CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Title of Each Class of
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Amount to be
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Offering Price per
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Aggregate Offering
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Amount of
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Securities to be Registered
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Registered
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Unit
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Price
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Registration Fee
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Common stock, par value $.01 per share
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10,000,000 (1)
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$5.27 (2)
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$52,700,000 (2)
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$2,072 (3)
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(1)
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Amount to be registered consists of an aggregate of 10,000,000 shares to be issued under the
IndyMac Bancorp, Inc. Direct Stock Purchase Plan.
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(2)
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Determined in accordance with Rule 457(r), the registration fee calculation for these shares
is based on the average of the high and low prices of IndyMac Bancorp, Inc.s common stock
reported on the New York Stock Exchange on April 2, 2008.
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(3)
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Pursuant to Rule 457(p) under the Securities Act, filing fees of $81,250 have already been
paid with respect to securities registered pursuant to a Registration Statement on Form S-3
(No. 333-135542), filed on June 30, 2006, carried forward from unsold securities that were
previously registered pursuant to a Registration Statement on Form S-3 (No. 333-67964), which
was initially filed on August 20, 2001. After giving effect to the offset of filing fees of
(a) $14,220 in connection with 3,000,000 shares of common stock registered pursuant to a
Registration Statement on Form S-3 (No. 333-135542) filed on June 30, 2006, (b) $1,426 in
connection with 2,000,000 shares of common stock registered pursuant to a prospectus
supplement filed on August 30, 2007, (c) $6,502 in connection with 10,000,000 shares of
common stock registered pursuant to a prospective supplement filed on October 11, 2007, and
(d) the registration fee required in connection with this filing, $57,030 remains available
for future registration fees. No additional registration fee has been paid with respect to
this offering.
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Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-135542
PROSPECTUS
INDYMAC BANCORP, INC.
DIRECT STOCK PURCHASE PLAN
PROSPECTUS
IndyMac Bancorp, Inc., or Indymac, from time to time may offer the Indymac Direct Stock
Purchase Plan, a direct stock purchase plan designed to provide investors with a convenient method
to purchase shares of our common stock. Participants should print and retain this prospectus for
future reference.
Program Highlights
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Purchase Indymac common stock directly, over the Internet, without paying any
trading fees or brokerage commissions.
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Build your investment over time, starting with as little as $250 or by authorizing
at least five automatic monthly investments of at least $50 each.
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Reinvest dividends paid on the Indymac common stock held in your plan account.
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Add to your investment systematically and conveniently, by authorizing automatic
monthly investments, or by making additional investments over the Internet.
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Monitor and manage your Indymac investment entirely over the Internet.
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Please note: The Indymac Direct Stock Purchase Plan is offered only to investors who are
willing to manage their investment solely at
www.melloninvestor.com
. All information about plan
holdings and activities, and about Indymac itself, will be available to you online.
This prospectus relates to 10,000,000 shares of our common stock being offered for purchase
under the plan.
Investing in our common stock involves certain risks. Please refer to the risk factors
included in the periodic reports we file with the Securities and Exchange Commission, or SEC,
before you participate in the Indymac Direct Stock Purchase Plan.
Our common stock is listed on the New York Stock Exchange under the symbol IMB. The closing
price of our common stock on April 2, 2008 was $5.02.
These securities are our unsecured obligations and are not savings accounts, deposits or other
obligations of IndyMac Bancorp, Inc. These securities are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency or instrumentality.
Neither the SEC nor any other regulatory body has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
Prospectus dated April 3, 2008
TABLE OF CONTENTS
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i
ABOUT THIS PROSPECTUS
This document is called a prospectus and is part of a registration statement that we filed
with the SEC relating to the shares of our common stock offered. This prospectus does not include
all of the information in the registration statement and provides you with a general description of
the securities offered and the Plan. The registration statement containing this prospectus,
including exhibits to the registration statement, provides additional information about us, the
Indymac Direct Stock Purchase Plan and the securities offered. The registration statement can be
read at the SEC web site or at the SEC offices mentioned under the heading Available Information.
When acquiring any securities discussed in this prospectus, you should rely only on the
information provided in this prospectus, including the information incorporated by reference. We
have not authorized anyone to provide you with different information. We are not offering the
securities in any state or jurisdiction where the offer is prohibited. You should not assume that
the information in this prospectus or any document incorporated by reference is truthful or
complete at any date other than the date mentioned on the cover page of these documents.
Unless otherwise mentioned or unless the context requires otherwise, all references in this
prospectus to we, us, our or similar references mean IndyMac Bancorp. Inc. and its
subsidiaries.
AVAILABLE INFORMATION
We are required to file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any documents filed by us at the SECs public
reference room 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. Our filings with the SEC are
also available to the public through the SECs Internet site at http://www.sec.gov and through the
New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which our common stock is
listed.
We have filed with the SEC a registration statement on Form S-3 relating to the securities
covered by this prospectus. This prospectus is a part of the registration statement and does not
contain all the information in the registration statement. Whenever a reference is made in this
prospectus to a contract or other document of ours, the reference is only a summary and you should
refer to the exhibits that are a part of the registration statement for a copy of the contract or
other document. You may review a copy of the registration statement at the SECs public reference
room in Washington, D.C., as well as through the SECs Internet site.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SECs rules allow 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. Any
information referred to in this way is considered part of this prospectus from the date we file
that document. Any reports filed by us with the SEC after the date of this prospectus and before
the date that the offering of the securities by means of this prospectus is terminated will
automatically update and, where applicable, supersede any information contained in this prospectus
or incorporated by reference in this prospectus.
We incorporate by reference into this prospectus the following documents or information filed
with the SEC (other than, in each case, documents or information deemed to have been furnished and
not filed in accordance with SEC rules):
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(1)
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2007
filed with the SEC on February 29, 2008;
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(2)
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All other reports filed by us pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 2007;
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(3)
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The description of our common stock contained in our registration statement
on Form 8-A dated August 8, 1985, including any amendment or report filed to update
such description (such registration statement is filed under our former name,
Countrywide
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Mortgage Investments, Inc.) and the description of our Preferred Stock Purchase
Rights contained in our registration statement on Form 8-A dated October 18, 2001,
including any amendment or report filed to update such description; and
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(4)
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All documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 on or after the date of this prospectus and before the
termination of this offering.
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We will provide without charge to each person, including any beneficial owner, to whom this
prospectus is delivered, upon his or her written or oral request, a copy of any or all documents
referred to above which have been or may be incorporated by reference into this prospectus
excluding exhibits to those documents unless they are specifically incorporated by reference into
those documents. You can request those documents from:
IndyMac Bancorp, Inc.
888 E. Walnut Street
Pasadena, California 91101-7211
Attention: Investor Relations
Telephone: (800) 669-2300
You should rely only on the information incorporated by reference or presented in this
prospectus. Neither we, nor any underwriters or agents, have authorized anyone else to provide you
with any different information. We are only offering these securities in states where the offer is
permitted by applicable state law. You should not assume that the information in this prospectus
is accurate as of any date other than the dates on the front of those documents.
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus may be deemed to be forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements include statements regarding our
projected financial condition and results of operations, plans, objectives, future performance and
business. Forward-looking statements typically include the words anticipate, believe,
estimate, expect, project, plan, forecast, intend, goal, target and other similar
expressions. These statements reflect our current views with respect to future events and financial
performance. They are subject to risks and uncertainties including those identified in our periodic
and current reports that we file with the SEC that could cause future results to differ materially
from historical results or from the results anticipated. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of their dates or as of the date
hereof if no other date is identified. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise.
INDYMAC BANCORP, INC.
IndyMac Bancorp, Inc. is the holding company for IndyMac Bank, F.S.B. (Indymac
Bank
®
), the 7
th
largest savings and loan in the nation. Indymac Bank,
operating as a hybrid thrift/mortgage banker, provides fair and competitive home financing
products. All of the assets and operations of Indymac are held or conducted within the
federally-insured, thrift depository institution, Indymac Bank, whose primary funding consists of
bank deposits, Federal Home Loan Bank advances, long term debt and equity. Indymac Banks home
mortgage products consist primarily of single family, first lien mortgages. Indymac Bank also
provides FDIC-insured retail banking products to facilitate consumers personal financial goals.
USE OF PROCEEDS
We intend to use the net proceeds from sales of common stock directly issued by us under the
plan for general corporate purposes, including investment in our subsidiaries.
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DESCRIPTION OF OUR DIRECT STOCK PURCHASE PLAN
The following questions and answers explain and constitute our Direct Stock Purchase Plan,
which we refer to below as the plan.
PURPOSE
1. What is the purpose of the plan?
The plan is intended to provide both our existing shareholders and new investors with a
simple, convenient and economical method to purchase shares of our common stock, including through
new cash payments and reinvestment of dividends on shares held in your plan account. The plan also
provides us with an economical and flexible mechanism to raise equity capital through sales of our
common stock.
ADVANTAGES AND DISADVANTAGES
2. What are the advantages of participation in the plan?
You do not need to be a current Indymac shareholder, nor do you need to have a broker, to
buy our common stock through the plan. The plans online Enrollment Wizard is designed to guide you
through each step and to move the funds you choose to invest automatically with a minimum of
paperwork.
You can start investing with a relatively small amount of money.
The automatic monthly investment feature helps you add to your investment over time in a
convenient and systematic fashion.
If you wish to start off with a single larger investment or you prefer to send a check to
the plan administrator, you may do so. Subsequent automatic investments can then be pre-authorized
through the Enrollment Wizard.
Dividends and additional cash investments can be fully invested in additional shares of our
common stock because the plan permits fractional shares to be credited to your account. Dividends
on fractional shares may also be reinvested in additional shares.
There are no trading fees or brokerage commissions when you purchase our common stock
through the plan. The entire amount of your investment is used to purchase our common stock.
If you are already an Indymac shareholder, you can consolidate all your Indymac common stock
holdings into a single account. You can deposit your Indymac stock certificates into your plan
account or, if you hold shares with a broker, you can transfer those shares into your own name and
deposit them into your plan account.
Keeping track of your account and entering new transactions is simple, convenient and
paperwork-free. The plan is available to you any time over the Internet.
The plan offers you flexibility when you decide to sell your shares. You may request the
sale of some or all of your shares through the plan administrator at any time. Or, if you prefer to
have complete control over the timing and price at which you sell, you may withdraw your shares
from the plan, at no cost to you, and sell them through a broker of your choice.
3. What are the disadvantages of participation in the plan?
Because the prices at which plan shares are purchased are determined as of specified dates
or as of dates otherwise beyond your control, you may lose some advantages otherwise available to
you in being able to select the timing of your investments. For example, because the price charged
to you for shares purchased in the open market is the volume weighted average price, over a one to
12 day price period, paid by the plan administrator to obtain shares for all participants who
acquire shares through the plan on the
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same day, you may pay a higher price for shares purchased under the plan than for shares purchased
on the investment date outside of the plan.
We will not pay interest on funds held by us pending investment.
Sales of shares for participants that have made valid elections during any month are
irrevocable and will be made at market prices at the time of sale. You will not be able to control
the timing of such sales or to place limit orders specifying the prices at which you are willing
to sell your shares.
To sell your shares through a broker of your choice, you must first ask the plan
administrator to obtain a physical stock certificate representing the shares from the transfer
agent and deliver the certificate to you. The plan administrator will promptly process your
instructions, but you should leave ample time for processing of your instructions and for receipt
of your stock certificate.
Shares held by the plan administrator in the plan are not covered by the customer protection
provisions of the Securities Investor Protection Act of 1970 relating to customers of failed
securities broker-dealer firms.
ADMINISTRATION
4. Who administers the plan?
The plan is administered by Mellon Bank, N.A., with some administrative support being provided
by its affiliate Mellon Investor Services. The plan administrator acts as agent for plan
participants, keeps records of participant accounts, sends annual account statements to
participants, and performs other duties relating to the plan. The plan administrator may use, and
commissions may be paid to, a broker-dealer that is affiliated with the plan administrator. If the
plan administrator resigns or otherwise ceases to act as plan administrator, we will appoint a new
administrator to administer the plan. The plan administrator does not act in an investment advisory
or similar capacity. Investors participating in the plan must make independent investment decisions
based upon their own judgment and research. Shares purchased for each participant under the plan
will be held by the plan administrator. The plan administrator is not a broker-dealer and is
therefore not a member of the Securities Investor Protection Corporation, or SIPC. As a result,
shares held by the plan administrator in the plan are not covered by the Securities Investor
Protection Act of 1970, or SIPA. Generally, SIPA provides protection for customers of insolvent
SIPC member brokerage firms and requires, up to certain dollar limitations, the return of cash and
securities registered in their name.
5. Why is Indymac offering the plan only over the Internet?
We are offering the plan over the Internet because:
Internet-based applications are a key part of our business strategy.
The ability to deliver all plan materials and stockholder information to you electronically
generates considerable cost savings to us by minimizing printing, paper, postage and handling
expense.
These savings allow us to offer the plans direct purchase feature without the need to
charge any trading fees or brokerage commissions to plan participants.
6. What documents will be electronically available to me?
By investing in the plan, you will be giving your consent to access all stockholder
information about us and all information about your plan holdings electronically. This includes
account statements, our annual report, notice of meeting, proxy statement and proxy voting
materials, and any other information we may be required to deliver to you pursuant to applicable
law. Whenever there is news of importance to our shareholders an e-mail notice will be sent to you
summarizing the news, and any action required by you. The e-mail notice will direct you to a
Website where the full information can be obtained at your convenience. Certain documents may be
delivered or posted in portable document format, or PDF, and free access to the necessary software
will be provided for review of such documents. The plan administrator
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may confirm certain transactions and produce plan statements in paper form from time to time. Any
such confirmations or plan statements will be mailed to you at the address you give when you enroll
in the plan.
7. Do I need an e-mail address or Internet access to participate in the plan?
You must have a valid e-mail address, Internet access through an Internet service provider and
a web browser that supports secure connections (i.e. the current version of Netscape Navigator,
Internet Explorer or America Online) in order to participate in the plan and electronically access
shareholder information. In order to retain this information, you must have a printer, a hard drive
or other storage. By investing in the plan, you are confirming that you have a valid e-mail address
and access to a computer meeting these requirements. Please be aware that you may incur costs
normally associated with electronic delivery, including access, usage, or telephone charges. We are
not responsible for these or any other charges your Internet service provider or telephone company
may assess while you are accessing shareholder information or your plan account.
ELIGIBILITY
8. Who is eligible to participate in the plan?
Any person or legal entity is eligible to participate in the plan. You do not have to be a
current shareholder, nor do you have to be located in the U.S. or be a U.S. citizen. In all cases,
however, investments must be made in U. S. currency drawn on a U.S. bank. In addition, prior to
investing in our common stock, each participant who resides or is located outside the U.S. is
responsible for reviewing the laws of his or her country of residence or other applicable laws to
determine if there are any restrictions on their ability to invest through the plan.
HOW TO ENROLL
9. How do I enroll in the plan?
After you have read this prospectus, simply click the Invest Now button and follow the
instructions for authorizing your initial investment.
All investments must be made in U.S. dollars from a U.S. bank.
You may make your initial investment by:
1. authorizing an electronic transfer of at least $250 but not more than $10,000 from your
U.S. bank account; or
2. authorizing a minimum of five automatic monthly transfers of at least $50 each from your
U.S. bank account; or
3. mailing a check for at least $250, but not more than $10,000, drawn on a U.S. bank account
to the plan administrator.
Follow the instructions on the online Enrollment Wizard to indicate your selection and, if
paying by check, print out the instruction sheet and mail the sheet as indicated with your check.
You may sign up for automatic monthly investments, change your monthly investment amount or
make additional investments at any time by accessing your account over the Internet and using the
account management feature.
You may also elect to have all or part of the cash dividends paid on the shares held in your
plan account automatically reinvested in additional shares of our common stock. (See Question 21
below.)
You may establish additional investment accounts for children or dependents by following the
instructions on the online Enrollment Wizard applicable to custodial or trust accounts.
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10. Are any fees required to enroll in the plan?
No, you do not have to pay any fees to enroll in the plan.
11. Do I have to pay trading fees or brokerage commissions when I purchase shares through the plan?
No. You will not pay any trading fees or brokerage commissions to purchase shares through the
plan. We will pay all plan fees, except for fees incurred if you sell your shares (see Question 20
below).
12. Are any other fees payable by plan participants?
If your bank dishonors your check or electronic funds transfer, you will be charged a $35 fee.
There is also a fee of $15 plus a $0.12 per share trading fee for sales of shares under the plan.
13. Are there minimum and maximum investment limits?
Yes. You must make a minimum initial investment of at least $250, or authorize five monthly
installment investments of at least $50 each. After your initial investment, you may make
additional cash investments of at least $50, up to a maximum of $10,000 per month, per account,
unless we waive this maximum investment limit upon request in individual cases (see Question 19
below).
PURCHASE OF COMMON STOCK
14. What is the source of the Indymac common stock that may be purchased through the plan?
At our discretion, share purchases will be made in the open market or directly from us. Shares
purchased from us may come from our authorized and not previously issued shares or from shares
repurchased by us in the open market. Share purchases in the open market may be made on any stock
exchange where our common stock is traded or through negotiated transactions, on such terms as the
plan administrator determines. Neither we nor any participant will have any authority to direct the
date, time or price at which shares may be purchased by the plan administrator.
15. How will shares be purchased under the plan?
Upon receipt of your funds, the plan administrator will invest initial and additional cash
investments as promptly as practicable, normally within five business days.
Shares will be posted to your account in whole and fractional shares, computed to four
decimal places, immediately upon settlement, which under current market practice is required to
occur three business days after the purchase date. A confirmation of your transaction will be sent
by e-mail or via a paper statement to the Internet or postal address you give us when you enroll in
the plan.
In the unlikely event that, due to unusual market conditions, the plan administrator is
unable to invest the funds within 35 days, the plan administrator will return the funds to you by
check. No interest will be paid on funds held by the plan administrator pending investment.
For automatic monthly purchases, the amounts you have authorized will be withdrawn from your
banking account on the 24th day of each month, or on the next succeeding business day if the 24th
falls on a weekend or holiday. The funds will be credited to your account and invested within five
business days after receipt by the plan administrator.
The plan administrator will use your investment to purchase as many full and fractional
shares as possible.
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16. How will the price for my shares be determined?
For shares purchased on the open market, the purchase price will be the volume weighted
average price paid by the plan administrator to obtain shares for all participants who acquire
shares through the plan on the same day. For shares purchased directly from Indymac, the purchase
price will be 100% of the volume weighted average price of our common stock, as reported in the New
York Stock Exchange Composite Transactions listing on the investment date, less any discount that
Indymac may decide to offer.
17. Will shares be offered to plan participants at a discount?
From time to time, we may elect to offer shares at a discount from prevailing market prices.
If we decide to offer plan participants the opportunity to buy shares at a discount, an e-mail
notice will be sent to you that describes the details of the offer, including instructions on how
to participate.
18. How do I change or stop my automatic investment election?
Simply access your account through Investor ServiceDirect on www.melloninvestor.com, choose
the Purchase/Sell menu and indicate your change in the Periodic Purchase selection. Your
request must be received at least three business days before the 24th day of a month in order to
take effect that month.
19. May I invest more than the plan maximum of $10,000 per account per month?
Yes, if you request a waiver of this limit and we grant your waiver request. Upon receipt of a
written waiver form from an investor, we will consider waiving the maximum investment limit. Grants
of waiver requests will be made in our sole discretion based on a variety of factors, which may
include: our current and projected capital needs, prevailing market prices of our common stock and
other securities, and general economic and market conditions.
Shares purchased in excess of the plan maximum investment amount will be priced as follows:
Investments for which a waiver has been granted will be made subject to a one to 12 day
pricing period, which will generally consist of one to 12 separate days during which trading of
our common stock is reported on the New York Stock Exchange, or NYSE. Each of these separate days
will be an investment date, and an equal proportion of your shares purchased in excess of the
plan maximum investment amount will be invested on each trading day during such pricing period,
subject to the qualifications listed below. The purchase price for shares acquired on a particular
investment date will be equal to 100% (subject to change as provided below) of the volume weighted
average price, rounded to four decimal places, of our common stock on the NYSE only, as reported by
Bloomberg, LP for the trading hours from 9:30 a.m. to 4:00 p.m., Eastern time, for that investment
date. For clarity, this will include the last trade on the NYSE even if reported after 4:00 p.m.
Funds for such investments must be received not later than the business day prior to the first day
of the pricing period.
We may establish a minimum price, a threshold price, for any pricing period that the volume
weighted average price, rounded to four decimal places, of our common stock must equal or exceed
during each trading day of the pricing period for investments made pursuant to a waiver request.
The threshold price may be determined based on a formula, taking into consideration current market
conditions.
The threshold price for any investments made pursuant to a request for waiver, if we decide
to establish a threshold price for a particular pricing period, will be a stated dollar amount that
the volume weighted average price, rounded to four decimal places, of our common stock, as reported
on the NYSE for each trading day in the relevant pricing period, must equal or exceed. If the
threshold price is not satisfied for a trading day in the pricing period, then that trading day and
the trading prices for that day will be excluded from the pricing period.
We will only establish a threshold price if shares are going to be purchased directly from
us in connection with the relevant pricing period (see Question 14 above). If we have established a
threshold price with respect to the relevant pricing period, then we will exclude from the pricing
period any trading day that the volume weighted average price is less than the threshold price.
For example, if the threshold
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price is not met for two of the trading days in a ten day pricing period, then we will return 20%
of the funds you submitted in connection with your waiver request, without interest, unless we have
activated the pricing period extension feature for the pricing period, as described below.
Neither we nor the plan administrator will be required to notify you that a threshold price
has been established for any pricing period.
We may elect to activate for any particular pricing period the pricing period extension
feature which will provide that the initial pricing period will be extended by the number of days
that the threshold price is not satisfied, subject to a maximum of five trading days. If we elect
to activate the pricing period extension feature and the threshold price is satisfied for any
additional day that has been added to the initial pricing period, that day will be included as one
of the trading days for the pricing period in lieu of the day on which the threshold price was not
met. For example, if the determined pricing period is ten days, and the threshold price is not
satisfied for three out of those ten days in the initial pricing period, and we had previously
announced that the pricing period extension feature was activated, then the pricing period will
automatically be extended, and if the threshold price is satisfied on the next three trading days
(or a subset thereof), then those three days (or a subset thereof) will become investment dates in
lieu of the three days on which the threshold price was not met. As a result, because there were 10
trading days during the initial and extended pricing period on which the threshold price was
satisfied, all of the funds that you include with your request for waiver will be invested.
Newly issued shares purchased pursuant to a request for waiver will be posted to
participants accounts within three business days following the end of the applicable pricing
period, or, if we elect to activate the continuous settlement feature, within three business days
of each separate investment date beginning on the first investment date in the relevant pricing
period and ending on the final investment date in the relevant pricing period with an equal amount
being invested on each such day, subject to the qualifications set forth above. During any month
when we are proposing to grant requests for waiver for one or more investments, we may elect to
activate the continuous settlement feature for such investments by announcing that we will be doing
so. The purchase price of shares acquired on each investment date will be equal to the volume
weighted average price obtained from Bloomberg, LP (unless such service is unavailable, in which
case we will designate another service to be utilized prior to the beginning of the pricing
period), rounded to four decimal places, for the trading hours from 9:30 a.m. to 4:00 p.m., Eastern
Time, for each of the investment dates during the pricing period, assuming the threshold price is
met on that day, less any discount that we may decide to offer. For each pricing period (assuming
the threshold price is met on each trading day of that pricing period), we would have a separate
settlement of each investment dates purchases, each based on the volume weighted average price for
the trading day relating to each of the investment dates during the pricing period.
Waiver request forms and information regarding the establishment of a threshold price, if
any, may be obtained by contacting the plan administrator at (201) 680-5300, no sooner than three
business days prior to the first day of the relevant monthly pricing period.
SALE OF SHARES
20. How do I sell the shares I acquire through the plan?
You can sell all of your shares, or any whole number of your plan shares, at any time through
the plan administrator for a fee of $15 plus a $0.12 per share trading fee by accessing your
account over the Internet at www.melloninvestor.com. Your sale request will be processed and your
shares will generally be sold, subject to market conditions and other factors, by the close of the
trading day for requests received by the plan administrator by 1:00 p.m. eastern time. The plan
administrator, at its discretion, will sell your shares, along with shares to be sold for other
accounts, as promptly as practicable at the then-current market price of the common stock. Please
note that the plan administrator cannot and does not guarantee the actual sale date or price, nor
can it stop or cancel any outstanding sales or issuance requests. All requests are final. The plan
administrator will mail a check to you in the amount of the sale proceeds, less applicable sales
fees, trading fees and stock transfer tax, on the settlement date, which under current market
practice is three business days after your shares have been sold. If you prefer to have complete
control over the timing and price at which you sell, you may withdraw your shares, at no cost to
you, and sell them
8
through a broker of your choice. To do this, you may instruct the plan administrator to have a
stock certificate issued to you in your name for the number of whole shares you want to sell
through your broker. The plan administrator will then instruct the transfer agent to issue you a
physical stock certificate and deliver the certificate to you. You may then deliver the certificate
to your broker in accordance with your brokers instructions. The plan administrator will process
your instructions promptly, but you should leave ample time for processing of your instructions and
for receipt of your stock certificate.
DIVIDENDS AND DIVIDEND REINVESTMENT
21. What are my dividend options?
You may elect to have all or part of the dividends paid to you on the shares held in your plan
account automatically reinvested in additional shares of our common stock. If you do not make an
election, the dividends paid on the Indymac shares held in your plan account will be automatically
reinvested in
additional shares of our common stock. If you choose not to reinvest all or part of your dividends,
you will receive dividend payments in cash. You will have the option to receive such dividend
payments by check or by direct deposit into a bank account that you designate. You may change your
dividend reinvestment election at any time. If your election is received prior to the record date
for a dividend payment, the election to reinvest dividends will begin with that dividend payment.
If your election is received on or after the record date, reinvestment of your dividends will begin
on the dividend payment date following the next record date if you are a holder of record at that
date. Record dates for the payment of dividends normally precede payment dates by approximately
four weeks. Appendix A to this prospectus lists the expected future dividend record dates and
payment dates.
Upon receipt of your dividend funds, the plan administrator will invest them as promptly as
practicable, generally within five business days. Shares will be posted to your account in whole
and fractional amounts (calculated to four decimal places) immediately upon settlement, which under
current market practice is required to occur three business days after the purchase date. A
confirmation of your transaction will be sent by e-mail or via a paper statement to the Internet or
postal address you give us when you enroll in the plan. The price per share of common stock for
reinvested dividends will be the same as described in Question 16 above.
The payment of dividends in the future and the amount of dividend payments, if any, will
depend on our financial condition and other factors that our board of directors deems relevant.
ADDITIONAL INFORMATION
22. How can I view the status of my account?
You can view the status of your account at any time by going to the plan administrators
Website, www.melloninvestor.com, and logging onto Investor ServiceDirect
®
. To access
your account, you will need your 12-digit Investor Identification Number (IID) and the personal
identification number, or PIN, that you will create the first time you access your account.
23. How will I be notified about shareholders meetings and how can I vote my plan shares?
For each shareholder meeting, an e-mail notice will be sent to you, along with instructions on
how to find the information you need to decide how you wish to vote on the matters to be presented
at the meeting and how to instruct the plan administrator to cast your vote over the Internet. Your
shares will be voted only by the plan administrator and only as you decide.
24. Will stock certificates be issued for shares acquired through the plan?
Stock certificates will not be issued for shares in a plan account unless a specific request is
made to the plan administrator, in which event the related shares will be withdrawn from the plan
(see Question 20 above). The plans book-entry service eliminates the risk and cost of certificate
loss, theft or destruction.
9
25. How will stock splits, rights offerings and other distributions be handled?
If we declare a stock split or stock dividend, your plan account will be credited with the
appropriate number of shares on the applicable payment date. In the event of a stock subscription
or other offer of rights to stockholders, your entitlement will be based on the total number of
shares held in your account. An e-mail notice will be sent to you detailing any subscription
opportunities or rights offerings.
26. May the plan be changed or discontinued?
Yes. We may add to, modify or discontinue the plan at any time. An e-mail notice will be sent
to you identifying any significant changes to the plan.
27. Does the plan have any automatic termination provisions?
Plan participation will be terminated automatically if the plan administrator receives written
notice of a participants death or adjudicated incompetency, together with satisfactory supporting
documentation of the appointment of a legal representative. Thereafter, the plan administrator will
terminate the participants authorized automatic monthly investments, if any, and the shares held
in the participants account will be forwarded to the participants legal representative.
28. What are the responsibilities of Indymac and the plan administrator under the plan?
Neither Indymac nor the plan administrator will be liable for any act, or for any failure to
act, as long as they have made good faith efforts to carry out the terms of the plan as described
in this prospectus and on the forms that accompany each investment or activity. You should
recognize that the market value of our common stock will fluctuate and that neither Indymac nor the
plan administrator can promise a profit or protect against a loss on common stock purchased under
the plan.
29. Who do I contact if I have questions about the plan?
The plan administrator will answer any questions you have about buying or selling our common
stock through the plan or about any other plan services. You may contact the plan administrator in
the following ways:
Internet.
You can enroll, obtain information and perform certain transactions on your
account online via Investor ServiceDirect
®
(ISD). New investors establish a Personal
Identification Number (PIN) when setting up their account. For existing shareholders to gain
access, use the IID which can be found in a bolded box on your check stub, statement or advice to
establish your PIN. In order to access your account through ISD, you will be required to complete
an account activation process. This one-time authentication process will be used to validate your
identity in addition to your IID and self-assigned PIN.
To access Investor ServiceDirect
®
please visit the Mellon Investor Services website
at:
www.melloninvestor.com/isd
Written Inquiries.
You may make an e-mail inquiry by following the instructions on the
Investor ServiceDirect Website. Please address all other correspondence concerning the plan to the
plan administrator at the following address:
Mellon Bank, N.A.
c/o Mellon Investor Services
P.O. Box 358035
Pittsburgh, PA 15252-8035
Be sure to include your name, address, daytime phone number, social security or taxpayer
identification number and a reference to IndyMac Bancorp, Inc. on all correspondence.
Telephone Inquiries.
The plan administrator may be reached directly by dialing:
10
1-800-814-0291 (in the United States and Canada)
1-800-231-5469 (for the hearing impaired ) (TDD)
1-201-680-6578 (outside of the United States and Canada)
An automated voice response system is available 24 hours a day, 7 days a week. Customer
Service Representatives are available from 9:00 a.m. to 7:00 p.m., Eastern Time, Monday through
Friday (except holidays).
11
NOTE ABOUT FINANCIAL INTERMEDIARIES
We may grant requests for waiver of the plans maximum monthly investment limit to financial
intermediaries, including brokers and dealers, and other participants in the future. Grants of such
waiver requests will be made in our sole discretion based on a variety of factors, which may
include: our current and projected capital needs, the alternatives available to us to meet those
needs, prevailing market prices for our common stock, general economic and market conditions,
expected aberration in the price or trading volume of our common stock, the potential disruption of
our common stock price that may be caused by a financial intermediary, the number of shares of
common stock held by the participant seeking a waiver, the past actions of a participant under the
plan, the aggregate amount of investments for which such waivers have been submitted and the
administrative constraints associated with granting such waivers. If waiver requests are granted, a
portion of the shares available for issuance under the plan will be purchased by participants
(including brokers or dealers) who, in connection with any resales of such shares, may be deemed to
be underwriters within the meaning of the Securities Act of 1933, as amended, or Securities Act.
Financial intermediaries may purchase a significant portion of the shares of common stock issued
under the plan. We do not have any formal or informal understanding with any such organizations
and, therefore, the extent of such financial intermediaries participation under the plan cannot be
estimated as this time. Participants that are financial intermediaries that acquire shares of our
common stock under the plan with a view to distribution of such shares or that offer or sell shares
in connection with the plan may be deemed underwriters within the meaning of the Securities Act.
From time to time, financial intermediaries, including brokers and dealers, may engage in
positioning transactions in order to benefit from the discount from the market price, if any, of
common stock acquired under the plan. Such transactions may cause fluctuations in the trading
volume of our common stock. Financial intermediaries that engage in positioning transactions may be
deemed to be underwriters within the meaning of the Securities Act. The plan is intended for the
benefit our current and prospective investors and not for individuals or investors who engage in
transactions which may cause aberrations in the price or trading volume of our common stock.
VALIDITY OF THE SECURITIES
Certain matters of Delaware law relating to the validity of the common stock offered by this
prospectus have been passed upon for us by Alston & Bird LLP.
EXPERTS
The financial statements, financial statement notes and auditors report on the effectiveness
of our internal control over financial reporting, all of which are incorporated in this prospectus
by reference to the Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2007, have been incorporated in reliance on the report of Ernst & Young LLP, an independent
registered public accounting firm, and this report was given upon the authority of said firm as
experts in accounting and auditing.
INDEMNIFICATION
Our Restated Certificate of Incorporation eliminates, to the fullest extent permitted by
Delaware law, director liability for monetary damage for breaches of the directors fiduciary duty
of care. Our Restated Certificate of Incorporation and Bylaws provide that we will indemnify
directors and officers under certain circumstances for liabilities and expenses incurred by reason
of their actions as our agents. Additionally, we have entered into indemnification agreements with
our directors, which provide more specific indemnification rights to them. We also maintain an
insurance policy that indemnifies directors and officers against certain liabilities.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers or persons controlling Indymac pursuant to the foregoing provisions, we have
been informed that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
12
APPENDIX A
Dividend Dates (1)
|
|
|
Record Date
|
|
Payment Date
|
May 12, 2008
|
|
June 5, 2008
|
August 11, 2008
|
|
September 4, 2008
|
November 10, 2008
|
|
December 4, 2008
|
(1) The dates indicated are those expected to be applicable under the plan with respect to
future dividends, if and when declared by the board of directors. The actual record and payment
dates will be determined by the board of directors. On February 12, 2008, the Company announced
that, in light of Indymacs current financial performance, the board of directors has suspended its
quarterly common stock cash dividend payments indefinitely.
13
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