<PAGE> 1
AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON MAY 22, 1998 REGISTRATION NO.
------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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IBT BANCORP, INC.
(Exact name of Issuer as specified in its charter)
MICHIGAN 38-2830092
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 EAST BROADWAY
MT. PLEASANT, MICHIGAN 48858
(Address of Principal Executive Offices) (Zip Code)
IBT BANCORP, INC.
STOCKHOLDER DIVIDEND REINVESTMENT AND
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
DENNIS P. ANGNER
200 EAST BROADWAY
MT. PLEASANT, MI 48858
(Name and address of agent for service)
517/772-9471
(Telephone number, including area code, of agent for service)
<TABLE>
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
COMMON SHARES 7,000 SH (1) $70.00 (2) $490,000 (2) $144.55
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</TABLE>
(1) PLUS SUCH INDETERMINATE NUMBER OF ADDITIONAL SHARES AS MAY BE REQUIRED TO BE
ISSUED 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 MAY 19, 1998,
PURSUANT TO RULE 457(H)(1) AND 457(C) SOLELY FOR THE PURPOSE OF CALCULATING THE
REGISTRATION FEE.
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8, THE CONTENTS OF REGISTRATION
STATEMENT NO. 33-61596 ARE INCORPORATED HEREIN BY REFERENCE.
<PAGE> 2
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
5 Opinion of Foster, Swift, Collins & Smith, P.C.
23(a) Consent of Rehmann Robson P.C.
23(b) Consent of Andrews, Hooper & Pavlik, P.L.C.
23(c) Consent of Foster, Swift, Collins & Smith, P.C.
(contained in its opinion filed as Exhibit 5)
<PAGE> 3
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing a Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Mt. Pleasant, State of Michigan, on
May 21, 1998.
IBT BANCORP, INC.
By: /s/ David W. Hole
---------------------------------
David W. Hole, 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.
Signature Title Date
- --------- ----- ----
/s/ David W. Hole President May 21, 1998
- ----------------------------- (Principal Executive
David W. Hole Officer) and Director
/s/ Dennis P. Angner Treasurer May 21, 1998
- ----------------------------- (Principal Financial Officer)
Dennis P. Angner
/s/ L. A. Johns Chairman of the Board and May 21, 1998
- ----------------------------- Director
L. A. Johns
/s/ James R. Bigard Director May 21, 1998
- -----------------------------
James R. Bigard
<PAGE> 4
Signature Title Date
- --------- ----- ----
/s/ Frederick L. Bradford Director May 21, 1998
- -----------------------------
Frederick L. Bradford
/s/ Gerald D. Cassel Director May 21, 1998
- -----------------------------
Gerald D. Cassel
/s/ James C. Fabiano Director May 21, 1998
- -----------------------------
James C. Fabiano
/s/ Ronald E. Schumacher Director May 21, 1998
- -----------------------------
Ronald E. Schumacher
/s/ Robert O. Smith Director May 21, 1998
- -----------------------------
Robert O. Smith
/s/ Dean E. Walldorff Director May 21, 1998
- -----------------------------
Dean E. Walldorff
<PAGE> 1
EXHIBIT 5
<PAGE> 2
[FOSTER, SWIFT, COLLINS & SMITH, P.C. LETTERHEAD]
May 8, 1998
IBT Bancorp, Inc.
200 East Broadway
Mt. Pleasant, MI 48858
Gentlemen:
RE: Registration Statement on Form S-8
In connection with the proposed registration of 7,000 shares
of common stock of IBT Bancorp, Inc. (the "Corporation") covered by the
above-captioned Registration Statement, we have examined the Corporation's
Articles of Incorporation, Bylaws, Corporate Minute Book and the Registration
Statement to be filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933 on or about May 20, 1998.
Based upon such examination and upon examination of such other
instruments and records as we deem necessary, we are of the opinion that:
1. The Corporation has been duly incorporated under the laws
of the State of Michigan, and is validly existing and in good standing under the
laws of that state.
2. The 7,000 shares of common stock covered by this
Registration Statement have been legally authorized and when such shares have
been duly delivered to employees against payment therefore as contemplated by
the IBT Bancorp, Inc. Stockholder Dividend Reinvestment and Employee Stock
Purchase Plan, such shares will be legally issued, fully paid and nonassessable.
<PAGE> 3
[FOSTER, SWIFT, COLLINS & SMITH, P.C. LETTERHEAD]
IBT Bancorp, Inc.
May 8, 1998
Page 2
This opinion is furnished for use as an exhibit to the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit.
Very truly yours,
FOSTER, SWIFT, COLLINS & SMITH, P.C.
/s/ Foster, Swift, Collins & Smith, P.C.
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EXHIBIT 23(a)
<PAGE> 2
EXHIBIT 23(a)
CONSENT OF REHMANN, ROBSON, P.C.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Stockholder Dividend Reinvestment Plan and Employee
Stock Purchase Plan of IBT Bancorp, Inc., of our report dated January 23, 1998
relating to our audits of the consolidated financial statements of IBT Bancorp,
Inc. for the years ended December 31, 1997 and 1996.
/s/ REHMANN ROBSON, P.C.
Saginaw, Michigan
May 18, 1998
<PAGE> 1
Exhibit 23(b)
CONSENT OF ANDREWS HOOPER & PAVLIK, P.L.C.
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated February 2, 1996, which
appears on page 30 of the annual report on Form 10-K of IBT Bancorp, Inc. for
the year ended December 31, 1997.
ANDREWS HOOPER & PAVLIK, P.L.C.
Saginaw, Michigan
May 18, 1998
