sv3dpos
As
filed with the Securities and Exchange Commission on October16, 2006
Registration No. 333-120182
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3D/POS
Post-Effective Amendment No. 1 To Registration Statement
Under
The Securities Act of 1933
FENTURA FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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38-2806518 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. employer
identification no.) |
One Fenton Square, P.O. Box 725
Fenton, Michigan 48430-0725
(810) 750-8725
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices)
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With a copy to: |
Donald L. Grill
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Timothy E. Kraepel |
President and Chief Executive Officer
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Howard & Howard Attorneys, P.C. |
Fentura Financial, Inc.
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The Pinehurst Office Center, Suite 101 |
One Fenton Square, P.O. Box 725
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39400 Woodward Avenue |
Fenton, Michigan 48430-0725
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Bloomfield Hills, Michigan 48304-5151 |
(810) 750-8725
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(248) 645-1483 |
(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: From time to time after
the effective date of this Registration Statement, as determined by market conditions.
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 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 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
No additional securities are being registered. Registration fees were paid with the
original filing of Registration Statement No. 333-120182 on November 3, 2004. No additional
registration fees are required.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 amends the Amended and Restated Automatic Dividend
Reinvestment Plan (the “Plan”) of Fentura Financial, Inc. as follows:
1. Effective, July 10, 2006, the new administrator and agent of the Plan is Illinois Stock
Transfer Company, 209 W. Jackson Blvd., Suite 903, Chicago, Illinois, 60606. Accordingly, all
references in the Prospectus dated January 17, 2005, to the Plan’s previous administrator, The
State Bank, are hereby changed to Illinois Stock Transfer Company (the “Plan Administrator”).
2. Other minor and nonmaterial changes have also been made to the Plan.
PROSPECTUS
FENTURA FINANCIAL, INC.
AMENDED AND RESTATED AUTOMATIC DIVIDEND REINVESTMENT PLAN
OFFERING UP TO 200,000 SHARES OF COMMON STOCK
The Amended and Restated Automatic Dividend Reinvestment Plan of Fentura Financial, 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 Financial, 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 Transfer Agent 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 Financial, Inc. common stock registered for
purchase under the Fentura Financial, Inc. Amended and Restated Automatic Dividend Reinvestment
Plan. It is suggested that this Prospectus be retained for future reference.
Our common stock is quoted on the OTC Bulletin Board under the symbol “FETM.” The last
reported sale price of our common stock on the OTC Bulletin Board on October 11, 2006
was $32.60 per share.
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 October 11, 2006
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 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room 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 Financial, 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 Financial, Inc.
175 North Leroy
Fenton, Michigan 48430-0725
(810) 750-8725
FENTURA FINANCIAL, INC.
Fentura Financial, 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, Davison State Bank
and West Michigan Community 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 Financial, Inc. Amended and Restated Automatic Dividend Reinvestment Plan is
described in the following questions and answers. The plan was originally approved by our board of
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directors on October 25, 2001, and became effective as of December 14, 2001. We have currently
reserved 200,000 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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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
Transfer Agent through the free custodial service and reporting provisions of the plan.
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WHO ADMINISTERS THE PLAN AND WHAT REPORTS WILL PARTICIPANTS RECEIVE CONCERNING
THE PLAN? |
Illinois Stock Transfer Company 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. Illinois Stock Transfer Company will send each participant a statement as soon as
practicable following each purchase of shares of our common stock. Illinois Stock Transfer Company
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. Illinois Stock Transfer Company 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:
Illinois Stock Transfer Company
209 W. Jackson Blvd., Suite 903
Chicago, Illinois 60606
312-427-2953 or 800-757-5755
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We reserve the right to delegate the administration of the plan at any time and without prior
notice to plan participants.
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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’s stock is
registered in “street name” through their broker or in the name of a nominee and that shareholder
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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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 Illinois Stock Transfer Company. The Shareholder
Authorization Form will direct Illinois Stock Transfer Company 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.
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WHEN WILL FUNDS BE INVESTED UNDER THE PLAN? |
Cash dividends (if any) will be invested within a reasonable time after the dividend payment
date.
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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 Illinois Stock Transfer Company may determine.
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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.
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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).
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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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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 Illinois Stock Transfer Company maintains and held in “book entry” form
for safety and convenience. However, we may elect or a participant may choose (by written notice
to Illinois Stock Transfer Company) to have certificates for any number of shares credited to a
participant’s account furnished to that participant without affecting his or her participation in
the plan.
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HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN? |
A participant may withdraw from the plan at any time by notifying the Transfer Agent 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
Illinois Stock Transfer Company 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.
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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).
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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.
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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.
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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 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.
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WHAT IS OUR RESPONSIBILITY UNDER THE PLAN? |
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Neither Illinois Stock Transfer Company nor Fentura Financial, 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.
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WHO INTERPRETS AND REGULATES THE PLAN? |
Our board of directors reserves the right to interpret and regulate the plan.
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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 as of December 31, 2005 and 2004 and for each of the three years in
the period ended December 31, 2005 incorporated by reference in this prospectus have been
incorporated herein in reliance upon the report of Crowe Chizek and Company LLC, independent
registered 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.
(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, 2006
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.
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(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 Financial, Inc.
Amended and Restated Automatic Dividend Reinvestment Plan Prospectus.
INDEMNIFICATION
The Michigan Business Corporation Act and provisions of the Bylaws of Fentura Financial, 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Reference is made to the Exhibit Index which appears on page 12.
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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 Financial, 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 circumstance, create an implication that there has been no change
in the facts set forth in this Prospectus or in the affairs of Fentura Financial, Inc. since the
date hereof.
FENTURA FINANCIAL, INC.
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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 Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Fenton, State of Michigan, on the 28 day of
September, 2006.
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FENTURA FINANCIAL, INC. |
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By
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/s/ Donald L. Grill
Donald L. Grill, President and Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Donald L. Grill and Douglas J. Kelley, and each of them singly, as true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign the Registration Statement filed herewith
and any or all amendments to said Registration Statement (including post-effective amendments and
registration statements filed pursuant to Rule 462 and otherwise), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission granting unto said attorneys-in-fact and agents the full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and about the foregoing,
as to all intents and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below on September 28, 2006, by the following persons in the capacities indicated.
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/s/ Forrest A. Shook
Forrest A. Shook, Chairman of the
Board of Directors
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/s/ Thomas P. McKenney
Thomas P. McKenney, Vice Chairman of
the Board of Directors
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/s/ Donald L. Grill
Donald L. Grill, Chief Executive
Officer and Director
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/s/ Thomas L. Miller
Thomas L. Miller, Director
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/s/ J. David Karr
J. David Karr, Director
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/s/ Ian W. Schonsheck
Ian W. Schonsheck, Director
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/s/ Brian P. Petty
Brian P. Petty, Director
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/s/ Ken Elston
Ken Elston, Director
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/s/ Douglas J. Kelley
Douglas J. Kelley, Chief Financial
Officer (also Principal Accounting
Officer)
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11
EXHIBIT INDEX
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| Exhibit No. |
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Description |
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3.1 |
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Articles of Incorporation of Fentura Financial, Inc. (Incorporated by Reference
to Form 10-SB Registration Number 0-23550) |
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3.2 |
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Amendment to the Articles of Incorporation of Fentura Financial, Inc.
(Incorporated by Reference to Exhibit 3(iii) to the Form 10-K filed March 20,
2001) |
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3.3 |
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Bylaws of Fentura Financial, Inc. (Incorporated by Reference to Form 10-SB
Registration Number 0-23550) |
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3.4 |
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Amendment to the Articles of Incorporation of Fentura Financial, Inc.
(Incorporated by Reference to Exhibit 3 filed with Form 10-Q for the Quarter
ended March 31, 2002) |
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4.1 |
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Specimen Stock Certificate (incorporated by reference to Exhibit 4.4 filed with
the Form S-3 Registration Statement File No. 333-75194) |
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5.1 |
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Opinion of Varnum, Riddering, Schmidt & Howlett LLP
regarding legality of securities being registered (Previously Filed) |
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10.1 |
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Amended and Restated Automatic Dividend Reinvestment Plan (included as part of
this Form S-3 Registration Statement) |
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23.1 |
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Consent of Independent Registered Public Accounting Firm (Filed Herewith) |
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23.2 |
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Consent of Varnum, Riddering, Schmidt & Howlett LLP
(included in opinion filed as Exhibit 5.1) |
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24.1 |
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Power of Attorney (included on the signature page of this registration statement) |
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99.1 |
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Shareholder Authorization Form (Filed Herewith) |
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