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As filed with the Securities and Exchange Commission on June 25, 2003

Registration No. 333-_______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
     

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

 
FIRST INTERSTATE BANCSYSTEM, INC.
(Exact name of issuer as specified in its charter)
     
Montana
(State or other Jurisdiction of
incorporation or organization)		   81-0331430
(I.R.S. Employer Identification Number)
 
400 North 31st Street, Billings, Montana 59116
(Address of Principal Executive Offices and Zip Code)
 
FIRST INTERSTATE BANCSYSTEM, INC. 2001 STOCK OPTION PLAN
(Full title of plan)

Terrill R. Moore
Senior Vice President and Chief Financial Officer
FIRST INTERSTATE BANCSYSTEM, INC.
401 North 31st Street
Billings, Montana 59116
(Name and address of agent for service)

(406) 255-5390
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

                                 
            Proposed     Proposed          
Title of securities   Amount to be     maximum offering     maximum aggregate     Amount of  
to be registered   registered (1)     price per share(2)     offering price     registration fee  
 
Common Stock
(no par value)
     750,000     $ 46.00     $ 34,500,000     $ 2,791.05  
 

(1)   Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock, no par value, which are issued or become issuable under the First Interstate BancSystem, Inc. 2001 Stock Option Plan, pursuant to stock splits, stock dividends or similar transactions.
 
(2)   Calculated in accordance with Rule 457(h) under the Securities Act, based upon the latest appraised value of $46.00 per share as of December 31, 2002, for 750,000 shares reserved for issuance under the First Interstate BancSystem, Inc. 2001 Stock Option Plan.

 

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EXPLANATORY NOTE
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS
SIGNATURES
1. REGISTRANT
POWER OF ATTORNEY
EXHIBITS INDEX
EX-4.12 Shareholder's Agreement
EX-5 Opinion and Consent of Holland & Hart LLP
EX-23.1 Consent of Ernst & Young LLP
EX-23.2 Consent of KPMG LLP

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EXPLANATORY NOTE

     This Registration Statement on Form S-8 is being filed pursuant to General Instruction E for Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register 750,000 additional shares of the registrant’s common stock available for issuance pursuant to the First Interstate BancSystem, Inc. 2001 Stock Option Plan, as amended. This Registration Statement incorporates by reference the contents of the Registrant’s Registration Statement on Form S-8 (Commission File No. 333-69490), and all exhibits thereto, which was previously filed with the Securities and Exchange Commission on September 17, 2001.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. EXHIBITS

                 
Regulation S-K                
               
Exhibit   Document  
 
4.11(1)
   Shareholder's Agreement for non-Scott family members dated August 19, 2002
4.12
   2001 Stock Option Plan of the Registrant, as amended
5
   Opinion of Holland & Hart LLP, as to the legality of securities being registered.
23.1
   Consent of Ernst & Young LLP, Independent Certified Public Accountants
23.2
   Consent of KPMG LLP, Independent Certified Public Accountants
23.3
   Consent of Holland & Hart LLP (contained in Exhibit 5)
24
   Power of Attorney (included on page 3 of this Registration Statement)

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

SIGNATURES

1. REGISTRANT

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Billings, State of Montana, on June 24, 2003.

   
  First Interstate BancSystem, Inc.
   
  By: /s/ LYLE R. KNIGHT
Lyle R. Knight
President and Chief Operating Officer

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POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature to this Registration Statement appears below hereby constitutes and appoints Thomas W. Scott and Terrill R. Moore, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his behalf individually and in the capacity stated below, and to perform any acts necessary to be done in order to file all amendments and post-effective amendments to this Registration Statement, and any and all instruments or documents filed as part of or in connection with this Registration Statement or the amendments thereto and each of the undersigned does hereby ratify and confirm all that such attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed below by the following persons in the capacities indicated on June 24, 2003.

     
SIGNATURE   TITLE
 
     
Homer A. Scott, Jr.		   Chairman of the Board
     
/s/ RANDALL I. SCOTT
Randall I. Scott		   Director
     
/s/ JAMES R. SCOTT
James R. Scott		   Vice Chairman of the Board
     
/s/ SANDRA SCOTT SUZOR
Sandra Scott Suzor		   Director
     
/s/ JOHN M. HEYNEMAN, JR.
John M. Heyneman, Jr.		   Director
     
Joel T. Long		   Director
     
/s/ LYLE R. KNIGHT
Lyle R. Knight		   President and Chief Operating Officer, Director
     
Terry W. Payne		   Director
     
James Haugh		   Director
     
/s/ THOMAS W. SCOTT
Thomas W. Scott		   Chief Executive Officer and Director (Principal Executive Officer)
     
C. Gary Jennings		   Director
     
/s/ ROBERT L. NANCE
Robert L. Nance		   Director
     
/s/ JULIE A. SCOTT
Julie A. Scott		   Director

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SIGNATURE   TITLE
 
     
Elouise C. Cobell		   Director
     
Richard A. Dorn		   Director
     
Michael J. Sullivan		   Director
     
/s/ WILLIAM B. EBZERY
William B. Ebzery		   Director
     
David H. Crum		   Director
     
/s/ TERRILL R. MOORE
Terrill R. Moore		   Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)

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FIRST INTERSTATE BANCSYSTEM, INC.

EXHIBITS INDEX

                 
Exhibit Document
 
4.11(1)
   Shareholder's Agreement for non-Scott family members dated August 19, 2002
4.12
   2001 Stock Option Plan of the Registrant, as amended
5
   Opinion of Holland & Hart LLP, as to the legality of securities being registered.
23.1
   Consent of Ernst & Young LLP, Independent Certified Public Accountants
23.2
   Consent of KPMG LLP, Independent Certified Public Accountants
23.3
   Consent of Holland & Hart LLP (contained in Exhibit 5)
24
   Power of Attorney (included on page 3 of this Registration Statement)

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

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