sv8
As filed with the Securities and Exchange Commission on June 2, 2008
Registration No. 333-            
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
ISABELLA BANK CORPORATION
(Exact name of Issuer as specified in its charter)
     
Michigan
(State or other jurisdiction of
incorporation or organization) 		  38-2830092
(I.R.S. Employer
Identification No.)
200 East Broadway
Mt. Pleasant, Michigan 48858
(Address of Principal Executive Offices)
ISABELLA BANK CORPORATION
STOCKHOLDER DIVIDEND REINVESTMENT AND
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Dennis P. Angner
200 East Broadway
Mt. Pleasant, MI 48858
989/772-9471
(Name, address and telephone number of agent for service)
Indicate by checkmark 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   Smaller reporting company o
        (Do not check if a smaller reporting company)    
CALCULATION OF REGISTRATION FEE
                             
 
  Title of Securities     Amount to be     Proposed Maximum     Proposed Maximum     Amount of  
  to be Registered     Registered     Offering Price Per Share     Aggregate Offering Price     Registration Fee  
  Common Shares, no par value     30,000 Sh (1)     $44.00(2)     $ 1,320,000 (2)     $ 51.88 (2)  
 
(1) Pursuant to Rule 416 under the Securities Act of 1933, this registration statement also covers such indeterminate number of additional shares as may be required to be issued under the Plan in the event of an adjustment as a result of an increase in the number of issued shares of Common Stock resulting from a subdivision of such shares, the payment of stock dividends or certain other capital adjustments.
(2) Estimated based on the average price of the Common Stock on May 27, 2008, pursuant to Rule 457(h)(1) and 457(c) solely for the purpose of calculating the registration fee.
REGISTRATION OF ADDITIONAL SECURITIES STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
     This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 30,000 shares of Isabella Bank Corporation (the “Registrant”) common stock to be issued pursuant to the Isabella Bank Corporation Stockholder Dividend Reinvestment and Employee Stock Purchase Plan, as amended on May 22, 2008 (the “Plan”). Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8, previously filed with the Commission relating to the Plan (File No. 33-34777, File No. 33-61596, File No. 333-53377 and File No. 333-106414), are incorporated herein by reference.
     As originally adopted, the Plan was titled “IBT Bancorp, Inc. Stockholder Dividend Reinvestment and Employee Stock Purchase Plan.” On May 22, 2008, the Board of Directors of the Registrant approved an amendment to the Plan to reflect the change of the name of the Registrant from “IBT Bancorp, Inc.” to “Isabella Bank Corporation” (the “Amendment”). The Amendment changed the title of the Plan to “Isabella Bank Corporation Stockholder Dividend Reinvestment and Employee Stock Purchase Plan” and updated references to the Registrant’s previous name.
 
 

 

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
     
Item 8.  
Exhibits

   
The following is a list of exhibits filed as part of this registration statement.
     
5.   Opinion of counsel as to the legality of the common shares covered by this registration statement.
     
23.1   Consent of Rehmann Robson P.C.
     
23.2   Consent of counsel (included within Exhibit 5).

 

 

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 on 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 22, 2008.
         
  ISABELLA BANK CORPORATION
 		  
  By:   /s/ Dennis P. Angner      
    Dennis P. Angner, President and Chief Executive Officer  
       
 
     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
     
/s/ Dennis P. Angner
  May 22, 2008
 
Dennis P. Angner, President, Chief Executive Officer (Principal Executive Officer) and Director
   
 
    
/s/ Peggy L. Wheeler
 
Peggy L. Wheeler
Senior Vice President and Controller
(Principal Financial Officer)
  May 22, 2008 
 
    
/s/ Richard J. Barz
 
Richard J. Barz, Director
  May 22, 2008 
 
    
/s/ Sandra L. Caul
 
Sandra L. Caul, Director
  May 22, 2008 
 
    
/s/ James C. Fabiano
 
James C. Fabiano, Director
  May 22, 2008 
 
    
/s/ Theodore W. Kortes
 
Theodore W. Kortes, Director
  May 22, 2008 
 
    
/s/ David J. Maness
 
David J. Maness, Director
  May 22, 2008 
 
    
/s/ W. Joseph Manifold
 
   May 22, 2008 
W. Joseph Manifold, Director
    
 
    
/s/ W. Michael McGuire
  May 22, 2008
 
    
W. Michael McGuire, Director
    
 
    
/s/ William J. Strickler
  May 22, 2008
 
William J. Strickler, Director
   
 
    
/s/ Dale Weburg
  May 22, 2008
 
Dale Weburg, Director
   

 

 

EXHIBIT INDEX
     
Exhibit    
Number   Description

   
5
  Opinion of counsel as to legality of the common shares covered by this registration statement
 
    
23.1
  Consent of Rehmann Robson P.C.
 
    
23.2
  Consent of counsel (included within Exhibit 5)