sv3d
As
filed with the Securities and Exchange Commission on October 1, 2010
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ISABELLA BANK CORPORATION
(Exact name of Registrant as specified in its charter)
|
|
|
Michigan
(State or other jurisdiction of
incorporation or organization)
|
|
38-2830092
(I.R.S. Employer
Identification Number) |
401 N. Main St.
Mt. Pleasant, MI 48858
(989) 772-9471
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Dennis P. Angner
401 N. Main St.
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. þ
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. o
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. o
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. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.o
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act
(check one):
|
|
|
|
|
|
|
Large accelerated filer o
|
|
Accelerated filer þ
|
|
Non-accelerated filer o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of Each Class |
|
|
|
|
|
Proposed Maximum |
|
|
|
|
|
|
|
|
of Securities to be |
|
|
Amount to be |
|
|
Offering Price Per |
|
|
Proposed Maximum |
|
|
Amount of |
|
|
Registered |
|
|
Registered |
|
|
Unit |
|
|
Aggregate Offering Price |
|
|
Registration Fee |
|
|
Common Shares,
No par value |
|
|
250,000(1) |
|
|
$16.80(2) |
|
|
$4,200,000 (2) |
|
|
$299.46(2) |
|
|
|
|
|
(1) |
|
Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
registration statement also relates to such indeterminate number of additional shares as may be
required to be issued under the Isabella Bank Corporation Stockholder Dividend Reinvestment and
Employee Stock Purchase 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 high and low prices of the registrants common stock
as reported on September 29, 2010, pursuant to Rule 457(c) solely for purposes of calculating the
registration fee. |
EXPLANATORY NOTE
Pursuant to Rule 429 of the Securities Act, the Prospectus contained in this registration statement
also applies to registration statement No. 333-151354 (the
Prior Registration Statement) and the 80,947 shares of the registrants common stock left unsold from the shares of common stock that
have been registered under the Prior Registration Statement, and shall be deemed a post-effective
amendment of the Prior Registration Statement.
PROSPECTUS
ISABELLA BANK
CORPORATION
STOCKHOLDER DIVIDEND
REINVESTMENT
AND
EMPLOYEE STOCK PURCHASE
PLAN
COMMON STOCK
NO PAR VALUE
The Isabella Bank Corporation Stockholder Dividend Reinvestment
and Employee Stock Purchase Plan, as amended (the
Plan), of Isabella Bank Corporation, a registered
financial services holding company (the Corporation
or the Plan Administrator), provides holders of the
Corporations common stock, no par value (the Common
Stock), and employees and directors of the Corporation and
its affiliated entities, with a simple and convenient method for
purchasing additional shares of Common Stock using cash
dividends and additional optional cash investments without
paying any brokerage commissions or service charges.
Participants in the Plan may acquire shares of Common Stock
pursuant to the Plan by:
|
|
|
|
|
reinvesting all of their cash dividends on Common Stock that is
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
that is held in their name; or
|
|
|
|
if an eligible employee or director, having amounts deducted
from their compensation from the Corporation; or
|
|
|
|
paying additional optional cash investments to the Plan of not
less than $100 per purchase if paid by check or money order or
not less than $25 per month if paid by automatic bank withdrawal.
|
Shares purchased under the Plan will be authorized but unissued
shares of Common Stock. The price paid for shares of Common
Stock will be calculated as described herein (see Question 12).
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 Corporations 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 are employees and directors of the Corporation
and its affiliated entities. In addition, the Corporation has
the capability to make participation in the Plan available to
beneficial owners of Common Stock held by the trust department
at Isabella Bank, the Corporations subsidiary bank.
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 that they wish to withdraw from participation.
Stockholders who do not wish to participate in the dividend
reinvestment feature of 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 Risk Factors.
It is suggested that this Prospectus be retained for future
reference.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES
OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT
SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR
SAVINGS
ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. INVESTMENT
IN
THE COMMON STOCK INVOLVES INVESTMENT RISK, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL. IN ADDITION, DIVIDENDS MAY GO UP
OR
DOWN OR CEASE.
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 OCTOBER 1, 2010.
AVAILABLE
INFORMATION
The Corporation has filed with the Securities and Exchange
Commission (the Commission) a registration statement
on
Form S-3
(together with all amendments and exhibits, the
Registration Statement) under the Securities Act of
1933, as amended (the 1933 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 Commissions Public Reference Room at
100 F Street, NE, Room 1580,
Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330
for further information on the Commissions public
reference room.
The Corporation electronically files its reports, proxy
statements and other information with the Commission. The
Corporations 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 Commissions Website is www.sec.gov.
2
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to incorporate by reference
information into this Prospectus. This means that we can
disclose important information to you by referring you to
another document filed separately with the Commission. All
information incorporated by reference is part of this
Prospectus, unless and until that information is updated and
superseded by the information contained in this Prospectus or
any later incorporated information. Any information that we
subsequently file with the Commission that is incorporated by
reference will automatically update and supersede any previous
information that is part of this Prospectus. We incorporate by
reference the information and 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.
(a) The Corporations most recent 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
Corporations 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 Corporations 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, including any beneficial
owner, upon the persons written or oral request, a copy of
any or all of the documents incorporated herein by reference
other than exhibits to such documents (unless said exhibits are
specifically incorporated by reference into such documents).
Such request, in writing or by telephone, should be directed to:
Isabella Bank Corporation, 401 N. Main St., Mt.
Pleasant, MI 48858, Attention: Secretary (989)772-9471.
SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS
This Prospectus may contain certain forward looking statements
within the meaning of Section 27A of the 1933 Act and
Section 21E of the 1934 Act. The Corporation intends
such forward looking statements to be covered by the safe harbor
provisions for forward looking statements contained in the
Private Securities Litigation Reform Act of 1995, and is
including this statement for purposes of these safe harbor
provisions. Forward looking statements, which are based on
certain assumptions and describe future plans, strategies and
expectations of the Corporation, are generally identifiable by
use of the words believe, expect,
intend, anticipate,
estimate, project, or similar
expressions. The Corporations ability to predict results
or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material adverse effect on
the operations and future prospects of the Corporation and its
subsidiaries are discussed in this Prospectus as well as the
Corporations Annual Report on
Form 10-K
for the year ended December 31, 2009 and in the
Corporations other filings with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act.
See Available Information and Incorporation of
Certain Documents by Reference above. Forward
looking statements contained herein speak only as of the date of
this Prospectus. Unless required by law, we undertake no
obligation to update publicly or revise any forward looking
statements to reflect new information or future events or
otherwise.
3
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 ISABELLA BANK CORPORATION STOCKHOLDER DIVIDEND REINVESTMENT
AND EMPLOYEE STOCK PURCHASE PLAN
If you are a holder of the Corporations 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 paying any brokerage commissions or service charges.
The shares purchased under the Plan will be authorized but
unissued shares of Common Stock. The price paid for shares of
Common Stock will be calculated as described herein (see
Question 12). The Plan does not represent a change in the
Corporations 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 are employees and directors of the Corporation.
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, that if your shares are held by the trust
department at Isabella Bank, you are eligible to participate.
If you enroll in the Plan, the Plan may, pursuant to the terms
of the Plan, acquire shares of Common Stock on your behalf by
reinvesting all or a portion of your cash dividends on Common
Stock held in your name; by you paying additional optional cash
investments to the Plan; or if you are an employee or director,
by having amounts deducted from your compensation checks.
ISABELLA
BANK CORPORATION
The Corporation is a registered financial services holding
company. Our principal executive office is located at
401 N. Main St., Mt. Pleasant, Michigan 48858, and our
telephone number is (989)772-9471.
As used in this Prospectus, unless the context requires
otherwise, we, us, and our
means the Corporation in its capacity as issuer of Common Stock.
RISK
FACTORS
Investing in our Common Stock involves risk. A prospective
investor should, before investing, carefully consider the Risk
Factors in our most recent Annual Report on
Form 10-K
and any updates to those Risk Factors, together with all other
information set forth in or incorporated by reference into this
Prospectus, including the following risk factors.
Our
Common Stock is lightly traded
Our Common Stock is traded on the
over-the-counter
(OTC) securities market and is quoted for sale on the Pink
Sheets published by Pink OTC Markets Inc. under the symbol
ISBA. Our Common Stock is lightly traded. Accordingly, there is
no assurance that an active and liquid trading market for our
Common Stock will exist at any particular time.
You will
not know the purchase price of the Common Stock at the time you
authorize an investment
You will not know the price of our Common Stock at the time you
authorize an investment under the Plan to occur at a future
date, such as a future dividend payment date or a future
compensation payment date. The price of our Common Stock may
fluctuate between the time you authorize an investment under the
Plan and the time of actual purchase of the Common Stock. As a
result, you may purchase Common Stock at a price higher than the
price you anticipated when you first authorized the investment.
4
You will
not know the sale price of Common Stock at the time you
authorize a sale or withdraw from the Plan
You may request that the Corporation, in its capacity as Plan
Administrator, sell shares of Common Stock credited to your
account under the Plan, but you will not be able to direct the
time or price at which the Common Stock is sold. The price of
our Common Stock may decline between the time you authorize a
sale under the Plan and the time of actual sale of the Common
Stock. As a result, you may sell Common Stock at a price lower
than the price you anticipated when you authorized the sale.
Similarly, if you decide to withdraw from the Plan and you
request a certificate for whole shares of Common Stock credited
to your account under the Plan (see Question 15), the price of
our Common Stock may decline between the time you provide notice
of your withdrawal and the time you receive the certificate.
We may in
the future issue additional shares of Common Stock
The Board of Directors of the Corporation will continue to have
authority to issue additional shares of Common Stock from time
to time. Any future issuances of Common Stock may result in
dilution of the value of the shares you acquire pursuant to the
Plan.
Our
management has discretion in the allocation of proceeds of this
offering
The Corporation intends 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.
Our management, however, has discretion in determining the
actual manner in which the net proceeds will be applied. The
precise use, amounts and timing of the application of the
proceeds will depend upon, among other things, the funding
requirements of our subsidiaries, the availability of other
funds, and the existence of business opportunities.
We may
discontinue paying dividends in the future
As a holding company, our cash flow typically comes from
dividends our bank subsidiary pays to us. Statutory provisions
restrict the amount of dividends our subsidiary can pay to us.
In addition, if our subsidiary were to liquidate, its creditors
would be entitled to receive distributions from assets to
satisfy their claims against it before we, as a holder of an
equity interest in the subsidiary, would be entitled to receive
any of such assets. Accordingly, our ability to pay dividends is
substantially dependent on the performance and earnings of our
operating subsidiary. We are also subject to regulatory
limitations of the Board of Governors of the Federal Reserve on
payment of dividends by bank holding companies in some
circumstances.
Moreover, the amount of future dividends is at the discretion of
our Board of Directors and principally depends upon our
earnings, our financial condition, the capital requirements of
our operating subsidiary and other factors. There can be no
assurance that we will continue to pay dividends on shares of
our Common Stock, and if paid, the timing and amount of such
dividends.
USE OF
PROCEEDS
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. 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.
DESCRIPTION
OF THE ISABELLA BANK CORPORATION 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, through compensation
deduction if you are an employee or director of the Corporation,
and through additional optional cash investments to the Plan.
5
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 in shares of Common Stock by
reinvesting all or a portion of your cash dividends on Common
Stock; by you paying additional optional cash investments to the
Plan; or if you are an employee or director, by having amounts
deducted from your compensation. 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 and
working capital. The Plan is not subject to the provisions of
the Employee Retirement Income Security Act of 1974, as amended,
nor is the Plan qualified under Section 401(a) of the
Internal Revenue Code, as amended.
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. The Plan avoids the necessity of safekeeping
your certificates for shares of Common Stock credited to your
account under the Plan. Statements of account will be issued to
simplify record keeping (See Question 16).
ADMINISTRATION
|
|
2.
|
WHO
ADMINISTERS THE
PLAN?
|
The Corporation as Plan Administrator is responsible for
administering the Plan. 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 cease to act as agent for any reason, we
will make other arrangements as we deem appropriate for the
administration of the Plan.
All correspondence regarding the Plan, including Authorization
Cards and Stock Purchase Forms, should be addressed to:
Isabella Bank Corporation
401 N. Main St.
Mt. Pleasant, MI 48858
Attention: Debra A. Campbell
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 in connection with transactions under the
Plan 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 directly to the
Plan Administrator (See Question 11); consequently, you incur no
cost other than the purchase price. 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 Administrators 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
and/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
6
by the trust department at Isabella Bank, you are eligible to
participate. The Plan Administrator may amend these eligibility
rules, and the other provisions of the Plan, 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 in
the manner described in Question 2. 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. Such a change would include, for instance, a
decision to make or stop additional optional cash payments to
the Plan (See Question 10).
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 business 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.
Cash investments made with additional optional cash investments
from participants will be invested, if timely received (See
Question 10), on the fifteenth day of each month or, if such day
is not a business day for the Corporation, the first business
day for the Corporation immediately following that date will be
the investment date.
|
|
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;
C. If you are an eligible employee or director,
Payroll Deduction 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 for not less than $5 and within any
maximum amounts set by the Corporations Board of Directors
from time to time. You should contact the Plan Administrator for
more information on the current minimum and maximum amounts.
D. Optional Cash Investment permits you
to make additional optional cash investments to the Plan for the
purchase of shares of Common Stock of not less than $100 if paid
by check or money order or not less than $25 if paid by monthly
automatic bank withdrawals from your United States bank account,
and subject to any maximum investment amounts established by the
Corporations Board of Directors from time to time. The
7
Corporation will apply any optional cash investment received
with the Authorization Card or with a subsequent Stock Purchase
Form (see Question 10), and any monthly automatic bank
withdrawal from your United States bank account, to the purchase
of shares of Common Stock under the Plan.
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 options by submitting a new
Authorization Card to the Plan Administrator at the address set
forth in Question 2. You may also make additional optional cash
investments by submitting a Stock Purchase Form to the Plan
Administrator in the manner set forth in Question 2.
PURCHASE
AND PRICE OF SHARES OF COMMON STOCK
|
|
10.
|
HOW
DOES THE PLAN
WORK?
|
Dividend
Reinvestment
You may reinvest dividends in shares of Common Stock by
instructing the Corporation on an Authorization Form to reinvest
dividends paid on your shares of Common Stock. The reinvestment
of dividends will occur on each 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.
Payroll
Deduction
If you are an employee or director of the Corporation or one of
our affiliated entities, you may also invest in shares of Common
Stock by instructing the Corporation on an Authorization Form to
deduct amounts from your compensation and purchase shares of
Common Stock. Such cash investments may be made as often as each
compensation check, subject to a $5 minimum and any maximum
investment amount established by the Corporations Board of
Directors from time to time. If all or part of your selected
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 Payroll Deduction
option will automatically participate in the Dividend
Reinvestment option unless you direct otherwise.
Cash investments received by the Plan Administrator pursuant to
compensation deductions will be applied by the Plan
Administrator to the purchase of shares of Common Stock from us
on the first business day of the month following the month in
which said amounts were deducted.
Optional
Cash Investment
You may invest in shares of Common Stock by making optional cash
investments to the Plan and instructing the Corporation on your
Authorization Form or a Stock Purchase Form to purchase shares
of Common Stock. Participants in the Plan have no obligation to
make any optional cash investment, and optional cash investments
may be made at regular or irregular intervals and the amount of
each optional investment may vary, subject to the minimum
investment amount of not less than $100 if paid by check or
money order or not less than $25 if paid by monthly automatic
bank withdrawal, and subject to any maximum investment amount
that is established by the Corporations Board of Directors
from time to time.
An optional cash investment may be made when enrolling by
checking the appropriate box on the Authorization Card and
either enclosing a check or money order with the Authorization
Card or completing the section of the Authorization Card titled
Automatic Bank Withdrawal with accurate information
for your United States bank
8
account, including an account with Isabella Bank. Thereafter,
you may make an optional cash investment by submitting a Stock
Purchase Form, a copy of which will be included with each
statement of your Plan account, in the manner described in
Question 2 and either including a check or money order with the
Stock Purchase Form or completing the section of the Stock
Purchase Form titled Automatic Bank Withdrawal with
accurate information for your United States bank account,
including an account with Isabella Bank. Checks and money orders
must be in United States dollars and should be made payable to
the Corporation. If you elect to make optional cash investments
by automatic bank withdrawal, the Corporation will process such
optional cash investments on a regular basis by monthly
deductions from your chosen United States bank account until you
instruct the Corporation to cease such automatic bank
withdrawals in the manner described in Question 2.
Optional cash investments from participants will be applied by
the Plan Administrator to the purchase of shares of Common
Stock, if timely received, on the fifteenth day of each month
or, if such day is not a business day for the Corporation, on
the first business day for the Corporation immediately following
that date. An optional cash investment is timely received if it
is received, with a properly completed Authorization Form or
Stock Purchase Form, by the tenth day of the calendar month.
Optional cash investments received by the Corporation subsequent
to that date will be applied on the next investment date.
Under no circumstances will interest be paid on any amounts held
for the purchase of shares of Common Stock.
|
|
11.
|
WHAT
IS THE SOURCE OF THE SHARES OF COMMON STOCK TO BE PURCHASED
UNDER THE
PLAN?
|
The source of the shares of Common Stock to be purchased under
the Plan shall be authorized but unissued shares purchased
directly from us by the Plan Administrator.
|
|
12.
|
WHAT
WILL BE THE PER-SHARE PURCHASE PRICE OF COMMON STOCK PURCHASED
THROUGH THE
PLAN?
|
The per-share purchase price of newly issued shares of Common
Stock purchased from us pursuant to the Plan will be:
(a) if the shares of Common Stock are listed on a national
securities exchange or traded in the
over-the-counter
market and sales prices are regularly reported for the shares,
the average of the closing or last prices of the shares on the
Composite Tape or other comparable reporting system for the 10
consecutive trading days immediately preceding the relevant
investment date;
(b) if the shares of Common Stock are traded on the
over-the-counter
market, but sales prices are not regularly reported for the
shares for the 10 days referred to in paragraph
(a) above, and if bid and asked prices for the shares are
regularly reported, the average of the mean between the bid and
the asked price for the shares at the close of trading in the
over-the-counter
market for such 10 days; and
(c) if the shares of Common Stock are neither listed on a
national securities exchange nor traded on the
over-the-counter
market, such value as the Board of Directors, in good faith,
shall determine as of the relevant investment date, but in no
event shall such value be in excess of current market prices.
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 will not be issued in your name while you are
enrolled in the Plan, but may be issued to you with respect to
whole shares of Common Stock if you withdraw from participation
in the Plan (See Question 15). 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.
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
9
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.
A request to withdraw from the dividend reinvestment feature of
the Plan will be effective as soon as possible. If the request
is received by the Plan Administrator on or after the record
date for a dividend payment, any dividend paid on that date will
be invested for your account, and the request to withdraw will
be processed as promptly as possible following such date.
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. 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 optional investment feature of
the Plan will be effective as soon as possible. If the request
to withdraw is received by the Plan Administrator by the 10th
day of the month, no monthly automatic bank withdrawal will be
processed on the next investment date (the 15th day of the
month). If the request is received after the 10th day of the
month, the next scheduled monthly automatic bank withdrawal, if
any, will be processed, and the request to withdraw will be
processed as promptly as possible following such withdrawal.
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.
REPORTS
TO PARTICIPANTS
|
|
16.
|
WHAT
KIND OF REPORTS WILL I BE
SENT?
|
On a quarterly basis, you will receive a statement of your
account showing the amount invested for the quarter, the
purchase price and the number of shares purchased in each
transaction, the 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. You will
also receive a Stock Purchase Form.
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. Optional cash investments will
not be processed following the Corporations receipt of
notice that you are no longer a stockholder of the Corporation.
See Question 15 regarding your withdrawal from the Plan.
10
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, deduction of amounts
from compensation checks, or making optional cash investments to
the Plan 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, it 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 Administrators 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 credited to your Plan account and the shares of Common
Stock that you own outside of the Plan.
|
|
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. 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
11
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 THE CORPORATIONS 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 1933 Act or
(ii) in reliance upon and in compliance with applicable
provisions of Rule 144 under the 1933 Act or other
exemptions from the registration requirements of the
1933 Act. We have neither an obligation nor any present
intention to prepare and file a registration statement under the
1933 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 1933 Act is available is a complicated
question that depends upon the particular circumstances of each
individual.
Affiliates is defined in Rule 405 under
the 1933 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 Corporations
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.
12
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
Rehmann Robson, P.C., an independent registered public
accounting firm, has audited our consolidated financial
statements included in our Annual Report on
Form 10-K
for the year ended December 31, 2009, and the effectiveness
of our internal control over financial reporting as of
December 31, 2009, as set forth in their report, which is
incorporated by reference in this Registration Statement. Our
consolidated financial statements are incorporated by reference
in reliance on Rehmann Robson, P.C.s report, given on
their authority as experts in accounting and auditing.
INDEMNIFICATION
The Corporations Articles of Incorporation provide that
the Corporation shall indemnify to the full extent permitted by
the Michigan Business Corporation Act or any other applicable
law 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). Insofar as
indemnification for liabilities arising under the 1933 Act
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
Commission such indemnification is against public policy as
expressed in the 1933 Act and is therefore unenforceable.
13
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
as follows:
|
|
|
|
|
SEC Registration Fee
|
|
$
|
299.46
|
*
|
Legal Fees and Expenses
|
|
|
7,000.00
|
|
Accountants Fees and Expenses
|
|
|
4,500.00
|
|
Miscellaneous Expenses
|
|
|
14,000.00
|
|
|
|
|
|
|
TOTAL
|
|
$
|
25,799.46
|
|
|
|
|
|
|
|
|
|
* |
|
Actual. All other expenses are estimates. |
|
|
Item 15.
|
Indemnification
of Directors and Officers.
|
The registrants Articles of Incorporation provide that the
registrant shall indemnify to the full extent permitted by the
Michigan Business Corporation Act or any other applicable law
any person who is or was or had agreed to become a director or
officer of the registrant, 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 registrant, 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).
The following is a list of exhibits that are included in
Part II of the Registration Statement. Such exhibits are
separately indexed elsewhere in the Registration Statement.
|
|
|
|
|
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
|
|
Amendment to the Articles of Incorporation(5)
|
|
|
|
|
|
|
3
|
.6
|
|
Amended Bylaws(6)
|
|
|
|
|
|
|
3
|
.7
|
|
Amendment to the Bylaws(7)
|
|
|
|
|
|
|
3
|
.8
|
|
Amendment to the Bylaws(8)
|
|
|
|
|
|
|
3
|
.9
|
|
Amendment to the Bylaws(9)
|
|
|
|
|
|
|
5
|
|
|
Opinion of Counsel
|
|
21
|
|
|
Subsidiaries of Isabella Bank Corporation
|
|
23
|
.1
|
|
Consent of Rehmann Robson, P.C.
|
|
23
|
.2
|
|
Consent of Counsel (See Exhibit 5)
|
|
99
|
.1
|
|
The Isabella Bank Corporation Stockholder Dividend Reinvestment
and Employee Stock Purchase Plan, as amended
|
|
99
|
.2
|
|
Sample Authorization Cards
|
|
99
|
.3
|
|
Sample Stock Purchase Form
|
II-1
|
|
|
(1) |
|
Previously filed as an Exhibit to Isabella Bank Corporation
Form 10-K
for the year ended December 31, 1990, and incorporated
herein by reference. |
|
(2) |
|
Previously filed as an Exhibit to Isabella Bank Corporation
Form 10-K
for the year ended December 31, 1993, and incorporated
herein by reference. |
|
(3) |
|
Previously filed as an Exhibit to Isabella Bank Corporation
Form 10-K
for the year ended December 31, 1999, and incorporated
herein by reference. |
|
(4) |
|
Previously filed as an Exhibit to Isabella Bank Corporation
Form 10-K
for the year ended December 31, 2000, and incorporated
herein by reference. |
|
(5) |
|
Previously filed as an Exhibit to Isabella Bank Corporation
Current Report on Form
8-K, filed
May 16, 2008, and incorporated herein by reference. |
|
|
|
|
|
(6) |
|
Previously filed as an Exhibit to Isabella Bank Corporation
Form 10-K
for the year ended December 31, 2004, and incorporated
herein by reference. |
|
(7) |
|
Previously filed as an Exhibit to Isabella Bank Corporation
Current Report on Form
8-K, filed
November 22, 2006, and incorporated herein by reference. |
|
(8) |
|
Previously filed as an Exhibit to Isabella Bank Corporation
Current Report on Form
8-K, filed
August 28, 2009, and incorporated herein by reference. |
|
(9) |
|
Previously filed as an Exhibit to Isabella Bank Corporation
Current Report on Form
8-K, filed
December 23, 2009, and incorporated herein by reference. |
(a) The Corporation 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 this 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 this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent more than a 20% change in the
maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective Registration
Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Corporation 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; and
(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.
II-2
(b) The Corporation hereby undertakes that, for the purpose
of determining liability under the Securities Act of 1933 to any
purchaser, each prospectus filed pursuant to Rule 424(b) as
part of a registration statement relating to an offering, other
than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in this Registration Statement
as of the date it is first used after effectiveness; provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.
(c) The Corporation hereby undertakes that, for the purpose
of determining liability under the Securities Act of 1933 to any
purchaser in the initial distribution of the securities in a
primary offering of securities of the Corporation pursuant to
this Registration Statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any
of the following communications, the Corporation will be a
seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(1) Any preliminary prospectus or prospectus of the
Corporation relating to the offering required to be filed
pursuant to Rule 424;
(2) Any free writing prospectus relating to the offering
prepared by or on behalf of the Corporation or used or referred
to by the Corporation;
(3) The portion of any other free writing prospectus
relating to the offering containing material information about
the Corporation or its securities provided by or on behalf of
the Corporation; and
(4) Any other communication that is an offer in the
offering made by the Corporation to the purchaser.
(d) The Corporation hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Corporations 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 plans annual report pursuant to
Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this
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.
(e) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Corporation
pursuant to the foregoing provisions, or otherwise, the
Corporation has been advised that in the opinion of the
Securities and Exchange Commission that such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Corporation of expenses incurred or paid by a director,
officer or controlling person of the Corporation in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Corporation
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
II-3
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 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Mt. Pleasant, State of Michigan, on October 1, 2010.
ISABELLA BANK CORPORATION
Richard J. Barz, Chief Executive Officer
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,
Dennis
P. Angner,
|
|
President, Chief Financial Officer, Principal Accounting
Officer, and Director
|
|
September 29, 2010
|
|
|
|
|
|
/s/ Jeffrey
J. Barnes,
Jeffrey
J. Barnes,
|
|
Director
|
|
September 29, 2010
|
|
|
|
|
|
/s/ Richard
J. Barz,
Richard
J. Barz,
|
|
Chief Executive Officer and Director
|
|
September 29, 2010
|
|
|
|
|
|
/s/ Sandra
L. Caul,
Sandra
L. Caul,
|
|
Director
|
|
September 29, 2010
|
|
|
|
|
|
/s/ James
C. Fabiano,
James
C. Fabiano,
|
|
Director
|
|
September 29, 2010
|
|
|
|
|
|
/s/ G.
Charles Hubscher,
G.
Charles Hubscher,
|
|
Director
|
|
September 29, 2010
|
|
|
|
|
|
/s/ Thomas
L. Kleinhardt,
Thomas
L. Kleinhardt,
|
|
Director
|
|
September 29, 2010
|
|
|
|
|
|
/s/ Theodore
W. Kortes,
Theodore
W. Kortes,
|
|
Director
|
|
September 29, 2010
|
|
|
|
|
|
/s/ Joseph
LaFramboise,
Joseph
LaFramboise,
|
|
Director
|
|
September 29, 2010
|
|
|
|
|
|
/s/ David
J. Maness,
David
J. Maness,
|
|
Director
|
|
September 29, 2010
|
|
|
|
|
|
/s/ W.
Joseph Manifold,
W.
Joseph Manifold,
|
|
Director
|
|
September 29, 2010
|
II-4
|
|
|
|
|
|
|
|
|
|
|
|
/s/ W.
Michael McGuire,
W.
Michael McGuire,
|
|
Director
|
|
September 29, 2010
|
|
|
|
|
|
/s/ Dianne
C. Morey,
Dianne
C. Morey,
|
|
Director
|
|
September 29, 2010
|
|
|
|
|
|
/s/ William
J. Strickler,
William
J. Strickler,
|
|
Director
|
|
September 29, 2010
|
|
|
|
|
|
/s/ Dale
D. Weburg,
Dale
D. Weburg,
|
|
Director
|
|
September 29, 2010
|
II-5
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
|
|
Amendment to the Articles of Incorporation
incorporated by reference
|
|
3
|
.6
|
|
Amended Bylaws incorporated by reference
|
|
3
|
.7
|
|
Amendment to the Bylaws incorporated by reference
|
|
5
|
|
|
Opinion of Counsel
|
|
21
|
|
|
Subsidiaries of Isabella Bank Corporation
|
|
23
|
.1
|
|
Consent of Rehmann Robson, P.C.
|
|
23
|
.2
|
|
Consent of Counsel (See Exhibit 5)
|
|
99
|
.1
|
|
The Isabella Bank Corporation Stockholder Dividend Reinvestment
and Employee Stock Purchase Plan, as amended
|
|
99
|
.2
|
|
Sample Authorization Cards
|
|
99
|
.3
|
|
Sample Stock Purchase Form
|