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.
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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. [ ]
<TABLE>
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
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($1.00 Par Value) 32,000 Shares $12.79 $409,280 $109
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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.
<PAGE>
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.
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<PAGE>
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
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<PAGE>
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
<PAGE>
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.
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<PAGE>
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
<PAGE>
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:
<TABLE>
<S> <C>
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
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Total.................................................. $ 2,359
==========
</TABLE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
