Edgar Filing: FIRST INTERSTATE BANCSYSTEM INC

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

Registration No. 333-53011

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 4
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		81-0331430
(State or other Jurisdiction of incorporation or organization)		(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. STOCK OPTIONS AND STOCK APPRECIATION
RIGHTS PLAN, AS AMENDED, AND

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

TABLE OF CONTENTS


EXPLANATORY NOTE
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
POWER OF ATTORNEY
EXHIBITS INDEX

EXPLANATORY NOTE

This Post-Effective Amendment No. 4 to Registration Statement on Form S-8 (Commission File No. 333-53011) 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*		Shareholder’s Agreement for non-Scott family members.

4.10(9)		Revised Bylaws of First Interstate BancSystem, Inc. dated July 29, 2004.

4.15(1)		Stock Option and Stock Appreciation Rights Plan of the Registrant, as amended.

4.20(7)		Form of Charity Shareholder’s Agreement with charitable shareholders.

4.26(7)		Form of Shareholder’s Agreement for non-Scott family members dated August 24, 2001.

4.27(5)		Form of Shareholder’s Agreement for non-Scott family members dated August 19, 2002.

4.29(8)		Shareholder’s Agreement with Scott Family Members dated January 11, 1999.

4.30(6)		Employee Stock Purchase Plan of the Registrant, as amended and restated effective April 30, 2003.

4.31(10)		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)


(1)		Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 033-84540.

(2)		Incorporated by reference to the Registrant’s Form 8-K dated October 1, 1996.

(3)		Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 333-37847.

(4)		Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 333-03250.

(5)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 2 to Registration Statement on Form S-8, No. 333-76825.

(6)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 3 to Registration Statement on Form S-8, No. 333-76825.

(7)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 1 to Registration Statement on Form S-8, No. 333-76825.

(8)		Incorporated by reference to the Registrant’s Registration Statement on Form S-8, No. 333-76825.

(9)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 4 to Registration Statement of Form S-8, No. 333-76825.

(10)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 6 to Registration Statement of Form S-8, No. 333-76825.

*		Previously filed.

SIGNATURES

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. 4 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.
	By:	/s/ Lyle R. Knight
		Lyle R. Knight
		President and Chief Executive Officer

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**

		Director
Jonathan R. Scott

/s/ Charles M. Heyneman		Director
Charles M. Heyneman**

		Director
Terry W. Payne

/s/ James W. Haugh		Director
James W. Haugh**

		Director
Martin A. White

/s/ Robert L. Nance		Director
Robert L. Nance**

		Director
Julie A. Scott

		Director
Elouise C. Cobell

/s/ Richard A. Dorn		Director
Richard A. Dorn**


Signature		Title

		Director
Michael J. Sullivan

/s/ William B. Ebzery		Director
William B. Ebzery**

		Director
David H. Crum

/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)


** By Power of Attorney:	/s/ Terrill R. Moore
	Terrill R. Moore
	Attorney-in-Fact

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. 4 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.


	Savings and Profit Sharing Plan for Employees of First Interstate BancSystem, Inc. – 2006 Restatement
		/s/ Richard A. McCann
		By: Richard A. McCann
		Its: Trustee

FIRST INTERSTATE BANCSYSTEM, INC.

EXHIBITS INDEX


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*		Shareholder’s Agreement for non-Scott family members.

4.10(9)		Revised Bylaws of First Interstate BancSystem, Inc. dated July 29, 2004.

4.15(1)		Stock Option and Stock Appreciation Rights Plan of the Registrant, as amended.

4.20(7)		Form of Charity Shareholder’s Agreement with charitable shareholders.

4.26(7)		Form of Shareholder’s Agreement for non-Scott family members dated August 24, 2001.

4.27(5)		Form of Shareholder’s Agreement for non-Scott family members dated August 19, 2002.

4.29(8)		Shareholder’s Agreement with Scott Family Members dated January 11, 1999.

4.30(6)		Employee Stock Purchase Plan of the Registrant, as amended and restated effective April 30, 2003.

4.31(10)		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 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)


(1)		Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 033-84540.

(2)		Incorporated by reference to the Registrant’s Form 8-K dated October 1, 1996.

(3)		Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 333-37847.


(4)		Incorporated by reference to the Registrant’s Registration Statement on Form S-1, No. 333-03250.

(5)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 2 to Registration Statement on Form S-8, No. 333-76825.

(6)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 3 to Registration Statement on Form S-8, No. 333-76825.

(7)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 1 to Registration Statement on Form S-8, No. 333-76825.

(8)		Incorporated by reference to the Registrant’s Registration Statement on Form S-8, No. 333-76825.

(9)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 4 to Registration Statement of Form S-8, No. 333-76825.

(10)		Incorporated by reference to the Registrant’s Post Effective Amendment No. 6 to Registration Statement of Form S-8, No. 333-76825.

*		Previously filed.

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