<html>
<head>
<title>
MACATAWA BANK CORPORATION FORM S-8
</title>
</head>
<body>


<hr size=3 width=100% noshade>

         <P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
As filed with the Securities and Exchange Commission on May 17, 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=4>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>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=5><B>MACATAWA BANK CORPORATION</B></FONT><BR>

<FONT FACE="Times New Roman, Times, Serif" SIZE=3>(Exact name of registrant as specified in its charter)</font></p>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=680 align=center>
<TR valign=top>
<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.)<BR>&nbsp;</TD>
</TR>
</TABLE>
<BR>


<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)</font></p>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Macatawa Bank Corporation 1998 Directors&#146; Stock Option Plan</B><BR>

                                              (Full Title of the Plan)</FONT></P>

                   <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
<B>Benj. A. Smith, III, 106 E. 8th Street, Holland, Michigan 49423  (616) 396-0119</B><BR>
         (Name, address, including zip code and telephone number, including area code of agent for service)</font></p>

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

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Copies of Communications to:</B><BR>

                                                  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>

<TABLE CELLPADDING=2 CELLSPACING=0 BORDER=1 width=100%>
<TR align=center>
<TD width=28%>
    <B>Title of<BR>
Securities to be<BR>
   Registered</B>
 </TD>
<TD width=18%>
<B>Amount to be<BR>
 Registered </B>
 </TD>
<TD width=18%>
   <B>Proposed<BR>Maximum<BR>
Offering Price<BR>
 Per Share</B>
 </TD>
<TD width=18%>
   <B>Proposed<BR>
    Maximum  <BR>
   Aggregate  <BR>
Offering Price</B>
</TD>
<TD width=18%>
   <B>Amount of<BR>
Registration Fee</B>
</TD>
</TR>
<TR valign=top align=center>
<TD width=28%>
Common Stock (No Par Value)
 </TD>
<TD width=18%>
106,848 Shares(1)(2)
 </TD>
<TD width=18% align=center>
$20.29(3)
 </TD>
<TD width=18% align=center>
$2,167,946.00
</TD>
<TD width=18% align=center>
$200
</TD>
</TR>
</TABLE>


<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
Represents the additional shares of Common Stock authorized for issuance under
the Macatawa Bank Corporation Stock 1998 Directors&#146; Stock Option Plan (the
&#147;Plan&#148;),as amended, and adjusted to reflect the 3% stock dividend
distributed on May 4, 2001. This Registration Statement also covers such
indeterminable additional number of shares as may be issuable under the Plan by
reason of adjustments in the number of shares covered thereby as described in
the Prospectus.</FONT></TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
40,000 shares of Common Stock were previously registered when the Form S-8
(Registration No. 333-53593) was filed on May 26, 1998. The purpose of this Form
S-8 is to register an additional 100,000 shares of Common Stock which have been
reserved for issuance pursuant to approvals received at the Macatawa Bank
Corporation Annual Meeting of Shareholders held April 18, 2001, and an
additional 6,848 shares of Common Stock issuable under the Plan by reason of the
3% stock dividend distributed May 4, 2001, and the 4% stock dividend distributed
May 8, 2002.</FONT></TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
For shares subject to outstanding but unexercised options, the price is computed
on the basis of the exercise price. For the remaining shares under the Plan and
for the purpose of computing the registration fee only, the price shown is based
upon the price of $20.29 per share, the average of the high and low prices for
the Common Stock of Macatawa Bank Corporation as reported in the NASDAQ National
Market May 14, 2002, in accordance with Rule 457(h).</FONT></TD>
</TR>
</TABLE>


<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>

<hr size=3 width=100% noshade>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif"> </FONT></P>
<BR>
<HR SIZE=2>





<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3><U>INCORPORATION BY REFERENCE</U></FONT></H2>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The contents of the  Registration  Statement on Form S-8  (Registration  No.  333-53593)  filed on May 26,
1998 are incorporated by reference.</FONT></P>

<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3><U>PURPOSE OF THIS FORM S-8</U></FONT></H2>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purpose of this Form S-8 is to register an additional  106,848  shares of Common Stock which have been
reserved for issuance under the Macatawa Bank  Corporation  1998 Directors' Stock Option Plan (the "Plan") pursuant
to approvals  received at the Macatawa Bank  Corporation  Annual Meeting of Shareholders  held  April 18, 2002.  At
that meeting,  the  Shareholders  approved the First  Amendment to the Macatawa Bank  Corporation  1998  Directors'
Stock Option Plan as set forth in the Macatawa Bank  Corporation  Proxy Statement dated March 7,  2002,  increasing
the number of  authorized  Plan shares to 141,200.  The First  Amendment  to the Plan was  approved by the Board of
Directors.  The Plan,  as  amended  by the First  Amendment,  and as a result of the  distribution  of the 3% stock
dividend  distributed May 4, 2001, and the 4% stock dividend  distributed May 8, 2002, provides for the granting of
options to employees of Macatawa Bank to purchase,  in the aggregate,  not more than 146,848 shares of Common Stock
of Macatawa Bank Corporation.</FONT></P>


<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>

<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif"> S-2 </FONT></P>
<BR>
<HR SIZE=2>




<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>SIGNATURES</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&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 10th day of May, 2002.</FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=680 ALIGN=CENTER>
<TR>
<TD WIDTH=40%>&nbsp; </TD>
<TD WIDTH=60%>
MACATAWA BANK CORPORATION<BR>
<BR>
<BR>
By <U>&nbsp;&nbsp;/s/ Benj. A. Smith, III&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Benj. A Smith, III<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chairman and Chief Executive Officer</TD>
</TR>
</TABLE>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>POWER OF ATTORNEY</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>KNOW ALL MEN BY THESE PRESENTS</B>,  that each person whose signature  appears below  constitutes and appoints
Steven L. Germond 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.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the  requirements of the Securities Act of 1933, this  Registration  Statement has been signed
below on May 10, 2002, by the following persons in the capacities indicated.</FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR ALIGN=CENTER VALIGN=BOTTOM>
<TD WIDTH=54%><B><U>Signatures</U></B></TD>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=43%>&nbsp;</TD>
</TR>

<TR ALIGN=CENTER VALIGN=TOP>
<TD><BR>
<BR>
/s/ Benj. A. Smith III<BR>
<HR SIZE=1>
Benj. A. Smith III, Chief Executive Officer<BR>
              and a Director               <BR>
       (principal executive officer)
</TD>
<TD>&nbsp;</TD>
<TD><BR>
<BR>
/s/ G. Thomas Boylan
<HR SIZE=1>
G. Thomas Boylan, Director
</TD>
</TR>

<TR ALIGN=CENTER VALIGN=TOP>
<TD><BR>
<BR>
/s/ Philip J. Koning<BR>
<HR SIZE=1>
Philip J. Koning, Treasurer, Secretary and a Director
</TD>
<TD>&nbsp;</TD>
<TD><BR>
<BR>
/s/ John F. Koetje
<HR SIZE=1>
John F. Koetje, Director
</TD>
</TR>

<TR ALIGN=CENTER VALIGN=TOP>
<TD><BR>
<BR>
/s/ Steven L. Germond<BR>
<HR SIZE=1>
 Steven L. Germond, Chief Financial Officer <BR>
(principal financial and accounting officer)
</TD>
<TD>&nbsp;</TD>
<TD><BR>
<BR>
/s/ Robert E. DenHerder
<HR SIZE=1>
Robert E. DenHerder, Director
</TD>
</TR>
</table>


<BR>
<BR>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=1>
::ODMA\PCDOCS\GRR\694555\1</font></p>

<BR>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif"> S-3 </FONT></P>
<BR>
<HR SIZE=2>




<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>EXHIBIT INDEX</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following exhibits are filed as a part of the Registration Statement:</FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR valign=top>
<TD width=14%>
Exhibit 4</td>
<td width=86%>
Macatawa Bank Corporation 1998 Directors&#146; Stock Option Plan incorporated
by reference to Exhibit 10.2 to the Registrant&#146;s Form SB-2 Registration
Statement (No. 333-45755), as amended by the First Amendment included as
Appendix B to the Macatawa Bank Corporation Proxy Statement dated March 7, 2002,
for the Macatawa Bank Corporation Annual Meeting of Shareholders held April 18,
2002, which is incorporated herein by reference.<BR>&nbsp;</td>
</tr>
<tr>
<td>
Exhibit 5<BR>
<BR>
Exhibit 23(a) <BR>
<BR>
Exhibit 23(b)  <BR>
<BR>
Exhibit 23(c) <BR>
<BR>
Exhibit 24  </td>
<td>
Opinion of Varnum, Riddering, Schmidt &amp; Howlett LLP   <BR>
                                                          <BR>
Consent of Crowe, Chizek &amp; Company LLP                <BR>
                                                          <BR>
Consent of BDO Seidman, LLP                                   <BR>
                                                                  <BR>
Consent of Varnum, Riddering, Schmidt &amp; Howlett LLP--included in Exhibit 5 <BR>
                                                                           <BR>
Power of Attorney--included on page S-3 hereof.                            </td>
</tr>
</table>


<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>

<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif">  </FONT></P>
<BR>
<HR SIZE=2>





<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit 5</FONT></H2>


<BR><BR><BR><BR>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
May 13, 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</font></p>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR valign=top>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5%><B>Re:</B></TD>
<TD WIDTH=90%><B>Registration  Statement  on Form  S-8  Relating  to the  Macatawa Bank Corporation 1998 Directors' Stock Option Plan</B></TD>
</TR>
</TABLE>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Ladies and Gentlemen:</font></p>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&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,  106,848 shares of the Company's common stock
for  issuance  pursuant to the  Company's  1998  Directors'  Stock Option Plan,  as amended (the  "Plan"),  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  106,848  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 Plan
and the  Registration  Statement,  will be duly and legally  authorized,  issued and  outstanding and will be fully
paid and nonassessable.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&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</FONT></P>








<BR><BR><BR><BR><BR><BR><BR><BR>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3></FONT></P>
<BR>
<hr size=2>


<H2 ALIGN=right><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit 23(a)</FONT></H2>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CONSENT OF
INDEPENDENT ACCOUNTANTS</FONT></H1>

<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
We hereby consent to incorporation by reference in this registration statement
on Form S-8 of our report dated January 25, 2002 on the financial statements of
Macatawa Bank Corporation as of December 31, 2001 and 2000 and for the years
ended December 31, 2001, 2000 and 1999, included in Macatawa Bank Corporation's
Annual Report on Form 10-K for the year ended December 31, 2001.
</FONT></P>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
<TD width=60%>&nbsp; </TD>
<TD width=40%>
/s/ Crowe, Chizek and Company LLP<BR>
<BR>
<B>Crowe, Chizek and Company LLP</B></td>
</TR>
</TABLE>
<BR><BR>




<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Grand Rapids, Michigan<BR>
May 13, 2002</font></p>




<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>

<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif">  </FONT></P>
<BR>
<HR SIZE=2>



<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Exhibit 23(b)</FONT></H2>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS</FONT></H1>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>We hereby consent to the
incorporation by reference in this registration statement of our report dated
January 18, 2002, on the consolidated balance sheets of Grand Bank Financial Corporation
as of December 31, 2001 and 2000, and the related consolidated statements of
income, changes in stockholders' equity and cash flows for each of the three
years in the period ended December 31, 2001, included in Macatawa Bank Corporation's Current Report on Form
8-K dated April 1, 2002. </FONT></P>

<BR>
<BR>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
<TD width=60%><B>/s/ BDO Seidman, LLP</B></TD>
<TD width=40%>&nbsp;</td>
</TR>
</TABLE>
<BR>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Grand Rapids, Michigan<BR>
May 13, 2002</font></p>




<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>

<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif">  </FONT></P>
<BR>









</body>
</html>
[{"type": "S-8", "sequence": "1", "filename": "macatawas8.htm", "secsgml_size_bytes": 18885}]
{"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": "333-88572", "film-number": "02656490"}, "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 BANK CORPORATION FORM S-8
As filed with the Securities and Exchange Commission on May 17, 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)
Macatawa Bank Corporation 1998 Directors' Stock Option Plan
(Full Title of the Plan)
Benj. A. Smith, III, 106 E. 8th Street, Holland, Michigan 49423  (616) 396-0119
(Name, address, including zip code 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
Title of
Securities to be
Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common Stock (No Par Value)
106,848 Shares(1)(2)
$20.29(3)
$2,167,946.00
$200
(1)
Represents the additional shares of Common Stock authorized for issuance under
the Macatawa Bank Corporation Stock 1998 Directors' Stock Option Plan (the
"Plan"),as amended, and adjusted to reflect the 3% stock dividend
distributed on May 4, 2001. This Registration Statement also covers such
indeterminable additional number of shares as may be issuable under the Plan by
reason of adjustments in the number of shares covered thereby as described in
the Prospectus.
(2)
40,000 shares of Common Stock were previously registered when the Form S-8
(Registration No. 333-53593) was filed on May 26, 1998. The purpose of this Form
S-8 is to register an additional 100,000 shares of Common Stock which have been
reserved for issuance pursuant to approvals received at the Macatawa Bank
Corporation Annual Meeting of Shareholders held April 18, 2001, and an
additional 6,848 shares of Common Stock issuable under the Plan by reason of the
3% stock dividend distributed May 4, 2001, and the 4% stock dividend distributed
May 8, 2002.
(3)
For shares subject to outstanding but unexercised options, the price is computed
on the basis of the exercise price. For the remaining shares under the Plan and
for the purpose of computing the registration fee only, the price shown is based
upon the price of $20.29 per share, the average of the high and low prices for
the Common Stock of Macatawa Bank Corporation as reported in the NASDAQ National
Market May 14, 2002, in accordance with Rule 457(h).
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.
INCORPORATION BY REFERENCE
The contents of the  Registration  Statement on Form S-8  (Registration  No.  333-53593)  filed on May 26,
1998 are incorporated by reference.
PURPOSE OF THIS FORM S-8
The purpose of this Form S-8 is to register an additional  106,848  shares of Common Stock which have been
reserved for issuance under the Macatawa Bank  Corporation  1998 Directors' Stock Option Plan (the "Plan") pursuant
to approvals  received at the Macatawa Bank  Corporation  Annual Meeting of Shareholders  held  April 18, 2002.  At
that meeting,  the  Shareholders  approved the First  Amendment to the Macatawa Bank  Corporation  1998  Directors'
Stock Option Plan as set forth in the Macatawa Bank  Corporation  Proxy Statement dated March 7,  2002,  increasing
the number of  authorized  Plan shares to 141,200.  The First  Amendment  to the Plan was  approved by the Board of
Directors.  The Plan,  as  amended  by the First  Amendment,  and as a result of the  distribution  of the 3% stock
dividend  distributed May 4, 2001, and the 4% stock dividend  distributed May 8, 2002, provides for the granting of
options to employees of Macatawa Bank to purchase,  in the aggregate,  not more than 146,848 shares of Common Stock
of Macatawa Bank Corporation.
S-2
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 10th day of May, 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
Steven L. Germond 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 May 10, 2002, by the following persons in the capacities indicated.
Signatures
/s/ Benj. A. Smith III
Benj. A. Smith III, Chief Executive Officer
and a Director
(principal executive officer)
/s/ G. Thomas Boylan
G. Thomas Boylan, Director
/s/ Philip J. Koning
Philip J. Koning, Treasurer, Secretary and a Director
/s/ John F. Koetje
John F. Koetje, Director
/s/ Steven L. Germond
Steven L. Germond, Chief Financial Officer
(principal financial and accounting officer)
/s/ Robert E. DenHerder
Robert E. DenHerder, Director
::ODMA\PCDOCS\GRR\694555\1
S-3
EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Exhibit 4
Macatawa Bank Corporation 1998 Directors' Stock Option Plan incorporated
by reference to Exhibit 10.2 to the Registrant's Form SB-2 Registration
Statement (No. 333-45755), as amended by the First Amendment included as
Appendix B to the Macatawa Bank Corporation Proxy Statement dated March 7, 2002,
for the Macatawa Bank Corporation Annual Meeting of Shareholders held April 18,
2002, which is incorporated herein by reference.
Exhibit 5
Exhibit 23(a)
Exhibit 23(b)
Exhibit 23(c)
Exhibit 24
Opinion of Varnum, Riddering, Schmidt & Howlett LLP
Consent of Crowe, Chizek & Company LLP
Consent of BDO Seidman, LLP
Consent of Varnum, Riddering, Schmidt & Howlett LLP--included in Exhibit 5
Power of Attorney--included on page S-3 hereof.
Exhibit 5
May 13, 2002
Macatawa Bank Corporation
348 South Waverly Road
Holland, Michigan  49423
Re:
Registration  Statement  on Form  S-8  Relating  to the  Macatawa Bank Corporation 1998 Directors' Stock Option Plan
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,  106,848 shares of the Company's common stock
for  issuance  pursuant to the  Company's  1998  Directors'  Stock Option Plan,  as amended (the  "Plan"),  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  106,848  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 Plan
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
Exhibit 23(a)
CONSENT OF
INDEPENDENT ACCOUNTANTS
We hereby consent to incorporation by reference in this registration statement
on Form S-8 of our report dated January 25, 2002 on the financial statements of
Macatawa Bank Corporation as of December 31, 2001 and 2000 and for the years
ended December 31, 2001, 2000 and 1999, included in Macatawa Bank Corporation's
Annual Report on Form 10-K for the year ended December 31, 2001.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Grand Rapids, Michigan
May 13, 2002
Exhibit 23(b)
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the
incorporation by reference in this registration statement of our report dated
January 18, 2002, on the consolidated balance sheets of Grand Bank Financial Corporation
as of December 31, 2001 and 2000, and the related consolidated statements of
income, changes in stockholders' equity and cash flows for each of the three
years in the period ended December 31, 2001, included in Macatawa Bank Corporation's Current Report on Form
8-K dated April 1, 2002.
/s/ BDO Seidman, LLP
Grand Rapids, Michigan
May 13, 2002