Toggle SGML Header (+)


Section 1: S-3D (FORM S-3D)

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 registrant’s 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 registrant’s 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 registrant’s 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 Corporation’s 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 Corporation’s 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 Corporation’s 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 Commission’s 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 Commission’s public reference room.
 
The Corporation electronically files its reports, proxy statements and other information with the Commission. The Corporation’s 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 Commission’s 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 Corporation’s 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 Corporation’s 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 Corporation’s 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 person’s 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 Corporation’s 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 Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009 and in the Corporation’s 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 Corporation’s 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 Corporation’s 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 Administrator’s 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 Corporation’s 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 Corporation’s 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 Corporation’s 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 Corporation’s 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 Corporation’s 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 Administrator’s 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 CORPORATION’S 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 Corporation’s 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 Corporation’s 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  
Accountant’s 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 registrant’s 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).
 
Item 16.   Exhibits.
 
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.
 
Item 17.   Undertakings.
 
(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 Corporation’s 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 plan’s 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
 
  By:  /s/ Richard J. Barz
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

(Back To Top)

Section 2: EX-5 (EX-5)

exv5
EXHIBIT 5
Opinion of Counsel

Exhibit 5 - 1


 

         
Lansing
  Farmington Hills   Grand Rapids
313 S. Washington Square
  32300 Northwestern Highway — Suite 230   1700 E. Beltline NE — Suite 200
Lansing MI 48933
  Farmington Hills MI 48334   Grand Rapids MI 49525
 
       
Marquette
  Detroit   Holland
205 S. Front Street — Suite 2D
  333 W. Fort Street — 11th Floor   151 Central Avenue — Suite 260
Marquette MI 49855
  Detroit MI 48226   Holland MI 49423
                     
Walter S. Foster
  Brent A. Titus   Lynwood P. VandenBosch   Michael R. Blum   Paul D. Yared   Nichole J. Derks
1878-1961
  Robert E. McFarland   Lawrence Korolewicz   Norman E. Richards   Jennifer B. Van Regenmorter   Robert L. Page, Jr.
Richard B. Foster
  Stephen J. Lowney   James B. Doezema   Jonathan J. David   Thomas R. TerMaat   Patricia J. Scott
1908-1996
  Jean G. Schtokal   Francis G. Seyferth   Nicholas B. Missad   Ryan E. Lamb   Lindsey E. Bosch
Theodore W. Swift
  Brian G. Goodenough   Anne M. Seurynck   Frank H. Reynolds   Todd W. Hoppe   Nicholas M. Oertel
1928-2000
  Matt G. Hrebec   Richard L. Hillman   Kirsten M. McNelly   John W. Inhulsen   Erica E.L. Huddas
John L. Collins
  Eric E. Doster   Steven L. Owen   Joseph E. Kozely   Amanda Garcia-Williams   Nicole E. Stratton
1926-2001
  Melissa J. Jackson   Jennifer Kildea Dewane   Pamela C. Dausman   Zachary W. Behler   Timothy P. Burkhard
 
  Steven H. Lasher   John P. Nicolucci   Andrew C. Vredenburg   Derek A. Walters   Janene McIntyre
Webb A. Smith
  Nancy L. Kahn   Francis C. Flood   John M. Kamins   Alexander A. Ayar   David R. Russell
Allan J. Claypool
  Deanna Swisher   Michael D. Homier   Dana M. Bennett   Johanna M. Novak   Mindi M. Johnson
Gary J. McRay
  Alan G. Gilchrist   Keith A. Castora   Jack A. Siebers   Joshua K. Richardson    
Stephen I. Jurmu
  Thomas R. Meagher   Randall L. Harbour   Glen A. Schmiege   Cole M. Young   Of Counsel
Scott A. Storey
  Douglas A. Mielock   David M. Lick   Michael G. Harrison   Joel C. Farrar   Lawrence B. Lindemer
Charles A. Janssen
  Scott A. Chernich   Rebecca S. Davies   Frederick B. Bellamy   Samuel J. Frederick   David VanderHaagen
Charles E. Barbieri
  Donald E. Martin   Scott H. Hogan   Gilbert M. Frimet   Sheralee S. Hurwitz   Allan O. Maki
James B. Jensen, Jr.
  Paul J. Millenbach   Richard C. Kraus   Mark J. Colon   Andrew W. Erlewein    
Scott L. Mandel
  Dirk H. Beckwith   Benjamin J. Price   Peter R. Tolley   Laura J. Garlinghouse    
Michael D. Sanders
  Brian J. Renaud   Ronald D. Richards, Jr.   Craig R. Petersen   Anna K. Gibson    
Sherry A. Stein
  Bruce A. Vande Vusse   Frank T. Mamat   Steven A. Haney, Sr.   Liza C. Moore    
         
Writer’s Direct Phone: 517-371-8100
  Fax: 517-371-8200   Reply To: Lansing
October 1, 2010
Isabella Bank Corporation
401 N. Main St.
Mt. Pleasant, MI 48858
Ladies and Gentlemen:
     
RE:
  Isabella Bank Corporation
 
  Registration Statement on Form S-3
You have requested our opinion as counsel to Isabella Bank Corporation, a Michigan corporation, in connection with a Registration Statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on Form S-3. The Registration Statement relates to the offering of 250,000 shares of Isabella Bank Corporation common stock to be issued to stockholders in connection with the Isabella Bank Corporation Stockholder Dividend Reinvestment and Employee Stock Purchase Plan, as amended.
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 250,000 shares of common stock covered by the Registration Statement have been legally authorized; and when such shares have been duly delivered to stockholders against payment therefore as contemplated by the Isabella Bank Corporation Stockholder Dividend Reinvestment and Employee Stock Purchase Plan, such shares will be legally issued, fully paid and nonassessable.
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 to the Registration Statement and to the reference to us in the Prospectus under the heading “Legal Opinion”.
FOSTER, SWIFT, COLLINS & SMITH, P.C.

Exhibit 5 - 2

(Back To Top)

Section 3: EX-21 (EX-21)

exv21
EXHIBIT 21
Subsidiaries of Isabella Bank Corporation

Exhibit 21 - 1


 

SUBSIDIARIES OF THE REGISTRANT:
          Isabella Bank, wholly owned
          Financial Group Information Services, Inc., wholly owned
          IB&T Employee Leasing, LLC, wholly owned

Exhibit 21 - 2

(Back To Top)

Section 4: EX-23.1 (EX-23.1)

exv23w1
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the reference to us under the caption “Experts” in this Registration Statement on Form S-3 pertaining to the Stockholder Dividend Reinvestment and Employee Stock Purchase Plan, and to the incorporation by reference therein of our report dated March 11, 2010 with respect to the consolidated financial statements and effectiveness of internal control over financial reporting of Isabella Bank Corporation, included in its Annual Report on Form 10-K for the year ended December 31, 2009.
     
 
  /s/ Rehmann Robson, P.C.
Saginaw, Michigan
September 29, 2010

(Back To Top)

Section 5: EX-23.2 (EX-23.2)

exv23w2
EXHIBIT 23.2
Consent of Counsel (See Exhibit 5)

Exhibit 23.2 - 1

(Back To Top)

Section 6: EX-99.1 (EX-99.1)

exv99w1
EXHIBIT 99.1
The Isabella Bank Corporation
Stockholder Dividend Reinvestment and
Employee Stock Purchase Plan

Exhibit 99.1 - 1


 

ISABELLA BANK CORPORATION
STOCKHOLDER DIVIDEND REINVESTMENT AND
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I. — PURPOSE
          Effective February 19, 1991, Isabella Bank Corporation (f/k/a IBT Bancorp, Inc.) adopted the Isabella Bank Corporation Stockholder Dividend Reinvestment and Employee Stock Purchase Plan to provide a simple, systematic and convenient method of acquiring shares of Common Stock of the Company, without payment of any brokerage commission, service charge or other expenses. Participants also avoid the necessity of safe keeping their certificates, for shares of Common Stock credited to their Plan Accounts. The Plan has been amended and the Company has adopted the amended Plan effective as of October 1, 2010.
          The shares of Common Stock acquired under the Plan will be purchased from the Company. The net proceeds received therefrom will be added to the working capital of the Company and will be used for general corporate purposes.
ARTICLE II. — DEFINITIONS AND CONSTRUCTION
          2.1 Definitions: The following words and phrases shall, when used herein, have the following respective meanings unless the context clearly indicates otherwise:
               (a) Account Name: The name of the Participant’s account under the Plan, which shall be:
                    (1) the same as the name(s) in which certificates of the Participant were registered at the time he or she entered the Plan, if participation is based on Section 2.1(m); or,
                    (2) the Participant’s name, if participation is based on Section 2.1(f).
               (b) Authorization Card: The enrollment form used by an Employee or Stockholder to enroll in the Plan.
               (c) Common Stock: The no par value common stock of the Company.
               (d) Company: Isabella Bank Corporation, a registered financial services holding company organized and existing under the laws of the State of Michigan, or its successor(s).
               (e) Effective Date: October 1, 2010, the date on which the provisions of this amended Plan became effective.

Exhibit 99.1 - 2


 

               (f) Employee: Any person who, on or after the Effective Date, is receiving remuneration for personal services rendered to an Employer. Employee shall also include any person who is an outside director on the board of directors of any Employer.
               (g) Employer: The Company and its successor or successors. Employer also includes all members of a controlled group of corporations (as defined in Sections 414(b) and 415(h) of the Internal Revenue Code of 1986) of which the Company is a part.
               (h) Investment Date: As used in Article III, the dividend payment date, and as used in Article V, as defined therein.
               (i) Participant: Any Stockholder or Employee who elects to participate in the Plan.
               (j) Plan: The Isabella Bank Corporation Stockholder Dividend Reinvestment and Employee Stock Purchase Plan.
               (k) Plan Account: The account maintained for a participant to record the crediting of cash dividends, compensation deductions, optional cash investments, shares of Common Stock, and adjustments relating thereto.
               (l) Plan Administrator: The Company and its agents chosen by the Company to administer the Plan.
               (m) Stockholder: Any registered holder of the Company’s Common Stock. Beneficial owners of Common Stock whose shares are registered in street or nominee names are not considered Stockholders for purposes of the Plan unless they become registered holders by having such shares reissued in their names; provided, however, beneficial owners whose shares are registered in the name of “IBT & Co.” or such other nominee name as determined by the Plan Administrator shall be considered Stockholders for purposes of the Plan.
               (n) Stock Purchase Form: The form used by a Participant to purchase shares of Common Stock pursuant to the optional cash investment feature of the Plan.
ARTICLE III. — PARTICIPATION BY DIVIDEND REINVESTMENT
          3.1 Enrollment: A Stockholder who was participating in the Plan as of the Effective Date shall continue to participate in the Plan. Any other Stockholder may enroll in the Plan’s Dividend Reinvestment feature at any time after the Effective Date by completing an Authorization Card and returning it to the Plan Administrator. Authorization Cards may be obtained by writing the Plan Administrator at the Company’s address.

Exhibit 99.1 - 3


 

          3.2 Commencement: Reinvestment of dividends in Common Stock shall commence with the next dividend payment after receipt of the Authorization Card by the Plan Administrator, provided it is received by the Plan Administrator on or before the record date for that dividend; otherwise, reinvestment of dividends shall be delayed until the next dividend payment.
          3.3 Investment Options: The Authorization Card shall provide for the purchase of additional shares of Common Stock through the following investment options:
               (a) Full Dividend Reinvestment. Full dividend reinvestment directs the Company to pay to the Plan Administrator all of the Participant’s cash dividends on all of the shares of Common Stock then or subsequently registered in the Participant’s name; or
               (b) Partial Dividend Reinvestment. Partial dividend reinvestment directs the Company to pay to the Plan Administrator the Participant’s cash dividends on that number of shares of Common Stock designated in the appropriate space of the Authorization Card and permits the Participant to continue to receive cash dividends on the balance of the shares of Common Stock registered in the Participant’s name.
          In the event a Participant elects Partial Dividend Reinvestment, the Company is authorized to issue to the Participant separate stock certificates, one representing shares designated for participation under the Plan and another representing shares excluded from the Plan.
          A Participant may select only one of the above options. In all cases, cash dividends on shares of Common Stock credited to a Participant’s Plan Account shall be reinvested in accordance with the Plan.
          3.4 Dividend Reinvestment: On each Investment Date a Participant’s full or partial cash dividend shall be remitted by the Company to the Plan Administrator. The Plan Administrator shall reinvest that dividend, as well as the full cash dividend on shares of Common Stock credited to the Participant’s Plan Account, in shares of Common Stock purchased directly from the Company, and shall credit whole and fractional shares to the Participant’s Plan Account (computed to three decimal places). A fractional share of Common Stock shall earn a proportionate share of future dividends. Such purchases shall be made by the Plan Administrator promptly (no later than within 30 days of the receipt), except where curtailment or suspension of purchases is necessary to comply with applicable provisions of federal or state laws.
          3.5 Amendment of Investment Option. A Participant may amend his or her investment option at any time by submitting a new Authorization Card to the Plan Administrator at the Company’s address.

Exhibit 99.1 - 4


 

Any amendment to a Participant’s investment option shall be effective as of the record date coinciding with, or next following, the date the new Authorization Card is received by the Plan Administrator.
          3.6 Withdrawal of Dividend Reinvestment Enrollment. A Participant may withdraw from the Plan’s Dividend Reinvestment feature at any time by giving written notice to the Plan Administrator at the Company’s address. If the request to withdraw is received by the Plan Administrator on or after the record date for a dividend payment, any dividend paid on the Investment Date shall be invested for the Participant’s Plan Account. The request shall be processed as promptly as possible by the Plan Administrator following such Investment Date.
          As soon as practicable following withdrawal, the Plan Administrator shall send the Participant at no charge, a certificate in the Participant’s name, for the whole shares of Common Stock in the Participant’s Plan Account and a cash payment shall be made for any fraction of a share.
          Notwithstanding anything in this Section 3.6 to the contrary, if the Participant so requests, the Plan Administrator shall sell such whole shares of Common Stock and remit to the Participant the proceeds, less any related brokerage commission and applicable stock transfer tax.
          3.7 Disposition of all Shares: If a Participant disposes of all shares of Common Stock registered in the Participant’s name, the Plan Administrator shall continue to reinvest the dividends on the shares credited to the Participant’s Plan Account until otherwise notified.
          3.8 Accrued Shares: A Participant in the Plan’s Dividend Reinvestment feature may deposit certificates for Common Stock now or hereafter registered in the Participant’s name for credit in his or her Plan Account as accrued shares under the Plan. Such certificates shall be transferred to the Plan Administrator or its agent as agent for the Participant. This service shall be provided at no charge to the Participant.
ARTICLE IV. — PARTICIPATION BY COMPENSATION DEDUCTION
          4.1 Enrollment: An Employee who was participating in the Plan as of the Effective Date shall continue to participate in the Plan. Any other Employee may enroll in the Plan’s compensation deduction feature at any time after the Effective Date by completing an Authorization Card and returning it to the Plan Administrator. Authorization Cards may be obtained by contacting the Plan Administrator.
          4.2 Commencement of Deductions: The deduction of amounts from the Participant’s compensation (for purposes hereof “compensation” shall also include board director fees) shall commence with the Participant’s next regular compensation check following receipt by the Plan Administrator of the completed

Exhibit 99.1 - 5


 

Authorization Card, if the Authorization Card is received by the Plan Administrator not less than 96 hours before compensation checks are distributed.
          4.3 Investment Options: The Authorization Card shall provide for the deduction from the Participant’s compensation on a bi-weekly basis (or such other basis determined by the Company’s Board of Directors) of not less than five dollars ($5) and within any maximum amount set by the Company’s Board of Directors from time-to-time.
          4.4 Purchase of Common Stock: Amounts deducted from a Participant’s compensation shall be remitted by the Employer to the Plan Administrator who shall invest said amounts in shares of Common Stock purchased directly from the Company. Such purchases shall be made no later than the first business day of the month following the month in which said amounts were deducted, except where curtailment or suspension of purchases is necessary to comply with applicable provisions of federal or state laws.
          4.5 Amendment of Compensation Deduction: A Participant may amend his or her compensation deduction election at any time by submitting a new Authorization Card to the Plan Administrator. Any amendment to a Participant’s compensation deduction election shall be effective as of the Participant’s next regular compensation check if the written notice is received by the Plan Administrator not less than 96 hours before compensation checks are distributed.
          4.6 Withdrawal of Compensation Deduction Enrollment: A Participant may withdraw from the Plan’s compensation deduction feature at any time by giving written notice to the Plan Administrator. Any request to withdraw shall be effective as of the Participant’s next regular compensation check if the notice to withdraw is received by the Employer not less than 96 hours before compensation checks are distributed. A Participant who withdraws from the Plan’s compensation deduction feature may not reparticipate in the Plan until one year has elapsed from the date the Plan Administrator receives the withdrawal notice.
          As soon as practicable following withdrawal, the Plan Administrator shall send the Participant, at no charge, a certificate in the Participant’s name, for the whole shares of Common Stock in the Participant’s Plan account and a cash payment shall be made for any fraction of a share.
          Notwithstanding anything in this Section 4.6 to the contrary, if the Participant so requests, the Plan Administrator shall sell such whole shares of Common Stock and remit to the Participant the proceeds, less any related brokerage commission and applicable stock transfer tax.

Exhibit 99.1 - 6


 

          4.7 Automatic Dividend Reinvestment: All shares purchased for the Participant pursuant to the Plan’s compensation deduction feature shall be credited to the Participant’s Plan Account and will automatically participate in, and be governed by, the terms and conditions of the Plan’s Dividend Reinvestment feature (as set forth in Article III above).
ARTICLE V. — PARTICIPATION BY OPTIONAL CASH INVESTMENT
          5.1 Enrollment: Any Stockholder may enroll in the Plan’s optional cash investment feature at any time after the Effective Date by completing either an Authorization Card or a Stock Purchase Form and returning it to the Plan Administrator. Authorization Cards and Stock Purchase Forms may be obtained by writing the Plan Administrator at the Company’s address.
          5.2 Investment Date: Optional cash investments will be applied by the Plan Administrator to the purchase of shares of Common Stock, if timely received, on the fifteenth (15th) day of each month or, if such day is not a business day for the Company, the first business day for the Company immediately following that date (the “Investment Date”). An optional cash investment is timely received if it is received by the Plan Administrator, with a properly completed Authorization Form or Stock Purchase Form, by the tenth (10th) day of the calendar month. Optional cash investments that are received by the Plan Administrator subsequent to that date will be applied on the next Investment Date.
          5.3 Investment Options: The Authorization Card or Stock Purchase Form shall provide for the purchase of additional shares of Common Stock through the following investment options:
               (a) Check or Money Order. A Participant may make an optional cash investment by enclosing a check or money order for the amount of the investment with an Authorization Form or Stock Purchase Form and returning it to the Plan Administrator. The check or money order must be made payable to the Company and drawn on a United States bank account. An investment by check or money order must be for not less than one hundred dollars ($100) and within any maximum amount set by the Company’s Board of Directors from time to time.
               (b) Automatic Bank Withdrawal. A Participant may make monthly optional cash investment(s) by completing the section of the Authorization Card or a Stock Purchase Form titled “Automatic Bank Withdrawal” with accurate account and routing information for the Participant’s United States bank account, including an account with Isabella Bank. Such form shall indicate whether the investment shall be a one-time

Exhibit 99.1 - 7


 

automatic bank withdrawal or repeating monthly automatic bank withdrawals, and the amount to be withdrawn. If repeating monthly automatic bank withdrawals are selected, the same amount must be withdrawn each month. An investment by automatic bank withdrawal must be for not less than twenty-five dollars ($25) per withdraw.
          5.4 Purchase of Common Stock: The Plan Administrator will invest amounts invested pursuant to this Article V by purchasing shares of Common Stock directly from the Company. Such purchases shall be made no later than the appropriate Investment Date, except where curtailment or suspension of purchases is necessary to comply with applicable provisions of federal or state laws.
          5.5 Amendment of Investment Options: A Participant may amend his or her investment options, or make a new investment election pursuant to this Article V, at any time, by submitting a new Authorization Card or Stock Purchase Form to the Plan Administrator at the Company’s address. Any amendment to a Participant’s investment options shall be effective as of the next Investment Date if received by the tenth (10th) day of the calendar month.
          5.6 Withdrawal of Enrollment: A Participant may withdraw from the Plan’s optional investment option at anytime by giving written notice to the Plan Administrator at the Company’s address. If the request to withdraw is received by the Plan Administrator by the tenth day (10th) of the calendar month, no monthly automatic bank withdrawal will be processed on the next Investment Date. If the request is not so received, the Plan Administrator will process such next monthly automatic bank withdrawal, and the withdrawal request will be processed as promptly as possible thereafter.
          As soon as practicable following withdrawal, the Plan Administrator shall send the Participant, at no charge, a certificate in the Participant’s name, for the whole shares of Common Stock in the Participant’s Plan account and a cash payment shall be made for any fraction of a share.
          Notwithstanding anything in this Section 5.6 to the contrary, if the Participant so requests, the Plan Administrator shall sell such whole shares of Common Stock and remit to the Participant the proceeds, less any related brokerage commission and applicable stock transfer taxes.
          5.7 Automatic Dividend Reinvestment: All shares purchased for the Participant pursuant to the Plan’s optional investment feature shall be credited to the Participant’s Plan Account and will automatically participate in, and be governed by, the terms and conditions, of the Plan’s Dividend Reinvestment feature (as set forth in Article III above).

Exhibit 99.1 - 8


 

ARTICLE VI. — PLAN OPERATION
          6.1 Per-Share Price of Common Stock: The per-share price of shares of Common Stock purchased from the Company under the Plan shall be determined as follows:
               (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.
          In making the determination, the Board of Directors will consider the financial condition of the Company and its recent operating results, values of publicly traded securities of other financial institutions giving effect to the relative book values and earnings of such institutions and the lack of liquidity of the Common Stock, and such other factors as the Board in its sole and absolute discretion deems relevant.
          6.2 Price of any Fraction of a Share: Whenever, pursuant to the terms of the Plan, a Participant receives cash for any fraction of a share of the Common Stock, said cash payment shall be determined on the basis of the most recent per-share price for shares of Common Stock purchased from the Company under the Plan.
          6.3 Commingling of Monies: In making purchases for Participant’s Plan Accounts, the Plan Administrator may commingle the Participant’s dividends and compensation deductions with those of others participating in the Plan. It is understood that any monies held under the Plan will not bear interest.

Exhibit 99.1 - 9


 

          6.4 Issuance of Stock Certificates:
               (a) Registration of Certificates. Certificates for shares of Common Stock purchased for a Participant shall be registered in the name of the Plan Administrator or its agent and, except as provided in (b) below, shall not be issued in the Participant’s name while the Participant is enrolled in the Plan.
               (b) Reissuance in Participant’s Name. A Participant may elect to receive a distribution of whole shares of Common Stock under the Plan only if he or she withdraws from Plan participation. Certificates for fractional shares of Common Stock shall not be issued under any circumstances.
          6.5 Costs to Participants: The Participant shall incur no costs for purchases of Common Stock by the Plan Administrator other than the purchase price. However, if at the time of termination of Plan participation a Participant directs the Plan Administrator to sell shares of Common Stock credited to the Participant’s Plan Account, the Participant shall pay any related brokerage commission and applicable stock transfer tax. Service charges, such as administration fees if the Plan should be administered by someone other than the Company, are the responsibility of the Company.
          6.6 Reports to Participants:
               (a) Purchase Reports. On a quarterly basis, each Participant shall receive a statement of his or her 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 relevant information for the year to date.
               (b) Other Reports. Each Participant shall receive copies of the same communications sent to all other holders of shares of Common Stock, including the Company’s quarterly reports and annual report to shareholders, a notice of the annual meeting and proxy statement and (if necessary) Internal Revenue Service information (on Form 1099) for reporting dividend income received.
               (c) Address. All notices, statements, and reports from the Plan Administrator to a Participant shall be addressed to the Participant at his or her last address of record with the Plan Administrator. The Participant agrees to notify the Plan Administrator promptly in writing of any change of address.
          6.7 Termination of Participant’s Plan Account: The Company may terminate a Participant’s Plan Account at any time in its discretion by giving written notice to the Participant. As soon as practicable following termination, the Plan Administrator shall send the Participant a certificate in the Participant’s name, for the

Exhibit 99.1 - 10


 

whole shares of Common Stock in the Participant’s Plan Account and a cash payment shall be made for any fraction of a share.
          Notwithstanding anything in the preceding paragraph to the contrary, if the Participant so requests, the Plan Administrator shall sell such whole shares of Common Stock and remit to the Participant the proceeds, less any related brokerage commission and applicable state transfer tax.
          6.8 Termination of the Plan:
          In the event the Company should terminate the Plan, as soon as practicable following termination, the Plan Administrator shall send each Participant a certificate in the Participant’s name, for the whole shares of Common Stock in the Participant’s Plan Account and a cash payment shall be made for any fraction of a share.
          Notwithstanding anything in the preceding paragraph to the contrary, if the Participant so requests, the Plan Administrator shall sell such whole shares of Common Stock and remit to the Participant the proceeds, less any related brokerage commission and applicable stock transfer tax.
ARTICLE VII. — ADMINISTRATION
          7.1 Appointment of Plan Administrator: The Plan shall be administered by the Plan Administrator which shall be the Company and its agents, chosen by the Company to administer the Plan.
          7.2 Duties of Plan Administrator: The Plan Administrator shall administer the Plan, keep records, send statements of account activity and other required reports to Participants, and perform any other duties related to the Plan. Shares of Common Stock purchased under the Plan and held by the Plan Administrator shall be registered in its name or the name of its agent designated for that purpose, as agent for each Participant in the Plan.
          7.3 Resignation of Plan Administrator: Should the Plan Administrator cease to act as agent for the Participants, the Company shall make other arrangements as it deems appropriate for the administration of the Plan.
          7.4 Liability of the Company and the Plan Administrator: Neither the Company, the Plan Administrator, nor any agent employed by the Plan Administrator shall be liable in administering the Plan or any act done in good faith, or for any good faith omission to act, including, without limitation, any claims of liability:
               (a) arising out of failure to terminate the Participant’s Plan Account upon such Participant’s death prior to receipt of notice in writing of such death;

Exhibit 99.1 - 11


 

               (b) with respect to the prices at which shares of Common Stock are purchased or sold for the Participant’s 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 a Participant might have under the Securities Exchange Act of 1934 or applicable federal and state securities laws); and
               (c) for any fluctuations in the market price after purchase or sale of shares of Common Stock.
ARTICLE VIII. — MISCELLANEOUS
          8.1 Non-Guarantee of Profit: Nothing contained herein shall be construed as an assurance by the Company of a profit to the Participant or protection against loss on shares of the Common Stock purchased under the Plan.
          8.2 Other Services: The Plan Administrator may charge the Participant for services performed at the request of a Participant and not provided for herein.
          8.3 Pledging of Common Stock: Shares of Common Stock credited to the Participant’s Plan Account under the Plan may not be pledged. A Participant who wishes to pledge such shares must withdraw from the Plan.
          8.4 Voting of Shares: For each meeting of shareholders, a Participant shall receive proxy material that will enable the Participant to vote both the shares of Common Stock registered in the Participant’s name directly and/or whole shares of Common Stock credited to the Participant’s Plan Account. Participants will not be permitted to vote fractional shares of Common Stock.
          8.5 Income Tax: It is understood by the Participant that the reinvestment of dividends and/or the reduction in a Participant’s compensation does not relieve the Participant of any income tax and applicable payroll taxes which may be payable. The Company shall not withhold taxes from dividends, unless the Internal Revenue Service directs the Company to withhold 20% of any dividend payment to specified Participants who under-report dividend income. In such a situation, the amount withheld shall not be reinvested under the Plan.
          8.6 Stock Dividends and Related Matters: Stock dividends in the form of Common Stock or stock splits distributed by the Company on shares of Common Stock held by the Plan Administrator for a Participant shall be credited to the Participant’s Plan Account. Certificates for such stock dividends and stock splits distributed on shares of Common Stock registered in the name of the Participant shall be mailed directly to the Participant. In

Exhibit 99.1 - 12


 

the event of a subscription rights offering or a dividend in the form of a stock other than Common Stock, such rights or other stock shall be mailed directly to a Participant in the Plan in the same manner as to holders of Common Stock not participating in the Plan.
          8.7 Suspension, Modification, or Termination of the Plan: Notwithstanding anything herein to the contrary, the Company reserves the right to interpret and regulate the Plan as it deems desirable or necessary. The Company reserves the right to suspend, modify or terminate the Plan at any time, but such action shall have no retroactive effect that would prejudice the interests of Participants. Notice of any such suspension, modification, or termination shall be sent to all Participants.
          8.8 Governing Law: The terms and conditions of this Plan, the Authorization Card and the Stock Purchase Forms signed by the Participant (which are each deemed a part of this Plan), and the Plan’s operation shall be governed by and construed in accordance with the laws of the state of Michigan and the rules of the Securities and Exchange Commission.
     Dated this 1st day of October, 2010.

Exhibit 99.1 - 13

(Back To Top)

Section 7: EX-99.2 (EX-99.2)

exv99w2
EXHIBIT 99.2
Authorization Cards

Exhibit 99.2 - 1


 

ISABELLA BANK CORPORATION
              
Stockholder Dividend Reinvestment and Employee Stock Purchase Plan Authorization
  Please enroll me in the Isabella Bank Corporation Stockholder Dividend Reinvestment and Employee Stock Purchase Plan (the “Plan”).
Card      SH
 
 
I hereby appoint the Plan Administrator as my agent under the terms and conditions of the Plan, as described in the Prospectus of the Plan that accompanied this card, to receive and apply the following to the purchase of shares, without charge, as provided in the Plan:
So that we may identify your account, please PRINT your name and
address below in addition to signing the card
 
.
   
 
  DIVIDEND REINVESTMENT (Please select only one option.)
 
  o 1. FULL DIVIDEND REINVESTMENT — Any dividends that may become payable to me on all Isabella Bank Corporation Common Stock now or hereafter registered to me.
 
   
 
  o 2. PARTIAL DIVIDEND REINVESTMENT — Any dividends that may become payable to me on the following shares of my Isabella Bank Corporation Common Stock.            Shs
 
 
 
   
 
  OPTIONAL CASH INVESTMENT (Please select only one option.)
 
  o 1. CHECK OR MONEY ORDER — The amount payable on the enclosed check or money order made payable to Isabella Bank Corporation, which amount is not less than $100.
 
   
 
  o 2. AUTOMATIC BANK WITHDRAWAL — $                    , which amount is not less than $25 and shall be automatically deducted from my United States bank account identified below by either a:
 
   
 
          o ONE-TIME AUTOMATIC BANK WITHDRAWAL, or
 
          o MONTHLY AUTOMATIC BANK WITHDRAWAL.
 
   
 
          Account Number:                                        
 
          Routing Number:                                         
 
   
 
 
       I understand that, if I selected Monthly Automatic Bank Withdrawals, my United States bank account identified above will be debited monthly in the amount requested on or about the 15th day of each month, until I change or revoke this authorization card.
 
   
 
  I understand that I may change or revoke this authorization card at any time by notifying the Plan Administrator, in writing, of my desire to change or withdraw my participation.
 
   
 
  Date                                                                    
 
  Stockholder                                                        
 
  Stockholder                                                                        
                                  All joint owners must sign.
INSTRUCTIONS
1.   Please check only one of boxes No. 1 or No. 2 under “DIVIDEND REINVESTMENT,” and only one of boxes No. 1 or No. 2 under “OPTIONAL CASH INVESTMENT.” If you check box No. 2 under “OPTIONAL CASH INVESTMENT,” you must also check a box to indicate whether the Automatic Bank Withdrawal should be one-time or monthly, and you must provide accurate account information.
2.   Under each of the options, regardless of the one you select, dividends received on shares accumulated and held under the Plan will be reinvested.

Exhibit 99.2 - 2


 

3.   Be sure to date and sign the card and return it to Isabella Bank Corporation, 401 N. Main St., Mt. Pleasant, Michigan, 48858, Attention: Plan Administrator of the Isabella Bank Corporation Stockholder Dividend Reinvestment and Employee Stock Purchase Plan.

Exhibit 99.2 - 3


 

ISABELLA BANK CORPORATION
              
Stockholder Dividend Reinvestment and Employee Stock Purchase Plan Authorization   Please enroll me in the Isabella Bank Corporation Stockholder Dividend Reinvestment and Employee Stock Purchase Plan (the “Plan”).

Card      EE
 
  PAYROLL DEDUCTION — I hereby appoint the Plan Administrator as my agent under the terms and conditions of the Plan, as described in the Prospectus of the Plan that accompanied this card, to receive and apply the following to the purchase of shares, without charge, as provided in the Plan:
So that we may identify your account, please PRINT your name and
address below in addition to signing the card.
 
 
   
 

  $                     of my periodic compensation check from                                                                (Name of Employer)
 
   
 


 
  I acknowledge that amounts deducted from my compensation checks will be subject to all applicable federal, state and local taxes even though I do not actually receive the deducted amount but, instead, it is applied to the purchase of Common Stock.
 
   
 
   
 
  I acknowledge that dividends received on shares held in my Plan account will automatically be reinvested in additional Common Stock.
 
   
 
  I understand that this authorization card will continue in effect without further action on my part, until I change or revoke it. I may change or revoke this authorization at any time by notifying the Plan Administrator, in writing, of my desire to change or withdraw my participation. However, I also understand that my request to change or withdraw my participation will be effective as of my next regular compensation check only if my employer receives notice thereof not less than 96 hours before compensation checks are distributed.
 
   
 
  Date                                                  
 
   
 
  Employee                                         
Be sure to date and sign the card and return it to Isabella Bank Corporation, 401 N. Main St., Mt. Pleasant, Michigan, 48858, Attention: Plan Administrator of the Isabella Bank Corporation Stockholder Dividend Reinvestment and Employee Stock Purchase Plan.

Exhibit 99.2 - 4

(Back To Top)

Section 8: EX-99.3 (EX-99.3)

exv99w3
EXHIBIT 99.3
Sample Stock Purchase Form

Exhibit 99.3 - 1


 

ISABELLA BANK CORPORATION
     
Stockholder Dividend Reinvestment and Employee Stock Purchase Plan Stock Purchase Form
 
  STOCK PURCHASE FORM — I hereby appoint the Plan Administrator as my agent under the terms and conditions of the Plan, as described in the Prospectus for the Plan, to receive and apply the following to the purchase of shares, without charge, as provided in the Plan:
 
   
So that we may identify your account, please PRINT your name and address below in addition to signing the card.
  OPTIONAL CASH INVESTMENT (Please select only one option.)
o 1. CHECK OR MONEY ORDER — The amount payable on the enclosed check or money order made payable to Isabella Bank Corporation, which amount is not less than $100.
 
 
 
 
  o 2. AUTOMATIC BANK WITHDRAWAL — $                    , which
 
  amount is not less than $25 and shall be automatically deducted from my United States bank account identified below by either a:
 
   
 
          o ONE-TIME AUTOMATIC BANK WITHDRAWAL, or
 
          o MONTHLY AUTOMATIC BANK WITHDRAWAL.
 
   
 
          Account Number:                                       
 
          Routing Number:                                        
 
   
 
 
       I understand that, if I selected Monthly Automatic Bank Withdrawals, my United States bank account identified above will be debited monthly in the amount requested on or about the 15th day of each month, until I change or revoke this authorization card.
 
   
 
  I acknowledge that dividends received on shares held in my Plan account will automatically be reinvested in additional Common Stock.
 
   
 
  Date                                                   
 
   
 
  Participant                                         
Be sure to date and sign the form and return it to Isabella Bank Corporation, 401 N. Main St., Mt. Pleasant, Michigan, 48858, Attention: Plan Administrator of the Isabella Bank Corporation Stockholder Dividend Reinvestment and Employee Stock Purchase Plan.

Exhibit 99.3 - 2

(Back To Top)