-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UZF1KD24+xUWrnDZIyW9ku+N6zXUSoARq82PEf90GEUI3tCtveYz3yG2fQjcCl4T MuJXuJ5DyDBK7t8WrHjhlw== 0000950124-05-006811.txt : 20051214 0000950124-05-006811.hdr.sgml : 20051214 20051214115612 ACCESSION NUMBER: 0000950124-05-006811 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051208 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051214 DATE AS OF CHANGE: 20051214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCANTILE BANK CORP CENTRAL INDEX KEY: 0001042729 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 383360865 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26719 FILM NUMBER: 051263055 BUSINESS ADDRESS: STREET 1: 5650 BYRON CENTER AVENUE S. W. CITY: WYOMING STATE: MI ZIP: 49509 BUSINESS PHONE: 616 406-3777 MAIL ADDRESS: STREET 1: 5650 BYRON CENTER AVENUE S. W. CITY: WYOMING STATE: MI ZIP: 49509 8-K 1 k00783e8vk.txt CURRENT REPORT, DATED DECEMBER 8, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 8, 2005 -------------------- MERCANTILE BANK CORPORATION (Exact name of registrant as specified in its charter) MICHIGAN 000-26719 38-3360865 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification Number) 310 LEONARD STREET NW, GRAND RAPIDS, MICHIGAN 49504 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 616-406-3000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): / / Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) / / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) / / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) / / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On December 8, 2005, the Board of Directors of Mercantile Bank Corporation ("Mercantile") approved the acceleration of vesting of stock options for 32,750 shares of Mercantile common stock under Mercantile's 2004 Employee Stock Option Plan. The effected options are held by 103 employees, were granted on November 17, 2005, have an exercise price of $39.56 per share, and expire on November 16, 2015 unless earlier terminated pursuant to the Plan. The options originally were to have become exercisable in full on November 17, 2006. As a result of the Board's action accelerating the vesting of these options, they are now exercisable in full beginning December 8, 2005. None of the accelerated options are held by any of the directors or executive officers of Mercantile. A copy of the form of the Agreement Amending Stock Option Agreement that is being executed by Mercantile and each employee whose option is being accelerated is attached to this report as an exhibit. Accelerating the vesting of these options will eliminate the future compensation expense that Mercantile would have otherwise recognized in its consolidated statements of income with respect to these options when Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (Revised 2004), "Share-Based Payment" ("SFAS 123R") became effective. SFAS 123R becomes effective for Mercantile on January 1, 2006, and will require that compensation expense associated with stock options be recognized in Mercantile's consolidated statements of income, instead of as previously presented, on a pro-forma basis within a footnote disclosure included in Mercantile's consolidated financial statements. The future compensation expense that is eliminated as a result of the acceleration of the vesting of these options is approximately $400,000. This expense will instead be reflected in the pro forma footnote disclosure included in the December 31, 2005 consolidated financial statements. The acceleration of the vesting date of these options will not have any impact on Mercantile's 2005 consolidated results of operations or financial condition. 2 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits.
Exhibit Number Description - -------------- ----------- 10.1 Form of Agreement Amending Stock Option Agreement
3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MERCANTILE BANK CORPORATION By: /s/ Charles E. Christmas ------------------------------------- Charles E. Christmas Senior Vice President, Chief Financial Officer and Treasurer Date: December 12, 2005 4 EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 10.1 Form of Agreement Amending Stock Option Agreement
5 EX-10.1 2 k00783exv10w1.txt FORM OF AGREEMENT AMENDING STOCK OPTION AGREEMENT Exhibit 10.1 AGREEMENT AMENDING STOCK OPTION AGREEMENT DATED NOVEMBER 17, 2005 ISSUED UNDER THE MERCANTILE BANK CORPORATION 2004 EMPLOYEE STOCK OPTION PLAN December 8, 2005 To: Designated Optionees under the 2004 Employee Stock Option Plan: Today, our Board of Directors accelerated the vesting of a substantial majority of the stock options issued to employees on November 17, 2005 under the 2004 Employee Stock Option Plan. This means that the stock option issued to you as of November 17, 2005 will become fully exercisable beginning today, instead of November 17, 2006, which was the date specified in your option agreement. Under the Plan, the acceleration of the vesting of your stock option is an amendment to the stock option agreement signed by you and us as of November 17, 2005, and you have the right to approve any amendment to your stock option agreement. Accordingly, we would like to amend the stock option agreement between you and us dated as of November 17, 2005 by deleting the date "November 17, 2006" in Section 1 of the stock option agreement, and substituting in its place the date "December 8, 2005". Please indicate your agreement to this amendment by signing and returning to us a copy of this agreement, and upon our receipt of your signed copy of this agreement your stock option agreement will be amended as of December 8, 2005 as indicated above in this paragraph. All other terms and conditions of your stock option agreement will remain in effect. Please return your signed original of this letter to Lonna Wiersma this week. Mercantile Bank Corporation By: /s/ Gerald R. Johnson, Jr. --------------------------- Gerald R. Johnson, Jr. Chairman and Chief Executive Officer OPTIONEE SIGNATURE: I approve and agree to the above. - -------------------------------- (signature) - -------------------------------- - -------------------------------- - -------------------------------- (print name and address above) -----END PRIVACY-ENHANCED MESSAGE-----