Registration No. 333-188784           

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

 

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

 

Michigan       38-2022454
(State or Other Jurisdiction
of Incorporation or Organization)		       (I.R.S. Employer
Identification Number)

 

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)

 

David B. Ramaker
Chairman, Chief Executive Officer and President
Chemical Financial Corporation
235 E. Main Street
Midland, Michigan 48640

(989) 839-5350
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

Copies to:

 

Jeffrey A. Ott
Warner Norcross & Judd LLP
900 Fifth Third Center
111 Lyon Street NW
Grand Rapids, Michigan 49503
(616) 752-2000

 

Approximate date of commencement of proposed sale to the public: Not applicable.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  [_]

 

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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  [x]

 
 

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [_]

 

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.  [_]

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  [_]

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  [_]

 

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.

 

Large accelerated filer [_]   Accelerated filer [x]
Non-accelerated filer
(Do not check if a smaller reporting company)		 [_]   Smaller reporting company [_]

 

This post-effective amendment will become effective in accordance with the

provisions of Section 8(c) of the Securities Act

 

 

 

REMOVAL OF SECURITIES FROM REGISTRATION

AND TERMINATION OF OFFERING

 

This Post-Effective Amendment No. 1 (the "Amendment") to the Registration Statement on Form S-3 filed by Chemical Financial Corporation (the "Registrant") on May 23, 2013 (No. 333-188784) (the "Registration Statement") is being filed to terminate the effectiveness of the Registration Statement and remove from registration all of the remaining securities covered by the Registration Statement that have not yet been sold as of the date hereof.

 

Item 16. Exhibits:

 

The exhibits filed as part of this registration statement are as follows:

 

Exhibits:

  
   
24.1 Powers of Attorney.
 
 

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 of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Michigan, on June 12, 2014.

 

    CHEMICAL FINANCIAL CORPORATION
     
     
    By: /s/ David B. Ramaker
      David B. Ramaker
Chairman, Chief Executive
Officer and President

 

 

Pursuant to the requirement of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

          Signature             Title Date
       
       
/s/ David B. Ramaker   Chairman, Chief Executive Officer,
President and Director
(Principal Executive Officer)		 June 12, 2014
     David B. Ramaker    
       
       
/s/ Lori A. Gwizdala   Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and Accounting Officer)		 June 12, 2014
     Lori A. Gwizdala    

 

The following directors of Chemical Financial Corporation, which constitute at least a majority of the board of directors, executed a power of attorney appointing David B. Ramaker and Lori A. Gwizdala their attorneys-in-fact, empowering them to sign this registration statement on their behalf.

 

Gary E. Anderson  
Nancy Bowman  
James R. Fitterling  
Thomas T. Huff  
Michael T. Laethem  
James B. Meyer  
Terence F. Moore  
Grace O. Shearer  
Larry D. Stauffer  
Franklin C. Wheatlake  

 

 

 

By /s/ Lori A. Gwizdala    
       Lori A. Gwizdala
     Attorney-in-Fact		    

 

 
 

EXHIBIT INDEX

 

Exhibits:

  
   
24.1 Powers of Attorney.