8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)   June 11, 2008
MutualFirst Financial Corp.
(Exact Name of Registrant as Specified in Its Charter)
Maryland	000-27905	35-2085640
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
110 E. Charles Street Muncie, Indiana		47305-2419
(Address of Principal Executive Offices)		(Zip Code)
(765) 747-2800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 11, 2008, at the annual meeting of stockholders of MutualFirst Financial, Inc. (the “Company”), the Company’s stockholders approved the Company’s 2008 Stock Option and Incentive Plan (“Plan”).  A description of the Plan is set forth under “Other Matters to be Considered at the MutualFirst Annual Meeting – Approval of the MutualFirst 2008 Stock Option and Incentive Plan” in the joint proxy statement-prospectus contained in the Company’s amended Registration Statement on Form S-4 filed with the Securities and Exchange Commission on April 25, 2008, and a copy of the Plan is attached to the joint proxy statement-prospectus as Appendix G.  That description and the Plan are incorporated herein by reference.

Item 8.01  Other Events

On June 12, 2008, the Company issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference announcing that at the Company’s annual meeting of stockholders on June 11, 2008, the Company’s stockholders approved the issuance of shares of the Company’s common stock in connection with the Company’s pending acquisition of MFB Corp.

On June 12, 2008, the Company issued the press release attached hereto as Exhibit 99.2 and incorporated herein by reference announcing the adoption of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 to facilitate repurchases of stock under its previously announced stock repurchase program.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated June 12, 2008 regarding annual meeting
99.2	Press Release dated June 12, 2008 regarding 10b5-1 plan

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.

Date: June 12, 2008	MUTUALFIRST FINANCIAL, INC.
	By:	/s/ David W. Heeter
		David W. Heeter President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated June 12, 2008 regarding annual meeting
99.2	Press Release dated June 12, 2008 regarding 10b5-1 plan

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

Date:	June 12, 2008
From:	MutualFirst Financial, Inc.
For Publication:	Immediate
Contact:	David W. Heeter (765) 747-2880

MutualFirst Financial Holds Annual Meeting

Muncie, Indiana – June 12, 2008 – The  annual meeting of stockholders of MutualFirst Financial, Inc. (NASDAQ: MFSF), the holding company for Mutual Federal Savings Bank, was one of the most significant in its storied history.

Stockholders acted on four items, including the approval of the issuance of shares of MutualFirst Financial, Inc. common stock in connection with the merger of MFB Corp. with MutualFirst.

“We are so appreciative of the confidence our stockholders and customers have in us.  The partnership with MFB will give us an opportunity to expand our franchise, and increase the breadth of services we will offer,” said David Heeter, President and CEO of MutualFirst.

The merger agreement provides that stockholders of MFB have the right to elect to receive 2.59 shares of MutualFirst common stock or $41.00 in cash, or a combination of both, for each share of MFB common stock owned by them, subject to reallocation and proration procedures to ensure that 80% of the aggregate purchase price is paid in stock and the remaining 20% in cash.  The merger was approved by the boards of directors of both companies in January of this year and, with MFB stockholders having approved the merger agreement at a special meeting also held Wednesday, has stockholder approval from both entities.  Regulatory approvals are still pending.

Mutual Federal Savings Bank, headquartered in Muncie, IN, has $960 million in assets and operates twenty-two offices in Delaware, Elkhart, Grant, Kosciusko, Randolph and Wabash Counties.

MFB Financial, headquartered in Mishawaka, IN, is a diversified financial institution, currently operating fourteen offices in Saint Joseph, Elkhart and Hamilton counties in Indiana and a Loan Origination office in New Buffalo, Michigan.  With $510 million in assets, the institution offers a broad range of retail and commercial financial products and services, and manages over $400  million in wealth management assets.

"We are thrilled to have the opportunity to leverage our outstanding ability to deliver products and services over a larger geographic region," Charles J. Viater, President and CEO of MFB commented.  Viater continued, "We have been able to build a very strong platform for business banking and trust services, and now we can expand those lines of business.  In addition, MFB stockholders and employees will be matched with an organization that shares the same values and desire to serve the customer."

The two organizations will form a financial institution of nearly $1.5 billion in assets serving customers through thirty-two banking offices in eight counties in Indiana.  With aggregate deposits of more than $1.0 billion, the combined institution's market share will rank among the top twenty financial institutions conducting business in the state of Indiana, with combined stockholders' equity exceeding $131 million and a market capitalization nearing $100 million.

"Our merger with MFB will allow us to create scale, giving us the ability to better compete in all of our markets by improving the efficiency of delivering a broad array of financial products and services.  This is good for our customers,” said Heeter.  “It is also good for our stockholders as we constantly seek ways to improve performance. We are pleased to add a talented and seasoned group of managers and staff to our organization, as this is a key element to success in today's challenging banking environment."

Also at the MutualFirst annual meeting, the stockholders approved the MutualFirst Financial, Inc. 2008 Stock Option and Incentive Plan and ratified the appointment of BKD, LLP as the Company’s independent auditors for the fiscal year ending December 31, 2008.   The stockholders also re-elected three members to the Boards of Directors. The Directors re-elected for three year terms were Linn A. Crull, Wilbur R. Davis and Jon R. Marler.

Mr. Linn A. Crull has served on the Board since 1997.  He is a certified public accountant and is a member and managing partner of the accounting firm of Whitinger & Company, LLC, Muncie, Indiana, since 1979.

Mr. Wilbur R. Davis has served on the Board since 1991.  He is the Chairman of the Boards of Directors of the Company and the Bank.  He is also President and co-founder of Ontario Systems, LLC, a computer software company located in Muncie, Indiana, since 1980.

Mr. Jon R. Marler has served on the Board since 2000.  He is the President and owner of Carico Systems since 1999, a distributor of heavy duty wire containers and material handling carts in Fort Wayne, Indiana.  He is also Senior Vice President of Ralph M. Williams and Associates, a real estate developer located in Marion, Indiana, since 1987.  Mr. Marler served as a director of Marion Capital Holdings, Inc., which merged with the Company in December 2000.

MutualFirst Financial, Inc. is the holding company for Mutual Federal Savings Bank.  The Bank was charter in 1889, and offers financial services through the Internet and a network of twenty-two banking offices located in Delaware, Elkhart, Grant, Kosciusko, Randolph and Wabash Counties in Northeastern Indiana.

Forward-Looking Statements:

Statements contained in this release, which are not historical facts, are forward-looking statements, as that term is defined in the Private Securities Reform Act of 1995.  Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by MutualFirst Financial, Inc. (“MutualFirst”) with the Securities and Exchange Commission from time to time.

Additional Information:

MutualFirst has filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC, in connection with the proposed merger of MFB Corp. (“MFB”) with and into MutualFirst Acquisition Corp., a wholly owned subsidiary of MutualFirst.  The registration statement includes a joint proxy statement of MutualFirst and MFB that also constitutes a prospectus of MutualFirst (the “joint proxy statement/prospectus”), which has been sent to the stockholders of MutualFirst and MFB.  Stockholders are advised to read the joint proxy statement/prospectus, which is contained within the amended Registration Statement on Form S-4 filed by MutualFirst with the SEC on April 25, 2008, because it contains important information about MutualFirst, MFB and the proposed transaction.  The joint proxy statement/prospectus, and other documents relating to the merger filed by MutualFirst and MFB, can be obtained free of charge from the SEC’s website at www.sec.gov.   These documents also can be obtained free of charge by accessing MutualFirst’s website at www.mfsbank.com.  Alternatively, these documents can be obtained free of charge from MutualFirst upon written request to MutualFirst Financial, Inc., Secretary, 110 E. Charles St., Muncie, Indiana 47305 or by calling (765) 747-2800, or from MFB, upon written request to MFB Corp., Secretary, 4100 Edison Lakes Parkway, Mishawaka, Indiana 46545 or by calling (574) 277-4200.

EX-99.2

EXHIBIT 99.2

 

PRESS RELEASE

Date:                     June 12, 2008

From:                    MutualFirst Financial, Inc.

FOR IMMEDIATE RELEASE

Contact:                David W. Heeter

(765) 747-2880

MUTUALFIRST FINANCIAL, INC. ANNOUNCES 10b5-1 REPURCHASE PLAN

Muncie, Indiana – MutualFirst Financial, Inc. (NASDAQ Global Market: MFSF), the holding company for Mutual Federal Savings Bank, today announced that it has adopted a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 to facilitate repurchases of its common stock under its previously announced stock repurchase program.  Under the 10b5-1 plan, Howe Barnes Hoefer & Arnett, Inc. will have the authority to repurchase up to 61,839 shares on the Company’s behalf, which constitutes the remaining amount authorized under the Company’s existing repurchase program.  Repurchases under the 10b5-1 plan may commence on June 19, 2008 and will continue until 61,839 shares have been repurchased or September 30, 2008, whichever occurs first.

A 10b5-1 trading plan allows the Company to repurchase shares at a time when it would ordinarily not be in the market due to its internal trading policy.

Mutual Federal Savings Bank primarily serves Delaware, Randolph, Kosciusko, Grant, Wabash, and Elkhart Counties in Indiana. The Bank exceeds all applicable regulatory capital requirements. The Company had $960 million in assets and $86.8 million in total equity as of March 31, 2008.

For more information contact: David W. Heeter, President and CEO

 (765) 747-2880

Forward-Looking Statements:

Statements contained in this release, which are not historical facts, are forward-looking statements, as that term is defined in the Private Securities Reform Act of 1995.  Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by MutualFirst Financial, Inc. (“MutualFirst”) with the Securities and Exchange Commission from time to time.