REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IBT BANCORP, INC. (Exact name of Issuer as specified in its charter) MICHIGAN 38-2830092 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 200 EAST BROADWAY MT. PLEASANT, MICHIGAN 48858 (Address of Principal Executive Offices) (Zip Code) IBT BANCORP, INC. STOCKHOLDER DIVIDEND REINVESTMENT AND EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) DENNIS P. ANGNER 200 EAST BROADWAY MT. PLEASANT, MI 48858 (Name and address of agent for service) 989/772-9471 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE COMMON SHARES, 30,000 SH (1) $ 40.00 (2) $ 1,200,000 (2) $97.08 NO PAR VALUE (1) Pursuant to Rule 416 under the Securities Act of 1933, this registration fee covers such indeterminate number of additional shares as may be required to be issued under the Plan 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 based on the average price of the Common Stock on June 23, 2003, pursuant to Rule 457(h)(1) and 457(c) solely for the purpose of calculating the registration fee. This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 30,000 shares of IBT Bancorp, Inc. common stock to be issued pursuant to the IBT Bancorp, Inc. Stockholder Dividend Reinvestment and Employee Stock Purchase Plan. Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8, previously filed with the Commission relating to the Plan (File No. 33-34777, File No. 33-61596 and File No. 333-53377) are incorporated herein by reference. Item 8. Exhibits 5. Opinion of counsel as to the legality of the common shares covered by this registration statement. 23.1 Consent of Rehmann Robson P.C. 23.2 Consent of counsel (included within Exhibit 5). SIGNATURES The Registrant. 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 Mt. Pleasant, State of Michigan, on June 24, 2003. IBT BANCORP, INC. By: /s/ Dennis P. Angner --------------------------- Dennis P. Angner, President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/Dennis P. Angner President June 24, 2003 - ------------------------------ (Principal Executive Officer Dennis P. Angner and Principal Financial Officer) and Director /s/ L. A. Johns Chairman of the Board and June 24, 2003 - ------------------------------ Director L. A. Johns /s/ Richard J. Barz Director June 24, 2003 - ------------------------------ Richard J. Barz Signature Title Date - --------- ----- ---- /s/ Frederick L. Bradford Director June 24, 2003 - ------------------------------ Frederick L. Bradford /s/ Gerald D. Cassel Director June 24, 2003 - ------------------------------ Gerald D. Cassel /s/ James C. Fabiano Director June 24, 2003 - ------------------------------ James C. Fabiano /s/ David W. Hole Director June 24, 2003 - ------------------------------ David W. Hole /s/ Ronald E. Schumacher Director June 24, 2003 - ------------------------------ Ronald E. Shumacher /s/ William J. Strickler Director June 24, 2003 - ------------------------------ William J. Strickler /s/ Dean Walldorff Director June 24, 2003 - ------------------------------ Dean Walldorff /s/ Dale Weburg Director June 24, 2003 - ------------------------------ Dale Weburg /s/ Herbert C. Wybenga Director June 24, 2003 - ------------------------------ Herbert C. Wybenga EXHIBIT INDEX Exhibit Number Description ------ ----------- 5 Opinion of counsel as to legality of the common shares covered by this registration statement 23.1 Consent of Rehmann Robson P.C. 23.2 Consent of counsel (included within Exhibit 5)