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Dearborn Bancorp Inc/MI · S-2MEF · On 7/20/04

Filed On 7/20/04, 1:25pm ET   ·   Accession Number 950124-4-3270   ·   SEC Files 333-116857, 333-117502

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

 7/20/04  Dearborn Bancorp Inc/MI           S-2MEF      7/20/04    3:27K                                    Bowne of Detroit...01/FA

Registration of Additional Securities   —   Form S-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-2MEF      Registration Statement                              HTML     30K 
 2: EX-5.1      Opinion of Dickinson Wright Pllc                       2±     9K 
 3: EX-23.1     Consent of Crowe Chizek and Company LLC                1      6K 


S-2MEF   —   Registration Statement
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Table of Contents
"Incorporation of Certain Information by Reference Pursuant to General Instruction Iii of Form S-2
"Part Ii. Information Not Required in Prospectus
"Signatures

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  sv2mef  

Table of Contents

As filed with the Securities and Exchange Commission on July 20, 2004

Registration No. 333-          



U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Dearborn Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Michigan
(State or jurisdiction of
incorporation or organization)
  38-3073622
(I.R.S. Employer
Identification No.)

1360 Porter Street
Dearborn, Michigan 48124-2823
(313) 565-5700
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
MICHAEL J. ROSS, PRESIDENT
Dearborn Bancorp, Inc.
1360 Porter Street
Dearborn, Michigan 48124-2823
(313) 565-5700

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

Copies to:

     
VERNE C. HAMPTON II
Dickinson Wright PLLC
500 Woodward Avenue, Suite 4000
Detroit, Michigan 48226-3425
  LIESL A. MALONEY
Honigman Miller Schwartz and Cohn LLP
660 Woodward Avenue, Suite 2290
Detroit, Michigan 48226-3583

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

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

If the registrant elects to deliver its latest annual report to security holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this form, 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. 333-116857

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

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.o

CALCULATION OF REGISTRATION FEE

                             
        Proposed maximum   Proposed maximum    
Title of each class of   Amount to be   offering price   aggregate   Amount of
securities to be registered
  Registered (1)
  per share (2)
  offering price (2)
  registration fee
Common Stock
  132,250 shares   $ 26.76     $ 3,539,010     $ 448.39  

(1)   Includes 17,250 shares of Common Stock which may be purchased by the Underwriters to cover over-allotments.
 
(2)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c), based on the average of the high and low sales prices on July 19 2004, as reported on the Nasdaq Stock Market, of $27.00 and $26.51, respectively.



The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

 




TABLE OF CONTENTS

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO
GENERAL INSTRUCTION III OF FORM S-2
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
Opinion of Dickinson Wright PLLC
Consent of Crowe Chizek and Company LLC


Table of Contents



INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO
GENERAL INSTRUCTION III OF FORM S-2

     In accordance with the provisions of General Instruction III of Form S-2, Dearborn Bancorp, Inc. is registering the additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, and incorporates by reference the contents of its Registration Statement on Form S-2, Registration No. 333-116857, as amended by Amendment No. 1 (the “Incorporated Registration Statement”). The Incorporated Registration Statement was declared effective by the Securities and Exchange Commission on Monday, July 19, 2004.



PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

     All Exhibits filed with the Incorporated Registration Statement are incorporated by reference into this Registration Statement, except the following, which are filed with this Registration Statement.

     
Exhibit No.   Description
5
23.1
23.2
  Opinion of Dickinson Wright PLLC
Consent of Crowe Chizek and Company LLC
Consent of Dickinson Wright PLLC (included in opinion, filed as
Exhibit 5 above)



Table of Contents



SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-2 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, State of Michigan, on July 20, 2004.

         
  DEARBORN BANCORP, INC.
 
 
  By:   /s/ Michael J. Ross    
    Michael J. Ross   
    President and Chief Executive Officer   
 

     In accordance with requirements of the Securities Act of 1933, this Registration Statement or amendment thereto was signed by the following persons in the capacities indicated on July 20, 2004.

             
Signature
  Title
  Signatures
  Title
             
/s/ Michael J. Ross

Michael J. Ross
  President, Chief Executive
Officer and Director
  /s/ Donald G. Karcher

Donald G. Karcher
  Director
             
/s/ Jeffrey L. Karafa

Jeffrey L. Karafa
  Vice President, Treasurer
and Secretary (Principal
Financial and Accounting
Officer)
  /s/ Bradley F. Keller

Bradley F. Keller
  Director
             
/s/ Margaret I. Campbell

Margaret I. Campbell
  Director   /s/ Jeffrey G. Longstreth

Jeffrey G. Longstreth
  Director
             
/s/ John E. Demmer

John E. Demmer
  Chairman of the Board
and Director
  /s/ Richard Nordstrom

Richard Nordstrom
  Director
             
/s/ William J. Demmer

William J. Demmer
  Director   /s/ Robert C. Schwyn

Robert C. Schwyn
  Director
             
/s/ Michael V. Dorian, Jr.

Michael V. Dorian, Jr.
  Director   /s/ Ronnie J. Story

Ronnie J. Story
  Director
             
/s/ David Himick

David Himick
  Director        

II-2



Table of Contents

EXHIBIT INDEX

     
Exhibit Number                                             Exhibit
5.1
  Opinion of Dickinson Wright PLLC regarding legality
23.1
  Consent of Crowe Chizek and Company LLC
23.2
  Consent of Dickinson Wright PLLC (included in Exhibit 5.1)

II-3


Dates Referenced Herein   and   Documents Incorporated By Reference

This S-2MEF Filing   Date   Other Filings
7/19/044, 8-K, 8-K/A, S-2/A
Filed On / Filed As Of / Effective As Of7/20/044, 424B4, 8-K
 
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Filing Submission 0000950124-04-003270   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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