As filed with the Securities and Exchange Commission on August 14, 2009

Registration No. 333-153064

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

FIRST INTERSTATE BANCSYSTEM, INC.

(Exact name of issuer as specified in its charter)

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

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

SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE
BANCSYSTEM, INC., 2008 RESTATEMENT, AS AMENDED
(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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ (Do not check if a smaller reporting company)

Smaller reporting company o

 

 

EXPLANATORY NOTE

     This Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (Commission File No. 333-153064) is being filed solely for the purpose of amending the exhibit list to replace an incorrect Second Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2006 Restatement (prior Exhibit 4.37) with a corrected Second Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2008 Restatement (Exhibit 4.38.)

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.
	4.35*			Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2008 Restatement.
	4.36*			First Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2008 Restatement.
	4.38			Second Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2008 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 14, 2009.

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 14, 2009.

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/ Steven J. Corning**   Steven J. Corning		Director
/s/ David H. Crum**   David H. Crum		Director
/s/ William B. Ebzery**   William B. Ebzery		Director
/s/ Charles E. Hart**   Charles E. Hart		Director
/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)

Signature		Title
Ross E. Leckie		Director
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. Sullivan**   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)
**By Power of Attorney:		/s/ terrill r. moore
		Terrill R. Moore Attorney-in-Fact

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 14, 2009.

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.
	4.35*			Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2008 Restatement.
	4.36*			First Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2008 Restatement.
	4.38			Second Amendment to the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc., 2008 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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