CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities
to be Registered
|
|
Amount to be
Registered
|
|
Proposed Maximum
Offering Price per
Unit
|
|
Proposed Maximum
Aggregate Offering
Price
|
|
Amount of
Registration Fee
|
|
Common stock, par value $.01 per share
|
|
10,000,000
|
(1)
|
$
|
3.88
|
(2)
|
$
|
38,800,000
|
(2)
|
$
|
1,525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
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.
(2)
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 May 1, 2008. Payment of
the registration fee at the time of the filing of the Registration Statement on
Form S-3 (No. 333-135542), filed on June 30, 2006, was deferred
pursuant to Rule 456(b), and is paid herewith.
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
:
·
Purchase Indymac
common stock directly, over the Internet, without paying any trading fees or
brokerage commissions.
·
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.
·
Reinvest dividends
paid on the Indymac common stock held in your plan account.
·
Add to your
investment systematically and conveniently, by authorizing automatic monthly
investments, or by making additional investments over the Internet.
·
Monitor and manage
your Indymac investment entirely over the Internet.
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
May 1, 2008 was $3.97.
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 May 2,
2008
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):
(1)
Our Annual Report on Form 10-K for the
fiscal year ended December 31, 2007 filed with the SEC on February 29,
2008;
(2)
All other reports filed by us pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2007;
(3)
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
1
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
(4)
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.
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.
2
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 paperworkfree. 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
3
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
brokerdealer 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 brokerdealer
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 brokerdealer 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:
·
Internetbased 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 email notice will be sent to you summarizing the news, and any
action required by you. The email 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
4
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 email 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 email 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.
5
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 email 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.
6
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 email
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
7
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 thencurrent
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 email 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 email 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 bookentry 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 email 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 email 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 email 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
Indymac Bancorp (NYSE:IMB)
Historical Stock Chart
From Jun 2024 to Jul 2024
Indymac Bancorp (NYSE:IMB)
Historical Stock Chart
From Jul 2023 to Jul 2024