-----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, AuLsPoLkZX1VeuhC1BhEIQabRx/yBoih5oGAjp3wKXdtT4vmeqqSC5G/ssG99/h3 +SL/L+sGBZ5VCvXcsobDXQ== 0000950152-05-010257.txt : 20051228 0000950152-05-010257.hdr.sgml : 20051228 20051228171633 ACCESSION NUMBER: 0000950152-05-010257 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051227 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051228 DATE AS OF CHANGE: 20051228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTMERIT CORP /OH/ CENTRAL INDEX KEY: 0000354869 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 341339938 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10161 FILM NUMBER: 051289481 BUSINESS ADDRESS: STREET 1: 111 CASCADE PLAZA STREET 2: 7TH FLOOR CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 3309966300 FORMER COMPANY: FORMER CONFORMED NAME: FIRSTMERIT CORP / DATE OF NAME CHANGE: 19980116 FORMER COMPANY: FORMER CONFORMED NAME: FIRSTMERIT CORP DATE OF NAME CHANGE: 19941219 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANCORPORATION OF OHIO /OH/ DATE OF NAME CHANGE: 19941219 8-K 1 l17649ae8vk.htm FIRSTMERIT CORPORATION FORM 8-K FIRSTMERIT CORPORATION FORM 8-K
 

 
 
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 27, 2005       
FIRSTMERIT CORPORATION
 
(Exact name of registrant as specified in its charter)
         
Ohio   0-10161   34-1339938
 
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
III Cascade Plaza, 7th Floor Akron, Ohio   44308
 
(Address of principal executive offices)   (Zip Code)
(330) 996-6300
 
(Registrant’s telephone number, including area code)
 
(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 (see General Instruction A.2. below):
      o 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
     On December 27, 2005, FirstMerit Corporation (the “Company”) announced that the Compensation Committee of the Board of Directors approved the accelerated vesting of out-of-the-money and unvested stock options (the “Options”) to purchase common stock of the Company outstanding under the Company’s Amended and Restated 2002 Stock Plan (“2002 Plan”). The decision to accelerate the vesting of the Options was made primarily to reduce non-cash compensation expense that would have been recorded in the Company’s income statement in future periods upon the adoption of Financial Accounting Standards Board Statement No. 123(R) “Share-Based Payment” in January, 2006. The number of shares, exercise prices and terms of the Options subject to acceleration remain unchanged. A copy of the press release announcing this decision is attached as Exhibit 99.1 hereto and incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
     (c) Exhibits.
     
Exhibit Number
  Description
 
   
99.1
  Press Release dated December 27, 2005

2


 

Signature
     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.
           
 
      FirstMerit Corporation

 
  By:   /s/ Nancy H. Worman
 
       
 
      Nancy H. Worman
Senior Vice President and
Corporate Controller
Date: December 28, 2005

3

EX-99.1 2 l17649aexv99w1.htm EX-99.1 PRESS RELEASE EX-99.1 PRESS RELEASE
 

Exhibit 99.1
IMMEDIATE
     
Analysts: Tom O’Malley
  Media: Jacque Sir Louis
(330) 384-7109
  (330) 849-8877
FIRSTMERIT CORPORATION ANNOUNCES
ACCELERATED VESTING PLAN
Akron, Ohio – December 27, 2005 — FirstMerit Corporation (Nasdaq: FMER) today announced that the Compensation Committee of the Board of Directors approved the accelerated vesting of out-of-the-money and unvested stock options to purchase common stock of FirstMerit Corporation outstanding under the Corporation’s Amended and Restated 2002 Stock Plan (“2002 Plan”).
The decision to accelerate the vesting of these out-of-the-money outstanding unvested stock options (“Options”) was made primarily to reduce non-cash compensation expense that would have been recorded in the company’s income statement in future periods upon the adoption of Financial Accounting Standards Board Statement No. 123(R) “Share-Based Payment” in January, 2006. The Compensation Committee of the Board of Directors of the Corporation is authorized under the 2002 Plan to prescribe the time of the exercise of stock options and to accelerate the time at which stock options become exercisable. As a result of this decision, the Corporation expects to reduce the after-tax stock option expense it would have been required to record by approximately $2.4 million or $0.03 per share in 2006 and $1.6 million or $0.02 per share in 2007.
As a result of this vesting acceleration, options to purchase approximately 1.8 million shares of FirstMerit stock become exercisable immediately. These Options would have vested through February, 2008. Based upon the Corporation’s closing stock price of $26.32, on the date of accelerated vesting, all of the Options were out-of-the-money, that is, the Options’ exercise price was greater than the current market value of the Corporation’s stock. The number of shares, exercise prices and terms of the Options, subject to acceleration, remain the same.

 


 

ABOUT FIRSTMERIT CORPORATION
FirstMerit Corporation (Nasdaq:FMER) is a diversified financial services company, with assets of $10.3 billion as of September 30, 2005, and 160 banking offices in 24 Ohio and Western Pennsylvania counties. FirstMerit provides a complete range of banking and financial services to consumers and businesses through its core operations. Principal wholly-owned subsidiaries include: FirstMerit Bank, N.A., FirstMerit Mortgage Corporation, FirstMerit Title Agency, Ltd., FirstMerit Credit Life Insurance Company, and FirstMerit Community Development Corporation.
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