UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 31, 2010
INDEPENDENT BANK CORPORATION
(Exact name of registrant as
specified in its charter)
Michigan (State or other jurisdiction of incorporation) |
0-7818 (Commission File Number) |
38-2032782 (IRS Employer Identification No.) |
230 West Main Street Ionia, Michigan (Address of principal executive office) |
48846 (Zip Code) |
Registrant's telephone number,
including area code:
(616) 527-9450
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Amendment to Articles of Incorporation
On August 31, 2010, Independent Bank Corporation (the "Company") filed with the State of Michigan an amendment to the Company's Articles of Incorporation, which effected a 1-for-10 reverse stock split of the Company's issued and outstanding common stock, effective August 31, 2010. A copy of the amendment is attached to this Form 8-K as Exhibit 3.1 and is incorporated in this Item 5.03 by reference.
Trading of the Company's common stock on the NASDAQ Global Select Market on a split-adjusted basis will begin at the open of trading on September 1, 2010.
The Company's shares will continue to trade on the NASDAQ Global Select Market under the symbol "IBCP" with the letter "D" added to the end of the trading symbol for a period of 20 trading days to indicate that the reverse stock split has occurred. As a result of the reverse stock split, every 10 shares of the Company's common stock issued and outstanding immediately prior to the effective date will be combined and reclassified into 1 share of common stock. The Company will not issue fractional shares of common stock. Fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share.
Letters of transmittal are being to be sent to stockholders of record.
Item 9.01 Financial Statements and Exhibits
(d) |
Exhibits |
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3.1 |
Certificate of Amendment to the Articles of Incorporation filed with the State of Michigan on August 31, 2010. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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INDEPENDENT BANK CORPORATION |
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(Registrant) |
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Date: August 31, 2010 |
/s/ Robert N. Shuster |
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By: Robert N. Shuster |
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Its: Executive Vice President and Chief Financial Officer |