<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                               MBT FINANCIAL CORP.
             (Exact Name of Registrant as specified in its Charter)

MICHIGAN                                                 38-3516922
(State of Incorporation)                      (IRS Employer Identification No.)

                              102 EAST FRONT STREET
                             MONROE, MICHIGAN 48161
          (Address of principal executive offices, including zip code)

            MBT FINANCIAL CORP. LONG-TERM INCENTIVE COMPENSATION PLAN
                            (Full Title of the Plan)

                              MR. RONALD D. LABEAU
                              PRESIDENT
                              MBT FINANCIAL CORP.
                              102 EAST FRONT STREET
                              MONROE, MICHIGAN 48161
                              (734) 241-3431
           (Name, address and telephone number of agent for service)

                                   COPIES TO:
                              EDWIN L. HERBERT, ESQ.
                              WERNER & BLANK CO., L.P.A.
                              7205 WEST CENTRAL AVENUE
                              TOLEDO, OHIO 43617
                              (419) 841-8051

<TABLE>
<CAPTION>

                                                 CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed Maximum       Proposed Maximum           Amount of
           Title of Securities                 Amount to be           Offering Price       Aggregate Offering         Registration
            to be Registered                   Registered(1)           per Share(2)             Price(2)                  Fee
-----------------------------------------------------------------------------------------------------------------------------------

<S>                                           <C>                  <C>                     <C>                       <C>
Common Shares, no par value                      1,000,000              $ 18.125              $ 15,484,109              $ 3,872
</TABLE>


(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of common shares, no par value ("Common Shares"),
of MBT Financial Corp. (the "Company" or "Registrant") registered hereby as a
result of a stock split, stock dividend or similar adjustment of the outstanding
Common Shares.

(2) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h) under the Securities Act of 1933
("Securities Act"), based upon (a) the prices at which options awarded under the
MBT Financial Corp. Long-Term Incentive Compensation Plan (the "Plan") may be
exercised and (b) as to Common Shares available under the Plan but not covered
by outstanding options, the average of the high and low prices of the Common
Shares as reported on the Over-the-Counter Electronic Bulletin Board on August
15, 2001. Options covering 126,600 Common Shares at an exercise price of $18.125
per share have been awarded under the Plan. Options covering 13,834 Common
Shares at an exercise price of $13.94 per share have been awarded under the
Plan. There are Common Shares that remain available for awards under the Plan.


<PAGE>   2



                                     PART II



ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

         (a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000.

         (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.

         (c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001.

         (d) The description of the Common Shares of the Company contained in
the Company's Current Report on Form 8-K filed on August 16, 2001.

         (e) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold.

ITEM 4.    DESCRIPTION OF SECURITIES

           Not applicable.

ITEM 5.    INTEREST OF NAMED EXPERTS AND COUNSEL

           Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

       The Company's Restated Articles of Incorporation require that its
directors and officers be indemnified to the fullest extent permitted by the
Michigan Business Corporation Act in their service as directors and officers of
the Company or, when serving at the request of the Company as directors,
officers, employees, partners or agents of another entity.

       The Michigan Business Corporation Act provides that the Company has the
power to indemnify its directors and officers against expenses, including
attorneys fees, judgments, fines and settlement payments where the director or
officer is a party or is threatened to be made a party to any threatened,
pending, or completed suit or proceeding, other than an action by or in the
right of the Company, by reason of the fact that the person was serving as a
director or officer of the Company or, at the request of the Company, as a
director, officer, partner, employee or agent of another entity. As to actions
brought by or in the right of the Company, the Company has the power to
indemnify its directors and officers under the Michigan Business Corporation Act
against expenses incurred by them as a party to the action brought by or in the
name of the





<PAGE>   3



Company by reason of the fact that the person was serving as a director or
officer of the Company or was serving at the request of the Company as a
director, officer, partner, trustee, employee or agent of another entity,
including settlement payments. However, no indemnification may be made under the
Michigan Business Corporation Act of a director or officer of the Company in an
action brought by or in the name of the Company where the person has been found
liable to the Company except to the extent that a court of competent
jurisdiction determines that the director or officer is fairly and reasonably
entitled to the indemnification in light of all the relevant circumstances.

The Company's Restated Articles of Incorporation also provide that its directors
will not be personally liable to the Company or to its shareholders for money
damages for breaches of fiduciary duty, except to the extent that this
limitation of liability contravenes the Michigan Business Corporation Act. This
provision of the Company's Articles of Incorporation has the effect of limiting
the personal liability of the directors of the Company in their capacity as
directors but not in their capacity as officers. This provision of the Company's
Articles of Incorporation does not eliminate or limit the liability of a
director for (1) a financial benefit to which he or she is not entitled, (2)
intentional infliction of harm on the Company or its shareholders, (3) the
payment of an illegal dividend, approval of an illegal distribution, the making
of a loan to a director, officer or employee of the Company or a subsidiary that
violates the Michigan Business Corporation Act, where the director's conduct
does not meet the standards imposed by the Michigan Business Corporation Act, or
(4) an intentional criminal act.

         The Company also carries directors' and officers' liability insurance
coverage which insures its directors and officers and the directors and officers
of its subsidiaries in certain circumstances.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

ITEM 8.    EXHIBITS.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

         Number       Exhibit

             4*       Restated Articles of Incorporation of MBT Financial Corp.

             5        Opinion of Werner & Blank Co., L.P.A. as to validity of
                      the securities

            23.1      Consent of Werner & Blank Co., L.P.A.
                      (contained in the opinion included as Exhibit 5)

            23.2      Consent of Arthur Andersen LLP

            24        Power of Attorney

* Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2000.



<PAGE>   4



ITEM 9.    UNDERTAKINGS

     (a)   The undersigned Registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:

                (i)   To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933;

                (ii)  To reflect in the prospectus any facts or events arising
                      after the effective date of the Registration Statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the Registration
                      Statement;

                (iii) To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      Registration Statement or any material change to such
                      information in the Registration Statement;

                      Provided, however, that paragraphs (a)(l)(i) and
                      (a)(l)(ii) shall not apply if the information required to
                      be included in a post-effective amendment by those
                      paragraphs is contained in periodic reports filed by the
                      registrant pursuant to Section 13 or Section 15(d) of the
                      Securities Exchange Act of 1934 that are incorporated by
                      reference in the Registration Statement.

           (2)  That, for the purpose of determining any liability under the
                Securities Act of 1933, each such post-effective amendment shall
                be deemed to be a new Registration Statement relating to the
                securities offered therein, and the offering of such securities
                at that time shall be deemed to be the initial bona fide
                offering thereof.

           (3)  To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.

     (b)   The undersigned Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each
           filing of the Registrant's annual report pursuant to Section 13(a) or
           Section 15(d) of the Securities Exchange Act of 1934 that is
           incorporated by reference in the Registration Statement shall be
           deemed to be a new Registration Statement relating to the securities
           offered herein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.

     (h)   Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the provisions
           described in Item 6, or otherwise, the Registrant has been advised
           that in the opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the Act and
           is, therefore, unenforceable. In the event that a claim for
           indemnification against such liabilities (other than the payment by
           the Registrant of expenses incurred or paid by a director, officer or
           controlling person of the Registrant in the successful defense of any
           action, suit or proceedings) is asserted by such director, officer or
           controlling person in connection with the securities being
           registered, the Registrant will, unless in the opinion of its counsel
           the matter has been settled by controlling precedent, submit to a
           court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the
           Act and will be governed by the final adjudication of such issue.




<PAGE>   5


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroe, State of Michigan, on August 16, 2001.

                                    By:      /s/ Ronald D. LaBeau
                                             --------------------
                                             Ronald D. LaBeau
                                             President
                                             (Duly Authorized Representative)

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>


           SIGNATURE                              TITLE                           DATE
           ---------                              -----                           ----

<S>                                                <C>                      <C>
         /s/ Ronald D. LaBeau             President and Director
         --------------------         (Principal Executive Officer)           August 16, 2001
           Ronald D. LaBeau

        /s/ Eugene D. Greutman                   Treasurer
        ----------------------       (Principal Financial Officer and         August 16, 2001
           Eugene D. Greutman          Principal Accounting Officer)

</TABLE>





Directors*
Connie S. Cape
Ronald J. Gruber
Thomas M. Huner
Gerald L. Kiser
Rocque E. Lipford
William D. McIntyre, Jr.
Michael J. Miller
Richard A. Sieb
Philip P. Swy

* for each of the above directors pursuant to power of attorney filed with this
Registration Statement.

By:  /s/ Ronald D. LaBeau                             August 16, 2001
     ----------------------------------
     (pursuant to power of attorney)





<PAGE>   6




                                  EXHIBIT INDEX




         4*        Restated Articles of Incorporation of Registrant

         5         Opinion of Werner & Blank Co., L.P.A. as to validity of
                   securities registered

        23.1       Consent of Werner & Blank Co., L.P.A., regarding opinion
                   (contained in Exhibit 5)

        23.2       Consent of Arthur Andersen LLP, independent auditors for the
                   Registrant

        24         Power of Attorney


* Incorporated by reference to the Registrant's Annual Report on Form 10-K, for
the year ended December 31, 2001.
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{"company-data": {"conformed-name": "MBT FINANCIAL CORP", "cik": "0001118237", "assigned-sic": "6770", "irs-number": "383516922", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67738", "film-number": "1717316"}, "business-address": {"street1": "102 EAST FRONT STREET", "city": "MONROE", "state": "MI", "zip": "48161", "phone": "7342422893"}, "mail-address": {"street1": "102 EAST FRONT STREET", "city": "MONROE", "state": "MI", "zip": "48161"}}
1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               MBT FINANCIAL CORP.
             (Exact Name of Registrant as specified in its Charter)

MICHIGAN                                                 38-3516922
(State of Incorporation)                      (IRS Employer Identification No.)

                              102 EAST FRONT STREET
                             MONROE, MICHIGAN 48161
          (Address of principal executive offices, including zip code)

            MBT FINANCIAL CORP. LONG-TERM INCENTIVE COMPENSATION PLAN
                            (Full Title of the Plan)

                              MR. RONALD D. LABEAU
                              PRESIDENT
                              MBT FINANCIAL CORP.
                              102 EAST FRONT STREET
                              MONROE, MICHIGAN 48161
                              (734) 241-3431
           (Name, address and telephone number of agent for service)

                                   COPIES TO:
                              EDWIN L. HERBERT, ESQ.
                              WERNER & BLANK CO., L.P.A.
                              7205 WEST CENTRAL AVENUE
                              TOLEDO, OHIO 43617
                              (419) 841-8051
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed Maximum       Proposed Maximum           Amount of
           Title of Securities                 Amount to be           Offering Price       Aggregate Offering         Registration
            to be Registered                   Registered(1)           per Share(2)             Price(2)                  Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Shares, no par value                      1,000,000              $ 18.125              $ 15,484,109              $ 3,872
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of common shares, no par value ("Common Shares"),
of MBT Financial Corp. (the "Company" or "Registrant") registered hereby as a
result of a stock split, stock dividend or similar adjustment of the outstanding
Common Shares.

(2) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to Rule 457(h) under the Securities Act of 1933
("Securities Act"), based upon (a) the prices at which options awarded under the
MBT Financial Corp. Long-Term Incentive Compensation Plan (the "Plan") may be
exercised and (b) as to Common Shares available under the Plan but not covered
by outstanding options, the average of the high and low prices of the Common
Shares as reported on the Over-the-Counter Electronic Bulletin Board on August
15, 2001. Options covering 126,600 Common Shares at an exercise price of $18.125
per share have been awarded under the Plan. Options covering 13,834 Common
Shares at an exercise price of $13.94 per share have been awarded under the
Plan. There are Common Shares that remain available for awards under the Plan.
2

                                     PART II

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

         (a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000.

         (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.

         (c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001.

         (d) The description of the Common Shares of the Company contained in
the Company's Current Report on Form 8-K filed on August 16, 2001.

         (e) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold.

ITEM 4.    DESCRIPTION OF SECURITIES

           Not applicable.

ITEM 5.    INTEREST OF NAMED EXPERTS AND COUNSEL

           Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

       The Company's Restated Articles of Incorporation require that its
directors and officers be indemnified to the fullest extent permitted by the
Michigan Business Corporation Act in their service as directors and officers of
the Company or, when serving at the request of the Company as directors,
officers, employees, partners or agents of another entity.

       The Michigan Business Corporation Act provides that the Company has the
power to indemnify its directors and officers against expenses, including
attorneys fees, judgments, fines and settlement payments where the director or
officer is a party or is threatened to be made a party to any threatened,
pending, or completed suit or proceeding, other than an action by or in the
right of the Company, by reason of the fact that the person was serving as a
director or officer of the Company or, at the request of the Company, as a
director, officer, partner, employee or agent of another entity. As to actions
brought by or in the right of the Company, the Company has the power to
indemnify its directors and officers under the Michigan Business Corporation Act
against expenses incurred by them as a party to the action brought by or in the
name of the
3

Company by reason of the fact that the person was serving as a director or
officer of the Company or was serving at the request of the Company as a
director, officer, partner, trustee, employee or agent of another entity,
including settlement payments. However, no indemnification may be made under the
Michigan Business Corporation Act of a director or officer of the Company in an
action brought by or in the name of the Company where the person has been found
liable to the Company except to the extent that a court of competent
jurisdiction determines that the director or officer is fairly and reasonably
entitled to the indemnification in light of all the relevant circumstances.

The Company's Restated Articles of Incorporation also provide that its directors
will not be personally liable to the Company or to its shareholders for money
damages for breaches of fiduciary duty, except to the extent that this
limitation of liability contravenes the Michigan Business Corporation Act. This
provision of the Company's Articles of Incorporation has the effect of limiting
the personal liability of the directors of the Company in their capacity as
directors but not in their capacity as officers. This provision of the Company's
Articles of Incorporation does not eliminate or limit the liability of a
director for (1) a financial benefit to which he or she is not entitled, (2)
intentional infliction of harm on the Company or its shareholders, (3) the
payment of an illegal dividend, approval of an illegal distribution, the making
of a loan to a director, officer or employee of the Company or a subsidiary that
violates the Michigan Business Corporation Act, where the director's conduct
does not meet the standards imposed by the Michigan Business Corporation Act, or
(4) an intentional criminal act.

         The Company also carries directors' and officers' liability insurance
coverage which insures its directors and officers and the directors and officers
of its subsidiaries in certain circumstances.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

ITEM 8.    EXHIBITS.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

         Number       Exhibit

             4*       Restated Articles of Incorporation of MBT Financial Corp.

             5        Opinion of Werner & Blank Co., L.P.A. as to validity of
                      the securities

            23.1      Consent of Werner & Blank Co., L.P.A.
                      (contained in the opinion included as Exhibit 5)

            23.2      Consent of Arthur Andersen LLP

            24        Power of Attorney

* Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2000.
4

ITEM 9.    UNDERTAKINGS

     (a)   The undersigned Registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:

                (i)   To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933;

                (ii)  To reflect in the prospectus any facts or events arising
                      after the effective date of the Registration Statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the Registration
                      Statement;

                (iii) To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      Registration Statement or any material change to such
                      information in the Registration Statement;

                      Provided, however, that paragraphs (a)(l)(i) and
                      (a)(l)(ii) shall not apply if the information required to
                      be included in a post-effective amendment by those
                      paragraphs is contained in periodic reports filed by the
                      registrant pursuant to Section 13 or Section 15(d) of the
                      Securities Exchange Act of 1934 that are incorporated by
                      reference in the Registration Statement.

           (2)  That, for the purpose of determining any liability under the
                Securities Act of 1933, each such post-effective amendment shall
                be deemed to be a new Registration Statement relating to the
                securities offered therein, and the offering of such securities
                at that time shall be deemed to be the initial bona fide
                offering thereof.

           (3)  To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.

     (b)   The undersigned Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each
           filing of the Registrant's annual report pursuant to Section 13(a) or
           Section 15(d) of the Securities Exchange Act of 1934 that is
           incorporated by reference in the Registration Statement shall be
           deemed to be a new Registration Statement relating to the securities
           offered herein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.

     (h)   Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the provisions
           described in Item 6, or otherwise, the Registrant has been advised
           that in the opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the Act and
           is, therefore, unenforceable. In the event that a claim for
           indemnification against such liabilities (other than the payment by
           the Registrant of expenses incurred or paid by a director, officer or
           controlling person of the Registrant in the successful defense of any
           action, suit or proceedings) is asserted by such director, officer or
           controlling person in connection with the securities being
           registered, the Registrant will, unless in the opinion of its counsel
           the matter has been settled by controlling precedent, submit to a
           court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the
           Act and will be governed by the final adjudication of such issue.
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroe, State of Michigan, on August 16, 2001.

                                    By:      /s/ Ronald D. LaBeau
                                             --------------------
                                             Ronald D. LaBeau
                                             President
                                             (Duly Authorized Representative)

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                              TITLE                           DATE
           ---------                              -----                           ----
/s/ Ronald D. LaBeau             President and Director
         --------------------         (Principal Executive Officer)           August 16, 2001
           Ronald D. LaBeau

        /s/ Eugene D. Greutman                   Treasurer
        ----------------------       (Principal Financial Officer and         August 16, 2001
           Eugene D. Greutman          Principal Accounting Officer)
Directors*
Connie S. Cape
Ronald J. Gruber
Thomas M. Huner
Gerald L. Kiser
Rocque E. Lipford
William D. McIntyre, Jr.
Michael J. Miller
Richard A. Sieb
Philip P. Swy

* for each of the above directors pursuant to power of attorney filed with this
Registration Statement.

By:  /s/ Ronald D. LaBeau                             August 16, 2001
     ----------------------------------
     (pursuant to power of attorney)
6

                                  EXHIBIT INDEX

         4*        Restated Articles of Incorporation of Registrant

         5         Opinion of Werner & Blank Co., L.P.A. as to validity of
                   securities registered

        23.1       Consent of Werner & Blank Co., L.P.A., regarding opinion
                   (contained in Exhibit 5)

        23.2       Consent of Arthur Andersen LLP, independent auditors for the
                   Registrant

        24         Power of Attorney

* Incorporated by reference to the Registrant's Annual Report on Form 10-K, for
the year ended December 31, 2001.