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MACATAWA S-8
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
As filed with the Securities and Exchange Commission on April 1, 2002 - Registration No. 333-_____</FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>SECURITIES
AND EXCHANGE COMMISSION</FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=3>Washington,
D.C. 20549</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=5>FORM S-8</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>REGISTRATION
STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=5>MACATAWA
BANK CORPORATION</FONT></H1>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> (Exact name of registrant as specified in its charter)</FONT></P>
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<TD WIDTH=50% ALIGN=CENTER>
<B>Michigan</B><BR>
(State or other jurisdiction of<BR>
incorporation or organization)</TD>
<TD WIDTH=50% ALIGN=CENTER>
<B>38-3391345</B><BR>
(I.R.S. Employer Identification No.)</TD>
</TR>
</TABLE>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> <B>348 South Waverly Road, Holland, Michigan 49423</B><BR>
(Address of Principal Executive Offices) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Zip Code)<BR>
<BR>
<B>Grand Bank Financial Corporation 1988 Stock Option Plan<BR>
Grand Bank Financial Corporation Stock Option Plan of 1997</B>
<BR>
(Full Title of the Plan)<BR>
<BR>
<B>Benj. A. Smith, III, 106 E. 8th Street, Holland, Michigan 49423, (616) 396-0119</B><BR>
(Name, address and telephone number, including area code of agent for service)</FONT></P>

<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Copies of
Communications to:</FONT></H1>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> Donald L. Johnson<BR>
Varnum, Riddering, Schmidt &amp; Howlett LLP<BR>
333 Bridge Street, N.W., P.O. Box 352<BR>
Grand Rapids, Michigan 49501-0352<BR>
(616) 336-6000</FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CALCULATION
OF REGISTRATION FEE</FONT></H1>

<PRE>
====================================================================================================================
                                                            Proposed             Proposed
          Title of                                           Maximum              Maximum
      Securities to be              Amount to be         Offering Price          Aggregate            Amount of
         Registered                  Registered           Per Share(2)        Offering Price      Registration Fee
--------------------------------------------------------------------------------------------------------------------
        Common Stock              82,904 Shares(1)           $19.60             $1,624,918              $149
====================================================================================================================
</PRE>
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<TD WIDTH=10% VALIGN=TOP> (1)</TD>
<TD WIDTH=90%> These shares of Common Stock are issuable pursuant to options previously granted to certain employees of
         Grand  Bank  Financial  Corporation  or its  subsidiary  assumed  by  the  Registrant.  This  Registration
         Statement also covers such  indeterminable  additional number of shares as may be issuable under the plans
         by reason of adjustment in the number of shares covered thereby.</TD>
</TR>
<TR>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
</TR>
<TR>
<TD WIDTH=10% VALIGN=TOP>(2)</TD>
<TD>
      For the  purpose  of  computing  the  registration  fee only,  the price  shown is based upon the price of
         $19.60 per share,  the  average of the high and low sales  prices for the Common  Stock of  Macatawa  Bank
         Corporation  as  reported  in the NASDAQ  Market on March 26,  2002,  in  accordance  with Rule 457(c) and
         (h)(1).
</TD>
</TR>
</TABLE>
<HR SIZE=2 WIDTH=30%>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Pursuant to Rule 416(a) of the General Rules and Regulations  under the Securities Act of 1933,  this  Registration
Statement shall cover such  additional  securities as may be offered or issued to prevent  dilution  resulting from
stock splits, stock dividends or similar transactions.</FONT></P>
<BR>
<BR>
<HR SIZE=2>
<BR>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>PART I<BR>
<BR>
<U>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</U></B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The documents containing the information required in Part I of the Registration Statement will be
provided  to each  option  holder as  required  by Rule  428(b)(1).  Such  documents  are not being  filed with the
Securities and Exchange  Commission in accordance  with the  instructions  to Form S-8, but constitute  (along with
the documents  incorporated by reference into the  registration  statement  pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933.</FONT></P>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> <B>PART II<BR>
<BR>
<U>INFORMATION REQUIRED IN REGISTRATION STATEMENT</U></B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 3.  <U>Incorporation of Documents by Reference</U><BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Macatawa  Bank  Corporation  (the  "Company")  hereby  incorporates  by  reference  in  this  Registration
Statement the following documents:<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) The Company's annual report on Form 10-K for the year ended December 31, 2001 filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended.<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         (b)      All other reports  filed  pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of
1934,  as amended  ("Exchange  Act"),  since the end of the fiscal year ended  December  31,  2001,  covered by the
document referred to in (a) above.<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         All documents  subsequently  filed by the Company  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a  post-effective  amendment to this  Registration  Statement  which indicates
that all securities  offered hereby have been sold or which deregisters all securities  remaining unsold,  shall be
deemed to be  incorporated  by reference in this  Registration  Statement  and to be a part hereof from the date of
filing of such documents.<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         A  description  of the  Company's  common  stock,  the  class  of  securities  offered  pursuant  to  this
Registration  Statement,  is  contained  in the  Company's  Registration  Statement  on Form 8-A filed  pursuant to
Section 12 of the Exchange Act, and is  incorporated  herein by reference,  including any subsequent  amendments or
reports filed for the purpose of updating that description.<BR>
<BR>
Item 4.  <U>Description of Securities</U><BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         The common stock of the Company is registered under Section 12 of the Exchange Act.<BR>
<BR>
Item 5.  <U>Interests of Named Experts and Counsel</U><BR>
<BR>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Members of Varnum, Riddering, Schmidt &amp; Howlett LLP own, in the aggregate, 25,103 shares of Common Stock.<BR>
<BR>
Item 6.  <U>Indemnification of Directors and Officers</U><BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Sections  561-571 of the Michigan  Business  Corporation  Act, as amended (the "MBCA"),  grant the Company
broad powers to indemnify  any person in connection  with legal  proceedings  brought  against him by reason of his
present or past status as an officer or director of the Company,  provided  that the person acted in good faith and
in a manner he reasonably  believed to be in or not opposed to the best interests of the Company,  and with respect
to any criminal action</FONT></P>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>S-1
</FONT></P>
<BR>
<BR>
<HR SIZE=2>
<BR>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
 or proceeding,  had no reasonable  cause to believe his conduct was unlawful.  The MBCA also
gives the Company broad powers to indemnify any such person  against  expenses and reasonable  settlement  payments
in connection  with any action by or in the right of the Company,  provided the person acted in good faith and in a
manner he  reasonably  believed  to be in or not  opposed to the best  interests  of the  Company,  except  that no
indemnification  may be made if such person is  adjudged to be liable to the Company  unless and only to the extent
the court in which such action was brought  determines upon application  that,  despite such  adjudication,  but in
view of all the  circumstances  of the  case,  the  person is fairly  and  reasonably  entitled  to  indemnity  for
reasonable  expenses as the court deems  proper.  In addition,  to the extent that any such person is successful in
the defense of any such legal  proceeding,  the Company is  required  by the MBCA to  indemnify  him or her against
expenses,  including  attorneys'  fees,  that are  actually  and  reasonably  incurred by him or her in  connection
therewith.<BR>
<BR>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     The Company's Articles of Incorporation  contain provisions  entitling directors and executive officers of
the Company to  indemnification  against certain  liabilities and expenses to the full extent permitted by Michigan
law.<BR>
<BR>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Under an  insurance  policy  maintained  by the  Company,  the  directors  and officers of the Company are
insured within the limits and subject to the  limitations  of the policy,  against  certain  expenses in connection
with the defense of certain claims,  actions, suits or proceedings,  and certain liabilities which might be imposed
as a result of such claims,  actions,  suits or  proceedings,  which may be brought against them by reason of being
or having been such directors and officers.<BR>
<BR>
Item 7.  <U>Exemption from Registration Claimed</U><BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Not applicable.<BR>
<BR>
Item 8.  <U>Exhibits</U><BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Reference is made to the Exhibit Index which appears on page S-6.<BR>
<BR>
Item 9.  <U>Undertakings</U><BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         The undersigned registrant hereby undertakes:<BR>
<BR>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     (a)      To file,  during any period in which offers or sales are being made, a  post-effective  amendment
to this registration statement:<BR>
<BR>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;              (i)      To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.<BR>
<BR>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;              (ii)     To reflect in the  prospectus  any facts or events  arising after the effective  date of
         the registration  statement (or the most recent post-effective  amendment thereof) which,  individually or
         in the  aggregate,  represents  a  fundamental  change in the  information  set forth in the  registration
         statement.<BR>
<BR>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;              (iii)    To  include  any  material  information  with  respect to the plan of  distribution  not
         previously  disclosed in the  registration  statement or any material  change to such  information  in the
         registration  statement;  provided,  however,  that  paragraphs  (a)(i)  and (a) (ii) do not  apply if the
         registration  statement  is on Form  S-3,  Form S-8,  or Form  F-3,  and the  information  required  to be
         included in a  post-effective  amendment by those paragraphs is contained in periodic reports filed by the
         registrant  pursuant  to  Section  13 or  Section  15 (d) of  Securities  Exchange  Act of 1934  that  are
         incorporated by reference in the registration statement.<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         (b)      That, for the purpose of determining  any liability  under the Securities Act of 1933,  each such
post-effective  amendment shall be deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such  securities  at that time shall be deemed to be the initial  bona fide  offering
thereof.</FONT></P>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>S-2
</FONT></P>
<BR>
<BR>
<HR SIZE=2>
<BR>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         (c)      To remove from  registration by means of a  post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.<BR>
<BR>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     The undersigned  registrant  hereby  undertakes  that, for purposes of determining any liability under the
Securities Act of 1933,  each filing of the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
of the Securities  Exchange Act of 1934 (and,  where  applicable,  each filing of an employee benefit plan's annual
report  pursuant to section 15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference in the
registration  statement  shall be deemed to be a new  registration  statement  relating to the  securities  offered
therein,  and the  offering of such  securities  at that time shall be deemed to be the initial  bonafide  offering
thereof.<BR>
<BR>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Insofar as  indemnification  for  liabilities  arising under the Securities Act of 1933 (the "Act") may be
permitted to directors,  officers and controlling  persons of the registrant  pursuant to the foregoing  provisions
otherwise,  the  registrant has been advised that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is against public policy as expressed in the Act and is,  therefore,  unenforceable.  In the event
a claim for  indemnification  against  such  liabilities  (other  than the  payment by the  registrant  of expenses
incurred or paid by a director,  officer or by the registrant of expenses  incurred or paid by a director,  officer
or controlling  person of the registrant in the successful  defense of any action,  suit or proceeding) is asserted
by such  director,  officer  or  controlling  person  in  connection  with the  securities  being  registered,  the
registrant  will,  unless in the  opinion of its  counsel  the matter has been  settled by  controlling  precedent,
submit to a court of appropriate  jurisdiction  the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.</FONT></P>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>S-3
</FONT></P>
<BR>
<BR>
<HR SIZE=2>
<BR>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B> SIGNATURES</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Pursuant to the  requirements of the Securities Act of 1933, the Company  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
Holland, State of Michigan, on the 1st day of April, 2002.</FONT></P>
<TABLE WIDTH=680 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
<TD WIDTH=50%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD WIDTH=50%>MACATAWA BANK CORPORATION<BR>
<BR>
<BR>
By /s/ Benj. A. Smith III<BR>
Benj. A. Smith III, Chairman and<BR>
Chief Executive Officer</TD>
</TR>
</TABLE>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>POWER OF ATTORNEY</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B> KNOW ALL MEN BY THESE PRESENTS,</B> that each person whose signature appears below constitutes and appoints
Benj. A. Smith III and Philip J. Koning, and each of them, his or her true and lawful  attorney-in-fact  and agent,
with full power of substitution  and  resubstitution,  for him and in his or her name,  place and stead, in any and
all  capacities,  to  sign  any and all  amendments  (including  post-effective  amendments)  to this  Registration
Statement and to file the same, with all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange  Commission and any other regulatory  authority,  granting unto said  attorney-in-fact  and
agent,  full power and  authority to do and perform each and every act and thing  required and necessary to be done
in and about the  premises,  as fully to all intents and purposes as he or she might or could do in person,  hereby
ratifying and confirming all that said  attorney-in-fact  and agent, or his or her  substitute,  may lawfully do or
cause to be done by virtue hereof.<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         Pursuant to the  requirements of the Securities Act of 1933, this  Registration  Statement has been signed
below on April 1, 2002, by the following persons in the capacities indicated.
</FONT></P>
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<TR>
<TD WIDTH=50%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b><u>Signatures</u></B></TD>
<TD WIDTH=50%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Title</U></B></TD>
</TR>
<TR>
<TD>/s/ Benj. A. Smith III<BR>
Benj. A. Smith III</TD>
<TD>Chief Executive Officer and a Director<BR>
(principal executive officer)</TD>
</TR>
<TR>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
</TR>
<TR>
<TD>
/s/ Steven L. Germond<BR>
Steven L. Germond</TD>
<TD>Chief Financial Officer<BR>
(principal financial and accounting officer)</TD>
</TR>
<TR>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
</TR>
<TR>
<TD>/s/ G. Thomas Boylan<BR>
G. Thomas Boylan</TD>
<TD>Director</TD>
</TR>
<TR>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
</TR>
<TR>
<TD>/s/ Robert E. DenHerder<BR>
Robert E. DenHerder</TD>
<TD>Director</TD>
</TR>
<TR>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
</TR>
<TR>
<TD>/s/ John F. Koetje<BR>
John F. Koetje</TD>
<TD>Director</TD>
</TR>
<TR>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
</TR>
<TR>
<TD>
/s/ Philip J. Koning<BR>
Philip J. Koning</TD>
<TD>Director and President</TD>
</TR>
</TABLE>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>S-4
</FONT></P>
<BR>
<BR>
<HR SIZE=2>
<BR>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B> EXHIBIT INDEX</B></FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following exhibits are filed as a part of the Registration Statement:</FONT></P>
<BR>
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<TR>
<TD WIDTH=20%> Exhibit 5</TD>
<TD WIDTH=80%>Opinion of Varnum, Riddering, Schmidt &amp; Howlett LLP</TD>
</TR>
<TR>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
</TR>
<TR>
<TD>Exhibit 23(a)</TD>
<TD>Consent of Crowe, Chizek and Company LLP</TD>
</TR>
<TR>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
</TR>
<TR>
<TD>Exhibit 23(b)</TD>
<TD>Consent of Varnum, Riddering, Schmidt &amp; Howlett LLP -included in
Exhibit 5</TD>
</TR>
<TR>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
</TR>
<TR>
<TD>Exhibit 24</TD>
<TD>Power of Attorney - included on page S-4 hereof
</TD>
</TR>
</TABLE>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>S-5
</FONT></P>
<BR>
<BR>
<HR SIZE=2>
<BR>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B> EXHIBIT 5</B><BR>
<BR>
<BR>
<BR>
<BR> April 1, 2002</FONT></P>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Macatawa Bank Corporation<BR>
348 South Waverly Road<BR>
Holland, Michigan 49423<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B> Re: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Registration Statement on Form S-8</B><BR>
<BR>
Ladies and Gentlemen:<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         With respect to the Registration Statement on Form S-8 (the "Registration  Statement"),  filed by Macatawa
Bank  Corporation,  a Michigan  corporation  (the "Company"),  with the Securities and Exchange  Commission for the
purpose of registering  under the Securities Act of 1933, as amended,  82,904 shares of the Company's  common stock
for issuance  pursuant to the Grand Bank Financial  Corporation 1988 Stock Option Plan and the Grand Bank Financial
Corporation  Stock Option Plan of 1997 (the  "Plans"),  we have  examined  such  documents  and questions of law we
consider  necessary or  appropriate  for the purpose of giving this opinion.  On the basis of such  evaluation,  we
advise you that in our  opinion the 82,904  shares  covered by the  Registration  Statement,  upon the  exercise of
stock  options,  at the prices  described  in the  Registration  Statement,  and upon  delivery  of such shares and
payment  therefor in accordance  with the terms stated in the Plans and the  Registration  Statement,  will be duly
and legally authorized, issued and outstanding and will be fully paid and nonassessable.<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         We hereby  consent to the filing of this opinion as an exhibit to the  Registration  Statement.  In giving
this consent,  we do not thereby  admit that we are within the category of persons whose consent is required  under
Section 7 of the  Securities  Act of 1933, as amended,  or under the rules and  regulations  of the  Securities and
Exchange Commission relating thereto.</FONT></P>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> Sincerely,<BR>
<BR>
VARNUM, RIDDERING, SCHMIDT &amp; HOWLETT LLP<BR>
<BR>
<BR>
<BR>
/s/ Varnum, Riddering, Schmidt &amp; Howlett LLP</FONT></P>
<BR>
<BR>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>S-6
</FONT></P>
<BR>
<BR>
<HR SIZE=2>
<BR>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B> EXHIBIT 23(a)</B><BR>
<BR>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS</FONT></P>
<BR>
<BR>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Board of Directors<BR>
Macatawa Bank Corporation<BR>
<BR>
As independent public accountants,  we hereby consent to incorporation by reference in this registration  statement
of our report dated January 25, 2002,  included in Macatawa Bank  Corporation's  Annual Report on Form 10-K for the
year ended December 31, 2001, and to all references to our firm included in this registration statement.</FONT></P>
<BR>
<TABLE WIDTH=680 CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
<TD WIDTH=50%> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD WIDTH=50%><B> Crowe, Chizek and Company LLP</B><BR>
<BR>
/s/ Crowe, Chizek and Company LLP</TD>
</TR>
</TABLE>
<BR>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Grand Rapids, Michigan<BR>
March 29, 200</FONT></P><BR>
<BR>
<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>S-7
</FONT></P>
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{"company-data": {"conformed-name": "MACATAWA BANK CORP", "cik": "0001053584", "assigned-sic": "6022", "irs-number": "383391345", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85288", "film-number": "02596831"}, "business-address": {"street1": "348 S WAVERLY RD", "city": "HOLLAND", "state": "MI", "zip": "49423"}, "mail-address": {"street1": "348 S WAVERLY RD", "city": "HOLLAND", "state": "MI", "zip": "49423"}}
MACATAWA S-8
As filed with the Securities and Exchange Commission on April 1, 2002 - Registration No. 333-_____
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MACATAWA
BANK CORPORATION
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of
incorporation or organization)
38-3391345
(I.R.S. Employer Identification No.)
348 South Waverly Road, Holland, Michigan 49423
(Address of Principal Executive Offices)           (Zip Code)
Grand Bank Financial Corporation 1988 Stock Option Plan
Grand Bank Financial Corporation Stock Option Plan of 1997
(Full Title of the Plan)
Benj. A. Smith, III, 106 E. 8th Street, Holland, Michigan 49423, (616) 396-0119
(Name, address and telephone number, including area code of agent for service)
Copies of
Communications to:
Donald L. Johnson
Varnum, Riddering, Schmidt & Howlett LLP
333 Bridge Street, N.W., P.O. Box 352
Grand Rapids, Michigan 49501-0352
(616) 336-6000
CALCULATION
OF REGISTRATION FEE
====================================================================================================================
                                                            Proposed             Proposed
          Title of                                           Maximum              Maximum
      Securities to be              Amount to be         Offering Price          Aggregate            Amount of
         Registered                  Registered           Per Share(2)        Offering Price      Registration Fee
--------------------------------------------------------------------------------------------------------------------
        Common Stock              82,904 Shares(1)           $19.60             $1,624,918              $149
====================================================================================================================
(1)
These shares of Common Stock are issuable pursuant to options previously granted to certain employees of
         Grand  Bank  Financial  Corporation  or its  subsidiary  assumed  by  the  Registrant.  This  Registration
         Statement also covers such  indeterminable  additional number of shares as may be issuable under the plans
         by reason of adjustment in the number of shares covered thereby.
(2)
For the  purpose  of  computing  the  registration  fee only,  the price  shown is based upon the price of
         $19.60 per share,  the  average of the high and low sales  prices for the Common  Stock of  Macatawa  Bank
         Corporation  as  reported  in the NASDAQ  Market on March 26,  2002,  in  accordance  with Rule 457(c) and
         (h)(1).
Pursuant to Rule 416(a) of the General Rules and Regulations  under the Securities Act of 1933,  this  Registration
Statement shall cover such  additional  securities as may be offered or issued to prevent  dilution  resulting from
stock splits, stock dividends or similar transactions.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required in Part I of the Registration Statement will be
provided  to each  option  holder as  required  by Rule  428(b)(1).  Such  documents  are not being  filed with the
Securities and Exchange  Commission in accordance  with the  instructions  to Form S-8, but constitute  (along with
the documents  incorporated by reference into the  registration  statement  pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
Macatawa  Bank  Corporation  (the  "Company")  hereby  incorporates  by  reference  in  this  Registration
Statement the following documents:
(a) The Company's annual report on Form 10-K for the year ended December 31, 2001 filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended.
(b)      All other reports  filed  pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of
1934,  as amended  ("Exchange  Act"),  since the end of the fiscal year ended  December  31,  2001,  covered by the
document referred to in (a) above.
All documents  subsequently  filed by the Company  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a  post-effective  amendment to this  Registration  Statement  which indicates
that all securities  offered hereby have been sold or which deregisters all securities  remaining unsold,  shall be
deemed to be  incorporated  by reference in this  Registration  Statement  and to be a part hereof from the date of
filing of such documents.
A  description  of the  Company's  common  stock,  the  class  of  securities  offered  pursuant  to  this
Registration  Statement,  is  contained  in the  Company's  Registration  Statement  on Form 8-A filed  pursuant to
Section 12 of the Exchange Act, and is  incorporated  herein by reference,  including any subsequent  amendments or
reports filed for the purpose of updating that description.
Item 4.
Description of Securities
The common stock of the Company is registered under Section 12 of the Exchange Act.
Item 5.
Interests of Named Experts and Counsel
Members of Varnum, Riddering, Schmidt & Howlett LLP own, in the aggregate, 25,103 shares of Common Stock.
Item 6.
Indemnification of Directors and Officers
Sections  561-571 of the Michigan  Business  Corporation  Act, as amended (the "MBCA"),  grant the Company
broad powers to indemnify  any person in connection  with legal  proceedings  brought  against him by reason of his
present or past status as an officer or director of the Company,  provided  that the person acted in good faith and
in a manner he reasonably  believed to be in or not opposed to the best interests of the Company,  and with respect
to any criminal action
S-1
or proceeding,  had no reasonable  cause to believe his conduct was unlawful.  The MBCA also
gives the Company broad powers to indemnify any such person  against  expenses and reasonable  settlement  payments
in connection  with any action by or in the right of the Company,  provided the person acted in good faith and in a
manner he  reasonably  believed  to be in or not  opposed to the best  interests  of the  Company,  except  that no
indemnification  may be made if such person is  adjudged to be liable to the Company  unless and only to the extent
the court in which such action was brought  determines upon application  that,  despite such  adjudication,  but in
view of all the  circumstances  of the  case,  the  person is fairly  and  reasonably  entitled  to  indemnity  for
reasonable  expenses as the court deems  proper.  In addition,  to the extent that any such person is successful in
the defense of any such legal  proceeding,  the Company is  required  by the MBCA to  indemnify  him or her against
expenses,  including  attorneys'  fees,  that are  actually  and  reasonably  incurred by him or her in  connection
therewith.
The Company's Articles of Incorporation  contain provisions  entitling directors and executive officers of
the Company to  indemnification  against certain  liabilities and expenses to the full extent permitted by Michigan
law.
Under an  insurance  policy  maintained  by the  Company,  the  directors  and officers of the Company are
insured within the limits and subject to the  limitations  of the policy,  against  certain  expenses in connection
with the defense of certain claims,  actions, suits or proceedings,  and certain liabilities which might be imposed
as a result of such claims,  actions,  suits or  proceedings,  which may be brought against them by reason of being
or having been such directors and officers.
Item 7.
Exemption from Registration Claimed
Not applicable.
Item 8.
Exhibits
Reference is made to the Exhibit Index which appears on page S-6.
Item 9.
Undertakings
The undersigned registrant hereby undertakes:
(a)      To file,  during any period in which offers or sales are being made, a  post-effective  amendment
to this registration statement:
(i)      To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.
(ii)     To reflect in the  prospectus  any facts or events  arising after the effective  date of
         the registration  statement (or the most recent post-effective  amendment thereof) which,  individually or
         in the  aggregate,  represents  a  fundamental  change in the  information  set forth in the  registration
         statement.
(iii)    To  include  any  material  information  with  respect to the plan of  distribution  not
         previously  disclosed in the  registration  statement or any material  change to such  information  in the
         registration  statement;  provided,  however,  that  paragraphs  (a)(i)  and (a) (ii) do not  apply if the
         registration  statement  is on Form  S-3,  Form S-8,  or Form  F-3,  and the  information  required  to be
         included in a  post-effective  amendment by those paragraphs is contained in periodic reports filed by the
         registrant  pursuant  to  Section  13 or  Section  15 (d) of  Securities  Exchange  Act of 1934  that  are
         incorporated by reference in the registration statement.
(b)      That, for the purpose of determining  any liability  under the Securities Act of 1933,  each such
post-effective  amendment shall be deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such  securities  at that time shall be deemed to be the initial  bona fide  offering
thereof.
S-2
(c)      To remove from  registration by means of a  post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.
The undersigned  registrant  hereby  undertakes  that, for purposes of determining any liability under the
Securities Act of 1933,  each filing of the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
of the Securities  Exchange Act of 1934 (and,  where  applicable,  each filing of an employee benefit plan's annual
report  pursuant to section 15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference in the
registration  statement  shall be deemed to be a new  registration  statement  relating to the  securities  offered
therein,  and the  offering of such  securities  at that time shall be deemed to be the initial  bonafide  offering
thereof.
Insofar as  indemnification  for  liabilities  arising under the Securities Act of 1933 (the "Act") may be
permitted to directors,  officers and controlling  persons of the registrant  pursuant to the foregoing  provisions
otherwise,  the  registrant has been advised that in the opinion of the  Securities  and Exchange  Commission  such
indemnification  is against public policy as expressed in the Act and is,  therefore,  unenforceable.  In the event
a claim for  indemnification  against  such  liabilities  (other  than the  payment by the  registrant  of expenses
incurred or paid by a director,  officer or by the registrant of expenses  incurred or paid by a director,  officer
or controlling  person of the registrant in the successful  defense of any action,  suit or proceeding) is asserted
by such  director,  officer  or  controlling  person  in  connection  with the  securities  being  registered,  the
registrant  will,  unless in the  opinion of its  counsel  the matter has been  settled by  controlling  precedent,
submit to a court of appropriate  jurisdiction  the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.
S-3
SIGNATURES
Pursuant to the  requirements of the Securities Act of 1933, the Company  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
Holland, State of Michigan, on the 1st day of April, 2002.
MACATAWA BANK CORPORATION
By /s/ Benj. A. Smith III
Benj. A. Smith III, Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints
Benj. A. Smith III and Philip J. Koning, and each of them, his or her true and lawful  attorney-in-fact  and agent,
with full power of substitution  and  resubstitution,  for him and in his or her name,  place and stead, in any and
all  capacities,  to  sign  any and all  amendments  (including  post-effective  amendments)  to this  Registration
Statement and to file the same, with all exhibits thereto,  and other documents in connection  therewith,  with the
Securities and Exchange  Commission and any other regulatory  authority,  granting unto said  attorney-in-fact  and
agent,  full power and  authority to do and perform each and every act and thing  required and necessary to be done
in and about the  premises,  as fully to all intents and purposes as he or she might or could do in person,  hereby
ratifying and confirming all that said  attorney-in-fact  and agent, or his or her  substitute,  may lawfully do or
cause to be done by virtue hereof.
Pursuant to the  requirements of the Securities Act of 1933, this  Registration  Statement has been signed
below on April 1, 2002, by the following persons in the capacities indicated.
Signatures
Title
/s/ Benj. A. Smith III
Benj. A. Smith III
Chief Executive Officer and a Director
(principal executive officer)
/s/ Steven L. Germond
Steven L. Germond
Chief Financial Officer
(principal financial and accounting officer)
/s/ G. Thomas Boylan
G. Thomas Boylan
Director
/s/ Robert E. DenHerder
Robert E. DenHerder
Director
/s/ John F. Koetje
John F. Koetje
Director
/s/ Philip J. Koning
Philip J. Koning
Director and President
S-4
EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Exhibit 5
Opinion of Varnum, Riddering, Schmidt & Howlett LLP
Exhibit 23(a)
Consent of Crowe, Chizek and Company LLP
Exhibit 23(b)
Consent of Varnum, Riddering, Schmidt & Howlett LLP -included in
Exhibit 5
Exhibit 24
Power of Attorney - included on page S-4 hereof
S-5
EXHIBIT 5
April 1, 2002
Macatawa Bank Corporation
348 South Waverly Road
Holland, Michigan 49423
Re:           Registration Statement on Form S-8
Ladies and Gentlemen:
With respect to the Registration Statement on Form S-8 (the "Registration  Statement"),  filed by Macatawa
Bank  Corporation,  a Michigan  corporation  (the "Company"),  with the Securities and Exchange  Commission for the
purpose of registering  under the Securities Act of 1933, as amended,  82,904 shares of the Company's  common stock
for issuance  pursuant to the Grand Bank Financial  Corporation 1988 Stock Option Plan and the Grand Bank Financial
Corporation  Stock Option Plan of 1997 (the  "Plans"),  we have  examined  such  documents  and questions of law we
consider  necessary or  appropriate  for the purpose of giving this opinion.  On the basis of such  evaluation,  we
advise you that in our  opinion the 82,904  shares  covered by the  Registration  Statement,  upon the  exercise of
stock  options,  at the prices  described  in the  Registration  Statement,  and upon  delivery  of such shares and
payment  therefor in accordance  with the terms stated in the Plans and the  Registration  Statement,  will be duly
and legally authorized, issued and outstanding and will be fully paid and nonassessable.
We hereby  consent to the filing of this opinion as an exhibit to the  Registration  Statement.  In giving
this consent,  we do not thereby  admit that we are within the category of persons whose consent is required  under
Section 7 of the  Securities  Act of 1933, as amended,  or under the rules and  regulations  of the  Securities and
Exchange Commission relating thereto.
Sincerely,
VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP
/s/ Varnum, Riddering, Schmidt & Howlett LLP
S-6
EXHIBIT 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Macatawa Bank Corporation
As independent public accountants,  we hereby consent to incorporation by reference in this registration  statement
of our report dated January 25, 2002,  included in Macatawa Bank  Corporation's  Annual Report on Form 10-K for the
year ended December 31, 2001, and to all references to our firm included in this registration statement.
Crowe, Chizek and Company LLP
/s/ Crowe, Chizek and Company LLP
Grand Rapids, Michigan
March 29, 200
S-7