.

Pursuant to the Form S-4 Registration Statement (Registration No. 333-202555), which was declared effective March 25, 2015, Chemical previously registered 4,324,573 shares of its common stock, representing the aggregate maximum number of shares issuable pursuant to the Merger for outstanding shares of LMFC common stock.

Pursuant to this Post-Effective Amendment No. 1 to Form S-4 Registration Statement, Chemical is registering an additional 132,891 shares of its common stock issuable upon the exercise of Options under the Plans.

Chemical is filing this Post-Effective Amendment No. 1 to Form S-4 Registration Statement pursuant to Rule 462(b) of the Securities Act of 1933 and General Instruction K to Form S-4. The contents of Chemical's Registration Statement on Form S-4 (Registration No. 333-202555) are incorporated by reference herein. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant 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 June 2, 2015.

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 dates indicated.

EXHIBIT INDEX

---

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4MEF’ Filing		Date		Other Filings
Filed on / Effective on:		6/2/15
		5/31/15		8-K
		4/30/15		10-Q,  4,  S-8
		3/25/15
		3/6/15		425,  DEF 14A,  DEFA14A,  S-4
		1/5/15		8-K
				List all Filings

↑Top

---

Filing Submission 0000905729-15-000201   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

---

---

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Thu., Apr. 25, 10:23:49.1pm ET