As filed with the Securities and Exchange Commission on August 21, 2006

Registration No. 333-76825

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

POST-EFFECTIVE AMENDMENT NO. 6
TO

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)

401 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. – 2006 RESTATEMENT

FIRST INTERSTATE BANCSYSTEM, INC. EMPLOYEE STOCK PURCHASE PLAN, AS
AMENDED AND RESTATED
(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) 255-5300
(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

 

 

EXPLANATORY NOTE

     This Post-Effective Amendment No. 6 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 replace Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. – 2002 Restatement and all amendments thereto (prior Exhibits 4.32, 4.33 and 4.34) with Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. – 2006 Restatement (Exhibit 4.31).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. EXHIBITS

Regulation S-K
Exhibit		Document
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 26, 1996.
4.3(2)		Articles of Amendment to Restated Articles of Incorporation of the Registrant dated September 26, 1996.
4.4(3)		Articles of Amendment to Restated Articles of Incorporation of the Registrant dated October 7, 1997.
4.6(4)		Specimen of common stock certificate of First Interstate BancSystem, Inc.
4.7(5)		Shareholder’s Agreement for non-Scott family members.
4.10*		Restated Bylaws of First Interstate BancSystem, Inc. dated July 29, 2004.
4.17(1)		Stock Option and Stock Appreciation Rights Plan of the Registrant, as amended.
4.19*		First Interstate Stockholders’ Agreements with Scott family members.
4.20*		Form of Charity Shareholder’s Agreement with charitable shareholders.
4.26*		Form of Shareholder’s Agreement for non-Scott family members dated August 24, 2001.
4.27*		Form of Shareholder’s Agreement for non-Scott family members dated August 19, 2002.
4.30*		Employee Stock Purchase Plan of the Registrant, as amended and restated effective April 30, 2003.
4.31		Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. — 2006 Restatement.
5*		Opinion of Holland & Hart LLP, as to the legality of securities being registered.

Regulation S-K
Exhibit		Document
23.1*		Consent of KPMG LLP, Independent Certified Public Accountants.
23.2*		Consent of Holland & Hart LLP (contained in Exhibit 5).
24		Power of Attorney (included on page 4 of this Registration Statement).

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 Post Effective Amendment No. 6 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Billings, State of Montana, on August 21, 2006.

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 August 21, 2006.

Signature		Title
/s/ Thomas W. Scott		Chairman of the Board
Thomas W. Scott**
/s/ James R. Scott		Vice Chairman of the Board
James R. Scott**
/s/ Homer A. Scott, Jr.		Director
Homer A. Scott, Jr.**
/s/ Randall I. Scott		Director
Randall I. Scott**
Jonathan R. Scott		Director
/s/ Terry W. Payne		Director
Terry W. Payne**
/s/ James W. Haugh		Director
James W. Haugh**
		Director
Martin A. White
/s/ Robert L. Nance		Director
Robert L. Nance**
/s/ Elouise C. Cobell		Director
Elouise C. Cobell**
/s/ Richard A. Dorn		Director
Richard A. Dorn**
		Director
Michael J. Sullivan
/s/ William B. Ebzery		Director
William B. Ebzery**
/s/ David H. Crum		Director
David H. Crum**

Signature		Title
/s/ Charles M. Heyneman		Director
Charles M. Heyneman**
		Director
Julie A. Scott
/s/ Lyle R. Knight		President, Chief Executive Officer and Director
Lyle R. Knight		(Principal Executive Officer)
/s/ Terrill R. Moore		Executive Vice President, Chief Financial Officer
Terrill R. Moore		(Principal Financial and Accounting Officer)

2.

SAVINGS AND PROFIT SHARING PLAN FOR EMPLOYEES OF FIRST INTERSTATE BANSYSTEM, INC. – 2006 RESTATEMENT

     Pursuant to the requirements of the Securities Act, the trustee has duly caused this Post Effective Amendment No. 6 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Billings, State of Montana, on August 21, 2006.

FIRST INTERSTATE BANCSYSTEM, INC.

EXHIBITS INDEX

Exhibit		Document
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 26, 1996.
4.3(2)		Articles of Amendment to Restated Articles of Incorporation of the Registrant dated September 26, 1996.
4.4(3)		Articles of Amendment to Restated Articles of Incorporation of the Registrant dated October 7, 1997.
4.6(4)		Specimen of common stock certificate of First Interstate BancSystem, Inc.
4.7(5)		Shareholder’s Agreement for non-Scott family members.
4.10*		Restated Bylaws of First Interstate BancSystem, Inc. dated July 29, 2004.
4.17(1)		Stock Option and Stock Appreciation Rights Plan of the Registrant, as amended.
4.19*		First Interstate Stockholders’ Agreements with Scott family members.
4.20*		Form of Charity Shareholder’s Agreement with charitable shareholders.
4.26*		Form of Shareholder’s Agreement for non-Scott family members dated August 24, 2001.
4.27*		Form of Shareholder’s Agreement for non-Scott family members dated August 19, 2002.
4.30*		Employee Stock Purchase Plan of the Registrant, as amended and restated effective April 30, 2003.
4.31		Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. — 2006 Restatement.
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 4 of this Registration Statement).