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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 2006
IBT BANCORP, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN
(State or other jurisdiction of incorporation)
0-18415 38-2830092
(Commission File Number) (IRS Employer Identification No.)
200 East Broadway, Mt. Pleasant, Michigan 48858
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (989) 772-9471
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:
[ ] 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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EXPLANATORY NOTE
On October 6, 2006, IBT Bancorp, Inc. (IBT) filed a Current Report on Form 8-K
reporting the consummation of the acquisition of The Farwell State Savings Bank
by IBT's wholly-owned subsidiary, The Farmers State Bank of Breckenridge.
IBT indicated in such report that it would file certain financial information by
amendment, as permitted under Item 9.01 of Form 8-K. The purpose of this
amendment is to include the required financial information.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
The following audited historical financial statements of The Farwell State
Savings Bank were previously filed as part of IBT Bancorp, Inc.'s Form S-4
filed with the Securities and Exchange Commission on June 30, 2006 (File
No. 333-135565), and are incorporated into this Item 9.01(a) by reference:
Report of Rehmann Robson, Independent Auditors
Balance Sheet as of December 31, 2005
Statement of Income for the Year ended December 31, 2005
Statement of Comprehensive Income for the Year ended December 31, 2005
Statement of Changes in Stockholders' Equity for the Year ended
December 31, 2005
Statement of Cash Flows for the Year ended December 31, 2005
Notes to Financial Statements
The interim unaudited financial statements of The Farwell State Savings
Bank as of September 30, 2006 and for the nine months ended September 30,
2006 and 2005 are filed as Exhibit 99.3 to this Current Report on Form
8-K/A and incorporated into this Item 9.01(a) by reference.
(b) Pro forma financial information.
Unaudited combined pro forma balance sheet of IBT Bancorp, Inc. and The
Farwell State Savings Bank as of September 30, 2006 and unaudited combined
pro forma statements of income for the nine months ended September 30, 2006
and for the year ended December 31, 2005 are filed as Exhibit 99.4 to this
Current Report on Form 8-K/A and incorporated into this Item 9.01(b) by
reference.
(d) The following exhibits are included with this Report:
2.1 Amended and Restated Agreement and Plan of Merger, dated May 2, 2006,
among The Farmers State Bank of Breckenridge, The Farwell State
Savings Bank and IBT Bancorp, Inc. (incorporated by reference to
Exhibit 2.1 to IBT Bancorp, Inc.'s Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 5, 2006).
10.1 Employment Agreement dated October 3, 2006, between FSB Bank and
Thomas Kedrowski (incorporated by reference to Exhibit 2.1 to IBT
Bancorp, Inc.'s Current Report on Form 8-K filed with the Securities
and Exchange Commission on May 5, 2006).
23.1 Consent of Rehmann Robson
99.1 Press Release of IBT Bancorp, Inc. dated October 5, 2006 (incorporated
by reference to Exhibit 99.1 to IBT Bancorp, Inc's Current Report on
Form 8-K filed with the Securities and Exchange Commission on October
6, 2006).
99.2 Audited financial statements of The Farwell State Savings Bank as of
December 31, 2005 and for the year then ended (incorporated by
reference to IBT Bancorp, Inc.'s Form S-4 with the Securities and
Exchange Commission on June 30, 2006 (File No. 333-135565)).
99.3 Interim unaudited balance sheet of The Farwell State Savings Bank as
of September 30, 2006 and unaudited statements of income,
comprehensive income, changes in shareholders' equity, and cash flows
for the nine months ended September 30, 2006 and 2005.
99.4 Unaudited combined pro forma balance sheet of IBT Bancorp, Inc. and
The Farwell State Savings Bank as of September 30, 2006 and unaudited
combined pro forma statements of income for the nine months ended
September 30, 2006 and for the year ended December 31, 2005.
SIGNATURES
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 hereunto duly authorized.
Dated: December 18, 2006 IBT BANCORP, INC.
By: /s/ Dennis P. Angner
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Dennis P. Angner, President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
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Exhibit 23.1 Consent of Rehmann Robson
Exhibit 99.3 Interim unaudited balance sheet of The Farwell State Savings
Bank as of September 30, 2006 and unaudited statements of
income, comprehensive income, changes in shareholders' equity,
and cash flows for the nine months ended September 30, 2006 and
2005.
Exhibit 99.4 Unaudited combined pro forma balance sheet of IBT Bancorp, Inc.
and The Farwell State Savings Bank as of September 30, 2006 and
unaudited combined pro forma statements of income for the nine
months ended September 30, 2006 and for the year ended December
31, 2005.