-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SqgbsNTOJmwj9Xbf3fGs63pNwp8muvDgDMJj2zW8Hl+ElyiIlyqOTXKurExekvVs JXQWYsYGeaD71vR7QvSFgg== 0000926044-00-000026.txt : 20000217 0000926044-00-000026.hdr.sgml : 20000217 ACCESSION NUMBER: 0000926044-00-000026 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDEPENDENT BANK CORP /MI/ CENTRAL INDEX KEY: 0000039311 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382032782 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-30522 FILM NUMBER: 547301 BUSINESS ADDRESS: STREET 1: 230 W MAIN ST STREET 2: PO BOX 491 CITY: IONIA STATE: MI ZIP: 48846 BUSINESS PHONE: 6165279450 MAIL ADDRESS: STREET 1: 230 W MAIN ST CITY: IONIA STATE: MI ZIP: 48846 S-3 1 As filed with the Securities and Exchange Commission on February 16, 2000 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 INDEPENDENT BANK CORPORATION (Exact name of registrant as specified in its character) MICHIGAN (State or other jurisdiction of incorporation or organization) 38-2032782 (I.R.S. Employer Identification No.) 230 West Main Street, Ionia, Michigan 48846 (616) 527-9450 (Address including zip code, and telephone number, including area code, of Registrant's principal executive offices) WILLIAM R. KOHLS Copies of Communications to: Independent Bank Corporation MICHAEL G. WOOLDRIDGE 230 West Main Street Varnum, Riddering, Schmidt & Howlett LLP Ionia, Michigan 48846 333 Bridge Street, N.W. (616) 527-9450 Grand Rapids, Michigan 49504 (Name, address, including zip code, (616) 336-6000 and telephone number, including area code of agent for service) Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective. ---------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] 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, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of 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. [ ] CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Offering Aggregate Amount of Title of Securities Amount Being Price Per Offering Registration Being Registered Registered Unit (1)(2) Price (1)(2) Fee - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock ($1.00 Par Value) 32,000 Shares $12.79 $409,280 $109 - ----------------------------------------------------------------------------------------------------------------------------------
(1) For purposes of calculating the registration fee only, the price shown is based upon a per share price of $13.72, the average of the high and low sale prices for the Common Stock of Registrant, as reported in the NASD National Market System on February 14, 2000, in accordance with Rule 457. ----------- Pursuant to Rule 416(a) of the General Rules and Regulations under the Securities Act of 1933, the Prospectus filed as a part of this Registration Statement shall cover such additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. PROSPECTUS 32,000 Shares INDEPENDENT BANK CORPORATION COMMON STOCK ($1.00 par value) --------------------------- This prospectus relates to the periodic offer and sale of up to 32,000 shares of common stock of Independent Bank Corporation, a Michigan corporation ("IBC"). The shares are being offered by the Company. IBC's common stock is listed for trading on The NASDAQ Stock Market under the trading symbol "IBCP." On January 31, 2000, the last reported sale price of the common stock on NASDAQ was $14.00 per share. On September 15, 1999, IBC consummated a transaction pursuant to which Mutual Savings Bank, f.s.b ("MSB") was merged with and into Independent Bank MSB, a wholly owned subsidiary of IBC. Pursuant to the Agreement and Plan of Merger, options to purchase shares of MSB outstanding as of the closing date were converted into options to purchase shares of common stock of IBC (the "Converted Options"). This prospectus relates to shares to be issued to persons who were non-employee directors of MSB as of the closing date and received options to purchase shares of IBC common stock in exchange for their options to purchase MSB common stock. IBC will receive from each optionee the exercise price per share specified in their respective stock option agreements. IBC will pay all expenses of registration incurred in connection with the offering. --------------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This Prospectus is not an offer to sell these shares, and it is not soliciting an offer to buy these shares, in any state where the offer or sale is not permitted. --------------------------- The date of this Prospectus is February 1, 2000. i TABLE OF CONTENTS PAGE ABOUT THIS PROSPECTUS..........................................................1 WHERE YOU CAN FIND MORE INFORMATION............................................1 THE COMPANY....................................................................2 USE OF PROCEEDS................................................................2 PLAN OF DISTRIBUTION...........................................................2 LEGAL MATTERS..................................................................2 EXPERTS ......................................................................3 ii ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that IBC filed with the Securities and Exchange Commission ("SEC") utilizing a continuous registration process. Under this continuous registration process, the Company may offer from time to time up to 32,000 shares of IBC common stock. You should read this prospectus together with additional information described under the heading "Where You Can Find More Information." WHERE YOU CAN FIND MORE INFORMATION IBC files annual, quarterly and special reports, proxy statements and other information with the SEC. Its SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document IBC files at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at 7 World Trade Center, Suite 1300, New York, New York 60661 and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain information on the operation of the SEC's public reference room in Washington, D.C. by calling the SEC at 1-800-SEC-0330. The SEC allows IBC to "incorporate by reference" the information it files with them, which means that IBC can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that IBC files later with the SEC will automatically update and supersede that information. IBC incorporates by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until shares subject to the Converted Options have been issued or the Converted Options are expired or otherwise cancelled: o IBC's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. o IBC's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999. o IBC's Current Report on Form 8-K dated May 25, 1999. o IBC's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999. o IBC's Current Report on Form 8-K dated September 15, 1999, as amended. o IBC's Quarterly Report on From 10-Q for the quarterly period ended September 30, 1999. o IBC's Proxy Statement relating to the Annual Meeting of Stockholders of IBC held on April 20, 1999. o IBC's Registration Statement on S-4 including the Joint Proxy Statement/Prospectus with respect to the issuance of IBC Common Stock in connection with the acquisition of Mutual Savings Bank, f.s.b., which was consummated on September 15, 1999. You may request a copy of these filings at no cost, by writing or telephoning us at the following address or telephone number: William R. Kohls Independent Bank Corporation 230 West Main Street Ionia, Michigan 48846 Telephone: (616) 527-9450 1 You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. IBC has not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated by reference is accurate as of any date other than the date of those documents. THE COMPANY General The subsidiary banks of IBC are commercial banks. Most of the banks' offices provide full-service lobby and drive-in services in the communities which they serve. Automatic teller machines are also provided at most locations. The banks' activities cover all phases of commercial banking, including checking and savings accounts, commercial and agricultural lending, direct and indirect consumer financing, mortgage lending and deposit box services. The banks also offer title insurance services through a separate subsidiary. The banks do not offer trust services. The principal markets are the rural and suburban communities across lower Michigan that are served by the banks' branch networks. The local economies of the communities served by the banks are relatively stable and reasonably diversified. The banks compete with other commercial banks, savings and loan associations, credit unions, mortgage banking companies, securities brokerage companies, insurance companies, and money market mutual funds. Many of these competitors have substantially greater resources than IBC and the banks and offer certain services that IBC and the banks do not currently provide. Such competitors may also have greater lending limits than the banks. Price (the interest charged on loans and/or paid on deposits) remains a principal means of competition within the financial services industry. The banks also compete on the basis of service and convenience, utilizing the strengths and benefits of IBC's decentralized structure to providing financial services. As of December 31, 1999, IBC and the banks had 667 full-time employees and 221 part-time employees. USE OF PROCEEDS The shares offered hereby are being offered by IBC. IBC intends to use the proceeds (consisting of the exercise prices of the options to purchase an aggregate of 32,000 shares) for general corporate purposes. PLAN OF DISTRIBUTION The Company may from time to time issue the shares upon the exercise of options to purchase IBC common stock held by persons who received such options upon the consummation of the merger of MSB with and into a subsidiary of IBC and who were, immediately prior to the merger, non-employee directors of MSB. The purchase price for such shares shall be determined by the exercise prices per share specified in the stock option agreements. LEGAL MATTERS The validity of the shares offered hereby has been passed upon by Varnum, Riddering, Schmidt & Howlett LLP, Grand Rapids, Michigan. 2 EXPERTS The consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K as of December 31, 1998 and 1997, and for each of the years in the three-year period ended December 31, 1998, have been audited by KPMG LLP, independent accountants, as stated in their report in the Form 10-K thereon and incorporated by reference in this document. These consolidated financial statements have been incorporated by reference in this document in reliance upon KPMG LLP's report given upon the authority of that firm as experts in accounting and auditing. 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution Expenses in connection with the issuance and distribution of the securities being registered herein are estimated to be as follows: Registration fee................................................ $ 109 Blue Sky fees and expenses...................................... 100 Printing........................................................ 50 Legal fees and expenses......................................... 1,000 Accountants fees and expenses................................... 1,000 Miscellaneous expenses.......................................... 100 ---------- Total.................................................. $ 2,359 ==========
Item 15. Indemnification of Directors and Officers. The Articles of Incorporation of the Company provide that its directors and officers are to be indemnified as of right to the fullest extent permitted under the Michigan Business Corporation Act ("MBCA"). Under the MBCA, directors, officers, employees or agents are entitled to indemnification against expenses (including attorneys' fees) whenever they successfully defend legal proceedings brought against them by reason of the fact that they hold such a position with the corporation. In addition, with respect to actions not brought by or in the right of the corporation, indemnification is permitted under the MBCA for expenses (including attorneys' fees), judgments, fines, penalties and reasonable settlement if it is determined that the person seeking indemnification acted in a 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 criminal proceedings, he or she had no reasonable cause to believe that his or her conduct was unlawful. With respect to actions brought by or in the right of the corporation, indemnification is permitted under the MBCA for expenses (including attorneys' fees) and reasonable settlements, if it is determined that the person seeking indemnification 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; provided, indemnification is not permitted if the person is found liable to the corporation, unless the court in which the action or suit was brought has determined that indemnification is fair and reasonable in view of all the circumstances of the case. The MBCA specifically provides that it is not the exclusive source of indemnity. As a result, the Company adopted individual indemnification agreements with its directors. Approved by the Company's shareholders, the indemnification agreements provide a contractually enforceable right for prompt indemnification, except that indemnification is not required where: (i) indemnification is provided under an insurance policy, except for amounts in excess of insurance coverage; (ii) indemnification is provided by the Company outside of the agreement; (iii) the claim involved a violation of Section 16(b) of the Securities Exchange Act of 1934 or similar provision of state law; or (iv) indemnification by the Company is otherwise prohibited by law. In the case of a derivative or other action by or in the right of the Company where a director is found liable, indemnity is predicated on the determination that indemnification is nevertheless appropriate, by majority vote of a committee of disinterested directors, independent legal counsel, or a court where the claim is litigated, whichever the indemnitee chooses. The protection provided by the indemnification agreements is broader than that under the MBCA, where indemnification in such circumstances is available only where specifically authorized by the court where the claim is litigated. 4 In addition to the available indemnification, the Company's Articles of Incorporation, as amended, limit the personal liability of the members of its Board of Directors for monetary damages with respect to claims by the Company or its shareholders resulting from certain negligent acts or omissions. Under an insurance policy maintained by the Company, the directors and officers of the Company are insured within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result of such claims, actions, suits or proceedings, which may be brought against them by reason of being or having been such directors and officers. Item 16. Exhibits Reference is made to the Exhibit Index which appears on page II-6. Item 17. Undertakings 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 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 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 (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 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 refers 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 a new registration statement relating to the securities offered therein, and 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 the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of Registrant's annual report pursuant to Section 13(a) or Section 15(d) of 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. 5 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-3, and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Ionia, State of Michigan, on the 31st day of January, 2000. INDEPENDENT BANK CORPORATION By \s\ Charles C. Van Loan Charles C. Van Loan, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William R. Kohls and Charles C. Van Loan, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Amendment to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required and necessary to be done in and about the premises, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed below on January 31, 2000, by the following persons in the capacities indicated. \s\ Charles C. Van Loan \s\ William R. Kohls Charles C. Van Loan, Director, William R. Kohls, Executive Vice President and Chief Executive President, Secretary and Treasurer Officer (Principal Executive Officer) (Principal Financial Officer) \s\ Charles A. Palmer \s\ James Twarozynski Charles A. Palmer, Director James Twarozynski, Vice President and Controller (Principal Accounting Officer) \s\ Robert J. Leppink \s\ Arch V. Wright Robert J. Leppink, Director Arch V. Wright, Director \s\ Keith E. Bazaire \s\ Terry L. Haske Keith E. Bazaire, Director Terry L. Haske, Director \s\ Thomas F. Kohn Thomas F. Kohn, Director ::ODMA\PCDOCS\GRR\342903\1 6 EXHIBIT INDEX Item 5 Opinion of Varnum, Riddering, Schmidt & Howlett Item 23(a) The consent of KPMG LLP is set forth on page II-5 Item 23(b) Consent of Varnum, Riddering, Schmidt & Howlett--included in Exhibit 5 Item 24 Power of Attorney--included on page II-4 7 EXHIBIT 5 February 16, 2000 Independent Bank Corporation 230 West Main Street P.O. Box 491 Ionia, Michigan 48846 Re: Registration Statement on Form S-3 Relating to Independent Bank Corporation Common Stock Gentlemen: With respect to the Registration Statement on Form S-3 (the "Registration Statement"), filed by Independent Bank Corporation, a Michigan corporation (the "Company"), with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, 32,000 shares of the Company's common stock, par value $1.00 per share, for issuance as described, we have examined such documents and questions of law we consider necessary or appropriate for the purpose of giving this opinion. On the basis of such evaluation, we advise you that in our opinion the 32,000 shares covered by the Registration Statement upon the exercise of stock options, at the prices described in the Registration Statement, but not less than the par value thereof, and upon delivery of such shares and payment therefor in accordance with the terms stated in the Plan and the Registration Statement, will be duly and legally authorized, issued and outstanding and will be fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or under the rules and regulations of the Securities and Exchange Commission relating thereto. Sincerely, VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP /s/ Varnum, Riddering, Schmidt & Howlett LLP 8 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS KPMG Suite 1200 150 West Jefferson Detroit, MI 48226-4429 We consent to the incorporation by reference in the registration statement on From S-3 on Independent Bank Corporation of our report dated February 1, 1999, with respect to the consolidated statements of financial condition of Independent Bank Corporation and subsidiaries as of December 31, 1998 and 1997, and the related consolidated statements of operations, shareholders' equity comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 1998, which report is incorporated by reference in the December 31, 1998 annual report on Form 10-K of Independent Bank Corporation, and to the reference of our firm under the heading "Experts" in the registration statement on Form S-3. /s/ KPMG LLP February 10, 2000 Detroit, Michigan ::ODMA\PCDOCS\GRR\342903\1 9 -----END PRIVACY-ENHANCED MESSAGE-----