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   <TITLE>Firstbank Corporation Form S-8 (10-27-1999)</TITLE>
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<div align=right>Registration No.333 -____________</div>

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<p><FONT SIZE="-1">SECURITIES AND EXCHANGE COMMISSION
</FONT><br><FONT SIZE="-1">Washington, D.C. 20549
</FONT><br>__________________
<p><b>FORM S-8</b>
<br><b>REGISTRATION STATEMENT</b>
<br><b>UNDER THE SECURITIES ACT OF 1933</b>
<p><b><font size=+1>FIRSTBANK CORPORATION</font></b>
<br><FONT SIZE="-1">(Exact Name of Registrant as Specified in its Charter)</FONT>
<p>
__________________</center>
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<td ALIGN=CENTER><b><FONT SIZE="-1">Michigan</FONT></b>
<br><FONT SIZE="-1">(State or Other Jurisdiction of
</FONT><br><FONT SIZE="-1">Incorporation or Organization)
</FONT><p><b><FONT SIZE="-1">311 Woodworth Avenue, Alma, Michigan</FONT></b>
<br><FONT SIZE="-1">(Address of Principal Executive Offices)</FONT></td>

<td ALIGN=CENTER><b><FONT SIZE="-1">38-2022454</FONT></b>
<br><FONT SIZE="-1">(I.R.S. Employer
</FONT><br><FONT SIZE="-1">Identification Number)
</FONT><p>&nbsp;<b><FONT SIZE="-1">48801</FONT></b>
<br><FONT SIZE="-1">(Zip Code)</FONT></td>
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</TABLE>

<center>
<p><b><font size=+1>FIRSTBANK CORPORATION</font></b>
<br><b><font size=+1>EMPLOYEE STOCK PURCHASE PLAN OF 1999</font></b>
<br><FONT SIZE="-1">(Full Title of the Plan)</FONT></center>
<BR>

<table BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" >
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<td ALIGN=CENTER WIDTH="40%"><b><FONT SIZE="-1">Mary D. Deci</FONT></b>
<br><b><FONT SIZE="-1">Vice President, Secretary,</FONT></b>
<br><b><FONT SIZE="-1">and Treasurer</FONT></b>
<br><b><FONT SIZE="-1">Firstbank Corporation</FONT></b>
<br><b><FONT SIZE="-1">311 Woodworth Avenue</FONT></b>
<br><b><FONT SIZE="-1">Alma, Michigan 48801</FONT></b></td>

<td ALIGN=CENTER WIDTH="20%"><FONT SIZE="-1">Copies to:</FONT></td>

<td ALIGN=CENTER WIDTH="40%"><b><FONT SIZE="-1">Gordon R. Lewis</FONT></b>
<br>&nbsp;<b><FONT SIZE="-1">Warner Norcross &amp; Judd LLP</FONT></b>
<br>&nbsp;<b><FONT SIZE="-1">900 Old Kent Building</FONT></b>
<br>&nbsp;<b><FONT SIZE="-1">111 Lyon Street, N.W.</FONT></b>
<br>&nbsp;<b><FONT SIZE="-1">Grand Rapids, Michigan 49503-2487</FONT></b></td>
</tr>
</TABLE>

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<p><FONT SIZE="-1">(Name and Address of Agent for Service)
</FONT><p><b><FONT SIZE="-1">(517) 463-3131</FONT></b>
<br><FONT SIZE="-1">(Telephone Number, Including Area Code, of Agent for Service)</FONT>
<p><b><FONT SIZE="-1">CALCULATION OF REGISTRATION FEE</FONT></b></center>

<table BORDER=3 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" >
<tr ALIGN=CENTER VALIGN=CENTER>
<td WIDTH="20%">
<center><FONT SIZE="-1">Title of
<br>Securities to be
<br>Registered</FONT></center>
</td>

<td WIDTH="20%">
<center><FONT SIZE="-1">Amount to be
<br>Registered</FONT></center>
</td>

<td WIDTH="20%">
<center><FONT SIZE="-1">Proposed<BR>
Maximum
<br>Offering Price
<br>Per Share (3)</FONT></center>
</td>

<td WIDTH="20%">
<center><FONT SIZE="-1">Proposed
<br>Maximum
<br>Aggregate
<br>Offering Price (3)</FONT></center>
</td>

<td WIDTH="20%">
<center><FONT SIZE="-1">Amount of
<br>Registration Fee</FONT></center>
</td>
</tr>

<tr ALIGN=CENTER VALIGN=CENTER>
<td ALIGN=LEFT WIDTH="20%"><FONT SIZE="-1">Common Stock,
<br>$1 par value</FONT></td>

<td WIDTH="20%">
<center><FONT SIZE="-1">50,000 shares (1)</FONT></center>
</td>

<td WIDTH="20%">
<center><FONT SIZE="-1">$23.875 (2)</FONT></center>
</td>

<td WIDTH="20%">
<center><FONT SIZE="-1">$1,193,750</FONT></center>
</td>

<td ALIGN=CENTER WIDTH="20%"><FONT SIZE="-1">$331.86</FONT></td>
</tr>
</TABLE>
<BR>

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<td WIDTH="10%"><FONT SIZE="-1">(1)</FONT></td>

<td WIDTH="90%"><FONT SIZE="-1">Plus an indeterminate number of additional shares as may
be required to be issued in the event of an adjustment as a result of an
increase in the number of issued shares of Common Stock resulting from
a subdivision of such shares, the payment of stock dividends or certain
other capital adjustments.</FONT></td>
</tr>

<tr VALIGN=TOP>
<td COLSPAN="2">&nbsp;</td>
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<tr VALIGN=TOP>
<td WIDTH="10%"><FONT SIZE="-1">(2)</FONT></td>

<td WIDTH="90%"><FONT SIZE="-1">Estimated solely for the purpose of calculating the registration
fee.</FONT></td>
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<td COLSPAN="2">&nbsp;</td>
</tr>

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<td WIDTH="10%"><FONT SIZE="-1">(3)</FONT></td>

<td WIDTH="90%"><FONT SIZE="-1">On October 25, 1999, the average of the bid and asked prices
of the Common Stock of Firstbank Corporation was $23.875 per share. The
registration fee is computed in accordance with Rule 457(h) and (c).</FONT></td>
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<td COLSPAN="2">&nbsp;</td>
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<td COLSPAN="2">
<hr SIZE="1"></td>
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<center>
<p>PART II.
<p>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</center>

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<td WIDTH="15%"><b>Item 3.</b></td>

<td WIDTH="85%"><b>Incorporation of Documents by Reference</b>.</td>
</tr>
</TABLE>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following documents filed with the Securities and Exchange Commission
are incorporated in this registration statement by reference:
<br>
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Registrant's annual report on Form 10-K for the year ended December
31, 1998 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act").
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since December 31, 1998 including, without limitation, the Registrant's
quarterly reports on Form 10-Q for the quarters ended March 31, 1999 and
June 30, 1999.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The description of the Registrant's common stock, which is contained in
the Registrant's registration statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.</blockquote>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All documents subsequently filed by the Registrant (also referred to as
"Firstbank") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment that indicates that
all securities offered have been sold or that deregisters all securities
remaining unsold shall be deemed to be incorporated by reference in this
registration statement and to be a part of this registration statement
from the date of filing of such documents.
<br>&nbsp;
<br>&nbsp;
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<td WIDTH="15%"><b>Item 4.</b></td>

<td><b>&nbsp; Description of Securities.</b></td>
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</TABLE>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable.
<br>&nbsp;
<br>&nbsp;
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<td WIDTH="15%"><b>Item 5.</b></td>

<td WIDTH="85%"><b>&nbsp; Interest of Named Experts and Counsel.</b></td>
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</TABLE>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable.
<br>&nbsp;
<br>&nbsp;
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<CENTER>-2-
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<td WIDTH="15%"><b>Item 6.</b></td>

<td><b>&nbsp; Indemnification of Directors and Officers.</b></td>
</tr>
</TABLE>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Firstbank is obligated under its Articles of Incorporation and Bylaws to
indemnify a present or former director or executive officer of the Firstbank,
and may indemnify any other person, to the fullest extent now or hereafter
permitted by the Michigan Business Corporation Act (the "MBCA") in connection
with any actual or threatened civil, criminal, administrative or investigative
action, suit or proceeding arising out of their past or future service
to the Firstbank or a subsidiary, or to another organization at the request
of the Firstbank or a subsidiary.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Sections 561 through 571 of the MBCA contain provisions governing the indemnification
of directors and officers by Michigan corporations. That statute provides
that a corporation has the power to indemnify a person who was or is a
party or is threatened to be made a party to a threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal (other than an action by or
in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit
or not, against expenses (including attorneys' fees), judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by
him or her in connection with the action, suit or proceeding, if the person
acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation or its shareholders,
and with respect to a criminal action or proceeding, if the person had
no reasonable cause to believe his or her conduct was unlawful. The termination
of an action, suit or proceeding by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the person did not act in good faith and in a
manner that he or she reasonably believed to be in or not opposed to the
best interests of the corporation or its shareholders, and, with respect
to a criminal action or proceeding, had reasonable cause to believe that
his or her conduct was unlawful.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Indemnification of expenses (including attorneys' fees) and amounts paid
in settlement is permitted in derivative actions, except that indemnification
is not allowed for any claim, issue or matter in which such person has
been found liable to the corporation unless and to the extent that a court
decides indemnification is proper. To the extent that any such person has
been successful on the merits or otherwise in defense of an action, suit
or proceeding, or in defense of a claim, issue or matter in the action,
suit or proceeding, he or she shall be indemnified against actual and reasonable
expenses (including attorneys' fees) incurred by him or her in connection
with the action, suit or proceeding, and any action, suit or proceeding
brought to enforce the mandatory indemnification provided under the MBCA.
The MBCA permits partial indemnification for a portion of expenses (including
reasonable attorneys' fees),<BR>
<BR>
<BR>
<CENTER>-3-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>
judgments, penalties, fines and amounts paid
in settlement to the extent the person is entitled to indemnification for
less than the total amount.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Firstbank has entered into indemnity agreements with directors. The agreements
provide that Firstbank will indemnify the director, subject to certain
limitations, for costs, including the satisfaction of a judgment, fine
or penalty incurred in, or any amount paid in settlement of, any proceeding,
including a proceeding brought by or in the name of the corporation, if
such expenses and costs are indemnifiable under the MBCA.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The MBCA permits Firstbank to purchase insurance on behalf of its directors,
officers, employees and agents against liabilities arising out of their
positions with Firstbank, whether or not such liabilities would be within
the above indemnification provisions. Pursuant to this authority, Firstbank
maintains such insurance on behalf of its directors and officers.
<br>&nbsp;
<br>&nbsp;
<table BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="85%" >
<tr VALIGN=TOP>
<td WIDTH="15%"><b>Item 7.</b></td>

<td WIDTH="85%"><b>&nbsp; Exemption from Registration Claimed.</b></td>
</tr>
</TABLE>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable.
<br>&nbsp;
<br>&nbsp;
<table BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="85%" >
<tr VALIGN=TOP>
<td WIDTH="15%"><b>Item 8.</b></td>

<td><b>&nbsp; Exhibits</b>.</td>
</tr>
</TABLE>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following exhibits have been filed as part of this registration statement:
<br>&nbsp;
<br>&nbsp;
<table BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" >
<tr VALIGN=BOTTOM>
<td WIDTH="15%">Exhibit
<br><u>Number</u></td>

<td WIDTH="85%"><u>Document</u></td>
</tr>

<tr VALIGN=TOP>
<td COLSPAN="2">&nbsp;</td>
</tr>

<tr VALIGN=TOP>
<td WIDTH="15%">4(a)</td>

<td WIDTH="85%">Firstbank's Articles of Incorporation, previously filed
as an Exhibit to the Registrant's Form 10-Q for the quarter ended March
31, 1997, are incorporated herein by reference.</td>
</tr>

<tr VALIGN=TOP>
<td COLSPAN="2">&nbsp;</td>
</tr>

<tr VALIGN=TOP>
<td WIDTH="15%">4(b)</td>

<td WIDTH="85%">Firstbank's Bylaws, previously filed as an Exhibit to the
Registrant's Registration Statement on Form S-2 (Registration No. 33-47356)
filed on September 3, 1993, are incorporated herein by reference.</td>
</tr>

<tr VALIGN=TOP>
<td COLSPAN="2">&nbsp;</td>
</tr>

<tr VALIGN=TOP>
<td WIDTH="15%">4(c)</td>

<td WIDTH="85%">The Firstbank Corporation Employee Stock Purchase Plan
of 1999.</td>
</tr>

<tr VALIGN=TOP>
<td COLSPAN="2">&nbsp;</td>
</tr>

<tr VALIGN=TOP>
<td WIDTH="15%">5</td>

<td WIDTH="85%">Opinion Regarding Legality of Securities Offered.</td>
</tr>

<tr VALIGN=TOP>
<td COLSPAN="2">&nbsp;</td>
</tr>
</TABLE>
<BR>
<BR>
<BR>
<CENTER>-4-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>

<table BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" >
<tr VALIGN=BOTTOM>
<td WIDTH="15%">Exhibit
<br><u>Number</u></td>

<td WIDTH="85%"><u>Document</u></td>
</tr>

<tr VALIGN=TOP>
<td COLSPAN="2">&nbsp;</td>
</tr>

<tr VALIGN=TOP>
<td WIDTH="15%">23(a)</td>

<td WIDTH="85%">Consent of Warner Norcross &amp; Judd <font size=-1>LLP</font>-Included
in Exhibit 5 and incorporated herein by reference.</td>
</tr>

<tr VALIGN=TOP>
<td COLSPAN="2">&nbsp;</td>
</tr>

<tr VALIGN=TOP>
<td WIDTH="15%">23(b)</td>

<td WIDTH="85%">Consent of Crowe, Chizek &amp; Company LLP.</td>
</tr>

<tr VALIGN=TOP>
<td COLSPAN="2">&nbsp;</td>
</tr>

<tr VALIGN=TOP>
<td WIDTH="15%">24</td>

<td WIDTH="85%">Powers of Attorney.</td>
</tr>

<tr VALIGN=TOP>
<td COLSPAN="2">&nbsp;</td>
</tr>
</TABLE>
<BR>

<table BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="85%" >
<tr VALIGN=TOP>
<td WIDTH="15%"><b>Item 9.</b></td>

<td><b>&nbsp; Undertakings.</b></td>
</tr>
</TABLE>

<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned Registrant hereby undertakes:
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
<blockquote>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933 (the "Securities Act");
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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
thereto) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement; and
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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;</blockquote>
&nbsp;<i>provided, however</i>, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed or
furnished to the SEC by the Registrant pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference in this registration
statement.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered</BLOCKQUOTE><BR>
<BR>
<BR>
<CENTER>-5-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>
<BLOCKQUOTE>therein, and the offering
of such securities at that time shall be deemed to be the initial <i>bona
fide</i> offering thereof.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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.</blockquote>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act 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 <i>bona fide</i> offering thereof.
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or 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 Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment
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 Securities Act and will be governed by the final adjudication
of such issue.</blockquote>
<BR>
<BR>
<BR>
<CENTER>-6-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>

<center>
<p><u>SIGNATURES</u></center>
<BR>
<BR>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to the requirements of the Securities Act of 1933, 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 Alma, State of Michigan, on this 27th day of
October, 1999.
<br>&nbsp;
<br>&nbsp;
<table BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" >
<tr VALIGN=TOP>
<td WIDTH="50%"></td>

<td WIDTH="50%">FIRSTBANK CORPORATION
<br>&nbsp;
<p>By&nbsp;/s/ Mary D. Deci<HR SIZE="1" WIDTH="90%">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Mary D. Deci
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Vice President, Secretary, and Treasurer</td>
</tr>
</TABLE>
<BR>
<BR>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<br>&nbsp;
<br>&nbsp;
<table BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" >
<tr VALIGN=TOP>
<td ALIGN=CENTER><u>Signature</u></td>
<TD ALIGN="CENTER">&nbsp;</TD>
<td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Title</u></td>

<td ALIGN=CENTER><u>Date</u></td>
</tr>
	<TR>
		<TD COLSPAN="3">&nbsp;</TD>
	</TR>
	<TR>
		<TD COLSPAN="3">&nbsp;</TD>
	</TR>

<tr VALIGN=TOP>
<td WIDTH="30%" VALIGN="TOP">/s/ John McCormack*&nbsp;<HR SIZE="1">
John McCormack</td>
<TD WIDTH="5%">&nbsp;</TD>
<td WIDTH="35%" VALIGN="TOP">President, Chief Executive
<br>Officer, and Director
<br>(Principal Executive Officer)</td>

<td WIDTH="30%" ALIGN="CENTER" VALIGN="TOP">October 27, 1999</td>
</tr>

	<TR>
		<TD COLSPAN="4">&nbsp;</TD>
	</TR>

	<TR>
		<TD COLSPAN="4">&nbsp;</TD>
	</TR>
<tr VALIGN=TOP>
<td WIDTH="30%" VALIGN="TOP">/s/ Mary D. Deci<HR SIZE="1">
Mary D. Deci</td>
<TD WIDTH="5%">&nbsp;</TD>
<td WIDTH="35%" VALIGN="TOP">Vice President, Secretary and
<br>Treasurer (Principal financial
<br>and accounting officer)</td>

<td WIDTH="30%" ALIGN="CENTER" VALIGN="TOP">October 27, 1999</td>
</tr>


	<TR>
		<TD COLSPAN="4">&nbsp;</TD>
	</TR>
	<TR>
		<TD COLSPAN="4">&nbsp;</TD>
	</TR>
<tr VALIGN=TOP>
<td WIDTH="30%" VALIGN="TOP">/s/ Duane A. Carr*&nbsp;<HR SIZE="1">
Duane A. Carr</td>
<TD WIDTH="5%">&nbsp;</TD>
<td WIDTH="35%" VALIGN="TOP">Director</td>

<td WIDTH="30%" ALIGN="CENTER" VALIGN="TOP">October 27, 1999</td>
</tr>


	<TR>
		<TD COLSPAN="4">&nbsp;</TD>
	</TR>
	<TR>
		<TD COLSPAN="4">&nbsp;</TD>
	</TR>

<tr VALIGN=TOP>
<td WIDTH="30%" VALIGN="TOP">/s/ William E. Goggin*&nbsp;<HR SIZE="1">
William E. Goggin</td>
<TD WIDTH="5%">&nbsp;</TD>
<td WIDTH="35%" VALIGN="TOP">Director</td>

<td WIDTH="30%" ALIGN="CENTER" VALIGN="TOP">October 27, 1999</td>
</tr>


	<TR>
		<TD COLSPAN="4">&nbsp;</TD>
	</TR>
	<TR>
		<TD COLSPAN="4">&nbsp;</TD>
	</TR>
<tr VALIGN=TOP>
<td WIDTH="30%" VALIGN="TOP">/s/ Edward B. Grant*&nbsp;<HR SIZE="1">
Edward B. Grant</td>
<TD WIDTH="5%">&nbsp;</TD>
<td WIDTH="35%" VALIGN="TOP">Director</td>

<td WIDTH="30%" ALIGN="CENTER" VALIGN="TOP">October 27, 1999</td>
</tr>


	<TR>
		<TD COLSPAN="4">&nbsp;</TD>
	</TR>
	<TR>
		<TD COLSPAN="4">&nbsp;</TD>
	</TR>
</TABLE>
<BR>
<BR>
<BR>
<CENTER>-7-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>

<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="100%">
<tr VALIGN=TOP>
<td WIDTH="30%" VALIGN="TOP">/s/ Charles W. Jennings*&nbsp;<HR SIZE="1">
Charles W. Jennings</td>
<TD WIDTH="5%">&nbsp;</TD>
<td WIDTH="35%" VALIGN="TOP">Director</td>

<td WIDTH="30%" ALIGN="CENTER" VALIGN="TOP">October 27, 1999</td>
</tr>


	<TR>
		<TD COLSPAN="4">&nbsp;</TD>
	</TR>
	<TR>
		<TD COLSPAN="4">&nbsp;</TD>
	</TR>
<tr VALIGN=TOP>
<td WIDTH="30%" VALIGN="TOP">/s/ Phillip G. Peasley*&nbsp;<HR SIZE="1">
Phillip G. Peasley</td>
<TD WIDTH="5%">&nbsp;</TD>
<td WIDTH="35%" VALIGN="TOP">Director</td>

<td WIDTH="30%" ALIGN="CENTER" VALIGN="TOP">October 27, 1999</td>
</tr>


	<TR>
		<TD COLSPAN="4">&nbsp;</TD>
	</TR>
	<TR>
		<TD COLSPAN="4">&nbsp;</TD>
	</TR>
<tr VALIGN=TOP>
<td WIDTH="30%" VALIGN="TOP">/s/ David D. Roslund*&nbsp;<HR SIZE="1">
David D. Roslund</td>
<TD WIDTH="5%">&nbsp;</TD>
<td WIDTH="35%" VALIGN="TOP">Director</td>

<td WIDTH="30%" ALIGN="CENTER" VALIGN="TOP">October 27, 1999</td>
</tr>


	<TR>
		<TD COLSPAN="4">&nbsp;</TD>
	</TR>
	<TR>
		<TD COLSPAN="4">&nbsp;</TD>
	</TR>
<tr VALIGN=TOP>
<td WIDTH="30%" VALIGN="TOP">/s/ Mary D. Deci<HR SIZE="1">
Mary D. Deci</td>
<TD WIDTH="5%">&nbsp;</TD>
<td WIDTH="35%" VALIGN="TOP">*Attorney in Fact</td>

<td WIDTH="30%" ALIGN="CENTER" VALIGN="TOP">October 27, 1999</td>
</tr>
</TABLE>
<BR>
<BR>
<BR>
<CENTER>-8-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>

<center>
<p><u>EXHIBIT</u> <u>INDEX</u></center>

<p><br>
<table BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" >
<tr VALIGN="BOTTOM">
<td WIDTH="15%">Exhibit
<br><u>Number</u></td>


<td WIDTH="85%" VALIGN="BOTTOM"><u>Document</u></td>
</tr>

	<TR>
		<TD COLSPAN="2">&nbsp;</TD>
	</TR>
	<TR>
		<TD COLSPAN="2">&nbsp;</TD>
	</TR>

<tr VALIGN=TOP>
<td WIDTH="15%">4(a)</td>

<td WIDTH="85%">Firstbank's Articles of Incorporation, previously
filed as an Exhibit to the Registrant's Form 10-Q for the quarter ended
March 31, 1997 are incorporated herein by reference.</td>
</tr>

	<TR>
		<TD COLSPAN="2">&nbsp;</TD>
	</TR>

<tr VALIGN=TOP>
<td WIDTH="15%">4(b)</td>

<td WIDTH="85%">Firstbank's Bylaws, previously filed as an
Exhibit to the Registrant's Registration Statement on Form S-2 (Registration
No. 33-47356) filed on September 3, 1993, are incorporated herein by reference.</td>
</tr>

	<TR>
		<TD COLSPAN="2">&nbsp;</TD>
	</TR>

<tr VALIGN=TOP>
<td WIDTH="15%">4(c)</td>

<td WIDTH="85%">The Firstbank Corporation Employee Stock Purchase
Plan of 1999.</td>
</tr>

	<TR>
		<TD COLSPAN="2">&nbsp;</TD>
	</TR>


<tr VALIGN=TOP>
<td WIDTH="15%">5</td>

<td WIDTH="85%">Opinion Regarding Legality of Securities Offered.&nbsp;</td>
</tr>

	<TR>
		<TD COLSPAN="2">&nbsp;</TD>
	</TR>

<tr VALIGN=TOP>
<td WIDTH="15%">23(a)</td>

<td WIDTH="85%">Consent of Warner Norcross &amp; Judd <font size=-1>LLP</font>-Included
in Exhibit 5 and incorporated herein by reference.</td>
</tr>

	<TR>
		<TD COLSPAN="2">&nbsp;</TD>
	</TR>

<tr VALIGN=TOP>
<td WIDTH="15%">23(b)</td>

<td WIDTH="85%">Consent of Crowe, Chizek &amp; Company LLP.</td>
</tr>

	<TR>
		<TD COLSPAN="2">&nbsp;</TD>
	</TR>

<tr VALIGN=TOP>
<td WIDTH="15%">24</td>

<td WIDTH="85%">Powers of Attorney.</td>
</tr>

	<TR>
		<TD COLSPAN="2">&nbsp;</TD>
	</TR>

</TABLE>

</body>
</HTML>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26731}]
{"company-data": {"conformed-name": "FIRSTBANK CORP", "cik": "0000778972", "assigned-sic": "6022", "irs-number": "382633910", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89771", "film-number": "99735072"}, "business-address": {"street1": "311 WOODWORTH AVE", "street2": "PO BOX 1029", "city": "ALMA", "state": "MI", "zip": "48801", "phone": "2087469610"}, "mail-address": {"street1": "311 WOODWORTH AVE", "city": "ALMA", "state": "MI", "zip": "48801"}}
Firstbank Corporation Form S-8 (10-27-1999)
Registration No.333 -____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FIRSTBANK CORPORATION
(Exact Name of Registrant as Specified in its Charter)
__________________
Michigan
(State or Other Jurisdiction of
Incorporation or Organization)
311 Woodworth Avenue, Alma, Michigan
(Address of Principal Executive Offices)
38-2022454
(I.R.S. Employer
Identification Number)
48801
(Zip Code)
FIRSTBANK CORPORATION
EMPLOYEE STOCK PURCHASE PLAN OF 1999
(Full Title of the Plan)
Mary D. Deci
Vice President, Secretary,
and Treasurer
Firstbank Corporation
311 Woodworth Avenue
Alma, Michigan 48801
Copies to:
Gordon R. Lewis
Warner Norcross & Judd LLP
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487
(Name and Address of Agent for Service)
(517) 463-3131
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of
Securities to be
Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share (3)
Proposed
Maximum
Aggregate
Offering Price (3)
Amount of
Registration Fee
Common Stock,
$1 par value
50,000 shares (1)
$23.875 (2)
$1,193,750
$331.86
(1)
Plus an indeterminate number of additional shares as may
be required to be issued in the event of an adjustment as a result of an
increase in the number of issued shares of Common Stock resulting from
a subdivision of such shares, the payment of stock dividends or certain
other capital adjustments.
(2)
Estimated solely for the purpose of calculating the registration
fee.
(3)
On October 25, 1999, the average of the bid and asked prices
of the Common Stock of Firstbank Corporation was $23.875 per share. The
registration fee is computed in accordance with Rule 457(h) and (c).
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
.
The following documents filed with the Securities and Exchange Commission
are incorporated in this registration statement by reference:
(a)       
The Registrant's annual report on Form 10-K for the year ended December
31, 1998 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act").
(b)       
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since December 31, 1998 including, without limitation, the Registrant's
quarterly reports on Form 10-Q for the quarters ended March 31, 1999 and
June 30, 1999.
(c)       
The description of the Registrant's common stock, which is contained in
the Registrant's registration statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant (also referred to as
"Firstbank") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment that indicates that
all securities offered have been sold or that deregisters all securities
remaining unsold shall be deemed to be incorporated by reference in this
registration statement and to be a part of this registration statement
from the date of filing of such documents.
Item 4.
Description of Securities.
Not applicable.
Item 5.
Interest of Named Experts and Counsel.
Not applicable.
-2-
Item 6.
Indemnification of Directors and Officers.
Firstbank is obligated under its Articles of Incorporation and Bylaws to
indemnify a present or former director or executive officer of the Firstbank,
and may indemnify any other person, to the fullest extent now or hereafter
permitted by the Michigan Business Corporation Act (the "MBCA") in connection
with any actual or threatened civil, criminal, administrative or investigative
action, suit or proceeding arising out of their past or future service
to the Firstbank or a subsidiary, or to another organization at the request
of the Firstbank or a subsidiary.
Sections 561 through 571 of the MBCA contain provisions governing the indemnification
of directors and officers by Michigan corporations. That statute provides
that a corporation has the power to indemnify a person who was or is a
party or is threatened to be made a party to a threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal (other than an action by or
in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit
or not, against expenses (including attorneys' fees), judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by
him or her in connection with the action, suit or proceeding, if the person
acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation or its shareholders,
and with respect to a criminal action or proceeding, if the person had
no reasonable cause to believe his or her conduct was unlawful. The termination
of an action, suit or proceeding by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the person did not act in good faith and in a
manner that he or she reasonably believed to be in or not opposed to the
best interests of the corporation or its shareholders, and, with respect
to a criminal action or proceeding, had reasonable cause to believe that
his or her conduct was unlawful.
Indemnification of expenses (including attorneys' fees) and amounts paid
in settlement is permitted in derivative actions, except that indemnification
is not allowed for any claim, issue or matter in which such person has
been found liable to the corporation unless and to the extent that a court
decides indemnification is proper. To the extent that any such person has
been successful on the merits or otherwise in defense of an action, suit
or proceeding, or in defense of a claim, issue or matter in the action,
suit or proceeding, he or she shall be indemnified against actual and reasonable
expenses (including attorneys' fees) incurred by him or her in connection
with the action, suit or proceeding, and any action, suit or proceeding
brought to enforce the mandatory indemnification provided under the MBCA.
The MBCA permits partial indemnification for a portion of expenses (including
reasonable attorneys' fees),
-3-
judgments, penalties, fines and amounts paid
in settlement to the extent the person is entitled to indemnification for
less than the total amount.
Firstbank has entered into indemnity agreements with directors. The agreements
provide that Firstbank will indemnify the director, subject to certain
limitations, for costs, including the satisfaction of a judgment, fine
or penalty incurred in, or any amount paid in settlement of, any proceeding,
including a proceeding brought by or in the name of the corporation, if
such expenses and costs are indemnifiable under the MBCA.
The MBCA permits Firstbank to purchase insurance on behalf of its directors,
officers, employees and agents against liabilities arising out of their
positions with Firstbank, whether or not such liabilities would be within
the above indemnification provisions. Pursuant to this authority, Firstbank
maintains such insurance on behalf of its directors and officers.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits
.
The following exhibits have been filed as part of this registration statement:
Exhibit
Number
Document
4(a)
Firstbank's Articles of Incorporation, previously filed
as an Exhibit to the Registrant's Form 10-Q for the quarter ended March
31, 1997, are incorporated herein by reference.
4(b)
Firstbank's Bylaws, previously filed as an Exhibit to the
Registrant's Registration Statement on Form S-2 (Registration No. 33-47356)
filed on September 3, 1993, are incorporated herein by reference.
4(c)
The Firstbank Corporation Employee Stock Purchase Plan
of 1999.
5
Opinion Regarding Legality of Securities Offered.
-4-
Exhibit
Number
Document
23(a)
Consent of Warner Norcross & Judd
LLP
-Included
in Exhibit 5 and incorporated herein by reference.
23(b)
Consent of Crowe, Chizek & Company LLP.
24
Powers of Attorney.
Item 9.
Undertakings.
(a)       
The undersigned Registrant hereby undertakes:
(1)       
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 (the "Securities Act");
(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
thereto) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement; and
(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)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed or
furnished to the SEC by the Registrant pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference in this registration
statement.
(2)       
That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered
-5-
therein, and the offering
of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
(3)       
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.
(b)       
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act 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
bona fide
offering thereof.
(c)       
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or 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 Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment
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 Securities Act and will be governed by the final adjudication
of such issue.
-6-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Alma, State of Michigan, on this 27th day of
October, 1999.
FIRSTBANK CORPORATION
By /s/ Mary D. Deci
Mary D. Deci
Vice President, Secretary, and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature
Title
Date
/s/ John McCormack*
John McCormack
President, Chief Executive
Officer, and Director
(Principal Executive Officer)
October 27, 1999
/s/ Mary D. Deci
Mary D. Deci
Vice President, Secretary and
Treasurer (Principal financial
and accounting officer)
October 27, 1999
/s/ Duane A. Carr*
Duane A. Carr
Director
October 27, 1999
/s/ William E. Goggin*
William E. Goggin
Director
October 27, 1999
/s/ Edward B. Grant*
Edward B. Grant
Director
October 27, 1999
-7-
/s/ Charles W. Jennings*
Charles W. Jennings
Director
October 27, 1999
/s/ Phillip G. Peasley*
Phillip G. Peasley
Director
October 27, 1999
/s/ David D. Roslund*
David D. Roslund
Director
October 27, 1999
/s/ Mary D. Deci
Mary D. Deci
*Attorney in Fact
October 27, 1999
-8-
EXHIBIT
INDEX
Exhibit
Number
Document
4(a)
Firstbank's Articles of Incorporation, previously
filed as an Exhibit to the Registrant's Form 10-Q for the quarter ended
March 31, 1997 are incorporated herein by reference.
4(b)
Firstbank's Bylaws, previously filed as an
Exhibit to the Registrant's Registration Statement on Form S-2 (Registration
No. 33-47356) filed on September 3, 1993, are incorporated herein by reference.
4(c)
The Firstbank Corporation Employee Stock Purchase
Plan of 1999.
5
Opinion Regarding Legality of Securities Offered.
23(a)
Consent of Warner Norcross & Judd
LLP
-Included
in Exhibit 5 and incorporated herein by reference.
23(b)
Consent of Crowe, Chizek & Company LLP.
24
Powers of Attorney.