Document
UNITED STATES
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 Registrant as specified in its charter)
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Michigan | | 38-2830092 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
401 N. Main St.
Mt. Pleasant, MI 48858-1649
(Address of Principal Executive Offices)
ISABELLA BANK CORPORATION
STOCKHOLDER DIVIDEND REINVESTMENT AND
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Jae A. Evans
401 N. Main St.
Mt. Pleasant, MI 48858
(989) 772-9471
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. |
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Large accelerated filer | | ¨ | | Accelerated filer | | x |
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Non-accelerated filer | | ¨ | | Smaller reporting company | | ¨ |
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| | | | Emerging growth company | | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered | | Amount to be
Registered | | Proposed Maximum
Offering Price Per Share | | Proposed Maximum
Aggregate Offering Price | | Amount of
Registration Fee |
Common Shares, no par value | | 40,000 |
| (1) | | $ | 25.95 |
| (2) | | $ | 1,038,000 |
| (2) | | $ | 125.81 |
| (2) |
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”) 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 solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act on the basis of the average price of the Common Stock on December 19, 2018.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Isabella Bank Corporation (the “Registrant”) for the purpose of registering an additional 40,000 shares of the Registrant’s common stock to be issued pursuant to the Isabella Bank Corporation Stockholder Dividend Reinvestment and Employee Stock Purchase Plan, as most recently amended and restated on January 24, 2017 (the “Plan”).
Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 incorporates by reference 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, File No. 333-106414, File No. 333-151353 and File No. 333-181799).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See Exhibit Index.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, 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 December 19, 2018. |
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| ISABELLA BANK CORPORATION |
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| By: | /s/ Jae A. Evans |
| | Jae A. Evans, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. |
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/s/ Dr. Jeffrey J. Barnes | | December 19, 2018 |
Dr. Jeffrey J. Barnes, Director | | |
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/s/ Richard J. Barz | | December 19, 2018 |
Richard J. Barz, Director | | |
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/s/ Jill Bourland | | December 19, 2018 |
Jill Bourland, Director | | |
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/s/ Jae A. Evans | | December 19, 2018 |
Jae A. Evans, President, Chief Executive Officer, and Director (Principal Executive Officer) | | |
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/s/ G. Charles Hubscher | | December 19, 2018 |
G. Charles Hubscher, Director | | |
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/s/ Thomas L. Kleinhardt | | December 19, 2018 |
Thomas L. Kleinhardt, Director | | |
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/s/ Joseph LaFramboise | | December 19, 2018 |
Joseph LaFramboise, Director | | |
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/s/ David J. Maness | | December 19, 2018 |
David J. Maness, Director | | |
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/s/ W. Joseph Manifold | | December 19, 2018 |
W. Joseph Manifold, Director | | |
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/s/ Neil M. McDonnell | | December 19, 2018 |
Neil M. McDonnell, Chief Financial Officer (Principal Financial Officer) | | |
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/s/ W. Michael McGuire | | December 19, 2018 |
W. Michael McGuire, Director | | |
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/s/ Sarah R. Opperman | | December 19, 2018 |
Sarah R. Opperman, Director | | |
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/s/ Jerome E. Schwind | | December 19, 2018 |
Jerome E. Schwind, President of Isabella Bank and Director | | |
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/s/ Rhonda S. Tudor | | December 19, 2018 |
Rhonda S. Tudor, Controller (Principal Accounting Officer) | | |
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/s/ Gregory V. Varner | | December 19, 2018 |
Gregory V. Varner, Director | | |
EXHIBIT INDEX |
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Exhibit Number | | Description |
5 | | |
23.1 | | |
23.2 | | |