As filed with the Securities and Exchange Commission on December 14, 2001
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Fentura Bancorp, Inc.
(Exact name of registrant as specified in its character)
MICHIGAN 38-2806518
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
175 North Leroy, Fenton, Michigan 48430-0725
(810) 750-8725
(Address including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Copies of Communications to:
Donald L. Grill Donald L. Johnson
Fentura Bancorp, Inc. Varnum, Riddering, Schmidt & Howlett LLP
175 North Leroy 333 Bridge Street NW
Fenton, Michigan 48430-0725 Grand Rapids, Michigan 49504
(810) 629-2263 (616) 336-6000
(Name, address, including zip code, and telephone number,
including area code of agent for service)
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
-------------------------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
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. [ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of earlier effective registration
statement for the same offering. [ ]
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. [ ]
CALCULATION OF REGISTRATION FEE
----------------------- ------------------- ----------------------- ------------------------- -----------------------
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount Being Price Per Offering Registration
Being Registered Registered Unit (1) Price (1) Fee
----------------------- ------------------- ----------------------- ------------------------- -----------------------
Common Stock 100,000 Shares $25.50 $2,550,000.00 $650.00
----------------------- ------------------- ----------------------- ------------------------- -----------------------
(1) For purposes of calculating the registration fee only, the price shown is
based upon a per share price of $25.50, the average of the bid and ask
prices for the Common Stock of Registrant on December 12, 2001, in
accordance with Rule 457(c).
-------------------------
Pursuant to Rule 416(a) of the General Rules and Regulations under the
Securities Act of 1933, the Prospectus filed as a part of this Registration
Statement shall cover such additional securities as may be offered or issued to
prevent dilution resulting from stock splits, stock dividends or similar
transactions.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
FENTURA BANCORP, INC.
AMENDED AND RESTATED AUTOMATIC DIVIDEND REINVESTMENT PLAN
OFFERING UP TO 100,000 SHARES OF COMMON STOCK
The Amended and Restated Automatic Dividend Reinvestment Plan of Fentura
Bancorp, Inc., described herein, provides holders of our common stock with a
convenient method of purchasing additional shares of common stock without
payment of any brokerage commission or service charge.
The shares purchased under the plan may be newly issued shares or shares
purchased for plan participants in the open market, at our option. The plan does
not represent a change in our dividend policy or a guarantee of future
dividends, which will continue to depend on earnings, financial requirements and
other factors. Any shareholder of record owning not more than 9.9% of the total
outstanding common stock of Fentura Bancorp, Inc. in their own name is eligible
to participant in the plan.
Shareholders of our common stock who enroll in the plan will continue to be
enrolled unless they notify The State Bank that they wish to withdraw from
participation (see "Description of the Plan"). Our shareholders who do not wish
to participate in the plan will continue to receive cash dividends (if any), as
and when declared by our board of directors.
This Prospectus relates to shares of Fentura Bancorp, Inc. common stock
registered for purchase under the Fentura Bancorp, Inc. Amended and Restated
Automatic Dividend Reinvestment Plan. It is suggested that this Prospectus be
retained for future reference.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
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.
----------------
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT
SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT
INSURED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY.
----------------
The date of this Prospectus is December 14, 2001
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION..........................................................1
FENTURA BANCORP, INC...........................................................1
USE OF PROCEEDS................................................................1
DESCRIPTION OF THE PLAN........................................................1
LEGAL OPINION..................................................................5
EXPERTS........................................................................5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................5
INDEMNIFICATION................................................................6
AVAILABLE INFORMATION
We are subject to the information requirements of the Securities Exchange
Act of 1934 and in accordance therewith file reports, proxy statements and other
information with the Securities and Exchange Commission. Such reports, proxy
statements and other information are available to the public over the Internet
at the SEC's website at http://www.sec.gov. Also, any document we file with the
SEC can be inspected and copied at the offices of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the SEC located in
New York, New York, Chicago, Illinois, Miami, Florida, Denver, Colorado and Los
Angeles, California. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms or obtaining copies of any materials.
We have filed with the SEC a Registration Statement on Form S-3 (together
with all amendments and exhibits thereto referred to herein as the "Registration
Statement") under the Securities Act of 1933, as amended, 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 have
been omitted in accordance with the rules and regulations of the SEC. For
further information with respect to Fentura Bancorp, Inc. and the common stock
offered hereby, reference is made to the Registration Statement, including
documents incorporated by reference. Statements contained in this Prospectus
concerning the provisions of such documents are necessarily summaries of such
documents and each such statement is qualified in its entirety by reference to
the copy of the applicable document filed with the SEC.
We will furnish without charge to each person to whom this Prospectus is
delivered, upon the person's written or oral request, a copy of any or all of
the documents described under the caption "Incorporation of Certain Documents by
Reference," other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to:
Fentura Bancorp, Inc.
175 North Leroy
Fenton, Michigan 48430
(810) 750-8725
FENTURA BANCORP, INC.
Fentura Bancorp, Inc. is a financial holding company registered under the
Bank Holding Company Act, as amended, and the Gramm-Leach-Bliley Act. We offer a
full range of banking services and financial products through our subsidiary
banks: currently, The State Bank and Davison State Bank. Our principal executive
offices are located at 175 North Leroy, Fenton, Michigan 48430-0725, telephone
(810) 629-2263.
USE OF PROCEEDS
We have no basis for estimating precisely the prices at which the shares of
our common stock will be sold. However, 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, including investments in or advances to our
subsidiaries.
DESCRIPTION OF THE PLAN
The Fentura Bancorp, Inc. Amended and Restated Automatic Dividend
Reinvestment Plan is described in the following questions and answers. The plan
was approved by our board of directors on October 25, 2001, and became effective
as of December 14, 2001. We have initially reserved 100,000 shares of our
authorized and unissued common stock for issuance under the plan. All shares of
our common stock issued and to be issued pursuant to the plan have been or will
be, when issued, fully paid and nonassessable.
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1. WHAT IS THE PURPOSE OF THE PLAN AND WHAT ARE ITS ADVANTAGES?
The plan offers a convenient and economical way for the record holders of
our common stock to increase their ownership of shares of our common stock
without incurring brokerage commissions or service charges and without having to
pay full dealer mark-ups, if any.
To the extent that shares purchased under the plan are purchased from our
authorized and unissued shares of common stock, we will use the proceeds of the
sale for working capital or other general corporate purposes including
investments in or advances to our subsidiaries.
A participant in the plan may:
(a) automatically reinvest cash dividends of all shares of common
stock;
(b) automatically reinvest cash dividends of less than all shares of
our common stock and continue to receive cash dividends on remaining
shares;
(c) avoid trading fees, service charges or other fees in connection
with purchases under the plan;
(d) avoid record keeping requirements and costs for any and all shares
held by The State Bank through the free custodial service and reporting
provisions of the plan.
2. WHO ADMINISTERS THE PLAN AND WHAT REPORTS WILL PARTICIPANTS RECEIVE
CONCERNING THE PLAN?
The State Bank will administer the plan and will directly purchase shares
of our common stock from us or make market purchases of our common stock under
the plan for the participants. The State Bank will send each participant a
statement as soon as practicable following each purchase of shares of our common
stock. The State Bank will also provide plan participants with copies of any
amendments to the plan and any prospectuses relating to the plan together with
information for reporting dividend income for Federal income tax purposes. The
State Bank will maintain shares purchased under the plan as "book entry"
non-certificated securities. This means that paper certificates for shares
purchased under the plan will not be issued or sent to participants, to protect
participants from loss, theft or destruction of stock certificates, unless a
participant requests otherwise (see Question Number 10: "WILL CERTIFICATES BE
ISSUED TO PLAN PARTICIPANTS FOR SHARES PURCHASED?" below).
All inquiries, notices, requests and other communications by participants
concerning the plan should be sent to:
The State Bank
175 North Leroy
Fenton, Michigan 48430
(800) 750-8725
We reserve the right to delegate the administration of the plan at any time
and without prior notice to plan participants.
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any shareholder of record owning not greater than 9.9% of the outstanding
shares of our common stock in his or her own name is eligible to participate in
the plan. If any shareholder owns stock which is registered in a different name
and wishes to participate in the plan, it will be necessary for him or her to
withdraw his or her shares from "street name" or other registration and register
the stock in his or her own name.
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4. HOW DOES AN ELIGIBLE STOCKHOLDER PARTICIPATE?
Any eligible shareholder may participate in the plan at any time by
completing a Shareholder Authorization Form and returning it to The State Bank.
The Shareholder Authorization Form will direct The State Bank to apply cash
dividends from shares of our common stock, owned of record by the participant
and designated in the Shareholder Authorization Form, to be used to purchase
shares of our common stock. If a Shareholder Authorization Form is received
later than the record date for a cash dividend, the dividend will be paid to the
participant in cash and participation in the plan will begin as of the next
dividend payment date. A new Shareholder Authorization Form, decreasing or
increasing the amount of stock subject to the plan, may be submitted at any
time.
Shareholders may choose to either:
Use the cash dividends paid on ALL shares of our common stock owned by
the participant at the dividend record date to purchase as many shares
as possible.
Use the cash dividends paid on ONLY A SPECIFIED NUMBER of shares
(rounded to the nearest whole share) of our common stock owned by the
participant at the dividend record date to purchase as many shares as
possible, with the remaining dividend paid to the participant by
check.
5. WHEN WILL FUNDS BE INVESTED UNDER THE PLAN?
Cash dividends (if any) will be invested within a reasonable time after the
dividend payment date.
6. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the plan may come from our authorized and unissued
shares, if we deem it advisable, or come from shares purchased in the open
market. Any market purchases may be in negotiated transactions and may be on
such terms as The State Bank may determine.
7. WHAT IS THE PURCHASE PRICE OF THE SHARES?
The purchase price of shares purchased pursuant to the plan will be at the
"Current Market Price", as defined below. If shares of authorized but unissued
common stock are purchased directly from us with a participant's cash dividends,
the Current Market Price will be the average of the closing bid and asked prices
during the five trading days immediately preceding the dividend payment date. If
purchases are made in the open market, the Current Market Price will be the
weighted average price of the shares purchased for all plan participants in
respect to a particular dividend payment date.
8. HOW MANY SHARES OF OUR COMMON STOCK WILL BE PURCHASED FOR A PARTICIPANT?
The number of shares of our common stock to be purchased depends on the
amount of the participant's dividends and the price paid for the shares.
Dividends designated by a participant will be used to purchase as many shares as
possible. (See Question Number 4: "HOW DOES AN ELIGIBLE STOCKHOLDER
PARTICIPATE?" above).
9. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN?
Plan participants will not be responsible for payment of any brokerage
commissions or fees or service charges in connection with the purchase of shares
of our common stock under the plan whether their shares are newly issued or
purchased on the open market.
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10. WILL CERTIFICATES BE ISSUED TO PLAN PARTICIPANTS FOR SHARES PURCHASED?
Normally, paper certificates for shares purchased under the plan will not
be issued to plan participants. Instead, shares purchased for each participant
will be credited to his or her shareholder account that The State Bank maintains
and held in "book entry" form for safety and convenience. However, we may elect
or a participant may choose (by written notice to The State Bank) to have
certificates for any number of shares credited to participant's account
furnished to that participant without affecting his or her participation in the
plan.
11. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the plan at any time by notifying The State
Bank in writing. If a participant's request to withdraw is received before a
dividend record date, the amount of the dividend which would have otherwise been
applied for the purchase of shares of our common stock on the related dividend
payment date and all subsequent dividends will be paid to the withdrawing
participant unless he or she re-enrolls in the plan (see Question Number 4: "How
Does AN ELIGIBLE STOCKHOLDER PARTICIPATE?" above). If the request is received on
or after the record date, but before the dividend payment date, shares will be
purchased for the participant's account and, as a result, the procedure outlined
below for delivery of certificates, sale of shares and cash payments will be
followed.
When a participant withdraws from the plan, he or she may request that a
certificate for the whole shares credited to his or her account under the plan
be issued to the participant. If the participant's account contains fractional
shares, a cash payment equal to the fair market value of the common stock, as
determined by us, multiplied by such fraction, together with certificates for
the whole shares, will be mailed directly to the participate. A participant may
not request that The State Bank sell the whole shares credited to his or her
plan account or that we purchase any whole shares.
Generally, it will require ten days to two weeks from the time notice of
withdrawal from the plan is received until share certificates and the cash
payment for any fractional shares are mailed to a participant. A longer time is
required if the notice is received between a dividend record date and the
dividend payment date.
An eligible shareholder may again become a participant at any time
following his or her withdrawal by following the procedures then in effect for
enrollment in the plan (see Question Number 4: "How Does AN ELIGIBLE STOCKHOLDER
PARTICIPATE?" above).
12. WHAT HAPPENS IF WE ISSUE A STOCK DIVIDEND, DECLARE A STOCK SPLIT, OR
HAVE A RIGHTS OFFERING?
Stock dividends in the form of common stock or split shares we distribute
on shares of common stock held in "book entry" form for a participant will be
credited to the participant's shareholder account. Certificates for stock
dividends and split shares distributed on shares of our common stock that are
held in certificate form by and in the name of the participant will be mailed
directly to that participant. In the event of a subscription rights offering or
a dividend in the form of stock other than our common stock, such rights or such
stock will be mailed directly to participants in the plan in the same manner as
to holders of our common stock not participating in the plan.
13. WHO VOTES THE SHARES HELD IN THE PLAN?
Each plan participant will, for all purposes, be the record owner of all
shares standing in his or her name, and will have full voting rights as to all
whole shares held by that participant, the same as if a paper certificate had
been issued to each participant.
14. WHAT IS THE TAX STATUS OF REINVESTED CASH DIVIDENDS AND SHARES OF OUR
COMMON STOCK ACQUIRED THROUGH THE PLAN?
Participants are advised to consult their own tax advisors with respect to
the tax consequences of their participation in the plan. The reinvestment of
cash dividends does not relieve the participant of any income tax payable on
such dividends. In general, we believe that stockholders who participate in the
plan will have the same Federal and
4
state income tax consequences with respect to dividends payable to them, as any
other holder of our common stock. A plan participant 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
the participant's shares, even though that amount is not actually received by
the participant in cash but, instead, is applied to the purchase of additional
shares of our common stock for the participant's account under the plan. Each
year a participant will receive all required Federal income tax statements which
reflect the dividends paid on shares of our common stock registered in the
participant's name and the dividends paid on the participant's credited shares
of our common stock under the plan.
Generally, any service fees paid on a participant's behalf are not subject
to income taxes. Also, when open market purchases of our common stock are made,
the pro-rata share of any brokerage fees attributable to such purchases will be
included in the per-share price. The participant's tax basis for each share is
the per-share price.
A participant will not realize any taxable income upon receipt of
certificates for shares of our common stock acquired through the plan. Gain or
loss may also be recognized by a participant when shares of our common stock are
sold by the participant after withdrawal from the plan. The amount of such gain
or loss will be the difference between the amount a participant receives for
such shares and the purchase cost thereof. Statements of a participant's plan
account should be retained by the participant to help determine the tax basis of
shares of our common stock acquired through the plan.
15. WHAT IS OUR RESPONSIBILITY UNDER THE PLAN?
Neither The State Bank nor Fentura Bancorp, Inc. 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 the participant's plan account upon such
participant's death prior to receipt of notice in writing of such death; (2)
with respect to the prices at which shares of our common stock are purchased or
sold for the participant's plan account and 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
federal or applicable state securities laws); and (3) for any fluctuations in
the market price after purchase or sale of shares of our common stock.
16. WHO INTERPRETS AND REGULATES THE PLAN?
Our board of directors reserves the right to interpret and regulate the
plan.
17. MAY THE PLAN BE AMENDED OR DISCONTINUED?
Our board of directors may suspend, amend, or terminate the plan at any
time. Plan participants will be notified of any such suspension, amendment or
termination.
LEGAL OPINION
The validity of the shares of our common stock being offered has been
passed upon by Varnum, Riddering, Schmidt & Howlett LLP, Grand Rapids, Michigan.
EXPERTS
Our financial statements dated as of December 31, 2000 and 1999
incorporated by reference in this prospectus have been incorporated herein in
reliance upon the report of Grant Thornton LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed in (a) through (d) below and all documents
subsequently filed pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, prior to the termination of the offering, shall
be deemed to be incorporated by reference in this prospectus.
5
(a) Our latest annual report on Form 10-K filed pursuant to Section
13(a) of the Securities Exchange Act of 1934 which contains, either
directly or by incorporation by reference, audited financial statements for
our latest fiscal year for which a Form 10-K was required to have been
filed.
(b) Our Proxy Statement for the Annual Meeting of Shareholders held on
April 25, 2001 filed pursuant to Section 14(a) of the Securities Exchange
Act of 1934.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual report referred to in (a) above.
(d) The description of our common stock, registered under Section 12
of the Securities Exchange Act of 1934, contained in our Form 10-SB, filed
with the SEC, including any amendment or reports filed for the purpose of
updating such description.
(e) All information included in the future in appendices to the
Fentura Bancorp, Inc. Amended and Restated Automatic Dividend Reinvestment
Plan Prospectus.
INDEMNIFICATION
The Michigan Business Corporation Act and provisions of the Bylaws of
Fentura Bancorp, Inc. ("Corporation") provide for indemnification of our
directors and officers in a variety of circumstances against liabilities arising
in connection with the performance of their duties. The Corporation's Bylaws
provide that its directors and officers are to be indemnified as of right to the
fullest extent permitted under the Michigan Business Corporation Act ("MBCA").
Under the MBCA, directors, officers, employees or agents are entitled to
indemnification against expenses (including attorneys' fees) whenever they
successfully defend legal proceedings brought against them by reason of the fact
that they hold such a position with the corporation. In addition, with respect
to actions not brought by or in the right of the corporation, indemnification is
permitted under the MBCA for expenses (including attorneys' fees), judgments,
fines, penalties and reasonable settlement if it is determined that the person
seeking indemnification acted in a good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders and, with respect to criminal proceedings, he or
she had no reasonable cause to believe that his or her conduct was unlawful.
With respect to actions brought by or in the right of the corporation,
indemnification is permitted under the MBCA for expenses (including attorneys'
fees) and reasonable settlements, if it is determined that the person seeking
indemnification acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation or its
shareholders; provided, indemnification is not permitted if the person is found
liable to the corporation, unless the court in which the action or suit was
brought has determined that indemnification is fair and reasonable in view of
all the circumstances of the case.
In addition to the available indemnification referenced above, the
Corporation's Articles of Incorporation, as amended, limit the personal
liability of the members of its Board of Directors for monetary damages with
respect to claims by the Corporation or its shareholders resulting from certain
negligent acts or omissions.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
================================================================================
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations not contained or incorporated by
reference in this Prospectus in connection with any offering to be made by this
Prospectus. If given or made, such information or representations must not be
relied upon as having been authorized by Fentura Bancorp, Inc. This Prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, any
securities descended herein, in any jurisdiction where, or to any person to
whom, it is unlawful to make such offer or solicitation. Neither the delivery of
this Prospectus nor any offer or sale made hereunder shall, under any
6
circumstance, create an implication that there has been no change in the facts
set forth in this Prospectus or in the affairs of Fentura Bancorp, Inc. since
the date hereof.
FENTURA BANCORP, INC.
7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Expenses in connection with the securities being registered herein are
estimated to be as follows:
Registration fee................................... 650
Blue Sky fees and expenses......................... 2,000
Printing........................................... 200
Legal fees and expenses............................ 4,000
Accountants fees and expenses...................... 1,000
Miscellaneous expenses............................. 2,500
------
Total..................................... $ 10,350
======
Item 15. Indemnification of Directors and Officers.
The Bylaws of Fentura Bancorp, Inc. ("Corporation") provide that its
directors and officers are to be indemnified as of right to the fullest extent
permitted under the Michigan Business Corporation Act ("MBCA"). Under the MBCA,
directors, officers, employees or agents are entitled to indemnification against
expenses (including attorneys' fees) whenever they successfully defend legal
proceedings brought against them by reason of the fact that they hold such a
position with the corporation. In addition, with respect to actions not brought
by or in the right of the corporation, indemnification is permitted under the
MBCA for expenses (including attorneys' fees), judgments, fines, penalties and
reasonable settlement if it is determined that the person seeking
indemnification acted in a good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation or its
shareholders and, with respect to criminal proceedings, he or she had no
reasonable cause to believe that his or her conduct was unlawful. With respect
to actions brought by or in the right of the corporation, indemnification is
permitted under the MBCA for expenses (including attorneys' fees) and reasonable
settlements, if it is determined that the person seeking indemnification acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders; provided,
indemnification is not permitted if the person is found liable to the
corporation, unless the court in which the action or suit was brought has
determined that indemnification is fair and reasonable in view of all the
circumstances of the case.
In addition to the available indemnification referenced above, the
Corporation's Articles of Incorporation, as amended, limit the personal
liability of the members of its Board of Directors for monetary damages with
respect to claims by the Corporation or its shareholders resulting from certain
negligent acts or omissions.
Under an insurance policy maintained by the Corporation, the directors and
officers of the Corporation are insured within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.
Item 16. Exhibits
Reference is made to the Exhibit Index which appears on page 10.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
8
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by section 10(a)(3) of
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the
effective date of the 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 registration
statement;
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant 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 a new
registration statement relating to the securities offered therein, and offering
of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
Securities Exchange Act of 1934 that is incorporated by reference in the
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.
9
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 Fenton, State of Michigan, on the 11th day of
December, 2001.
FENTURA BANCORP, INC.
By /s/ Donald L. Grill
Donald L. Grill, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on December 11, 2001, by the
following persons in the capacities indicated.
/s/ Russell H. VanGilder* /s/ Forrest A. Shook*
Russell H. VanGilder, Jr., Forrest A. Shook, Vice Chairman
Chairman of the Board of Directors of the Board of Directors
/s/ David A. Duthie* /s/ Peggy L. Haw-Jury*
David A. Duthie, Director Peggy L. Haw-Jury, Director
/s/ David Karr* /s/ Thomas P. McKenney*
David Karr, Director Thomas P. McKenney, Director
/s/ Ronald L. Justice, Chief Financial
Officer and Secretary (also Principal
Accounting Officer)
* By /s/ Donald L. Grill
Donald L. Grill
Attorney-in-Fact
10
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Articles of Incorporation of Fentura Bancorp, Inc.*
4.2 Amendment to Articles of Incorporation of Fentura Bancorp, Inc.**
4.3 Bylaws of Fentura Bancorp, Inc.*
4.4 Specimen Stock Certificate
5.1 Opinion of Varnum, Riddering, Schmidt & Howlett LLP
regarding legality of securities being registered
23.1 Consent of Independent Accountants
23.2 Consent of Varnum, Riddering, Schmidt & Howlett LLP
(included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this
registration statement)
99.1 Shareholder Authorization Form
*Incorporated by Reference to Form 10-SB Registration Number 0-27550.
**Incorporated by Reference to Form 10-K filed on March 20, 2001.
11
Exhibit 4.4
Specimen Stock Certificate
NUMBER SHARES
Incorporated Under the Law of the State of Michigan
Fentura Bancorp, Inc.
One Fenton Square, Fenton, Michigan 48430-0725
This Certifies that ________________________ is the owner of ___________________
Shares of the Capital Stock of Fentura Bancorp, Inc., par value Five Dollars
($5.00) per share transferable only on the books of the Corporation by the
holder hereof in person or by Attorney upon surrender of this Certificate
properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this _______________ date of _________________ A.D. ________
Countersigned:
The State Bank
One Fenton Square
P.O. Box 725
Fenton, MI 48430-0725
Transfer Agent
By: _____________________________________ President
Authorized Signature
CERTIFICATE
FOR
SHARES
OF THE
Capital Stock
Fentura Bancorp, Inc.
ISSUED TO
___________________________
DATED
___________________________
For Value Received, ______________________ hereby sell, assign and transfer unto
________________________________________________________________________________
____________________________________________________________________ Shares of
the Capital Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _________________________________ to transfer
the said Stock on the books of the within named Corporation with full power of
substitution in the premises.
Dated _________________
In presence of
_______________________________________
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Exhibit 5.1
Opinion of Varnum, Riddering, Schmidt & Howlett LLP
regarding Legality of Securities being Registered
December 10, 2001
Fentura Bancorp, Inc.
175 North Leroy
Fenton, Michigan 48430
Re: Registration Statement on Form S-3 Relating to Fentura Bancorp, Inc.
Common Stock
Gentlemen:
With respect to the Registration Statement on Form S-3 (the "Registration
Statement"), filed by Fentura Bancorp, Inc., a Michigan corporation (the
"Company"), with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended, 100,000 shares of the
Company's common stock, no par value, for issuance as described, we have
examined such documents and questions of law we consider necessary or
appropriate for the purpose of giving this opinion. On the basis of such
evaluation, we advise you that in our opinion the 100,000 shares covered by the
Registration Statement have been duly and validly authorized by Fentura Bancorp,
Inc., and, when sold, will have been duly and validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or under the rules and regulations of
the Securities and Exchange Commission relating thereto.
Sincerely,
VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP
/s/ Varnum, Riddering, Schmidt & Howlett LLP
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 26, 2001, accompanying the consolidated
financial statements incorporated by reference in the Annual Report of Fentura
Bancorp, Inc. on Form 10-K for the year ended December 31, 2000. We hereby
consent to the incorporation by reference of said reports in the Registration
Statements of Fentura Bancorp, Inc. on Forms S-3 effective December 10, 2001 and
to the use of our name as it appears under the caption "Experts."
/s/ Grant Thornton LLP
Southfield, Michigan
December 10, 2001
Exhibit 99.1
Shareholder Authorization Form
FENTURA BANCORP, INC.
AMENDED AND RESTATED AUTOMATIC DIVIDEND REINVESTMENT PLAN
AUTHORIZATION FORM
*** Please Refer to Instructions on Reverse Side***
Please enroll me in the Amended and Restated Automatic Dividend Reinvestment
Plan (the "Plan") of Fentura Bancorp, Inc. (the "Corporation") as indicated in
this Authorization Form.
I have checked the box below to indicate how I wish to participate in the Plan.
Option 1 FULL DIVIDEND REINVESTMENT
[ ] Reinvest the cash dividends paid
on all Fentura Bancorp Common
Stock now or hereafter registered
in my name, in shares of Fentura
Bancorp Common stock.
Option 2 PERCENTAGE DIVIDEND REINVESTMENT
[ ] Reinvest the cash dividends paid
on ___% of all Fentura Bancorp
Common Stock now or hereafter
registered in my name (rounded to
the nearest whole share), in
shares of Fentura Bancorp Common
stock. Pay me by check for cash
dividends on the remaining shares
for which dividends are not
reinvested.
_______________________________________ __________________________________
Print Name As Shares Are Required Signature
_______________________________________ __________________________________
Print Name As Shares Are Required Signature
_______________________________________ __________________________________
Print Name As Shares Are Required Signature
_______________________________________ __________________________________
Print Name As Shares Are Required Signature
(All registered holders must sign name on this Authorization Form.)
___________________________________/______________
Tax ID or SS No. Date
INSTRUCTIONS
Completion of this Authorization Form directs The State Bank, who will
administer the Plan for the Corporation, to apply your cash dividends in
accordance with the option you have selected.
FULL DIVIDEND REINVESTMENT
This option directs The State Bank to use the cash dividends from all of the
shares of Common Stock now or hereafter registered in your name to purchase
additional shares of Common Stock.
PERCENTAGE DIVIDEND REINVESTMENT
This option directs The State Bank to use the cash dividends from the specified
percentage of the shares of Common Stock, which are now or hereafter registered
in your name, to purchase additional share of Common Stock. For example, if you
own 500 shares of Common Stock, and you want to apply 75% of the cash dividend
on your shares to purchase additional shares, check off the "Percentage Dividend
Reinvestment" box and fill in 75 on the blank line in front of "% of." A check
for the remaining 25% of cash dividends will continue to be mailed to you.
Your participation is subject to the terms of the prospectus describing the Plan
and the Plan itself. You may withdraw or change your election by notifying The
State Bank in writing.
Please address all inquiries concerning the Plan to The State Bank, 175 N. Leroy
St., PO Box 725, Fenton, Michigan 48430-0725; phone 810-750-8725.
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You may withdraw or change your election by notifying The State Bank in writing.
Please address all inquiries concerning the Plan to The State Bank, 175 N. Leroy
St., PO Box 725, Fenton, Michigan 48430-0725; phone 810-750-8725.
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