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): May 9, 2014
MERCANTILE BANK CORPORATION
(Exact name of registrant as
specified in its charter)
Michigan |
000-26719 |
38-3360865 |
310 Leonard St., N.W. |
|
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:
☐ 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 7.01. |
Regulation FD Disclosure |
On May 9, 2014, Mercantile Bank Corporation (the “Company”) announced that its Board of Directors declared a special cash dividend of $2.00 per common share, payable May 29, 2014 to holders of record as of May 22, 2014.
The special dividend is being paid in accordance with the Agreement and Plan of Merger between the Company and Firstbank Corporation. The special dividend will be paid to the Company’s shareholders prior to the effective date of the merger and prior to the issuance of the Company’s shares in exchange for shares of Firstbank common stock.
On May 9, 2014, the Company issued a press release announcing the dividend. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. |
Other Events |
The information from Item 7.01 above is herein incorporated by reference.
Item 9.01. |
Exhibits. | |
(d) |
Exhibits: The following document is attached as an exhibit to this report on Form 8-K: | |
99.1 |
Press Release dated May 9, 2014. |
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 thereunto duly authorized.
Date: May 9, 2014 |
MERCANTILE BANK CORPORATION | |
By |
/s/ Charles E. Christmas | |
Charles E. Christmas Senior Vice President, Chief Financial Officer and Treasurer |
EXHIBIT INDEX
Exhibit |
| |
99.1 |
Press release dated May 9, 2014. |
Exhibit 99.1
Mercantile Bank Corporation Declares Special Dividend of $2.00 Per Common Share
Board declaration follows regulatory approval of merger between Mercantile Bank Corporation and Firstbank Corporation
GRAND RAPIDS, Mich., May 9, 2014 – Mercantile Bank Corporation (NASDAQ: MBWM) ("Mercantile") announced today that, pursuant to final regulatory approval of its merger with Firstbank Corporation (NASDAQ: FBMI) (“Firstbank”), on May 9, 2014 its Board of Directors declared a special cash dividend of $2.00 per common share, payable May 29, 2014 to holders of record as of May 22, 2014. In accordance with the plan of merger, this special dividend is being paid to Mercantile shareholders prior to the effective date of the merger and prior to the issuance of Mercantile shares in exchange for Firstbank shares.
“After many months of diligent effort, we are pleased to receive regulatory approval for this merger and declare this special dividend, as promised to Mercantile shareholders,” said Michael Price, Chairman and CEO of Mercantile. “This announcement positions both our companies to close this merger and complete the integration process in a timely manner.”
About Mercantile Bank Corporation
Based in Grand Rapids, Michigan, Mercantile Bank Corporation is the bank holding company for Mercantile Bank of Michigan. Founded in 1997 to provide banking services to businesses, individuals and governmental units, the Bank differentiates itself on the basis of service quality and the expertise of its banking staff. Mercantile has seven full-service banking offices in Grand Rapids, Holland and Lansing, Michigan. Mercantile Bank Corporation’s common stock is listed on the NASDAQ Global Select Market under the symbol “MBWM.”
Forward-Looking Statements
This news release contains comments or information that constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) that are based on current expectations that involve a number of risks and uncertainties. These forward-looking statements include, but are not limited to, statements about the expected benefits of the transaction between Mercantile and Firstbank. Other statements identified by words such as “positioned” are intended to identify forward-looking statements. These statements are based upon the current beliefs and expectations of Mercantile’s and Firstbank’s management and are inherently subject to significant uncertainties, many of which are beyond their respective control. Although Mercantile and Firstbank have signed an agreement, there is no assurance that they will complete the proposed merger. The merger agreement will terminate if any conditions to closing are not satisfied. The adoption of a dividend policy does not commit Mercantile to declare future dividends. Each future dividend will be considered and declared by the Board of Directors at its discretion.
FOR FURTHER INFORMATION:
AT MERCANTILE BANK CORPORATION:
Michael Price |
Charles Christmas |
|
Chairman & CEO |
Chief Financial Officer |
|
616-726-1600 |
616-726-1202 | |
mprice@mercbank.com |
cchristmas@mercbank.com |