SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Date of report (Date of earliest event reported): January 1, 2002
STURGIS BANCORP, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN
(State of incorporation or organization)
38-3609814
(Commission File No.) (IRS - Employer Identification Number)
113-125 E. Chicago Road, Sturgis, MI 49091
(Address of Registrant's principal executive offices)
(616) 651-9345
Registrant's telephone number, including area code
Item 5. Other Events
This Form 8-K is being filed by Sturgis Bancorp, Inc. as a successor
issuer to Sturgis Bank and Trust Company as required by paragraph (f) of Rule
12g-3 under the Securities Exchange Act of 1934. Based upon the reorganization
of Sturgis Bank and Trust Company described below, Sturgis Bancorp, Inc.'s
common stock is deemed registered under Section 12(g) of the Securities Exchange
Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder.
On December 11, 2001, the shareholders of Sturgis Bank and Trust
Company approved the reorganization of Sturgis Bank & Trust Company to become a
wholly owned subsidiary of Sturgis Bancorp, Inc., a bank holding company.
Sturgis Bancorp, Inc. is a bank holding company under the Bank Holding Company
Act of 1956, as amended. Sturgis Bancorp, Inc. was incorporated in the State of
Michigan on May 23, 2001 to facilitate Sturgis Bancorp, Inc.'s acquisition of
one hundred percent of the issued and outstanding common stock of Sturgis Bank &
Trust Company, a Michigan savings bank. SBT Interim Bank, an interim Michigan
Savings bank and a wholly owned subsidiary of Sturgis Bancorp, Inc. was created
for the purpose of facilitating the reorganization. SBT Interim Bank was formed
as a subsidiary of Sturgis Bancorp, Inc. and was a Section 706 bank under the
Michigan Savings Bank Act established for the sole purpose of legally effecting
the reorganization. To complete the reorganization, SBT Interim Bank has been
merged into Sturgis Bank & Trust Company with Sturgis Bank and Trust Company now
being a wholly owned subsidiary of Sturgis Bancorp, Inc.
This reorganization was approved at a special meeting of the
shareholders of Sturgis Bank & Trust Company on December 11, 2001. The necessary
affirmative vote of the holders of at least two-thirds (2/3) of the Sturgis Bank
& Trust Company common stock (of which 3,101,534 shares were outstanding on
October 30th, 2001 the record date for the meeting) was obtained. Prior to the
special meeting of the shareholders of Sturgis Bank & Trust Company, Sturgis
Bancorp, Inc. received the necessary approvals from the Board of Governors of
the Federal Reserve and the Federal Deposit Insurance Corporation. On December
21, 2001, the Michigan Department of Consumer and Industry Services, Office of
Financial and Insurance Services, Division of Financial Institutions approved
the consolidation of SBT Interim Bank with and into Sturgis Bank & Trust Company
to complete the consummation of Sturgis Bancorp, Inc. acquiring one hundred
percent of the issued and outstanding common stock of Sturgis Bank & Trust
Company. This reorganization is effective as of the opening of business on
January 1, 2002.
With the consummation of the reorganization, each outstanding share of
Sturgis Bank & Trust Company outstanding common stock, $1.00 par value, has been
converted into one share of Sturgis Bancorp, Inc. Common Stock, $1.00 par value.
The shareholders of Sturgis Bank & Trust Company and their percentage of
shareholder ownership, immediately prior to the consummation of the
reorganization are identical to those of Sturgis Bancorp, Inc. immediately after
consummation of the reorganization.
Item 7. Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Setforth below is a list of exhibits included as part of this current
report.
EXHIBIT
NUMBERS DESCRIPTION OF EXHIBIT
2.1 Plan of Reorganization and Merger Agreement
2.2 Consolidation Agreement
3.1 Articles of Incorporation of Sturgis Bancorp, Inc.
3.2 Bylaws of Sturgis Bancorp, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 30, 2002 STURGIS BANCORP, INC.
By: /s/ Leonard L. Eishen
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Name: Leonard L. Eishen
Title: President and CEO
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EXHIBIT INDEX
EXHIBIT
NUMBERS DESCRIPTION OF EXHIBIT
2.1 Plan of Reorganization and Merger Agreement
2.2 Consolidation Agreement
3.1 Articles of Incorporation of Sturgis Bancorp, Inc.
3.2 Bylaws of Sturgis Bancorp, Inc.
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