REGISTRATION NO. ____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
IBT BANCORP, INC.
(Exact name of Registrant 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, MI 48858
(989) 772-9471
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
DENNIS P. ANGNER
200 EAST BROADWAY
MT. PLEASANT, MI 48858
(989) 772-9471
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each class Amount Maximum Maximum Amount of
of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Unit Offering Price Fee
Common Shares, 250,000 (1) $ 40.00 (2) $ 10,000,000 (2) $ 809.00 (3)
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 24, 2003,
pursuant to Rule 457(c) solely for purposes of calculating the registration fee.
PROSPECTUS
IBT BANCORP, INC.
STOCKHOLDER DIVIDEND REINVESTMENT
AND
EMPLOYEE STOCK PURCHASE PLAN
COMMON STOCK
NO PAR VALUE
The IBT Bancorp, Inc. Stockholder Dividend Reinvestment and Employee
Stock Purchase Plan (the "Plan") of IBT Bancorp, Inc., a registered financial
services company, (the "Corporation") provides holders of the Corporation's no
par value Common Stock, ("Common Stock") and employees and directors of the
Corporation and its affiliated entities, with a simple and convenient method of
reinvesting cash dividends and/or cash investments, in shares of Common Stock
without payment of any brokerage commission or service charge.
Participants in the Plan may acquire shares of Common Stock by:
- reinvesting all of their cash dividends on Common Stock held in their
name; or reinvesting any portion of their cash dividends and continuing to
receive a check for the uncommitted portion on Common Stock held in their name;
or
- having amounts deducted from their compensation.
The shares purchased under the Plan will be authorized but unissued
shares of the Corporation's Common Stock. The Plan currently provides that
shares purchased for participants will be purchased at a price determined by the
Corporation's Board of Directors as provided in the Plan. The Corporation,
however, reserves the right to modify the pricing or any other provision of the
Plan at any time. The Plan does not represent a change in the Corporation's
dividend policy or a guarantee of future dividends, which will continue to
depend on earnings, financial requirements and other factors.
Any holder of record of Common Stock is eligible to participate in the
Plan as well as employees and directors of the Corporation and its affiliated
entities. In addition, Isabella Bank and Trust has the capability to make
participation in the Plan available to beneficial owners of shares held by its
trust department.
Stockholders, employees and directors interested in participating in
the Plan may enroll in the Plan by completing an Authorization Card and
returning it to the Plan Administrator of the Plan. Authorization cards may be
obtained from the Plan Administrator. Once enrolled in the Plan, participants
will continue to be enrolled unless they notify the Plan Administrator for the
Plan that they wish to withdraw from participation. Stockholders who do not wish
to participate in the Plan will continue to receive cash dividends, as declared,
by check in the usual manner.
This Prospectus relates to Common Stock of the Corporation registered
for purchase under the Plan. FOR A DISCUSSION OF INVESTMENT CONSIDERATIONS
ASSOCIATED WITH THE PURCHASE OF THE COMMON STOCK OFFERED HEREBY, SEE "INVESTMENT
CONSIDERATIONS." It is suggested that this Prospectus be retained for future
reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN SUCH JURISDICTION.
No person has been authorized to give any information or to make any
representation in connection with this offering other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Corporation. Neither the delivery of this Prospectus nor any sale made
under this Prospectus shall under any circumstances create an implication that
there has been no change in the facts set forth herein or the affairs of the
Corporation since the date of this Prospectus.
THE DATE OF THIS PROSPECTUS IS JUNE 24, 2003.
AVAILABLE INFORMATION
The Corporation has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (herein, together with
all amendments and exhibits, referred to as the "Registration Statement") under
the Securities Act of 1933, as amended (the "Act"), with respect to the Common
Stock offered hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Statements
contained in this Prospectus as to the contents of any contract or other
documents are not necessarily complete, and in each instance reference is made
to the copy of such contract or document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. For further information, reference is made to the Registration
Statement, which may be obtained from the Commission at the same place and in
the same manner as with information concerning the Corporation, as set forth
below.
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Corporation with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330
for further information on the Commission's public reference rooms.
The Corporation electronically files its reports, proxy statements and
other information with the Commission. The Corporation's Central Index Key (CIK)
code is 0000842517. The Commission maintains a Website that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The address of the Commission's
Website is http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below and all documents
subsequently filed pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934
Act, prior to the termination of the offering, are hereby specifically
incorporated by reference in this Prospectus.
(a) The Corporation's latest annual report on Form 10-K filed pursuant
to Section 13(a) or 15(d) of the 1934 Act which contains, either directly or by
incorporation by reference, financial statements for the Corporation's latest
fiscal year for which a Form 10-K was required to have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
1934 Act since the end of the fiscal year covered by the annual report referred
to in (a) above.
(c) The description of the Corporation's Common Stock, registered under
Section 12 of the 1934 Act, contained in the Registration Statement on Form 10
filed under the 1934 Act, including any amendment or reports filed for the
purpose of updating such description.
The Corporation will furnish without charge to each person to whom this
Prospectus is delivered, upon the person's written or oral request, a copy of
any or all of the documents incorporated by reference herein other than exhibits
to such documents (unless said exhibits are specifically incorporated by
reference into such documents). Requests should be directed to: IBT Bancorp,
Inc., 200 East Broadway, Mt. Pleasant, MI 48858, Attention: Secretary
(989)772-9471.
PROSPECTUS SUMMARY
The following summary does not purport to be complete and is qualified
in its entirety by the more detailed information appearing elsewhere herein.
Certain terms in this summary are defined elsewhere herein.
THE IBT BANCORP, INC. STOCKHOLDER DIVIDEND REINVESTMENT AND EMPLOYEE STOCK
PURCHASE PLAN
If you are a holder of the Corporation's Common Stock and/or an
employee or director of the Corporation or one of its affiliated entities, you
may participate in the Plan. The Plan provides you with a convenient method of
purchasing shares of Common Stock without payment of any brokerage commission or
service charge.
The shares purchased under the Plan will be authorized but unissued
shares of the Corporation's Common Stock. The Plan currently provides that
shares will be purchased at a price determined by the Board of Directors as
provided in the Plan. The Plan does not represent a change in the Corporation's
dividend policy or a guarantee of future dividends, which will continue to
depend on earnings, financial requirements, and other factors.
If your Common Stock is registered in street or nominee name, you are
not eligible to participate in the Plan until you become a registered holder by
having your shares reissued in your name; provided, however, if your shares are
held by the trust department at Isabella Bank and Trust, you are eligible to
participate.
If you enroll in the Plan, the Plan will acquire shares of Common Stock
by reinvesting all or a portion of your cash dividends on Common Stock held in
your name or by having amounts deducted from your compensation checks.
IBT BANCORP, INC.
IBT Bancorp, Inc., a Michigan corporation, is a registered financial
services holding company. Our principal executive office is located at 200 East
Broadway, Mt. Pleasant, Michigan 48858, and our telephone number is
(989)772-9471.
As used in this prospectus, unless the context requires otherwise,
"we," "us" or "our" means IBT Bancorp, Inc. in its capacity as issuer of the
Common Stock.
INVESTMENT CONSIDERATIONS
A prospective investor should consider, together with other pertinent
information set forth in this Prospectus, the following:
MARKET FOR THE COMMON STOCK
There is no established market for the Common Stock at this time. No
assurance can be given that an active and liquid trading market for the Common
Stock will develop.
COMPETITION
Our subsidiary banks experience competition in attracting deposits and
making loans. Most direct competition for deposits comes from savings
institutions, other commercial banks, credit unions, money market mutual funds
and corporate and government securities. The principal basis of competition for
funds is the interest rate paid. In addition to offering competitive rates, the
principal methods used by our subsidiary banks to attract deposits include
advertising, readily accessible office locations and the quality of its service
to its customers.
Competition in making real estate loans comes principally from other
savings institutions, commercial banks, mortgage companies, insurance companies,
government agencies and real estate investment trusts. These institutions
compete for loans primarily through the interest rates and loan fees they charge
and the efficiency, convenience and quality of services they provide to
borrowers and real estate brokers.
Competition is likely to increase as out-of-state financial
institutions acquire local institutions as permitted by applicable interstate
banking laws.
REGULATION
As a registered financial services holding company, we are subject to
extensive regulation by the Federal Reserve Board. This regulation limits how we
and our bank subsidiaries conduct our businesses and obtain financing and is
designed primarily to
protect depositors. Our subsidiary banks, as state chartered banks, are also
subject to extensive regulation by state and federal authorities. Such
regulation could limit the ability of the banks to pay us dividends.
MONETARY POLICIES
Conditions beyond management's control may have a significant impact on
changes in net interest income from one period to another. Examples of such
factors are: (1) the strength of credit demands by customers; (2) fiscal and
debt management policies of the federal government, including changes in tax
laws; (3) the Federal Reserve Board's monetary policy, including the percentage
of deposits that must be held in the form of non-earning cash reserves; (4) the
introduction and growth of new investment instruments and transaction accounts
by non-bank financial competitors; and (5) changes in rules and regulations
governing payment of interest on deposit accounts.
USE OF PROCEEDS
We have no basis for estimating precisely either the number of shares
of Common Stock that ultimately may be sold pursuant to the Plan or the prices
at which such shares will be sold. However, we propose to use the net proceeds
from the sale of shares of Common Stock pursuant to the Plan, when and as
received, for general corporate purposes and working capital.
DESCRIPTION OF THE IBT BANCORP, INC. STOCKHOLDER
DIVIDEND REINVESTMENT AND EMPLOYEE STOCK PURCHASE PLAN
The following questions and answers describe the provisions of the Plan
under which we will sell, and you may purchase, shares of Common Stock through
the automatic reinvestment of cash dividends paid on shares of Common Stock or
through compensation deduction.
PURPOSE AND ADVANTAGES
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide you with a simple and convenient
method of investing cash dividends or compensation deductions in shares of
Common Stock. The shares of Common Stock acquired under the Plan will be
purchased by the Plan Administrator from authorized but unissued shares held by
the Corporation (See Question 11). We will use the net proceeds from the sale of
Common Stock for general corporate purposes. The Plan is not subject to the
provisions of ERISA nor is the Plan qualified under Section 401(a) of the
Internal Revenue Code.
You pay no service charge in connection with purchases of Common Stock
under the Plan (See Question 3). The purchase of fractions of shares, as well as
full shares of Common Stock, is permitted and dividends on fractions of shares
will be used to purchase additional shares. You may avoid the necessity of
safekeeping your certificates for shares of Common Stock credited to your
account. Statements of account will be issued to simplify record keeping (See
Question 16).
ADMINISTRATION
2. WHO ADMINISTERS THE PLAN?
The Corporation has appointed Mary Ann Breuer as Plan Administrator.
The Plan Administrator administers the Plan, keeps records, sends statements of
account activity and performs other duties related to the Plan. Shares of Common
Stock purchased under the Plan and held by the Plan Administrator will be
registered in its name or the name of its nominee as Plan Administrator. In the
event that the Plan Administrator should resign or otherwise cease to act as
agent, we will make other arrangements as we deem appropriate for the
administration of the Plan.
All correspondence regarding the Plan should be addressed to:
IBT Bancorp, Inc.
200 East Broadway
Mt. Pleasant, MI 48858
Attention: Mary Ann Breuer
Telephone inquiries may be made to the Plan Administrator at (989)
772-9471.
COSTS
3. DO I PAY ANY OUT-OF-POCKET EXPENSES IN CONNECTION WITH TRANSACTIONS
UNDER THE PLAN?
There are no costs because shares of Common Stock are purchased by the
Plan Administrator directly from us. Under the Plan, we sell authorized but
unissued shares of Common Stock to the Plan Administrator (See Question 11);
consequently you incur no cost whatsoever. However, if at the time of withdrawal
from the Plan you direct the Plan Administrator to sell shares of Common Stock
credited to your Plan account, you will have to pay any related brokerage
commission and applicable stock transfer tax (See Question 15). Any service
charges, such as the Plan Administrator's fee, are always paid by the
Corporation.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
If you are a registered holder of Common Stock or an employee or
director of the Corporation or one of our affiliated entities, you are eligible
to participate. If you are a beneficial owner of Common Stock whose shares are
registered in street or nominee name, you are not eligible to participate;
provided, however, if your shares are held by the trust department at Isabella
Bank and Trust you are eligible to participate. The Plan Administrator may amend
these eligibility rules from time-to-time in its sole discretion.
5. HOW AND WHEN CAN I ENROLL IN THE PLAN?
You may enroll in the Plan at any time by completing an Authorization
Card and returning it to the Plan Administrator. Authorization Cards may be
obtained from the Plan Administrator. If you are already participating in the
Plan you need not submit a new Authorization Card unless a change in the type of
participation is desired.
Reinvestment of dividends will start with the next quarterly dividend
payment after receipt of the Authorization Card, provided it is received by the
Plan Administrator on or before the record date for that dividend; otherwise, it
will be necessary to delay reinvestment until the next quarterly payment date.
Cash investments through deduction from your compensation will start no
later than the first work day of the month following the month in which said
amounts were deducted. Deductions from your compensation will commence with your
next regular compensation check following receipt by the Plan Administrator of
the completed Authorization Card, provided it is received by the Plan
Administrator not less than 96 hours before compensation checks are distributed.
6. IS PARTIAL DIVIDEND REINVESTMENT PARTICIPATION POSSIBLE UNDER THE PLAN?
Yes. If you desire that the cash dividends on less than all of your
shares of Common Stock be reinvested under the Plan, you may indicate such
number of shares on the Authorization Card under Partial Dividend Reinvestment.
7. MAY I PURCHASE A SPECIFIC NUMBER OF SHARES OF COMMON STOCK?
The manner in which the Plan operates does not permit us to honor a
request that a specific number of shares of Common Stock be purchased (See
Question 10).
8. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The Authorization Card provides for the purchase of shares of Common
Stock through the following investment options:
A. "Full Dividend Reinvestment" directs us to pay to the Plan
Administrator all of your cash dividends on all of the shares of Common Stock
then or subsequently registered in your name;
B. "Partial Dividend Reinvestment" directs us to pay to the Plan
Administrator your cash dividends on that number of shares of Common Stock
designated in the appropriate space on the Authorization Card and permits you to
continue to receive cash dividends on the balance of the shares of Common Stock
registered in your name; and/or
C. If you are an eligible employee or director, "Cash Investment"
permits you to make cash investments through deductions from your compensation
for the purchase of shares of Common Stock. The deduction from your compensation
check must be within certain minimum and maximum amounts set by the
Corporation's Board of Directors from time to time. You should contact the Plan
Administrator for more information on the current minimum and maximum amounts.
Cash dividends on shares of Common Stock credited to your Plan account
will be reinvested in accordance with the Plan, unless you direct otherwise.
9. HOW MAY I CHANGE INVESTMENT OPTIONS UNDER THE PLAN?
You may change your investment option by written notice to the Plan
Administrator at the address set forth in Question 2.
PURCHASE AND PRICE OF SHARES OF COMMON STOCK
10. HOW DOES THE PLAN WORK?
Dividend Reinvestment
The "Investment Date" for the reinvestment of dividends is the dividend
payment date. On each dividend payment date, your full or partial cash dividend
will be remitted to the Plan Administrator. The Plan Administrator will reinvest
that dividend, as well as the full cash dividend on shares of Common Stock
credited to your Plan account, in authorized but unissued shares of Common Stock
purchased directly from us by the Plan Administrator and will credit whole and
fractional shares to your Plan account (computed to three decimal places). A
fractional share of Common Stock will earn a proportionate share of future
dividends. Such purchases will be made by the Plan
Administrator promptly, except where temporary curtailment or suspension of
purchases is necessary to comply with applicable provisions of Federal or state
laws.
Cash Investment
If you are an employee or director of the Corporation or one of our
affiliated entities, you may invest in shares of Common Stock by making cash
investments through deductions from your compensation. Such cash investments may
be made as often as each compensation check, subject to the then current minimum
and maximum investment amounts established by the Corporation's Board of
Directors. If all or part of your cash investment is not enough to purchase a
whole share of Common Stock, a fractional share will be credited to your Plan
account and will earn a proportionate share of future dividends. All shares
purchased for you pursuant to the Cash Investment Option will automatically
participate in the Dividend Reinvestment Option unless you direct otherwise.
Cash investments received by the Plan Administrator pursuant to
compensation deduction will be applied by the Plan Administrator to the purchase
of shares of Common Stock from us on the first work day of the month following
the month in which said amounts were deducted. Under no circumstances will
interest be paid on cash investments held for the purchase of shares of Common
Stock.
11. WHAT IS THE SOURCE OF THE SHARES OF COMMON STOCK TO BE SOLD UNDER THE
PLAN?
The source of the shares of Common Stock shall be authorized but
unissued shares purchased directly from us by the Plan Administrator.
12. WHAT WILL BE THE PER-SHARE PRICE OF COMMON STOCK PURCHASED THROUGH THE
PLAN?
The per-share price of newly issued shares of Common Stock purchased
from us with reinvested dividends and/or cash investments will be determined by
our Board of Directors, based upon various indicators of the Common Stock's fair
market value.
CERTIFICATES FOR SHARES OF COMMON STOCK
13. ARE STOCK CERTIFICATES ISSUED?
Certificates for shares of Common Stock purchased for you will be
registered in the name of the Plan Administrator or its nominee and, except as
provided in the next paragraph, will not be issued in your name while you are
enrolled in the Plan. This protects against loss, theft or destruction of stock
certificates. Purchases credited to your Plan account will be confirmed by the
Plan Administrator as soon as practicable after such purchases are completed.
If you are a participant in the dividend reinvestment feature of the
Plan and you desire to continue enrollment in the Plan, but elect to have whole
shares of Common Stock credited to your Plan account reissued in your name, you
can do so at no charge upon written request to the Plan Administrator.
Certificates for fractional shares of Common Stock will not be issued under any
circumstances. If you are a participant in the compensation deduction feature of
the Plan, you may elect to receive a distribution of whole shares of Common
Stock under the Plan only if you withdraw from participation in the Plan (See
Question 15).
You may, if you wish to do so, deposit certificates for Common Stock
now or hereafter registered in your name for credit as accrued shares under the
Plan. Such certificates will be transferred to the Plan Administrator or its
nominee as your agent. There is no charge for this service. Because you will
bear the risk of loss in sending the certificates to the Plan Administrator, it
is recommended that they be sent by registered mail, return receipt requested,
and properly insured. The certificates need not be endorsed.
14. MAY SHARES OF COMMON STOCK IN A PLAN ACCOUNT BE PLEDGED?
Shares of Common Stock credited to your account under the Plan may not
be pledged. If you wish to pledge such shares, you must request that
certificates for such shares be issued in your name.
15. HOW AND WHEN CAN I WITHDRAW FROM THE PLAN?
You may withdraw from the Plan at any time by giving written notice to
the Plan Administrator. If you withdraw from the compensation deduction feature
of the Plan, you may not reparticipate in the Plan until one year has elapsed
from the date the Plan Administrator receives the withdrawal notice. A request
to withdraw from the compensation deduction feature of the Plan will be
effective as of your next regular compensation check only if the notice to
withdraw is received by the Plan Administrator not less than 96 hours before
compensation checks are distributed. As soon as practicable following
withdrawal, the Plan Administrator will send you at no charge a certificate for
the whole shares of Common Stock in your Plan account and a cash payment will be
made for any fraction of a share. If you so request, the Plan Administrator will
sell such whole shares of Common Stock and remit the proceeds, less any related
brokerage commission and applicable stock transfer tax. All sales of whole
shares of Common Stock, and in every case of withdrawal, your interest in a
fractional share, will be paid in cash.
If the request to withdraw is received by the Plan Administrator on or
after the record date for a dividend payment, any dividend paid on the dividend
payment date will be invested for your account.
REPORTS TO PARTICIPANTS
16. WHAT KIND OF REPORTS WILL I BE SENT?
Following each purchase of shares of Common Stock for your account,
you will receive a statement showing the amount invested, purchase price, the
number of shares purchased, total shares accumulated and other information for
the year to date. These statements are your record of the costs of your
purchases and should be retained for income tax and other purposes. In addition,
you will receive copies of the same communications sent to all other holders of
shares of Common Stock, including our quarterly reports and annual report to
stockholders, a notice of the annual meeting and proxy statement and Internal
Revenue Service information.
All notices, statements and reports from the Plan Administrator to you
will be addressed to you at your last address of record with the Plan
Administrator. Therefore, you must promptly notify the Plan Administrator of any
change of address.
17. WHAT HAPPENS WHEN I CEASE TO BE A STOCKHOLDER OF RECORD OR EMPLOYEE?
If you dispose of all shares of Common Stock registered in your name
or cease to be an employee of the Corporation or one of our affiliated entities,
the Plan Administrator will continue to reinvest the dividends on the shares
credited to your Plan account until otherwise notified.
TAX CONSEQUENCES
18. WHAT IS THE TAX STATUS OF REINVESTED CASH DIVIDENDS, COMPENSATION
DEDUCTIONS AND SHARES OF COMMON STOCK ACQUIRED THROUGH THE PLAN?
(a) You are advised to consult your own tax advisors with respect to
the tax consequences of your participation in the Plan. The reinvestment of cash
dividends or deduction of amounts from compensation checks does not relieve you
of any income tax payable on such income. In general, we believe that
stockholders who participate in the Plan will have the same Federal income tax
consequences, with respect to dividends payable to them, as any other holder of
record of Common Stock. You will be treated for Federal income tax purposes as
having received on each dividend payment date, a dividend equal to the full
amount of the cash dividend payable with respect to your shares, even though you
do not actually receive that amount in cash but, instead, is applied to the
purchase of additional shares of Common Stock for your account under the Plan.
In general, we believe that employees and directors who
participate in the Plan will have the same Federal income tax consequences, with
respect to amounts deducted from their compensation checks, as employees and
directors who do not participate. You will be treated for Federal income tax
purposes as having received, on each payment date, wages or board fees equal to
the full amount earned, even though you do not actually receive the full amount
in cash but, instead, a portion is applied to the purchase of shares of Common
Stock for your account under the Plan.
(b) Any service charges paid by us on your behalf should not be
subject to income taxes when the Plan Administrator purchases authorized but
unissued shares of Common Stock from us.
(c) You will not realize any taxable income upon receipt of
certificates for whole shares of Common Stock acquired through the Plan.
However, if you receive a cash payment for a fractional share credited to your
Plan account, you may have a gain or loss recognized with respect to such
fraction. Gain or loss may also be recognized by you when whole shares of Common
Stock are sold, either pursuant to your request upon withdrawal from the Plan
(see Question 15) or by you after withdrawal from the Plan. The amount of such
gain or loss will be the difference between the amount you receive for such
shares or fraction of a share, and the purchase cost thereof. Such gain or loss
will be capital in character if such full share or fractional share is a capital
asset in your hands. You should retain the Plan Administrator's statements of
your Plan account to determine the tax basis of shares of Common Stock acquired
through the Plan.
OTHER INFORMATION
19. HOW WILL SHARES OF COMMON STOCK HELD IN MY PLAN ACCOUNT BE VOTED AT
MEETINGS OF STOCKHOLDERS?
For each meeting of stockholders, you will receive proxy material that
will enable you to vote both the shares of Common Stock registered in your name
directly and/or whole shares of Common Stock credited to your Plan account.
20. WHAT HAPPENS IN THE EVENT THE CORPORATION DECLARES A STOCK DIVIDEND, A
STOCK SPLIT OR ISSUES SUBSCRIPTION RIGHTS?
Stock dividends in the form of Common Stock or split shares
distributed by us on shares of Common Stock held by the Plan Administrator for
you will be credited to your Plan account. Certificates for such stock dividends
and split shares distributed on shares of Common Stock registered in your name
will be mailed directly to you. In the event of a subscription rights offering
or a dividend in the form of stock other than Common Stock, such rights or such
stock will be mailed directly to you in the same manner as to holders of Common
Stock not participating in the Plan.
21. MAY THE PLAN BE SUSPENDED, MODIFIED OR TERMINATED?
We reserve the right to interpret and regulate the Plan as we deem
desirable or necessary. Notwithstanding any other provision of the Plan, our
Board of Directors or any designated committee thereof reserves the right to
suspend, modify or terminate the Plan at any time, but such action shall have no
retroactive effect that would prejudice your interests. Notice of any such
suspension, modification or termination will be sent to you. The terms and
conditions of the Plan and its operation shall be governed by the laws of the
State of Michigan.
22. WHAT ARE OUR RESPONSIBILITIES AND THE RESPONSIBILITIES OF THE PLAN
ADMINISTRATOR UNDER THE PLAN?
Neither we nor the Plan Administrator shall be liable in administering
the Plan for any act done in good faith, or for any good faith omission to act,
including, without limitation, any claims of liability: (1) arising out of
failure to terminate your Plan account upon your death prior to receipt of
notice in writing of such death; (2) with respect to the prices at which shares
of Common Stock are purchased or sold for your Plan account or the time when
such purchases or sales are made (provided, however, that nothing herein shall
be deemed to constitute a waiver of any rights that you might have under the
1934 Act or other applicable Federal and state securities laws); and (3) for any
fluctuations in the market price after purchase or sale of shares of Common
Stock.
23. ARE THERE ANY RESTRICTIONS ON THE RESALE OF STOCK ACQUIRED UNDER THE
PLAN?
If you are not an "affiliate" (as that term is defined below) of the
Corporation at the time of your reoffer or resale of shares of Common Stock and
you acquired such Common Stock under the Plan, you generally are entitled to
effect such resales or
reoffers without registration under the Act or reliance upon Rule 144 under the
Act or another exemption.
If you are an "affiliate" of the Corporation you are subject to
certain limitations on your ability to resell or reoffer shares of Common Stock
acquired under the Plan. Affiliates may reoffer or resell such Common Stock only
(i) in a transaction registered under the Act or (ii) in reliance upon and in
compliance with applicable provisions of Rule 144 under the Act or other
exemption from the registration requirements of the Act. We have neither an
obligation nor any present intention to prepare and file a registration
statement under the Act, and such a registration statement would be necessary if
an affiliate were to sell in a registered transaction. Whether an exemption from
the registration requirements of the Act is available is a complicated question
that depends upon the particular circumstances of each individual.
"Affiliates" is defined in Rule 405 under the Act to include any
person that directly or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Corporation
by means of the direct or indirect possession of the power to direct or cause
the direction of the Corporation's management and policies, whether through the
ownership of voting securities, by contract, or otherwise.
Because of the broad meaning ascribed to the term "affiliates" by the
Commission, prior to any resale or reoffer of shares of Common Stock acquired
under the Plan, you should consider carefully and consult with your counsel
concerning whether you may be deemed an affiliate of the Corporation and
therefore subject to the foregoing limitations.
Any purchase and sale or sale and purchase of common Stock, including
Common Stock acquired under the Plan, within any period of less than six months
by persons who are the beneficial owners of more than 10% of the outstanding
Common Stock or who are directors or officers of the Corporation may, in certain
situations be subject to the liabilities imposed by Section 16(b) of the 1934
Act.
THE PLAN DOES NOT REPRESENT A CHANGE IN OUR DIVIDEND POLICY WHICH WILL CONTINUE
TO DEPEND ON EARNINGS, FINANCIAL REQUIREMENTS AND OTHER FACTORS. STOCKHOLDERS
WHO DO NOT WISH TO PARTICIPATE IN THE PLAN WILL CONTINUE TO RECEIVE CASH
DIVIDENDS, SO DECLARED, BY CHECK IN THE USUAL MANNER.
NEITHER THE CORPORATION NOR THE PLAN ADMINISTRATOR CAN ASSURE YOU OF A PROFIT OR
PROTECT YOU AGAINST A LOSS ON SHARES OF THE COMMON STOCK PURCHASED UNDER THE
PLAN.
LEGAL OPINION
The validity of the Common Stock being offered has been passed upon by
Foster, Swift, Collins & Smith, P.C., 313 South Washington Square, Lansing,
Michigan 48933.
EXPERTS
The consolidated financial statements as of December 31, 2002 and
2001, and for each of the years in the three-year period ended December 31,
2002, have been incorporated by reference herein and in the registration
statement in reliance upon the report of Rehmann Robson, P.C., independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
INDEMNIFICATION
The Corporation's Articles of Incorporation provide that the
Corporation shall indemnify any person, including directors and officers of the
Corporation, to the full extent permitted by the Michigan Business Corporation
Act. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, or persons controlling the
Corporation pursuant to the foregoing provisions, the Corporation has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses payable by the registrant in connection with the issuance
and distribution of the securities being registered are estimated to be:
Registration Fee $ 809*
Legal Fees and Expenses 7,500
Accountant's Fees and Expenses 2,750
Blue Sky Fees and Expenses 500
Miscellaneous Expenses 7,000
--------
TOTAL $ 18,559
========
*Actual. All other expenses are estimates.
Item 15. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provide that the Registrant
shall indemnify to the full extent permitted by the Michigan Business
Corporation Act any person who is or was or had agreed to become a director or
officer of the Corporation, or each such person who is or was serving or who had
agreed to serve at the request of the Board of Directors as an employee or agent
of the Corporation, or as a director, officer, employee or agent of another
corporation (whether for profit or not), partnership, joint venture, trust or
other enterprise (including the heirs, executors, administrators or estate of
such person).
Item 16. Exhibits.
Exhibit Number Description
-------------- -----------
3.1 Amended Articles of Incorporation (1)
3.2 Amendment to the Articles of Incorporation (2)
3.3 Amendment to the Articles of Incorporation (3)
3.4 Amendment to the Articles of Incorporation (4)
3.5 Amended Bylaws (5)
3.6 Amendment to the Bylaws (6)
3.7 Amendment to the Bylaws (2)
3.8 Amendment to the Bylaws (4)
3.9 Amendment to the Bylaws (7)
3.10 Amendment to the Bylaws (8)
5 Opinion of Counsel
21 Subsidiaries of IBT Bancorp, Inc.
23.1 Consent of Rehmann Robson, P.C.
23.2 Consent of Counsel (See Exhibit 5)
99.1 The IBT Bancorp, Inc. Stockholder Dividend Reinvestment and
99.2 Employee Stock Purchase Plan Authorization Cards
(1) Previously filed as an Exhibit to the IBT Bancorp, Inc. Form 10-K,
dated March 12, 1991, and incorporated herein by reference.
(2) Previously filed as an Exhibit to IBT Bancorp, Inc. Form 10-K, dated
March 27, 1995, and incorporated herein.
(3) Previously filed as an Exhibit to IBT Bancorp, Inc. Form 10-K, dated
March 22, 2000, and incorporated herein.
(4) Previously filed as an Exhibit to IBT Bancorp, Inc. Form 10-K, dated
March 27, 2001, and incorporated herein.
(5) Previously filed as an Exhibit to the IBT Bancorp, Inc. Form 10-K,
dated March 13, 1990, and incorporated herein by reference.
(6) Previously filed as an Exhibit to IBT Bancorp, Inc. Form 10-K, dated
March 26, 1994, and incorporated herein by reference.
(7) Previously filed as an Exhibit to IBT Bancorp, Inc. Form 10-K, dated
March 25, 2002, and incorporated herein.
(8) Previously filed as an Exhibit to IBT Bancorp, Inc. Form 10-K, dated
March 24, 2003, and incorporated herein.
Item 17. Undertakings.
(a) The 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;
(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
thereof) which, individually or in the aggregate represent a
fundamental change in the information set forth in the
Registration Statement;
(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 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment 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.
(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 Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe it meets all
of the requirements for filing on Form S-3 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, President
-------------------------------
Dennis P. Angner, President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/Dennis P. Angner June 24, 2003
- -------------------------------------
Dennis P. Angner, President
(Principal Executive Officer and
Principal Financial Officer)
and Director
/s/ L. A. Johns June 24, 2003
- -------------------------------------
L. A. Johns, Chairman of the
Board and Director
/s/ Richard J. Barz June 24, 2003
- -------------------------------------
Richard J. Barz, Director
/s/ Frederick L. Bradford June 24, 2003
- -------------------------------------
Frederick L. Bradford, Director
/s/ Gerald D. Cassel June 24, 2003
- -------------------------------------
Gerald D. Cassel, Director
/s/ James C. Fabiano June 24, 2003
- -------------------------------------
James C. Fabiano, Director
/s/ David W. Hole June 24, 2003
- -------------------------------------
David W. Hole, Director
/s/ Ronald E. Schumacher June 24, 2003
- -------------------------------------
Ronald E. Schumacher, Director
/s/ William J. Strickler June 24, 2003
- -------------------------------------
William J. Strickler, Director
/s/ Dean Walldorff June 24, 2003
- -------------------------------------
Dean Walldorff, Director
/s/ Dale Weburg June 24, 2003
- -------------------------------------
Dale Weburg, Director
/s/ Herbert C. Wybenga June 24, 2003
- -------------------------------------
Herbert C. Wybenga, Director
INDEX TO EXHIBITS
Exhibit
Number Description
3.1 Amended Articles of Incorporation - incorporated by reference
3.2 Amendment to the Articles of Incorporation - incorporated by reference
3.3 Amendment to the Articles of Incorporation - incorporated by reference
3.4 Amendment to the Articles of Incorporation - incorporated by reference
3.5 Amended Bylaws - incorporated by reference
3.6 Amendment to the Bylaws - incorporated by reference
3.7 Amendment to the Bylaws - incorporated by reference
3.8 Amendment to the Bylaws - incorporated by reference
3.9 Amendment to the Bylaws - incorporated by reference
3.10 Amendment to the Bylaws - incorporated by reference
5 Opinion of Counsel
21 Subsidiaries of IBT Bancorp, Inc.
23.1 Consent of Rehmann Robson, P.C.
23.2 Consent of Counsel (See Exhibit 5)
99.1 The IBT Bancorp, Inc. Stockholder Dividend Reinvestment and Employee
Stock Purchase Plan
99.2 Authorization Cards